Exhibit 10.1


 


Execution Version


 


STANDBY EQUITY PURCHASE AGREEMENT


 


THIS STANDBY EQUITY PURCHASE
AGREEMENT (this “Agreement”) dated as of November 11, 2022 is made by and between YA II PN, LTD., a Cayman
Islands exempt limited partnership (the “Investor”), and FARADAY FUTURE INTELLIGENT ELECTRIC INC., a company
incorporated under the laws of the State of Delaware (the “Company”).


 


WHEREAS, the parties
desire that, upon the terms and subject to the conditions contained herein, the Company shall have the right to issue and sell to the
Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to $200 million of the Company’s
shares of Class A common stock, par value $0.0001 per share (the “Common Shares”), which may be increased to up to
$350 million at the option of the Company; and


 


WHEREAS, the Common
Shares are listed for trading on the Nasdaq Stock Market under the symbol “FFIE;” and


 


WHEREAS, the offer
and sale of the Common Shares issuable hereunder will be made in reliance upon Section 4(a)(2) under the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder (the “Securities Act”), or upon such other exemption from the
registration requirements of the Securities Act as may be available with respect to any or all of the transactions to be made hereunder.


 


NOW, THEREFORE,
the parties hereto agree as follows:


 


Article I. Certain Definitions


 


“Adjusted Advance Amount” shall have the meaning
set forth in Section 2.01(e)(i).


 


“Additional Shares” shall have the meaning set forth
in Section 2.01(e)(ii).


 


“Advance”
shall mean any issuance and sale of Advance Shares by the Company to the Investor pursuant to Article II hereof.


 


“Advance Date”
shall mean the 1st Trading Day after expiration of the applicable Pricing Period for each Advance.


 


“Advance Notice”
shall mean a written notice in the form of Exhibit A attached hereto to the Investor executed by an officer of the Company and setting
forth a number of Common Shares that the Company desires to issue and sell to the Investor.


 


“Advance Notice Date”
shall mean each date the Company is deemed to have delivered (in accordance with Section 2.01(b) of this Agreement) an Advance Notice
to the Investor, subject to the terms of this Agreement.


 


“Advance Shares”
shall mean the Common Shares that the Company shall issue and sell to the Investor pursuant to the terms of this Agreement.


 


“Affiliate”
shall have the meaning set forth in Section 3.07.


 


“Agreement”
shall have the meaning set forth in the preamble of this Agreement.


 






     


     


    

 


“Applicable Laws”
shall mean all applicable laws, statutes, rules, regulations, orders, executive orders, directives, policies, guidelines and codes having
the force of law, whether local, national, or international, as amended from time to time, including without limitation (i) all applicable
laws that relate to money laundering, terrorist financing, financial record keeping and reporting, (ii) all applicable laws that relate
to anti-bribery, anti-corruption, books and records and internal controls, including the United States Foreign Corrupt Practices Act of
1977, and (iii) any Sanctions laws.


 


“Black Out Period”
shall have the meaning set forth in Section 6.02(a).


 


“Closing”
shall have the meaning set forth in Section 2.02.


 


“Commitment
Amount” shall mean $200,000,000 of Common Shares, subject to increase by one or more Commitment Increase(s) at the
Company’s election pursuant to the terms of this Agreement by delivering written notice to the Investor pursuant to Article
XI, provided that, the Company shall not affect any sales under this Agreement and the Investor shall not have the obligation
to purchase Common Shares under this Agreement to the extent (but only to the extent) that after giving effect to such purchase and
sale the aggregate number of Common Shares issued under this Agreement would exceed 19.99% of the outstanding Common Shares and
shares of the Company’s Class B common stock, par value $0.0001 per share, as of the date of this Agreement (the “Exchange
Cap”) provided further that, the Exchange Cap will not apply if (a) the Company’s stockholders have approved
issuances in excess of the Exchange Cap in accordance with the rules of the Principal Market or (b) the average price of all
applicable sales of Common Shares hereunder (including any sales covered by an Advance Notice that has been delivered prior to the
determination of whether this clause (b) applies) equals or exceeds $0.62 per share (which represents the lower of (i)
the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the date of this Agreement; or (ii) the average
Nasdaq Official Closing Price for the five Trading Days immediately preceding the date of this Agreement).


 


“Commitment Increases”
shall mean up to $150,000,000 of Common Shares in one or more installments at the election of the Company.


 


“Commitment Shares”
shall have the meaning set forth in Section 12.04


 


“Commitment Period”
shall mean the period commencing on the date hereof and expiring upon the date of termination of this Agreement in accordance with Section
10.01.


 


“Common Shares”
shall have the meaning set forth in the recitals of this Agreement.


 


“Company”
shall have the meaning set forth in the preamble of this Agreement.


 


“Company Indemnitees”
shall have the meaning set forth in Section 5.02.


 


“Condition Satisfaction
Date” shall have the meaning set forth in Section 7.01.


 


“Disclosure Schedules”
shall have the meaning set forth in Article IV.


 


“Environmental Laws”
shall have the meaning set forth in Section 4.13.


 


“Exchange Act”
shall mean the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 






    - 2 -


     


    

 


“Exchange Cap”
shall have the meaning set forth in the definition of “Commitment Amount”.


 


“Excluded Day”
shall have the meaning set forth in Section 2.01(e)(i).


 


“Hazardous Materials”
shall have the meaning set forth in Section 4.13.


 


“Indemnified Liabilities”
shall have the meaning set forth in Section 5.01.


 


“Investor”
shall have the meaning set forth in the preamble of this Agreement.


 


“Investor Indemnitees”
shall have the meaning set forth in Section 5.01.


 


“Knowledge”
of the Company means the actual knowledge of any of the following: (i) the Company’s Global Chief Executive Officer, (ii) the Company’s
Interim Chief Financial Officer or (iii) the Company’s Acting General Counsel, in each case,
after reasonable inquiry of all officers, directors and employees of the Company and its Subsidiaries under such Person’s
direct supervision who would reasonably be expected to have knowledge or information with respect to the matter in question.


 


“Market Price”
shall mean the average of the daily VWAPs of the Common Shares during the relevant Pricing Period, other than the daily VWAP on any Excluded Days.


 


“Material Adverse
Effect” shall mean any event, occurrence or condition that has had or would reasonably be expected to have (i) a material adverse
effect on the validity or enforceability of this Agreement, (ii) a material adverse effect on the results of operations, assets, business
or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (ii) a material adverse effect on the
Company’s ability to perform in any material respect its obligations under this Agreement, in each case excluding any event, occurrence
or condition resulting from, relating to or arising out of any of the following: (A) changes in conditions in the U.S. or global capital,
credit, financial, securities, banking or commodities markets or in U.S. or global economies or business generally, including changes
in the availability of capital or currency exchange rates, provided that such changes shall not have affected the Company in a
materially disproportionate manner as compared to other similarly situated companies, (B) changes generally affecting the industries in
which the Company and its Subsidiaries operate, provided that such changes shall not have affected the Company in a materially
disproportionate manner as compared to other similarly situated companies, (C) acts of God or other calamities or force majeure events,
earthquakes, natural disasters, outbreaks, hostilities, acts of war, sabotage, cyber-attack or terrorism or military actions or any escalation
or material worsening of any such hostilities, acts of war, sabotage, cyber-attack or terrorism or military actions, (D) an epidemic,
pandemic or disease outbreak (including the COVID-19 pandemic) or any Applicable Law, directive, pronouncement or guideline issued by
a governmental entity (including the Centers for Disease Control and Prevention or the World Health Organization) or industry group in
connection with any such epidemic, pandemic or disease outbreak (including COVID-19), including those providing for business closures,
changes to business operations, “sheltering-in-place” or other restrictions, or any change in such Applicable Law, directive,
pronouncement or guideline or interpretation thereof following the date of this Agreement, (E) any action taken, or failed to be taken,
by the Company at the written request or with the written consent of the Investor or otherwise in compliance with the terms of this Agreement;
(F) any changes in applicable laws or accounting rules or the interpretation thereof, provided such changes shall not have affected the
Company in a materially disproportionate manner as compared to other similarly situated companies; (G) the failure of the Company to meet
any of its projections, forecasts, estimates, plans, predictions, performance metrics or operating statistics or the inputs into such
items (whether or not shared with the Investor or its Affiliates or representatives, but excluding the causes underlying such failure);
and (H) national or international political, labor or social conditions, provided such conditions shall not have affected the Company
in a materially disproportionate manner as compared to other similarly situated companies.


 






    - 3 -


     


    

 


“Material Outside
Event” shall have the meaning set forth in Section 6.08.


 


“Minimum Acceptable
Price” or “MAP” shall mean the minimum price notified by the Company to the Investor in each Advance Notice,
if applicable.


 


“Maximum Advance
Amount” in respect of each Advance Notice means the number of Common Shares equal to 9.99% of the total Common Shares outstanding
as of the date of each Advance Notice.


 


“OFAC”
shall have the meaning set forth in Section 4.30.


 


“Ownership Limitation”
shall have the meaning set forth in Section 2.01(c)(i).


 


“Permitted Liens”
shall mean (i) statutory or common law liens of mechanics, materialmen, warehousemen, landlords, carriers, repairmen or construction contractors
and other similar liens that arise in the ordinary course of business and that relate to amounts not yet delinquent or that are being
contested in good faith through appropriate actions, (ii) liens arising under original purchase price conditional sales contracts and
equipment leases with third parties entered into in the ordinary course of business, (iii) liens for utilities, taxes, assessments or
other governmental charges (including, without limitation, water and sewer charges) which are not yet delinquent or being contested in
good faith through appropriate actions and for which appropriate reserves have been established in accordance with GAAP, (iv) liens, encumbrances
and restrictions on real property (including easements, defects or imperfections of title, encroachments, conditions, covenants, licenses,
rights of way and similar restrictions of record or that would be shown by a currently title report or similar report or listing of such
real property) that (A) are matters of record, (B) would be disclosed by a current, accurate survey or physical inspection of such real
property or (C) do not materially interfere with the present uses of such real property, (v) with respect to any leased real property
(A) the interests and rights of the respective lessors under the terms of the leases with respect thereto, including any statutory landlord
liens and any lien thereon and (B) any liens, encumbrances and restrictions on real property (including easements, defects or imperfections
of title, encroachments, conditions, covenants, rights of way and similar restrictions of record) touching and concerning the land of
which the leased real property is a part that do not materially interfere with the present uses of such leased real property, (vi) with
respect to any leased real property, zoning, building, subdivision, entitlement and other land use and environmental regulations promulgated
by any governmental authority, and (vii) deposits to secure the performance of bids, trade contracts (other than for borrowed money),
leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case incurred
in the ordinary course of business.


