Item 1.01. Entry into a Material Definitive Agreement.
On
Board Designation Right
Pursuant to the Amended Shareholder Agreement, FF Top has the right to nominate
for election to the Company's board of directors (the "Board") four designees
(the "FF Top Designees") until the first date on which FF Top has ceased to
beneficially own at least 21,333,530 shares of the Company's common stock (the
"Common Stock," and such share amount the "Minimum Share Amount") for at least
365 consecutive days. The Minimum Share Amount is subject to adjustment in
connection with any stock split, reverse stock split or other similar corporate
action after the date of the Amended Shareholder Agreement. Under the Amended
Shareholder Agreement, FF Top shall be deemed to continue to hold the Minimum
Share Amount if its beneficial ownership falls below the Minimum Share Amount as
a result of a transaction entered into by FF Top to facilitate a Company
financing (a "Financing Facilitation Transaction") until FF Top disposes of
further shares in a transaction (other than a Financing Facilitation
Transaction), following which FF Top does not beneficially own a number of
shares of Common Stock at least equal to the Minimum Share Amount. Following the
termination of FF Top's right to nominate four FF Top Designees, FF Top shall
continue to have the right to nominate a number of FF Top Designees not less
than the number equal to the total number of directors on the Board, multiplied
by the aggregate voting power of the shares of Common Stock and other securities
of the Company generally entitled to vote in the election of directors of the
Company beneficially owned by FF Top and its affiliates, divided by the total
voting power of the then-outstanding shares of Common Stock issued as of the
record date for any meeting of shareholders of the Company at which directors
are to be elected (the "Shareholder Share Percentage"), rounding up to the next
whole director. The Amended Shareholder Agreement also requires the Company to
take all Necessary Action (as defined in the Amended Shareholder Agreement) to
cause to be appointed to any committee of the Board a number of FF Top Designees
that corresponds to the proportion that the number of directors FF Top has the
right to designate to the Board bears to the total number of directors on the
Board, to the extent such FF Top Designees are permitted to serve on such
committees under the applicable rules and regulations of the
FF Top shall have the right to fill any vacancies created on the Board at any time by the death, disability, retirement, removal, failure of being elected or resignation of any FF Top Designee. Further, FF Top has the right at any time, and from time to time, to remove any FF Top Designee, and FF Top has the exclusive right to nominate a replacement nominee to fill any vacancy so created by such removal or resignation of such FF Top Designee. The Company shall use its reasonable best efforts to take or cause to be taken, to the fullest extent permitted by law, all "Necessary Action" (as defined in the Amended Shareholder Agreement) to fill such vacancies or effect such removals in accordance with the Amended Shareholder Agreement.
The appointment or nomination for election of FF Top Designees (other than the
FF Top Designees for the 2023 annual meeting of shareholders, the appointment of
whom shall be governed by the Heads of Agreement, as amended by the Amended
Shareholder Agreement) will be subject to the reasonable verification and/or
approval by the
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If any FF Top Designee fails to be elected at any meeting of the Company's shareholders, then, upon FF Top's request in writing, the Company shall promptly expand the size of the Board by a number of seats equal to the number of non-elected FF Top Designees, and FF Top shall have the exclusive right to fill the vacancy or vacancies on the Board created by such expansion (provided the individual or individuals who shall fill such vacancy or vacancies shall not be the same FF Top Designees who failed to get elected, without prejudice to FF Top's right to re-designate the non-elected FF Top Designees as FF Top Designees in any other circumstance), and such new FF Top Designees shall be appointed to the Board by the Board promptly following their having been approved or deemed approved in accordance with the Criteria and procedures set forth in the Amended Shareholder Agreement. Immediately prior to (and effective as of) the first meeting of shareholders following such expansion of the Board, the Board shall cause the size of the Board to be decreased back to seven. This Board expansion right shall cease to have any further force or effect at such time as the voting power of each share of the Company's Class B Common Stock, by operation of the Company's certificate of incorporation (as amended from time to time, the "Charter"), shall be 20 votes per share.
Each FF Top Designee shall be entitled to the same indemnification and other rights and privileges applicable to all other members of the Board generally or to which all such members of the Board are entitled. Pursuant to the Amended Shareholder Agreement, the Company also acknowledges that, to the extent that the FF Top Designees serving on the Board have rights to indemnification, advancement of expenses and/or insurance provided by FF Top or one or more of their respective affiliates (collectively, the "Secondary Indemnitors"), the Company's and its insurers' obligations under any indemnification agreements entered into with FF Top Designees shall remain primary.
Agreement Not to Elect to Be a
Pursuant to the Amended Shareholder Agreement, until the occurrence of a
Qualifying Equity Market Capitalization (as defined in the Charter, but
substituting "
Cooperation Regarding FF Top's Pledges, Hypothecation or Grant of Shares of the Company's Common Stock
Pursuant to the Amended Shareholder Agreement, the Company agrees to cooperate
with any written requests by FF Top relating to any such pledge of any of the
shares of Common Stock of the Company owned by FF Top, or hypothecation or grant
thereof, including delivery of letter agreements to lenders in form and
substance reasonably satisfactory to such lenders (which may include agreements
by the Company in respect of the exercise of remedies by such lenders) and,
subject to applicable law (as defined in the Amended Shareholder Agreement),
instructing the transfer agent to transfer any such shares of Common Stock
subject to the pledge, hypothecation or grant into the facilities of
Charter Amendments
FF Top has informed the Company that FF Top expects the following proposals will be submitted to the Company's shareholders for approval. Upon FF Top's written request (an "Amendment Request"), the Company shall submit for approval by the Company's shareholders, at each annual and special meeting of the Company's shareholders held during a reasonable number of years (which shall not be, in any event, fewer than seven years) following the date of the Amendment Request, binding proposals to amend the Charter to incorporate each of the amendments described below (the "Charter Amendments"), and to recommend in favor of such Charter Amendments at each such meeting and solicit proxies in favor of each such Charter Amendment at each such meeting using a well-regarded proxy solicitation firm. Each Charter Amendment is required to be in such form as FF Top, acting reasonably, shall approve: . . .
Item 7.01. Regulation FD Disclosure
On
The Company's dual-home strategy focuses on the Chinese and
The information in this Item 7.01 and the exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
FORWARD LOOKING STATEMENTS
This Current Report on Form 8-K includes "forward looking statements" within the
meaning of the safe harbor provisions of the United States Private Securities
Litigation Reform Act of 1995. When used in this Current Report on Form 8-K, the
words "estimates," "projected," "expects," "anticipates," "forecasts," "plans,"
"intends," "believes," "seeks," "may," "will," "should," "future," "propose" and
variations of these words or similar expressions (or the negative versions of
such words or expressions) are intended to identify forward-looking statements.
These forward-looking statements, which include among other things statements
regarding the potential timing for holding the Company's next annual
stockholders meeting, the possibility of a future stock split, reverse stock
split or other similar corporate action after
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Current Report on Form 8-K: No. Description of Exhibits 10.1 Amended and Restated Shareholder Agreement, dated as ofJanuary 13, 2023 , by and betweenFaraday Future Intelligent Electric Inc. andFF Top Holding LLC . 99.1 Press Release datedJanuary 17, 2023 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 5
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