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Item 9A. Controls and Procedures

2023-03-09 compared with 2022-05-13 · 279 added, 828 removed, 153 unchanged (88% of the section changed)

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

FF’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the issuer in the reports that FF files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the Commission's rules and forms, and that such information is accumulated and communicated to management, including its Chief Executive Officer and Interim Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Based on an evaluation of FF’s disclosure controls and procedures (as defined in rules 13a-15(e) and 15d-15(e) of the Exchange Act, FF’s Global Chief Executive Officer and Interim Chief Financial Officer (its principal executive officer and principal financial and accounting officer, respectively) have concluded that FF’s disclosure controls and procedures were not effective as of December 31, 2022, due to the material weaknesses in the Company’s internal control over financial reporting described below.

Management’s Report on Internal Control Over Financial Reporting

This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting, or an attestation report of our independent registered public accounting firm, as allowed by the SEC for reverse acquisitions between an issuer and a private operating company when it is not possible to conduct an assessment of the private operating company’s internal control over financial reporting in the period between the consummation date of the reverse acquisition and the date of management’s assessment of internal control over financial reporting (pursuant to Section 215.02 of the SEC Division of Corporation Finance’s Regulation S-K Compliance & Disclosure Interpretations).

As discussed elsewhere in this Annual Report on Form 10-K, we completed the Merger on July 21, 2021, pursuant to which we acquired FF Intelligent Mobility Global Holdings Ltd.

Prior to the Merger, we were a special purpose acquisition company formed for the purpose of effecting a merger.

As a result, previously existing internal controls are no longer applicable or comprehensive enough as of the assessment date as our operations prior to the Merger were insignificant compared to those of the consolidated entity post-Merger.

The design of internal control over financial reporting for the Company post-Merger has required and will continue to require significant time and resources from management and other personnel.

As a result, management was unable, without incurring unreasonable effort or expense, to conduct an assessment of FF’s internal control over financial reporting as of December 31, 2021.

Disclosure Controls and Procedures

FF's disclosure controls and procedures are designed to ensure that information required to be disclosed by the issuer in the reports that FF files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the Commission's rules and forms, and that such information is accumulated and communicated to management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Based on an evaluation of FF’s disclosure controls and procedures (as defined in rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended), FF’s Global Chief Executive Officer and Interim Chief Financial Officer (its principal executive officer and principal financial and accounting officer, respectively) have concluded that FF’s disclosure controls and procedures were not effective as of December 31, 2021, due to the material weaknesses in our internal control over financial reporting described below.

Material Weaknesses in Internal Control Over Financial Reporting

FF’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined under Rule 13a-15(f) under the Exchange Act.

Under the supervision and with the participation of the Company’s management, including FFIE’s Global CEO and Chief Financial Officer, we conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).Based on this evaluation, due to the material weaknesses described below, we concluded that the system of internal control over financial reporting was not effective.

FF identified material weaknesses in FF’s internal control over financial reporting.

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These material weaknesses also resulted in adjustments primarily related to the extinguishment of a noncontrolling interest, accounts payable, vendor payables in trust and adjustments to the statement of cash flows which were recorded as of and for the year ended December 31, 2019 as well as disclosure errors related to the anti-dilutive shares excluded from the calculation of diluted net loss per share, deferred tax assets and related valuation allowance, accrued interest for certain notes payable, and the fair value of the Vendor Trust as of December 31, 2019.

Additionally, the material weakness related to accounting for warrant instruments resulted in the restatement of the previously issued financial statements of the entity acquired as part of the July 21, 2021 merger agreement related to warrant liabilities and equity.

Refer to Note 3 to FF’s Consolidated Financial Statements for the year ended December 31, 2020, included in its Registration Statement on Form S-4 (File Number 333-255027), initially filed with the SEC on April 5, 2021 (as amended, the “Registration Statement”).

Additionally, the material weakness related to accounting for warrant instruments resulted in the restatement of the previously issued financial statements as disclosed in Note 2 to PSAC’s Consolidated Financial Statements for the year ended December 31, 2020 within PSAC’s Annual Report on Form 10-K/A, of the entity acquired as part of the July 21, 2021 merger agreement related to warrant liabilities and equity.

● FF did not design and maintain effective controls over information technology (“IT”) general controls for information systems that are relevant to the preparation of its financial statements, specifically, with respect to (i) program change management controls to ensure that IT program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately;

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and (iii) computer operations controls to ensure that critical batch jobs are monitored and data backups are authorized and monitored.

These IT deficiencies did not result in a material misstatement to the consolidated financial statements, however, the deficiencies, when aggregated, could result in misstatements potentially impacting all financial statement accounts and disclosures that would not be prevented or detected.

In connection with the Special Committee Investigation, and the completion of additional investigative and remedial work based on Special Committee findings, which were performed under the direction of the newly-appointed Executive Chairperson, reporting to the Audit Committee, additional material weaknesses were identified in FF’s internal control over financial reporting.

These IT deficiencies did not result in a material misstatement to the consolidated financial statements, however, the deficiencies, when aggregated, could result in material misstatements potentially impacting all financial statement accounts and disclosures.

In connection with the Special Committee investigation, and the completion of additional investigative and remedial work based on Special Committee findings, which were performed under the direction of the then newly-appointed Executive Chairperson, reporting to the Audit Committee, additional material weaknesses were identified in FF’s internal control over financial reporting (as disclosed in Note 3 to FF’s consolidated financial statements for the years ended December 31, 2021 and 2020 included in the Company’s Annual Report on Form 10-K filed on May 13, 2022).

Specifically, in addition to the material weaknesses described above relating to management not establishing formal reporting lines in pursuit of its objectives as well as maintaining effective controls for communicating and sharing information between the legal, capital markets, and accounting and finance departments, the following material weaknesses were identified:

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● FF did not design and maintain effective controls related to the identification and disclosure of certain arrangements and transactions with related parties.

The material weaknesses identified in connection with the Special Committee Investigation resulted in the revision of our previously filed financial statements as of and for the period ended December 31, 2020 related to notes payable, related party notes payable, accrued interest, related party accrued interest, interest expense, and related party interest expense.

Additionally, each of the material weaknesses described above could result in a misstatement of substantially all of our accounts or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

The material weaknesses identified in connection with the Special Committee investigation resulted in the revision of the Company’s previously filed financial statements as of and for the period ended December 31, 2020 (as disclosed in Note 9 to FF’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021) and for the periods ended March 31, 2021 (as disclosed in Note 1 to FFIE’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022) and June 30, 2021 (as disclosed in Note 1 to FFIE’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022) related to notes payable, related party notes payable, accrued interest, related party accrued interest, interest expense, and related party interest expense.

Additionally, each of the material weaknesses described above could result in a material misstatement to substantially all of the Company’s accounts or disclosures.

Remediation Plan for Material Weaknesses in Internal Control Over Financial Reporting

Management is actively engaged and committed to taking the steps necessary to remediate the control deficiencies that constituted the material weaknesses.

During 2021 and the first quarter of 2022, FF made the following enhancements to our internal control over financial reporting:

During 2021 and 2022, FF made the following enhancements to the Company’s internal control over financial reporting:

● FF added finance and accounting personnel to the organization to strengthen our finance and accounting teams.

The additional personnel are expected to provide oversight, structure, reporting lines, and additional review over our disclosures;

• FF implemented certain new accounting policies and procedures, and an IT system relevant to the preparation of our financial statements to improve communication of key areas across the different departments at FF and to provide adequate structure, accountability, and segregation of duties;

• FF appointed Becky Roof as Interim Chief Financial Officer (CFO) and engaged an affiliate of AlixPartners LLP to accelerate implementation of Special Committee recommendations including, but not limited to remediation of the material weaknesses in internal control over financial reporting;

The additional personnel are expected to provide oversight, structure, reporting lines, and additional review over the Company’s disclosures;

● FF implemented certain new accounting policies and procedures, and an IT system relevant to the preparation of the Company’s financial statements to improve communication of key areas across the different departments at FF and to provide adequate structure, accountability, and segregation of duties;

● FF appointed Ms.

Becky Roof as Interim Chief Financial Officer (CFO) and engaged an affiliate of AlixPartners LLP to accelerate implementation of Special Committee recommendations including, but not limited to remediation of the material weaknesses in internal control over financial reporting (on October 12, 2022, Ms.

Roof resigned from FF upon the successful completion of key milestones in FF’s reporting and fundraising activities, and on October 22, 2022, the Company appointed Ms.

Yun Han as Chief Accounting Officer and Interim CFO, effective as of October 25, 2022);

● FF implemented enhanced controls around FF’s related party transactions, including regular attestations;

• FF removed YT Jia, FF’s founder, as an Executive Officer, although he will continue in his position as Chief Product & User Ecosystem Officer of the Company, reporting to the Executive Chairperson with his role limited to focusing on (a) Product and Mobility Ecosystem and (b) Internet, Artificial Intelligence, and advanced R&D technology;

● FF removed Mr.

Yueting Jia, FF’s founder, as an Executive Officer, although he will continue in his position as Chief Product & User Ecosystem Officer of FFIE, reporting to the Chairperson with his role limited to focusing on (a) Product and Mobility Ecosystem and (b) Internet, Artificial Intelligence, and advanced R&D technology (however, as of February 26, 2023, this remedial measure is no longer being implemented as further discussed below);

● Functions previously dual-reporting to Mr.

Breitfeld will report only to Ms.

Breitfeld would report only to Ms.

Swenson (but Mr.

Jia may remain involved in long-term strategy);

• FF adopted an Insider Investment Reporting Policy.

Our remediation activities are continuing during 2022.

In addition to the above actions, FF expects to engage in additional activities, including, but not limited to:

Jia may remain involved in long-term strategy) (and following the resignation of Ms.

Swenson on October 3, 2022, all FF management (including Mr.

Jia) reported directly or indirectly to the Global CEO of FF (previously Dr.

Breitfeld and currently Mr.

Xuefeng Chen) indefinitely while the Board continues to evaluate the appropriate FF management reporting lines) (however, as of February 26, 2023, this remedial measure is no longer being implemented as further discussed below);

● FF adopted an Insider Investment Reporting Policy to enhance internal reporting of related party transactions.

Our remediation activities are continuing during 2023, although certain of the remedial efforts described above are no longer applicable given recent developments.

For instance, Ms.

Swenson resigned from the Board on October 3, 2022.

Moreover, effective on February 26, 2023, certain departments within the Company report to both Mr.

Xuefeng Chen, including the Company’s user ecosystem, capital markets, human resources and administration, corporate strategy and China departments, subject to processes and controls to be determined by the Board after consultation with the Company’s management.

The Company’s product, mobility ecosystem, I.A.I., and advanced R&D technology departments report directly to Mr.

Jia, while the remaining departments continue to report to Mr.

Xuefeng Chen.

Further, based on the changes to his responsibilities within FF, the Board determined that Mr.

Jia is an “officer” of the Company within the meaning of Section 16 of the Exchange Act, and an “executive officer” of the Company under Rule 3b-7 under the Exchange Act.

FF has or is planning to put in place processes and controls to mitigate the risks associated with the changes in Mr.

Jia’s responsibilities as well as to enhance oversight and corporate governance, including but not limited to:

● segregating responsibilities and duties in the Company’s user ecosystem, capital markets, human resources and administration, corporate strategy and China departments;

● requiring Board, or a designated committee of the Board, to approve the signing of financing agreements, the hiring, promoting or terminating vice presidents of the Company and above (including additional Section 16 officers), the approval of Company-wide compensation policies;

● hiring of a Compliance Officer with the title of Deputy General Counsel (hired in March 2023), who will report on a dotted line to the Chair of the Audit committee, and a Director of Risks and Internal Controls;

● engaging an external consulting firm to work in the capacity of an internal audit function, who will report on a dotted line to the Chair of the Audit committee.

In addition to the above actions and in view of the governance changes that the Company implemented pursuant to the Heads of Agreement and Amended Shareholder Agreement and otherwise, FF expects to engage in additional activities, including, but not limited to:

● Continuing to hire key finance and accounting personnel as FF scales and until FF has sufficient technical accounting resources, combined with engaging external consultants to provide support and to assist us in our evaluation of more complex applications of U.S.

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● Designing and implementing controls for communicating and sharing information between legal, capital markets, and accounting to facilitate transactions being recorded timely and accurately;

• Designing and implementing formal processes, accounting policies, procedures, and controls supporting certain business processes and our financial close process, including creating standard balance sheet reconciliation templates and journal entry controls;

assessing the reliability of reports and spreadsheets used in controls;

● Designing and implementing formal processes, accounting policies, procedures, and controls supporting certain business processes and our financial close process, including creating standard balance sheet reconciliation templates and journal entry controls assessing the reliability of reports and spreadsheets used in controls;

and the timely identification and accounting for cut-off of expenditures;

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As we continue to evaluate and work to improve our internal control over financial reporting, FF may determine that additional measures or modifications to the remediation plan are necessary.

We are working to remediate the material weaknesses as efficiently and effectively as possible and expect full remediation could potentially go beyond December 31, 2023.

At this time, we cannot provide an estimate of costs expected to be incurred in connection with implementing this remediation plan;

however, these remediation measures will be time consuming, will result in FF incurring significant costs, and will place significant demands on our financial and operational resources.

While FF believes these efforts will remediate the material weaknesses, FF may not be able to complete its evaluation, testing or any required remediation in a timely fashion, or at all.

FF cannot assure you that the measures it has taken to date and may take in the future, will be sufficient to remediate the control deficiencies that led to its material weaknesses in internal control over financial reporting or that they will prevent or avoid potential future material weaknesses.

The effectiveness of FF’s internal control over financial reporting is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the possibility of human error and the risk of fraud.

If FF is unable to remediate its material weaknesses, FF’s ability to record, process and report financial information accurately, and to prepare financial statements within the time periods specified by the forms of the SEC, could be adversely affected which, in turn, may adversely affect FF’s reputation and business and the market price of the Class A Common Stock.

Any such failures could result in litigation or regulatory actions by the SEC or other regulatory authorities, loss of investor confidence, delisting of FF’s securities and harm to FF’s reputation and financial condition, or diversion of financial and management resources from the operation of FF’s business.

Notwithstanding the foregoing, as a result of the governance settlement entered into between FF and FF Global described elsewhere in this Annual Report on Form 10-K and other developments, there has been substantial recent turnover in key management personnel, including legal and compliance personnel, as well as substantial changes to the composition of the Board, and further changes may continue to occur substantially concurrently with the completion of the Annual Meeting.

See “ The composition of FFIE’s Board has changed, and may further change prior to or immediately following completion of the Annual Meeting .” As a result of this turnover in the composition of the Board, there can be no guarantee that the Board as composed in the future will agree with decisions made by the Board at the time of the Special Committee investigation, that they will not identify other areas that require remediation or that they will continue to pursue the remediation measures described above.

Loss and turnover of personnel, particularly accounting, finance and legal personnel, may also negatively impact FFIE’s internal controls over financial reporting and other disclosures and our ability to prepare and make timely and accurate public disclosures.

Changes in Internal Control Over Financial Reporting

There have been no changes in internal control over financial reporting during the quarter ended December 31, 2021, that have materially affected, or are reasonably likely to materially affect, FF’s internal control over financial reporting.