 


“Person”
shall mean an individual, a corporation, a partnership, a limited liability company, a trust or other entity or organization, including
a government or political subdivision or an agency or instrumentality thereof.


 


“Plan of Distribution”
shall mean the section of a Registration Statement disclosing the plan of distribution of the Shares.


 


“Pricing Period”
shall mean the three (3) consecutive Trading Days commencing on the Advance Notice Date.


 






    - 4 -


     


    

 


“Principal Market”
shall mean the Nasdaq Stock Market; provided, however, that in the event the Company’s Common Shares are ever listed
or traded on the New York Stock Exchange, or the NYSE American, then the “Principal Market” shall mean such other market or
exchange on which the Company’s Common Shares are then listed or traded to the extent such other market or exchange is the principal
trading market or exchange for the Common Shares.


 


“Prospectus”
shall mean any prospectus (including, without limitation, all amendments and supplements thereto) used by the Company in connection with
a Registration Statement.


 


“Prospectus Supplement”
shall mean any prospectus supplement to a Prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act, including, without
limitation, any prospectus supplement to be filed in accordance with Section 6.01 hereof.


 


“Purchase Price”
shall mean the price per Advance Share obtained by multiplying the Market Price by 97%.


 


“Registrable Securities”
shall mean (i) the Shares, and (ii) any securities issued or issuable with respect to any of the foregoing by way of exchange, stock dividend
or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise.


 


“Registration Limitation”
shall have the meaning set forth in Section 2.01(c)(ii).


 


“Registration Statement”
shall mean a registration statement on Form S-1 or Form S-3 or on such other form promulgated by the SEC for which the Company then qualifies
and which counsel for the Company shall deem appropriate, and which form shall be available for the registration of the resale by the
Investor of the Registrable Securities under the Securities Act, which registration statement provides for the resale from time to time
of the Shares as provided herein.


 


“Regulation D”
shall mean the provisions of Regulation D promulgated under the Securities Act.


 


“Sanctions”
shall have the meaning set forth in Section 4.30.


 


“Sanctioned Countries”
shall have the meaning set forth in Section 4.30.


 


“SEC” shall
mean the U.S. Securities and Exchange Commission.


 


“SEC Documents”
shall have the meaning set forth in Section 4.05.


 


“Securities Act”
shall have the meaning set forth in the recitals of this Agreement.


 


“Settlement Document”
shall have the meaning set forth in Section 2.02(a).


 


“Shares”
shall mean the Commitment Shares and the Common Shares to be issued from time to time hereunder pursuant to an Advance.


 






    - 5 -


     


    

 


“Subsidiary”
of the Company shall mean any Person in which the Company, directly or indirectly, (x) owns a majority of the outstanding capital stock
or holds a majority of the equity or similar interest of such Person or (y) controls or operates all or substantially all of the business,
operations or administration of such Person, and the foregoing are collectively referred to herein as “Subsidiaries.”


 


“Trading Day”
shall mean any day during which the Principal Market shall be open for business.


 


“Transaction Documents”
shall have the meaning set forth in Section 4.02.


 


“Volume Threshold”
shall mean a number of Common Shares equal to the product of (a) the number of Advance Shares requested by the Company in an Advance Notice
multiplied by (b) three.


 


“VWAP”
shall mean for any Trading Day, the daily volume weighted average price of the Common Shares for such Trading Day on the Principal Market
during regular trading hours as reported by Bloomberg L.P.


 


Article II. Advances


 


Section 2.01 Advances;
Mechanics. Upon the terms and subject to the conditions of this Agreement, during the Commitment Period, the Company, at its sole
discretion, shall have the right, but not the obligation, to issue and sell to the Investor, and the Investor shall purchase from the
Company, Advance Shares by the delivery to the Investor of Advance Notices on the following terms:


 


		(a)	Advance Notice. At any time during the Commitment Period the Company may require the Investor to
purchase Shares by delivering an Advance Notice to the Investor, subject to the satisfaction or waiver by the Investor of the conditions
set forth in Section 7.01, and in accordance with the following provisions:



 


		(i)	The Company shall, in its sole discretion, select the number of Advance Shares, not to exceed the Maximum
Advance Amount, it desires to issue and sell to the Investor in each Advance Notice and the time it desires to deliver each Advance Notice.



 


		(ii)	There shall be no mandatory minimum Advances and no non-usages fee for not utilizing the Commitment Amount
or any part thereof.



 


		(b)	Date of Delivery of Advance Notice. Advance Notices shall be delivered in accordance with the instructions
set forth on the bottom of Exhibit A attached hereto. An Advance Notice shall be deemed delivered on (i) the day it is received
by the Investor if such notice is received by email at or before 8:30 a.m. Eastern Time (or later if waived by the Investor in its sole
discretion), or (ii) the immediately succeeding day if it is received by email after 8:30 a.m. Eastern Time.



 






    - 6 -


     


    

 


		(c)	Advance Limitations. Regardless of the number of Common Shares requested by the Company in the
Advance Notice, the final number of Shares to be issued and sold pursuant to an Advance Notice shall be reduced (if at all) in accordance
with each of the following limitations:



 


		(i)	Ownership Limitation; Commitment Amount. At the request of the Company, the Investor shall inform
the Company of the amount of shares the Investor then beneficially owns. Notwithstanding anything to the contrary contained in this Agreement,
the Investor shall not be obligated to purchase or acquire, and shall not purchase or acquire, any Common Shares under this Agreement
which, when aggregated with all other Common Shares beneficially owned by the Investor and its affiliates (as calculated pursuant to Section
13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor and its such
affiliates (on an aggregated basis) to exceed 9.99% of the then outstanding voting power or number of Common Shares (the “Ownership
Limitation”). Upon the written request of the Investor, the Company shall promptly (but no later than one business day after
the next business day on which the transfer agent for the Common Shares is open for business) confirm orally or in writing to the Investor
the number of Common Shares then outstanding. In connection with each Advance Notice delivered by the Company, any portion of the number
of Advance Shares that would (i) cause the Investor to exceed the Ownership Limitation or (ii) cause the aggregate number of Shares issued
and sold to the Investor hereunder (excluding, for the avoidance of doubt, the Commitment Shares) to exceed the Commitment Amount shall
automatically be withdrawn with no further action required by the Company, and such Advance Notice shall be deemed automatically modified
to reduce the number of Advance Shares requested by an amount equal to such withdrawn portion; provided that in the event of any
such automatic withdrawal and automatic modification, the Investor will promptly notify the Company of such event.



 


		(ii)	Registration Limitation and Exchange Cap. In no event shall an Advance exceed the amount registered
under the Registration Statement then in effect (the “Registration Limitation”) or the Exchange Cap, to the extent
applicable. In connection with each Advance Notice, any portion of an Advance that would exceed the Registration Limitation or the Exchange
Cap shall automatically be withdrawn with no further action required by the Company and such Advance Notice shall be deemed automatically
modified to reduce the aggregate amount of the requested Advance by an amount equal to such withdrawn portion in respect of each Advance
Notice; provided that in the event of any such automatic withdrawal and automatic modification, Investor will promptly notify the
Company of such event.



 


		(d)	Volume Threshold. In connection with each Advance Notice, if the total number of Common Shares
traded on the Principal Market during the corresponding Pricing Period is less than the Volume Threshold, then the number of Advance Shares
issued and sold pursuant to such Advance Notice shall be reduced to the greater of (a) one-third of the total trading volume of the Company’s
Common Shares on the Principal Market during such Pricing Period as reported by Bloomberg L.P., or (b) the number of Common Shares sold
by the Investor during such Pricing Period, but not to exceed the amount requested in the Advance Notice. In respect to an Advance Notice with a Minimum Acceptable Price, in the event that there are any Excluded Days, the Volume Threshold shall
be reduced by one-third for each Excluded Day, and the trading volume of the Company’s Common Shares on the Principal Market on
any Excluded Day shall be excluded from the calculation in sub section (a) of this paragraph.



 


		(e)	Minimum Acceptable
                                            Price.



 


		(i)	With respect to each Advance
                                            Notice, the Company may notify the Investor of the MAP with respect to such Advance by indicating
                                            a MAP on such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall
                                            be in effect in connection with such Advance. Each Trading Day during a Pricing Period for
                                            which (A) with respect to each Advance Notice with a MAP, the VWAP of the Common Shares is
                                            below the MAP in effect with respect to such Advance Notice, or (B) there is no VWAP (each
                                            such day, an “Excluded Day”), shall result in an automatic reduction to
                                            the amount of the Advance set forth in such Advance Notice by one-third (the resulting amount
                                            of each Advance being the “Adjusted Advance Amount”), and each Excluded
                                            Day shall be excluded from the Pricing Period for purposes of determining the Market Price.



 


		(ii)	The total Shares in respect
                                            of each Advance (after reductions have been made to arrive at the Adjusted Advance Amount,
                                            if any) shall be automatically increased by such number of Common Shares (the “Additional
                                            Shares”) equal to the number of Common Shares sold by the Investor on such Excluded
                                            Day, if any, and the price paid per share for each Additional Share shall be equal to the
                                            MAP in effect with respect to such Advance Notice multiplied by 97%, provided that this increase
                                            shall not cause the total Advance to exceed the amount set forth in the original Advance
                                            Notice or any limitations set forth in Section 2.01(c).



