FARADAY FUTURE INTELLIGENT ELECTRIC INC. 10-K/A

Item 9A. 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 (As Restated) 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 Interim 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. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of its annual or interim consolidated financial statements will not be prevented or detected on a timely basis. The material weaknesses are as follows: ● FF did not design and maintain an effective control environment commensurate with its financial reporting requirements. Specifically, FF lacked a sufficient number of professionals with an appropriate level of accounting knowledge, training and experience to appropriately analyze, record and disclose accounting matters timely and accurately. Additionally, management did not establish formal reporting lines in pursuit of its objectives. Further, the lack of a sufficient number of professionals resulted in an inability to consistently establish appropriate authorities and responsibilities in pursuit of its financial reporting objectives, as demonstrated by, among other things, insufficient segregation of duties in its finance and accounting functions. ● FF did not design and maintain effective controls in response to the risks of material misstatement. Specifically, changes to existing controls or the implementation of new controls were not sufficient to respond to changes to the risks of material misstatement to financial reporting, due to growth in the business. ● FF did not design and maintain effective controls for communicating and sharing information between the legal, capital markets, and accounting and finance departments. Specifically, the accounting and finance departments were not consistently provided the complete and adequate support, documentation, and information including the nature of relationships with certain counterparties to record transactions within the financial statements timely, completely, and accurately. 196 Table of Contents These material weaknesses contributed to the following additional material weaknesses: ● FF did not design and maintain effective controls to address the identification of and accounting for certain non-routine, unusual or complex transactions, including the proper application of U.S. GAAP to such transactions. Specifically, FF did not design and maintain controls to timely identify and account for convertible notes under the fair value option, warrant liabilities, embedded derivatives related to convertible notes, impute interest on related party notes payable with interest rates below market rates, account for failed sale leaseback transactions, and account for warrant instruments. ● FF did not design and maintain formal accounting policies, procedures and controls to achieve complete, accurate and timely financial accounting, reporting and disclosures, including controls over the period-end financial reporting process addressing areas including financial statement and footnote presentation and disclosures, account reconciliations and journal entries, including segregation of duties, assessing the reliability of reports and spreadsheets used in controls, and the timely identification and accounting for cut-off of expenditures These material weaknesses resulted in adjustments primarily related to expense cut-off and the associated accounts including operating expenses, accounts payable and accruals, property and equipment, convertible notes payable and interest expense and related financial disclosures, which were recorded as of and for the year ended December 31, 2019. 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. 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. Finally, these material weaknesses resulted in the restatement of the Company’s previously filed financial statements as of and for the year ended December 31, 2022 and for the quarterly periods ended March 31, 2023 and September 30, 2022 ( see Note 2, Restatement ) primarily due to an error stemming from a non-cash and non-operating item related to the change in the fair value upon conversion of the notes payable issued under the Company’s Securities Purchase Agreements. ● 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; (ii) user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to financial applications, programs, and data to appropriate company personnel; 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 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: 197 Table of Contents ● FF did not maintain an effective control environment or demonstrate a commitment to maintain integrity and ethical values. Specifically, certain members of senior management failed to reinforce the need for an attitude of compliance and internal control awareness with certain of FF’s governance, accounting and finance policies and procedures. This resulted in the inaccurate and incomplete disclosures of certain relationships, arrangements, and transactions. This material weakness contributed to the following additional material weakness: ● 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 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 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 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, on October 22, 2022, the Company appointed Ms. Yun Han as Chief Accounting Officer and Interim CFO, effective as of October 25, 2022, on July 5, 2023, Ms. Han resigned from her positions as Interim Chief Financial Officer, principal financial officer and principal accounting officer (but will continue in her role as Chief Accounting Officer), and on July 11, 2023, the Board appointed Jonathan Maroko as Interim Chief Financial Officer, principal financial officer and principal accounting officer effective as of July 24, 2023.); ● FF implemented enhanced controls around FF’s related party transactions, including regular attestations; ● FF removed Mr. Yueting Jia, FF’s founder, as an Executive Officer, although