Faraday Future Intelligent Electric Inc. Watch

from 8-K 19 pages Subordination and Intercreditor Agreement

from 8-K 5 pages Reference Is Made to That Certain Securities Purchase Agreement Dated as of August 14, 2022 (As Amended, Restated, Amended and Restated, Supplemented or Otherwise Modified From Time to Time, the “Spa”), by and Among Faraday Future Intelligent Electric Inc., a Delaware Corporation (The “Issuer”), the Other Credit Parties From Time to Time Party Thereto, Senyun International Ltd. (The “Senyun Purchaser”), the Other Financial Institutions or Other Entities From Time to Time Parties Thereto (With the Senyun Purchaser, Each a “Purchaser” and Collectively, the “Purchasers”) and Ff Simplicity Ventures LLC, a Delaware Limited Liability Company, as Administrative Agent and Collateral Agent. Capitalized Terms Used but Not Defined Herein Shall Have the Meanings Set Forth in the Spa. This Amendment No. 12 Is Referred to Herein as This “Amendment”. 1. Amendments to the Spa. Upon the Effectiveness of This Amendment, the Spa Shall Be Amended as Follows: (A) the Following Definitions of “Utica”, “Utica Lease Agreement” and “Utica Subordination Agreement” Shall Be Added to Annex a of the Existing Spa: “Utica” Means Utica Leaseco, LLC, a Florida Limited Liability Company. “Utica Lease Agreement” Means That Certain Master Lease Agreement Dated as of July 11, 2024, Between Utica and Faraday&FUTURE Inc., a California Corporation. “Utica Subordination Agreement” Means That Certain Security Interest Subordination Agreement Dated as of July 11, 2024 Between Agent and Utica. (B) Section 5.1 Shall Be Amended by (I) Deleting “And” at the End of Section 5.1(r), (II) Replacing “.” at the End of Section 5.1(s) With “; And” and (III) Adding the Following as Section 5.1(t): “(T) Debt Incurred Under the Utica Lease Agreement in an Aggregate Amount Outstanding Not to Exceed the Amount Permitted Under Section 4 of the Utica Subordination Agreement.”

from 8-K 5 pages Reference Is Made to That Certain Securities Purchase Agreement Dated as of August 14, 2022 (As Amended, Restated, Amended and Restated, Supplemented or Otherwise Modified From Time to Time, the “Spa”), by and Among Faraday Future Intelligent Electric Inc., a Delaware Corporation (The “Issuer”), the Other Credit Parties From Time to Time Party Thereto, Ff Vitality Ventures LLC (The “Ff Vitality Purchaser”), the Other Financial Institutions or Other Entities From Time to Time Parties Thereto (With the Ff Vitality Purchaser, Each a “Purchaser” and Collectively, the “Purchasers”) and Ff Simplicity Ventures LLC, a Delaware Limited Liability Company, as Administrative Agent and Collateral Agent. Capitalized Terms Used but Not Defined Herein Shall Have the Meanings Set Forth in the Spa. This Amendment No. 11 Is Referred to Herein as This “Amendment”. 1. Amendments to the Spa. Upon the Effectiveness of This Amendment, the Spa Shall Be Amended as Follows: (A) the Following Definitions of “Utica”, “Utica Lease Agreement” and “Utica Subordination Agreement” Shall Be Added to Annex a of the Existing Spa: “Utica” Means Utica Leaseco, LLC, a Florida Limited Liability Company. “Utica Lease Agreement” Means That Certain Master Lease Agreement Dated as of July 11, 2024, Between Utica and Faraday&FUTURE Inc., a California Corporation. “Utica Subordination Agreement” Means That Certain Security Interest Subordination Agreement Dated as of July 11, 2024 Between Agent and Utica. (B) Section 5.1 Shall Be Amended by (I) Deleting “And” at the End of Section 5.1(r), (II) Replacing “.” at the End of Section 5.1(s) With “; And” and (III) Adding the Following as Section 5.1(t): “(T) Debt Incurred Under the Utica Lease Agreement in an Aggregate Amount Outstanding Not to Exceed the Amount Permitted Under Section 4 of the Utica Subordination Agreement.”

from 8-K 7 pages Reference Is Made to That Certain Securities Purchase Agreement Dated as of August 14, 2022 (As Amended by That Certain Amendment No. 1 to Securities Purchase Agreement and Convertible Senior Secured Promissory Notes, Dated as of September 23, 2022 (As Amended Prior to the Date Hereof, the “Notes”), That Certain Joinder and Amendment Agreement, Dated as of September 25, 2022, That Certain Limited Consent and Third Amendment, Dated as of October 24, 2022, and as the Same May Be Further Amended, Restated, Amended and Restated, Supplemented or Otherwise Modified From Time to Time, the “Spa”) by and Among Faraday Future Intelligent Electric, Inc., a Delaware Corporation (The “Issuer”), the Other Credit Parties From Time to Time Party Thereto, the Undersigned Holder of a Note (The “Holder”) and the Other Financial Institutions or Other Entities That Hold Notes From Time to Time and Are Parties Thereto (Each an “Other Holder” And, and Together With the Holder, Collectively, the “Purchasers”) and Ff Simplicity Ventures LLC, a Delaware Limited Liability Company, as Administrative Agent and Collateral Agent (In Such Capacities, the “Agent”). Capitalized Terms Used but Not Defined Herein Shall Have the Meanings Set Forth in the Spa. Effective as of the Effective Time (As Defined Below), the Holder Hereto Agrees and Consents to Amend Its Note as Follows: (1) the Definition of “Interest Conversion Rate” Is Hereby Amended and Restated as Follows: “Interest Conversion Rate” Means the Lesser of (A) the Conversion Price or (B) the Greater of (X) the Floor Price and (Y) 90% of the Lowest Vwap for the 5 Consecutive Trading Days Ending on the Trading Day That Is Immediately Prior to the Date on Which Interest Is Paid in Shares of Common Stock

from 8-K 24 pages Amendment No. 1 to Securities Purchase Agreement and Convertible Senior Secured Promissory Notes

from S-4 5 pages This Priority Last Out Note and Securities Represented Hereby Have Not Been Registered Under the Securities Act of 1933, as Amended, and Have Been Acquired for Investment and Not With a View To, or in Connection With, the Sale or Distribution Thereof. No Such Sale or Distribution May Be Effected Without an Effective Registration Statement Related Thereto, Compliance With Rule 144 Under Such Act or (Other Than for a Transfer to an Affiliate) an Opinion of Counsel in a Form Reasonably Satisfactory to the Companies That Such Registration Is Not Required Under, or Is Exempt From the Registration and Prospectus Delivery Requirements Of, Such Act

from S-4 14 pages Transaction Support Agreement