 


		(f)	Unconditional Contract. Notwithstanding any other provision in this Agreement, the Company and
the Investor acknowledge and agree that upon the Investor’s receipt of a valid Advance Notice the parties shall be deemed to have
entered into an unconditional contract binding on both parties for the purchase and sale of Advance Shares pursuant to such Advance Notice
in accordance with the terms of this Agreement and (i) subject to Applicable Laws and (ii) subject to Section 3.08 (Trading Activities),
the Investor may sell Common Shares during the Pricing Period.



 






    - 7 -


     


    

 


Section 2.02 Closings.
The closing of each Advance and each sale and purchase of Advance Shares (each, a “Closing”) shall take place as
soon as practicable on or after each Advance Date in accordance with the procedures set forth below. The parties acknowledge that
the Purchase Price is not known at the time the Advance Notice is delivered (at which time the Investor is irrevocably bound) but
shall be determined on each Closing based on the daily prices of the Common Shares that are the inputs to the determination of the
Purchase Price as set forth further below. In connection with each Closing, the Company and the Investor shall fulfill each of its
obligations as set forth below:


 


		(a)	On each Advance Date, the Investor shall deliver to the Company a written document, in the form attached
hereto as Exhibit B (each a “Settlement Document”), setting forth the final number of Shares to be purchased by the
Investor (taking into account any adjustments pursuant to Section 2.01), the Market Price, the Purchase Price, the aggregate proceeds
to be paid by the Investor to the Company, and a report by Bloomberg, L.P. indicating the VWAP for each of the Trading Days during the
Pricing Period (or, if not reported on Bloomberg, L.P., another reporting service reasonably agreed to by the parties), in each case in
accordance with the terms and conditions of this Agreement. The final number of Shares to be purchased by the Investor at the Closing
for such Advance shall equal the sum of (i) the Adjusted Advance Amount which shall be purchased at the Purchase Price, plus (ii) the
aggregate number of Additional Shares elected to be purchased by the Investor on Excluded Days during such Pricing Period (as contemplated
by Section 2.01(d)(ii)) which shall be purchased at the applicable MAP.



 


		(b)	Promptly after receipt of the Settlement Document with respect to each Advance (and, in any event, not
later than one Trading Day after such receipt), the Company will, or will cause its transfer agent to, electronically transfer such number
of Advance Shares to be purchased by the Investor (as set forth in the Settlement Document) by crediting the Investor’s account
or its designee’s account at the Depository Trust Company through its Deposit Withdrawal at Custodian System or by such other means
of delivery as may be reasonably agreed upon by the parties hereto, and transmit notification to the Investor that such share transfer
has been requested. Promptly upon (and in any event within one Trading Day after) receipt of such notification, the Investor shall pay
to the Company the aggregate purchase price of the Shares (as set forth in the Settlement Document) in cash in immediately available funds
to an account designated by the Company in writing and transmit notification to the Company that such funds transfer has been requested.
No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of shares. To facilitate
the transfer of the Common Shares by the Investor, the Common Shares will not bear any restrictive legends so long as there is an effective
Registration Statement covering the resale of such Common Shares (it being understood and agreed by the Investor that notwithstanding
the lack of restrictive legends, the Investor may only sell such Common Shares pursuant to the Plan of Distribution set forth in the Prospectus
included in the Registration Statement and otherwise in compliance with the requirements of the Securities Act (including any applicable
prospectus delivery requirements) or pursuant to an available exemption).



 


		(c)	On or prior to the Advance Date, each of the Company and the Investor shall deliver to the other all documents,
instruments and writings expressly required to be delivered by either of them pursuant to this Agreement in order to implement and effect
the transactions contemplated herein.



 


		(d)	Notwithstanding anything to the contrary in this Agreement, if on any day during the Pricing Period (i)
the Company notifies Investor that a Material Outside Event has occurred, or (ii) the Company notifies the Investor of a Black Out Period,
the parties agree that the pending Advance shall end and the final number of Advance Shares to be purchased by the Investor at the Closing
for such Advance shall be equal to the number of Common Shares sold by the Investor during the applicable Pricing Period prior to the
notification from the Company of a Material Outside Event or Black Out Period.



 






    - 8 -


     


    

 


Section 2.03 Hardship.


 


		(a)	In the event the Investor sells Common Shares after receipt of an Advance Notice and the Company fails
to perform its obligations as mandated in Section 2.02, the Company agrees that in addition to and in no way limiting the rights and obligations
set forth in Article V hereto and in addition to any other remedy to which the Investor is entitled at law or in equity, including, without
limitation, specific performance, it will hold the Investor harmless against any loss, claim, damage, or expense (including reasonable
legal fees and expenses), as incurred, arising out of or in connection with such default by the Company and acknowledges that irreparable
damage may occur in the event of any such default. It is accordingly agreed that the Investor shall be entitled to an injunction or injunctions
to prevent such breaches of this Agreement and to specifically enforce (subject to Applicable Laws and other rules of the Principal Market),
without the posting of a bond or other security, the terms and provisions of this Agreement.



 


		(b)	In the event the Company provides an Advance Notice and the Investor fails to perform its obligations
as mandated in Section 2.02, the Investor agrees that in addition to and in no way limiting the rights and obligations set forth in Article
V hereto and in addition to any other remedy to which the Company is entitled at law or in equity, including, without limitation, specific
performance, it will hold the Company harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses),
as incurred, arising out of or in connection with such default by the Investor and acknowledges that irreparable damage may occur in the
event of any such default. It is accordingly agreed that the Company shall be entitled to an injunction or injunctions to prevent such
breaches of this Agreement and to specifically enforce (subject to the Securities Act and other rules of the Principal Market), without
the posting of a bond or other security, the terms and provisions of this Agreement.



 


Section 2.04 Completion
of Resale Pursuant to the Registration Statement. After the Investor has purchased the full Commitment Amount and has completed
the subsequent resale of the full Commitment Amount pursuant to the Registration Statement, Investor will notify the Company that
all subsequent resales are completed and the Company will be under no further obligation to maintain the effectiveness of the
Registration Statement. Additionally, the Company shall have no further obligation to maintain the effectiveness of any Registration
Statement after the 180th day following the earlier to occur of the latest Closing that has occurred and the termination of this
Agreement in accordance with its terms.


 


Section 2.05 Increase
to Commitment Amount. The Commitment Amount will be increased to include any Commitment Increase by written notice to the Investor
from the Company that the Company is electing to make such increase.


 


Article III. Representations
and Warranties of Investor


 


The Investor represents and
warrants to the Company, as of the date hereof, as of each Advance Notice Date and each Advance Date that:


 


Section 3.01 Organization
and Authorization. The Investor is duly organized, validly existing and in good standing under the laws of the Cayman Islands and
has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to purchase or acquire
Shares in accordance with the terms hereof. The decision to invest and the execution and delivery of this Agreement by the Investor, the
performance by the Investor of its obligations hereunder and the consummation by the Investor of the transactions contemplated hereby
have been duly authorized and require no other proceedings on the part of the Investor. The undersigned has the right, power and authority
to execute and deliver this Agreement and all other instruments on behalf of the Investor or its shareholders. This Agreement has been
duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will
constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.


 






    - 9 -


     


    

 


Section 3.02 Evaluation
of Risks. The Investor has such knowledge and experience in financial, tax and business matters as to be capable of evaluating the
merits and risks of, and bearing the economic risks entailed by, an investment in the Common Shares of the Company and of protecting its
interests in connection with the transactions contemplated hereby. The Investor acknowledges and agrees that its investment in the Company
involves a high degree of risk, and that the Investor may lose all or a part of its investment.


 


Section 3.03 No Legal,
Investment or Tax Advice from the Company. The Investor acknowledges that it had the opportunity to review this Agreement and the
transactions contemplated by this Agreement with its own legal counsel and investment and tax advisors. The Investor is relying solely
on such counsel and advisors and not on any statements or representations of the Company or any of the Company’s representatives
or agents for legal, tax, investment or other advice with respect to the Investor’s acquisition of Common Shares hereunder, the
transactions contemplated by this Agreement or the laws of any jurisdiction, and the Investor acknowledges that the Investor may lose
all or a part of its investment.


 


Section 3.04 Investment
Purpose. The Investor is acquiring the Common Shares for its own account, for investment purposes and not with a view towards, or
for resale in connection with, the public sale or distribution thereof, in violation of the Securities Act or any applicable state securities
laws; provided, however, that by making the representations herein, the Investor does not agree, or make any representation
or warranty, to hold any of the Shares for any minimum or other specific term and reserves the right to dispose of the Shares at any time
in accordance with, or pursuant to, a Registration Statement filed pursuant to this Agreement or an applicable exemption under the Securities
Act. The Investor does not presently have any agreement or understanding, directly or indirectly, with any Person to sell or distribute
any of the Shares. The Investor acknowledges that it will be disclosed as an “underwriter”
and a “selling stockholder” in each Registration Statement and in any prospectus contained therein to the extent required
by applicable law and to the extent the prospectus is related to the resale of Registrable Securities.


 


Section 3.05 Accredited
Investor. The Investor is an “Accredited Investor” as that term is defined in Rule 501(a)(3) of Regulation D.


 


Section 3.06 Information.
The Investor and its advisors (and its counsel), if any, have been furnished with all materials relating to the business, finances and
operations of the Company and information the Investor deemed material to making an informed investment decision. The Investor and its
advisors (and its counsel), if any, have been afforded the opportunity to ask questions of the Company and its management and have received
answers to such questions. Neither such inquiries nor any other due diligence investigations conducted by such Investor or its advisors
(and its counsel), if any, or its representatives shall modify, amend or affect the Investor’s right to rely on the Company’s
representations and warranties contained in this Agreement. The Investor acknowledges and agrees that the Company has not made to the
Investor, and the Investor acknowledges and agrees it has not relied upon, any representations and warranties of the Company, its employees
or any third party other than the representations and warranties of the Company contained in this Agreement. The Investor understands
that its investment involves a high degree of risk. The Investor has sought such accounting, legal and tax advice, as it has considered
necessary to make an informed investment decision with respect to the transactions contemplated hereby.


