Exhibit 10.24


 


EXECUTION VERSION


 


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.


 


THIS PRIORITY LAST OUT NOTE AND THE RIGHTS AND
OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN COLLATERAL AGENCY AND INTERCREDITOR
AGREEMENT DATED AS OF APRIL 29, 2019 (AS AMENDED BY THAT CERTAIN AMENDMENT NO. 1 TO COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT DATED
AS OF JANUARY 28, 2020, AND AS FURTHER AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “COLLATERAL AGENCY
AND INTERCREDITOR AGREEMENT”), AMONG COLLATERAL AGENT, FIRST TRANCHE AGENT, NOTES AGENT, VENDOR TRUSTEE, ISSUERS AND THE
OTHER PARTIES THERETO, TO THE OBLIGATIONS OWED BY THE OBLIGORS PURSUANT TO THE FIRST TRANCHE LOAN DOCUMENTS (AS DEFINED IN THE COLLATERAL
AGENCY AND INTERCREDITOR AGREEMENT), AS SUCH FIRST TRANCHE LOAN DOCUMENTS HAVE BEEN AND HEREAFTER MAY BE AMENDED, SUPPLEMENTED OR OTHERWISE
MODIFIED FROM TIME TO TIME; AND EACH PARTY TO THIS AGREEMENT IRREVOCABLY AGREES TO BE BOUND TO THE PROVISIONS OF THE COLLATERAL AGENCY
AND INTERCREDITOR AGREEMENT. FURTHERMORE, ANY OBLIGATIONS OWING HEREUNDER BY THE COMPANIES (AS DEFINED HEREIN) SHALL BE SUBORDINATE AND
SUBJECT IN RIGHT OF PAYMENT, TO THE EXTENT AND IN THE MANNER SET FORTH IN THE AGREEMENT (AS DEFINED HEREIN) TO THE PRIOR PAYMENT IN FULL
OF THE FIRST OUT NOTES (AS DEFINED IN THE AGREEMENT (AS DEFINED HEREIN)).


 


PRIORITY LAST OUT SECURED PROMISSORY NOTE

(THIS
“PRIORITY LAST OUT NOTE”)


 


	Up to $1,679,058.54	Date:  March 1, 2021


 


FOR VALUE RECEIVED, the undersigned (the “Companies”
or each individually a “Company”), hereby absolutely and unconditionally promises to pay to the order of Ares
Credit Strategies Insurance Dedicated Fund Series Interests of the SALI Multi-Series Fund, L.P., a Delaware limited partnership (the “Purchaser”),
in lawful money of the United States of America, the principal sum of up to One Million Six Hundred Seventy Nine Thousand Fifty Eight
Dollars and Fifty Four Cents ($1,679,058.54), in accordance with Section 4 of this Priority Last Out Note and Schedule 1
attached to this Priority Last Out Note (the “Principal Amount”), pursuant to the Amended and Restated Note
Purchase Agreement, dated as of October 31, 2019 (as amended by that certain Amendment No. 1 to Amended and Restated Note Purchase Agreement,
dated as of January 28, 2020, that certain Amendment No. 2 to Amended and Restated Note Purchase Agreement, dated as of June 24, 2020,
that certain Joinder and Amendment to the Amended and Restated Note Purchase Agreement dated as of September 9, 2020, that certain Second
Amended and Restated Note Purchase Agreement dated as of October 9, 2020, that certain First Amendment and Waiver to Second Amended and
Restated Note Purchase Agreement dated as of January 13, 2021, that certain Second Amendment to Second Amended and Restated Noted Purchase
Agreement dated as of March 1, 2021, and as further amended, restated, supplemented or otherwise modified from time to time, the “Agreement”;
the terms defined therein being used herein as therein defined), by and among BIRCH LAKE FUND MANAGEMENT, LP, a Delaware limited
partnership (“BL Management”), as Collateral Agent for the benefit of the Secured Parties, U.S. BANK NATIONAL
ASSOCIATION, as Notes Agent, the PURCHASERS party to the Agreement, the Companies, and the GUARANTORS party to the Agreement,
together with interest from the date of this Priority Last Out Note on the unpaid Principal Amount, and all other fees, costs and other
amounts owing in accordance with the terms hereof and the Agreement, upon the terms and conditions specified below and in the Agreement.
This Priority Last Out Note is one of a series of Priority Last Out Notes (as defined in the Agreement). The full consideration paid to
the Companies for this Priority Last Out Note shall be $1,611,896.20 of Consideration, due to a 4% original issuance discount on the amount
of this Priority Last Out Note and the amount of the Priority Last Out Note committed to be purchased by the Purchaser on the Second PLON
Closing (the “OID”) applied against the Principal Amount. The Issued Note Amount as of the date of issuance
of this Priority Last Out Note is set forth on Schedule 1 hereto. On the date of the Second PLON Closing, (i) the Issued Note Amount set
forth on Schedule 1 will be increased to reflect the issuance of additional Priority Last Out Notes and (ii) the notation on Schedule
1 reflecting the increase in the Issued Note Amount will be deemed to be an issuance of additional Priority Last Out Notes for all purposes
of the Agreement.


 




     


     


    

 


1. INTEREST;
PAYMENTS. The Companies shall pay the entire outstanding Principal Amount in the amounts and
at the times specified in the Agreement, such that the entire unpaid Principal Amount of this Priority Last Out Note, together with interest
thereon and other Obligations owing hereunder or under the Agreement shall be immediately due and payable on the Maturity Date. Interest
shall accrue on the Principal Amount from time to time outstanding through and including the date on which such Principal Amount is paid
in full as set forth in the Agreement, and the Companies shall pay all such accrued interest, at the times and at the rates provided in
the Agreement.


 


2. NOTE
PURCHASE AGREEMENT. This Priority Last Out Note has
been issued by the Companies in accordance with the terms of the Agreement and the Obligations hereunder constitute Priority Last Out
Obligations. This Priority Last Out Note evidences borrowings under and is subject to the terms of the Agreement and is secured pursuant
to the Security Documents. Purchaser and any permitted assignee hereof are entitled to the benefits of the Agreement and the other Note
Documents and may enforce the agreements of the Companies contained therein, and any holder may exercise the respective remedies provided
for thereby or otherwise available in respect thereof, all in accordance with the respective terms thereof.


 


3. PREPAYMENT.
Prior to the Maturity Date, the Companies may not prepay this Priority Last Out Note except as expressly permitted under the Agreement.


 


4. LOAN
ACCOUNT. The Companies irrevocably authorize Purchaser to make or cause to be made, at
or about the time of any applicable Closing Date or at or about the time of receipt of any payment of principal of this Priority Last
Out Note, an appropriate notation on a grid attached to this Priority Last Out Note as Schedule 1, or the continuation of such
grid, or any other similar record, including computer records, reflecting the funding of any applicable Consideration or (as the case
may be) the receipt of such payment. The outstanding amount of the Consideration set forth on such grid, or the continuation of such grid,
or any other similar record, including computer records, maintained by Purchaser with respect to any Consideration shall be prima facie
evidence of the principal amount thereof owing and unpaid to Purchaser, but the failure to record, or any error in so recording, any such
amount on any such grid, continuation or other record shall not limit or otherwise affect the obligation of the Companies hereunder or
under the Agreement to make payments of principal of and interest on this Priority Last Out Note as and when due. The Notes Agent shall
have no responsibility or liability in respect of the contents of Schedule 1 or any notation thereon.


 




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5. DEFAULT;
WAIVERS. The occurrence of any Event of Default under the Agreement shall be a default under
this Priority Last Out Note and shall give rise to the rights and remedies, including the right to accelerate the payment of this Priority
Last Out Note, as provided in the Agreement. The Companies and every endorser and guarantor of this Priority Last Out Note, hereby waive
presentment, demand, notice, protest, notice of protest, notice of default or dishonor, notice of payment and nonpayment, diligence in
collection and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this
Priority Last Out Note, assent to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange
or release of Collateral and to the addition or release of any other party or person primarily or secondarily liable.


 


6. TRANSFER.
No transfer or other disposition of this Priority Last Out Note may be effected except in accordance with the Agreement. Any transfer,
attempted transfer or other disposition in violation of the foregoing restriction shall be deemed null and void and of no binding effect.


 


7. SEVERABILITY.
If any provision of this Priority Last Out Note is determined to be invalid, illegal or unenforceable, in whole or in part, the validity,
legality and enforceability of any of the remaining provisions or portions of this Priority Last Out Note shall not in any way be affected
or impaired thereby and this Priority Last Out Note shall nevertheless be binding between the Companies and Purchaser.


 


8. BINDING
EFFECT. This Priority Last Out Note shall be binding upon, and shall inure to the benefit
of, Purchaser and its permitted successors and assigns.


 


9. NO
RIGHTS AS STOCKHOLDER. This Priority Last Out Note,
as such, shall not entitle Purchaser to any rights as a stockholder of any Company.


 


10. HEADINGS
AND GOVERNING LAW. The descriptive headings in this
Priority Last Out Note are inserted for convenience only and do not constitute a part of this Priority Last Out Note. The laws of the
State of New York shall govern all matters arising out of, in connection with or relating to this Priority Last Out Note, including its
validity, interpretation, construction, performance and enforcement (including any claims sounding in contract or tort law arising out
of the subject matter hereof and any determinations with respect to post-judgment interest).


 


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THIS PRIORITY LAST OUT NOTE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


	 	FARADAY&FUTURE INC.
	 	 	 
	 	By:	/s/ Jiawei Wang
	 	Name:	Jiawei Wang
	 	Title:	Vice President, Global Capital Markets
	 	 	 
	 	FF INC.	 
	 	 	 
	 	By:	 /s/ Jiawei Wang
	 	Name:	Jiawei Wang
	 	Title:	President
	 	 	 
	 	FARADAY SPE, LLC
	 	 	 
	 	By: FARADAY&FUTURE INC., its sole Manager
	 	 	 
	 	By:	/s/ Jiawei Wang
	 	Name:	Jiawei Wang
	 	Title:	Vice President, Global Capital Markets


 


[Signature Page for Note – Ares Credit Strategies]


 




     


     


    

 


SCHEDULE 1


 


Loans and Payments


 


	Date of Loan or Payment	 	Max Amount of Loan	 	 	Issued Note Amount	 	 	Amount of Principal 
Repaid	 	 	Unpaid Principal Amount of 
Note	 	 	Name of Person 
Making the Notation
	March 1, 2021	 	$	1,679,058.54	 	 	$	1,086,449.64	 	 	$	          0	 	 	$	1,086,449.64	 	 	Jiawei Wang