he continued 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); 198 Table of Contents ● Functions previously dual-reporting to Mr. Jia and Mr. Breitfeld reported only to Ms. Swenson (but Mr. Jia remained 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 continued 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); and ● 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. In addition, effective on February 26, 2023, certain departments within the Company report to both Mr. Jia and 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 ● engaged an external consulting firm in April 2023 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. GAAP and to assist us with documenting and assessing our accounting policies and procedures; ● Designing and implementing controls in response to the risks of material misstatement to identify and evaluate changes in our business and the impact on our internal controls; ● 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; and the timely identification and accounting for cut-off of expenditures; ● Designing and implementing controls to address the identification of and accounting for certain non-routine, unusual or complex transactions; 199 Table of Contents ● Designing and implementing controls related to the identification and disclosure of certain arrangements and transactions with related parties; ● Continuing to implement additional IT systems relevant to the preparation of our financial statements and controls over financial reporting to improve communication of key areas across the different departments at FF and to provide adequate structure, accountability, and segregation of duties; and ● Designing and implementing IT general controls, including controls over change management, the review and update of user access controls and controls over critical batch jobs and data backups. While FF has made progress, the material weaknesses will not be considered remediated until FF completes the design and implementation of the enhanced controls, the controls operate for a sufficient period of time, and FF has concluded, through testing, that these controls are effective. FF believes that our remediation plan will be sufficient to remediate the identified material weakness and strengthen our internal control over financial reporting. 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 likely will 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/A 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. 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 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. Item 9B. 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 200 Table of Contents 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/A and is incorporated herein by reference. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 201 Table of Contents Part III Item 10. Directors, Executive Officers and Corporate Governance 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. Item 11. Executive Compensation The information required by Item 11 will be contained in, and is hereby incorporated by reference to, our 2023 Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters The information required by Item 12 will be contained in, and is hereby incorporated by reference to, our 2023 Proxy Statement. Item 13. Certain Relationships and Related Person Transactions The information required by Item 13 will be contained in, and is hereby incorporated by reference to, our 2023 Proxy Statement. Item 14. Principal Accounting Fees and Services The information required by Item 14 will be contained in, and is hereby incorporated by reference to, our 2023 Proxy Statement. 202 Table of Contents Part IV Item 15. Exhibits and Financial Statement Schedules (a) (1) Financial Statements: Consolidated Financial Statements filed as part of this report are listed under Part II, Item 8 of this Form 10-K. (2) Financial Statement Schedules: No schedules are required because either the required information is not present or not present in amounts sufficient to require submission of the schedule, or because the information required is included in the Consolidated Financial Statements thereto filed as a part of this Form 10-K. (3) Exhibits: The exhibits listed in the accompanying Exhibit Index are filed as part of this Form 10-K. The Index to Exhibits specifically identifies each management contract or compensatory plan required to be filed as an exhibit to this Form 10-K. Item 16. Form 10-K Summary None. EXHIBIT INDEX Exhibit No. Description of Exhibits Incorporation by Reference 2.1+ Agreement and Plan of Merger, dated as of January 27, 2021, by and among Property Solutions Acquisition Corp., PSAC Merger Sub Ltd., and FF Intelligent Mobility Global Holdings Ltd. Annex A to Amendment No. 3 to Registration Statement on Form S-4 (File No. 333-255027) filed on June 23, 2021 2.2 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 (File No. 333-255027) filed on April 5, 2021 2.3 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 (File No. 333-255027) filed on June 1, 2021 2.4 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 (File No. 333-255027) filed on June 23, 2021 2.5 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. Exhibit 2.5 to the Current Report on Form 8-K filed on July 22, 2021. 3.1 Second Amended and Restated Certificate of Incorporation of the Company Exhibit 3.1 to the Current Report on Form 8-K filed on July 22, 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 4.1* Description of the Securities 4.2 Specimen Common Stock Certificate Exhibit 4.2 to Registration Statement on Form S-4 (File No. 333-255027) filed on April 5, 2021 4.3 Specimen Warrant Certificate 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 (File No. 333-255027) filed on April 5, 2021 203 Table of Contents 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 10.1 Amended and Restated Registration Rights Agreement between the Company and certain holders identified therein Exhibit 10.1 to the Current Report on Form 8-K filed on July 22, 2021. 10.2 Form of Subscription Agreement between the Company and the subscribers party thereto Exhibit 10.10 to Registration Statement on Form S-4 (File No. 333-255027) filed on April 5, 2021 10.3 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 10.4 Form of Support Agreement between FF Intelligent Mobility Global Holdings Ltd. and FF Top Holding Limited. Exhibit 10.12 to Registration Statement on Form S-4 (File No. 333-255027) filed on April 5, 2021 10.5 Form of Support Agreement between FF Intelligent Mobility Global Holdings Ltd. and Season Smart Limited. Exhibit 10.13 to Registration Statement on Form S-4 (File No. 333-255027) filed on April 5, 2021 10.6 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 (File No.333-255027) filed on April 5, 2021 10.7 Sponsor Support Agreement between Property Solutions Acquisition Corp. and Property Solutions Acquisition Sponsor, LLC. Exhibit 10.15 to Registration Statement on Form S-4 (File No. 333-255027) filed on April 5, 2021 10.8 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 10.9 Form of Lock-up Agreement between the Company and Property Solutions Acquisition Sponsor, LLC. Exhibit 10.17 to Registration Statement on Form S-4 (File No. 333-255027) filed on April 5, 2021 10.10# Faraday Future Intelligent Electric Inc. 2021 Stock Incentive Plan Exhibit 10.10 to the Current Report on Form 8-K filed on July 22, 2021. 10.11 Second Amended and Restated Note Purchase Agreement, dated as of October 9, 2020 among Faraday&Future Inc., FF Inc., Faraday SPE, LLC, and Robin Prop Holdco LLC, as Issuers, the Guarantors party 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 10.19 to Registration Statement on Form S-4 (File No. 333-255027) filed on April 5, 2021 10.12 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 (File No. 333-255027) filed on April 5, 2021 204 Table of Contents 10.13 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 (File No. 333-255027) filed on April 5, 2021 10.14 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 (File No. 333-255027) filed on April 5, 2021 10.15 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 (File No. 333-255027) filed on April 5, 2021 10.16 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 (File No. 333-255027) filed on April 5, 2021 10.17 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 (File No. 333-255027) filed on April 5, 2021 10.18# Offer Letter dated October 10, 2018 between Tin Mok and Faraday&Future Inc. Exhibit 10.29 to Registration Statement on Form S-4 (File No. 333-255027) filed on April 5, 2021 10.19# 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 (File No. 333-255027) filed on April 5, 2021 10.20# 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 (File No. 333-255027) filed on April 5, 2021 10.21# 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 (File No. 333-255027) filed on April 5, 2021 10.22# Form of Smart King Ltd. Equity Incentive Plan Option Award Agreement (United States) Exhibit 10.33 to Registration Statement on Form S-4 (File No. 333-255027) filed on April 5, 2021 10.23# Form of Smart King Ltd. Equity Incentive Plan Option Award Agreement (China) Exhibit 10.34 to Registration Statement on Form S-4 (File No. 333-255027) filed on April 5, 2021 10.24# 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 (File No. 333-255027) filed on April 5, 2021 10.25# Form of Smart King Ltd. Special Talent Incentive Plan Share Option Agreement (Individual) Exhibit 10.36 to Registration Statement on Form S-4 (File No. 333-255027) filed on April 5, 2021 10.26# Form of Smart King Ltd. Special Talent Incentive Plan Share Option Agreement (Entity) Exhibit 10.37 to Registration Statement on Form S-4 (File No. 333-255027) filed on April 5, 2021 10.27# Form of Amended and Restated Employment Agreement by and among Faraday Future Intelligent Electric Inc., Faraday&Future Inc. and Dr. Carsten Breitfeld Exhibit 10.38 to Registration Statement on Form S-4 (File No. 333-255027) filed on April 5, 2021 10.28# 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 10.29# 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 205 Table of Contents 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 206 Table of Contents 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 Yun Han 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 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 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 21.1* Subsidiaries of the Registrant 207 Table of Contents 23.1* Consent of PricewaterhouseCoopers LLP, former independent registered public accounting firm of the Company 1 23.2* Consent of Mazars USA LLP, independent registered public accounting firm of the Company 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 31.2* Certification of Principal Financial 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 32.1*** Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2*** Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith. ** Previously filed. *** Furnished herewith. + The schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. # 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. 1 208 Table of Contents SIGNATURES 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. By: /s/ Xuefeng Chen Xuefeng Chen Global Chief Executive Officer Date: August 21, 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. Name Title Date /s/ Xuefeng Chen Global Chief Executive Officer and Director August 21, 2023 Xuefeng Chen (principal executive officer) /s/ Jonathan Maroko Interim Chief Financial Officer (principal financial and accounting officer) August 21, 2023 Jonathan Maroko /s/ Li Han Director August 21, 2023 Li Han /s/ Lev Peker Director August 21, 2023 Lev Peker /s/ Chui Tin Mok Director August 21, 2023 Chui Tin Mok /s/ Jie Sheng Director August 21, 2023 Jie Sheng /s/ Ke Sun Director August 21, 2023 Ke Sun /s/Chad Chen Director August 21, 2023 Chad Chen 209