 






    - 10 -


     


    

 


Section 3.07 Not an Affiliate.
The Investor is not an officer, director or a person that directly, or indirectly through one or more intermediaries, controls or is controlled
by, or is under common control with the Company or any “Affiliate” of the Company (as that term is defined in Rule
405 promulgated under the Securities Act).


 


Section 3.08 No Prior
Short Sales. At no time prior to the date of this Agreement has the Investor, its sole member, any of their respective officers, or
any entity managed or controlled by the Investor or its sole member, engaged in or effected, in any manner whatsoever, directly or indirectly,
for its own principal account, any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange
Act) of the Common Shares or (ii) hedging transaction, which establishes a net short position with respect to the Common Shares that
remains in effect as of the date of this Agreement.


 


Section 3.09 Resale of
Shares. The Investor represents, warrants and covenants that it will resell the Shares only pursuant to a Registration Statement in
which the resale of such Shares is registered under the Securities Act, in a manner described under the caption “Plan of Distribution”
in such Registration Statement, and in a manner in compliance with all applicable federal and state securities laws, rules and regulations,
or pursuant to an exception for the registration provisions of the Securities Act, if applicable.


 


Section 3.10 General Solicitation.
The Investor is not purchasing or acquiring the Shares as a result of any form of general solicitation or general advertising (within
the meaning of Regulation D) in connection with any offer or sale of the Common Shares.


 


Section 3.11 Availability
of Funds. The Investor has sufficient cash available to enable it to pay the full Commitment Amount pursuant to the terms of the Agreement
and to make all other necessary payments by it in connection with the transactions contemplated hereby.


 


Article IV. Representations
and Warranties of the Company


 


Except as set forth in the
SEC Documents, or in the Disclosure Schedules delivered by the Company to the Investor concurrent with its execution of this Agreement
(the “Disclosure Schedules”), which Disclosure Schedules shall be deemed a part hereof and shall qualify any representation
or warranty otherwise made herein to the extent of the disclosure contained in the corresponding section of the Disclosure Schedules or
in another Section of the Disclosure Schedules, to the extent that it is reasonably apparent on the face of such disclosure that such
disclosure is applicable to such Section, the Company represents and warrants to the Investor that, as of the date hereof, each Advance
Notice Date and each Advance Date (other than representations and warranties which address matters only as of a certain date, which shall
be true and correct as written as of such certain date), that:


 


Section 4.01 Organization
and Qualification. Each of the Company and its Subsidiaries is an entity duly organized and validly existing under the laws of their
respective jurisdiction of organization, and has the requisite power and authority to own its properties and to carry on its business
as now being conducted. Each of the Company and its Subsidiaries is duly qualified to do business and is in good standing (to the extent
applicable) in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the
extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect.


 






    - 11 -


     


    

 


Section 4.02 Authorization,
Enforcement, Compliance with Other Instruments. The Company has the requisite corporate power and authority to enter into and perform
its obligations under this Agreement and the other Transaction Documents and to issue the Shares in accordance with the terms hereof and
thereof. Other than any shareholder approval required for any issuance of the Common Shares exceeding the Exchange Cap hereunder, the
execution and delivery by the Company of this Agreement and the other Transaction Documents, and the consummation by the Company of the
transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares) have been or (with respect
to consummation) will be duly authorized by the Company’s board of directors and no further consent or authorization will be required
by the Company, its board of directors or its shareholders. This Agreement and the other Transaction Documents to which the Company is
a party have been (or, when executed and delivered, will be) duly executed and delivered by the Company and, assuming the execution and
delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will be) the legal, valid and binding
obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may
be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other laws
relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification
and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively,
this Agreement and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with
the transactions contemplated hereby and thereby, as may be amended from time to time.


 


Section 4.03 Authorization
of the Shares. The Shares to be issued under this Agreement have been, or with respect to Shares to be purchased by the Investor pursuant
to an Advance Notice, will be, when issued and delivered pursuant to the terms approved by the board of directors of the Company or a
duly authorized committee thereof, or a duly authorized executive committee, against payment therefor as provided herein, duly and validly
authorized and issued and fully paid and nonassessable, free and clear of any pledge, lien, encumbrance, security interest or other claim,
including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights. The Shares,
when issued, will conform to the description thereof set forth in or incorporated into the Prospectus.


 


Section 4.04 No Conflict.
The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions
contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares) will not (i) result in a violation
of the articles of incorporation or other organizational documents of the Company or its Subsidiaries (with respect to consummation, as
the same may be amended prior to the date on which any of the transactions contemplated hereby are consummated), (ii) conflict with, or
constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights
of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or its Subsidiaries
is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities
laws and regulations) applicable to the Company or its Subsidiaries or by which any property or asset of the Company or its Subsidiaries
is bound or affected except, in the case of clause (ii) or (iii) above, to the extent such violations that would not reasonably be expected
to have a Material Adverse Effect.


 






    - 12 -


     


    

 


Section 4.05 SEC Documents;
Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by
it with the SEC pursuant to the Exchange Act for the two years preceding the date hereof (or such shorter period as the Company was required
by law or regulation to file such material) (all of the foregoing filed within two years preceding the date hereof or amended after the
date hereof, or filed after the date hereof, and all exhibits included therein and financial statements and schedules thereto and documents
incorporated by reference therein, and all registration statements filed by the Company under the Securities Act (including any Registration
Statements filed hereunder), being hereinafter referred to as the “SEC Documents”). The Company has delivered or made
available to the Investor through the SEC’s website at http://www.sec.gov, true and complete copies of the SEC Documents. As of
their respective dates (or, with respect to any filing that has been amended or superseded, the date of such amendment or superseding
filing), the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as applicable,
and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and did not contain any untrue statement
of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading.


 


Section 4.06 Financial
Statements. The consolidated financial statements of the Company included or incorporated by reference in the SEC Documents, together
with the related notes and schedules, present fairly, in all material respects, the consolidated financial position of the Company and
the Subsidiaries as of the dates indicated and the consolidated statements of operations and comprehensive loss, cash flows and changes
in stockholders’ equity of the Company for the periods specified and have been prepared in compliance with the requirements of the
Securities Act and Exchange Act and in conformity with generally accepted accounting principles in the United States (“GAAP”)
applied on a consistent basis (except for (i) such adjustments to accounting standards and practices as are noted therein, (ii) in the
case of unaudited interim financial statements, to the extent such financial statements may not include footnotes required by GAAP or
may be condensed or summary statements and (iii) such adjustments which are not material, either individually or in the aggregate) during
the periods involved; the other financial and statistical data with respect to the Company and the Subsidiaries contained or incorporated
by reference in the SEC Documents are accurately and fairly presented and prepared on a basis consistent with the financial statements
and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or
incorporated by reference in the SEC Documents that are not included or incorporated by reference as required; the Company and the Subsidiaries
do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described
in the SEC Documents (excluding the exhibits thereto); and all disclosures contained or incorporated by reference in the SEC Documents
regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in
all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.
The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the SEC Documents fairly presents
the information called for in all material respects and has been prepared in accordance with the SEC’s rules and guidelines applicable
thereto.


 


Section 4.07 Registration
Statement and Prospectus. Each Registration Statement and the offer and sale of Shares as contemplated hereby, if and when filed,
will meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes,
regulations, contracts or other documents that are required to be described in a Registration Statement or a Prospectus, or to be filed
as exhibits to a Registration Statement have been so described or filed. Copies of each Registration Statement, any Prospectus, and any
such amendments or supplements thereto and all documents incorporated by reference therein that were filed with the Commission on or prior
to the date of this Agreement have been delivered, or are available through EDGAR, to the Investor and its counsel. The Company has not
distributed and, prior to the later to occur of each Advance Date and completion of the distribution of the Shares, will not distribute
any offering material in connection with the offering or sale of the Shares other than a Registration Statement and the Prospectus to
which the Investor has consented.


 






    - 13 -


     


    

 


Section 4.08 No Misstatement
or Omission. Each Registration Statement, when it became or becomes effective, and any Prospectus, on the date of such Prospectus
or amendment or supplement, conformed and will conform in all material respects with the requirements of the Securities Act. At each Advance
Date, the Registration Statement, and the Prospectus, as of such date, will conform in all material respects with the requirements of
the Securities Act. Each Registration Statement, when it became or becomes effective, did not, and will not, contain an untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
Each Prospectus did not, or will not, include an untrue statement of a material fact or omit to state a material fact necessary to make
the statements therein, in light of the circumstances under which they were made, not misleading. The documents incorporated by reference
in a Prospectus or any Prospectus Supplement did not, and any further documents filed and incorporated by reference therein will not,
when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated
in such document or necessary to make the statements in such document, in light of the circumstances under which they were made, not misleading.
The foregoing shall not apply to statements in, or omissions from, any such document made in reliance upon, and in conformity with, information
furnished to the Company by the Investor specifically for use in the preparation thereof.


 


Section 4.09 Conformity
with Securities Act and Exchange Act. Each Registration Statement, each Prospectus, or any amendment or supplement thereto, and the
documents incorporated by reference in each Registration Statement, Prospectus or any amendment or supplement thereto, when such documents
were or are filed with the SEC under the Securities Act or the Exchange Act or became or become effective under the Securities Act, as
the case may be, conformed or will conform in all material respects with the requirements of the Securities Act and the Exchange Act,
as applicable. 


 


Section 4.10 Equity Capitalization.
As of the date hereof, the authorized capital of the Company consists of 825,000,000 shares of capital stock, including 750,000,000 shares
of Class A common stock, par value $0.0001 per share, and 75,000,000 shares of Class B common stock. As of the date hereof, the Company
had 357,291,236 shares of Class A common stock outstanding.


 


The Common Shares are registered
pursuant to Section 12(b) of the Exchange Act and is currently listed on a Principal Market under the trading symbol “FFIE.”
The Company has taken no action designed to, or reasonably likely to have the effect of, terminating the registration of the Common Shares
under the Exchange Act, delisting the Common Shares from the Principal Market.


 


Section 4.11 Intellectual
Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all material trademarks, trade
names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals,
governmental authorizations, trade secrets and rights, if any, necessary to conduct their respective businesses as now conducted, except
as would not cause a Material Adverse Effect. The Company and its Subsidiaries have not received written notice of any infringement by
the Company or its Subsidiaries of trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service names,
service marks, service mark registrations, or trade secrets, except as would not cause a Material Adverse Effect. To the knowledge of
the Company, there is no material claim, action or proceeding being made or brought against, or to the Company’s knowledge, being
threatened against the Company or its Subsidiaries regarding trademark, trade name, patents, patent rights, invention, copyright, license,
service names, service marks, service mark registrations, trade secret or other infringement except as would not cause a Material Adverse
Effect; and, except as would not cause a Material Adverse Effect, the Company is not aware of any facts or circumstances which might give
rise to any of the foregoing.


 






    - 14 -


     


    

 


Section 4.12 Employee
Relations. Neither the Company nor any of its Subsidiaries is involved in any labor dispute nor, to the knowledge of the Company or
any of its Subsidiaries, is any such dispute threatened, in each case which is reasonably likely to cause a Material Adverse Effect.


 


Section 4.13 Environmental
Laws. The Company and its Subsidiaries (i) have not received written notice alleging any failure to comply in all material respects
with all Environmental Laws (as defined below), (ii) have received all permits, licenses or other approvals required of them under applicable
Environmental Laws to conduct their respective businesses and (iii) have not received written notice alleging any failure to comply with
all terms and conditions of any such permit, license or approval where, in each of the foregoing clauses (i), (ii) and (iii), the failure
to so comply would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. The term “Environmental
Laws” means all applicable federal, state and local laws relating to pollution or protection of human health or the environment
(including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation,
laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous
substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations,
codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations
issued, entered, promulgated or approved thereunder.


 


Section 4.14 Title.
Except as would not cause a Material Adverse Effect, the Company (or its Subsidiaries) has indefeasible fee simple or leasehold title
to its properties and material assets owned by it, free and clear of any pledge, lien, security interest, encumbrance, claim or equitable
interest other than such as are not material to the business of the Company or Permitted Liens. Any real property and facilities held
under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as
are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its
Subsidiaries.


 


Section 4.15 Insurance.
The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks
and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries
are engaged. The Company has no reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage
expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have
a Material Adverse Effect.


 


Section 4.16 Regulatory
Permits. Except as would not cause a Material Adverse Effect, the Company and its Subsidiaries possess all material certificates,
authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to own their respective
businesses, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the revocation
or modification of any such certificate, authorization or permits.


 






    - 15 -


     


    

 


Section 4.17 Internal
Accounting Controls. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that
(i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded
as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain
asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization
and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is
taken with respect to any differences, and management is not aware of any material weaknesses that are not disclosed in the SEC Documents
as and when required.


 


Section 4.18 Absence of
Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency,
self-regulatory organization or body pending against or affecting the Company, the Common Shares or any of the Company’s Subsidiaries,
wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect.


 


Section 4.19 [Reserved.]


 


Section 4.20 Tax Status.
Except as would not have a Material Adverse Effect, each of the Company and its Subsidiaries (i) has timely made or filed all foreign,
federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii)
has timely paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on
such returns, reports and declarations, except those being contested in good faith and (iii) has set aside on its books provision reasonably
adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. Except
as would not have a Material Adverse Effect, the Company has not received written notification of any unpaid taxes in any material amount
claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company and its Subsidiaries know of no basis for
any such claim where failure to pay would cause a Material Adverse Effect.


 


Section 4.21 Certain Transactions.
Except as not required to be disclosed pursuant to Applicable Laws, none of the officers or directors of the Company is presently a party
to any transaction with the Company (other than for services as employees, officers and directors), including any contract, agreement
or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from,
or otherwise requiring payments to or from any officer or director, or to the knowledge of the Company, any corporation, partnership,
trust or other entity in which any officer or director has a substantial interest or is an officer, director, trustee or partner.


 


Section 4.22 Rights of
First Refusal. The Company is not obligated to offer the Common Shares offered hereunder on a right of first refusal basis to any
third parties including, but not limited to, current or former shareholders of the Company, underwriters, brokers, agents or other third
parties.


 


Section 4.23 Dilution.
The Company is aware and acknowledges that issuance of Common Shares hereunder could cause dilution to existing shareholders and could
significantly increase the outstanding number of Common Shares.


 


Section 4.24 Acknowledgment
Regarding Investor’s Purchase of Shares. The Company acknowledges and agrees that the Investor is acting solely in the capacity
of an arm’s length investor with respect to this Agreement and the transactions contemplated hereunder. The Company further acknowledges
that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement
and the transactions contemplated hereunder and any advice given by the Investor or any of its representatives or agents in connection
with this Agreement and the transactions contemplated hereunder is merely incidental to the Investor’s purchase of the Shares hereunder.
The Company is aware and acknowledges that it shall not be able to request Advances under this Agreement if a Registration Statement is
not effective or if any issuances of Common Shares pursuant to any Advances would violate any rules of the Principal Market. The Company
acknowledged and agrees that it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions
of the transactions contemplated by this Agreement.


 






    - 16 -


     


    

 


Section 4.25 Finder’s
Fees. Neither the Company nor any of the Subsidiaries has incurred any liability for any finder’s fees, brokerage commissions
or similar payments in connection with the transactions herein contemplated. 


 


Section 4.26 Relationship
of the Parties. Neither the Company, nor any of its Subsidiaries, nor, to the Knowledge of the Company, any person acting on its or
their behalf is a client or customer of the Investor or any of its affiliates and neither the Investor nor any of its affiliates has provided,
or will provide, any services to the Company or any of its Subsidiaries, or, to the Knowledge of the Company, any person acting on its
or their behalf. The Investor’s relationship to Company is solely as investor as provided for in the Transaction Documents. 


 


Section 4.27 [Reserved.]


 


Section 4.28 Forward-Looking
Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act) contained in the Registration Statement or a Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed
other than in good faith.


 


Section 4.29 Compliance
with Laws. The Company and each of its Subsidiaries are in compliance with Applicable Laws; the Company has not received a written
notice of non-compliance, nor knows of any facts that any director, officer, or employee of the Company or any Subsidiary, any agent,
affiliate or other person acting on behalf of the Company or any Subsidiary, has not complied with Applicable Laws; in each case that
would have a Material Adverse Effect.


 


Section 4.30 Sanctions
Matters. Neither the Company nor any of its Subsidiaries or, to the knowledge of the Company, any director, officer or controlled
affiliate of the Company or any director or officer of any Subsidiary, is a Person that is, or is owned or controlled by a Person that
is (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Asset Control
(“OFAC”), the United Nations Security Council, the European Union, His Majesty’s Treasury including, designation
on OFAC’s Specially Designated Nationals and Blocked Persons List or OFAC’s Foreign Sanctions Evaders List (collectively,
“Sanctions”), or (ii) located, organized or resident in a country or territory that is the subject of Sanctions
that broadly prohibit dealings with that country or territory (including, without limitation, the Crimea region, the Donetsk People’s
Republic and Luhansk People’s Republic in Ukraine, Cuba, Iran, North Korea, Russia, Sudan and Syria (the “Sanctioned Countries”)).
Neither the Company nor any of its Subsidiaries will, directly or indirectly, use the proceeds from the sale of Advance Shares, or lend,
contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person (a) for the purpose
of funding or facilitating any activities or business of or with any Person that, at the time of such funding or facilitation, is the
subject of Sanctions or is a Sanctioned Country in violation of Sanctions, or (b) in any other manner that will result in a violation
of Sanctions or Applicable Laws by any Person (including any Person participating in the transactions contemplated by this Agreement,
whether as underwriter, advisor, investor or otherwise). For the past three years, neither the Company nor any of its Subsidiaries has
engaged in, and is now not engaged in, any dealings or transactions with any Person, that at the time of the dealing or transaction is
or was the subject of Sanctions or a Sanctioned Country in violation of Sanctions. Neither the Company nor any of its Subsidiaries nor
any director, officer or controlled affiliate of the Company or any of its Subsidiaries, has ever had funds blocked by a United States
bank or financial institution, temporarily or otherwise, as a result of OFAC concerns.


 






    - 17 -


     


    

 


Article V. Indemnification


 


The Investor and the Company
represent to the other the following with respect to itself:


 


Section 5.01 Indemnification
by the Company. In consideration of the Investor’s execution and delivery of this Agreement and acquiring the Shares hereunder,
and in addition to all of the Company’s other obligations under this Agreement, the Company shall defend, protect, indemnify and
hold harmless the Investor and its investment manager, Yorkville Advisors Global, LP, and each of their respective officers, directors,
managers, members, partners, employees and agents (including, without limitation, those retained in connection with the transactions contemplated
by this Agreement) and each person who controls the Investor within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act (collectively, the “Investor Indemnitees”) from and against any and all actions, causes of action, suits,
claims, losses, costs, penalties, fees, liabilities and damages, and reasonable and documented expenses in connection therewith (irrespective
of whether any such Investor Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable
attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by the Investor Indemnitees or any
of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained
in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus,
or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however,
that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is
based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in
conformity with written information furnished to the Company by or on behalf of the Investor specifically for inclusion therein; (b) any
material misrepresentation or breach of any material representation or material warranty made by the Company in this Agreement or any
other certificate, instrument or document contemplated hereby or thereby; or (c) any material breach of any material covenant, material
agreement or material obligation of the Company contained in this Agreement or any other certificate, instrument or document contemplated
hereby or thereby. To the extent that the foregoing undertaking by the Company may be unenforceable under Applicable Law, the Company
shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under
Applicable Law.


 


Section 5.02 Indemnification
by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s
other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and its Subsidiaries
and each of their respective officers, directors, managers, members, shareholders, employees and agents (including, without limitation,
those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”)
from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out
of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for
the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof
or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will
only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically
for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission
or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf
of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor
in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant,
agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby
or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable
Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is
permissible under Applicable Laws.


 






    - 18 -


     


    

 


Section 5.03 Notice of
Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of any action or proceeding
(including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee,
as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this
Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying
party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced by such failure.
The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any
other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to
the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an
Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees
and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if,
in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee
or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor
Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company
Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim
by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee
or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee
reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be
liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however,
that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the
prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement
or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee
or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for
hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all
third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this
Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills
are received and payment therefor is due.


 


Section 5.04 Remedies.
The remedies provided for in this Article V are not exclusive and shall not limit any right or remedy which may be available to any indemnified
person at law or equity. The obligations of the parties to indemnify or make contribution under this Article V shall survive expiration
or termination of this Agreement.


 






    - 19 -


     


    

 


Article VI.

Covenants


 


The Company covenants with the
Investor, and the Investor covenants with the Company, as follows, which covenants of one party are for the benefit of the other party,
during the Commitment Period:


 


Section 6.01 Registration
Statement.


 


		(a)	Filing of a Registration Statement. The Company shall use commercially reasonable efforts to prepare
and file with the SEC a Registration Statement, or multiple Registration Statements for the resale by the Investor of the Registrable
Securities. The Company in its sole discretion may choose when to file such Registration Statements; provided, however, that the
Company shall not have the ability to request any Advances until the effectiveness of a Registration Statement.



 


		(b)	Maintaining a Registration Statement. The Company shall use commercially reasonable efforts to
maintain the effectiveness of any Registration Statement that has been declared effective at all times during the Commitment Period, provided,
however, that the Company shall be under no further obligation to maintain the effectiveness of the Registration Statement to the
extent permitted pursuant to Section 2.04. Notwithstanding anything to the contrary contained in this Agreement, the Company shall ensure
that, when filed, each Registration Statement (including, without limitation, all amendments and supplements thereto) and the prospectus
(including, without limitation, all amendments and supplements thereto) used in connection with such Registration Statement shall not
contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the
statements therein (in the case of prospectuses, in the light of the circumstances in which they were made) not misleading.



 


		(c)	Filing Procedures. The Company shall (A) permit counsel to the Investor an opportunity to
review and comment upon (i) each Registration Statement at least three (3) Trading Days prior to its filing with the SEC and
(ii) all amendments and supplements to each Registration Statement (including, without limitation, the Prospectus contained therein)
(except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and
any similar or successor reports or Prospectus Supplements the contents of which is limited to that set forth in such reports) within
a reasonable number of days prior to their filing with the SEC, and (B) shall reasonably consider any comments of the Investor and
its counsel on any such Registration Statement or amendment or supplement thereto or to any Prospectus contained therein. The Company
shall promptly furnish to the Investor, without charge, to the extent permitted by Applicable Laws, (i) electronic copies of any
correspondence from the SEC or the Staff to the Company or its representatives relating to each Registration Statement (which correspondence
shall be redacted to exclude any material, non-public information regarding the Company or any of its Subsidiaries), (ii) after
the same is prepared and filed with the SEC, one (1) electronic copy of each Registration Statement and any amendment(s) and supplement(s)
thereto, including, without limitation, financial statements and schedules, all documents incorporated therein by reference, if requested
by the Investor, and all exhibits and (iii) upon the effectiveness of each Registration Statement, one (1) electronic copy of
the Prospectus included in such Registration Statement and all amendments and supplements thereto; provided, however, the
Company shall not be required to furnish any document to the extent such document is available on EDGAR).



 






    - 20 -


     


    

 


		(d)	Amendments and Other Filings. The Company shall use commercially reasonable efforts to (i) prepare
and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration Statement and the related
prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under
the Securities Act, as may be necessary to keep such Registration Statement effective at all times during the Commitment Period, and prepare
and file with the SEC such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable
Securities; (ii) cause the related prospectus to be amended or supplemented by any required prospectus supplement (subject to the terms
of this Agreement), and as so supplemented or amended to be filed pursuant to Rule 424 promulgated under the Securities Act; (iii) provide
the Investor copies of all correspondence from and to the SEC relating to a Registration Statement (provided that the Company may
redact any information contained therein which would constitute material non-public information, and (iv) comply with the provisions of
the Securities Act with respect to the disposition of all Common Shares covered by such Registration Statement until such time as all
of such Common Shares shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof
as set forth in such Registration Statement. In the case of amendments and supplements to a Registration Statement which are required
to be filed pursuant to this Agreement (including pursuant to this Section 6.01(d) by reason of the Company’s filing a report on
Form 10-K, Form 10-Q, or Form 8-K or any analogous report under the Exchange Act provided that such report is not automatically
incorporated by reference into the applicable Registration Statement), the Company shall use commercially reasonable efforts to file such
report in a prospectus supplement filed pursuant to Rule 424 promulgated under the Securities Act to incorporate such filing into the
Registration Statement, if applicable, or shall file such amendments or supplements with the SEC either on the day on which the Exchange
Act report is filed which created the requirement for the Company to amend or supplement the Registration Statement, if feasible, or otherwise
promptly thereafter.



 


		(e)	Blue-Sky. The Company shall use its commercially reasonable efforts to, if required by Applicable
Laws, (i) register and qualify the Common Shares covered by a Registration Statement under such other securities or “blue sky”
laws of such jurisdictions in the United States as the Investor reasonably requests, (ii) prepare and file in those jurisdictions,
such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to
maintain the effectiveness thereof during the Commitment Period, (iii) take such other actions as may be necessary to maintain such registrations
and qualifications in effect at all times during the Commitment Period, and (iv) take all other actions reasonably necessary or advisable
to qualify the Common Shares for sale in such jurisdictions; provided, however, that the Company shall not be required in
connection therewith or as a condition thereto to (w) make any change to its Certificate of Incorporation or Bylaws or any other organizational
documents of the Company or any of its Subsidiaries, (x) qualify to do business in any jurisdiction where it would not otherwise be required
to qualify but for this Section 6.01, (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to
service of process in any such jurisdiction. The Company shall promptly notify the Investor of the receipt by the Company of any notification
with respect to the suspension of the registration or qualification of any of the Common Shares for sale under the securities or “blue
sky” laws of any jurisdiction in the United States or its receipt of actual written notice of the initiation or threat of any proceeding
for such purpose.



 






    - 21 -


     


    

 


Section 6.02 Suspension
of Registration Statement.


 


		(a)	Establishment of a Black Out Period. During the Commitment Period, the Company from time to time
may suspend the use of the Registration Statement by written notice to the Investor in the event that the Company determines in its sole
discretion in good faith that such suspension is necessary to (A) delay the disclosure of material nonpublic information concerning the
Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company or
(B) amend or supplement the Registration Statement or Prospectus so that such Registration Statement or Prospectus shall not include an
untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading (a “Black Out Period”).



 


		(b)	No Sales by Investor During the Black Out Period. During such Black Out Period, the Investor agrees
not to sell any Common Shares of the Company pursuant to such Registration Statement, but may sell shares pursuant to an exemption from
registration, if available, subject to the Investor’s compliance with Applicable Laws.



 


		(c)	Limitations on the Black Out Period. The Company shall not impose any Black Out Period that is
longer than 60 consecutive days (or 90 days in any calendar year) or in a manner that is more restrictive (including, without limitation,
as to duration) than the comparable restrictions that the Company may impose on transfers of the Company’s equity securities by
its directors and senior executive officers. In addition, the Company shall not deliver any Advance Notice during any Black Out Period.
If the public announcement of such material, nonpublic information is made during a Black Out Period, the Black Out Period shall terminate
immediately after such announcement, and the Company shall immediately notify the Investor of the termination of the Black Out Period.



 


Section 6.03 Listing of
Common Shares. As of each Advance Date, the Shares to be sold by the Company from time to time hereunder will have been registered
under Section 12(b) of the Exchange Act and approved for listing on the Principal Market, subject to official notice of issuance.


 


Section 6.04 Opinion of
Counsel. Prior to the date of the delivery by the Company of the first Advance Notice, the Investor shall have received an opinion
letter from counsel to the Company in form and substance reasonably satisfactory to the Investor.


 


Section 6.05 Exchange
Act Registration. The Company will use commercially reasonable efforts to file in a timely manner all reports and other documents
required of it as a reporting company under the Exchange Act and will not take any action or file any document (whether or not permitted
by Exchange Act or the rules thereunder) to terminate or suspend its reporting and filing obligations under the Exchange Act.


 


Section 6.06 Transfer
Agent Instructions. For any time while there is a Registration Statement in effect for this transaction, the Company shall (if required
by the transfer agent for the Common Shares) cause legal counsel for the Company to deliver to the transfer agent for the Common Shares
(with a copy to the Investor) instructions to issue Common Shares to the Investor free of restrictive legends upon each Advance if the
delivery of such instructions are consistent with Applicable Law.


 






    - 22 -


     


    

 


Section 6.07 Corporate
Existence. The Company will use commercially reasonable efforts to preserve and continue the corporate existence of the Company during
the Commitment Period.


 


Section 6.08 Notice of
Certain Events Affecting Registration; Suspension of Right to Make an Advance. The Company will promptly notify the Investor, and
confirm in writing, upon its becoming aware of the occurrence of any of the following events in respect of a Registration Statement or
related Prospectus (in each of which cases the information provided to Investor will be kept strictly confidential): (i) except for requests
made in connection with SEC investigations disclosed in the SEC Documents, receipt of any request for additional information by the SEC
or any other Federal or state governmental authority during the period of effectiveness of the Registration Statement or any request for
amendments or supplements to the Registration Statement or related Prospectus; (ii) the issuance by the SEC or any other Federal governmental
authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose;
(iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common
Shares for sale in any jurisdiction or the initiation or written threat of any proceeding for such purpose; (iv) the happening of any
event that makes any statement made in the Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated
therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement, related
Prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that
in the case of the related Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made,
not misleading, or of the necessity to amend the Registration Statement or supplement a related Prospectus to comply with the Securities
Act or any other law (and the Company will promptly make available to the Investor any such supplement or amendment to the related Prospectus);
(v) the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be required under
Applicable Law; (vi) the Common Shares shall cease to be authorized for listing on the Principal Market; or (vii) the Company fails to
file in a timely manner all reports and other documents required of it as a reporting company under the Exchange Act. The Company shall
not deliver to the Investor any Advance Notice, and the Company shall not sell any Shares pursuant to any pending Advance Notice (other
than as required pursuant to Section 2.02(d)), during the continuation of any of the foregoing events (each of the events described in
the immediately preceding clauses (i) through (vii), inclusive, a “Material Outside Event”).


 


Section 6.09 Consolidation.
If an Advance Notice has been delivered to the Investor and the Company shall effect any consolidation of the Company with or into, or
a transfer of all or substantially all the assets of the Company to another entity before the transaction contemplated in such Advance
Notice has been closed in accordance with Section 2.02 hereof, the parties agree that the pending Advance shall be deemed to have been
withdrawn by the Company and no party shall have any obligation with respect to such withdrawn Advance, except that the Company shall
issue to the Investor any Common Shares that may have been sold by the Investor during the period beginning upon the delivery of such
Advance Notice and ending upon such withdrawal at a Purchase Price equal to the 97% of the lowest VWAP during such period.


 


Section 6.10 Issuance
of the Company’s Common Shares. The issuance and sale of the Common Shares hereunder shall be made in accordance with the provisions
and requirements of Section 4(a)(2) of the Securities Act and any applicable state securities law.


 






    - 23 -


     


    

 


Section 6.11 Expenses.
The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay all expenses
incident to the performance of its obligations hereunder, including but not limited to (i) the preparation, printing and filing of the
Registration Statement and each amendment and supplement thereto, of each prospectus and of each amendment and supplement thereto; (ii)
the preparation, issuance and delivery of any Shares issued pursuant to this Agreement, (iii) all fees and disbursements of the Company’s
counsel, accountants and other advisors (but not, for the avoidance doubt, the fees and disbursements of Investor’s counsel, accountants
and other advisors), (iv) the qualification of the Shares under securities laws in accordance with the provisions of this Agreement, including
filing fees in connection therewith, (v) the printing and delivery of copies of any prospectus and any amendments or supplements thereto
reasonably requested by the Investor, (vi) the fees and expenses incurred in connection with the listing or qualification of the Shares
for trading on the Principal Market, or (vii) filing fees of the SEC and the Principal Market.


 


Section 6.12 Current Report.
The Company shall, not later than 9:00 a.m., New York City time, on the fourth business day after the date of this Agreement, file with
the SEC a Current Report on Form 8-K disclosing the execution of this Agreement by the Company and the Investor (including any
exhibits thereto, the “Current Report”). The Company shall provide the Investor and its legal counsel a reasonable
opportunity to comment on a draft of the Current Report prior to filing the Current Report with the SEC and shall give due consideration
to all such comments. From and after the filing of the Current Report, the Company shall have publicly disclosed all material, nonpublic
information delivered to the Investor (or the Investor’s representatives or agents) by the Company or any of its Subsidiaries, or
any of their respective officers, directors, employees, agents or representatives (if any) in connection with the transactions contemplated
by the Transaction Documents. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their
respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding
the Company or any of its Subsidiaries without the express prior written consent of the Investor (which may be granted or withheld in
the Investor’s sole discretion); it being understood that the mere notification of Investor required pursuant to Section 6.08(iv)
hereof shall not in and of itself be deemed to be material non-public information. Notwithstanding anything contained in this Agreement
to the contrary, the Company expressly agrees that it shall publicly disclose in the Current Report any information communicated to the
Investor by or, to the knowledge of the Company, on behalf of the Company in connection with the transactions contemplated herein, which,
following the date hereof would, if not so disclosed, constitute material, non-public information regarding the Company or its Subsidiaries.
The Company understands and confirms that the Investor will rely on the foregoing representations in effecting resales of Shares in accordance
with this Agreement.


 


Section 6.13 Advance Notice
Limitation. The Company shall not deliver an Advance Notice if a corporate action date, or the record date for any corporate action,
would fall during the period beginning one Trading Day prior to the date of delivery of such Advance Notice and ending one Trading Day
following the Closing of such Advance.


 


Section 6.14 Use of Proceeds.
The proceeds from the sale of the Shares by the Company to Investor shall be used by the Company in the manner as will be set forth in
the Prospectus included in any Registration Statement (and any post-effective amendment thereto) and any Prospectus Supplement thereto
filed pursuant to this Agreement.


 


Section 6.15 Market Activities.
Neither the Company, nor any Subsidiary, nor any of their respective officers, directors or controlling persons will, directly or indirectly,
(i) take any action designed to cause or result in, or that constitutes or might reasonably be expected to constitute or result,
in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of Common Shares or
(ii) sell, bid for, or purchase Common Shares in violation of Regulation M, or pay anyone any compensation for soliciting purchases
of the Shares.


 






    - 24 -


     


    

 


Section 6.16 Trading Information.
Upon the Company’s request, the Investor agrees to provide the Company with trading reports setting forth the number and average
sales prices of shares of Common Stock sold by the Investor during the prior trading week.


 


Section 6.17 Selling Restrictions.
Except as expressly set forth below, the Investor covenants that from and after the date hereof through and including the Trading Day
next following the expiration or termination of this Agreement as provided in Section 10.01 (the “Restricted Period”),
none of the Investor any of its officers, or any entity managed or controlled by the Investor (collectively, the “Restricted
Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall, directly or indirectly,
(i) engage in any “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Shares
or (ii) engage in any hedging transaction, which establishes a net short position with respect to the Common Shares, with respect to each
of clauses (i) and (ii) hereof, either for its own principal account or for the principal account of any other Restricted Person. Notwithstanding
the foregoing, it is expressly understood and agreed that nothing contained herein shall (without implication that the contrary would
otherwise be true) prohibit any Restricted Person during the Restricted Period from: (1) selling “long” (as defined under
Rule 200 promulgated under Regulation SHO) the Shares; or (2) selling a number of Common Shares equal to the number of Advance Shares
that such Restricted Person is unconditionally obligated to purchase under a pending Advance Notice but has not yet received from the
Company or the transfer agent pursuant to this Agreement.


 


Section 6.18 Assignment.
Neither this Agreement nor any rights or obligations of the parties hereto may be assigned to any other Person.


 


Article VII.

Conditions for Delivery of Advance Notice


 


Section 7.01 Conditions
Precedent to the Right of the Company to Deliver an Advance Notice. The right of the Company to deliver an Advance Notice and the
obligations of the Investor hereunder with respect to an Advance are subject to the satisfaction or waiver, on each Advance Notice Date
(a “Condition Satisfaction Date”), of each of the following conditions:


 


		(a)	Accuracy of the Company’s Representations and Warranties. The representations and warranties
of the Company in (i) Section 4.01, Section 4.02, Section 4.03 and Section 4.25 of this Agreement (in each case, disregarding all “materiality”
and “Material Adverse Effect” qualifiers set forth therein) shall be so true and correct in all material respects; provided
that such representations and warranties that are made as of another date, such representations and warranties shall be true and correct
in all material respects as of such other date; and (ii) all the other representations and warranties of the Company in in this Agreement
(in each case, disregarding all “materiality” and “Material Adverse Effect” qualifiers set forth therein) shall
be true and correct in all respects, except (i) to the extent that the failure of such representations and warranties to be so true and
correct does not constitute a Material Adverse Effect and (ii) for such representations and warranties that are made as of another date,
such representations and warranties shall be true and correct in all respects as of such other date except to the extent that the failure
of such representations and warranties to be so true and correct as of such other date does not constitute a Material Adverse Effect.



 






    - 25 -


     


    

 


		(b)	Registration of the Common Shares with the SEC. There is an effective Registration Statement pursuant
to which the Investor is permitted to utilize the prospectus thereunder to resell all of the Common Shares issuable pursuant to such Advance
Notice. The Company shall have filed with the SEC all reports, notices and other documents required under the Exchange Act and applicable
SEC regulations during the twelve-month period immediately preceding the applicable Condition Satisfaction Date.



 


		(c)	Authority. The Company shall have obtained all permits and qualifications required by any applicable
state for the offer and sale of all the Common Shares issuable pursuant to such Advance Notice, or shall have the availability of exemptions
therefrom. The sale and issuance of such Common Shares shall be legally permitted by all laws and regulations to which the Company is
subject.



 


		(d)	No Material Outside Event. No Material Outside Event shall have occurred and be continuing.



 


		(e)	Performance by the Company. The Company shall have performed, satisfied and complied in all material
respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company
at or prior the applicable Condition Satisfaction Date.



 


		(f)	No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall
have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits any
of the transactions contemplated by this Agreement.



 


		(g)	No Suspension of Trading in or Delisting of Common Shares. The Common Shares are quoted for trading
on the Principal Market and all of the Shares issuable pursuant to such Advance Notice will be listed or quoted for trading on the Principal
Market. The issuance of Common Shares with respect to the applicable Advance Notice will not violate the shareholder approval requirements
of the Principal Market.



 


		(h)	Authorized. There shall be a sufficient number of authorized but unissued and otherwise unreserved
Common Shares for the issuance of all of the Shares issuable pursuant to such Advance Notice.



 


		(i)	Executed Advance Notice. The representations contained in the applicable Advance Notice shall be
true and correct in all material respects as of the applicable Condition Satisfaction Date.



 


		(j)	Consecutive Advance Notices. Except with respect to the first Advance Notice, the Company shall
have delivered all Shares relating to all prior Advances.



 






    - 26 -


     


    

 


Article VIII.

Non Exclusive Agreement


 


Notwithstanding anything contained
herein, this Agreement and the rights awarded to the Investor hereunder are non-exclusive, and the Company may, at any time throughout
the term of this Agreement and thereafter, issue and allot, or undertake to issue and allot, any shares and/or securities and/or convertible
notes, bonds, debentures, options to acquire shares or other securities and/or other facilities which may be converted into or replaced
by Common Shares or other securities of the Company, and to extend, renew and/or recycle any bonds and/or debentures, and/or grant any
rights with respect to its existing and/or future share capital.


 


Article IX.

Choice of Law/Jurisdiction


 


This Agreement shall be governed
by and interpreted in accordance with the laws of the State of New York without regard to the principles of conflict of laws. The parties
further agree that any action between them shall be heard in New York County, New York, and expressly consent to the jurisdiction and
venue of the Supreme Court of New York, sitting in New York County, New York and the United States District Court of the Southern District
of New York, sitting in New York, New York, for the adjudication of any civil action asserted pursuant to this Agreement.


 


Article X. Termination


 


Section 10.01 Termination.


 


		(a)	Unless earlier terminated as provided hereunder, this Agreement shall terminate automatically on the earliest
of (i) the first day of the month next following the 36-month anniversary of the date hereof or (ii) the date on which the Investor
shall have made payment of Advances pursuant to this Agreement for Common Shares equal to the Commitment Amount (as increased by any Commitment
Increase).



 


		(b)	The Company may terminate this Agreement effective upon five Trading Days’ prior written notice
to the Investor; provided that (i) there are no outstanding Advance Notices, the Common Shares under which have yet to be issued,
and (ii) the Company has paid all amounts owed to the Investor pursuant to this Agreement. This Agreement may be terminated at any time
by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such
written consent.



 


		(c)	Nothing in this Section 10.01 shall be deemed to release the Company or the Investor from any liability
for any breach under this Agreement, or to impair the rights of the Company and the Investor to compel specific performance by the other
party of its obligations under this Agreement. The indemnification provisions contained in Article V shall survive termination hereunder.



 






    - 27 -


     


    

 


Article XI. Notices


 


Other than with respect to
Advance Notices, which must be in writing and will be deemed delivered on the day set forth in Section 2.01(b), any notices, consents,
waivers, or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed
to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by e-mail if sent on a Trading Day, or,
if not sent on a Trading Day, on the immediately following Trading Day; (iii) 5 days after being sent by U.S. certified mail, return receipt
requested, (iv) 1 day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party
to receive the same. The addresses for such communications (except for Advance Notices which shall be delivered in accordance with Exhibit
A hereof) shall be:


 


	
    If to the Company, to:
	
    Faraday Future Intelligent Electric Inc.

    18455 S. Figueroa Street

    Gardena, CA

	 	Attention:
	 	
    Telephone:

    Email:

	
     

    

    
	 
	With a copy to (which shall not 

constitute notice or delivery of process) to:	
    Sidley Austin LLP

    555 California Street, Suite 2000

    San Francisco, CA 94104

	 	Attention:	Vijay S. Sekhon, Esq.
	 	Email:	vsekhon@sidley.com
	 	
     

     

	If to the Investor(s):	YA II PN, Ltd.
	 	1012 Springfield Avenue
	 	Mountainside, NJ 07092
	 	Attention:	Mark Angelo
	 	 	Portfolio Manager
	 	Telephone:	(201) 985-8300
	 	
    Email:
	mangelo@yorkvilleadvisors.com

	 	 
	
    With a Copy (which shall not

    constitute notice or delivery of process) to:
	
    David Fine, Esq.

    1012 Springfield Avenue

    Mountainside, NJ 07092

	 	Telephone:	(201) 985-8300
	 	Email:	legal@yorkvilleadvisors.com



 

or at such other address and/or e-mail and/or
to the attention of such other person as the recipient party has specified by written notice given to each other party three Business
Days prior to the effectiveness of such change by means provided in this Article XI.


 






    - 28 -


     


    

 


Article XII. Miscellaneous


 


Section 12.01 Counterparts.
This Agreement may be executed in identical counterparts, both which shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each party and delivered to the other party. Facsimile or other electronically scanned and delivered
signatures (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the
Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com), including by e-mail attachment, shall be
deemed to have been duly and validly delivered and be valid and effective for all purposes of this Agreement.


 


Section 12.02 Entire Agreement;
Amendments. This Agreement supersedes all other prior oral or written agreements between the Investor, the Company, their respective
affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement contains the entire understanding
of the parties with respect to the matters covered herein and, except as specifically set forth herein, neither the Company nor the Investor
makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived
or amended other than by an instrument in writing signed by the parties to this Agreement.


 


Section 12.03 Reporting
Entity for the Common Shares. The reporting entity relied upon for the determination of the trading price or trading volume of the
Common Shares on any given Trading Day for the purposes of this Agreement shall be Bloomberg, L.P. or any successor thereto. The written
mutual consent of the Investor and the Company shall be required to employ any other reporting entity.


 


Section 12.04 Commitment
and Structuring Fee. Each of the parties shall pay its own fees and expenses (including the fees of any attorneys, accountants,
appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby, except that the
Company shall pay to YA Global II SPV, LLC, a subsidiary of the Investor, a structuring fee in the amount of $10,000 which shall be paid
on the on the date hereof. The Company shall issue to the Investor 789,016 Common Shares (the “Commitment Shares”)
as a commitment fee, and if the Company exercises its election to increase the Commitment Amount by any Commitment Increase, the Company
will issue to the Investor, within 5 days the date of delivery by the Company of written notice of such Commitment Increase, an aggregate
number of Common Shares determined by dividing (a) 0.25% of the amount of such Commitment Increase, by (b) the average of the daily VWAPs
for the 5 Trading Days prior to the date of delivery by the Company of written notice of such Commitment Increase.


 


Section 12.05 Brokerage.
Each of the parties hereto represents that it has had no dealings in connection with this transaction with any finder or broker who will
demand payment of any fee or commission from the other party. The Company on the one hand, and the Investor, on the other hand, agree
to indemnify the other against and hold the other harmless from any and all liabilities to any person claiming brokerage commissions or
finder’s fees on account of services purported to have been rendered on behalf of the indemnifying party in connection with this
Agreement or the transactions contemplated hereby.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 




    - 29 -


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Standby Equity Purchase Agreement to be executed by the undersigned, thereunto duly authorized, as
of the date first set forth above.


 


	
     
	COMPANY:
	 	Faraday Future Intelligent Electric Inc.
	 	 
	 	By:	/s/ Carsten Breitfeld
	 	Name:	Carsten Breitfeld
	 	Title:	Chief Executive Officer
	 	 
	 	INVESTOR:
	 	YA II PN, Ltd.
	 	 
	 	By:	Yorkville Advisors Global, LP
	 	Its:	Investment Manager
	 	 	 
	 	By:	Yorkville Advisors Global II, LLC
	 	Its:	General Partner
	 	 	 
	 	By:	/s/ Matt Beckman
	 	Name: 	Matt Beckman
	 	Title:	Member


 




    - 30 -


     


    

 


EXHIBIT A

ADVANCE NOTICE


 


FARADAY FUTURE INTELLIGENT ELECTRIC INC.


 


Dated: ______________  Advance Notice Number:
____


 


The
undersigned, _______________________, hereby certifies, with respect to the sale of Common Shares of
FARADAY FUTURE INTELLIGENT ELECTRIC INC. (the “Company”) issuable in connection with this Advance Notice, delivered
pursuant to that certain Standby Equity Purchase Agreement, dated as of November 11, 2022 (the “Agreement”), as follows
(with capitalized terms used herein without definition having the same meanings as given to them in the Agreement): 


 


1. The
undersigned is the duly elected ______________ of the Company.


 


2. There
are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post-effective
amendment to the Registration Statement.


 


3.  The
Company has performed in all material respects all covenants and agreements to be performed by the Company contained in the Agreement
on or prior to the Advance Notice Date. All conditions to the delivery of this Advance Notice are satisfied as of the date hereof.


 


4. The
number of Advance Shares the Company is requesting is _____________________.


 


5. The Minimum
Acceptable Price with respect to this Advance Notice is _________ (if left blank then no Minimum Acceptable Price will be applicable
to this Advance).


 


6. The
number of Common Shares of the Company outstanding as of the date hereof is ___________.


 


The undersigned has executed
this Advance Notice as of the date first set forth above.


 





	 	FARADAY FUTURE INTELLIGENT ELECTRIC INC.
	 	 	                  
	 	By:	 


 





Please deliver this Advance Notice by email to:


Email: Trading@yorkvilleadvisors.com


Attention: Trading Department
and Compliance Officer


Confirmation Telephone Number:
(201) 985-8300.

 




     


     


    

 


EXHIBIT B


FORM OF SETTLEMENT DOCUMENT


VIA EMAIL


 


FARADAY FUTURE INTELLIGENT ELECTRIC INC.


Attn: 


Email:


 


	
     

     
	Below please find the settlement information with respect to the Advance Notice Date of:	 
	1.	Number of Common Shares requested in the Advance Notice	 
	2.	Minimum
    Acceptable Price specified in the Advance Notice, if applicable	 
	3.	Adjusted
    amount (after taking into account any adjustments pursuant to Section 2.01(c) and (d)) or Adjusted Advance Amount, as applicable:	 
	4.	Additional Shares, if applicable	 
	5.	Market Price	 
	6.	Purchase Price (Market Price x 97%) per share	 
	7.	Total Amount to be paid to Company	 


 


Please issue the number of
Advance Shares due to the Investor to the account of the Investor as follows:


 


Investor’s
DTC participant #:


 


ACCOUNT NAME:


ACCOUNT NUMBER:


ADDRESS:


CITY:


COUNTRY:


Contact person:


Number and/or email:



 


	 	Sincerely,
	 	 
	 	YA II PN, LTD.




 


Agreed and approved By FARADAY FUTURE INTELLIGENT ELECTRIC INC.:


 


	 	 	 
	Name: 	 	 
	Title: