FF Top signs amended shareholder agreement with Faraday Future

FF Global Partners, the founding shareholder and a partnership of former and current key Faraday Future management members, announced that on January 13, 2023, FF Top Holding, an entity controlled and managed by FFGP, signed an Amended and Restated Shareholder Agreement with the Company. FFGP hopes the Shareholder Agreement will provide much-needed stability and forward-looking, shareholder-focused leadership to the Company. Additionally, FFGP is pleased by the news that the Company and the China Huanggang Government have entered into a non-binding Cooperation Framework Agreement to promote the Company’s US-China dual-home market strategy. The newly signed Shareholder Agreement requires the Company, upon FF Top’s request, to submit to shareholders binding proposals to amend the Company’s charter in order to provide, among other things, 10-to-1 super voting rights to FFGP immediately upon shareholder approval, and 20-to-1 super voting rights upon the Company reaching a market capitalization of $3B. The Shareholder Agreement also provides that FF Top will have the right, but not the obligation, to nominate four directors to the Company’s seven-person board of directors until FF Top has ceased to beneficially own at least 21,333,530 shares of Common Stock for at least 365 consecutive days, of which two directors will be independent. FF Top will thereafter have the right to nominate a number of directors proportionate to its share ownership. In the event that an FF Top Designee fails to be elected at any meeting of FFIE‘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. The Nominating and Corporate Governance Committee of the Board will verify and/or approve the appointment or nomination for election of any FF Top Designees according to the criteria in the Amended Shareholder Agreement. As a result of the Amended Shareholder Agreement, FFGP and FF Top may be deemed to control the Company. FFGP said, "The signing of the Shareholder Agreement signifies not only the end of a protracted, costly and unnecessary dispute but also the start of a promising new phase for the Company. FFGP believes, by securing FFGP’s continued engagement with and contribution to the Company as the founding and key management team members, it will allow the Company to continue to build on its recently achieved promising developments, including the reorganization of the Board, the appointment of a new management team, the crucial financing obtained with the assistance of FFGP, and the progress made in developing the Company’s business in both the US and China. This has led to what FFGP believes to be a positive development trajectory for FF’s various businesses and ended the turmoil in FFIE’s governance since its listing. FFGP feels that it and its partners, including current and former core executives of the Company, have the proven commitments to and key knowledge regarding the Company, and will provide the crucial support and guidance for the Company to help it to achieve its short, medium and long-term goals and be successful."