There have been no changes in internal control over financial reporting during the three months ended December 31, 2022, that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.

Other Information

On March 6, 2023, the Company entered into a Consulting Services Agreement (the “Consulting Agreement”) with FF Global, effective as of February 1, 2023.

Pursuant to the Consulting Agreement, FF Global shall provide consultation and integrate resources to assist the Company in achieving its 2023 strategic goals, including to (i) assist the Company in developing its funding strategy;

(ii) assist the Company in developing its value return & management strategy;

(iii) consult on and integrate stockholder relations and stockholder resources;

(iv) provide support on communications regarding stockholders meetings;

(v) develop the Company’s existing stockholder financing strategy, including retail investors and others;

(vi) assist the Company in risk management strategy;

and (vii) assist in capability build up & operation strategy.

The Consulting Agreement has an initial term of 12 months and automatically renews for successive 12 month periods unless earlier terminated in accordance with the terms thereof.

As consideration, the Company shall pay FF Global a monthly fee of $0.2 million per month, due and payable on the last day of each month beginning on March 31, 2023, as well as reimburse FF Global for all reasonable and documented out-of-pocket travel, legal, and other out-of-pocket expenses incurred in connection services pursuant to the Consulting Agreement, (including reasonable fees and disbursements of Consultant’s external legal counsel), which out-of-pocket expenses shall not

exceed $0.05 million without the prior written consent of the Company (which consent shall be in the sole and absolute discretion of the Company).

The description of the Consulting Agreement in this Item 9B is qualified in its entirety by reference to the terms of the Consulting Agreement, which is filed as Exhibit 10.63 to this Form 10-K and is incorporated herein by reference.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

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Directors, Executive Officers and Corporate Governance

The following table sets forth, as of the date hereof, certain information regarding our directors and executive officers who are responsible for overseeing the management of our business.

74 Executive Chairperson and Director

Carsten Breitfeld

Global Chief Executive Officer and Director (4)

Interim Chief Financial Officer (effective March 1, 2022)

Executive Vice President, Head of User Ecosystem

Matthias Aydt

Senior Vice President, Business Development and Product Definition and Director

Senior Vice President, Product Execution

Vice President, I.A.I.

42 Lead Independent Director (2)(3)

Brian Krolicki

Director (1)(3)

Director (1)(4)

Director (2)(3)

Director (1)(2)

(1) Member of the Audit Committee

(2) Member of the Nominating Committee

(3) Member of the Compensation Committee

(4) Member of the Finance and Investment Committee

Executive Officers and Directors

Swenson was appointed as Executive Chairperson effective February 1, 2022.

Swenson has served as a member of the Board of Directors since July 2021.

Swenson has several decades of operating experience in wireless telecom, video technologies and digital media, as well as telematics and small business software.

Since March 2019, Ms.

Swenson has served on the board of Sonim Technologies Inc.

SONM), and currently chairs the compensation committee.

Since July 2018, Ms.

Swenson has served on the board of Vislink Technologies, Inc.

VISL), a provider of wireless video communications products, where she is board chair and chair of the audit committee.

Since February 2012, Ms.

Swenson has served on the board of Harmonic, Inc.

HLIT), a video delivery and media company, where she is chair of the governance & nominating committee.

From August 2012 to August 2018, Ms.

Swenson served on the board of FirstNet, an independent authority within the NTIA/Department of Commerce responsible for establishing a single nationwide public safety broadband network, and was chair of the board from 2014 to 2018.

From December 2015 to June 2017, Ms.

Swenson served as Chairperson and Chief Executive Officer of Inseego Corporation (formerly Novatel Wireless;

INSG), a wireless internet solutions and telematics provider, and served as the board chairperson from April 2014 to June 2017.

From February 2004 to October 2005, Ms.

Swenson served as the President and Chief Operating Officer of T-Mobile US, Inc.

From 1999 to 2004, Ms.

Swenson served as President of Leap Wireless International, Inc., and Chief Executive Officer of Cricket Communications, Inc., a prepaid wireless service provider and subsidiary of Leap.

Swenson also served as Chief Executive Officer of Sage North America from 2008 to 2011.

Swenson previously served on the Board of Directors of Wells Fargo from November 1994 to December 2017.

Swenson received a B.A.

in French from San Diego State University.

Swenson is well-qualified to serve on the Board of Directors based on her extensive leadership and directorship experience with technology, media and communications companies.

Carsten Breitfeld has served as FF’s Global Chief Executive Officer since September 2019 and has served as a member of the Board of Directors since July 2021.

Breitfeld is a veteran in the automotive industry and had held various positions with BMW Group for approximately 20 years, including serving as its Group Vice President and Head of the i8 Vehicle Program, which gave birth to the i8 luxury plug-in hybrid model.

From July 2016 to January 2019, Dr.

Breitfeld was the Chief Executive Officer and Chairman of the Board of BYTON, a Chinese electric vehicle startup with operations in

multiple countries and cofounded by Dr.

Breitfeld received his PhD degree in Mechanical Engineering from the University of Hannover.

Breitfeld is well-qualified to serve on the Board of Directors based on his extensive executive experience in the automotive industry and his experience with FF and service as FF’s Global Chief Executive Officer.

Becky Roof was appointed Interim Chief Financial Officer of FF effective March 1, 2022.

Roof has been a Managing Director of AlixPartners, LLP, a global consulting firm, since 2000.

She has previously served as Interim Chief Financial Officer of Lordstown Motors Corp.

RIDE), the Eastman Kodak Company (NYSE:

KODK), Hudson’s Bay Company, Aceto Corp., Anchor Glass Corporation, and several other privately held entities.

In addition, Ms.

Roof currently serves on the advisory board of Texas Wall Street Women and is a member of the United Way Women’s Initiative in Houston.

Prior to joining AlixPartners, Ms.

Roof was a director in the corporate finance, regeneration and disputes practice for PricewaterhouseCoopers.

Previously, she provided litigation support, fraud investigative work, and corporate recovery consulting services for Ernst & Young LLP.

Roof is a CPA (licensed in Texas) * .

She earned a Bachelor of Science degree in business administration and Bachelor of Arts degree in geology from Trinity University.

* Although AlixPartners employs CPAs, it is not an accounting firm.

Chui Tin Mok has served as FF’s Executive Vice President and the Global Head of User Ecosystem since August 2018.

Mok is experienced in managing marketing and sales functions in global internet tech companies.

Prior to joining FF, Mr.

Mok worked in Trend Lab Limited, which Mr.

Mok founded in January 2017.

From September 2017 to January 2018, Mr.

Mok was the President of EFT Solutions Limited (HKEx:

8062), a Hong Kong public company that provides online and offline payment solutions.

From 2013 to 2017, Mr.

Mok served as the Group Chief Marketing Officer of LeEco Group and also the CEO of LeEco APAC.

Mok served as the Global Vice President of Sales and Marketing of Meizu Technology Co., Ltd.

from 2010 to 2013.

Mok received his Higher Diploma in Building Service Engineering from Hong Kong Institute of Vocational Education, and his Executive Master Degree in Business Administration from International Business Academy of Switzerland.

Matthias Aydt has served as FF’s Senior Vice President of Business Development and Product Definition since November 2019, overseeing business development of FF’s business to business sales, technology licensing and strategic cooperation as well as leading its product strategy for future products, and has served as a member the Board of Directors since July 2021.

Aydt has been placed on probation from his executive officer position for a 12-month period effective April 12, 2022.

Aydt has served in various leadership roles at FF, including Senior Vice President of Product Execution, Vice President of Vehicle Engineering and Vehicle Chief Engineer and Head of Hardware Architecture.

Aydt has extensive experience in the automotive industry.

Prior to joining FF in July 2016, Mr.

Aydt served as the Vice President of Vehicle Engineering of Qoros Auto from January 2015 to May 2016, held various positions at Magna Steyr from 2006 to 2014, including Branch Manager and Head of Project Management at Magna Steyr China.

Aydt received his Bachelor of Science degree from Fachhochschule Ulm - Hochschule für Technik.

Aydt is well-qualified to serve on the Board of Directors based on his extensive executive experience in the automotive industry and with FF and his strategic and technical background.

Kruse Jr has served as FF’s Senior Vice President of Product Execution since November 2019, and is responsible for product development, advanced technology, vehicle program management and manufacturing, and leads the product execution strategy.

Kruse also sits on the advisory board of American Battery Solutions and Neah Power Strategic.

Prior to joining FF, Mr.

Kruse was the Chief Technology Officer of Karma Automotive from January 2017 to October 2019, and Chief Technology Officer of Qoros Automotive from June 2015 to December 2016.

Prior to that, from May 2013 to October 2014, he served as the Vice President of Townsend Capital and before that, from November 2010 to May 2013, Mr.

Kruse was the Chief Operating Officer and a member of the board of Saktis3 Inc., a startup solid-state battery company.

From 1978 to 2009, Mr.

Kruse worked in General Motors Corporation Michigan in various leadership capacities, including the Global Executive Director in charge of hybrid, electric vehicles and advanced technology batteries, among others.

Kruse holds a Bachelor of Science degree in Electrical Engineering from Missouri University of Science & Technology and a Master of Science degree in Management from Massachusetts Institute of Technology.

Hong Rao has served as FF’s Vice President of I.A.I.

(Internet, Autonomous Driving, Intelligence) since April 2015, overseeing technology innovation, product and technology roadmap, system architecture, software and AI, among others.

Prior to joining FF, Mr.

Rao served as Co-Founder and Chief Technology Officer at Borqs Technologies from October 2007 to March 2015 and held several engineering leadership positions in Motorola from 2003 to 2007.

Rao received his Master of Business Administration degree from Arizona State University, his Master of Science degree in Electrical Engineering from Beijing Institute of Technology, and his Bachelor of Science degree in Electrical Engineering from Shanghai University of Science & Technology.

Qing Ye has served as a member of the Board of Directors since July 2021.

Ye joined FF in February 2018 and currently serves as FF’s Vice President of Business Development and FF PAR.

Ye also served as a director of Faraday Future from September 2018 to February 2020.

Prior to joining FF, Mr.

Ye served as the Vice President of Smart Device Overseas at LeEco from November 2016 to May 2017, and President of LeEco U.S.

from May 2017 to February 2018, as a member of the Board of Directors of Lucid Motors from September 2017 to August 2018, and as a Country GM/MD of Huawei Consumer BG at Huawei France from January 2014 to October 2016.

Ye received his Master degree in Electronics Engineering from Zhongshan University and his Bachelor degree in Engineering and Administration from Huazhong Science and Technology University.

Ye is well-qualified to serve on the Board of Directors due to his extensive leadership experience in electric vehicle and technology companies.

Jordan Vogel has served as a member of the Board of Directors since July 2021.

Vogel was appointed as FF’s Lead Independent Director effective January 31, 2022.

Prior to that, Mr.

Vogel was PSAC’s Chairman, Co-Chief Executive Officer and Secretary from its inception until the consummation of the Business Combination in July 2021.

Vogel has been actively investing in and managing residential real estate in New York City since 2001.

Since April 2009, Mr.

Vogel has served as Co-Founder and Managing Member of Benchmark Real Estate Group, LLC, a real estate investment company.

Vogel oversees all of the firm’s acquisitions and is a member of its Investment Committee.

Prior to founding Benchmark, Mr.

Vogel worked at SG2 Properties, LLC, heading their acquisitions group from 2004 to 2009.

Prior to SG2, Mr.

Vogel worked at William Moses Co., Inc., an owner-operator of luxury apartments in Manhattan, from 2002 to 2004.

He was responsible for asset management and the day-to-day operation of the entire portfolio.

Vogel began his career in private equity in 2000 at Cramer Rosenthal McGlynn, LLC, a money management firm located in New York City.

Vogel graduated with a B.S.

in Economics from the University of Pennsylvania and received an M.S.

in Real Estate Development from New York University.

Vogel is well-qualified to serve on the Board of Directors due to his investment experience and special purpose acquisition company experience.

Krolicki has served as a member of the Board of Directors since July 2021, and from July 2021 to January 2022, as Chairman of the Board of Directors.

Krolicki sat on the advisory board of FF from June 2019 to April 2020 and has been a director of FF since May 2020.

Krolicki has extensive experiences in both the public and private sectors, and has served as a director or member of the advisory board in various companies.

Krolicki was the Lieutenant Governor of the State of Nevada from 2007 to 2014 and the State Treasurer of the State of Nevada from 1999 to 2006.

Krolicki also served in a wide variety of positions, including Chairman of the Nevada Commission on Economic Development and President of the Nevada State Senate.

Krolicki sits on the boards of Vislink Technologies, Inc.

VISL), and Nevada Nanotech Systems (and is currently its chairman of the audit committee).

He is also the director of government relations of Customer Engagement Technologies, a payment solutions company in partnership with JPMorgan Chase.

Krolicki holds a B.A.

degree in Political Science from Stanford University.

Krolicki is well-qualified to serve on the Board of Directors based on his directorship experience with various companies, governance experience from his public service careers and extensive experience in the financial and technology industries

Edwin Goh has served as a member of the Board of Directors since July 2021.

Goh has extensive experience

in finance and strategy in the Technology, Media and Telecommunications (TMT) sector.

Goh also serves as a business consultant to a variety of companies.

Prior to that, Mr.

Goh worked for Barclays Investment Bank in Europe and Asia for over 10 years and most recently served as the Head of Asia Pacific TMT.

Before joining Barclays, he worked at Goldman Sachs in London and Bain & Company in Singapore and Los Angeles.

Goh received his MBA degree from The Wharton School, University of Pennsylvania.

He also holds a Masters of Engineering in Civil Engineering from Imperial College, University of London.

Goh is well-qualified to serve on the Board of Directors based on his skills and experiences in finance and consulting and knowledge of the technology and internet industry.

Lee Liu has served as a member of the Board of Directors since July 2021.

Liu has extensive experience in human resource, social capital and organizational capital management.

Currently, Mr.

Liu serves as founder and Chief Executive officer of King Maker Company (KMC) and Chairman of China Intelligent Management Association, a national society focusing on human resource development.

Prior to founding KMC as well as CIMA in May 2020, Mr.

Liu served as Senior Vice President of Human Resources at Baidu Inc., and the Chairman of Baidu Cloud Business.

Prior to joining Baidu in April 2011, Mr.

Liu served a variety of management roles in Motorola Inc.

across regions and countries, including the Vice President of Global Human Resources.

Liu received his PhD degree in Economics from Southwestern University of

Finance and Economics.

He also holds an Executive MBA degree from Peking University and a Bachelor degree in Microelectronics from Tianjin University.

Liu is well-qualified to serve on the Board of Directors based on his extensive background in technology and internet services and human resources management.

Vogel has served as a member of the Board of Directors since July 2021.

Vogel has served as the Managing Member at Vogel Partners LLC, a private investment and advisory firm, since July 2016.

From 2002 to July 2016, Mr.

Vogel served as Managing Director at Davidson Kempner Capital Management.

From 1999 to 2001, he worked at MPF Investors, L.L.C.

Prior to MPF Investors, he was an investment banker at Chase Securities, Inc.

Vogel has served on numerous boards during his career, including the board of Seadrill Ltd.

from July 2018 to February 2020, Arch Coal, Inc.

from October 2016 to May 2019 and Key Energy Services, Inc.

from December 2016 to April 2019.

Currently, Mr.

Vogel serves on the Board of Directors of the following public companies:

Alpha Metallurgical Resources, Inc.

since December 2019, CBL & Associates Properties, Inc.

since October 2020, Avaya Holdings Corp.

since December 2017 and Bonanza Creek Energy since April 2017.

Vogel received his Master of Business Administration Degree from The Wharton School at the University of Pennsylvania and his Bachelor’s degree in Business Administration from Washington University.

Vogel is well-qualified to serve on the Board of Directors due to his mix of experience with executive management oversight, finance and capital markets, human resources and compensation, and strategic planning.

Except for Messrs.

Jordan Vogel, our Lead Independent Director, and Scott D.

Vogel, a director, who are brothers, there are no other family relationships among any of our directors or executive officers.

Audit Committee Information

FF’s Audit Committee currently consists of Scott Vogel, Edwin Goh and Brian Krolicki, each of whom is “independent” as such term is defined for Audit Committee members under the rules of the SEC and the listing standards of NASDAQ.

Vogel is the chair of the Audit Committee.

The Board has determined that Edwin Goh, Brian Krolicki and Scott Vogel each qualifies as an “audit committee financial expert” as defined under the rules of the SEC.

As more fully described in its charter, the primary responsibilities of the Audit Committee include (i) to appoint the independent registered public accounting firm and oversee the relationship, and approve the audit and non-audit services to be performed by the independent registered accounting firm;

(ii) to review FF’s quarterly and annual financial statements with management and the independent registered public accounting firm;

(iii) to review FF’s financial reporting processes and internal controls;

(iv) to review and approve all transactions between FF and related persons;

and (v) to discuss the policies with respect to risk assessment and risk management, information technology and cybersecurity risks, and other major litigation and financial risk exposures, and the steps management has taken to monitor and control such exposures.

The Audit Committee has adopted a written charter approved by the Board of Directors, which is available on FF’s website at https://investors.ff.com/corporate-governance/governance-overview.

Guidelines for Selecting Director Nominees

The Nominating and Governance Committee (the “Nominating Committee”) is responsible for, among other things, determining the criteria for Board membership, recommending Board candidates, and proposing any changes to the composition of the Board;

provided that the nomination of directors by FF Top are subject to the Shareholder Agreement.

The guidelines for selecting nominees, which are specified in the Nominating Committee charter, generally provide that persons to be nominated:

• should have demonstrated notable or significant achievements in business, education or public service;

• should possess the requisite intelligence, education and experience to make a significant contribution to the Board and bring a range of skills, diverse perspectives and backgrounds to its deliberations;

• should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the stockholders.

In selecting director nominees, the Nominating Committee shall consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the Board.

The Nominating Committee may require certain skills or attributes, such as financial or accounting

experience, to meet specific Board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of Board members.

It is the policy of the Nominating Committee to consider persons for Board nomination identified by its members, management, stockholders, investment bankers and others, and to evaluate those individuals using the same criteria.

The Nominating Committee will not distinguish among nominees recommended by stockholders and other persons.

The Company’s stockholders may recommend nominees for consideration by the Nominating and Corporate Governance Committee by submitting the names and supporting information to the Company’s Secretary or the Chair of the Nominating and Corporate Governance Committee;

provided that the nomination of directors by FF Top are subject to the Shareholder Agreement.

Under the Shareholder Agreement entered into between FF and FF Top, based on FF Top having voting power over 36.2% of our issued and outstanding common stock as of March 31, 2022, FF Top currently has the right to nominate four out of nine directors on the Board.

Code of Ethics

FF has a Code of Ethics that applies to all of its employees, officers, and directors.

This includes FF’s principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions.

The full text of the Code of Ethics is posted on FF’s website at www.ff.com .

FF intends to disclose on its website any future amendments of the Code of Ethics or waivers that exempt any principal executive officer, principal financial officer, principal accounting officer or controller, persons performing similar functions, or FF’s directors from provisions in the Code of Ethics.

The information required by Item 10 will be contained in, and is hereby incorporated by reference to, our definitive proxy statement for the 2023 Annual Meeting of Stockholders (the “2023 Proxy Statement”), which we will file pursuant to Regulation 14A with the Commission within 120 days after the close of the year ended December 31, 2022.

This includes information regarding our Code of Business Conduct and Ethics.

Executive Compensation

This section discusses the material components of the executive compensation program for certain of FF’s executive officers and directors.

As an “emerging growth company” as defined in the JOBS Act, FF is not required to include a Compensation Discussion and Analysis section and has elected to apply the scaled back disclosure requirements applicable to emerging growth companies, which require compensation disclosure for FF’s principal executive officer and its two most highly compensated executive officers other than the principal executive officer whose total compensation for 2021 exceeded $100,000 and who were serving as executive officers as of December 31, 2021.

We refer to these individuals as “named executive officers.” For 2021, FF’s named executive officers and the positions each held as of December 31, 2021 were:

Carsten Breitfeld, Global Chief Executive Officer

• Chui Tin Mok, Executive Vice President and Head of User Ecosystem

• Yueting Jia (YT Jia), Founder and Chief Product and User Ecosystem Officer

We expect that FF’s executive compensation program will continue to evolve to reflect FF’s status as a newly publicly-traded company, while still supporting FF’s overall business and compensation objectives of attracting, motivating and retaining individuals who contribute to the long-term success of FF.

For example, during 2021, the Board of Directors, upon recommendation of its Compensation Committee, adopted a clawback policy allowing FF to clawback compensation following a financial restatement or misconduct by a covered executive.

Each of the named executive officers is subject to the clawback policy.

The compensation committee of the Board of Directors is responsible for administering FF’s executive compensation program and, at the direction of the Compensation Committee, FF has retained Mercer (US) Inc.

(“Mercer”), an independent executive compensation consultant, to help advise on FF’s executive compensation program.

2021 Compensation of Named Executive Officers

Base salaries are intended to provide a level of compensation sufficient to attract and retain an effective management team, when considered in combination with the other components of the executive compensation program.

In general, FF seeks to provide a base salary level designed to reflect each executive officer’s scope of responsibility and accountability.

Please see the “Salary” column in the “Summary Compensation Table – Fiscal 2021” for the base salary amounts received by each named executive officer in 2021.

Following the completion of the previously disclosed investigation by the special committee of independent directors in January 2022, FF’s Board of Directors approved a 25% reduction in the annual base salaries for Dr.

Breitfeld and Mr.

During 2021, our named executive officers also received retention bonuses pursuant to the terms of their employment agreements.

Please see “ Employment Agreements, Offer Letters and Other Compensatory Agreements ” below for further

information regarding the 2021 retention bonuses received by our named executive officers.

In addition, during 2021, our named executive officers received lump sum bonuses equal to the amount by which each of his base salary was reduced pursuant to the Company’s Crowd Entrepreneurship Program (CEP), which was a voluntary salary reduction program adopted by the Company in March 2020 in response to the COVID-19 crisis and which reduced salary was repaid through a combination of equity grants and a cash bonus.

Pursuant to the terms of their offer letters, Messrs.

Mok and Jia were also eligible for discretionary target bonuses in the amount of $300,000 and $350,000, respectively.

As of the date of this Form 10-K, the actual discretionary bonus amounts for Messrs.

Mok and Jia had not yet been determined.

A Form 8-K disclosing these amounts will be filed if any discretionary bonuses are awarded with respect to 2021.

Please see the “Bonus” column in the “Summary Compensation Table – Fiscal 2021” for the retention bonuses and CEP bonuses received by each named executive officer in 2021.

Equity Awards

To further focus FF’s executive officers on FF’s long-term performance, FF has granted equity compensation in the form of stock options and, in 2021, restricted stock.

During 2021, Dr.

Breitfeld received stock options with respect to 565,200 shares, which are scheduled to vest over seven years, with 226,080 shares subject to these options scheduled to vest as follows:

25% on the one-year anniversary of the start of production of FF 91 (the “FF 91 SOP”) and the remaining 75% in equal monthly installments over the following 36 months thereafter;

113,040 shares subject to these options scheduled to vest in 48 equal monthly installments beginning on the one-year anniversary of the FF 91 SOP;

113,040 shares subject to these options scheduled to vest in 48 equal monthly installments beginning on the two-year anniversary of the FF 91 SOP;

and 113,040 shares subject to these options scheduled to vest in 48 equal monthly installments beginning on the three-year anniversary of the FF 91 SOP.

Prior to the Closing, employees of Legacy FF received restricted stock awards that were converted into shares of FF at the closing of the Business Combination.

As a result, Dr.

Breitfeld and Messrs.

Jia and Mok received restricted stock awards with respect to 67,312, 72,749 and 21,477 shares, respectively.

These restricted stock awards were being granted in recognition of reduced prior compensation received by employees of Legacy FF.

These restricted stock awards vested 90 days following the closing of the Business Combination, subject to the recipient’s continued employment through such date.

Please see the “Summary Compensation Table – Fiscal 2021” and the “Outstanding Equity Awards at 2021 Fiscal Year-End” table for further information regarding the equity grants received by the named executive officers during 2021.

Summary Compensation Table - Fiscal 2021

The following table sets forth certain information concerning compensation paid to the named executive officers for the fiscal year ended December 31, 2021 and, to the extent required by the SEC executive compensation disclosure rules, 2020:

Name and Principal Position Year Salary ($) (1)

Bonus ($) (2)

Stock Awards ($) (3)

Option Awards ($) (3)

Non-Equity Incentive Plan Compensation ($) All Other Compensation ($) (4)

Carsten Breitfeld (5)

2021 1,908,333 2,695,021 673,125 2,213,144 — 413,357 7,902,980

Global Chief Executive Officer 2020 468,313 400,000 — 1,765,581 — 221,911 2,855,805

Chui Tin Mok (6)

2021 450,000 1,269,917 214,773 — — 1,934,690

Executive Vice President and Head of User Ecosystem 2020 163,417 200,000 — 285,760 — — 649,177

Yueting Jia (7)

2021 650,379 587,250 727,500 — — 15,728 1,980,857

Founder and Chief Product and User Ecosystem Officer

(1) The annualized base salaries for the NEOs at the beginning of fiscal 2020 were as follows:

Breitfeld, $2,250,000;

Mok, $500,000 and Mr.

Jia, $900,000.

In response to the COVID-19 pandemic, Legacy FF reduced the base salaries of each NEO in March 2020, which continued through March 2021.

The amounts reported in this column for 2020 and 2021 represent base salaries earned by the NEOs during fiscal 2020 and 2021, which included the application of the COVID-19 reduction.

(2) Pursuant to the terms of their offer letters, Messrs.

Mok and Jia were also eligible for discretionary target bonuses in the amount of $300,000 and $350,000, respectively.

As of the date of this Form 10-K, the actual discretionary bonus

amounts for Messrs.

Mok and Jia had not yet been determined.

A Form 8-K disclosing these amounts will be filed if any discretionary bonuses are awarded with respect to 2021.

(3) The amounts reported in this column reflect the grant date fair value of time-based restricted stock and time-based stock option awards, as applicable, granted to the named executive officers during 2021 and are accounted for in accordance with FASB ASC Topic 718.

The awards were valued in accordance with FASB ASC Topic 718 and, in the case of Dr.

Breitfeld’s performance-based option, based on the assumed achievement of the performance condition at the time of grant, which was considered the probable achievement level at the time of grant.

Please see Note 14 to the Audited Financial Statements included elsewhere in this Form 10-K for the fiscal year ended December 31, 2021 (the “Audited Financial Statements”) for a discussion of the relevant assumptions used in calculating these amounts.

Breitfeld, this amount includes (1) $202,692 for each of 2020 and 2021, which is the market value of the corporate housing provided to Dr.

Breitfeld in each applicable year, (2) a tax reimbursement for 2021 of $199,315 with respect to the corporate housing benefit, and (3) the value of a rental car provided to Dr.

Breitfeld during the applicable years in the amounts of $11,350 for 2021 and $19,219 for 2020.

FF updated its methodology for determining the aggregate incremental cost of corporate housing as compared to its prior filings.

Previously, the methodology used to determine the cost of the corporate housing was determined on a per bedroom basis rather than the full cost of the rental property.

In addition, FF updated its methodology for determining the aggregate incremental cost to reflect the fact that the rented property was used exclusively by Dr.

The “aggregate incremental cost” reflects the amount paid on a monthly basis to a third-party leasing agency.

Jia, this amount represents the incremental cost of his use of a company car provided to him during 2021.

(5) The amount included in the “Bonus” column for Dr.

Breitfeld for 2021 represents the portion of the signing and retention bonus ($1,096,667) granted to Dr.

Breitfeld that vested during 2021.

The remaining portion of the signing and retention bonus vests based on Dr.

Breitfeld’s continued employment through August 2022.

In addition, this amount includes the lump sum bonus equal to the amount by which his base salary was reduced pursuant to the Company’s Crowd Entrepreneurship Program (CEP), which was a voluntary salary reduction program adopted by the Company in March 2020 in response to the COVID-19 crisis and which reduced salary was repaid through a combination of equity grants and a cash bonus.

Please see “Employment Agreements, Offer Letters and Other Compensatory Agreement s” below for further information regarding the 2021 bonuses received by Dr.

(6) The amount included in the “Bonus” column for Mr.

Mok for 2021 represents the portion of the signing and retention bonus ($1,000,000) granted to Mr.

Mok that vested during 2021.

The remaining portion of the bonus vests based on Mr.

Mok’s continued employment through October 2023, as described in more detail below under “Employment Agreements, Offer Letters and Other Compensatory Agreements.” In addition, this amount includes the lump sum bonus equal to the amount by which his base salary was reduced pursuant to the CEP.

Jia was not a named executive officer in 2020.

The amount included in the “Bonus” column for Mr.

Jia for 2021 represents the lump sum bonus equal to the amount by which his base salary was reduced pursuant to the CEP.

Employment Agreements, Offer Letters and Other Compensatory Agreements

Carsten Breitfeld

Breitfeld entered into an employment agreement with Faraday&Future, Inc., a California corporation and a wholly owned subsidiary of FF (“FF U.S.”), dated August 6, 2019, that provides for his employment as FF’s Global Chief Executive Officer.

The agreement has a term of three years and provides for Dr.

Breitfeld to receive an annual base salary of $2,250,000 (which was temporarily reduced to $1,800,000).

In connection with the Business Combination, Dr.

Breitfeld’s base salary was increased to $2,250,000 and he received a lump sum bonus equal to the amount by which his base salary was reduced from September 2019 to the closing of the Business Combination.

The agreement also provides that Dr.

Breitfeld will be paid a signing and retention bonus of $1,200,000, which vests in three annual installments in August 2020, August 2021 and August 2022, and that he is entitled to receive a discretionary annual performance bonus.

The agreement also provides that Dr.

Breitfeld, in his capacity as a partner in FF Global, will be granted an initial option to purchase 13 million Class A ordinary shares of Legacy FF (which was granted in April 2020) and will receive a future option grant to purchase 4 million Class A ordinary shares of Legacy FF if FF achieves certain milestones on certain dates as specified by FF’s founder.

