- FF Top has agreed to amend the letter agreement regarding FF Top's advanced approval of issuances of Faraday Future ("Faraday Future", "FFIE", "the Company") common stock pursuant to certain Company convertible notes and warrants
- FF Top agreed to the amendment to facilitate FFIE's closing of a previously disclosed FFIE financing arrangement for up to $60 million, which, if funded, would provide important financial support for the Company as it works toward delivery of the FF 91 Futurist
- FF Top has supported these fundraising efforts despite bearing significant economic cost from dilution of its ownership interest as a result of such fundraising
- FFIE has further agreed to appoint a fourth FF Top designee to the board of directors (the "Board")
LOS ANGELES, Oct. 27, 2022 /PRNewswire/ -- On October 26, 2022, FF Top Holding LLC ("FF Top"), a Major Stockholder of Faraday Future, announced that it has agreed to amend its letter agreement regarding advanced approval with the Company, dated September 23, 2022, in order to accommodate an October 24, 2022 amendment, previously disclosed by FFIE, to the terms of the potential investment ("Investment") of up to $60 million in the Company by Senyun International Ltd. (the "Investor" ) and thereby facilitate the Company's closing of such financing.
FF Top is pleased that the Investor, introduced to the Company by FF Top, has made a deal with the Company.
FF Founder YT Jia and FF Global Partners are committed to maximizing the interests of Company shareholders, as evidenced by the substantial investments and efforts made by each in keeping the Company in operation over the past several years. In order to assist the Company's efforts to close the additional financing contemplated by the Investment FF Top has made substantial concessions and sacrifices. Specifically, FF Top is suffering significant loss of economic benefits and voting power as a result of this investment and the Company's recent financings.
In connection with the amendment to the letter agreement regarding advanced approval, FF Top and the Company have also reached an agreement to bring further positive and much-needed changes to the Company's governance through the appointment of a fourth FF Top designee to the Board.
Specifically, the Company has agreed to appoint Mr. Chad Chen (or a substitute nominee, under certain limited circumstances) to the Board provided that Mr. Chen (or, as applicable, such substitute) is reasonably acceptable to the FFIE Nominating and Corporate Governance Committee with respect to Nasdaq independence rules and legal compliance and criminal compliance. Mr. Chen is an experienced attorney with a diverse practice, representing national and multinational clients in both litigation and non-litigation matters. He has vast experience advising public companies and boards on important complex legal maters. In this capacity, Chad has represented clients in dealings with the US Treasury, Department of Commerce, US International Trade Commission, and various state and local tax authorities.
FF Top believes that the additional governance improvements noted above and funding of the entirety of the Investment, will, if completed, help position the Company to return to a track of sound development. FF Top looks forward to continuing to assist the Company with its financing efforts and thereby help position the Company to deliver the ultimate intelligent TechLuxury FF 91 Futurist to market.
FF Top is a subsidiary of FF Global Partners LLC ("FF Global Partners"). Founded by FF Founder and CPUO YT Jia, FF Global Partners is comprised of 24 partners and pre-partners who are former and current key employees of FFIE and is managed by the Partners Executive Committee. With the ultimate goal of realizing the shared dream and shared mission, all partners and pre-partners share entrepreneurship, share ownership, share returns, share risks, and share governance. This partnership model brings unique and unprecedented competitive advantages to the Company's company culture, governance structure, and talent system and lays a solid foundation for the success of the Company.
NO OFFER OR SOLICITATION
This communication shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. This communication is not a solicitation of proxies in connection with any matter to be voted upon by stockholders.
FORWARD LOOKING STATEMENTS
This press release 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 press release, the words "estimates," "projected," "expects," "anticipates," "forecasts," "plans," "intends," "believes," "seeks," "may," "will," "should," ""future," "propose", "potential" 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 are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the control of FF Top, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include the Company's ability to satisfy the conditions precedent and close on the various financings referred to in this press release, the failure of any which could result in the Company seeking protection under the Bankruptcy Code; the failure of the conditions to the full implementation of FF Top's governance agreement with the Company to be satisfied and other factors. The foregoing list of factors is not exhaustive. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and FF Top does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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