Breitfeld is also entitled to participate in all benefit programs provided to employees of FF U.S.

generally and to reimbursement for business expenses, paid time off, a car allowance, payment for visa application and legal fees and $5,000 for accounting advisors retained to advise Dr.

Breitfeld on the computation of his personal taxes.

Breitfeld is also provided corporate housing by FF U.S.

(or a monthly housing allowance not to exceed $8,000).

has also agreed to reimburse Dr.

Breitfeld for monthly contributions to the German Public Retirement Insurance System although no reimbursements were made with respect to 2021.

Breitfeld’s employment is terminated by FF U.S.

without cause (as such term is defined in the employment agreement), he will receive, subject to him executing and not revoking a general release of claims in favor of FF U.S., a lump sum payment equal to his base salary for the remainder of the term of the employment agreement.

Breitfeld’s employment is terminated due to his death or disability (as such term is defined in the employment agreement), FF U.S.

Breitfeld (or his estate) a lump sum payment equal to three months base salary.

The employment agreement contains an indefinite confidentiality clause, one-year post-termination non-solicitation of employees and independent contractors’ clause, one-year post-termination non-interference with customers clause, and one-year post termination non-disparagement clause.

Breitfeld’s employment agreement was amended, effective as of the effective time of the Business Combination, to provide that he will serve as the Chief Executive Officer of FF and report to the FF Board of Directors, to remove provisions that are no longer operative and to add customary provisions for public company employment agreements, such as a 280G cutback provision.

Mok entered into an offer letter with FF U.S., dated October 10, 2018, that provides for his employment as FF’s Global UP2U EVP.

The offer letter provides for Mr.

Mok to receive an annual base salary of $500,000.

The agreement also provides that Mr.

Mok will be paid a signing and retention bonus of $1,000,000, which vests over 60 months through October 2023, and that he is entitled to receive a discretionary annual performance bonus (with a target amount of $300,000).

Mok is also entitled to participate in FF U.S.’s health insurance, 401(k) plan, paid time off and paid holidays.

Jia entered into an offer letter with Faraday&Future Inc.

in March 2021 that provides for his employment as Founder and Chief Product and User Ecosystem.

The offer letter provides for Mr.

Jia to receive an annual base salary of $600,000 and eligibility to receive an annual performance bonus of up to $350,000.

Jia is also entitled to participate in FF U.S.’s health insurance, 401(k) plan, paid time off and paid holidays.

Outstanding Equity Awards at 2021 Fiscal Year-End

FF Equity Awards:

The table below sets forth certain information concerning outstanding stock options to purchase Class A Common Stock of FF.

As of December 31, 2021, Mr.

Jia did not hold any outstanding equity awards with respect to FF.

Option Awards

Name Date of Grant Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Equity Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options

Option Exercise Price ($) Option Expiration Date

Carsten Breitfeld 4/8/2020 137,771 1,285,827 (1)

— 2.41 4/8/2030

7/26/2020 11,981 53,905 (2)

— 2.41 7/26/2030

4/28/2021 — 565,200 (3)

7.95 4/28/2031

Chui Tin Mok 5/30/2019 367,397 480,403 (4)

— 2.55 5/30/2029

7/26/2020 45,165 187,329 (5)

— 2.41 7/26/2030

Yueting Jia — — — — — —

(1) This option is scheduled to vest as follows (subject in each case to the named executive officer’s continued employment through the applicable vesting date):

● With respect to 321,456 shares, in twenty-one equal monthly installments on the third day of each month through September 3, 2023.

● With respect to 252,573 shares, in thirty-three equal monthly installments on the third day of each month through September 3, 2024.

● With respect to 344,418 shares, in forty-five equal monthly installments on the third day of each month through September 3, 2025.

● With respect to 367,380 shares, in forty-eight equal monthly installments beginning on September 3, 2022.

(2) This option vested as to 25% of the shares subject to the option on March 16, 2021 and the remaining portion of the option shall vest in thirty-six equal monthly installments thereafter, subject to the named executive officer’s continued employment through the applicable vesting date.

(3) This option is scheduled to vest as follows (subject in each case to the named executive officer’s continued employment through the applicable vesting date):

● With respect to 226,080 shares, 25% on the one-year anniversary of the FF 91 SOP and the remaining 75% in thirty-six equal monthly installments thereafter.

● With respect to 113,040 shares, in forty-eight equal monthly installments beginning on the one-year anniversary of the FF 91 SOP.

● With respect to 113,040 shares, in forty-eight equal monthly installments beginning on the two-year anniversary of the FF 91 SOP.

● With respect to 113,040 shares, in forty-eight equal monthly installments beginning on the three-year anniversary of the FF 91 SOP.

(4) This option is scheduled to vest as follows (subject in each case to the named executive officer’s continued employment through the applicable vesting date):

● With respect to 91,845 shares, in thirteen equal monthly installments on the eighth day of each month through January 8, 2023.

● With respect to 88,301 shares, in twenty-five equal monthly installments on the eighth day of each month through January 8, 2024.

● With respect to 130,697 shares, in thirty-seven equal monthly installments on the eighth day of each month through January 8, 2025.

● With respect to 169,560 shares, in forty-eight equal monthly installments beginning on January 8, 2022.

This option is scheduled to vest as follows (subject in each case to the named executive officer’s continued employment through the applicable vesting date):

With respect to 155,538 shares, in twenty-seven equal monthly installments on the eighth day of each month through March 16, 2024.

With respect to 15,897 shares, in thirty equal monthly installments on the eighth day of each month through Jun 26, 2024.

With respect to 7,416 shares, in forty-two equal monthly installments on the eighth day of each month through Jun 26, 2025.

With respect to 4,239 shares, in forty-eight equal monthly installments beginning on June 26, 2022.

With respect to 4,239 shares, in forty-eight equal monthly installments beginning on June 26, 2023.

FF Global Equity Awards:

As described in “ Partnership Program ,” certain members of FF management (including each of the named executive officers) and other FF employees participate as partners in FF Global, an indirect shareholder of FF through FF Global’s controlling equity interest in an indirect parent company of FF Top.

Under the terms of their participation, the executive pays the purchase price for their equity interests in FF Global in 10 annual installments.

The table below sets forth the FF Global equity interests for each of the named executive officers as of December 31, 2021.

FF Global has informed FF that FF Global intends to amend its governance documents to, among other things, revise the voting provisions and certain economic rights of the members.

FF Global Awards

Name Date of Grant Number of Securities Underlying Unexercised Awards (1) Exercisable(1) Number of Securities Underlying Unexercised Awards (1) Unexercisable(1) Per-Unit Purchase Price ($) Award Expiration Date

Carsten Breitfeld

The FF Global equity interests are fully vested and exercisable.

However, if the executive does not pay an installment of the purchase price when due, the equity interests related to that installment will be forfeited to FF Global without consideration.

Description of Retirement Plans

FF maintains a defined contribution 401(k) plan for the benefit of its full-time employees based in the United States, although none of the named executive officers participated in the plan during 2021.

This 401(k) plan is intended to qualify under Section 401 of the Internal Revenue Code so that employee contributions and income earned on such contributions are not taxable to employees until withdrawn.

Employees may elect to defer a portion of their eligible compensation, not to exceed the statutorily prescribed annual limit, in the form of elective deferral contributions to this 401(k) plan.

This 401(k) plan also has a “catch-up contribution” feature for employees aged 50 or older (including those who qualify as “highly compensated” employees) who can defer amounts over the statutory limit that applies to all other employees.

Currently, FF does not make any discretionary or matching employer contributions to the 401(k) plan.

Participants are always vested in their contributions to the 401(k) plan.

Breitfeld participates in the German Public Retirement Insurance System as required under German law.

FF does not make any contributions to this retirement plan, but as noted above in the description of his employment agreement, FF will reimburse Dr.

Breitfeld for his contributions to this retirement system, although no reimbursements were made with respect to 2021.

Director Compensation Table - Fiscal 2021

The following table sets forth certain information concerning compensation paid to each of FF’s non-employee directors during 2021.

Breitfeld, Mr.

Aydt also serve as directors of FF;

however, they did not receive any additional compensation for their service on the FF Board during 2021.

Please see the “Summary Compensation Table – Fiscal 2021” for the compensation received by Dr.

Breitfeld during 2021.

Name Fees Earned or Paid in Cash ($) Stock Awards ($) Option Awards ($) (1)(2)

Edwin Goh 99,665 — — 99,665

Brian Krolicki 143,538 — — 143,538

Lee Liu 147,140 — — 147,140

Sue Swenson 245,596 — — 245,596

Jordan Vogel 121,296 — — 121,296

Scott Vogel 198,126 — — 198,126

(1) As of December 31, 2021, as a result of his service on the FF Advisory Board from June 2019 through his appointment to the Legacy FF Board of Directors in April 2020, Mr.

Krolicki held options to acquire 103,618 shares of FF Class A common stock.

The options are fully vested as of December 31, 2021.

The following director compensation program relates to FF’s non-employee directors and accordingly, Dr.

Breitfeld, Mr.

Ye will not receive compensation for their services as directors.

In 2021, FF’s non-employee directors earned fees in excess of what it expects non-employee directors to earn in a typical year for their service as directors as a result of the significant number of Board meetings that were held in 2021 (including meetings of the Special Committee).

Effective May 1, 2022, the director compensation program was amended to decrease the meeting fee that applies to every Board and Board

committee meeting after the 15th meeting in a year from $2,000 to $1,500 per meeting and to cap the monthly amount of such fees that may be paid to a director at $50,000.

• Annual Board Cash Retainer:

• Annual Lead Independent Director Cash Retainer :

• Annual Committee Member Cash Retainers:

• Audit Committee:

• Compensation Committee:

• Nominating and Corporate Governance Committee:

• Finance & Investments Committee:

• Annual Executive Chairperson and Committee Chair Cash Premiums:

• Executive Chairperson:

• Audit Committee:

• Compensation Committee:

• Nominating and Corporate Governance Committee:

• Finance & Investments Committee:

• Annual Restricted Stock Unit Award:

• Board Member Initial Year Restricted Stock Unit Premiums:

• All Independent Directors:

• First Year as Board Chair:

$45,000 or as otherwise determined by the Board

• First Year as Committee Chair:

• Compensation for Additional Time:

$1,500 per Board or Board committee meeting for every meeting above 15 per year (measured from August 1, 2021 to July 31, 2022), up to a maximum of $50,000 per month and will repeat annually from August 1 through July 31 of each year.

• Special Committee Compensation:

$25,000 per month per Board Policy for Independent Members appointed to the Special Committee for the duration of this Committee.

Following the filing of the Company’s Form S-8 Registration Statement, each non-employee member of the FF Board of Directors will receive a restricted stock unit award in accordance with the program above, which will vest on the earlier to occur of the one-year anniversary of the grant date or the next annual meeting of stockholders following the grant date.

On January 31, 2022, the Board appointed Ms.

Swenson to serve as Executive Chairperson.

While serving as Executive Chairperson, Ms.

Swenson will be entitled to receive a monthly base salary of $75,000, which amount was reduced from $100,000 effective May 1, 2022 upon Ms.

Swenson’s voluntary waiver of 25% of her monthly base salary in connection with certain cost reduction measures taken by FF.

In connection with her appointment as Executive Chairperson, Ms.

Swenson was also awarded stock options for a number of shares equal to $3,000,000 divided by the January 31, 2022 closing stock price, (i) 50% of which will vest and become exercisable on January 31, 2023, subject to (x) Ms.

Swenson having served not less than ninety (90) days as Executive Chairperson and (y) Ms.

Swenson having served on the Board through January 31, 2023, and (ii) 50% of which will vest and become exercisable based on the achievement of certain stock price-based performance thresholds.

The information required by Item 11 will be contained in, and is hereby incorporated by reference to, our 2023 Proxy Statement.

Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters

The following table and accompanying footnotes set forth information with respect to the beneficial ownership of our Common Stock, as of April 30, 2022, for (1) each person known by us to be the beneficial owner of more than 5% of our outstanding shares of Common Stock, (2) each member of the Board, (3) each of our named executive officers and (4) all of the members of the Board and our executive officers, as a group.

As of April 30, 2022, there were outstanding 238,275,864 shares of Class A Common Stock, 20,410,111 shares of Class A Common Stock to be issued upon submission of paperwork to the transfer agent, 2,387,500 shares of Class A Common Stock to be issued upon the effectiveness of our Registration Statement on Form S-1 (File No.

333-258993), 64,000,588 shares of Class B Common Stock, no shares of Preferred Stock, and 28,196,377 outstanding warrants to purchase shares of Class A Common Stock, consisting of 22,977,568 Public Warrants, 674,551 Private Warrants, 3,874,166 warrants issued to ATW on various dates in 2021 and 670,092 warrants issued to Ares on August 5, 2021.

The beneficial ownership percentages set forth in the table below are based on 325,074,063 shares of Common Stock issued and outstanding as of April 30, 2022 (including, for this purpose, 20,410,111 shares of Class A Common Stock issuable

upon submission of paperwork to the transfer agent and 2,387,500 shares of Class A Common Stock issuable upon the effectiveness of our Registration Statement on Form S-1 (File No.

333-258993) as outstanding shares as of April 30, 2022) and do not take into account the issuance of any shares of Common Stock upon the exercise of warrants to purchase up to 28,196,377 shares of Common Stock that remain outstanding.

In computing the number of shares of Common Stock beneficially owned by a person, we deemed to be outstanding all shares of Common Stock subject to warrants, stock options and restricted stock units held by the person that are currently exercisable or may be exercised or that are scheduled to vest or settle, as applicable, within 60 days of April 30, 2022.

We did not deem such shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

Beneficial ownership for the purposes of the following table is determined in accordance with the rules and regulations of the SEC.

A person is a “beneficial owner” of a security if that person has or shares “voting power”, which includes the power to vote or to direct the voting of the security, or “investment power”, which includes the power to dispose of or to direct the disposition of the security or has the right to acquire such powers within 60 days.

Unless otherwise noted in the footnotes to the following table, and subject to applicable community property laws, the persons and entities named in the table have sole voting and investment power with respect to their beneficially owned Common Stock.

Unless otherwise indicated, the business address of each person listed in the table below is c/o Faraday Future Intelligent Electric Inc., 18455 S.

Figueroa Street, Gardena, California 90248.

Name and Address of Beneficial Owner +

Number of Shares of Common Stock Beneficially Owned Percentage of Outstanding Common Stock

Five Percent Holders:

Season Smart Limited (1)

66,494,117 20.5 %

FF Top Holding LLC (2)

117,705,569 36.2 %

Founding Future Creditors Trust (3)

19,901,731 6.1 %

Directors and Executive Officers

Matthias Aydt (4)

Carsten Breitfeld (5)

Yueting Jia (YT Jia)

Brian Krolicki (6)

Chui Tin Mok (8)

Becky Roof (10)

Jordan Vogel (11)

5,173,732 1.6 %

All executive officers and directors as a group (14 individuals) 8,035,633 2.5 %

* Less than 1%

(1) Season Smart is an indirect subsidiary of China Evergrande Group, a Cayman company.

China Evergrande Group holds its interest in Season Smart through a chain of entities, and China Evergrande Group’s direct and indirect subsidiaries through which it holds interest in Season Smart are New Garland Limited (a British Virgin Islands company) Global Development Limited (a Cayman company), Acelin Global Limited (a British Virgin Islands company), Evergrande Health Industry Holdings Limited (a British Virgin Islands company) and China Evergrande New Energy Vehicle Group Limited (a Hong Kong company) (collectively, the “Evergrande Entities”).

Each Evergrande Entity, by reason of its ownership of the voting securities of the subsidiary below it in the ownership structure, has the right to elect or appoint a majority of the members of the governing body of that subsidiary and, therefore, to direct the management and policies of that subsidiary.

Hui Ka Yan (“Mr.

Hui”) is a controlling shareholder of China Evergrande Group, through his wholly-owned subsidiary, Xin (BVI) Limited (a British Virgin Islands company).

Hui, by reason of his ownership of the voting securities of Xin (BVI) Limited, has the right to elect or appoint the members of the governing body of China Evergrande Group.

result, each Evergrande Entity, Mr.

Hui and Xin (BVI) Limited may be deemed to be the beneficial owner the shares held of record by Season Smart.

(2) Based on information provided by FF Top Holding LLC (“FF Top”), Pacific Technology Holding LLC (“Pacific Technology”) and FF Global Partners LLC (“FF Global”), each a Delaware limited liability company (collectively, the “Reporting Persons”).

Includes (i) 53,704,981 shares of Class A Common Stock held by certain other stockholders of the Company over which the Reporting Persons exercise voting control pursuant to voting agreements, and (ii) 64,000,588 shares of Class B Common Stock held directly by FF Top.

Shares of Class B Common Stock are convertible into of Class A Common Stock of the Company at any time.

Assumes the conversion of the Class B Common Stock referred to above into shares of Class A Common Stock.

Pacific Technology is the managing member of FF Top, and FF Global is the managing member of Pacific Technology.

FF Global is governed by an executive committee (the “FF Global Executive Committee”) consisting of eight managers – YT Jia, Matthias Aydt, Jiawei Wang, Tin Mok, Prashant Gulati, Chaoying Deng, Philip Bethell and Carsten Breitfeld.

A majority of the managers (excluding Dr.

Carsten Breitfeld, who does not yet have voting rights because he has not met the tenure eligibility requirement and once he satisfies the tenure requirement in September 2022, subject to election by the partners of FF Global, he will become a voting manager) present at a meeting of the FF Global Executive Committee where there is a quorum is required to approve any actions of FF Global, including actions relating to the voting and disposition of shares of Common Stock by FF Top.

YT Jia has significant influence over and may control the outcome of any actions taken by the FF Global Executive Committee through a series of familial and personal relationships that he has with the other managers on the FF Global Executive Committee.

(3) Based on a Schedule 13D filed by Founding Future Creditors Trust (“Creditor Trust”) on August 9, 2021.

Includes 19,901,731 shares of Class A common stock.

Creditor Trust also holds a 20% preferred membership interest in Pacific Technology Holding LLC but does not control the disposition of any shares of Class B Common Stock held directly or indirectly by Pacific Technology Holding LLC.

Prol is the trustee of Creditor Trust (the “Trustee”).

The Trustee, solely in his capacity as such and subject to the trust agreement that established and governs the Creditor Trust.

(4) Includes options to acquire 296,757 shares of Class A Common Stock that have vested or will vest within 60 days of April 30, 2022.

(5) Includes options to acquire 345,427 shares of Class A Common Stock that have vested or will vest within 60 days of April 30, 2022.

(6) Includes options to acquire 103,618 shares of Class A Common Stock that have vested or will vest within 60 days of April 30, 2022.

(7) Includes options to acquire 117,090 shares of Class A Common Stock that have vested or will vest within 60 days of April 30, 2022.

(8) Includes options to acquire 553,816 shares of Class A Common Stock that have vested or will vest within 60 days of April 30, 2022.

(9) Includes options to acquire 187,612 shares of Class A Common Stock that have vested or will vest within 60 days of April 30, 2022.

Roof was appointed interim Chief Financial Officer effective March 1, 2022.

(11) These shares consist of (i) 4,610,312 shares of Class A Common Stock and (ii) 563,420 Private Warrants that are exercisable for 563,420 shares of Class A Common Stock within 60 days of the Closing Date held by the Sponsor, of which Jordan Vogel and Aaron Feldman are managing members.

Accordingly, all securities held by the Sponsor may ultimately be deemed to be beneficially held by Messrs.

Vogel and Feldman.

Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

(12) Includes options to acquire 201,706 shares of Class A Common Stock that have vested or will vest within 60 days of April 30, 2022.

+ Does not include shares held of record by CYM Tech Holdings, LLC as a nominee for certain former lenders to FF.

The managers of CYM Tech Holdings, LLC are Chaoying Deng and Matthias Aydt.

The information required by Item 12 will be contained in, and is hereby incorporated by reference to, our 2023 Proxy Statement.

Certain Relationships and Related Person Transactions

In addition to the executive officer and director compensation arrangements discussed in the section titled “ Executive and Director Compensation,” we describe below the transactions since January 1, 2020 to which we have been a participant, in which the amount involved in the transaction exceeds or will exceed $120,000 and in which any of our directors, executive officers or holders of more than 5% of our capital stock, or any immediate family member of, or person sharing the household with, any of these individuals, had or will have a direct or indirect material interest.

Certain Relationships and Related Person Transactions - the Company

Amended and Restated Registration Rights Agreement

In connection with the consummation of the Business Combination on July 21, 2021 (the “Closing”), Property Solutions Acquisition Sponsor, LLC (the “PSAC Sponsor”), EarlyBirdCapital, Inc., FF Top Holding Ltd.

and Season Smart Ltd.

(“Season Smart”) (collectively, the “A&R RRA Parties”) entered into the Amended and Restated Registration Rights Agreement (the “A&R RRA”) with the Company, which became effective upon the consummation of the Business Combination.

In accordance with the A&R RRA, the A&R RRA Parties are entitled to have registered, in certain circumstances, the resale of shares of Class A Common Stock (and the shares of Class A Common Stock underlying warrants to purchase shares of Class A Common Stock (the “Company Warrants”)) held by or issued to them at the Closing, subject to the terms and conditions set forth therein.

Within 45 days of the Closing, the Company is obligated to file a shelf registration statement to register the resale of certain securities and the Company is required to use its reasonable best efforts to have such shelf registration statement declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the 90th calendar day following the filing date if the SEC notifies the Company that it will “review” the shelf registration statement and (y) the tenth (10th) business day after the date the Company is notified in writing by the SEC that such shelf registration statement will not be “reviewed” or will not be subject to further review.

Additionally, at any time and from time to time after one year (or 180 days with respect to Season Smart Ltd.) after the Closing, the A&R RRA Parties representing a majority-in-interest of the total number of shares of Class A Common Stock issued and outstanding on a fully diluted basis held by the A&R RRA Parties (or Season Smart) may make a written demand for registration for resale under the Securities Act of all or part of the shares of the Company’s Common Stock (and the shares of Class A Common Stock underlying Company Warrants) held by or issued to them at the Closing in an underwritten offering involving gross proceeds of no less than $50,000,000.

The Company will not be obligated to effect more than an aggregate of two underwritten offerings per year (or three underwritten offerings per year demanded by Season Smart) and, with respect to Season Smart, such shares of Class A Common Stock do not exceed more than 10% of the outstanding shares of the Company.

The A&R RRA Parties will also be entitled to participate in certain registered offerings by the Company, subject to certain limitations and restrictions.

The Company will be required to pay certain expenses incurred in connection with the exercise of the registration rights under the A&R RRA.

Indemnification Agreements

In connection with the Closing of the Business Combination, the Company entered into indemnification agreements with its directors and executive officers.

Those indemnification agreements and the Amended and Restated Bylaws require the Company to indemnify all directors and officers to the fullest extent permitted by Delaware law against any and all expenses, judgments, liabilities, fines, penalties, and amounts paid in settlement of any claims.

The indemnification agreements also provide for the advancement or payment of all expenses to the indemnitee and for reimbursement to the Company if it is found that such indemnitee is not entitled to such indemnification under applicable law.

Shareholder Agreement

In connection with the Business Combination, FF and FF Top entered into the Shareholder Agreement pursuant to which (a) FF and FF Top agreed on the initial composition of FF’s Board of Directors and (b) so long as FF Top beneficially owns shares of issued and outstanding shares of Class A Common Stock representing in excess of 5% voting power, FF Top will have the right to nominate a specified number of directors on FF’s Board of Directors based on FF Top’s voting power of the issued and outstanding Class A Common Stock, a sufficient number of which will be independent such that FF’s Board of Directors would be comprised of a majority of independent directors assuming the election of the FF Top designees and the other members of FF’s Board of Directors until FF is a “controlled company” as defined in the rules of the national securities exchange on which the Class A Common Stock is listed.

FF Top has the right to nominate a replacement for any of its designees who is not elected or whose board service has terminated prior to the end of such director’s term.

So long as the Shareholder Agreement is in effect, any action by FF’s Board of Directors to increase or decrease the total number of directors comprising FF’s Board of Directors will require the prior written consent of FF Top (which consent shall not be unreasonably withheld, conditioned or delayed) and in connection with any increase or decrease in the total number of directors comprising FF’s Board of Directors, the number of FF Top designees required to be independent will be increased or decreased as may be necessary.

FF Top also has the right for its nominees to serve on each committee of FF’s Board of Directors proportionate to the number of nominees it has on FF’s Board of Directors, subject to compliance with applicable law and stock exchange listing rules.

Under the Shareholder Agreement, FF and FF Top also agreed (a) to take all reasonably necessary action (subject to applicable Board fiduciary duties) to cause the initial FF Board of Directors to be nominated for another one-year term at FF’s first annual meeting following the Closing and (b) that Susan G.

Swenson, Edwin Goh, Brian Krolicki and Lee Liu shall be deemed as the “FF Top Designees” for FF’s first and second annual meetings following the Closing.

FF Shareholder Lockup Agreements

Under the Merger Agreement, as a condition to receiving Class A Common Stock after the Closing in respect of their Legacy FF ordinary shares, Legacy FF’s stockholders were required to execute lockup agreements pursuant to which such stockholders must agree not to sell, transfer or take certain other actions with respect to such shares of Class A Common Stock for a period of 180 days after the Closing, subject to certain customary exceptions.

Under the lock-up agreement entered into by the Vendor Trust.

certain holders of Legacy FF notes payable and related party notes payable and certain warrant holders of Legacy FF, subject to certain limited exceptions, such parties agree that with respect to (a) 33⅓% of the shares of Class A Common Stock received by such Legacy FF stakeholders in connection with the Closing of the Business Combination, not to sell, transfer or take certain other actions with respect to such shares of Class A Common Stock for a period of 30 days after the Closing (which expired on August 20, 2021), (b) 33⅓% of the shares of Class A Common Stock received by such Legacy FF stakeholders in connection with the Closing of the Business Combination (which expired on September 19, 2021), not to sell, transfer or take certain other actions with respect to such shares of Class A Common Stock for a period of 60 days after the Closing, and (c) the remaining 33⅓% of the shares of Class A Common Stock received by such Legacy FF stakeholders in connection with the Business Combination, not to sell, transfer or take certain other actions with respect to such shares of Class A Common Stock for a period of 90 days after the Closing.

The shares of Class A Common Stock to be issued to FF employees on account of their reduced compensation will be subject to a vesting period of 90 days.

The lock-up agreements expired as of January 17, 2022.

Sponsor Lockup Agreement

Under the Merger Agreement, as a condition to Legacy FF’s obligation to close the Business Combination, PSAC was required to deliver to Legacy FF a lockup agreement executed by the PSAC Sponsor pursuant to which the PSAC Sponsor agreed that (a) 50% of the shares of PSAC common stock held by the PSAC Sponsor will not be sold, transferred or otherwise disposed of for a period ending the earlier of (i) the one year anniversary of the Closing , and (ii) the date on which the closing price of shares of PSAC common stock on the principal securities exchange or securities market on which such shares are then traded equals or exceeds $12.50 per share for any twenty trading days within any thirty trading day period after the Closing ;

and (b) the other 50% of the shares of PSAC common stock held by the PSAC Sponsor will not be sold, transferred or otherwise disposed of for a period ending earlier of (i) the one year anniversary of the Closing and (ii) the date on which PSAC completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of PSAC’s stockholders having the right to exchange their shares for cash, securities or other property.

Certain Relationships and Related Person Transactions — PSAC

Founder Shares

On February 11, 2020, the PSAC Sponsor purchased an aggregate of 5,750,000 shares of the PSAC’s common stock for an aggregate price of $25,000 (the “Founder Shares”).

The Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture by the PSAC Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the PSAC Sponsor would collectively own 20% of PSAC’s issued and outstanding shares after the initial public offering.

As a result of the underwriters’ election to partially exercise their over-allotment option on July 31, 2020 and the expiration of the remaining over-allotment option, 5,608 Founder Shares were forfeited, resulting in there being 5,744,392 Founder Shares issued and outstanding.

The PSAC Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until (1) with respect to 50% of the Founder Shares, the earlier of one year after the completion of a business combination and the date on which the closing price of the common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after a business combination and (2) with respect to the remaining 50% of the Founder Shares, one year after the completion of a business combination, or earlier, in either case, if, subsequent to a business combination, PSAC completes a liquidation, merger, stock exchange or other similar transaction which results in all of PSAC’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Private Units

Contemporaneously with the closing of the initial public offering and the exercise of the overallotment option, the PSAC Sponsor purchased an aggregate of 483,420 private units in a private placement at a price of $10.00 per private unit.

Each private unit consists of one share of common stock (“Private Share”) and one Private Warrant.

The private units were identical to the units sold in the initial public offering except that the Private Warrants:

(i) will not be redeemable by PSAC and (ii) may be exercised for cash or on a cashless basis, so long as they are held by the initial purchasers or any of their permitted transferees.

If the Private Warrants are held by holders other than the initial purchasers or any of their permitted transferees, the Private Warrants will be redeemable by PSAC and exercisable by the holders on the same basis as the warrants included in the units sold in the initial public offering.

The PSAC Sponsor advanced PSAC an aggregate of $75,000 to cover expenses related to the initial public offering.

The advances were non-interest bearing and due on demand.

The outstanding advances of $75,000 were repaid upon the consummation of the initial public offering on July 24, 2020.

Promissory Notes

On February 14, 2020, PSAC issued an unsecured promissory note to the PSAC Sponsor (the “Promissory Note”), pursuant to which PSAC may borrow up to an aggregate principal amount of $150,000.

The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2020, (ii) the consummation of the initial public offering or (iii) the date on which PSAC determines not to proceed with the initial public offering.

The outstanding balance under the Promissory Note of $133,000 was repaid upon the consummation of the initial public offering on July 24, 2020.

On February 28, 2021, PSAC issued an unsecured promissory note to the PSAC Sponsor pursuant to which PSAC may borrow up to an aggregate principal amount of $500,000 and on June 7, 2021 and July 8, 2021 PSAC issued another unsecured promissory note to the PSAC Sponsor pursuant to which PSAC may borrow up a further $200,000 and $100,000, respectively (the “Promissory Notes”).

The Promissory Notes are non-interest bearing.

At the Closing, all of the unpaid balance of the notes were converted into units consisting of one share of Class A Common Stock and one warrant to purchase a share of Class A Common Stock at $10.00 per unit.

Subscription Agreements

In connection with the execution of the Merger Agreement, PSAC entered into separate Subscription Agreements with certain accredited investors or qualified institutional buyers (collectively, the “Subscription Investors”) concurrently with the execution of the Merger Agreement on January 27, 2021.

The Subscription Agreements require PSAC to use commercially reasonable efforts to have an effective shelf registration statement registering the resale of the shares of PSAC common stock held by the Subscription Investors within 60 calendar days (or 90 calendar days if the SEC notifies PSAC that it will review the registration statement) following the Closing of the Business Combination.

Agreement with Riverside Management Group

PSAC entered into a transaction services agreement, dated as of October 13, 2020 (and amended on October 26, 2020), pursuant to which Riverside Management Group (“RMG”) provided consulting and advisory services in connection with the Business Combination in exchange for (i) $10.0 million in cash from PSAC at the Closing of the Business Combination, (ii) 1,697,500 shares of Class A Common Stock with an equal amount of shares of common stock in PSAC being forfeited by the PSAC Sponsor for no consideration immediately prior to the Closing, and (iii) Class A Common Stock issued by FF immediately after the Closing of the Business Combination having a value equal to $6.9 million, with an attributed value of $10.00 per share of Class A Common Stock (the “Original RMG Agreement”).

On July 18, 2021, PSAC entered into an omnibus transaction services fee agreement and acknowledgement with the Sponsor, FF, RMG and Philip Kassin, Robert Mancini and James Carpenter (each, a “Service Provider” and, collectively, the “Service Providers”), pursuant to which (i) the Service Providers, together with such other service providers, who assisted the Service Providers as identified by the Service Providers, replaced RMG as the recipients of the cash and share compensations under the Original RMG Agreement and (ii) the Company agreed to issue 2,387,500 registered shares of Class A Common Stock to the parties upon effectiveness of the registration statement covering these shares.

Certain Relationships and Related Person Transactions - Legacy FF

Restructuring Agreement with Evergrande

In November 2017, Legacy FF received a commitment from Season Smart Limited (“Season Smart”), an affiliate of Evergrande Health Industry Group (“Evergrande”), to provide $2.0 billion in funding, subject to certain conditions, in exchange for a 45% preferred equity stake in Legacy FF.

Evergrande initially funded $800 million in 2018, and the terms of the agreement provided that the remaining $1.2 billion would be contributed by the end of 2019 and 2020, subject to certain conditions.

After a dispute among Legacy FF, Season Smart and certain of their affiliates regarding, among other things, whether certain conditions to Season Smart’s requirement to provide additional funding were satisfied, on December 31, 2018, Legacy FF, Season Smart and certain of their affiliates entered into a restructuring agreement pursuant to which Season Smart’s preferred equity interest in Legacy FF was restructured and reduced to 32% preferred equity stake in Legacy FF and the Legacy FF affiliated parties and Season Smart affiliated parties released one another and their respective affiliates from certain claims

(including Season Smart’s obligation to make additional investments in Legacy FF) (the “Restructuring Agreement”).

In addition, the Restructuring Agreement provided that Legacy FF may at any time before December 31, 2023 redeem, in part or in whole, the Legacy FF shares held by Season Smart at a predetermined redemption price.

The Restructuring Agreement also provided that, among other matters, (i) Season Smart agreed that Legacy FF could enter into new equity financing arrangements without Season Smart’s approval so long as the valuation for such equity financing is not less than a specified threshold;

(ii) Season Smart agreed to acquire Evergrande FF Holding (Hong Kong) Limited, which was previously a wholly-owned subsidiary of Legacy FF and owned certain Chinese assets of Legacy FF;

and (iii) Legacy FF revised its memorandum and articles of association to provide Season Smart with certain rights.

Certain Season Smart approval rights under the Restructuring Agreement were terminated at the Closing under the transaction support agreement signed by Season Smart with PSAC and Legacy FF on January 27, 2021.

Borrowings from Related Parties

Related Party Notes Payable

Prior to the Business Combination, FF funded its operations and capital needs primarily through the proceeds received from capital contributions and the issuance of related party notes payable and notes payable.

The notes payable and equity were significantly funded by entities controlled or previously controlled by YT Jia, the founder and Chief Product and User Ecosystem Officer of the Company.

As of December 31, 2021 and 2020 the outstanding principal balance of FF’s related party notes payable was $13.7 million and $332.4 million, respectively.

Evergrande Note Payable

Pursuant to the Restructuring Agreement, an affiliate of Evergrande provided a note payable in the principal amount of $10.0 million to Legacy FF, which was drawn in January 2019.

YT Jia provided a personal guarantee for this loan.

The loan bears interest at an annual rate of 10% if repaid by June 30, 2019, and increases to 15% per annum thereafter.

The loan matured on June 30, 2019.

In conjunction with the Closing, the Company settled the note payable by repaying the outstanding principal and accrued interest in full.

CYM Tech Holdings LLC Notes Payable

On March 30, 2018, Legacy FF issued:

(a) a note payable with an original principal amount of $212.0 million (“$212.0M Note”) to Faraday & Future (HK) Limited (“F&F HK”), a private Hong Kong company previously controlled by YT Jia and currently owned and controlled by YT Jia’s cousin and (b) a note payable with an original principal amount of $66.9 million (“$66.9M Note”) to Leview Mobile HK Limited (“Leview HK”), a private Hong Kong company controlled by YT Jia.

In addition, between December 2017 to July 2018, Legacy FF issued multiple promissory notes in an original aggregate principal amount of $28.9 million (collectively, the “$28.9M Notes”) to Beijing Bairui Culture Media Co., Ltd.

(“Bairui”), an entity previously controlled by YT Jia.

The $212.0M Note, $66.9M Note and $28.9M Notes are collectively referred to as the “Notes” The Notes accrued simple interest rate at 12% per annum.

The maturity date of the Notes was extended from December 31, 2019 to June 30, 2021.

On August 28, 2020, (i) Leview HK transferred all of its rights, interests and title in and to the $66.9M Note to F&F HK in exchange for F&F HK’s issuance of a note covering an equivalent amounts to Leview HK (such transfer, the “$66.9M Note Transfer”) and (ii) Bairui transferred all of its rights, interests and title in and to the $28.9M Notes to F&F HK in exchange for F&F HK’s issuance of a note covering an equivalent amounts to Bairui (such transfer, the “$28.9M Notes Transfer”).

On August 28, 2020 and immediately following the $66.9M Note Transfer and the $28.9M Notes Transfer, F&F HK transferred all of its rights under the Notes to CYM Tech Holdings LLC, a Delaware limited liability company and wholly-owned subsidiary of F&F HK (“CYM”) in exchange for CYM’s issuance of a note covering an equivalent amount to F&F HK.

Matthias Aydt, an officer of the Company, and Chaoying Deng, former Chief of Staff and Corporation Operations of the Company, each holds 50% of the issued and outstanding equity interests of CYM of record for the benefit of F&F HK.

They also serve as the sole managers of CYM.

As of December 31, 2020, Legacy FF repaid $67.2 million of the principal and $36.2 million of accrued interest under the Notes.

On May 13, 2021, principal amounts of $90.9 million and accrued interest of $43.5 million of the Notes, was converted into shares of Legacy FF convertible preferred stock and on July 21, 2021, such shares of Legacy FF convertible preferred stock were converted into 10,888,580 shares of Class A Common Stock in connection with the Closing of the Business Combination.

On July 21, 2021 just prior to the Closing of the Business Combination, principal amounts of $130.5 million and accrued interest of $29.9 million of the Notes, was converted into 11,566,196 shares of Class A Common Stock.

Pursuant to the Business Combination, the remaining $19.2 million principal amount was converted into 1,919,567 shares of Class A Common Stock.

Employee Notes Payable

On April 5, 2017, Legacy FF issued a note payable with a principal amount of $0.7 million (the “$0.7M Note”) to Meng Wu, the former executive director of a wholly-owned subsidiary of Legacy FF.

The $0.7M Note did not accrue interest.

The maturity date of the $0.7M Note was extended from October 2, 2017 to June 30, 2021.

At the Closing, the Company settled this note by converting the outstanding principal balance and accrued interest into shares of Class A Common Stock.

In February 2020, Legacy FF borrowed $1.4 million from Chaoying Deng.

This loan accrued interest at 8.99%.

At the Closing , the Company settled this note by paying cash and converting the outstanding principal balance and accrued interest into shares of Class A Common Stock.

Pacific Technology Note Payable

Between November 2019 and August 2020, Legacy FF borrowed $10.6 million from Pacific Technology Holding LLC (“Pacific Technology”), which indirectly holds approximately 36.2% of FF’s outstanding voting power on a fully-diluted basis as of the date hereof, which loans accrued interest at rates from 6.99% to 8%.

At the Closing , the Company settled this note by paying cash and converting the outstanding principal balance and accrued interest into shares of Class A Common Stock

Related Party Notes – NPA Tranche

On April 29, 2019, Legacy FF entered into a note purchase agreement (as amended, restated and otherwise modified from time to time, the “Note Purchase Agreement”) with certain purchasers, U.S.

Bank National Association, as the notes agent, and Birch Lake Fund Management, LP as the collateral agent.

The principal amount of notes that may be issued under the Note Purchase Agreement was $200 million.

The notes issued under the Note Purchase Agreement bore interest at 10%, payable at the maturity date of the note.

All notes issued under the Note Purchase Agreement were collateralized by a first lien, with second payment priority, on substantially all tangible and intangible assets of the borrowers and guarantors.

The notes under the Note Purchase Agreement were subject to representations, warranties, and covenants and were initially scheduled to mature on October 31, 2019.

In October 2020, Legacy FF obtained an extension of the maturity date of the notes under the Note Purchase Agreement to October 6, 2021.

In connection with the Business Combination, the principal amount of the loans, amounting to $27.7 million, were repaid in cash, with accrued interest and conversion premiums totaling $11.3 million converted into shares of Class A Common Stock.

One of the note purchasers party to the Note Purchase Agreement was Royod LLC (“Royod”), an entity wholly owned by Raymond Dong, an employee in the Global Capital Markets department of FF, whose loan to Legacy FF was funded by Ocean View Drive, Inc.

(“Ocean View”), an entity formerly controlled by YT Jia and now wholly owned by the spouse of Ruokun Jia, who is the former Assistant Treasurer of the Company.

In April 2019, Legacy FF executed a joinder agreement to the Note Purchase Agreement with Royod for a convertible note payable with total principal of $8.6 million (the “Royod Note”).

The convertible note payable originally matured on May 31, 2020.

The interest rate, collateral, and covenants were the same as the Note Purchase Agreement.

Upon certain events, Royod may elect to convert all of the outstanding principal and accrued interest of the note payable plus a 20% premium.

Another of the note purchasers party to the Note Purchase Agreement was Warm Time Inc.

(“Warm Time”), an entity that was previously a landlord of FF, and it serves as the conduit for certain loans from Ocean View to Legacy FF.

In May 2019, Legacy FF executed a joinder agreement to the Note Purchase Agreement with Warm Time for a note payable with total principal of $0.9 million (the “Warm Time Note”).

The note payable originally matured on March 6, 2020.

The interest rate, collateral, and covenants were the same as the Note Purchase Agreement.

Another of the note purchasers party to the Note Purchase Agreement was Chui Tin Mok, Executive Vice President, Head of User Ecosystem of the Company.

In May 2019, Legacy FF executed a joinder agreement to the Note Purchase Agreement with Chui Tin Mok for a convertible note payable with total principal of $1.7 million (the “Tin Mok Note”).

The note payable matured on May 31, 2020 and the interest rate, collateral, and covenants are the same as the Note Purchase Agreement.

Upon certain events, Chui Tin Mok may elect to convert all of the outstanding principal and accrued interest of the note payable plus a 20.00% premium into shares of stock.

Another of the note purchasers party to the Note Purchase Agreement was Ever Trust LLC (“Ever Trust”), an entity wholly owned by Luetian Sun, an employee in the Global Capital Markets department of FF.

In July 2019, Legacy FF executed a joinder agreement to the Note Purchase Agreement with Ever Trust for a convertible note payable with total principal of $16.5 million (the “Ever Trust Note”).

The note payable originally matured on May 31, 2020 and the interest rate, collateral, and covenants are the same as the Note Purchase Agreement.

Upon certain events, Ever Trust may elect to convert all of the outstanding principal and accrued interest of the note payable plus a 20.00% premium into shares of stock.

funded by FF Global, who borrowed its funding from its members, all of whom are active and former executives or employees of the Company, and (i) all of these members (except for Chaoying Deng) in turn borrowed their fundings from Dream Sunrise LLC, who in turn borrowed its funding from Capable Consulting and (ii) Chaoying Deng borrowed her funding from Grand Sky Tech LLC, an entity wholly owned by her sister and on behalf of which she has full authority to sign and act.

At the Closing, the Company settled this note by paying the principal amount in cash and converting the interest accrued thereon into shares of Class A Common Stock.

At the Closing , the Company settled the Royod Note, the Warm Time Note, the Tin Mok Note, and the Ever Trust Note paying cash and converting the outstanding principal balance and accrued interest into shares of Class A Common Stock.

Chinese Related Party Notes Payable

As of December 31, 2022, the related party notes payable outstanding principal was $13.5 million, $9.3 million was due on demand to Chongqing Leshi Small Loan Co., Ltd.

and bore an annual interest rate of 18%.

The remaining amounts are due on demand to various other Chinese related party notes payable holders and bear a 0% coupon.

Interest at a rate of 10% is imputed on these related party notes payable as the interest rates prescribed by the respective agreements are below market rates.

Warm Time Note Payable

In March 2019, Legacy FF borrowed $1.5 million through a note payable from Warm Time.

The note was funded by FF Global, who borrowed its funding from its members, who in turn borrowed their fundings from Royod and who in turn borrowed its funding from Ocean View.

The note originally matured on March 6, 2020, bore interest at 8.99% per annum, had no covenants and was unsecured.

At the Closing, the Company settled this note by converting the outstanding principal balance and accrued interest into shares of Class A Common Stock.

Ocean View Drive Notes Payable

From 2017 to 2020, Ocean View issued notes payable with an aggregate original principal of $26.4 million to Legacy FF.

These notes had a principal balance of $8.4 million immediately prior to the Closing .

At the Closing ,the Company settled these notes by converting the outstanding principal balance and accrued interest into shares of Class A Common Stock.

Capable Consulting Notes Payable

In 2019, Legacy FF entered into a right of first refusal arrangement for FF 91 vehicles with Capable Consulting LLC (“Capable Consulting”), an entity originally formed and wholly owned by the brother-in-law of Ruokun Jia, pursuant to which Capable Consulting paid a deposit in the amount of $11.6 million.

In 2020, the deposit was converted into a note payable.

At the Closing, the Company settled this note by converting the outstanding principal balance and accrued interest into shares of Class A Common Stock.

Current and Former Employees’ Transactions with Ocean View, Dream Sunrise LLC and Capable Consulting LLC

The following executives of the Company are party to the following transactions with Ocean View:

• YT Jia leases three real properties (including the Rancho Palos Verdes Properties that he in turn subleased to Warm Time) from Ocean View by paying a monthly rent of approximately $42.0 thousand and borrowed an aggregate of $3.0 million from Ocean View in 2018 and 2019, which loans were subsequently transferred to Founding Future Creditors Trust;

• Chui Tin Mok borrowed $2.54 million from Ocean View in August 2018, which loan remains outstanding as of December 31, 2021;

• Chaoying Deng borrowed $304.0 thousand from Ocean View in 2018, which loan remains outstanding as of December 31, 2021;

• Ruokun Jia loaned approximately $1.0 million to Ocean View in 2020, which loan remains outstanding as of December 31, 2021;

• Jiawei Wang, former Vice President, Global Capital Markets of the Company and now President of FF Global, had various loan transactions with Ocean View from 2017 through 2022, among which the loans from Ocean View to

Jiawei Wang remain outstanding as of December 31, 2021, and Jiawei Wang and Ocean View also cross-guarantee loans borrowed by each other from third parties.

Additionally, Chaoying Deng borrowed $10,500 from Dream Sunrise in October 2020, which loan remains outstanding as of December 31, 2021 and Ruokun Jia has been providing financial consulting services to Dream Sunrise LLC and Capable Consulting through his arrangement with a China based company since 2019.

Rancho Palos Verdes Real Property Leases

leased two real properties, located at 7 Marguerite Drive, Rancho Palos Verdes, CA 90275 and 19 Marguerite Drive, Rancho Palos Verdes, CA 90275 (the “Rancho Palos Verdes Properties”), from Warm Time from January 1, 2018 through March 31, 2022.

Warm Time in turn leased the Rancho Palos Verdes Properties from YT Jia.

The Rancho Palos Verdes Properties were used by the Company to provide long-term or temporary housing to employees of the Company (including Carsten Breitfeld, the Global Chief Executive Officer of the Company) and the Company paid Warm Time a monthly amount of $71 thousand for rent and certain services, including catering, room services and organization of meetings, external gatherings and events, for these two properties.

The aggregate amount paid by Legacy FF to Warm Time for calendar years ended December 31, 2021, 2020 and 2019 were $1.7 million, $330 thousand and $639 thousand, respectively.

Procedures with Respect to Review and Approval of Related Person Transactions

Following the consummation of the Business Combination, FF’s Board of Directors adopted a policy with respect to the review, approval and ratification of related person transactions.

Under the policy, FF’s Audit Committee is responsible for reviewing and approving related person transactions.

In the course of its review and approval of related party transactions, FF’s Audit Committee will consider the relevant facts and circumstances to decide whether to approve such transactions.

In particular, FF’s policy requires FF’s Audit Committee to consider, among other factors it deems appropriate:

• the related person’s relationship to FF and interest in the transaction;

• the material facts of the proposed transaction, including the proposed aggregate value of the transaction;

• the impact on a director’s or a director nominee’s independence in the event the related person is a director or director nominee or an immediate family member of the director or director nominee;

• the benefits to FF of the proposed transaction;

• if applicable, the availability of other sources of comparable products or services;

• an assessment of whether the proposed transaction is on terms that are comparable to the terms available to an unrelated third party or to employees generally.

The Audit Committee may only approve those transactions that are in, or are not inconsistent with, FF’s best interests and those of FF’s stockholders, as the Audit Committee determines in good faith.

In addition, under FF’s code of business conduct and ethics, FF’s employees, officers, directors and director nominees have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest.

The information required by Item 13 will be contained in, and is hereby incorporated by reference to, our 2023 Proxy Statement.

Principal Accounting Fees and Services

The Audit Committee approved the engagement of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm to audit FF’s consolidated financial statements for the year ending December 31, 2021 following the dismissal of Marcum LLP, effective August 13, 2021, following completion of Marcum’s review of the quarter ended June 30, 2021.

PwC served as the independent registered public accounting firm of Legacy FF prior to the Business Combination.

The following is a summary of fees paid or to be paid to PwC for services rendered.

Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by PwC in connection with regulatory filings.

The aggregate fees billed by PwC for professional services rendered for the audit of FF’s annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods, services provided in connection with the Business Combination and Form S-4, services provided in connection with registration statements, and other required filings with the SEC for the year ended December 31, 2021 totaled $5,303 thousand.

The above amounts include interim procedures and audit fees, as well as attendance at Audit Committee meetings.

Audit-Related Fees .

Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

PwC did not provide services and we did not incur fees for consultations concerning financial accounting and reporting standards for the year ended December 31, 2021.

For the year ended December 31, 2021, fees for tax planning and advice totaled $440 thousand.

All Other Fees .

License fees for accounting research software totaling $6 thousand for the year ended December 31, 2021.

Pre-Approval Policy

The Audit Committee has implemented a policy for the pre-approval of all audit and permitted non-audit services, including tax services, proposed to be provided to the Company by its independent auditor.

Under the policy, the Audit Committee may approve engagements on a case-by-case basis or pre-approve engagements on a categorical basis pursuant to the Audit Committee’s pre-approval policy.

The Audit Committee approved all services provided by PwC during the year ended December 31, 2021.

The Audit Committee has considered the nature and amount of the fees billed by PwC and believes that the provision of the services for activities unrelated to the audit is compatible with maintaining PwC’s independence.

The information required by Item 14 will be contained in, and is hereby incorporated by reference to, our 2023 Proxy Statement.

Exhibits and Financial Statement Schedules

11 unchanged sentences

Annex A to Amendment No.

3 to Registration Statement on Form S-4 filed on June 23, 2021

3 to Registration Statement on Form S-4 (File No.

333-255027) filed on June 23, 2021

First Amendment to Agreement and Plan of Merger, dated as of February 25, 2021, by and among Property Solutions Acquisition Corp., PSAC Merger Sub Ltd., and FF Intelligent Mobility Global Holdings Ltd.

Exhibit 2.2 to Registration Statement on Form S-4 filed on April 5, 2021

Exhibit 2.2 to Registration Statement on Form S-4 (File No.

333-255027) filed on April 5, 2021

Second Amendment to Agreement and Plan of Merger, dated as of May 3, 2021, by and among Property Solutions Acquisition Corp., PSAC Merger Sub Ltd., and FF Intelligent Mobility Global Holdings Ltd.

Exhibit 2.3 to Amendment No.

1 to Registration Statement on Form S-4 filed on June 1, 2021

1 to Registration Statement on Form S-4 (File No.

333-255027) filed on June 1, 2021

Third Amendment to Agreement and Plan of Merger, dated as of June 14, 2021, by and among Property Solutions Acquisition Corp., PSAC Merger Sub Ltd., and FF Intelligent Mobility Global Holdings Ltd.

Exhibit 2.4 to Amendment No.

3 to Registration Statement on Form S-4 filed on June 23, 2021

3 to Registration Statement on Form S-4 (File No.

333-255027) filed on June 23, 2021

Fourth Amendment to Agreement and Plan of Merger, dated as of July 12, 2021, by and among Property Solutions Acquisition Corp., PSAC Merger Sub Ltd., and FF Intelligent Mobility Global Holdings Ltd.

2 unchanged sentences

Exhibit 3.1 to the Current Report on Form 8-K filed on July 22, 2021.

Amended and Restated Bylaws of the Company , effective as of July 21, 2021.

3.2 Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Company, dated as of November 22, 2022

Exhibit 3.2 to Registration Statement on Form S-1 (File No.

333-268722) filed on December 8, 2022

3.3 Amended and Restated Bylaws of the Company

Exhibit 3.2 to the Annual Report on Form 10-K filed on May 13, 2022

Description of the Securities

Specimen Common Stock Certificate

Exhibit 4.2 to Registration Statement on Form S-4 filed on April 5, 2021

Exhibit 4.2 to Registration Statement on Form S-4 (File No.

333-255027) filed on April 5, 2021

Specimen Warrant Certificate

Exhibit 4.3 to Registration Statement on Form S-4 filed on April 5, 2021

Exhibit 4.3 to Registration Statement on Form S-4 (File No.

333-255027) filed on April 5, 2021

4.4 Warrant Agreement between Continental Stock Transfer & Trust Company and the Company

Exhibit 4.5 to Registration Statement on Form S-4 filed on April 5, 2021

4.4* Description of Securities

Exhibit 4.5 to Registration Statement on Form S-4 (File No.

333-255027) filed on April 5, 2021

4.5 Form of Common Stock Purchase Warrant (under Securities Purchase Agreement, dated as of August 14, 2022)

Exhibit 4.1 to the Current Report on Form 8-K filed on August 15, 2022

4.6 Form of Common Stock Purchase Warrant (under Amendment No.

1 to the Securities Purchase Agreement and Convertible Senior Secured Promissory Notes, dated as of September 23, 2022)

Exhibit 4.1 to the Current Report on Form 8-K filed on September 26, 2022

4.7 Form of Adjustment Warrant (under Amendment No.

1 to Securities Purchase Agreement and Convertible Senior Secured Promissory Notes, dated as of September 23, 2022)

Exhibit 4.2 to the Current Report on Form 8-K filed on September 26, 2022

4.8 Form of Tranche C Warrant (under Amendment No.

6 to Securities Purchase Agreement, dated February 3, 2023)

Exhibit 4.1 to the Current Report on Form 8-K filed on February 6, 2023

4.9 Form of Replacement Warrant (under Amendment No.

6 to Securities Purchase Agreement, dated February 3, 2023)

Exhibit 4.2 to the Current Report on Form 8-K filed on February 6, 2023

Amended and Restated Registration Rights Agreement between the Company and certain holders identified therein

1 unchanged sentence

Form of Subscription Agreement between the Company and the subscribers party thereto

Exhibit 10.10 to Registration Statement on Form S-4 filed on April 5, 2021

Shareholder Agreement between the Company and certain holders identified therein.

Exhibit 10.3 to the Current Report on Form 8-K filed on July 22, 2021

Exhibit 10.10 to Registration Statement on Form S-4 (File No.

333-255027) filed on April 5, 2021

Amended and Restated Shareholder Agreement dated as of January 13, 2023, by and between the Company and FF Top Holding LLC.

Exhibit 10.1 to the Current Report on Form 8-K filed on January 17, 2023

Form of Support Agreement between FF Intelligent Mobility Global Holdings Ltd.

and FF Top Holding Ltd.

Exhibit 10.12 to Registration Statement on Form S-4 filed on April 5, 2021

and FF Top Holding Limited.

Exhibit 10.12 to Registration Statement on Form S-4 (File No.

333-255027) filed on April 5, 2021

Form of Support Agreement between FF Intelligent Mobility Global Holdings Ltd.

and Season Smart Ltd.

Exhibit 10.13 to Registration Statement on Form S-4 filed on April 5, 2021

and Season Smart Limited.

Exhibit 10.13 to Registration Statement on Form S-4 (File No.

333-255027) filed on April 5, 2021

Form of Support Agreement between FF Intelligent Mobility Global Holdings Ltd.

and Founding Future Creditors Trust.

Exhibit 10.14 to Registration Statement on Form S-4 filed on April 5, 2021

Exhibit 10.14 to Registration Statement on Form S-4 (File No.333-255027) filed on April 5, 2021

Sponsor Support Agreement between Property Solutions Acquisition Corp.

and Property Solutions Acquisition Sponsor, LLC.

Exhibit 10.15 to Registration Statement on Form S-4 filed on April 5, 2021

Form of Lock-up Agreement between the Company and certain shareholders party thereto.

Exhibit 10.16 to Registration Statement on Form S-4 filed on April 5, 2021

Exhibit 10.15 to Registration Statement on Form S-4 (File No.

333-255027) filed on April 5, 2021

Form of Lock-up Agreement between the Company and certain stockholders party thereto.

Exhibit 10.16 to Registration Statement on Form S-4 (File No.

333-255027) filed on April 5, 2021

Form of Lock-up Agreement between the Company and Property Solutions Acquisition Sponsor, LLC.

Exhibit 10.17 to Registration Statement on Form S-4 filed on April 5, 2021

Exhibit 10.17 to Registration Statement on Form S-4 (File No.

333-255027) filed on April 5, 2021

Faraday Future Intelligent Electric Inc.

3 unchanged sentences

Bank National Association, as Notes Agent for the Purchasers and the Purchasers Party Thereto

Exhibit 10.19 to Registration Statement on Form S-4 filed on April 5, 2021

Exhibit 10.19 to Registration Statement on Form S-4 (File No.

333-255027) filed on April 5, 2021

First Amendment and Waiver to Second Amended and Restated Note Purchase Agreement, dated as of January 13, 2021 among Faraday&Future Inc., FF Inc., Faraday SPE, LLC, and Robin Prop Holdco LLC, as Issuers, the Guarantors Party Thereto, Birch Lake Fund Management, LP, as Collateral Agent for the benefit of the Secured Parties, U.S.

Bank National Association, as Notes Agent for the Purchasers and the Purchasers party thereto

Exhibit 10.20 to Registration Statement on Form S-4 filed on April 5, 2021

Exhibit 10.20 to Registration Statement on Form S-4 (File No.

333-255027) filed on April 5, 2021

Second Amendment and Waiver to Second Amended and Restated Note Purchase Agreement, dated as of March 1, 2021 among Faraday&Future Inc., FF Inc., Faraday SPE, LLC, and Robin Prop Holdco LLC, as Issuers, the Guarantors party thereto, Birch Lake Fund Management, LP, as Collateral Agent for the benefit of the Secured Parties, U.S.

Bank National Association, as Notes Agent for the Purchasers and the Purchasers party thereto

Exhibit 10.21 to Registration Statement on Form S-4 filed on April 5, 2021

Exhibit 10.21 to Registration Statement on Form S-4 (File No.

333-255027) filed on April 5, 2021

Ares Capital Corporation Priority Last Out Secured Promissory Note by Faraday&Future Inc., FF Inc., Faraday SPE, LLC

Exhibit 10.22 to Registration Statement on Form S-4 filed on April 5, 2021

Exhibit 10.22 to Registration Statement on Form S-4 (File No.

333-255027) filed on April 5, 2021

Ares Centre Street Partnership Priority Last Out Secured Promissory Note by Faraday&Future Inc., FF Inc., Faraday SPE, LLC

Exhibit 10.23 to Registration Statement on Form S-4 filed on April 5, 2021

Exhibit 10.23 to Registration Statement on Form S-4 (File No.

333-255027) filed on April 5, 2021

Ares Credit Strategies Priority Last Out Secured Promissory Note by Faraday&Future Inc., FF Inc., Faraday SPE, LLC

Exhibit 10.24 to Registration Statement on Form S-4 filed on April 5, 2021

Exhibit 10.24 to Registration Statement on Form S-4 (File No.

333-255027) filed on April 5, 2021

Ares Direct Finance I LP Priority Last Out Secured Promissory Note by Faraday&Future Inc., FF Inc., Faraday SPE, LLC

Exhibit 10.25 to Registration Statement on Form S-4 filed on April 5, 2021

Offer Letter dated November 23, 2018 between Jiawei Wang and Faraday&Future Inc.

Exhibit 10.26 to Registration Statement on Form S-4 filed on April 5, 2021

Compensation Adjustment Letter dated July 1, 2019 between Jiawei Wang and Faraday&Future Inc.

Exhibit 10.27 to Registration Statement on Form S-4 filed on April 5, 2021

Compensation Adjustment Letter dated October 16, 2018 between Jiawei Wang and Faraday&Future Inc.

Exhibit 10.28 to Registration Statement on Form S-4 filed on April 5, 2021

Exhibit 10.25 to Registration Statement on Form S-4 (File No.

333-255027) filed on April 5, 2021

Offer Letter dated October 10, 2018 between Tin Mok and Faraday&Future Inc.

Exhibit 10.29 to Registration Statement on Form S-4 filed on April 5, 2021

Exhibit 10.29 to Registration Statement on Form S-4 (File No.

333-255027) filed on April 5, 2021

Sign On Bonus Addendum Letter dated March 26, 2019 between Chui Tin Mok and Faraday&Future Inc.

Exhibit 10.30 to Registration Statement on Form S-4 filed on April 5, 2021

Exhibit 10.30 to Registration Statement on Form S-4 (File No.

333-255027) filed on April 5, 2021

Sign On Bonus Addendum Letter dated March 11, 2018 between Chui Tin Mok and Faraday&Future Inc.

Exhibit 10.31 to Registration Statement on Form S-4 filed on April 5, 2021

Exhibit 10.31 to Registration Statement on Form S-4 (File No.

333-255027) filed on April 5, 2021

Smart King Ltd.

Equity Incentive Plan, as Adopted on February 1, 2018, as Amended and Restated Effective February 1, 2018

Exhibit 10.32 to Registration Statement on Form S-4 filed on April 5, 2021

Exhibit 10.32 to Registration Statement on Form S-4 (File No.

333-255027) filed on April 5, 2021

Form of Smart King Ltd.

Equity Incentive Plan Option Award Agreement (United States)

Exhibit 10.33 to Registration Statement on Form S-4 filed on April 5, 2021

Exhibit 10.33 to Registration Statement on Form S-4 (File No.

333-255027) filed on April 5, 2021

Form of Smart King Ltd.

Equity Incentive Plan Option Award Agreement (China)

Exhibit 10.34 to Registration Statement on Form S-4 filed on April 5, 2021

Exhibit 10.34 to Registration Statement on Form S-4 (File No.

333-255027) filed on April 5, 2021

Smart King Ltd.

Special Talent Incentive Plan, as Adopted on May 2, 2019, as Amended on July 26, 2020

Exhibit 10.35 to Registration Statement on Form S-4 filed on April 5, 2021

Exhibit 10.35 to Registration Statement on Form S-4 (File No.

333-255027) filed on April 5, 2021

Form of Smart King Ltd.

Special Talent Incentive Plan Share Option Agreement (Individual)

Exhibit 10.36 to Registration Statement on Form S-4 filed on April 5, 2021

Exhibit 10.36 to Registration Statement on Form S-4 (File No.

333-255027) filed on April 5, 2021

Form of Smart King Ltd.

Special Talent Incentive Plan Share Option Agreement (Entity)

Exhibit 10.37 to Registration Statement on Form S-4 filed on April 5, 2021

Exhibit 10.37 to Registration Statement on Form S-4 (File No.

333-255027) filed on April 5, 2021

Form of Amended and Restated Employment Agreement by and among Faraday Future Intelligent Electric Inc., Faraday&Future Inc.

Carsten Breitfeld

Exhibit 10.38 to Registration Statement on Form S-4 filed on April 5, 2021

Offer Letter dated March 29, 2021 between Zvi Glasman and Faraday & Future Inc.

Exhibit 10.39 to Registration Statement on Form S-4 filed on April 5, 2021

Exhibit 10.38 to Registration Statement on Form S-4 (File No.

333-255027) filed on April 5, 2021

Form of Director and Officer Indemnification Agreement by and between the Company and its directors and officers

Exhibit 10.32 to the Current Report on Form 8-K filed on July 22, 2021

First Amendment to Employment Agreement by and among Faraday Future Intelligent Electric Inc., Faraday&Future Inc., and Carsten Breitfeld dated January 31, 2022.

Exhibit 10.35 to the Annual Report on Form 10-K filed on May 13, 2022

10.30# Second Amendment to Amended and Restated Employment Agreement by and among Faraday Future Intelligent Electric Inc., Faraday&Future Inc.

and Carsten Breitfeld dated September 3, 2022

Exhibit 10.1 to the Current Report on Form 8-K filed on September 6, 2022

10.31# Management Services Agreement, dated as of February 23, 2022, by and between Faraday Future Intelligent Electric Inc.

and AP Services, LLC

Exhibit 10.1 to the Current Report on Form 8-K filed on March 2, 2022

10.32+^ Contract Manufacturing and Supply Agreement by and between Faraday&Future Inc.

and Myoung Shin Co., Ltd.

dated February 4, 2022

Exhibit 10.31 to Amendment No.

3 to Registration Statement on Form S-1 (File No.

333-258993) filed on August 30, 2022

10.33+ FF Global Partners LLC Second Amended and Restated Limited Liability Company Agreement dated as of May 16, 2022

Exhibit 10.32 to Amendment No.

3 to Registration Statement on Form S-1 (File No.

333-258993) filed on August 30, 2022

10.34 Amendment letter agreement, dated as of July 26, 2022, among Faraday Future Intelligent Electric Inc., FF Aventuras SPV XI, LLC, FF Adventures SPV XVIII LLC, FF Ventures SPV IX LLC and FF Venturas SPV X LLC

Exhibit 10.1 to the Current Report on Form 8-K filed on August 2, 2022.

10.35^ Securities Purchase Agreement, dated as of August 14, 2022, among Faraday Future Intelligent Electric Inc., FF Simplicity Ventures LLC and the purchasers from time to time party thereto

Exhibit 10.1 to the Current Report on Form 8-K filed on August 15, 2022

10.36 Form of Convertible Senior Secured Promissory Note (under Securities Purchase Agreement, dated as of August 14, 2022)

Exhibit 10.2 to the Current Report on Form 8-K filed on August 15, 2022

10.37+ Amendment No.

1 to Securities Purchase Agreement and Convertible Senior Secured Promissory Notes, dated as of September 23, 2022, by and among Faraday Future Intelligent Electric Inc, the credit parties from time to time party thereto, the financial institutions or other entities from time to time party thereto and FF Simplicity Ventures LLC, as administrative and collateral agent

Exhibit 10.3 to the Current Report on Form 8-K filed on September 26, 2022

10.38 Form of Convertible Senior Secured Promissory Note (under Amendment No.

1 to Securities Purchase Agreement and Convertible Senior Secured Promissory Notes, dated as of September 23, 2022)

Exhibit 10.4 to the Current Report on Form 8-K filed on September 26, 2022

10.39 Joinder and Amendment Agreement, dated as of September 25, 2022, by and among Senyun International Ltd., FF Simplicity Ventures LLC, RAAJJ Trading LLC and Faraday Future Intelligent Electric Inc.

Exhibit 10.5 to the Current Report on Form 8-K filed on September 26, 2022

10.40 Warrant Exercise Agreement, dated as of September 23, 2022, among Faraday Future Intelligent Electric Inc.

and the investors listed on the signature pages thereto

Exhibit 10.6 to the Current Report on Form 8-K filed on September 26, 2022

10.41+ Letter Agreement Regarding Advanced Approval, dated as of September 23, 2022, between Faraday Future Intelligent Electric Inc.

and FF Top Holding LLC

Exhibit 10.7 to the Current Report on Form 8-K filed on September 26, 2022

10.42+ Letter Agreement Regarding Advanced Approval, dated as of September 23, 2022, between Faraday Future Intelligent Electric Inc.

and Season Smart Limited

Exhibit 10.8 to the Current Report on Form 8-K filed on September 26, 2022

10.43 Heads of Agreement, dated as of September 23, 2022, by and among Faraday Future Intelligent Electric Inc., FF Global Partners LLC and FF Top Holding LLC

Exhibit 10.1 to the Current Report on Form 8-K filed on September 26, 2022

10.44 Mutual Release, dated as of September 23, 2022, among Faraday Future Intelligent Electric Inc., FF Global Partners LLC, FF Top Holding LLC and the other parties thereto

Exhibit 10.2 to the Current Report on Form 8-K filed on September 26, 2022

10.45 Exchange Agreement, dated October 10, 2022, by and among Faraday Future Intelligent Electric Inc., FF Aventuras SPV XI LLC, FF Venturas SPV X LLC, FF Ventures SPV IX LLC and FF Adventures SPV XVIII LLC

Exhibit 10.1 to the Current Report on Form 8-K filed on October 11, 2022

10.46 Exchange Agreement, dated as of October 19, 2022, by and among Faraday Future Intelligent Electric Inc., FF Aventuras SPV XI LLC, FF Venturas SPV X LLC, FF Ventures SPV IX LLC and FF Adventures SPV XVIII LLC

Exhibit 10.1 to the Current Report on Form 8-K filed on October 20, 2022

10.47 Summary of Amendment dated October 22, 2022 to the Letter Agreement Regarding Advanced Approval, dated as of September 23, 2022, between Faraday Future Intelligent Electric Inc.

and FF Top Holding LLC

Exhibit 10.47 to Amendment No.

6 to Registration Statement on Form S-1 (File No.

333-258993) filed on November 8, 2022

10.48 Limited Consent and Third Amendment, dated as of October 24, 2022, by and among Senyun International Ltd., FF Simplicity Ventures LLC, RAAJJ Trading LLC and Faraday Future Intelligent Electric Inc.

Exhibit 10.1 to the Current Report on Form 8-K filed on October 25, 2022

10.49# Offer Letter, dated October 22, 2022, by and between Faraday Future Intelligent Electric Inc.

and Walter J.

(Chuck) McBride.

Exhibit 10.1 to the Current Report on Form 8-K filed on October 26, 2022

10.50# Employment Agreement, dated as of November 27, 2022, by and among Faraday Future Intelligent Electric Inc., Faraday&Future Inc.

and Xuefeng Chen

Exhibit 10.1 to the Current Report on Form 8-K filed on November 28, 2022

Transition and Consulting Agreement, dated October 27, 2021, by and between Faraday Future Intelligent Electric Inc.

and Zvi Glasman

10.51 Limited Consent and Amendment, dated as of November 8, 2022, by and among Senyun International Ltd., FF Simplicity Ventures LLC, RAAJJ Trading LLC and Faraday Future Intelligent Electric Inc.

Exhibit 10.1 to the Current Report on Form 8-K filed on November 8, 2022

Form of Director and Officer Indemnification Agreement by and between the Company and its directors and officers

Exhibit 10.32 to the Current Report on Form 8-K filed on July 22, 2021

First Amendment to Employment Agreement by and among Faraday Future Intelligent Electric Inc.

(the “Company”), Faraday&Future Inc.

(“Faraday Future”), and Carsten Breitfeld dated January 31, 2022.

10.52 Standby Equity Purchase Agreement, dated as of November 11, 2022, by and between YA II PN, Ltd.

and Faraday Future Intelligent Electric Inc.

Exhibit 10.1 to the Current Report on Form 8-K filed on November 14, 2022

10.53 Letter Agreement, dated December 28, 2022, by and among Faraday Future Intelligent Electric Inc., Senyun International Ltd.

and FF Simplicity Ventures LLC

Exhibit 10.1 to the Current Report on Form 8-K filed on December 29, 2022

10.54 Limited Consent and Amendment No.

5, dated January 25, 2023, by and among Faraday Future Intelligent Electric Inc., Senyun International Ltd.

and FF Simplicity Ventures LLC

Exhibit 10.54 to Amendment No.

1 to Registration Statement on Form S-1 (File No.

333-268972) filed on February 7, 2023

10.55# Termination Agreement and General Release, dated January 30, 2023, by and among Carsten Breitfeld, Faraday Future Intelligent Electric Inc.

and Faraday&Future Inc.

Exhibit 10.1 to the Current Report on Form 8-K/A filed on February 1, 2023

10.56+ Amendment No.

6 to Securities Purchase Agreement, dated February 3, 2023, by and among Faraday Future Intelligent Electric Inc., its subsidiaries party thereto, Senyun International Ltd., FF Top Holding LLC, FF Simplicity Ventures LLC and the other Purchasers party thereto

Exhibit 10.1 to the Current Report on Form 8-K filed on February 6, 2023

10.57 Form of Tranche C Note (under Amendment No.

6 to Securities Purchase Agreement, dated February 3, 2023)

Exhibit 10.2 to the Current Report on Form 8-K filed on February 6, 2023

10.58 Form of Replacement Note (under Amendment No.

6 to Securities Purchase Agreement, dated February 3, 2023)

Exhibit 10.3 to the Current Report on Form 8-K filed on February 6, 2023

10.59 Form of Exchange Note (under Amendment No.

6 to Securities Purchase Agreement, dated February 3, 2023 )

Exhibit 10.4 to the Current Report on Form 8-K filed on February 6, 2023

10.60+ Exchange Agreement, dated as of February 3, 2023, by and between Faraday Future Intelligent Electric Inc.

and Senyun International Ltd.

Exhibit 10.5 to the Current Report on Form 8-K filed on February 6, 2023

10.61+ Exchange Agreement, dated as of February 3, 2023, by and among Faraday Future Intelligent Electric Inc.

and the affiliates of FF Simplicity Ventures LLC party thereto

Exhibit 10.6 to the Current Report on Form 8-K filed on February 6, 2023

10.62* Consulting Services Agreement, dated as of March 6, 2023, by and between Faraday Future Intelligent Electric Inc.

and FF Global Partners LLC

Subsidiaries of the Registrant

Power of Attorney (included in the signature page to the initial registration statement filed on August 20, 2021)

23.1* Consent of PricewaterhouseCoopers LLP, former independent registered public accounting firm of the Company

23.2* Consent of Mazars USA LLP, independent registered public accounting firm of the Com p any

23.3* Consent of Fangda Partners, counsel to the Company

31.1* Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

17 unchanged sentences

Indicates management contract or compensatory plan or arrangement.

Portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Faraday Future Intelligent Electric Inc.

/s/ Carsten Breitfeld

Carsten Breitfeld

/s/ Xuefeng Chen

Global Chief Executive Officer

March 9, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Faraday Future Intelligent Electric Inc and in the capacities and on the date indicated.

/s/ Carsten Breitfeld

/s/ Xuefeng Chen

Global Chief Executive Officer and Director

Carsten Breitfeld

(principal executive officer)

/s/ Becky Roof

Interim Chief Financial Officer

March 9, 2023

Xuefeng Chen (principal executive officer)

/s/ Yun Han Interim Chief Financial Officer and

Chief Accounting Officer

(principal financial and accounting officer)

Executive Chairperson

March 9, 2023

Interim Board Chairman

March 9, 2023

/s/ Matthias Aydt

March 9, 2023

Matthias Aydt

/s/ Edwin Goh

/s/ Jordan Vogel

/s/ Chui Tin Mok

March 9, 2023

/s/ Jie Sheng

March 9, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures