Exhibit
10.31


 


Execution
Version


 


Pursuant
to Item 601(b)(10)(iv) of Regulation S-K, this exhibit
omits certain information, identified by [***], that is not material and that the registrant treats as private or confidential.


 


CONTRACT
MANUFACTURING AND SUPPLY AGREEMENT


 


by
and between


 


FARADAY&FUTURE
INC.


 


and


 


MYOUNG
SHIN CO., LTD.


 


Dated:
FEBRUARY 4, 2022


 




      






     


    

 


TABLE
OF CONTENTS


 


	 	 	Page
	1.	DEFINITIONS; INTERPRETATION	1
	 	 	 
	2.	NATURE AND SCOPE OF COLLABORATION	12
	 	 	 
	3.	COMMITTEES	12
	 	 	 
	4.	BASIC SPECIFICATIONS AND VARIATIONS	13
	 	 	 
	5.	PRODUCTION PLAN; FORECAST
    AND ORDER PROCESS	13
	 	 	 
	6.	HOMOLOGATIONS; MANUFACTURING
    AND ASSEMBLY OF PRODUCTS	21
	 	 	 
	7.	SHIPMENT AND DELIVERY OF FF81
    PRODUCTS	34
	 	 	 
	8.	PRICE; PAYMENT TERMS	37
	 	 	 
	9.	SUPPLY, PROCUREMENT AND SOURCING
    OF PARTS	41
	 	 	 
	10.	REPRESENTATIONS; WARRANTIES;
    COVENANTS; PRODUCT WARRANTY	45
	 	 	 
	11.	IMPROVEMENTS	49
	 	 	 
	12.	FF SALE AND DISTRIBUTION OF
    FF81 PRODUCTS	50
	 	 	 
	13.	CATASTROPHIC DEFECTS; PRODUCT
    RECALLS	51
	 	 	 
	14.	TECHNICAL ASSISTANCE; ADDITIONAL
    SERVICES	52
	 	 	 
	15.	INTELLECTUAL PROPERTY RIGHTS	53
	 	 	 
	16.	TERM; TERMINATION	57
	 	 	 
	17.	INDEMNIFICATIONS	59
	 	 	 
	18.	CONFIDENTIALITY; NON-DISCLOSURE	61
	 	 	 
	19.	FORCE MAJEURE; EXCUSABLE DELAY	63
	 	 	 
	20.	COMPLIANCE OBLIGATIONS; DATA
    AND INFORMATION	64
	 	 	 
	21.	MISCELLANEOUS	68


 




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List
of Annexes and Schedules


 


Annexes


 


	Annex
Number
	 	Description	 	Cross-References
	Annex 1	 	Technical Vehicle Documentation	 	Definition of Technical Vehicle
    Documentation; a); 4.1(c)
	Annex 1.1	 	Bill of Material	 	 
	Annex 1.3	 	Vehicle Specification	 	 
	Annex 2	 	Master Timetable	 	4.1(a); 5.1(a) (definition
    of Master Timetable)
	Annex 2.1	 	Timing Plan (Project Plan)	 	 
	Annex 2.2	 	[Reserved]	 	 
	Annex 2.3	 	Build Phase Planning	 	 
	Annex 3	 	Quality Targets	 	Definition of Quality Targets;
    4.1(a)
	Annex 4	 	Selection Process for Suppliers	 	 
	Annex 4.1	 	Supplier Site Assessment	 	 
	Annex 4.2	 	Capacity Analysis Form	 	 
	Annex 5	 	Prototypes (PT) and Pre-Series
    Vehicles	 	6.3(a), (b), (c) and (f)
	Annex 5.2	 	PT – Quality –
    Requirements	 	 
	Annex 5.3	 	Camouflage of Prototypes	 	 
	Annex 5.4	 	QAF for Pre-Series Vehicles	 	 
	Annex 5.5	 	Pre-Series Vehicle Accompanying
    Book	 	 
	Annex 5.6	 	Vehicle Usage Booklet	 	 
	Annex 6	 	Interface Agreement	 	4.1(f)
	Annex 7	 	Product Specific Investment
    (PSI)	 	Definition of PSI; 6.7
	Annex 13	 	Production Starting Curve	 	5.1(d)
	Annex 15	 	Faraday IPTC and Logistics
    Requirements	 	9.2(c)
	Annex 15.1	 	IPC (International
    Purchasing Terms and Conditions)	 	 
	Annex 15.2	 	Logistics Requirements	 	 
	Annex 17	 	Packaging/Preservation Form
    and Outbound Logistics Process	 	7.1(e)
	Annex 19	 	Quality Management Procedures,
    Standards and Policies	 	Definition of Quality Management
    Procedures; 6.2(a); 6.11(a)(i); 10.7
	Annex 19.1	 	Audit	 	 
	Annex 19.2	 	COP (Conformity of Production)	 	Definition of CoP
	Annex 19.3	 	Surface Quality Rating	 	 
	Annex 19.4	 	Problem Management Process	 	 
	Annex 19.5	 	QM – Process –
    Requirements	 	 
	Annex 20	 	Faraday Communication Guidelines	 	21.15
	Annex 21	 	Composition and Responsibilities
    of Committees	 	Definition of CB Members and
    Cooperation Board; 3.1; 5.3(a); 5.4(a); 21.4(b)
	Annex 21.1	 	Project Escalation Guidelines	 	 
	Annex 21.2	 	Project Organization –
    Faraday - MS	 	 
	Annex 22	 	[Reserved]	 	 
	Annex 23	 	[Reserved]	 	 
	Annex 24	 	[Reserved]	 	 



 






    -ii-







     


    

 


	Annex 25	 	[Reserved]	 	 
	Annex 26	 	Risk Management Requirements	 	6.7(b)
	Annex 27	 	Project Status and Evaluation	 	 
	Annex 27.1	 	Project Gateway Assessment	 	 
	Annex 27.2	 	Traffic Light Definition	 	 
	Annex 28	 	Change Management Process
    and Requirements	 	Definition of Change Management
    Process; 4.1(a); 14.3
	Annex 29	 	Specifications/Process Instructions	 	6.11(a)(i)
	Annex 30	 	[Reserved]	 	 
	Annex 31	 	Planned Production Volumes	 	4.1(a); 5.10(a); 8.1(g)
	Annex 32	 	Quotation Analysis Form (QAF)	 	Definition of QAF; 5.2(b);
    5.2(c); 6.7(b); 6.7(c)(ii)(A); 8.1(a); 8.1(c); 8.1(d)(i)
	Annex 33	 	Additional Service Cost	 	12.1(b); 14.3
	Annex 34	 	FF Production Standards	 	6.7(b)(ii); 6.7(c)(iii)
	Annex 35	 	Sales Market and Launch Dates	 	12.2
	Annex 35.1	 	Market Overview	 	 
	Annex 35.2	 	Launch Overview	 	 
	Annex 36	 	Homologation Process and Requirements	 	Definition of Homologation
    Requirements
	Annex 37	 	Production Technical Handover	 	 
	Annex 38	 	[Reserved]	 	 
	Annex 39	 	Release Process	 	 
	Annex 39.1	 	Release Process/Tools	 	 
	Annex 40	 	Service Parts Requirements	 	 
	Annex 41	 	IT Services and Requirements	 	69(a)
	Annex 42	 	[Reserved]	 	 
	Annex 43	 	[Reserved]	 	 
	Annex 44	 	[Reserved]	 	 
	Annex 45	 	Product Specific Investment
    (PSI) Ledger Form	 	Definition of PSI Ledger;
    6.7(c)(v); 6.7(d)
	Annex 46	 	Contract – LOP	 	 


 


Schedules


 


	Schedule Number	 	Description	 	Cross-References
	Schedule 5.2	 	SOP; Initial Target Annual
    Production; Initial Forecast; Initial Prices	 	5.2; 6.1(a); 8.1(b); 8.1(j)
	Schedule 5.5(b)	 	Forecast and FF Order Schedule	 	5.5(b); 5.6(a); 5.6 (c); 5.9(b)
	Schedule 5.6(a)	 	Form of Product Purchase Order	 	5.6(a); 5.6(b); 5.11(a)
	Schedule 6.6(b)	 	MS Form of Certificate of
    Insurance	 	6.6(b)
	Schedule 9.3(a)	 	FF Supplied Parts Order Schedule	 	9.3(a)
	Schedule 9.3(b)	 	Form of FF Supplied Parts
    Purchase Order	 	9.3(b); 9.9(a)





 






    -iii-







     


    

 


CONTRACT
MANUFACTURING AND SUPPLY AGREEMENT


 


THIS
CONTRACT MANUFACTURING AND SUPPLY AGREEMENT (including all schedules and annexes hereto, collectively, the “Agreement”)
is effective as of the Effective Date (defined below) by and between FARADAY&FUTURE INC.,
a corporation organized and existing under the laws of the State of California, U.S.A., with offices located at 18455 S. Figueroa
Street, Gardena, CA 90248, U.S.A. (“FF”), and MYOUNG SHIN CO., LTD.,
a corporation organized and existing under the laws of Republic of Korea with offices located at 34 Jayu-ro, Gunsan-si, Jeonllabuk-do,
Republic of Korea (“MS”).


 


RECITALS


 


WHEREAS,
FF is engaged in the business of the design, development, manufacturing and selling of premium electric vehicles products under its brand
name Faraday Future, including the FF81 Products which have been designed and developed by FF and with respect to which FF owns exclusively
all related intellectual property, manufacturing and distribution rights;


 


WHEREAS,
MS is a global manufacturer of automotive parts and is committed to the design, development, manufacturing and selling of electric
vehicles and other related products, including parts and components;


 


WHEREAS,
MS owns and operates a large automotive vehicle manufacturing facility located at its Gunsan Plant, which currently has excess manufacturing
capacity; and


 


WHEREAS,
FF and MS each desire that MS manufacture the FF81 Products for FF and sell and supply such FF81 Products to FF, and that FF supply
certain FF Supplied Parts to MS in connection therewith, in each case on the terms and conditions set forth in this Agreement.


 


AGREEMENT


 


In
consideration of the foregoing and other good and valuable consideration, the sufficiency of which is hereby acknowledged, and intending
to be legally bound, the Parties agree as follows:


 


		1.	DEFINITIONS;
INTERPRETATION



 


		1.1.	Definitions.
                                            Capitalized terms used in this Agreement have the following meanings:



 


“Actual
Fill Rate” means the proportion of the total number of FF81 Products delivered by MS for a given month to the total number
of the FF81 Products under the Product Purchase Order for such month.


 


“Actual
Parts Fill Rate” means the proportion of the total number of FF Supplied Parts delivered by FF for a given month to the total
number of the FF Supplied Parts under the Parts Purchase Order for such month.


 


“Actual
Volume” is defined in Section 8.1(g).


 


“Affiliate”
means in respect to a Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled
by, or is under common Control with, such Person.


 


“Agreement”
is defined in the Preamble.


 


“Annual
Production Meeting” is defined in Section 5.4.


 


“Applicable
Law” or “Law” means any applicable statute, law, regulation, ordinance, order, decree or the like having
the force of law promulgated by any Governmental Authority, including the TREAD Act, the National Traffic And Motor Vehicle Safety Act
and all other applicable federal U.S. motor vehicle safety standards and other regulations issued by NHTSA or European Union Directive
2000/53/EC.


 


“Approval”
is defined in Section 6.5.


 






    Page 1






     


    

 


“Approved
MS Plants” is defined in Section 6.4(b).


 


“Authorized
Purchasers” is defined in Section 10.3(g).


 


“Background
IPR” means, in respect to a Party, all Intellectual Property Rights that are (a) owned or controlled (whether by ownership
or license) by such Party as of the Effective Date, or (b) acquired, licensed, created or developed by such Party outside the scope of
the FF81 Collaboration during the Term, and, in the case of either clause (a) or (b), is necessary or useful for either Party to perform
its obligations under this Agreement.


 


“Basic
Specifications” is defined in Section 4.1(a).


 


“Business
Day” means any day that is not a Saturday, Sunday or any other day on which banks are required or authorized by Law to be closed
in Los Angeles, California; or Seoul, Republic of Korea.


 


“Catastrophic
Defect” is defined in Section 13.1.


 


“CB
Member(s)” is defined in Annex 21.


 


“Change(s)”
means a modification of, deviation from, addition to or any other change to this Agreement.


 


“Change
Management Process” means the process of approving Changes as further detailed in Annex 28.


 


“Change
of Control” means, in relation to a Party, (a) consummation of any transaction or a series of transactions, including a sale
of equity interests, a reorganization, merger or consolidation, or a public offering, that results in such Party being Controlled by
any Person other than the Person (if any) who Controlled such specified Party prior to consummation of any such transaction or a series
of transactions or (b) the sale or transfer of substantially all of its business or assets or a similar type of transaction.


 


“Committee”
is defined in Section 3.1.


 


“Confidential
Information” is defined in Section 18.1.


 


“Confirmation”
is defined in Section 5.8(a).


 


“Conformity
of Production” or “CoP” means MS providing all evidence necessary or reasonably requested by FF to confirm
MS’s prior manufacturing of, and future ability to manufacture, the FF81 Products and all systems, parts and technical units forming
a part thereof that exactly match the Basic Specification, including the approved type, as approved by the applicable Governmental Authorities,
in compliance with Applicable Law and in compliance with Annex 19.2.


 


“Conflict
Minerals” is defined in Section 20.1(e).


 


“Control”
means, in relation to a specified Person, (a) the ability to direct or cause the direction of management or policies of such specified
Person through ownership of voting securities, contract, or otherwise or (b) the direct or indirect holding beneficially of more than
50% of the total issued and outstanding shares of capital stock or equivalent of such specified Person. The term “Controlled”
and “Controlling” shall have the correlative meanings.


 


“Corrective
Measures” is defined in Section 13.2(b)(i).


 


“Corrected
Prototype” is defined in Section 6.3(f)(iv)(B).


 


“Cooperation
Board” is defined in Annex 21.


 


“Delayed
Delivery Period” is defined in Section 5.7(c)(ii)(B).


 






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“Delivery
Date” is defined in Section 7.1(a).


 


“Design
& Engineering Defect” means any defect resulting from any design (including Specifications) or engineering of the FF81
Products or the FF81 Parts. For clarity and avoidance of doubt, the term Design & Engineering Defect does not include any Manufacturing
Defect or any matter that is excluded pursuant to any Exclusion from FF Warranty.


 


“Deviation
Percentage” means, unless otherwise agreed by the Parties, with respect to any increase or decrease: (a) for the Initial Year,
[***] and (b) for each Subsequent Year (or portion thereof) during the Term, [***] each measured over the Deviation Percentage Measurement
Period.


 


“Deviation
Percentage Measurement Period” is defined in Section 5.5(b).


 


“Disclosing
Party” is defined in Section 18.1.


 


“Discontinuation”
is defined in Section 5.13(a).


 


“Dispute”
is defined in Section 21.4.


 


“Dodd-Frank”
is defined in Section 20.1(e).


 


“EDI”
means computer-to-computer electronic data interchange exchange of purchase orders or other documents in a mutually agreed electronic
format between the Parties.


 


“Effective
Date” is defined in Section 16.1(a).


 


“EOP”
means the end of production of the FF81 Products by MS as contemplated under this Agreement.


 


“Excess”
is defined in Section 8.1(g)(i).


 


“Excess
Demand” is defined in Section 6.12(b).


 


“Excess
Volume Credit” is defined in Section 8.1(g)(i).


 


“Exclusion
from FF Warranty” is defined in Section 10.2(e).


 


“Exclusion
from MS Warranty” is defined in Section 10.3(d)(i).


 


“Excusable
Delay” is defined in Section 19.2.


 


“Executive
Board” is defined in Section 21.4(b).


 


“FF81
Collaboration” is defined in Section 2.1.


 


“FF81
Collaboration Project” is defined in Section 2.1.


 


“FF81
Foreground IPR” means [***].


 


“FF81
Improvement” means [***].


 


“FF81
Model” means the battery electric vehicle (BEV) model currently being developed by FF as a mass production model known as the
“FF81” model and any subsequent model updates or replacements to such model incorporating any Improvements thereto as approved
by FF pursuant to Section 11.


 


“FF81
Parts” means the parts, components and raw materials required to be incorporated into the FF81 Product in connection with its
manufacture and assembly in accordance with the Basic Specification.


 


“FF81
Product” means each completed FF81 Model to be manufactured and assembled by MS pursuant to the terms of this Agreement.


 






    Page 3






     


    

 


“FF
Background IPR” means the Background IPR of FF, including Intellectual Property Rights in and to the FF81 Model, FF81 Product,
FF81 Parts and Basic Specifications.


 


“FF
Contract Supplier” is defined in Section 9.1(d).


 


“FF
Contract Supplier Agreement” is defined in Section 9.1(d).


 


“FF
Contract Supplier Claims” is defined in Section 9.1(d).


 


“FF
Contract Supplier Parts” is defined in Section 9.1(d).


 


“FF
Deviation” is defined in Section 5.7(a).


 


“FF
Excess” is defined in Section 9.8(c)(i).


 


“FF
Indemnitee” is defined in Section 17.1(a)(i).


 


“FF
Inspection Period” is defined in Section 7.6(a)(i).


 


“FF
Intellectual Property” is defined in Section 15.2(a)(i).


 


“FF
Invoice” is defined in Section 8.2(c).


 


“FF
Non-Conformity” is defined in Section 9.8(c).


 


“FF-NS
Joinder Agreement” is defined in Section 9.1(b).


 


“FF
Owned Foreground IPR” means [***].


 


“FF
Owned Improvement” is defined in Section 15.1(d).


 


“FF
Owned Other New Technology” is defined in Section 15.1(h).


 


“FF
Owned Process New Technology” is defined in Section 15.1(g).


 


“FF
Owned Tooling” means all FF Tooling with respect to which FF has paid MS in full.


 


“FF
Quality Standards” is defined in Section 6.11(a)


 


“FF
ROFO Notice” is defined in Section 6.12(b)(i).


 


“FF
Sales and Service Activities” is defined in Section 12.1(a).


 


“FF
Sales Territory” means any country or territory in the world in which the FF81 Products are to be sold or distributed by FF
to retail end-customers, directly by FF or any of its Affiliates or indirectly by a third party dealer, as determined from time to time
by FF in its sole discretion.


 


“FF
Shortage” is defined in Section 9.8(c)(i).


 


“FF
Submission Month” is defined in Section 5.5(b).


 


“FF
Supplied Part” (or “FF Supplied Parts”) means each of the FF81 Parts to be supplied by FF or a FF Contract
Supplier pursuant to the terms of this Agreement.


 


“FF
Technical Assistance” is defined in Section 14.1.


 


“FF
Third Party Products” is defined in Section 10.6(b).


 


“FF
Tooling” means all Tooling constituting PSI to be purchased by FF from MS.


 






    Page 4






     


    

 


“FF
Trademarks” means all trademarks owned by FF.


 


“FF
Volume Requirement” is defined in Section 5.5(b).


 


“FF
Warranty” is defined in Section 10.2(b).


 


“FF
Warranty Period” is defined in Section 10.2(f).


 


“FF’s
Position” is defined in Section 20.1(g)(ii).


 


“Fill
Rate Discount” is defined in Section 7.1(b).


 


“Fixed
Costs” means:


 


[***]


 


“Force
Majeure Event” is defined in Section 19.1.


 


“Foreground
IPR” means all Intellectual Property Rights that are (a) made, invented, or developed, by either Party solely, or by the Parties
jointly, at any time during the Term as a result of such Party’s, or the Parties’, carrying out of the FF81 Collaboration
or any FF81 Collaboration Project and (b) not the Background IPR of either Party. [***]


 


“Freight
Charges” is defined in Section 8.1(j).


 


“Governmental
Authority” means any federal, state, county, provincial, city, local, municipal, foreign or other government or quasi-governmental
department, commission, board, bureau, agency, regulatory authority, instrumentality, or judicial or administrative body having jurisdiction
over a Party or the Parties.


 


“Gunsan
Plant” means the manufacturing facility owned and operated by MS and located at 34 Jayu-ro, Gunsan-si, Jeonllabuk-do, Republic
of Korea.


 


“Hazardous
Substances” is defined in Section 20.1(d).


 


“Homologation
Requirements” means, as set forth in Annex 36 and as used with an FF Sales Territory, all homologation regulations and
requirements of any Governmental Authority in such FF Sales Territory necessary for a Party to market, sell and distribute the FF81 Products
for use on the public highways and roads in such FF Sales Territory.


 


“ICC
Rules” is defined in Section 21.4(c).


 


“IMDS”
means the International Material Data System, as further set forth on www.mdsystem.com.


 


“Improvements”
means Foreground IPR that is a modification to, improvement on, enhancement on, upgrade to, or adaptation to, or derivative work of,
either Party’s Background IPR, made, invented, or developed by either Party without contribution from the other Party, or by the
Parties jointly, or by either Party jointly with a third party.


 


“INCOTERMS”
means INCOTERMS 2020, as published by the International Chamber of Commerce, and the references to specific shipping methods in this
Agreement shall have the meanings specified in such Incoterms.


 


“Indemnified
Party” is defined in Section 17.2(a).


 


“Indemnifying
Party” is defined in Section 17.2(a).


 


“Information”
means any ideas, concepts, data, know-how, discoveries, inventions, improvements, methods, techniques, technologies, systems, specifications,
analyses, products, practices, processes, procedures, protocols, research, tests, trials, assays, controls, prototypes, formulas, descriptions,
formulations, submissions, communications, skills, experience, knowledge, plans, objectives, algorithms, reports, results, conclusions,
or other information, irrespective of whether or not copyrightable or patentable and in any form or medium (tangible, intangible, oral,
written, electronic, observational, or other) in which any of the foregoing may be communicated or subsist. Without limiting the foregoing
sentence, Information includes any technological, scientific, business, legal, patent, organizational, commercial, operational, or financial
information.


 






    Page 5






     


    

 


“Initial
FF Forecast” is defined in Section 5.2(b)(i).


 


“Initial
FF Price” is defined in Section 5.2(b)(ii).


 


“Initial
Forecast” means either the Initial FF Forecast or the Initial MS Forecast, as the context may require.


 


“Initial
MS Forecast” is defined in Section 5.2(c)(i).


 


“Initial
Parts Price” is defined in Section 5.2(c)(ii).


 


“Initial
Price” means either the Initial FF Price or the Initial Parts Price, as the context may require.


 


“Initial
Target Annual Production” is defined in Section 5.2(a)(ii).


 


“Initial
Term” is defined in Section 16.1(a).


 


“Initial
Year” means the period commencing on the SOP Korea and ending on the first (1st) anniversary of the SOP Korea.


 


“Intellectual
Property Rights” means any or all of the following and all rights in, arising out of or associated with any of the following
in any jurisdiction throughout the world: (a) patents, (b) trademarks and service marks, (c) copyrights, (d) domain names, (e) trade
secrets (f) software, (g) Technical Information and any proprietary interest in any other Information and (h) all other intellectual
or industrial property and proprietary rights, including, rights in any applications and granted registrations for any of the foregoing,
and all rights to sue and recover damages and obtain injunctive relief for past, present and future infringement, dilution, misappropriation,
violation or breach of any of the foregoing.


 


“Invoice”
means either the FF Invoice or the MS Invoice, as the context may require.


 


“IT
Services” is defined in Section 6.9(a).


 


“Joint
Assessment” is defined in Section 6.3(f)(iii).


 


“Joint
Investigation” is defined in Section 13.2(b)(i).


 


“Jointly
Owned Other New Technology” is defined in Section 15.1(h).


 


“Labor
and Administrative Cost” is defined in the definition of the Fixed Cost.


 


“Lead
Time” means in respect to any FF81 Products for which FF has submitted to MS a Product Purchase Order, the amount of time between
MS’s acceptance of such Product Purchase Order and delivery of the FF81 Products under such Product Purchase Order to FF. For the
purpose of the definition of the term “Lead Time”, the term “delivery” means the completion of MS’s delivery
obligation under this Agreement.


 


“Limited
Trademark License” is defined in Section 15.4(c)(i).


 


“manufacture”
or “manufacturing” means all operations involved in the production of the FF81 Products, including manufacturing,
stamping, assembly, painting and testing of the FF81 Products.


 


“M&E”
is defined in Annex 7.


 






    Page 6






     


    

 


“Manufacturing
Cost” means, for each FF81 Product, the materials cost, the production cost, plus SG&A cost, plus operating profit for
such FF81 Product.


 


“Manufacturing
Defect” means (i) with respect to MS, any defect, latent or otherwise, in the manufacturing of the FF81 Products or the MS
Supplied Parts or in the assembly of the FF81 Products, other than any Design & Engineering Defect or any defect that is excluded
pursuant to any Exclusion from MS Warranty (a “MS Manufacturing Defect”), and (ii) with respect to FF, any defect,
latent or otherwise, in the manufacturing of the FF Supplied Parts, other than any defect that is excluded pursuant to any Exclusion
from FF Warranty (a “FF Manufacturing Defect”).


 


“Manufacturing
Failure” is defined in Section 5.12(e)(i).


 


“Manufacturing
Territory” means (a) the Republic of Korea and (b) any other territory in which MS is expressly authorized by FF to manufacture
the FF81 Products under this Agreement.


 


“Master
Timetable” is defined in Section 5.1(a).


 


“Minimum
Fill Rate” is defined in Section 7.1(b).


 


“Minimum
Parts Fill Rate” is defined in Section 9.7(b).


 


“Minimum
Volume Commitment” is defined in Section 5.10(a).


 


“Mitigated
Sunk Parts Cost” is defined in the definition of the Fixed Cost.


 


“Monthly
FF Forecast” is defined in Section 5.5(b).


 


“Monthly
Forecast” means either the Monthly FF Forecast or the Monthly MS Forecast, as the context may require.


 


“Monthly
MS Forecast” is defined in Section 5.9(b).


 


“Monthly
Production Meeting” is defined in Section 5.3(a).


 


“MS
Background IPR” means the Background IPR of MS.


 


“MS
Contract Supplier” is defined in Section 9.1(b).


 


“MS
Contract Supplier Claims” is defined in Section 9.1(c).


 


“MS
Contract Supplier Parts” is defined in Section 9.1(c).


 


“MS
Deviation” is defined in Section 9.4(a).


 


“MS
Excess” is defined in Section 7.6(c)(i).


 


“MS
Indemnitee” is defined in Section 17.1(b)(i).


 


“MS
Inspection Period” is defined in Section 9.8(a)(i).


 


“MS
Intellectual Property” is defined in Section 15.2(b)(i).


 


“MS
Invoice” is defined in Section 8.2(b).


 


“MS
Non-Conformity” is defined in Section 7.6(c).


 


“MS-NS
Agreement” is defined in Section 9.1(b).


 


“MS
Owned Foreground IPR” means [***].


 






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“MS
Owned Improvement” is defined in Section 15.1(d).


 


“MS
Owned Other New Technology” is defined in Section 15.1(h).


 


“MS
Owned Process New Technology” is defined in Section 15.1(g).


 


“MS
ROFO Notice” is defined in Section 6.12(b)(ii).


 


“MS
Sales Support Services” is defined in Section 12.1(b).


 


“MS
Service Description” is defined in Section 12.1(b)(i).


 


“MS
Service Fee Quotation” is defined in Section 12.1(b)(ii).


 


“MS
Shortage” is defined in Section 7.6(c)(i).


 


“MS
Submission Month” is defined in Section 5.9(b).


 


“MS
Supplied Part” means any FF81 Parts other than the FF Supplied Parts.


 


“MS
Technical Assistance” is defined in Section 14.2.


 


“MS
Third Party Products” is defined in Section 10.6(a).


 


“MS
Tooling” means all Tooling that is not FF Tooling.


 


“MS
Volume Requirements” is defined in Section 5.9(b).


 


“MS
Warranty” is defined in Section 10.3(b).


 


“MS
Warranty Period” is defined in Section 10.3(e).


 


“MS’s
Agents” is defined in Section 20.1(f).


 


“New
Technology” means all Foreground IPR that are not Improvements.


 


“NHTSA”
means the National Highway Traffic Safety Administration, and any successor agency or administration.


 


“Nominated
Supplier” is defined in Section 9.1(a).


 


“Non-Conformity”
means either the FF Non-Conformity or the MS Non-Conformity, as the context may require.


 


“Non-Offsetting
Party” is defined in Section 8.2(e).


 


“Non-Responsible
Party” is defined in Section 13.2(c).


 


“Non-Terminating
Party” is defined in Section 16.2(a).


 


“Notice
of Dispute” is defined in Section 21.4(a).


 


“Notice
of Improvement” is defined in Section 11.1(a).


 


“Notice
of Validation” is defined in Section 6.3(f)(ii).


 


“Notice
of Validation Failure” is defined in Section 6.3(f)(iii).


 


“Offset”
is defined in Section 8.2(e).


 






    Page 8






     


    

 


“Offsetting
Party” is defined in Section 8.2(e).


 


“Other
FF Requirements and Standards” is defined in Section 6.1(a)(ii)(C).


 


“Other
MS Plant” is defined in Section 6.4(b).


 


“Other
New Technology” is defined in Section 15.1(h).


 


“Parties”
means collectively, FF and MS.


 


“Parts
Purchase Order” is defined in Section 9.3(a).


 


“Parts
Order Adjustment” is defined in Section 9.4(c).


 


“Parts
Tooling” any jigs, dies, molds, tooling, patterns, gauges, fixtures and other tangible property and related data solely necessary
to manufacture the FF81 Parts.


 


“Party”
means either FF or MS.


 


“Person”
means an individual, corporation, partnership, joint venture, limited liability entity, Governmental Authority, unincorporated organization,
trust, association, or other entity.


 


[***]


 


“Prices”
is defined in Section 8.1(a).


 


“Price
Adjustment Indexes” is defined in Section 8.1(c).


 


“Price
Reduction” is defined in Section 8.1(e)(i).


 


“Private
Labeling” is defined in Section 15.4(c)(i).


 


“Product
Purchase Order” is defined in Section 5.6(a).


 


“Product
Specific Investment” or “PSI” means manufacturing equipment and facilities, special racks and Tooling and
related subassemblies required by MS solely for the series production of the FF81 Products or which is otherwise used solely to create
any FF Intellectual Property, as further detailed in Annex 7.


 


“Production
Plan” is defined in Section 5.3(b).


 


“Proposing
Party” is defined in Section 11.1(a).


 


“Process
New Technology” is defined in Section 15.1(g).


 


“Prototype
Part” is defined in Section 6.3(b).


 


“Prototypes”
is defined in Section 6.3(a).


 


“PSI
Ledger” means the ledger that details all PSI (including name, type, serial number, manufacturer, location etc.) as set out
in Annex 45.


 


“QAF”
means the quotation analysis form (QAF) for the FF81 Products as attached hereto in Annex 32.


 


“Quality
Management Procedures” means the quality management procedures laid down in Annex 19.


 


“Quality
Program” is defined in Section 6.2(a).


 






    Page 9






     


    

 


“Quality
Targets” means the quality targets for this Agreement, in particular the production and manufacturing of the FF81 Product by
MS under this Agreement, including the quality targets specified in Annex 3.


 


“Quality
Testing” is defined in Section 6.3(d).


 


“Recall
Campaign” is defined in Section 13.2(a).


 


“Receiving
Party” is defined in Section 18.1.


 


“Recycled
Metals” is defined in Section 20.1(e)(v).


 


“Remedial
Measures” is defined in Section 6.3(f)(iv)(A).


 


“Remedial
Measures Completion Date” is defined in Section 6.3(f)(iv)(A).


 


“Required
Capacity” means (a) if during the Initial Year, one-hundred thirty percent (130%), and (b) if for each Subsequent Year during
the Term, one-hundred twenty five percent (125%),


 


“Rescheduling
Notice” is defined in Section 5.7(c)(i).


 


“Settlement
Period” is defined in Section 8.1(g).


 


“Shortage”
is defined in Section 8.1(g)(ii).


 


“Shortage
Volume Rebate” is defined in Section 8.1(g)(ii).


 


“SOP”
or “Start of Production” means, as used with each Manufacturing Territory, the date on which MS shall first commence
production of the FF81 Products in such Manufacturing Territory.


 


“SOP
Korea” is defined in Section 5.2(a)(i).


 


“SOP
Month” means, as used with each Manufacturing Territory, the calendar month in which SOP occurs in such Manufacturing Territory.


 


“SOP
Month Korea” means the SOP Month for the Republic of Korea.


 


“Spare
Parts” is defined in Section 5.15.


 


“Special
Parts Order” is defined in Section 9.9(a).


 


“Special
Order” is defined in Section 5.11(a).


 


“Specifications”
means all technical or performance requirements, specifications, drawings, designs, instructions, samples or other quality standards
and descriptions or Technical Information or commercial Information furnished by FF to MS, or specified by FF for use by MS, during the
Term relating to the design, development, manufacturing and assembly, testing, packaging and labeling, marketing, sale and distribution
or use of the FF81 Products by MS in each Manufacturing Territory, including bills of materials, schematic diagrams, and assembly drawings.


 


“Storage
Cost” is defined in the definition of the Fixed Cost.


 


“Structural
Investments” means any manufacturing equipment and facilities, special racks, MS Tooling and related subassemblies required
by MS for the production of any vehicles, including the FF81 Products, except any PSI.


 


“Submission
Month” means either the MS Submission Month or the FF Submission Month, as the context may require.


 






    Page 10






     


    

 


“Subsequent
Year” means each successive one (1) year period following the expiration of the Initial Year.


 


“Supplied
Data” is defined in Section 20.2(a).


 


“Target
Annual Production” is defined in Section 5.4(a).


 


“Target
Volume” is defined in Section 8.1(g).


 


“Technical
Information” means any or all Information relating to apparatus, methods, processes, practices, formulas, techniques, procedures,
manufacturing or quality standards, patterns, ingredients, designs or the like, including drawings, computer-aided design (CAD) data
or other form of written recitations of data, specifications, parts, lists, assembly procedures, operating or maintenance manuals, test
or other technical reports, manufacturing instructions, know-how, experience, computer programs and all other technical Information relating
to the design, manufacture, assembly or use of any products.


 


“Technical
Vehicle Documentation” means the technical vehicle documentation for the FF81 Products provided by or on behalf of FF to MS,
including the documentation listed in Annex 1.


 


“Term”
is defined in Section 16.1(b).


 


“Terminating
Party” is defined in Section 16.2(a).


 


“Termination
Event” is defined in Section 16.2(a).


 


“Termination
Notice” is defined in Section 16.2(a).


 


“Third
Party Claim” is defined in Section 17.1(a).


 


“Third
Party Products” means, as the case may be, either the FF Third Party Products or the MS Third Party Products.


 


“Tooling”
means jigs, dies, molds, tooling, patterns, gauges, fixtures and other tangible property and related data necessary to manufacture the
FF81 Products, whether owned or utilized by MS or any MS Contract Supplier, other than the Parts Tooling.


 


“Transition
Period” is defined in Section 16.4(b).


 


“Transition
Support” is defined in Section 16.6.


 


“Triggering
Event” is defined in Section 5.1(b).


 


“Validation
Testing” is defined in Section 6.3(f)(i).


 


“Vehicle
Identification Labels” is defined in Section 15.7.


 


		1.2.	Interpretation.
                                            In this Agreement, except to the extent otherwise provided or that the context otherwise
                                            requires:



 


		(a)	when
                                            a reference is made in this Agreement to a Section, Annex or Schedule, such reference is
                                            to a Section of, or an Annex or Schedule to, this Agreement;



 


		(b)	the
                                            table of contents, recitals and headings for this Agreement are for reference purposes only
                                            and do not affect in any way the meaning or interpretation of this Agreement;



 


		(c)	whenever
                                            the words “include,” “includes” or “including” are used
                                            in this Agreement, they are deemed to be followed by the words “without limitation”;



 


		(d)	the
                                            words “hereof,” “herein” and “hereunder” and words of
                                            similar import, when used in this Agreement, refer to this Agreement as a whole and not to
                                            any particular provision of this Agreement;



 






    Page 11






     


    

 


		(e)	all
                                            terms defined in this Agreement have the defined meanings herein when used in any Annex,
                                            Schedule or other document delivered or made available pursuant hereto, unless otherwise
                                            defined therein;



 


		(f)	the
                                            definitions contained in this Agreement are applicable to the singular as well as the plural
                                            forms of such terms;



 


		(g)	references
                                            to a Person are also to its successors and permitted assigns;



 


		(h)	the
                                            use of “or” is not intended to be exclusive unless expressly indicated otherwise;



 


		(i)	references
                                            to sums of money are expressed in lawful currency of the United States of America, and “$”
                                            refers to U.S. dollars;



 


		(j)	the
                                            terms “will” and “shall” are to be interpreted to have the same meaning;
                                            and



 


		(k)	references
                                            to any gender shall be deemed to include masculine, feminine or neuter genders unless the
                                            context expressly requires otherwise. This Agreement will be construed without regard to
                                            any presumption or rule requiring construction or interpretation against the Party drafting
                                            an instrument or causing any instrument to be drafted.



 


		2.	NATURE
AND SCOPE OF COLLABORATION



 


		2.1.	Nature
                                            and Scope of Collaboration. During the Term and subject to the terms and conditions of
                                            this Agreement:



 


		(a)	Manufacture
                                            and Supply of FF81 Products. MS shall manufacture the FF81 Products in the Manufacturing
                                            Territory, in strict accordance with the Basic Specifications, using the FF81 Parts and shall
                                            sell and supply such FF81 Products exclusively to FF hereunder.



 


		(b)	Sale
                                            and Purchase of FF81 Products. Subject to Section 6.12, FF shall purchase from MS the
                                            FF81 Products for sale and distribution in the FF Sales Territory.



 


		(c)	Supply
                                            and Sourcing of FF81 Parts.



 


		(i)	FF
                                            shall manufacture and supply (or, in the case of FF Contract Supplier Parts, shall have manufactured
                                            and supplied) to MS each of the FF Supplied Parts.



 


		(ii)	MS
                                            shall manufacture and procure (or, in the case of MS Contract Supplier Parts, shall have
                                            manufactured and supplied to MS) each of the MS Supplied Parts.



 


(The
foregoing activities, collectively, the “FF81 Collaboration”; each of the transactions contemplated by the Parties
in respect to the FF81 Collaboration, a “FF81 Collaboration Project”).


 


		3.	COMMITTEES



 


		3.1.	Establishment
                                            of Committees. The Parties have established (or shall establish) various committees to
                                            oversee the FF81 Collaboration, project management and the other activities of the Parties
                                            under this Agreement (each, a “Committee”), as further set forth on Annex
                                            21. The responsibilities structure, escalation procedures, and composition of the Committees
                                            are set forth in Annex 21.



 






    Page 12






     


    

 


		4.	BASIC
SPECIFICATIONS AND VARIATIONS



 


		4.1.	Basic
                                            Specifications and Variations.



 


		(a)	Annex
                                            1 sets forth the initial Technical Vehicle Documentation and other Specifications of
                                            the FF81 Products (as the same is finalized pursuant to Section 4.1(b) in respect to each
                                            FF Sales Territory, the “Basic Specifications”). The main characteristics
                                            and data of the FF81 Products are specified in Annex 1, Annex 2, Annex 3, Annex
                                            28 and Annex 31.



 


		(b)	FF
                                            shall provide to MS the final Basic Specifications including any updates thereto in respect
                                            to each FF Sales Territory. Such Basic Specifications shall be provided by FF prior to homologation,
                                            and (without limiting FF’s right to update the Basic Specifications as otherwise set
                                            forth in this Agreement) may be updated after homologation to comply with Homologation Requirements.



 


		(c)	The
                                            Basic Specifications shall be subject to updates and modification from time to time during
                                            the Term as specified in writing by FF and subject to the Change Management Process, in which
                                            event Annex 1, together with other relevant terms of this Agreement, shall be modified
                                            to reflect such updates and modifications.



 


		(d)	MS
                                            shall not modify the Basic Specifications without FF’s prior written approval in each
                                            instance.



 


		(e)	MS
                                            shall manufacture the FF81 Products according to the Basic Specifications and shall inspect
                                            and test the FF81 Products prior to delivery to FF to ensure that such FF81 Products conform
                                            with the Basic Specifications in all respects in accordance with the terms of this Agreement.



 


		(f)	MS
                                            shall use commercially reasonable efforts to support during the development phase of the
                                            FF81 Products (and Basic Specifications) in accordance with Annex 6.



 


		5.	PRODUCTION
PLAN; FORECAST AND ORDER PROCESS



 


		5.1.	Timetable,
                                            Production Curve, Planned Volumes, Capacity.



 


		(a)	MS
                                            shall ensure to meet the SOP Korea in accordance with the master timetable in Annex 2
                                            (as updated pursuant to the following sentence, the “Master Timetable”).
                                            The date set forth in the Master Timetable for SOP Korea shall be subject to update by the
                                            Parties, which shall occur no later than six (6) months prior to the then anticipated month
                                            in which SOP Korea is anticipated to be achieved. MS shall conduct and complete all tasks
                                            and responsibilities assigned to it under this Agreement in accordance with the Master Timetable.
                                            MS shall immediately notify FF in writing, if it realizes that the Master Timetable cannot
                                            or is reasonably expected not to be met and shall propose, in writing, the appropriate and
                                            commercially reasonable measures to avoid or, if not possible, at least to mitigate such
                                            delay. Without prejudice to a Party’s responsibility for such delay, any Changes arising
                                            in connection with the foregoing shall be subject to the Change Management Process.



 


		(b)	Delay
                                            in SOP; Damages. [***]



 


		(c)	Delay
                                            in SOP; MS Remedy. [***]



 


		(d)	MS
                                            shall align the launch of the production as well as the ongoing production of the FF81 Products
                                            with the starting curve and staggering set out in Annex 13.



 


		(e)	FF
                                            shall pay MS the amounts contained on Annex 47 and in accordance with the payment
                                            schedule on Annex 47 to support the PSI and the planning and start-up of the production
                                            of the FF81 Products.



 






    Page 13






     


    

 


		5.2.	SOP,
                                            Initial Target Annual Production, Initial Forecast and Initial FF Price. Schedule
                                            5.2 sets forth:



 


		(a)	In
                                            respect of the SOP,





 


		(i)	the
                                            SOP for the Republic of Korea (the “SOP Korea”); and



 


		(ii)	the
                                            initial target annual production volume for the FF81 Products (the “Initial Target
                                            Annual Production”) for the Gunsan Plant;



 


		(b)	In
                                            respect to FF81 Products,



 


		(i)	a
                                            forecast, in respect to each FF Sales Territory, for the total number of units of the FF81
                                            Products that FF anticipates that it will require for SOP Month Korea and the first two (2)
                                            months thereafter (the “Initial FF Forecast”); and



 


		(ii)	the
                                            unit purchase price for such FF81 Products (the “Initial FF Price”) to
                                            be due and payable by FF to MS; provided, however, that, for the avoidance
                                            of doubt, the Initial FF Price per unit shall be calculated pursuant to Annex 32.



 


		(c)	In
                                            respect to FF Supplied Parts,



 


		(i)	a
                                            forecast for the total type and number of units of the FF Supplied Parts that MS then anticipates
                                            that it will require to manufacture the FF81 Products for (A) the SOP Month Korea and (B)
                                            the first two (2) month forecasts thereafter (collectively, the “Initial MS Forecast”);
                                            and



 


		(ii)	the
                                            unit purchase price for each such FF Supplied Part (the “Initial Parts Price”)
                                            to be due and payable by MS to FF; provided, however, that, for the avoidance
                                            of doubt, the Initial Parts Price shall be calculated pursuant to Annex 32.



 


		5.3.	Monthly
                                            Production Meeting.



 


		(a)	Except
                                            as otherwise set forth in Annex 21, on or about the fifth (5th) day of
                                            (i) the month immediately following the Effective Date but not later than four (4) months
                                            prior to the SOP Month Korea and (ii) each month thereafter during the Term, the Cooperation
                                            Board shall conduct, and CB Members shall have, a monthly production meeting (each, a “Monthly
                                            Production Meeting”), which may be held in person or by conference call or video
                                            conference.



 


		(b)	At
                                            the Monthly Production Meeting and in respect to the Manufacturing Territory, the Cooperation
                                            Board shall (i) review and discuss in good faith the latest forecasts provided for the FF81
                                            Products, the supply chain, and other requirements or production related issues of the Parties,
                                            including the Lead Time, and (ii) jointly determine and prepare a plan for the production
                                            of the FF81 Products for the Manufacturing Territory (each, a “Production Plan”),
                                            which such Production Plan shall set forth the Parties’ agreement on the latest forecasts
                                            for a given month, or update or modify the existing Production Plan.



 


		(c)	Each
                                            Production Plan may be modified or amended by the Parties, by mutual written consent, at
                                            any time during the Term.



 


		5.4.	Annual
                                            Production Meeting; Target Annual Production.



 


		(a)	Except
                                            as otherwise set forth in Annex 21, on or prior to the date that is four (4) months
                                            prior to the first anniversary of the SOP Month Korea, and each subsequent anniversary thereafter,
                                            the Cooperation Board shall conduct, and the CB Members shall have, an annual production
                                            meeting (the “Annual Production Meeting”) to (i) review and discuss the
                                            target annual production volume for the FF81 Products for each FF Sales Territory applicable
                                            to the Manufacturing Territory for the one-year period commencing on such anniversary date
                                            to be prepared by FF for the FF81 Products and (ii) prepare and submit to the Parties for
                                            joint determination by the Parties a proposal for such target annual production (upon such
                                            joint determination, together with the Initial Target Annual Production, each, a “Target
                                            Annual Production”).



 






    Page 14






     


    

 


		(b)	The
                                            Target Annual Production shall be for production planning purposes only and non-binding at
                                            all times and may be modified or amended by the Parties at any time during the Term.



 


		5.5.	Monthly
                                            FF Forecast of FF81 Products. The following general terms shall govern in respect to
                                            the monthly forecasting and ordering procedure applicable to FF and the FF81 Products.



 


		(a)	Initial
                                            FF Forecast. The Initial FF Forecast for the SOP Month Korea shall constitute the forecast
                                            for (i) such SOP Month Korea and (ii) each of the subsequent two (2) months after the SOP
                                            Month Korea, which shall be subject to revision by subsequent Monthly FF Forecasts in accordance
                                            with Section 5.5(b).



 


		(b)	Monthly
                                            FF Forecast. On or prior to the fifth (5th) day of each month during the Term (each,
                                            a “FF Submission Month”), commencing with the fourth (4th) month prior
                                            to the SOP Month Korea, FF shall provide a monthly forecast for each of the six (6) months
                                            commencing with the fifth (5th) month after the applicable FF Submission Month, (each, a
                                            “Monthly FF Forecast”), for the total number of units of the FF81 Products
                                            that it then anticipates that it will require in respect to the applicable FF Sales Territory
                                            during each of such six (6) months (the “FF Volume Requirements”). Each
                                            such Monthly FF Forecast shall not deviate from the same six (6) months in the then
                                            current Target Annual Production by more than the Deviation Percentage, unless otherwise
                                            agreed to by MS, such agreement not to be unreasonably withheld, conditioned or delayed (the
                                            “Deviation Percentage Measurement Period”). Each Monthly FF Forecast shall
                                            be subject to confirmation or further updates by the Parties during the Monthly Production
                                            Meetings and shall be set forth in the corresponding Production Plan. The first (1st) month
                                            of each Monthly FF Forecast shall constitute the final forecast for such month. The last
                                            five (5) months of each Monthly FF Forecast shall be subject to adjustment by each of the
                                            five (5) subsequent Monthly FF Forecasts. Each Monthly FF Forecast issued by FF shall supersede
                                            any prior forecast covering the same months. Schedule 5.5(b) (Forecast and
                                            FF Order Schedule) sets forth an illustration of the Monthly FF Forecast process and mechanism
                                            during the Term.



 


		5.6.	Product
                                            Purchase Orders for FF81 Products.



 


		(a)	Monthly
                                            Product Purchase Order. On or prior to the fifth (5th) day of each FF Submission Month,
                                            FF shall place a monthly purchase order for the FF81 Products in form substantially similar
                                            to the form described in Schedule 5.6(a) (Form of Product Purchase Order) (the
                                            “Product Purchase Order”) for the fourth (4th) month after such FF Submission
                                            Month with the first (1st) such Product Purchase Order being for the SOP Month Korea. Subject
                                            to Section 5.7, each Product Purchase Order shall be consistent with the corresponding Production
                                            Plan. Schedule 5.5(b) (Forecast and FF Order Schedule) sets forth an illustration
                                            of the Product Purchase Order process and mechanism during the Term.



 


		(b)	Form
                                            of Product Purchase Order. Each Product Purchase Order shall specify: (i) the quantity
                                            of the units of the FF81 Products ordered (ii) the Price of each unit of the FF81 Products
                                            ordered, and (iii) the delivery terms (including the Lead Time), scheduled delivery date
                                            and delivery location, in form substantially similar to the form described in Schedule
                                            5.6(a) (Form of Product Purchase Order). The Product Purchase Order shall be in electronic
                                            form and submitted via EDI.



 


		(c)	Consequence
                                            of Termination. In the event that either Party issues a Termination Notice under Section
                                            16.2 or 16.3 to the other Party, the Parties shall enter into good faith discussions of any
                                            modifications or amendments to the foregoing general rules, including Schedule 5.5(b)
                                            (Forecast and FF Order Schedule), to reflect the Parties’ agreements on consequences
                                            of such termination of this Agreement, including any post-termination rights and obligations
                                            of the Parties in respect to any volume requirements during post-termination period, consistent
                                            with Section 16.4.



 






    Page 15






     


    

 


		5.7.	FF
                                            Deviation from Production Plan; Adjustments; Delivery Rescheduling; Cancellations.



 


		(a)	Permitted
                                            FF Deviations. FF may request that the aggregate number of the units of the FF81 Products
                                            under a Product Purchase Order for a given month deviate from the corresponding month in
                                            the Production Plan (such deviated amount, the “FF Deviation”) so long
                                            as such FF Deviation is (i) a decrease in the quantity ordered by less than or equal
                                            to the Deviation Percentage (other than due to the failure of MS to perform its obligations
                                            under this Agreement, in which event FF may decrease the quantity ordered without regard
                                            to the Deviation Percentage), (ii) an increase in quantity ordered by less than or
                                            equal to the Deviation Percentage, (iii) is an increase in the quantity ordered by
                                            more than the Deviation Percentage and FF has requested at least one hundred eighty
                                            (180) days prior to the scheduled delivery date, or (iv) otherwise agreed to by MS, such
                                            agreement not to be unreasonably withheld, conditioned or delayed.



 


		(b)	FF
                                            Deviation Adjustments. If (i) FF (A) deems that the FF Deviation for a given month is
                                            likely to be greater than the Deviation Percentage and (B) fails to provide proper notice
                                            in accordance with Section 5.7(a) or (ii) such FF Deviation is not otherwise authorized hereunder,
                                            FF shall promptly inform MS thereof in writing prior to issuing the Product Purchase Order
                                            for such month. If such FF Deviation is agreeable to MS in writing, FF shall issue a Product
                                            Purchase Order based on such FF Deviation which shall then be deemed accepted by MS. If such
                                            FF Deviation is not acceptable to MS, then the Parties shall discuss in good faith and use
                                            commercially reasonable efforts to agree to alternative arrangements, including capacity
                                            allocations, provided that the foregoing shall not limit MS’s right to reject the unpermitted
                                            FF Deviation portion of the Product Purchase Order based on non-conformity to the corresponding
                                            Production Plan.



 


		(c)	Delivery
                                            Rescheduling.



 


		(i)	Rescheduling
                                            Notice. Subject to Section 5.7(c)(ii) below, from time to time during the Term, FF may
                                            request that the delivery date for any FF81 Product be rescheduled to a later date than as
                                            set forth in the respective Product Purchase Order as accepted by MS by issuing a written
                                            notice to MS no less than [***] days prior to its original delivery date (the “Rescheduling
                                            Notice”). The new delivery date specified in such Rescheduling Notice shall then
                                            become the new delivery date for the applicable FF81 Product in such Product Purchase Order,
                                            which shall in all other respects remain in full force and effect.



 


		(ii)	Rescheduling
                                            Fee.



 


		(A)	If
                                            the new delivery date specified in such Rescheduling Notice is less than or equal to [***]
                                            days after the original delivery date, then [***].



 


		(B)	If
                                            the new delivery date specified in such Rescheduling Notice is more than [***] days after
                                            the original delivery date (such period, a “Delayed Delivery Period”),
                                            then MS shall be entitled to [***].



 


		(C)	If
                                            the new delivery date specified in such Rescheduling Notice is more than sixty (60) days
                                            after the original delivery date, then MS may reject any such request to reschedule the delivery
                                            date.



 


		(d)	Cancellation
                                            of Product Purchase Order.



 


		[***]	



 


		(ii)	In
                                            the event of any quality issues arising in respect to any FF81 Products (or FF81 Parts therein)
                                            under the cancelled Product Purchase Order, the Parties shall undertake joint investigation
                                            to determine (A) the nature and scope of such quality issues, (B) remedial measures that
                                            are required and (C) the allocation of responsibilities between the Parties.



 






    Page 16






     


    

 


		5.8.	Confirmation,
                                            Acceptance and Rejection of Product Purchase Orders.



 


		(a)	Confirmation.
                                            Subject to the terms of this Section 5.8, MS shall accept or reject the Product Purchase
                                            Order by issuing a written acceptance or rejection to FF (each, a “Confirmation”)
                                            not later than [***] upon receipt of such Product Purchase Order. Each Confirmation shall
                                            (i) reference the applicable Product Purchase Order number, (ii) confirm acceptance or, subject
                                            to other terms of this Agreement, rejection of the Product Purchase Order and (iii) set forth,
                                            in the case of acceptance, the effective date of acceptance, and in the case of rejection,
                                            the basis for such rejection.



 


		(b)	Acceptance
                                            of Product Purchase Order. If MS fails to issue a Confirmation for a Product Purchase
                                            Order within the time period set forth paragraph (a) above or otherwise commences performance
                                            under such Product Purchase Order, MS shall be deemed to have accepted such Product Purchase
                                            Order; provided, that performance by MS under such accepted Product Purchase Order shall
                                            be delayed in the case of an Excusable Delay by FF subject to Section 19. Upon acceptance
                                            by MS of a Product Purchase Order, the terms of such Product Purchase Order shall be incorporated
                                            into this Agreement and shall be binding on the Parties.



 


		(c)	Rejection
                                            of Product Purchase Order. Subject to paragraph (d) below, MS may only reject a Product
                                            Purchase Order if:



 


		(i)	there
                                            is a material non-conformity between the terms of the Product Purchase Order and the corresponding
                                            terms of the Production Plan then in effect, and such non-conformity is not authorized hereunder
                                            or cured by FF within five (5) Business Days following written notice from MS thereof; or



 


		(ii)	such
                                            rejection is otherwise expressly authorized under this Agreement.



 


		5.9.	Monthly
                                            MS Forecast for FF Supplied Parts. The following general terms shall govern in respect
                                            to the Monthly Forecast procedure applicable to MS for its purchase of the FF Supplied Parts.



 


		(a)	Initial
                                            MS Forecast. The Initial MS Forecast for the SOP Month Korea, as revised, and except
                                            as agreed to by the Parties otherwise, shall constitute the forecast for (i) the SOP Month
                                            Korea and (ii) each of the two (2) months after the SOP Month Korea, which shall be subject
                                            to revision by subsequent Monthly MS Forecasts in accordance with paragraph (b) below.



 


		(b)	Monthly
                                            MS Forecast. On or prior to the fifth (5th) day of each month during the Term (the “MS
                                            Submission Month”) commencing with the fourth (4th) month prior to the SOP Month
                                            Korea, MS shall provide a monthly forecast for each of the six (6) months commencing with
                                            the fifth (5th) month after the MS Submission Month which, for the initial MS Submission
                                            Month, shall be the month immediately following the SOP Month Korea (each, a “Monthly
                                            MS Forecast”), for the total number of units of the FF Supplied Parts that it then
                                            anticipates that it will require to produce the FF81 Products during each of such six (6)
                                            months (the “MS Volume Requirements”), which Monthly MS Forecast shall
                                            be generally consistent with the same six (6) months in the then current Target Annual Production.
                                            Each Monthly MS Forecast shall be subject to confirmation or further updates by the Parties
                                            during the Monthly Production Meetings and shall be set forth in the corresponding Production
                                            Plan. Each such MS Forecast as confirmed under the Production Plan, together with respective
                                            parts order by MS, shall be subject to further changes based on the actual amount and timing
                                            of Product Purchase Orders placed by FF in respect to the FF81 Products. The first (1st)
                                            month of each Monthly MS Forecast shall constitute the final forecast for such month. The
                                            last five (5) months of each Monthly MS Forecast shall be subject to adjustment by each of
                                            the five (5) subsequent Monthly MS Forecasts. Each Monthly MS Forecast issued by MS shall
                                            supersede any prior forecast covering the same months. Schedule 5.5(b) (Forecast
                                            and FF Order Schedule) sets forth an illustration of the Monthly MS Forecast process and
                                            mechanism during the Term.



 






    Page 17






     


    

 


		5.10.	Minimum
                                            Volume Commitment; Non-Binding Nature.



 


		(a)	Minimum
                                            Volume Commitment. Subject to (i) MS’s full compliance with the terms of this Agreement,
                                            (ii) MS’s ability to supply the FF81 Products to FF as and when ordered by FF in accordance
                                            with the production timelines, volumes, quality, prices, technology, delivery schedules and
                                            other requirements of FF from time to time in accordance with this Agreement and (iii) any
                                            impact of a Force Majeure Event, FF agrees that the total volume of the FF81 Products to
                                            be purchased by FF during (A) the Initial Year and (B) each Subsequent Year (or portion thereof)
                                            during the Term shall not be less than [***] of the FF’s global volume set forth
                                            in Annex 31, in the case of the Initial Year, and the corresponding global volume,
                                            in the case of each Subsequent Year (the “Minimum Volume Commitment”).



 


		(b)	Non-Binding
                                            Nature. Subject to the Parties rights and obligations concerning the Minimum Volume Commitment
                                            set forth in Section 5.10(a), the limitation on deviation of Monthly FF Forecast under Section
                                            5.5(b) and the production capacity and product availability requirements under Section 5.12,
                                            which shall be binding in all respects, for the avoidance of doubt and notwithstanding any
                                            provision in this Agreement to the contrary, (i) the Initial Target Annual Production, and
                                            each Target Annual Production, together with any forecasts provided by a Party hereunder,
                                            including the Initial Forecast and the Monthly Forecasts, are estimates only, intended for
                                            production planning purposes only and accordingly shall not be binding on any Party and (ii)
                                            no such forecasts shall constitute any commitment of such Party unless the agreed between
                                            the Parties and set forth in the corresponding Production Plan.



 


		5.11.	Supply
                                            of FF81 Products or MS Supplied Parts for Special Reasons.



 


		(a)	Special
                                            Order. In the event FF requires any number of FF81 Products or MS Supplied Parts due
                                            to special reasons that are not the fault of MS, including damage to any FF81 Product after
                                            the delivery, FF may issue to MS a separate order (each, a “Special Order”),
                                            which such Special Order shall set forth: (i) the description of such FF81 Product (or such
                                            MS Supplied Parts), (ii) quantity ordered, and (iii) terms of delivery, including required
                                            delivery date and delivery location, in form substantially similar to the form described
                                            in Schedule 5.6(a) (Form of Product Purchase Order) or in such other form as
                                            may be agreed between the Parties.



 


		(b)	Allocation
                                            of Cost. The cost for such Special Order (including the price of such FF81 Products or
                                            MS Supplied Parts and the cost of delivery) shall be borne by FF.



 


		(c)	Format.
                                            The Special Order shall be in electronic form submitted via EDI.



 


		(d)	Acceptance
                                            and Rejection of Special Order; Confirmation.



 


		(i)	Confirmation.
                                            MS shall issue a confirmation in form similar to the Confirmation in respect to each Special
                                            Order issued hereunder within two (2) Business Days following its receipt thereof. Each such
                                            confirmation shall (A) reference the applicable Special Order number and (B) confirm acceptance
                                            or, subject to other terms of this Agreement, rejection of the Special Order and (C) set
                                            forth, in the case of acceptance, the effective date of acceptance, and in the case of rejection,
                                            the basis for such rejection.



 






    Page 18






     


    

 


		(ii)	Acceptance
                                            of Special Order. If MS fails to issue a confirmation for a Special Order within the
                                            time set forth above or otherwise commences performance under such Special Order, MS shall
                                            be deemed to have accepted such Special Order.



 


		(iii)	If
                                            MS cannot meet the terms set forth in a Special Order, including the quantity and the delivery
                                            date, it shall immediately inform FF thereof and propose alternative terms. If such alternative
                                            terms are agreeable to FF in its sole and absolute discretion, FF shall issue a revised Special
                                            Order setting forth such alternative terms which shall then be deemed accepted by MS.



 


		(iv)	Notwithstanding
                                            the foregoing and for the avoidance of doubt, in no event shall MS be obligated to (A) accept
                                            any Special Order or otherwise (B) supply to FF the FF81 Products or the MS Supplied Parts
                                            under such Special Order unless and until it has accepted such Special Order.



 


		(e)	Shipping
                                            and Delivery. All Special Orders for the FF81 Products and MS Supplied Parts shall be
                                            delivered by INCOTERMS EXW (Gunsan Plant).



 


		5.12.	Production
                                            Capacity and Product Availability.



 


		(a)	Product
                                            Supply Capacity. MS shall maintain sufficient manufacturing capabilities and capacity
                                            to supply FF81 Products to FF in accordance with the Initial Target Annual Production, each
                                            Target Annual Production, the Initial Forecast, Monthly Forecasts and Product Purchase Orders
                                            that FF may issue from time to time, all in accordance with the terms of this Agreement.
                                            Without limiting the other notice requirements set forth herein, MS shall notify FF immediately
                                            in the event MS has reason to believe it may not be able to fulfill any Monthly Forecasts
                                            or Product Purchase Orders due to capacity



 


		(b)	Parts
                                            Supply Capacity. MS shall (at its sole cost) maintain timely supply of sufficient quantities
                                            of FF81 Parts (provided that with respect to the FF Supplied Parts, MS’s obligation
                                            hereunder shall be limited to timely ordering and maintaining reasonable safety stock of
                                            such FF Supplied Parts) to ensure sufficient manufacturing capabilities and capacity to supply
                                            FF81 Products to FF in accordance with the terms of this Agreement. The FF81 Parts shall
                                            be supplied to or procured by MS in accordance with Section 9.3. .



 


		(c)	Change
                                            in Production Capacity. [***] In the event of a work stoppage, other labor problems,
                                            or more generally any circumstances at MS’s facilities adversely affecting MS’s
                                            ability to supply any FF81 Products, whether or not a Force Majeure Event, MS shall promptly
                                            provide FF written notice of the same and shall use commercially reasonable efforts to locate
                                            reliable alternate sources and suppliers of raw materials and components meeting applicable
                                            quality standards and in sufficient quantity to ensure a continued supply during such difficulties;
                                            provided, that no such circumstances shall relieve MS of its obligations hereunder,
                                            except to the extent such circumstances constitute a Force Majeure Event; provided,
                                            further that in no event shall MS be liable to FF if such change in production capacity is
                                            due to an Excusable Delay.



 


		(d)	FF
                                            Remedy. [***]



 


		(e)	[***]



 


		5.13.	Discontinuation
                                            of FF Supplied Parts or FF81 Model; No Discontinuation of Production.



 


		(a)	In
                                            the event that FF decides to discontinue (i) the manufacture or supply of any of the FF Supplied
                                            Parts, (ii) the sale and distribution of the FF81 Model in any FF Sales Territory or (iii)
                                            the FF81 Model (the “Discontinuation”) for any reason, it shall notify
                                            MS in writing not later than [***] prior to the effective date of such Discontinuation, unless
                                            such Discontinuation is required by Applicable Laws, in which event FF shall give such advance
                                            notice to MS as is reasonably practicable.



 






    Page 19






     


    

 


		(b)	If
                                            Discontinuation is for the FF81 Model, without prejudice to termination of the Agreement
                                            under Section 16.2, the Parties shall discuss in good faith and agree to the terms governing
                                            the consequences of such Discontinuation. Notwithstanding the foregoing, upon any such Discontinuation
                                            by FF, FF shall reimburse MS for (i) the unrecovered balance of PSI (amortized into Manufacturing
                                            Cost) and (ii) any other actual and reasonable, documented out-of-pocket costs and expenses
                                            paid to third parties by MS directly in relation to the timely performance of its obligations
                                            hereunder that cannot be refunded, mitigated or avoided through commercially reasonable efforts.
                                            FF is not responsible for reimbursing MS for any Structural Investments, including upon Discontinuation,
                                            unless any such reimbursement is specifically approved in writing by FF in advance, provided
                                            that the Parties shall discuss in good faith, and FF shall consider for reimbursement, if
                                            and to what extent any unrecovered portion of Structural Investments related to the Manufacturing
                                            Cost of the FF81 Product shall be reimbursed by FF.



 


		(c)	[***]



 


		5.14.	Master
                                            Agreement; Terms of Agreement and Product Purchase Orders and Parts Purchase Orders.



 


		(a)	This
                                            Agreement is intended as a master agreement between MS and FF in respect to the sale and
                                            purchase between the Parties of the FF81 Products and certain FF81 Parts setting forth all
                                            terms in respect thereto other than the specific terms (delivery dates, quantities, and delivery
                                            locations) to be set forth in each of the Product Purchase Orders, Special Orders or the
                                            Parts Purchase Order.



 


		(b)	Notwithstanding
                                            anything in this Agreement,



 


		(i)	any
                                            Product Purchase Orders or Confirmation, the terms and conditions of this Agreement shall
                                            constitute all of the terms and conditions between the Parties relating to the subject matter
                                            of this Agreement unless otherwise agreed to in writing by the Parties;



 


		(ii)	any
                                            terms and conditions set forth on any document or documents issued by a Party either before
                                            or after the Effective Date are hereby explicitly rejected and disregarded by the other Party,
                                            and any such terms and conditions shall be inapplicable to any sale and purchase made by
                                            and between FF and MS and shall not be binding in any way on either Party;



 


		(iii)	if
                                            any terms and conditions contained in a Product Purchase Order or Parts Purchase Order conflict
                                            with any terms and conditions contained in this Agreement, the applicable term or condition
                                            of this Agreement will prevail and such contrary or different terms will have no force or
                                            effect; and



 


		(iv)	any
                                            contrary or different terms from this Agreement (other than delivery dates, quantities, and
                                            delivery locations) contained in any Product Purchase Orders, Parts Purchase Orders, Confirmation
                                            or any other communications between the Parties, and any other attempt to modify, supersede,
                                            or otherwise alter this Agreement, shall be deemed rejected and shall not modify this Agreement
                                            or be binding on the Parties unless such terms have been agreed to by both Parties in writing.



 


		5.15.	Spare
                                            Parts.



 


During
the Term or after the EOP or expiration or termination of this Agreement, FF shall procure all of the FF81 Parts to fulfill its post-sale
and past model service and replacement requirements (such post-sale FF81 Parts, the “Spare Parts”) directly from the
suppliers of such Spare Parts; provided that during the Term (a) MS will, upon request by FF in writing, purchase Spare Parts from MS
Contract Suppliers for resale to FF and (b) MS shall provide all other cooperation reasonably requested by FF with respect to its obtaining
Spare Parts. Without limitation, MS shall provide FF with a list of MS Contract Suppliers, which such list shall (i) indicate the MS
Contract Supplier Parts produced by the applicable MS Contract Supplier as well as the respective price offered to MS and (ii) be continuously
updated by MS during the Term on a yearly basis. After the EOP or upon expiration or termination of this Agreement, MS will have no obligation
to purchase any Spare Parts for resale to FF. Notwithstanding the foregoing, at least four (4) years prior to EOP, the Parties shall
discuss and agree in good faith any the process by which MS will supply to FF after the Term assembled Spare Parts manufactured by MS.


 






    Page 20






     


    

 


		6.	HOMOLOGATIONS;
MANUFACTURING AND ASSEMBLY OF PRODUCTS



 


		6.1.	Homologation;
                                            Product Compliance.



 


		(a)	Product
                                            Compliance.



 


		(i)	FF
                                            shall:



 


		(A)	be
                                            solely responsible for complying with (and ensuring that the Basic Specifications for all
                                            FF81 Products for such FF Sales Territory comply with) the Homologation Requirements in such
                                            FF Sales Territory; and



 


		(B)	undertake
                                            the development of all necessary Improvements in respect to FF81 Products, with the cooperation
                                            of MS, to ensure that the design of FF81 Products shall be in compliance with all Homologation
                                            Requirements in each applicable FF Sales Territory.



 


		(ii)	MS
                                            shall:



 


		(A)	use
                                            commercially reasonable efforts to advise FF of all Homologation Requirements of which MS
                                            is aware;



 


		(B)	assist
                                            FF with FF’s compliance with all Homologation Requirements, including development of
                                            necessary Improvements in respect to FF81 Products to ensure such compliance, provided that
                                            all costs incurred by MS in connection with such development shall be paid for by FF; and



 


		(C)	manufacture
                                            and produce the FF81 Products in compliance with the Basic Specifications and comply with
                                            all other requirements, quality standards and descriptions reasonably required, furnished
                                            or specified by FF or required by Applicable Law that are necessary for the Parties to carry
                                            out FF81 Collaboration (the “Other FF Requirements and Standards”).



 


		(b)	Exclusive
                                            Manufacturer Status. [***]



 


		(c)	IMDS.
                                            All materials used for the manufacture of the FF81 Parts and FF81 Products, including all
                                            sub-components, supply parts and auxiliary substances, shall be recorded with the IMDS. FF
                                            shall be responsible for the reporting and recording of all materials delivered by FF and
                                            FF Contract Suppliers and MS shall be responsible for the reporting and recording of all
                                            materials delivered by MS and MS Contract Suppliers, each in accordance with the IMDS. At
                                            such time as reasonably determined by FF, the Parties shall cooperate in the creation of
                                            a report listing all substances included in the FF81 Products.



 






    Page 21






     


    

 


		6.2.	Quality
                                            Program and Assurance.



 


		(a)	Annex
                                            19 sets forth the mutually agreed upon quality assurance program (the “Quality
                                            Program”) for the FF81 Products.



 


		(b)	FF
                                            shall ensure that the FF Supplied Parts shall be manufactured in accordance with the Quality
                                            Program, and MS shall cooperate with FF in FF’s efforts in respect thereto.



 


		(c)	MS
                                            shall ensure that the FF81 Products shall be manufactured in accordance with the Quality
                                            Program, and FF shall cooperate with MS in MS’s efforts in respect thereto.



 


		6.3.	Prototype;
                                            Quality Testing; Validation Testing.



 


		(a)	Manufacture
                                            of Prototype. Pursuant to the timeline set forth in Annex 5, but subject to timely
                                            delivery by FF to MS of the Basic Specifications for each respective FF Sales Territory and
                                            other provisions of this Section 6.3, MS shall undertake to manufacture and make available
                                            to FF the prototypes for the FF81 Products for each build phase listed in Annex 5
                                            (“Prototypes”).



 


		(b)	Procurement
                                            of Prototype Parts. The Parties shall determine which Party shall procure each of parts
                                            and components that is necessary for MS to manufacture the Prototypes (each such part, a
                                            “Prototype Part”). Pursuant to the timeline for the Prototypes and Prototype
                                            Parts set forth in Annex 5 and after delivery by FF to MS of the complete and final
                                            Basic Specifications for each respective FF Sales Territory, which Basic Specifications shall
                                            take into account and comply with the Homologation Requirements (in accordance with Section
                                            6.1) applicable to such FF Sales Territory, a Party that is responsible for procuring such
                                            Prototype Parts shall place a purchase order to each supplier for such Prototype Parts in
                                            the numbers set forth in Annex 5. All Prototype Parts shall be delivered by INCOTERMS
                                            DDP (Gunsan Plant).



 


		(c)	Repair,
                                            Upgrade and Conversion of Prototypes. MS shall undertake (i) to make all repairs to Prototypes
                                            as well as all upgrades and conversions requested by FF and (ii) to complete the requested
                                            upgrades and conversions before the agreed handover deadline. Any costs and expenses to be
                                            incurred by MS in connection with the foregoing, for which FF shall reimburse MS, shall be
                                            agreed by FF in advance.



 


		(d)	Quality
                                            Testing. Not later than [***] after completion of the manufacturing of the Prototypes,
                                            MS shall complete quality testing (the “Quality Testing”) on the Prototypes.
                                            Pursuant to Annex 5, a vehicle usage contract must be executed with respect to all
                                            Prototypes used by MS in Quality Testing.



 


		(e)	Delivery
                                            of Prototypes; Quality Testing Results. Not later than [***] after completion of the
                                            Quality Testing, MS shall (i) deliver to FF the Prototypes used in the Quality Testing, which
                                            such delivery shall be by INCOTERMS EXW (Gunsan Plant) and (ii) furnish to FF the results
                                            of the Quality Testing.



 


		(f)	Validation
                                            Process.



 


		(i)	Validation
                                            Testing. Not later than [***] after delivery of the Prototypes and furnishing of the
                                            results of the Quality Testing or [***] from the date the Prototypes are delivered by FF,
                                            in FF’s reasonable discretion, to another location for assessment (which such delivery
                                            by FF shall occur as soon as reasonably practicable after delivery of FF), as applicable,
                                            FF shall assess (or engage, in its discretion, one or more third parties to assess, in whole
                                            or part) whether each such Prototypes conform to the Basic Specifications (the “Validation
                                            Testing”) and furnish to MS the results of the Validation Testing.



 


		(ii)	Notice
                                            of Validation. If the results of the Validation Testing demonstrate that the Prototypes
                                            are in conformity with the Basic Specifications, FF shall promptly notify MS in writing thereof
                                            (the “Notice of Validation”). Notwithstanding the Notice of Validation,
                                            MS shall not manufacture any FF81 Products unless and until MS has obtained the Approval
                                            pursuant to Section 6.5.



 






    Page 22






     


    

 


		(iii)	Notice
                                            of Validation Failure. If the results of the Validation Testing demonstrate that any
                                            of the Prototypes is not in conformity with the Basic Specifications, FF shall promptly
                                            notify MS in writing thereof (the “Notice of Validation Failure”), together
                                            with detailed reasons for such non-conformity, in which event the Parties shall conduct a
                                            joint assessment of such non-conformity (the “Joint Assessment”).



 


		(iv)	Remedial
                                            Measures.



 


		(A)	If
                                            and to the extent that the results of the Joint Assessment indicate that the non-conformity
                                            is attributable to a Party, such Party shall take all necessary and reasonable measures (the
                                            “Remedial Measures”) to address such failure, provided that the Parties
                                            shall use commercially reasonable efforts to complete all Remedial Measures, whether independently
                                            or jointly, as promptly as possible following completion of the Validation Testing leading
                                            to such Remedial Measures, or if applicable, by the date mutually agreed upon by the Parties
                                            (the “Remedial Measures Completion Date”).



 


		(B)	Immediately
                                            upon completion of the Remedial Measures, a Party that is responsible for undertaking the
                                            Remedial Measure shall place a purchase order with each supplier (or otherwise procure) for
                                            all additional Prototype Parts that are necessary for MS to manufacture the same number of
                                            new Prototypes as initially required. Upon delivery of such additional Prototype Parts and,
                                            if the non-conformity was due to the Basic Specifications, the receipt by MS of revised Basic
                                            Specifications, MS shall (x) manufacture the same number of new Prototypes as initially required
                                            (each, a “Corrected Prototype”), (y) conduct new Quality Testing of such
                                            Corrected Prototypes and (z) deliver to FF the Corrected Prototypes together with the results
                                            of such new Quality Testing for new Validation Testing, in each case as provided above.



 


		(C)	The
                                            foregoing steps shall be repeated until the Prototypes (or Corrected Prototypes) satisfy
                                            the Validation Testing; provided, however, that, in the event the Parties are
                                            unable to complete any Remedial Measures by the Remedial Measures Completion Date or within
                                            [***] following completion of the Validation Testing leading to such Remedial Measures, whichever
                                            comes later: [***].



 


		(g)	Allocation
                                            of Costs and Expenses.



 


		(i)	The
                                            costs and expenses incurred by the Parties in carrying out the procurement of the Prototype
                                            Parts, the manufacture of the Prototypes, the conduct of the Quality Testing, delivery of
                                            the Prototypes, the conduct of the Validation Testing as described above shall be allocated
                                            between the Parties as set forth in Annex 5. The costs for Prototypes payable by FF
                                            to MS shall be itemized with full transparency of the costs therefor and shall be payable
                                            according to a payment plan mutually agreed by the Parties based on the achievement of agreed-upon
                                            milestones, provided that, as a general rule, the price for each Prototype to be quoted by
                                            MS shall consist of the sum of (A) manufacturing cost (including cost incurred by MS in connection
                                            with the Quality Testing), (B) material cost and (C) mark-up.



 






    Page 23






     


    

 


		(ii)	Special
                                            Prototype Testing. Following procedure shall apply to a special Prototype testing.



 


		(A)	FF
                                            shall provide MS with special Prototype testing specifications and requirements;



 


		(B)	MS
                                            shall then provide FF with the estimated cost for conducting such special testing and other
                                            related works;



 


		(C)	the
                                            Parties shall mutually agree on the details of such special testing and such other actions
                                            to be undertaken by MS;



 


		(D)	MS
                                            shall undertake all such special testing and actions as mutually agreed between the Parties;
                                            and



 


		(E)	All
                                            costs and expenses incurred by MS in carrying of the foregoing special Prototype testing
                                            shall be reimbursed in full by FF.



 


		(iii)	Correcting
                                            Prototypes. Notwithstanding the foregoing and any provision in this Agreement to the
                                            contrary, a Party that is responsible for the non-conformity or other Validation Testing
                                            failure of any Prototype shall be solely responsible for all costs and expenses incurred
                                            by such Party and the other Party in carrying out or otherwise conducting any Remedial Measures
                                            and subsequent manufacturing or procurement of the new Prototype Parts, Corrected Prototypes,
                                            Quality Testing and Validation Testing.



 


		(h)	Invoice;
                                            Payment Terms. Promptly upon delivery by MS of Prototypes conforming with the Basic Specifications,
                                            MS shall issue an invoice to FF for the Prototypes and all other amounts due by FF to MS,
                                            which shall be paid by FF as follows:



 


	[***]
	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]


 


		(i)	Title
                                            to and Ownership of Prototypes.



 


		[***]	



 


		6.4.	Manufacturing
                                            of FF81 Products; Manufacturing Territory.



 


		(a)	Manufacturing
                                            of FF81 Products. Subject to licenses granted by FF to MS under Section 15.4 and the
                                            other obligations of MS hereunder, MS shall manufacture the FF81 Products at its Gunsan Plant
                                            in accordance with the Basic Specifications provided by FF in compliance with the Applicable
                                            Law.



 






    Page 24






     


    

 


 


		(b)	Other
                                            MS Plant. Notwithstanding the foregoing or any other provision in this Agreement to the
                                            contrary, MS may utilize any one or more of the manufacturing facilities operated by it or
                                            any of its Affiliates, other than the Gunsan Plant, located within or outside the
                                            Republic of Korea (each, an “Other MS Plant”) in the manufacturing of
                                            the FF81 Products or any component thereof, if the utilization of such Other MS Plant by
                                            MS is preapproved by FF in writing in each instance, which approval may be granted for the
                                            following reasons (such facilities authorized by FF to be operated by MS hereunder, together
                                            with the Gunsan Plant, collectively the “Approved MS Plants”):





 


		(i)	anticipated
                                            required production volume for any of the FF81 Products, or any component thereof, for a
                                            given production period exceeds (or is expected to exceed) the then manufacturing capacity
                                            of the Gunsan Plant for such FF81 Product;



 


		(ii)	it
                                            is beneficial to the Parties due to the proximity of the geographical location of such manufacturing
                                            facility to the applicable FF Sales Territory in which the final FF81 Products will be sold
                                            to end-customers;



 


		(iii)	such
                                            part of manufacturing or assembly relates to hot stamping and sheet metal processing related
                                            works, and such Other MS Plant is located within the Republic of Korea; or



 


		(iv)	it
                                            is necessary to avoid the adverse impact on MS of a Force Majeure Event for the period of
                                            time that the impact of such Force Majeure Event continues to effect the ability of MS to
                                            perform its obligations hereunder; or



 


		(v)	other
                                            reasons pre-approved in writing by FF, such approval not to be unreasonably withheld.



 


		(c)	Effects
                                            on Other Provisions. If any Approved MS Plant utilized by MS is located outside the Republic
                                            of Korea, (i) such territory shall constitute the Manufacturing Territory for the purpose
                                            of this Agreement in respect to such FF81 Products and the manufacturing license granted
                                            under Section 15.4 shall be extended to such territory on a non-exclusive basis and (ii)
                                            any reference herein to Gunsan Plant shall be deemed to refer to the applicable Approved
                                            MS Plant as the context may require.



 


		(d)	Manufacturing
                                            Requirements; Change in Manufacturing Locations. Upon FF’s written request, MS
                                            shall provide FF with specific information, in such detail as FF may reasonably request,
                                            as to the location(s) and method(s) of manufacturing the FF81 Products, or components thereof,
                                            at any Approved MS Plant. All manufacturing activities of MS shall conform to best industry
                                            practices and be conducted in compliance with all Applicable Law. FF reserved the right to
                                            determine in good faith the minimum manufacturing standards to be followed by MS. Manufacturing
                                            of the FF81 Products shall be performed solely at the Approved MS Plants pursuant to this
                                            Agreement. Any change in the manufacturing location(s) of FF81 Products shall be subject
                                            to prior written approval of FF, and MS shall be fully responsible for all costs and/or delays
                                            resulting from such changes.



 


		(e)	Audit
                                            and Inspection.



 


		(i)	FF,
                                            its designated representatives and any independent inspectors approved by FF may inspect
                                            any Approved MS Plant at any stage of production or delivery (including at the delivery point
                                            specified in the applicable Product Purchase Order) during regular business hours, provided
                                            that any such inspectors shall have executed a confidentiality agreement reasonably acceptable
                                            to MS. FF shall give MS reasonable prior written notice before conducting any such inspection.



 


		(ii)	MS
                                            shall use all commercially reasonable efforts to obtain from each MS Contract Supplier in
                                            the applicable MS-NS Agreement, audit rights identical to those set forth in subsection (i)
                                            above. In the event MS is unable to obtain such audit rights, MS shall give FF prompt notice
                                            thereof and provide all reasonable cooperation as requested by FF such that FF may enter
                                            into a FF-NS Joinder Agreement.



 






    Page 25






     


    

 


		(iii)	In
                                            addition to FF’s right to inspect the FF81 Products under Section 7.6(a), FF may reasonably
                                            require MS to have FF81 Products inspected prior to its shipment to the warehouse in Gunsan
                                            where FF81 Products are stored, and any such inspection shall be performed (i) at FF’s
                                            sole expense, by an independent inspector approved by FF and (ii) in accordance with the
                                            quality inspection standard agreed to by the Parties.



 


		6.5.	Governmental
                                            Approvals. Each Party shall make all necessary filings (regulatory or otherwise) and
                                            obtain all approvals and licenses required by any Governmental Authority and as applicable
                                            to such Party in relation to manufacture, sale and distribution of the FF81 Products in the
                                            Manufacturing Territory and each of the FF Sales Territories (each such filing, approval
                                            and license, an “Approval”). Each Party shall cooperate with the other
                                            Party in good faith and shall provide reasonable assistance to the other Party in connection
                                            with making or obtaining, as applicable, each such Approval.



 


		6.6.	Insurance.



 


		(a)	Mutual.
                                            Each Party, at its own expense, shall obtain and maintain insurances with respect to itself
                                            and its manufacturing facilities, businesses and assets, employees, officers and directors
                                            (or equivalent), in such amounts and against such losses and risks as is customarily carried
                                            by Persons engaged in the same or similar location in the same or similar business, but not
                                            less than as is required under the Applicable Law.



 


		(b)	MS
                                            Insurance Requirement. [***]



 


		(c)	In
                                            addition to the foregoing insurance requirements, MS shall be responsible for maintaining
                                            at all times during the Term of this Agreement, a fire brigade fully capable of fighting
                                            fires and other accidents in its plant.



 


		6.7.	MS
                                            Production.



 


		(a)	Production
                                            Process.



 


		[***]	



 


		(ii)	MS
                                            shall inform FF in writing, prior to implementation, of any significant changes contemplated
                                            by MS to the existing organization, procedures, manufacturing process, logistics or subcontractors
                                            in respect to manufacturing of FF81 Product or otherwise which might have materially adverse
                                            effect on the quality or flexibility on the FF81 Collaboration Project under this Agreement.



 


		(b)	Structural
                                            Investments.



 


		(i)	General
                                            Rule. Any Structural Investments shall be developed, manufactured, procured, acquired,
                                            owned, maintained and used directly by MS at its own risk and at its sole cost and expense,
                                            except for any compensation included in the Price as broken down in Annex 32. Prior
                                            to making any Structural Investments related to the FF81 Products, MS shall provide FF with
                                            the amount, purpose and supporting data and information related to such Structural Investments,
                                            upon which event the Parties shall review and mutually approve in writing such Structural
                                            Investments in advance, which such approval by FF shall not be unreasonably withheld.



 


		(ii)	Standards.
                                            MS may determine at its sole discretion the standards applicable to the Structural Investments,
                                            provided that (A) the Quality Targets are fulfilled, (B) MS uses state-of-the-art techniques
                                            in terms of cost efficiency, productivity and flexibility, industrial rules and standards,
                                            (C) MS complies with the risk management requirements contained in Annex 26 and (D)
                                            for certain specific Structural Investment items explicitly agreed, the FF Production Standards
                                            included in Annex 34 provided by FF and other specific process instructions and guidelines
                                            from FF are met.



 






    Page 26






     


    

 


		(iii)	Title
                                            and Ownership. The title to and the ownership of each Structural Investments shall at
                                            all times be vested with MS.



 


		(c)	Product
                                            Specific Investments.



 


		(i)	General
                                            Rule. MS shall develop (or shall have developed) and procure for its own account and
                                            use all PSI and be responsible for procuring any repairs and replacement of all PSI. Annex
                                            7 sets forth the initial financial responsibilities of the Parties in respect to the
                                            PSI.



 


		(ii)	Allocation
                                            of Cost. Except as expressly stated in Annex 7, FF shall reimburse MS for all
                                            of MS’s actual and reasonable cost of developing and sourcing PSI approved by FF in
                                            writing in advance. Such approved amounts shall be reimbursed as part of the Prices for the
                                            FF81 Products, provided that:



 


[***]


 


		(iii)	PSI
                                            Standards. Without limiting any obligations with respect to FF Owned Tooling, MS shall
                                            determine at its reasonable, good faith discretion the standards applicable to the PSI provided
                                            that (A) Quality Targets are fulfilled, (B) MS uses state-of-the-art techniques in terms
                                            of cost efficiency, productivity and flexibility, industrial rules and standards, and (C)
                                            the FF Production Standards included in Annex 34 and other specific process instructions
                                            and guidelines from FF are met.



 


		(iv)	Title
                                            and Ownership. The title to and the ownership of each PSI shall remain vested with MS
                                            until the total cost of such PSI incurred by MS is fully paid for or otherwise reimbursed
                                            by FF, at which time the title to and ownership of such PSI shall pass to FF or, if requested
                                            by FF in writing, a third party appointed by FF. Upon expiration or termination of this Agreement,
                                            any costs of developing and sourcing the PSI not otherwise recovered by MS as contemplated
                                            in Section 6.7(c)(ii)(A) shall be paid by FF or such third party appointed by FF in full.



 


		(v)	PSI
                                            Ledger. MS shall maintain a PSI Ledger (as set forth in Annex 45) for the PSI,
                                            which shall contain the data listed in Annex 7. MS shall maintain, continuously update
                                            and make available the most up-to-date PSI Ledger (A) until the date of the SOP Korea, on
                                            a quarterly basis, (B) after the date of the SOP Korea, promptly after a replacement purchase
                                            has been made and (C) in any case, promptly upon request by FF. MS shall nominate a contact
                                            person, sufficiently in command of the English language, who is available to FF for any questions
                                            and examination of the PSI Ledger by FF or a third party nominated by FF.



 


		(vi)	Use
                                            Restrictions. Without limiting the license provided under Section 15.4(a), any use by
                                            MS of PSI for purposes other than manufacturing the FF81 Products under this Agreement shall
                                            be subject to the prior written consent of FF in each instance. Upon request by FF in writing,
                                            MS shall provide FF with drawings, descriptions and other available documentation on such
                                            PSI being used for other purposes in a form acceptable to FF.



 


		(vii)	Relocation;
                                            Disposal; No Encumbrances. Without limiting any obligations with respect to FF Owned
                                            Tooling:



 


		(A)	while
                                            MS has the title and possession of any PSI, MS shall (x) maintain such PSI at its own expense,
                                            (y) keep such PSI at the Gunsan Plant or any other Approved MS Plant, (z) without FF’s
                                            approval (not to be unreasonably withheld), not dispose of such PSI.



 






    Page 27






     


    

 


		(B)	if
                                            any PSI shall or needs to be kept at one of its supplier’s production site, it shall
                                            notify FF before entering into any contract with such supplier with respect to such PSI and
                                            obtain FF’s prior written consent, which consent shall not be unreasonably withheld.
                                            In such case, to the extent the title to and ownership of such PSI has not passed to FF but
                                            retained by MS, MS shall ensure that the title to and ownership in such PSI shall at all
                                            times remain vested with MS and shall not be transferred to such supplier.



 


		(viii)	Other
                                            Responsibilities. Without limiting any obligations with respect to FF Owned Tooling,
                                            MS shall:



 


		(A)	allow
                                            FF, if requested by FF in writing, to participate in the approval of PSI based on the criteria
                                            set out in Section 6.7(c)(iii), prior to the ordering thereof and in the subsequent verification
                                            of the delivery thereof;



 


		(B)	inform
                                            FF of the actual operational readiness of the PSI from time to time if requested by FF in
                                            writing;



 


		(C)	mark
                                            each PSI located at suppliers’ production sites as the property of MS;



 


		(D)	report
                                            all relocations of the PSI to FF (for the avoidance of doubt, this information undertaking
                                            shall be without prejudice to the requirement to obtain FF’s consent for any such relocations
                                            outside the Gunsan Plant or other Approved MS Plant);



 


		(E)	grant
                                            FF the right of inspection at any time during normal operating hours and upon reasonable
                                            prior written notice in respect of each PSI; and



 


		(F)	inform
                                            FF immediately if unforeseeable major repairs to any PSI are pending, beyond usual maintenance,
                                            or in case of total loss or any PSI is subject to a lien or other adverse measures taken
                                            by third parties.



 


		(d)	Quarterly
                                            Meeting on PSI; Operational Readiness. Once every three (3) months, a consultation meeting
                                            shall be held between FF and MS on each PSI that is under construction. In case of operational
                                            readiness, MS shall provide FF with a readiness message, and FF shall send the asset identification
                                            plates to MS. MS shall compile a relevant inventory of PSI, and return the signed operational
                                            readiness message to FF in the form of an up-dated PSI Ledger in accordance with Annex
                                            45.



 


		(e)	Documentation
                                            and Record Keeping: Production Data.



 


		(i)	MS’s
                                            production plans in respect of this Agreement, which have an impact on space and the use
                                            thereof, shall be documented in detailed layouts.



 


		(ii)	MS
                                            shall compile work instructions for the specification, documentation and control of series
                                            production, which contain the following data:



 


		(A)	manufacturing
                                            processes described in a structured way (operational sequences/assembly cycle);



 


		(B)	attachment
                                            parts/auxiliary materials;



 


		(C)	FF
                                            Tooling;



 


		(D)	machines/systems;



 






    Page 28






     


    

 


		(E)	tool
                                            settings/system parameters; and



 


		(F)	quality
                                            and process data.



 


		(iii)	The
                                            work instructions for the FF81 Products shall be (A) updated by MS promptly in case of any
                                            changes and (B) maintained by MS.



 


		(iv)	All
                                            documents relating to the manufacturing of the FF81 Products by MS under this Agreement,
                                            including the layouts and work instructions mentioned in this Section 6.7 above, and all
                                            Conformity of Production documents, shall be maintained up-to-date, include version management,
                                            be available also in the English language and be made available to FF promptly upon request.



 


		(v)	MS
                                            shall establish all other commercially practicable measures and take all reasonable precautions
                                            that are required to maintain the continued production of the FF81 Products in accordance
                                            with this Agreement, in particular in accordance with any agreed timetable, the Quality Targets,
                                            and agreed upon production capacity. Such measures and precautions shall be duly documented
                                            in a contingency plan, which shall be kept be up-to-date, include version management, be
                                            available also in the English language and be made available to FF promptly upon request
                                            FF in writing.



 


		(f)	Other
                                            Terms.



 


		(i)	MS’s
                                            production facilities shall be designed to hold all such PSI in order for MS to be able to
                                            meet the production capacity requirements for manufacture of the FF81 Products under Section
                                            5.12.



 


		6.8.	Inbound
                                            Logistics: FF81 Parts.



 


		(a)	MS
                                            Supplied Parts.



 


		(i)	MS
                                            shall ensure that MS Supplied Parts (other than those manufactured by MS) shall be delivered
                                            to the Gunsan Plant in suitable and assembly-compatible containers. Such containers shall
                                            be planned, designed and purchased under the full responsibility of MS. Any logistic agreements
                                            concerning the supply and delivery of such MS Supplied Parts shall be made directly between
                                            MS and the respective MS Contract Suppliers. Notwithstanding the foregoing, MS shall submit
                                            to FF the decided packaging concept for each of the MS Supplied Parts.



 


		(ii)	The
                                            organization and control of inbound traffic of MS Supplied Parts as well as the selection
                                            and commissioning of required service providers shall be under the obligation and responsibility
                                            of MS and shall be carried out at its own risk and expense. All logistic costs including
                                            packaging, transport, customs, local taxes, losses, waste and scrap shall be incorporated
                                            into the cost of each of the MS Supplied Parts, and FF shall not be required to provide additional
                                            compensation for any such cost.



 


		(b)	FF
                                            Supplied Parts.



 


		(i)	FF
                                            shall ensure that FF Supplied Parts shall be delivered to the Gunsan Plant in suitable and
                                            assembly-compatible containers. Such containers shall be planned, designed and purchased
                                            under the full responsibility of FF. Any logistic agreements concerning the supply and delivery
                                            of FF Supplied Parts shall be made directly between FF and the respective FF Contract Suppliers.
                                            Notwithstanding the foregoing, FF shall submit to MS the decided packaging concept for each
                                            of the FF Supplied Parts.



 






    Page 29






     


    

 


		(ii)	The
                                            organization and control of inbound traffic of FF Supplied Parts as well as the selection
                                            and commissioning of required service providers shall be under the obligation and responsibility
                                            of FF and shall be carried out at its own risk and expense. All logistic costs including
                                            packaging, transport, customs, local taxes, losses, waste and scrap shall be incorporated
                                            into the cost of each of the FF Supplied Parts, and MS shall not be required to provide additional
                                            compensation for any such cost.



 


		6.9.	IT
                                            Services.



 


		(a)	Each
                                            Party shall provide to the other Party such information technology services (the “IT
                                            Services”) in accordance with this Section 6.9 and Annex 41, which is aimed
                                            to support the business processes and related interfaces between the Parties in carrying
                                            out the FF81 Collaboration Project.



 


		(b)	The
                                            costs incurred by each Party in connection with the installation, operation, and dismantling
                                            of IT Services shall be borne by such Party.



 


		(c)	IT
                                            Services shall be documented and agreed upon between the Parties.



 


		(d)	The
                                            information technology operational phase begins once IT Services or parts thereof have been
                                            installed and handed over. If a Party desires to implement any changes to existing IT Services,
                                            it shall notify the other Party in writing, which such notice shall set forth detailed information
                                            on such proposed changes and request for consent of such other Party, which consent shall
                                            not be unreasonably withheld. No change to the existing IT Services may be implemented by
                                            either Party unless mutually agreed to by the Parties, and the requesting Party shall bear
                                            all costs incurred (or to be incurred) by the Parties in implementing any such changes.



 


		(e)	MS
                                            and FF acknowledge that all Information contained in, or provided in connection with, any
                                            IT Services of respective companies are their respective Confidential Information, which
                                            shall be subject to terms of this Agreement.



 


		(f)	Access.
                                            FF may immediately access any of FF Confidential Information stored in MS’s IT system
                                            at any time. FF may access any other data in MS’s IT system related to FF, provided
                                            that:



 


		(i)	any
                                            such access shall be subject to prior written notice to MS, which notice shall set forth
                                            the list of information that FF seeks to access, together with detailed description of purpose
                                            for seeking such information;



 


		(ii)	the
                                            information sought by FF shall be limited to the FF81 Products; and



 


		(iii)	any
                                            information received by FF shall be used solely for the purpose of FF’s performance
                                            of this Agreement.



 


		6.10.	FF
                                            Tooling.



 


		(a)	FF
                                            Tooling. MS shall develop or manufacture (or have a third party toolmaker developed or
                                            manufacture) and procure for its own account and use each FF Tooling and shall be responsible
                                            for any repairs and replacement of any such FF Tooling. Time is of the essence with respect
                                            to such obligations and MS shall promptly notify FF in writing if it believes that the development
                                            or procurement of any FF Tooling (or repair or replacement thereof) shall not be completed
                                            in accordance with any agreed upon schedule. Without limiting any obligation with respect
                                            to PSI, FF shall have the right to inspect and test the FF Tooling and approve all FF Tooling
                                            prior to its use by MS; provided that FF may only reject FF Tooling that does not comply
                                            with any specification for such FF Tooling supplied to MS by FF.



 






    Page 30






     


    

 


		(b)	Parts
                                            Tooling. Notwithstanding the foregoing, (i) the rights and obligations of the Parties
                                            concerning any Parts Tooling shall be set forth in a separate agreement to be entered between
                                            the Parties; provided, that FF shall have the right to purchase any such Parts Tooling directly
                                            from any MS Contract Supplier, and (ii) FF shall be the owner of such Parts Tooling it purchases
                                            or procures separately from any Person other than MS.



 


		(c)	MS’s
                                            Responsibilities. Without limiting any obligations with respect to PSI, MS shall ensure
                                            that each FF Tooling shall:



 


		(i)	comply
                                            with any Specifications for such FF Tooling provided by FF;



 


		(ii)	be
                                            capable of manufacturing the FF81 Products in accordance with the Basic Specifications, including
                                            meeting any volume requirements or estimates provided to MS during the life of the product;
                                            and



 


		(iii)	with
                                            respect to FF Owned Tooling, be clearly and permanently marked as FF property according to
                                            FF’s direction.



 


		(d)	Subcontracting
                                            of FF Owned Tooling. Without limiting any obligations with respect to PSI (or any obligations
                                            with respect to any subcontracting activities):



 


		(i)	Fabrication;
                                            Modification. If all or part of the fabrication, modification, repair or refurbishment
                                            of any FF Owned Tooling shall be subcontracted to a third party toolmaker, MS shall:



 


		(A)	give
                                            FF advance written notice of the identity of the toolmaker and the location of the FF Owned
                                            Tooling;



 


		(B)	inform
                                            the toolmaker in writing that it is a bailee-at-will of the FF Owned Tooling;



 


		(C)	be
                                            solely responsible for payments to the toolmaker; and



 


		(D)	include
                                            in its agreement with the toolmaker a waiver of the toolmaker’s lien rights with respect
                                            to such FF Owned Tooling.



 


		(ii)	Notice
                                            and Approval. If MS intends to locate FF Owned Tooling on an approved subcontractor’s
                                            premises, MS shall:



 


		(A)	provide
                                            FF in with written notice of the identity of the subcontractor and the location of the FF
                                            Owned Tooling;



 


		(B)	obtain
                                            the prior written consent of FF;



 


		(C)	inform
                                            the subcontractor in writing that it is a bailee-at-will of the FF Owned Tooling;



 


		(D)	be
                                            solely responsible for payments to the subcontractor; and



 


		(E)	include
                                            in its agreement with the subcontractor a waiver of such subcontractor’s lien rights
                                            with respect to the FF Owned Tooling.



 


		(e)	FF’s
                                            Rights of Possession and Equitable Relief for FF Owned Tooling. MS shall have no interest
                                            in FF Owned Tooling other than its right to use such FF Owned Tooling in order to perform
                                            its obligations under this Agreement. FF has the right to the sole, unencumbered, unqualified,
                                            and absolute possession of such FF Owned Tooling at any time as elected by FF. In furtherance
                                            of this right, FF, in its sole discretion, may at any time (i) request MS to remove such
                                            FF Owned Tooling, in which case MS shall immediately prepare it for shipment and redeliver
                                            it to the location specified by FF, freight prepaid, in the same condition as originally
                                            received by MS, reasonable wear and tear excepted, provided, however, that
                                            FF shall reimburse MS to the extent such freight cost exceeds the cost of shipping such FF
                                            Owned Tooling from MS’s plant where such FF Owned Tooling is located to the nearest
                                            FF manufacturing plant; and/or (ii) exercise its unconditional right of entry, which MS hereby
                                            gives to FF, to inspect at and remove such FF Owned Tooling from the premises at which such
                                            FF Owned Tooling is located without liability in trespass for such entry. In the case of
                                            a failure by MS to perform its obligations under this Section 6.10(e), in addition to any
                                            other remedy to which FF may be entitled, FF shall be entitled to institute and prosecute
                                            proceedings in a court of competent jurisdiction to obtain temporary and/or permanent injunctive
                                            or other equitable relief to enforce any provision hereof without the necessity of posting
                                            bond or proof of action injury or damage.



 






    Page 31






     


    

 


		(f)	Insurance
                                            and Risk of Loss. MS, at its expense, shall procure insurance with reputable and financially
                                            responsible insurance companies to insure each FF Owned Tooling at all times in amounts equal
                                            to its full insurable replacement value, with loss payable to FF. While in MS’s possession
                                            or control, each FF Owned Tooling is at MS’s risk of loss, excepting only reasonable
                                            wear and use. MS shall promptly provide a certificate or other evidence of insurance at FF’s
                                            request.



 


		(g)	Indemnification
                                            and Release. Except as otherwise prohibited by Applicable Law, MS shall defend, indemnify
                                            and hold the FF Indemnitees harmless from all claims arising out of the possession, storage,
                                            installation, maintenance, use, or control of any FF Owned Tooling by MS, its employees,
                                            or any subsidiary, subcontractor, or other Person, including damages to such FF Owned Tooling.
                                            MS waives any and all statutory and/or constitutional immunity to which, but for this waiver,
                                            it might be entitled in compliance with the workers’ compensation laws of the jurisdictions
                                            in which MS is located or under any other employee benefit statutes or similar Applicable
                                            Laws of any jurisdiction.



 


		(h)	Non-Disclosure.
                                            FF Owned Tooling, any Confidential Information associated therewith and all Intellectual
                                            Property Rights embodied therein, are and shall continue to be treated as confidential and
                                            proprietary to FF, and shall be subject to all patent, proprietary, or other property rights
                                            of FF, including the rights afforded FF pursuant to any trade secret statutes or similar
                                            laws of any jurisdiction. Without FF’s prior written consent, MS shall not disclose,
                                            transfer, or loan any FF Owned Tooling associated therewith to any Affiliate, subcontractor,
                                            or other Person.



 


		(i)	Waiver
                                            of Liens. As a continuing condition of MS’s possession or use of any FF Owned Tooling,
                                            MS shall ensure that no third party obtains any lien or other right in such FF Owned Tooling
                                            and hereby waives and relinquishes, and agrees to obtain from any third parties who might
                                            claim any such lien (including mechanic’s liens) or right, their written waiver and
                                            relinquishment of all rights, if any, to any lien or other right of retention whatsoever
                                            with respect to such FF Owned Tooling. To the extent that any common law or statutory provision
                                            shall be deemed applicable to such FF Owned Tooling and shall confer upon or create in favor
                                            of MS any lien, right, or remedy, whether for work performed on or goods produced with or
                                            raw materials ordered in connection with such FF Owned Tooling, MS hereby irrevocably waives
                                            and relinquishes, for itself and its successors and assigns, any and all such liens, rights,
                                            and remedies, agreeing that its rights and remedies are solely as set forth in this Agreement.



 


		(j)	MS
                                            Contract Suppliers. MS shall obtain from each MS Contract Supplier in the applicable
                                            MS-NS Agreement, such rights as are necessary to effectuate the provisions of this Section
                                            6.10 and the rights of FF in the FF Owned Tooling. In the event subject to the foregoing,
                                            MS is unable to obtain such rights, MS shall give FF prompt notice thereof and provide all
                                            reasonable cooperation as requested by FF such that FF may enter into a FF-NS Joinder Agreement.



 






    Page 32






     


    

 


		6.11.	FF
                                            Quality Standards and Policies.



 


		(a)	MS
                                            shall:



 


		(i)	ensure
                                            that manufacturing activities of MS under the FF81 Collaboration shall conform to all quality
                                            control and other standards and policies as well as inspection systems as set forth in Annex
                                            19 and Annex 29, including Quality Management Procedures, ISO/TS quality systems,
                                            IATF 16949:2018, OHSAS 18001 health and safety certification and ISO 14001 environmental
                                            certification including registration, and GADSL / RoHS (collectively, the “FF Quality
                                            Standards”);



 


		(ii)	participate
                                            in FF’s supplier quality and development programs and adhere to the guidelines within
                                            the Faraday Motors Supplier Handbook, in each case as provided to MS prior to the date hereof
                                            or generally applicable to all of FF’s manufacturers and suppliers and materially consistent
                                            with the terms of this Agreement; and



 


		(iii)	meet
                                            the requirements of industry Production Part Approval Processes (PPAP) (the “PPAP
                                            Requirements”).



 


		(b)	Level
                                            3 PPAP shall be required for all FF81 Products.



 


		(c)	The
                                            PPAP Requirements shall apply to the first shipments of the FF81 Products, and if MS has
                                            obtained PPAP approval from FF, no further PPAP submissions shall be required unless any
                                            of the following occurs:



 


		(i)	a
                                            design change with respect to the FF81 Products;



 


		(ii)	relocation
                                            of MS’s manufacturing facility or FF Tooling;



 


		(iii)	change
                                            of tier 2 or 3 suppliers; and



 


		(iv)	change
                                            of manufacturing facility.



 


		(d)	Refer
                                            to the Faraday Motors Supplier Handbook for further details on PPAP submission.



 


		(e)	Change
                                            in FF Quality Standards. In the event any of the FF Quality Standards shall be amended,
                                            supplemented or replaced by FF during the Term, FF shall notify MS in writing thereof, which
                                            such notice shall (i) be given no later than one hundred eighty (180) days prior to the effective
                                            date of any such change and (ii) set forth detailed explanation of any such change. MS’s
                                            obligations under this Agreement shall be deemed amended to reflect such change so long as
                                            (A) FF has issued a proper notice and (B) any such change is reasonable and commercially
                                            feasible to MS, such acknowledgement by MS not to be unreasonably withheld, conditioned or
                                            delayed; provided, that any change that is applied generally across all of FF’s manufacturers
                                            generally is deemed reasonable and commercially feasible.



 


		(f)	If
                                            there is conflict between any part of the FF Quality Standards and the terms of this Agreement,
                                            the terms of this Agreement shall govern and control.



 


		6.12.	MS
                                            Exclusivity.



 


		(a)	Exclusive
                                            Manufacturer Status.Subject to (i) MS’s full compliance with the terms of this
                                            Agreement, (ii) MS’s ability to supply the FF81 Products to FF as and when ordered
                                            by FF in accordance with the production timelines, volumes, quality, prices, technology,
                                            delivery schedules and other requirements of FF from time to time in accordance with this
                                            Agreement, and (iii) any impact of a Force Majeure Event, FF hereby appoints MS as the exclusive
                                            manufacturer and supplier of the FF81 Products in the Republic of Korea during the Term.



 


		(b)	[***]



 






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		7.	SHIPMENT
AND DELIVERY OF FF81 PRODUCTS



 


		7.1.	Shipment
                                            and, Delivery of FF81 Products by MS; Passage of Title and Risk of Loss.



 


		(a)	Delivery
                                            of FF81 Products. Upon receipt and acceptance of a Product Purchase Order from FF, MS
                                            shall commence manufacturing of the FF81 Products, and shall thereafter no later than the
                                            delivery date specified in the Product Purchase Order (the “Delivery Date”),
                                            deliver and supply to FF the FF81 Products in accordance with such Product Purchase Order.
                                            MS shall deliver all FF81 Products to FF in new condition. MS shall fill each Product Purchase
                                            Order in accordance with the terms of this Agreement. Subject to the foregoing, MS acknowledges
                                            that FF may suffer financial loss if MS fails to maintain a service level ensuring that FF81
                                            Products are delivered by MS to FF (i) no later than the applicable Delivery Date and (ii)
                                            in proper condition (proper quality, quantity and type).



 


		(b)	Minimum
                                            Monthly Fill Rate. Each month during the Term, MS shall achieve a fill rate of [***]
                                            or greater (the “Minimum Fill Rate”). [***]



 


	[***]
	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]


 


		(c)	Effect
                                            of Default. Without limiting Section 7.1(b) above, a failure by MS to fill the Product
                                            Purchase Orders on a timely basis shall give rise to all remedies provided by law or in equity,
                                            including the right to cancel such unfilled Product Purchase Orders. [***]



 


		(d)	INCOTERMS.
                                            All Prices for the FF81 Products are stated based on and all FF81 Products purchased hereunder
                                            shall be delivered by INCOTERMS EXW (Gunsan Plant).



 


		(e)	Passage
                                            of Title; Risk of Loss. Title to the FF81 Products shall pass from MS to FF at the same
                                            time as risk of loss shall pass from MS to FF in accordance with the INCOTERM set forth in
                                            Section 7.1(d) above. MS shall convey to FF good and valid title to the FF81 Products, free
                                            and clear of all liens and other security interests.



 


		(f)	Packaging.
                                            Unless otherwise agreed by the Parties, FF shall have sole responsibility for packaging the
                                            FF81 Products. MS shall not be liable for any damage to or loss of the FF81 Products during
                                            transit after delivery occurs hereunder.



 


		(g)	Time
                                            is of Essence. TIME IS OF ESSENCE AS TO DELIVERY OF FF81 PRODUCTS.



 






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		(h)	Anticipated
                                            Delay in Delivery. If, after accepting (or being deemed to have accepted) a Product Purchase
                                            Order, MS anticipates that it will be unable to meet the delivery schedule for part or all
                                            of the units of the FF81 Products that are subject to such Product Purchase Order, it shall
                                            immediately notify FF in writing, which such notice shall set forth the anticipated delivery
                                            dates, provided that such notice shall not release MS from its liabilities hereunder for
                                            any related non-performance or breach of this Agreement and shall not require FF to accept
                                            any late delivery or waive any of its rights or remedies with respect thereto. Upon receipt
                                            of the foregoing notice by MS of the anticipated delay and without limiting any rights and
                                            remedies available to FF for such delayed delivery, if such delayed delivery constitutes
                                            a breach of this Agreement by MS and not due to an Excusable Delay, FF may at its election:
                                            (i) cancel the Product Purchase Order, in whole or in part, in its sole discretion, or (ii)
                                            accept the revised delivery schedule as proposed by MS. Such election shall not limit the
                                            other remedies to which FF may be entitled under this Agreement, at law or in equity.



 


		7.2.	Freight
                                            Charges. FF shall be responsible for all Freight Charges after delivery of the FF81 Products
                                            in accordance Section 7.1(d).



 


		7.3.	Export
                                            Clearance Responsibilities. MS shall reasonably cooperate with FF and FF’s designated
                                            freight forwarder or carrier related to the export of the FF81 Products.



 


		7.4.	Expedited
                                            Shipments. If FF requires expedited delivery of FF81 Products under any Product Purchase
                                            Order for any reason other than a breach by MS of its delivery obligation hereunder
                                            and such expedited delivery is accepted by MS, FF shall pay expedited shipping costs and
                                            expenses. If the expedited delivery is required because MS is delayed in manufacturing or
                                            delivering the FF81 Products or otherwise, in each case as a result of MS’s failure
                                            to comply with this Agreement (other than due to any Force Majeure Event, including Excusable
                                            Delay), MS shall pay the amount by which the expedited shipment costs and expenses exceed
                                            the shipment costs and expenses FF would otherwise have paid.



 


		7.5.	Inventory
                                            Held by MS. Until delivery by MS of the FF81 Products in accordance with Section 7.1(d),
                                            MS shall hold or maintain possession, custody and control of any FF81 Products that are manufactured
                                            by MS and sold to FF hereunder.



 


		7.6.	Inspection;
                                            Acceptance and Rejection of FF81 Products; Remedies for Non-Conformity.



 


		(a)	Inspection.



 


		(i)	FF81
                                            Products (and MS Supplied Parts) are subject to FF’s inspection and approval or rejection.
                                            FF shall have a reasonable period of time, but not more than [***] following delivery of
                                            the FF81 Products in accordance with this Agreement and FF’s receipt of notice from
                                            MS that the FF81 Products have been delivered in accordance with Section 7.1(d) and are ready
                                            for inspection (the “FF Inspection Period”), to inspect (or have a third
                                            party inspect) in whole or part, any and all FF81 Products delivered. FF may also inspect
                                            (or have a third party inspect) in whole or part the FF81 Products at the Gunsan Plant at
                                            any time during normal business hours with prior written notice at least three (3) Business
                                            Days before the proposed date of inspection.



 


		(ii)	If
                                            FF discovers any defects or nonconformities in the FF81 Product during such inspections and
                                            such defects or nonconformities constitute a breach by MS of this Agreement, then MS shall
                                            be responsible for all costs and expenses incurred by the Parties for implementing the corrective
                                            actions. If such defects or nonconformities constitute a breach by FF of this Agreement,
                                            then FF shall be responsible for all costs and expenses incurred by the Parties for implementing
                                            any corrective actions.



 






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		(iii)	Any
                                            such inspection shall be solely discretionary by FF and shall not relieve MS of any of its
                                            obligations and liabilities with respect to the FF81 Products or otherwise under this Agreement.
                                            FF shall indemnify and hold MS harmless from any and all Losses incurred by MS arising as
                                            a result of FF’s (or any third party inspector hired by FF) conduct of its inspection.
                                            Any third party inspector, contractors or representatives of FF entering into MS’s
                                            facility to conduct any such inspection shall be bound by confidentiality provisions substantially
                                            similar to the provisions under this Agreement for the benefit of MS and execute a waiver
                                            of liability as reasonably agreeable to the Parties.



 


		(b)	Acceptance
                                            of FF81 Products.



 


		(i)	Prior
                                            to the end of the FF Inspection Period with respect to any FF81 Products, FF shall either
                                            (A) deliver to MS a written acceptance of such FF81 Products or (B) in the event of any MS
                                            Non-Conformity, take such other action pursuant to Section 7.6(c) and provide written notice
                                            thereof.



 


		(ii)	Failure
                                            to timely deliver either such notice shall constitute acceptance by FF of all such FF81 Products;
                                            provided, however, that FF’s acceptance of any FF81 Products shall not
                                            be deemed to be a waiver or limitation of FF’s rights or MS’s obligations pursuant
                                            to this Agreement (or any breach thereof), including those obligations with respect to warranties
                                            and indemnifications by MS. Payment for or passage of title to FF81 Products delivered prior
                                            to FF’s inspection shall not constitute an acceptance thereof.



 


		(iii)	FF’s
                                            acceptance of any FF81 Products (even nonconforming FF81 Products) shall not be deemed to
                                            be a waiver or limitation of FF’s rights or MS’s obligations pursuant to this
                                            Agreement (or any breach thereof), including those obligations with respect to warranties
                                            and indemnifications by MS, and shall not constitute a waiver of FF’s right to reject
                                            future deliveries containing the same nonconformities as the FF81 Products accepted by FF.



 


		(c)	Non-Conforming
                                            FF81 Products; Remedies to FF. Without prejudice to FF’s other available rights
                                            and remedies, if, during the FF Inspection Period for any FF81 Products, it is determined
                                            that MS failed to deliver to FF FF81 Products that conform to the corresponding Product Purchase
                                            Order or the MS Warranty (which for the avoidance of doubt excludes any Exclusions to MS
                                            Warranty) by the Delivery Date and such failure is not cured by MS within [***] thereafter
                                            (a “MS Non-Conformity”), then:



 


		(i)	If
                                            such MS Non-Conformity is based on either shortage or over-delivery of quantities to be delivered
                                            or being delivered (each such shortage and over-delivery, the “MS Shortage”
                                            and “MS Excess”, as applicable), FF may at its election:



 


		(A)	in
                                            case of the MS Shortage (including MS’s failure to meet the Minimum Fill Rate), (x)
                                            cancel such portion of the Product Purchase Order pertaining to such MS Shortage and require
                                            MS to adjust the invoice accordingly or (y) require MS to supply such MS Shortage to FF on
                                            an expedited basis at MS’s sole cost and expense; or



 


		(B)	in
                                            case of MS Excess, (x) accept such MS Excess, (y) reject and, at MS’s sole cost and
                                            expense, return such MS Excess to MS or (z) propose to MS how to handle such MS Excess, in
                                            which event the Parties will enter into good faith discussions regarding such proposal, provided
                                            that in no event shall FF be obligated to purchase such MS Excess; it being acknowledged
                                            and agreed that, without limiting the foregoing, FF shall not be obligated to accept or pay
                                            for any MS Excess, or any storage costs, excess carrier and dock fees or other excess charges
                                            for deliveries arriving more than [***] in advance of the Delivery Date and rejected by FF;
                                            or



 






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		(ii)	If
                                            such MS Non-Conformity is based on product defect for which MS is responsible hereunder or
                                            nonconformity to the Basic Specifications, FF may, at its election:



 


		(A)	accept
                                            and retain such non-conforming FF81 Products; or



 


		(B)	reject
                                            such non-conforming FF81 Products and require MS, at MS’s sole cost and expense and
                                            option, to (x) replace such non-conforming FF81 Products by supplying replacement FF81 Products
                                            (for which substitution MS must assume any expense and price differential) in compliance
                                            with the Basic Specifications via expedited delivery, in which case FF shall issue a purchase
                                            order similar to the Special Order (under Section 5.11) except that MS shall be liable for
                                            all costs and expenses in supplying such replacement FF81 Products via expedited delivery,
                                            or (y) repair such FF81 Products so that they cease to be non-conforming in any respect [***].



 


All
returns of rejected FF81 Products in the foregoing paragraphs shall be at MS’s sole risk, cost, and expenses. Notwithstanding the
foregoing and any provision in this Agreement to the contrary, the rights and obligations of the Parties under this Section 7.6(c) shall
not apply to any MS Non-Conformity due to a Design & Engineering Defect or FF Manufacturing Defect, or any MS Shortage due to an
Excusable Delay.


 


		(d)	Root
                                            Cause Analysis. Within [***] following receipt by MS of written notice of such Non-Conformity
                                            from FF, MS shall conduct a root cause analysis and submit to FF a written explanation of
                                            the root cause and all corrective actions implemented (or to be implemented) by MS to prevent
                                            reoccurrence of the same or similar MS Non-Conformity.



 


		(e)	Dispute
                                            Concerning Non-Conformity. In the case of a Dispute between the Parties regarding any
                                            MS Non-Conformity, the Parties shall first conduct a joint investigation to determine the
                                            cause of such MS Non-Conformity. If the Parties cannot agree on the cause of such MS Non-Conformity
                                            after commencement of the joint investigation, then any Dispute arising in connection therewith
                                            shall then be resolved in accordance with the dispute resolution procedures set forth in
                                            Section 21.4 of this Agreement.



 


		8.	PRICE;
PAYMENT TERMS



 


		8.1.	Pricing;
                                            Adjustments; Taxes.



 


		(a)	Pricing.
                                            The prices for the FF81 Products and FF Supplied Parts shall be calculated on a yearly basis
                                            in accordance with the pricing calculations set forth in Annex 32 and shall take into
                                            account any cost savings achieved by the Parties under Section 8.1(d) (as such prices may
                                            be adjusted under Annex 32 and this Section 8, the “Prices”).



 


		(b)	Initial
                                            Prices. The Initial Prices are set forth on Schedule 5.2 and reflect the calculation
                                            of the Prices as of the Effective Date and shall be reviewed and adjusted by the Parties
                                            not later than [***] prior to SOP Korea.



 


		(c)	Price
                                            Adjustments Based on Price Adjustment Indexes. Without limiting any other rights to adjustments
                                            in Prices as set forth in Annex 32 or this Section 8.1, not later than [***] prior
                                            to the end of the Initial Year and each Subsequent Year, the Prices for the FF81 Products
                                            for each year immediately following the Initial Year or such Subsequent Year, as applicable,
                                            shall be adjusted based on price adjustment indexes and parameters set forth in Annex
                                            32 (the “Price Adjustment Indexes”).



 






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		(d)	Price
                                            Adjustment Based on Cost Saving Initiatives for FF81 Products and FF Supplied Parts.



 


		(i)	Component
                                            Pricing Negotiations. Without limiting any other rights to adjustments in Prices as set
                                            forth in Annex 32 or this Section 8.1, during the Term, upon request by FF in writing,
                                            MS shall assist FF in component price negotiations with respect to FF Supplied Parts. Any
                                            cost savings realized with respect to the foregoing shall be allocated between the Parties
                                            based on the pro rata share of responsibilities (including funding) of the Parties with respect
                                            to such negotiations and initiatives.



 


		(ii)	Improvement
                                            in Efficiency.



 


		(A)	MS
                                            shall (x) participate in FF’s recommended cost savings, warranty reduction, and other
                                            efficiency initiatives and (y) implement its own initiatives to improve efficiencies in manufacturing
                                            of the FF81 Products.



 


		(B)	FF
                                            shall implement FF’s recommended cost savings, design changes, warranty reduction,
                                            and other efficiency initiatives to improve efficiencies in manufacturing of the FF Supplied
                                            Parts.



 


		(C)	If
                                            MS learns of a necessary change to the FF81 Products or a possible change to FF81 Products,
                                            or FF learns of a necessary change to the FF Supplied Parts or a possible change to the FF
                                            Supplied Parts, that in either such case may reduce cost, improve quality, or otherwise be
                                            beneficial to MS, FF or FF’s customers, MS or FF, as applicable, shall promptly inform
                                            the other Party in writing of any such necessary or possible change.



 


		(D)	MS
                                            shall not implement any such change to the FF81 Products without obtaining FF’s prior
                                            written approval. Any cost savings realized or achieved through participation in or implementing
                                            any such efficiency initiatives (net of the applicable Party’s actual and reasonable,
                                            documented costs to implement such cost savings) shall be, unless otherwise agreed by the
                                            Parties, allocated between the Parties based on the pro rata share of responsibilities (including
                                            funding) of the Parties with respect to such initiatives.



 


		(iii)	Unless
                                            otherwise agreed, any reduction in Prices as a result of the foregoing activities under paragraph
                                            (i) or (ii) of this Section 8.1(d) shall become effective as of the effective date as of
                                            the next succeeding updated Prices determined pursuant to Section 8.1(a), which shall be
                                            made by: (A) MS in the form of a credit to the Prices for the FF81 Products due and payable
                                            by FF under the existing Product Purchase Order or any future Product Purchase Orders or
                                            (B) FF in the form of a credit to the Prices for the FF Supplied Parts due and payable by
                                            MS under the existing Parts Purchase Order or any future Parts Purchase Orders.



 


		(e)	[***]



 


		(i)	Without
                                            limiting any other rights to adjustments in Prices as set forth in Annex 8 or this
                                            Section 8.1, during the Term, the Parties shall carry out a continuous value analysis in
                                            order to identify and implement cost reduction measures. [***]



 


[***]


 






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		(f)	Subsidies.



 


		(i)	MS
                                            shall use its commercially reasonable efforts to apply for and obtain all relevant subsidy
                                            opportunities with the relevant Governmental Authority in the Manufacturing Territory specifically
                                            for the support of carrying out its obligations under this Agreement, which such subsidy
                                            opportunities may include regional structural development assistance, grants, benefits and
                                            tax concessions. FF shall cooperate with MS in MS’s efforts to procure any such subsidies,
                                            including taking all necessary procedural steps (preparing and filing applications and licensing
                                            procedures) to obtain the subsidies and fulfilling relevant subsidy conditions.



 


		(ii)	Subject
                                            to Applicable Laws, all monetary subsidies received by MS from the Governmental Authority
                                            related solely to the FF81 Collaboration under this Agreement shall be allocated between
                                            the Parties on an equal basis.



 


		(g)	Excess
                                            Volume Credit; Shortage Volume Rebate for FF81 Products. The Parties acknowledge that
                                            the Initial Price of the FF81 Products is based on the assumption that the aggregate volume
                                            of the FF81 Products manufactured and sold by MS to FF during the first [***] from the Effective
                                            Date (the “Settlement Period”) shall be such volume set forth in Annex
                                            31 (the “Target Volume”). Accordingly, the Parties agree to compensate
                                            each other by issue a credit or rebate, as applicable, if the actual volume of the FF81 Products
                                            manufactured and sold by MS to FF (the “Actual Volume”) during the Settlement
                                            Period is greater or less than the Target Volume, as follows:



 


		(i)	if
                                            the Actual Volume is greater than the Target Volume (such difference, the “Excess”),
                                            MS shall provide to FF, and FF shall be entitled to, a credit (such amount, the “Excess
                                            Volume Credit”) determined as follows:



 


		(A)	[***]



 


		(ii)	if
                                            the Actual Volume is less than the Target Volume (such difference, the “Shortage”),
                                            FF shall compensate MS for such Shortage by paying MS a rebate (such amount, the “Shortage
                                            Volume Rebate”) determined as follows:



 


		(A)	[***]



 


		(h)	Taxes.
                                            The Prices, including any adjustments thereof, shall be exclusive of all taxes, duties, fee,
                                            charges or assessments of any nature which may be imposed upon the sale by MS or purchase
                                            by FF of the FF81 Products or upon the sale by FF or purchase by MS of the FF Supplied Parts
                                            by any Governmental Authority, and, except as may otherwise be allocated pursuant to any
                                            applicable INCOTERM set forth herein, each Party shall be solely liable for any such taxes,
                                            duties, charges or assessments that may be levied by the Governmental Authority against such
                                            Party.



 


		(i)	Antidumping,
                                            Countervailing and/or Other Imposed Duties. MS shall be responsible for, or require the
                                            applicable MS Contract Supplier to be responsible for, the payment of customs duties, taxes,
                                            and fees applicable to sourcing of all MS Supplied Parts for MS in its production of the
                                            FF81 Products. For the avoidance of doubt, this Section shall not limit the responsibilities
                                            of FF in respect to any customs duties, taxes and fees in respect to any goods ordered from
                                            MS hereunder.



 


		(j)	All-Inclusive
                                            Prices. Except as otherwise expressly set forth herein or in Schedule 5.2, the
                                            Prices shall be all-inclusive and represent the sole and exclusive consideration to MS or
                                            to FF hereunder for the FF81 Products or FF Supplied Parts, as applicable, except for (i)
                                            any freight and insurance costs for which a Party is responsible hereunder or under Schedule
                                            5.2 (collectively, “Freight Charges”), if any, and (ii) certain taxes
                                            which may be assessed on the Prices for which a Party is responsible hereunder. FF shall
                                            not be billed for, nor shall FF have any obligation to pay, any charge or amount not specifically
                                            authorized in FF’s duly issued Product Purchase Order in accordance herewith. MS shall
                                            not be billed for, nor shall MS have any obligation to pay, any charge or amount not specifically
                                            authorized in MS’s duly issued Parts Purchase Order in accordance herewith. The Prices
                                            for the FF81 Products and FF Supplied Parts shall be inclusive of all warranty costs related
                                            to such FF81 Products and FF Supplied Parts, respectively. Notwithstanding the foregoing,
                                            all Prices for FF81 Products and FF Supplied Parts, together with the Parties’ rights
                                            and obligations in respect to shipping and delivery as well as tax, duty and other costs
                                            shall at all times be subject to applicable INCOTERMS set forth in this Agreement.



 






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		8.2.	Invoices;
                                            Payment Terms for FF81 Products, MS Supplied Parts (in the case of Special Orders), and FF
                                            Supplied Parts. The following terms shall apply in respect to invoicing and payment for
                                            the FF81 Products and MS Supplied Parts (in the case of Special Orders) sold by MS to FF
                                            and FF Supplied Parts sold by FF to MS:



 


		(a)	Currency.
                                            All Prices under this Agreement shall be calculated, quoted and paid in U.S. dollars (USD).
                                            As part of the annual Price adjustments under Section 8.1(c) and in order to minimize risks
                                            associated with the currency exchange rate fluctuations, the Parties agree as follows:



 


		(i)	In
                                            respect to the Price for the FF81 Products and FF Supplied Parts, if at any time during the
                                            Term, the Current Rate differs from the Base Rate by [***] or more, then the Parties shall
                                            discuss in good faith and agree to an adjustment to the Price and related terms as part of
                                            the annual adjustment of the Price under Section 8.1(c).



 


		(ii)	“Current
                                            Rate” means, as used at any particular date, the average of the telegraphic
                                            transfer buying (the “TTB”) rate quoted by a reputable financial institution
                                            as agreed to by the Parties at the final rate of the U.S. dollar (USD) against Korean won
                                            (KRW), described as the total amount of U.S. dollars per one thousand one hundred (1100)
                                            Korean won, during each of the six (6) calendar months immediately preceding such date.   



 


		(iii)	“Base
                                            Rate” means, as used at any particular date, the currency exchange rate of the
                                            U.S. dollar (USD) against Korean won (KRW), described as the total amount of U.S. dollars
                                            per one thousand one hundred (1100) Korean won, used by the Parties in determining the then
                                            existing Price (whether the Initial FF Price or the Price as adjusted pursuant to this Section
                                            and Section 8.1(c)).    



 


		(b)	MS
                                            Invoicing for FF81 Products (and MS Supplied Parts, in the case of Special Orders). Upon
                                            acceptance (or deemed acceptance) by FF of the FF81 Products pursuant to Section 7.6(b),
                                            MS shall issue an invoice to FF for such FF81 Products containing the following information
                                            (each, an “MS Invoice”): (i) the number, description and quantity of FF81
                                            Products ordered; (ii) the quantity of FF81 Products delivered by FF81 Product number; (iii)
                                            the Product Purchase Order number, (iv) the Price for each FF81 Product; and (v) the total
                                            Price for the FF81 Products. The Parties shall use their commercially reasonable efforts
                                            to promptly resolve any Dispute arising in connection with any MS Invoice. In case any MS
                                            Supplied Parts shall be ordered as Special Orders under Section 5.11, the foregoing terms
                                            on invoice shall apply to such orders, in which event the term MS Invoice shall include the
                                            terms of payment due by FF to MS under such Special Orders.



 


		(c)	FF
                                            Invoicing for FF Supplied Parts. At the time the FF Supplied Parts are delivered and
                                            have been accepted by MS pursuant to Sections 9.9(d) and 9.10(b), respectively, FF shall
                                            issue an invoice to MS for such FF Supplied Parts containing the following information (each,
                                            an “FF Invoice”): (i) the number, description and quantity of FF Supplied
                                            Parts ordered; (ii) the quantity of FF Supplied Parts delivered by FF Supplied Parts number;
                                            (iii) the Parts Purchase Order number, (iv) the Price for each FF Supplied Parts; and (v)
                                            the total Price for the FF Supplied Parts. The Parties shall use their commercially reasonable
                                            efforts to promptly resolve any Dispute arising in connection with any FF Invoice.



 






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		(d)	Payment
                                            for FF81 Products, MS Supplied Parts and FF Supplied Parts. Subject to the terms and
                                            conditions contained herein, all payments of the Prices, as accurately reflected on a properly
                                            submitted Invoice hereunder (less any applicable discounts or offsets), for each conforming
                                            FF81 Product, MS Supplied Parts or FF Supplied Part shall be made as follows:



 


		(A)	if
                                            payment of Prices for the FF81 Products, [***].



 


		(B)	if
                                            payment of Prices for the MS Supplied Parts, [***].



 


		(C)	if
                                            payment of Prices for the FF Supplied Parts, [***].



 


All
payments for PSI and any planning and startup cost will be paid in accordance with the payment schedule set out in Annex 47.


 


		(e)	Set-off.
                                            Either Party (the “Offsetting Party”) may offset (the “Offset”)
                                            any amount due the Offsetting Party from the other Party (the “Non-Offsetting Party”)
                                            against any amount due the Non-Offsetting Party by the Offsetting Party, provided
                                            that the Offsetting Party shall, prior to such Offset, provide the Non-Offsetting Party written
                                            notice setting forth the reasons for such Offset. If the Non-Offsetting Party objects to
                                            such Offset, it shall deliver to the Offsetting Party a written explanation detailing its
                                            reasons for refusing such Offset not later than thirty (30) days following the receipt by
                                            Non-Offsetting Party of such notice, in which event the Parties shall enter into good faith
                                            discussions on the validity of such Offset and no such Offset shall be allowed until agreed
                                            to between the Parties.



 


		9.	SUPPLY,
                                            PROCUREMENT AND SOURCING OF PARTS



 


		9.1.	Nominated
                                            Suppliers.



 


		[***]	



 


		(c)	MS
                                            Contract Supplier Parts. Unless otherwise mutually agreed by MS and FF, MS shall issue
                                            purchase orders to each MS Contract Supplier for the FF81 Parts and services required from
                                            such MS Contract Supplier (the “MS Contract Supplier Parts”) and shall
                                            pay all costs and expenses directly to such MS Contract Supplier. MS shall defend, indemnify
                                            and hold the FF Indemnitees harmless from all claims (the “MS Contract Supplier
                                            Claims”) arising out of its violation of any MS-NS Agreement or any of its dealings
                                            with any MS Contract Supplier, including its failure to pay the amounts owed to any MS Contract
                                            Supplier, except to the extent such MS Contract Supplier Claims are attributable to an Excusable
                                            Delay by FF. Nomination by FF of a MS Contract Supplier does not relieve MS of any of its
                                            obligations under this Agreement.



 


		(d)	FF
                                            Contract Suppliers. FF may contract directly with any third party (including Affiliates
                                            of MS or FF) for the purchase and supply of FF Supplied Parts (each such third party, a “FF
                                            Contract Supplier” and each contract between FF and a FF Contract Supplier, a “FF
                                            Contract Supplier Agreement”). FF shall have the sole and exclusive right and authority
                                            to negotiate and enforce the terms and conditions of each FF Contract Supplier Agreement
                                            directly with each FF Contract Supplier. Unless otherwise mutually agreed by MS and FF, FF
                                            shall issue purchase orders to each FF Contract Supplier for the FF81 Parts and services
                                            required from such FF Contract Supplier (the “FF Contract Supplier Parts”)
                                            and shall pay all costs and expenses directly to such FF Contract Supplier. FF shall defend,
                                            indemnify and hold the MS Indemnitees harmless from all claims (the “FF Contract
                                            Supplier Claims”) arising out of its violation of any FF-NS Joinder Agreement or
                                            any of its dealings with any FF Contract Supplier, including its failure to pay the amounts
                                            owed to any FF Contract Supplier, except to the extent that such FF Contract Supplier Claims
                                            are attributable to the fault of MS or any of its Affiliates.



 






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		(e)	Parts
                                            Development. FF shall (i) pay directly (if so requested by MS Contract Supplier and agreed
                                            by FF), or (ii) reimburse MS (A) directly or (B) indirectly as part of the FF81 Product Price
                                            if allocated as part of such Price, for the actual and documented costs of development of
                                            any FF81 Parts (including the cost of development of any Tooling related to such FF81 Parts)
                                            incurred by MS or any MS Contract Supplier, if and to the extent such development and the
                                            costs thereof are specifically approved in writing in advance by FF.



 


		9.2.	Supply,
                                            Procurement, Sourcing and Delivery of FF81 Parts.



 


		(a)	MS
                                            Supplied Parts. Notwithstanding any FF-NS Joinder Agreement, MS shall (i) be responsible
                                            for the sourcing of all MS Supplied Parts and (ii) upon written request by FF, provide a
                                            true and complete listing of all MS Supplied Parts and (iii) be solely responsible for the
                                            quality, warranties and defects related to such MS Supplied Parts other than any Design &
                                            Engineering Defect of such MS Supplied Parts. At any time upon reasonable notice to MS, FF
                                            may change any such MS Supplied Parts to FF Supplied Parts if FF reasonably determines the
                                            same to be necessary or desirable.



 


		(b)	FF
                                            Supplied Parts. FF shall (i) be responsible for the sourcing of all FF Supplied Parts,
                                            (ii) upon written request by MS, provide a true and complete listing of all FF Supplied Parts
                                            and (iii) be solely responsible for the quality, warranties and defects related to such FF
                                            Supplied Parts.



 


		(c)	Delivery.
                                            Except as otherwise set forth in this Agreement, the FF INC. IPC and Logistics Requirements
                                            contained in Annex 15 shall (i) apply to the delivery of FF81 Parts and the provision
                                            of any other services and (ii) be finalized prior to SOP Korea consistent with the terms
                                            of this Agreement. In case of conflict between the terms set forth in Annex 15 and
                                            this Agreement, the terms in this Agreement shall control and prevail in all instances.



 


		9.3.	Parts
                                            Purchase Orders for FF Supplied Parts.



 


		(a)	Schedule.
                                            During the month in which the Product Purchase Order placed by FF is accepted by MS, MS shall
                                            place a purchase order with FF for the FF Supplied Parts to be used for the manufacture of
                                            the FF81 Products included in such Product Purchase Order (each such purchase order, a “Parts
                                            Purchase Order”) in accordance with Schedule 9.3(a).



 


		(b)	Form.
                                            Each Parts Purchase Order for the FF Supplied Parts shall specify: (i) the quantity of the
                                            units of the FF Supplied Parts ordered, (ii) the price of each unit of the FF Supplied Parts
                                            ordered, and (iii) delivery terms (including the scheduled delivery date and location), in
                                            form substantially similar to the form described in Schedule 9.3(b) (Form of
                                            Parts Purchase Order). The Parts Purchase Orders shall be in electronic form and submitted
                                            via EDI.



 


		9.4.	MS
                                            Deviation; Adjustment of Parts Purchase Orders.



 


		(a)	MS
                                            Deviation. The aggregate number of the units of the FF Supplied Parts under a Parts Purchase
                                            Order for the FF81 Products for a given month may deviate from the corresponding month in
                                            the Production Plan (the “MS Deviation”) so long as such MS Deviation
                                            is (i) a decrease in the quantity ordered by less than or equal to the Deviation
                                            Percentage, (ii) an increase in the quantity ordered by less than or equal to
                                            the Deviation Percentage, or (iii) agreed to by FF, such agreement not to be unreasonably
                                            withheld, conditioned or delayed.



 


		(b)	MS
                                            Deviation Adjustment. If MS deems that (i) the MS Deviation for a given month is likely
                                            to be (A) an increase and (B) greater than the Deviation Percentage or (ii) such MS Deviation
                                            is not otherwise authorized hereunder, it shall promptly inform FF thereof in writing prior
                                            to issuing the Parts Purchase Order for such month. If such MS Deviation is agreeable to
                                            FF, MS shall issue a Parts Purchase Order based on such MS Deviation, which shall then be
                                            deemed accepted by FF. If such MS Deviation is not acceptable to FF, then the Parties shall
                                            discuss in good faith and use commercially reasonable efforts to agree to alternative arrangements,
                                            including capacity allocations, provided that the foregoing shall not limit FF’s right
                                            to reject the unpermitted MS Deviation portion of the Parts Purchase Order based on Non-Conformity
                                            to the corresponding Production Plan.



 






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		(c)	Parts
                                            Order Adjustment. From time to time during the Term, MS may adjust or modify any existing
                                            Parts Purchase Order for a given month, which may result in the increase or decrease in the
                                            aggregate number of units of FF Supplied Parts to be purchased by MS from FF during the corresponding
                                            forecasted month as indicated in the corresponding Production Plan (such excess or shortfall,
                                            the “Parts Order Adjustment”) by issuing a written notice to FF thereof
                                            prior to: (i) if the adjustment requires an increase in the quantity ordered, [***] prior
                                            to the scheduled delivery date, and (ii) if the adjustment requires a decrease in the quantity
                                            ordered, MS’s receipt of the confirmation setting forth FF’s acceptance of the
                                            Parts Purchase Order so long as, in either such case, any deviation in the aggregate number
                                            of the units of the FF Supplied Parts under such Parts Purchase Order, after incorporating
                                            such Parts Order Adjustment from the corresponding forecasted month in the Production Plan
                                            is (A) less than or equal to the Deviation Percentage, or (B) agreed to by FF.



 


		9.5.	Acceptance
                                            of Parts Purchase Orders.



 


		(a)	Confirmation.
                                            Each Parts Purchase Order shall be deemed accepted by FF upon issuance by MS of such Parts
                                            Purchase Order to FF so long as such Parts Purchase Order is consistent with the corresponding
                                            Product Purchase Order. Without limiting the foregoing, FF shall acknowledge the receipt
                                            of each Parts Purchase Order and confirm its acceptance or rejection within [***] following
                                            its receipt thereof. For the avoidance of doubt, FF shall not be entitled to reject any Parts
                                            Purchase Orders that is consistent with the terms of this Agreement.



 


		(b)	If
                                            FF is unable to supply or otherwise fulfill any (or all) of the FF Supplied Parts for a given
                                            month for any reason (including as a result of a Force Majeure Event), then, without prejudice
                                            to all rights and remedies available to MS in respect thereto, the Parties shall discuss
                                            in good faith the supply of such parts by a MS or MS Contract Supplier or cancellation of
                                            such Parts Purchase Order and the corresponding Product Purchase Order.



 


		(c)	Notwithstanding
                                            the foregoing and for the avoidance of doubt, in no event shall MS be liable for any delay
                                            or other failure in manufacturing and supplying any FF81 Product to FF resulting from the
                                            failure by FF or any FF Contract Supplier to supply FF Supplied Parts as ordered by MS consistent
                                            with the terms of this Agreement.



 


		9.6.	Exclusivity.



 


		(a)	FF
                                            shall be the sole and exclusive supplier of the FF Supplied Parts to MS in the Manufacturing
                                            Territory.



 


		(b)	MS
                                            shall purchase the FF Supplied Parts exclusively from FF (and/or its Affiliates) for the
                                            manufacturing and assembly of the FF81 Products for sale and distribution by FF in the applicable
                                            FF Sales Territory under the brand of FF.



 


		9.7.	Shipment
                                            and Delivery of FF Supplied Parts; Passage of Title and Risk of Loss.



 


		(a)	Delivery
                                            of FF Supplied Parts. FF shall manufacture, deliver and supply (or shall cause each third
                                            party FF Contract Supplier to manufacture, deliver and supply) to MS the FF Supplied Parts
                                            in accordance with the corresponding Parts Purchase Orders submitted in accordance with the
                                            terms of this Agreement.



 






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		(b)	Minimum
                                            Monthly Fill Rate. FF shall achieve each month during the Term an Actual Parts Fill Rate
                                            equal to or greater than [***] (the “Minimum Parts Fill Rate”). FF shall
                                            calculate and report to MS, on a monthly basis, the Actual Parts Fill Rate.



 


		(c)	Effect
                                            of Default. [***].



 


		(d)	INCOTERMS.
                                            All prices are stated and all FF Supplied Parts purchased hereunder shall be delivered in
                                            accordance with INCOTERMS DDP (Gunsan Plant).



 


		(e)	Packaging.
                                            FF shall package (or shall cause each FF Contract Supplier package) the FF Supplied Parts
                                            to prevent dampness, rust, moisture, erosion and shock, and in a manner that shall be suitable
                                            for multiple transportation modes. FF shall be liable for any damage to or loss of the FF
                                            Supplied Parts attributable to inadequate or improper packing.



 


		(f)	Passage
                                            of Title; Risk of Loss. Title to the FF Supplied Parts shall transfer from FF to MS at
                                            the same time as risk of loss transfers from FF to MS in accordance with the INCOTERM set
                                            forth in Section 9.7(d) above.



 


		(g)	Time
                                            is of Essence. TIME IS OF THE ESSENCE AS TO DELIVERY OF FF SUPPLIED PARTS.



 


		(h)	Anticipated
                                            Delay in Delivery. If, after accepting (or being deemed to have accepted) a Parts Purchase
                                            Order, FF anticipates that it will likely to be unable to meet the delivery schedule for
                                            part or all of the units of the FF Supplied Parts that are subject to any Parts Purchase
                                            Order, it shall immediately notify MS in writing, which such notice shall set forth the anticipated
                                            delivery dates, provided that such notice shall not release FF from its liabilities any related
                                            breach of this Agreement and shall not require MS to accept any late delivery or waive any
                                            of its rights or remedies with respect thereto. Upon receipt of the foregoing notice by FF
                                            of the anticipated delay and without limiting any rights and remedies available to MS for
                                            such delayed delivery, MS may at its election: (i) cancel the Parts Purchase Order, in whole
                                            or in part, in its sole discretion, or (ii) accept the revised delivery schedule as proposed
                                            by FF. Such election shall not limit the other remedies to which MS may be entitled under
                                            this Agreement, at law or in equity.



 


		9.8.	[***]



 


		9.9.	Supply
                                            of FF Supplied Parts for Special Reasons.



 


		(a)	Special
                                            Parts Order. In the event MS requires any number of any FF Supplied Parts due to special
                                            reasons that are not the fault of FF, including damage to any FF Supplied Parts after the
                                            delivery, MS shall issue to FF a separate order (each, a “Special Parts Order”),
                                            which such Special Parts Order shall set forth: (i) the description of such FF Supplied Parts,
                                            (ii) quantity ordered, and (iii) terms of delivery, including required delivery date and
                                            delivery location, in form substantially similar to the form described in Schedule
                                            9.5(B) (Form of Parts Purchase Order) or in such other form as may be agreed between
                                            the Parties. The Special Parts Order shall be in electronic form submitted via EDI.



 


		(b)	Allocation
                                            of Cost. The cost for such Special Parts Order (including the price of such FF Supplied
                                            Parts and the cost of delivery) shall be borne by MS.



 


		(c)	Acceptance
                                            and Rejection of Special Parts Order; Confirmation.



 


		(i)	Confirmation.
                                            FF shall issue a confirmation in respect to each Special Parts Order issued hereunder within
                                            two (2) Business Days following its receipt thereof. Each such confirmation shall (A) reference
                                            the applicable Special Parts Order number and (B) confirm acceptance or, subject to other
                                            terms of this Agreement, rejection of the Special Parts Order and (C) set forth, in the case
                                            of acceptance, the effective date of acceptance, and in the case of rejection, the basis
                                            for such rejection.



 






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		(ii)	Acceptance
                                            of Special Parts Order. If FF fails to issue a confirmation for a Special Parts Order
                                            within the time set forth above or otherwise commences performance under such Special Parts
                                            Order, FF shall be deemed to have accepted such Special Parts Order.



 


		(iii)	Notwithstanding
                                            the foregoing and for the avoidance of doubt, in no event shall FF be obligated to accept
                                            any Special Parts Order or otherwise supply to MS such FF Supplied Parts that are subject
                                            of the Special Parts Order unless and until it has accepted or deemed to have accepted such
                                            Special Parts Order.



 


		(d)	Shipping
                                            and Delivery. All Special Parts Orders for the FF Supplied Parts shall be delivered by
                                            INCOTERMS DDP (Gunsan Plant).



 


		10.	REPRESENTATIONS;
WARRANTIES; COVENANTS; PRODUCT WARRANTY



 


		10.1.	Mutual
                                            Representations, Warranties and Covenants. Each Party represents, warrants and covenants
                                            to the other Party that:



 


		(a)	it
                                            has the requisite power, authority and authorization to enter into this Agreement and carry
                                            out the terms hereof;



 


		(b)	the
                                            person signing this Agreement on behalf of such Party has the requisite corporate authority
                                            to do so;



 


		(c)	the
                                            execution, delivery and performance of this Agreement by such Party are not prohibited or
                                            impaired by any judgment or other agreement to which such Party is a party or by which it
                                            is bound;



 


		(d)	it
                                            has, and throughout the Term, will retain the right, power, and authority to grant the rights
                                            hereunder to its Intellectual Property Rights pursuant to the terms of this Agreement and
                                            is not currently aware of any risk or allegation of infringement of its Intellectual Property
                                            Rights;



 


		(e)	it
                                            has not granted and will not grant any licenses or other contingent or non-contingent right,
                                            title, or interest under or relating to the Intellectual Property Rights that will conflict
                                            with its obligations under this Agreement; and



 


		(f)	it
                                            is in compliance with, and shall at all times comply with, all Applicable Laws pertaining
                                            to: (i) in the case of FF, all of FF’s activities and performances of its obligations
                                            hereunder and (ii) in the case of MS, the manufacture of the FF81 Products in the Manufacturing
                                            Territory and all of MS’s activities and performances of its obligations hereunder.



 


		10.2.	FF
                                            Representations, Warranties and Covenants; Product Warranty.



 


		(a)	FF
                                            Representations, Warranties and Covenants. FF represents, warrants and covenants to MS
                                            that:



 


		(i)	FF
                                            has and will have the right to accept and purchase all FF81 Products to be supplied pursuant
                                            to a Product Purchase Order;



 


		(ii)	it
                                            has and will have ownership rights necessary to convey good and marketable title to all FF
                                            Supplied Parts, free and clear of all liens, encumbrances, security interests or other claims
                                            at the time of its delivery pursuant to the terms of this Agreement (other than any liens,
                                            encumbrances, security interests or other claims created by or through MS);



 






    Page 45






     


    

 


		(iii)	it
                                            has the full right, power, and authority (by ownership, license, or otherwise) to use any
                                            and all FF Background IPR, FF Owned Improvements developed or created by FF, and Process
                                            New Technology or Other New Technology developed or created by FF, and licenses granted herein
                                            by FF and use of any of the foregoing by MS pursuant to this Agreement shall not infringe
                                            upon, violate or misappropriate the Intellectual Property Rights of any Person; and



 


		(iv)	each
                                            FF Supplied Part will be free and clear of all liens, encumbrances, security interests or
                                            other claims at the time of its delivery pursuant to the terms of this Agreement (other than
                                            any liens, encumbrances, security interests or other claims created by or through FF).



 


		(b)	FF
                                            Product Warranty. FF warrants to MS, for the applicable FF Warranty Period (as defined
                                            below), that each of FF Supplied Part shall at the time of delivery hereunder (each, a “FF
                                            Warranty”):



 


		(i)	Each
                                            FF Supplied Part shall at the time of delivery hereunder:



 


		(A)	be
                                            new;



 


		(B)	conform,
                                            in all respects, to the Basic Specifications;



 


		(C)	conform,
                                            in all respects to FF’s Quality Standards;



 


		(D)	be
                                            free from any FF Manufacturing Defect, or Design & Engineering Defects by FF or any FF
                                            Contract Supplier;



 


		(E)	be
                                            in good, usable and merchantable condition; and



 


		(F)	have
                                            been handled properly up to the time of acceptance by MS or its authorized representative
                                            or designated agent;



 


		(c)	Survival.
                                            The foregoing representations and warranties shall survive and not be impacted by FF’s
                                            delivery of any FF Supplied Part, MS’s receipt, inspection or acceptance of any FF
                                            Supplied Part or the manufacture and assembly of the FF81 Products from the FF Supplied Parts
                                            in accordance with this Agreement.



 


		(d)	Pass
                                            Through. Notwithstanding the foregoing or any provision of this Agreement to the contrary,
                                            to the extent that any warranty, guarantee or other protection in respect of any FF Supplied
                                            Part has been or is made available to FF, FF shall, to the fullest extent that it is able,
                                            pass on the benefit of such warranty, guarantee or protection to MS.



 


		(e)	Exclusions.
                                            Notwithstanding the foregoing or any provision of this Agreement to the contrary, FF makes
                                            no, and hereby disclaims any, representations or warranties and shall not be liable for,
                                            and FF Warranties shall not apply to, any defect in the FF81 Supplied Parts:



 


		[***]	



 


(each
of the foregoing events, an “Exclusion from FF Warranty”).


 


		(f)	Warranty
                                            Period. “FF Warranty Period” shall be from the date of delivery of
                                            the FF Supplied Parts to MS and continue until delivery of the FF81 Products by MS to FF.



 






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		10.3.	MS
                                            Representations, Warranties and Covenants; Product Warranty.



 


		(a)	MS
                                            Representations, Warranties and Covenants. MS represents, warrants and covenants to FF
                                            that:



 


		(i)	it
                                            is and at all times during the Term shall be in possession of all Approvals necessary to
                                            manufacture, render, process, package, deliver and sell to FF the FF81 Products; and MS has
                                            and will have the right to render, sell and deliver all FF81 Products to be supplied pursuant
                                            to a Product Purchase Order; and



 


		(ii)	it
                                            has and will have ownership rights necessary to convey good and marketable title to all FF81
                                            Product, free and clear of all liens, encumbrances, security interests or other claims at
                                            the time of its delivery pursuant to the terms of this Agreement (other than any liens, encumbrances,
                                            security interests or other claims created by or through FF);



 


		(iii)	it
                                            has the full right, power, and authority (by ownership, license, or otherwise) to use any
                                            and all MS Background IPR, any MS Owned Improvements developed or created by MS, and any
                                            Process New Technology or Other New Technology developed or created by MS, and licenses granted
                                            herein by MS and use of any of the foregoing by FF pursuant to this Agreement shall not infringe
                                            upon, violate or misappropriate the Intellectual Property Rights of any Person; and



 


		(iv)	each
                                            of the FF81 Product and MS Supplied Parts, at the time of delivery to FF, will be free and
                                            clear of all liens, encumbrances, security interests or other claims (other than any liens,
                                            encumbrances, security interests or other claims created by or through FF).



 


		(b)	MS
                                            Product Warranty. MS warrants to FF, for the applicable MS Warranty Period (as defined
                                            below), that each of the FF81 Product and MS Supplied Parts shall at the time of delivery
                                            hereunder:



 


		(i)	be
                                            new;



 


		(ii)	conform,
                                            in all respects, to the Basic Specifications;



 


		(iii)	conform,
                                            in all respects, to FF’s Quality Standards;



 


		(iv)	be
                                            free from MS Manufacturing Defects;



 


		(v)	be
                                            in good, usable and merchantable condition; and



 


		(vi)	have
                                            been handled and installed properly up to the time of delivery to FF or its authorized representative
                                            or designated agent.



 


Each
of the warranties in this Section 10.3(b) is referred to herein as “MS Warranty”.


 


		(c)	Survival.
                                            The foregoing representations and warranties shall survive and not be impacted by MS’s
                                            delivery of any FF81 Product or FF’s receipt, inspection or acceptance of any FF81
                                            Product in accordance with this Agreement.



 


		(d)	Exclusions;
                                            Pass Through. Notwithstanding the foregoing or any provision of this Agreement to the
                                            contrary:



 


		(i)	MS
                                            makes no, and hereby disclaims any, representations or warranties and shall not be liable
                                            for, and MS Warranties shall not apply to, any defect in the FF81 Products or MS Supplied
                                            Parts:



 


[***]


 


(each
of the foregoing events, an “Exclusion from MS Warranty”); and


 






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		(ii)	to
                                            the extent that any warranty, guarantee or other protection in respect of any FF81 Product
                                            has been or is made available to MS, MS shall, to the fullest extent that it is able, pass
                                            on the benefit of such warranty, guarantee or protection to FF. If, through commercially
                                            reasonable efforts, MS is unable to pass the benefit of such warranty, guarantee or protections
                                            to FF, in each instance, MS shall give FF prompt notice thereof and provide all reasonable
                                            cooperation as requested by FF such that FF may enter into a FF-NS Joinder Agreement.



 


		(e)	“MS
                                            Warranty Period” shall mean, as applicable:



 


		[***]	



 


		(f)	[***]



 


		(g)	Non-Exclusive
                                            Warranty; Authorized Purchasers. MS agrees that the MS Warranty extends to all FF81 Products
                                            (other than FF Supplied Parts), and that such warranties shall not be disclaimed or otherwise
                                            limited in any way due to the fact that any FF81 Products have been produced in whole or
                                            in part by one or more of MS’s own suppliers (regardless of status as a Nominated Supplier).
                                            The MS Warranty is in addition to, and shall not be construed as restricting or limiting,
                                            any warranties or remedies of FF, in either case express or implied, provided by Applicable
                                            Law. The MS Warranty is fully transferrable and assignable to FF’s customers and any
                                            other direct purchaser or consumer of any FF81 Product, including FF’s accounts, Affiliates
                                            and subsidiaries (collectively, the “Authorized Purchasers”). Any attempt
                                            by MS to limit, disclaim or restrict the MS Warranty shall be null and void.



 


		10.4.	FF
                                            Remedies for Breach of MS Warranty.



 


		(a)	Notice
                                            of Breach. In the event that MS breaches a MS Warranty (and such breach is not due to
                                            any Exclusion from MS Warranty), FF shall notify MS in writing, which such notice shall include
                                            a statement describing in reasonable detail such breach of MS Warranty.



 


		(b)	Joint
                                            Investigation; Dispute. Within ten (10) Business Days following receipt by MS of written
                                            notice under paragraph (a) above, the Parties shall conduct a joint investigation to determine
                                            the validity of such breach. If the Parties cannot agree on the validity of such breach after
                                            commencement of the joint investigation, then any Dispute arising in connection therewith
                                            shall then be resolved in accordance with the dispute resolution procedures set forth in
                                            Section 21.4 of this Agreement.



 


		(c)	Remedies.
                                            If a breach by MS of a MS Warranty has occurred, then FF, in its reasonable discretion based
                                            on the nature of such breach, may, [***].



 


		10.5.	MS
                                            Remedies for Breach of FF Warranty.



 


		(a)	Notice
                                            of Breach. In the event that FF breaches a FF Warranty (and such breach is not due to
                                            any Exclusion from FF Warranty), MS shall notify FF in writing, which such notice shall include
                                            a statement describing in reasonable detail such breach of FF Warranty.



 


		(b)	Joint
                                            Investigation; Dispute. Within ten (10) Business Days following receipt by FF of written
                                            notice under paragraph (a) above, the Parties shall conduct a joint investigation to determine
                                            the validity of such breach. If the Parties cannot agree on the validity of such breach after
                                            commencement of the joint investigation, then any Dispute arising in connection therewith
                                            shall then be resolved in accordance with the dispute resolution procedures set forth in
                                            Section 21.4 of this Agreement.



 


		(c)	Remedies.
                                            Notwithstanding the foregoing or any provision of this Agreement to the contrary, if a breach
                                            by FF of a FF Warranty has occurred, then [***].



 






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		10.6.	Third
                                            Party Products.



 


		(a)	MS
                                            shall secure and administer for FF any and all necessary sublicenses or direct licenses for
                                            the third party software, hardware, components, parts, equipment and other products used
                                            or contained within any MS Supplied Parts and assembled into the FF81 Products provided hereunder
                                            (“MS Third Party Products”).



 


		(b)	FF
                                            shall secure and administer for MS any and all necessary sublicenses or direct licenses for
                                            the third party software, hardware, components, parts, equipment and other products used
                                            or contained within any FF Supplied Parts and assembled into the FF81 Products provided hereunder
                                            (“FF Third Party Products”).



 


		(c)	Notwithstanding
                                            the terms of the Third Party Products license or purchase agreements, (i) MS shall remain
                                            primarily liable to FF for such MS Third Party Products and all of MS’s obligations
                                            under this Agreement in respect thereto, (ii) FF shall remain primarily liable to MS for
                                            such FF Third Party Products and all of FF’s obligations under this Agreement in respect
                                            thereto, and (iii) nothing in such agreements shall increase the obligations of FF or MS
                                            or lessen or obviate any of the rights and privileges granted to FF or MS with respect to
                                            such items hereunder.



 


		10.7.	Corrective
                                            Action Plan. At the written request of (a) FF in respect to any breach by MS of Section
                                            10.3 or (b) MS in respect to any breach by FF of Section 10.2, the other Party shall provide
                                            a written corrective action plan with respect to such breach. The requesting Party shall
                                            review this plan and notify the submitting Party if the requesting Party determines the plan
                                            is insufficient. If such plan is reasonably deemed insufficient, the submitting Party shall
                                            provide either a revised corrective action plan or additional information as to why the submitting
                                            Party believes the original plan will satisfactorily address the cause for the warranty claim.
                                            The Parties will use the template for a corrective action plan found in Annex 19.
                                            Any such corrective actions by a breaching Party shall be without prejudice to all other
                                            remedies under this Agreement, at law or in equity.



 


		10.8.	Disclaimer
                                            of Other Warranties. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH
                                            IN THIS AGREEMENT, (A) NEITHER PARTY NOR ANY PERSON ON SUCH PARTY’S BEHALF HAS MADE
                                            OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, EITHER ORAL OR WRITTEN
                                            (INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE), ALL OF WHICH ARE
                                            EXPRESSLY DISCLAIMED, AND (B) EACH PARTY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION
                                            OR WARRANTY MADE BY THE OTHER PARTY, OR ANY OTHER PERSON ON THE OTHER PARTY’S BEHALF,
                                            EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT.



 


		11.	IMPROVEMENTS



 


		11.1.	Improvements
                                            to FF81 Parts, FF81 Model or FF81 Products.



 


		(a)	If
                                            any Improvement to any of the FF81 Parts, the FF81 Model, the FF81 Product or Basic Specification
                                            is required, proposed or introduced by either Party (the “Proposing Party”),
                                            including as a result of (i) any change in Basic Specification or (ii) compliance with Homologation
                                            Requirements or other Applicable Law in the FF Sales Territory or the Manufacturing Territory,
                                            or otherwise, the Proposing Party shall notify the other Party in writing (the “Notice
                                            of Improvement”) as soon as possible prior to the date on which such Improvement
                                            is proposed to be applied to such FF81 Parts, FF81 Model or FF81 Product, as applicable.



 


		(b)	Each
                                            Notice of Improvement shall include: (i) all Technical Information concerning the proposed
                                            Improvement, (ii) effective date on which such proposed Improvement shall be incorporated
                                            into such FF81 Parts, FF81 Model or FF81 Product, as applicable, together with the FF Sales
                                            Territory for such FF81 Model or FF81 Products, (iii) if such Improvement is for FF Supplied
                                            Parts or the FF81 Products, the proposed change to then current price and (iv) if available,
                                            anticipated cost of incorporating such Improvement to such FF81 Parts, the FF81 Model or
                                            the FF81 Product, as applicable.



 






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		(c)	Within
                                            thirty (30) days following the receipt of the foregoing Notice of Improvement by the other
                                            Party, the Parties shall enter into good faith discussions though the Cooperation Board regarding
                                            the terms of the proposed Improvements, including the allocation of costs to be incurred
                                            by the Parties in incorporating such Improvement, and determine whether such Improvement
                                            shall be incorporated into such FF81 Parts or FF81 Products, as applicable, and, upon agreement
                                            by the Parties on such terms, the proposed Improvement shall be undertaken and the associated
                                            costs shall be allocated as agreed between the Parties.



 


		(d)	No
                                            Improvement shall be applied to any such FF81 Parts or FF81 Products without mutual agreement
                                            between the Parties, and, if mutually agreed by the Parties, any such Improvements, shall
                                            become part of such FF81 Parts or FF81 Products, as applicable, as agreed by the Parties;
                                            [***].



 


		(e)	Without
                                            limiting the foregoing, subject to rights of the Parties under Section 15, each Party shall
                                            offer to the other Party for inclusion in the FF81 Products any Improvements owned by such
                                            Party (which shall be, in the case of MS, the MS Owned Improvements, or in the case of FF,
                                            the FF Owned Improvements) that are necessary for the FF81 Products to comply with any Applicable
                                            Law.



 


		12.	FF
SALE AND DISTRIBUTION OF FF81 PRODUCTS



 


		12.1.	FF
                                            Sales and Services Activities.



 


		(a)	As
                                            a general rule, the FF81 Products may be marketed, sold and distributed by FF in any of the
                                            FF Sales Territories (the “FF Sales and Service Activities”); provided,
                                            that FF shall be responsible for compliance with Applicable Laws in such FF Sales Territories.



 


		(b)	MS
                                            shall cooperate with FF in good faith in FF’s efforts to promote and sell the FF81
                                            Products and shall provide to FF all such assistance (the “MS Sales Support Services”)
                                            as may be reasonably required by FF in promoting the brand of FF, including the FF81 brand,
                                            carrying out the FF Sales and Services Activities or otherwise expanding the sales and distribution
                                            network in the FF Sales Territory upon the terms and conditions and for service fees described
                                            under Annex 33, which such cooperation shall be undertaken by the Parties as follows:



 


		(i)	FF
                                            shall prepare and define the details of nature and scope of the MS Sales Support Services
                                            (the “MS Service Description”);



 


		(ii)	Upon
                                            receipt of the MS Service Description, MS shall issue a quote for the service fees based
                                            on the labor cost index set forth in Annex 33 (the “MS Service Fee Quotation”);



 


		(iii)	Upon
                                            receipt of the MS Service Fee Quotation, FF shall determine if it would obtain such MS Sales
                                            Support Services from MS by issuing a written notice to MS as to its election.



 


		(iv)	If
                                            FF elects to engage MS for such MS Sales Support Services, MS shall undertake such MS Sales
                                            Support Services in accordance with the terms agreed between the Parties.



 






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		12.2.	FF
                                            Sales Territory. Annex 35 sets forth FF’s estimated sales territory or markets,
                                            estimated volumes by territory or market and estimated launch dates, all of which is subject
                                            to change by FF. If and to the extent any such change to Annex 35 may affect any of
                                            the rights and obligations of MS hereunder, FF shall provide to MS reasonable advance notice
                                            of such change.



 


		13.	CATASTROPHIC
DEFECTS; PRODUCT RECALLS



 


		13.1.	Catastrophic
                                            Defect. In addition to other obligations hereunder imposed upon MS, should any Catastrophic
                                            Defect (as defined below) of FF81 Products occur and notice thereof be given to MS, then,
                                            and in such event of a Catastrophic Defect, FF shall provide MS written notice thereof, which
                                            notice shall include reasonable details in respect to FF’s basis for concluding that
                                            such Catastrophic Defect has occurred. Promptly after receipt by MS, but in any event within
                                            ten (10) days, of written notice from FF of such Catastrophic Defect and subject to FF providing
                                            MS with reasonable access to relevant records and with reasonable cooperation in respect
                                            to the root cause of such Catastrophic Defect, MS shall develop and propose to FF, for FF’s
                                            approval, which approval shall not be unreasonably withheld, procedures for the prompt rectification
                                            of such Catastrophic Defect by providing, at its own expense, engineering efforts, parts,
                                            labor and all such other assistance as FF may reasonably request in order to remedy such
                                            Catastrophic Defect, both with respect to FF81 Products in use and in inventory of FF and
                                            FF’s customers. Promptly, but within ten (10) days of written notice from FF of a Catastrophic
                                            Defect, MS shall institute procedures, as mutually agreed by FF and MS, for the prompt rectification
                                            of such failure. [***]. If, upon inspection, the FF81 Products affected display the same
                                            deficiencies of design, material or workmanship out of which the Catastrophic Defect arose,
                                            then and in such event the procedures established in this Section 13.1 shall be followed
                                            with respect to such FF81 Products. For purposes of this Section 13.1, a “Catastrophic
                                            Defect” means any of the following: [***].



 


		13.2.	Recall
                                            Campaign; Corrective Measures.



 


		(a)	Notice.
                                            If either Party becomes aware of any defect or other concern with an FF81 Product that poses
                                            a safety or performance risk relating to the FF81 Model, including FF81 Products, or parts
                                            or components thereto, with respect to any FF Sales Territory that may reasonably be deemed
                                            to (i) constitute an actual or potential cause for any product defect, including safety-related
                                            defects, or otherwise, and (ii) necessitate a recall campaign, service campaign or similar
                                            program with respect to the FF81 Product in the respective FF Sales Territory in order to
                                            ensure compliance with Applicable Law (a “Recall Campaign”), such Party
                                            shall immediately notify in writing the other Party thereof, together with detailed information
                                            on the particular nature of the subject, relevant territory, affected production volume and
                                            the requirements under Applicable Law.



 


		(b)	Joint
                                            Investigation.



 


		(i)	If
                                            either Party reasonably believes that a Recall Campaign may be necessary, the Parties shall
                                            conduct a joint investigation (the “Joint Investigation”) to determine
                                            the nature and cause of such defect, assess and analyze the effect of such defect and determine
                                            the appropriate measures to cure such defect, including any measures to be implemented in
                                            compliance with the Applicable Law (the “Corrective Measures”). The determination
                                            of the existence, scope and nature of any such defect and the appropriate Corrective Measures
                                            shall be determined jointly by the Parties based on the results of the Joint Investigations.
                                            Corrective Measures shall be implemented by either or both Parties based on each Party’s
                                            ability to carry out or implement such Corrective Measures.



 


		(ii)	Each
                                            Party shall cooperate with the other Party in good faith in (A) conducting the Joint Investigation
                                            and (B) if the results of the Joint Investigation warrant any Corrective Measures, implementing
                                            such Corrective Measures by the appropriate Party or Parties. Each Party shall provide information
                                            and documentation reasonably requested by Governmental Authorities relating to any defect
                                            or potential defect or any non-compliance or alleged non-compliance with Applicable Law.



 






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		(iii)	Except
                                            to the extent Applicable Law provides otherwise, all Recall Campaigns or adjustments to consumer
                                            warranty programs with respect to FF81 Products shall be initiated by FF.



 


		(c)	Allocation
                                            of Cost; Liabilities. To the extent a Recall Campaign is attributable to a Party, such
                                            Party shall be responsible for the costs and expenses incurred by the Parties in connection
                                            with implementation of the applicable Corrective Measures, and shall reimburse the other
                                            Party (a “Non-Responsible Party”) for all reasonable costs and expenses
                                            incurred by such Non-Responsible Party (including the costs of notification, replacement
                                            parts, labor, penalties, fines and buy backs) as a result of the foregoing. Unless such defect
                                            constitutes a breach of the MS Warranty not due to any Exclusion from MS Warranty, in which
                                            case the Recall Campaign shall be attributable to MS, such Recall Campaign shall be attributable
                                            to FF for purposes hereof.



 


		(d)	Cooperation.
                                            In any Recall Campaign, MS shall fully cooperate with FF as reasonably requested by FF. FF
                                            shall control the process, and MS shall use commercially reasonable efforts to provide all
                                            necessary assistance and any necessary information or documentation to FF in connection with
                                            such Recall Campaign. MS shall take any and all reasonably necessary and appropriate actions
                                            (as reasonably requested by FF or as required of MS by Applicable Law) relating to, arising
                                            out of, or in connection with the Recall Campaign, including: (i) conducting engineering
                                            efforts and investigations to identify and remedy the defect; (ii) conducting independent
                                            testing and technical consulting to help identify and remedy the defect; (iii) completing
                                            all reports and notices to and cooperation with the NHTSA, the U.S. Consumer Product Safety
                                            Commission and other Governmental Authorities; (iv) filing and distributing all other necessary
                                            recall notices and plans, corrective action programs and other related documents; and (v)
                                            maintaining and compiling all necessary identification criteria for the defective FF81 Products.
                                            MS shall respond promptly (but no later than two (2) Business Days thereafter) to any question
                                            from FF or request for information received by FF pertaining to the production or performance
                                            of any FF81 Product or any Recall Campaign. Each Party shall provide to the other Party all
                                            necessary information or documentation in its possession arising out of the Recall Campaign
                                            or any similar program, including a MS quality assurance program. Except as required by Applicable
                                            Law, MS shall not make any disclosure to the public or media with respect to any Recall Campaign
                                            or defect without the prior written permission of FF. Nothing contained in this Section 13.2(d)
                                            will preclude FF from taking such action as may be required of it under Applicable Law. [***]



 


		14.	TECHNICAL
ASSISTANCE; ADDITIONAL SERVICES



 


		14.1.	FF
                                            Technical Assistance. In addition to providing the Basic Specifications, if and to the
                                            extent mutually agreed in writing in advance by the Parties, FF may provide to MS reasonable
                                            and appropriate additional available Technical Information and/or technical and engineering
                                            assistance as determined by FF to be beneficial to MS to manufacture and assemble the FF81
                                            Products, provide after-sale maintenance services, or carry out the FF81 Collaboration in
                                            the Manufacturing Territory (collectively, the “FF Technical Assistance”).
                                            [***]



 


		14.2.	MS
                                            Technical Assistance. In addition to other services and assistance of MS referenced under
                                            this Agreement, if and to the extent mutually agreed in writing in advance by the Parties,
                                            MS may provide to FF reasonable and appropriate additional available Technical Information
                                            and/or technical and engineering assistance as agreed by the Parties upon request by FF(collectively,
                                            the “MS Technical Assistance”). [***]



 


		14.3.	Additional
                                            Services. If due to changes in the Basic Specifications by FF, additional or modified
                                            manufacturing steps or actions are required by MS for the manufacture of the FF81 Product,
                                            MS shall notify FF in advance, upon which event, and as a condition to the effectiveness
                                            of any such change, the Parties shall agree upon any additional compensation shall be paid
                                            by FF to MS (on account of additional manufacturing costs actually incurred) as further set
                                            forth in Annex 33 and as agreed on by the Parties. Any changes in engineering will
                                            be processed and documented according to the Change Management Process according to Annex
                                            28.



 






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		15.	INTELLECTUAL
                                            PROPERTY RIGHTS



 


		15.1.	Ownership
                                            of Background IPR and Foreground IPR. As between the Parties, the Parties agree that
                                            the title to and ownership of the following Intellectual Property Rights shall be as follows:



 


		(a)	all
                                            FF Background IPR shall remain vested solely and exclusively with FF;



 


		(b)	all
                                            MS Background IPR shall remain vested solely and exclusively with MS;



 


[***]


 


		15.2.	Assignment.



 


		(a)	Assignment
                                            of FF Intellectual Property by MS to FF.



 


		(i)	To
                                            effectuate the allocation of ownership of Intellectual Property Rights detailed in Section
                                            15.1 in accordance therewith, if and to the extent MS may, under Applicable Law, be entitled
                                            to claim any ownership interest in the FF Owned Foreground IPR (collectively and together
                                            with the FF Background IPR, the “FF Intellectual Property”), MS hereby
                                            transfers, grants, conveys, assigns, and relinquishes exclusively to FF all of MS’s
                                            right, title, and interest in and to such FF Intellectual Property, including all Intellectual
                                            Property Rights therein, in perpetuity or for the longest period otherwise permitted by law.



 


		(ii)	MS
                                            shall disclose promptly to FF any FF Intellectual Property made, created or developed by
                                            MS during the Term, and MS shall, upon FF’s request, execute or have its employees,
                                            contractors or agents execute any and all applications, assignments and other documents to
                                            perfect and evidence FF’s ownership of the FF Intellectual Property and otherwise promptly
                                            assist FF in all of its reasonable efforts seeking to protect any and all Intellectual Property
                                            Rights in the FF Intellectual Property at FF’s expense, in any and all countries in
                                            the world.



 


		(iii)	Any
                                            creation of material constituting FF Intellectual Property, including the creation of any
                                            copyrightable subject matter, shall be considered “work made for hire” to the
                                            fullest extent permitted by Applicable Law, to be owned exclusively by FF.



 


		(iv)	To
                                            the extent that any such material, under Applicable Law, may not be considered works made
                                            for hire, MS hereby assigns to FF the ownership of copyright in such materials, without the
                                            necessity of any further consideration, and FF shall be entitled to obtain and hold in its
                                            own name all copyrights in respect of such materials.



 


		(v)	MS
                                            shall have and maintain, during performance of this Agreement, written agreements with all
                                            employees, contractors, or agents engaged by MS in performance hereunder, granting MS rights
                                            sufficient to support all performance of obligations and grants of rights by MS under this
                                            Agreement.



 


		(b)	Assignment
                                            of MS Intellectual Property by FF to MS.



 


		(i)	To
                                            effectuate the allocation of ownership of Intellectual Property Rights detailed in Section
                                            15.1, if and to the extent FF may, under Applicable Law, be entitled to claim any ownership
                                            interest in the MS Owned Foreground IPR (collectively and together with the MS Background
                                            IPR, the “MS Intellectual Property”), FF hereby transfers, grants, conveys,
                                            assigns, and relinquishes exclusively to MS all of FF’s right, title, and interest
                                            in and to such MS Intellectual Property, including all Intellectual Property Rights therein,
                                            in perpetuity or for the longest period otherwise permitted by law.



 






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		(ii)	FF
                                            shall disclose promptly to MS any MS Intellectual Property made, created or developed by
                                            FF during the Term, and FF shall, upon MS’s request, execute or have its employees,
                                            contractors or agents execute any and all applications, assignments and other documents to
                                            perfect and evidence MS’s ownership of the MS Intellectual Property and otherwise promptly
                                            assist MS in all of its reasonable efforts seeking to protect any and all Intellectual Property
                                            Rights in the MS Intellectual Property at MS’s expense, in any and all countries in
                                            the world.



 


		(iii)	Any
                                            creation of material constituting MS Intellectual Property, including the creation of any
                                            copyrightable subject matter, shall be considered “work made for hire” to the
                                            fullest extent permitted by Applicable Law, to be owned exclusively by MS.



 


		(iv)	To
                                            the extent that any such material, under Applicable Law, may not be considered works made
                                            for hire, FF hereby assigns to MS the ownership of copyright in such materials, without the
                                            necessity of any further consideration, and MS shall be entitled to obtain and hold in its
                                            own name all copyrights in respect of such materials.



 


		(v)	FF
                                            shall have and maintain, during performance of this Agreement, written agreements with all
                                            employees, contractors, or agents engaged by FF in performance hereunder, granting FF rights
                                            sufficient to support all performance of obligations and grants of rights by FF under this
                                            Agreement.



 


		15.3.	No
                                            Contest.



 


		(a)	Obligations
                                            of MS.



 


		(i)	MS
                                            shall not: (A) contest the validity of any of the FF Intellectual Property or any of FF’s
                                            registrations or applications pertaining to any of the FF Intellectual Property; (B) do or
                                            cause to be done any act or thing to intentionally impair FF’s right, title and interest
                                            in any of the FF Intellectual Property; (C) in any manner represent that it owns or has an
                                            ownership interest in any of the FF Intellectual Property; (D) register or allow any other
                                            party under its influence or control to register any Trademarks or other Intellectual Property
                                            Rights, or any rights closely resembling them, owned or used by FF in any jurisdiction; (E)
                                            use any word, symbol, or mark which is confusingly similar to any of the FF Trademarks (as
                                            determined by FF in its reasonable discretion); (F) perform or permit to be performed any
                                            act which might in any way impair the goodwill or other rights of FF in any of the FF Trademarks;
                                            or (G) use the FF Intellectual Property in any advertising, publicity, promotional material,
                                            press releases, sales material or as a reference without obtaining FF’s prior written
                                            approval of such use.



 


		(ii)	Sales,
                                            distribution or display of FF81 Products, or any products, samples or artwork bearing any
                                            Trademarks or other indicia of source, association, or sponsorship, in each case, without
                                            the prior written consent of FF are expressly prohibited except pursuant to this Agreement.



 


		(iii)	All
                                            FF81 Products shall bear such Trademarks and other intellectual property designations as
                                            specified by FF from time to time. MS shall take, and cause any other party under its influence
                                            or control to take, all reasonable steps, at FF’s cost, that FF may consider necessary
                                            to protect FF Intellectual Property.



 






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		(iv)	MS
                                            shall inform all MS Contract Suppliers and other third parties involved in the production
                                            of the FF81 Products of FF’s ownership of or rights in the FF Intellectual Property.



 


		(v)	Upon
                                            expiration or termination of this Agreement for any reason, MS shall take, and cause any
                                            other party under its influence or control to take, to the fullest extent reasonably possible,
                                            such steps as FF requests to cause FF to own all FF Intellectual Property and to terminate
                                            any rights MS may have to use any such FF Intellectual Property, including the making of
                                            further written assignments in a form determined by FF. All of such FF Intellectual Property,
                                            together with all associated goodwill, are and will remain the sole property of FF.



 


		(b)	Obligations
                                            of FF.



 


		(i)	FF
                                            shall not: (A) contest the validity of any of the MS Intellectual Property or any of MS’s
                                            registrations or applications pertaining to any of the MS Intellectual Property; (B) do or
                                            cause to be done any act or thing to intentionally impair MS’s right, title and interest
                                            in any of the MS Intellectual Property; (C) in any manner represent that it owns or has an
                                            ownership interest in any of the MS Intellectual Property; (D) register or allow any other
                                            party under its influence or control to register any Trademarks or other Intellectual Property
                                            Rights, or any rights closely resembling them, owned or used by MS in any jurisdiction; (E)
                                            use any word, symbol, or mark which is confusingly similar to any of the MS Trademarks (as
                                            determined by MS in its reasonable discretion); (F) perform or permit to be performed any
                                            act which might in any way impair the goodwill or other rights of MS in any of the MS Trademarks;
                                            or (G) use the MS Intellectual Property in any advertising, publicity, promotional material,
                                            press releases, sales material or as a reference or disclose the existence of the Agreement,
                                            or the terms hereof, without obtaining MS’s prior written approval of such use.



 


		(ii)	Sales,
                                            distribution or display of any products, samples or artwork bearing any l Trademarks or other
                                            indicia of source, association, or sponsorship, in each case, without the prior written consent
                                            of MS are expressly prohibited except pursuant to this Agreement. FF shall take, and cause
                                            any other party under its influence or control to take, all reasonable steps, at MS’s
                                            cost, which MS may consider necessary to protect MS Intellectual Property.



 


		(iii)	FF
                                            shall inform all FF Contract Suppliers and other third parties involved in the production
                                            of the FF Supplied Parts of MS’s ownership of or rights in the MS Intellectual Property.



 


		(iv)	Upon
                                            expiration or termination of this Agreement for any reason, FF shall take, and cause any
                                            other party under its influence or control to take, to the fullest extent reasonably possible,
                                            such steps as MS requests to cause MS to own all MS Intellectual Property and to terminate
                                            any rights FF may have to use any such MS Intellectual Property, including the making of
                                            further written assignments in a form determined by MS. All of such MS Intellectual Property,
                                            together with all associated goodwill, are and will remain the sole property of MS.



 


		15.4.	Licenses
                                            Granted.



 


		(a)	License
                                            by FF. FF hereby grants to MS:



 


		(i)	for
                                            the Term, a non-exclusive, fully paid and royalty free, sub-licensable (solely to MS’s
                                            Affiliates (as authorized hereunder), suppliers or the approved subcontractors), and non-transferrable
                                            license and right solely to manufacture or assemble the FF81 Product or FF81 Parts pursuant
                                            to this Agreement under the FF Background IPR, FF81 Improvements, FF Owned Improvements,
                                            and FF81 Foreground IPR; and



 


[***]


 






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		(b)	License
                                            by MS. MS hereby grants FF:



 


		(i)	a
                                            non-exclusive, fully paid and royalty free, irrevocable, worldwide, sublicensable (solely
                                            to FF’s Affiliates, service providers or subcontractors) and non-transferable (except
                                            to FF’s Affiliates) license and right solely to repair or service the FF81 Products
                                            or FF81 Parts supplied by MS to FF pursuant to this Agreement under the MS Background IPR
                                            and MS Owned Improvements; and



 


[***]


 


		(c)	Private
                                            Labeling.



 


		(i)	MS
                                            agrees to private label the FF81 Products and documentation with FF Trademarks designed by
                                            FF, all at no additional charge to FF (“Private Labeling”) as directed
                                            by FF from time to time. FF hereby grants to MS during the Term a limited, non-exclusive,
                                            non-transferable, royalty free, fully paid up, worldwide, non-sublicensable license to use
                                            such FF Trademarks solely for purposes of engaging in the Private Labeling in the Territory
                                            and such other purposes as may be pre-approved by FF in writing from time to time (the “Limited
                                            Trademark License”). MS shall strictly comply with FF’s directions, specifications
                                            and standards regarding the form and manner of the use of the FF Trademarks in connection
                                            with any Private Labeling hereunder.



 


		(ii)	All
                                            Private Labeling shall be submitted to FF for review in advance, and no FF Trademark shall
                                            be utilized in any Private Labeling without FF’s specific prior written consent to
                                            such use. Each item of documentation or other tangible material (with each copy thereof constituting
                                            a separate item) on which any registered FF Trademark appears shall contain a prominent legend
                                            stating that the FF Trademarks are registered trademarks of FF or FF’s Affiliates.
                                            The registered symbol “®” appearing each time as part of the FF Trademark
                                            will constitute a sufficient legend. No other trademark may be affixed to, or used in connection
                                            or combination with, any FF Trademark without FF’s prior written consent.



 


		(iii)	MS
                                            acknowledges that FF is, and shall at all times remain, the sole and exclusive owner of the
                                            FF Trademarks and all goodwill contained therein, and that neither the Limited Trademark
                                            License, nor any Private Labeling, shall convey any right, title, or interest in or to any
                                            of the FF Trademarks or such goodwill to MS. All goodwill arising from MS’s use of
                                            the FF Trademarks shall inure solely to the benefit of FF, and MS shall not assert any claim
                                            to any right, title, or interest in or to the FF Trademarks or the goodwill associated therewith,
                                            nor shall MS at any time take any action that could be detrimental to the goodwill associated
                                            with, or contest to seek to file protection for, any FF Trademark, either during the Term
                                            or after the termination or expiration of this Agreement. MS shall not take any action that
                                            in any way reduces or diminishes the reputation, image or prestige of the FF Trademarks.
                                            FF may revoke the Limited Trademark License as to any FF81 Product not then in production
                                            upon written notice to MS at any time with or without cause. Upon any such revocation, or
                                            any termination or expiration of this Agreement for any reason whatsoever, including any
                                            termination resulting from the material breach of either Party hereto, the Limited Trademark
                                            License shall automatically terminate, and MS shall immediately cease all further use of
                                            the FF Trademarks.



 


		(iv)	MS
                                            shall not, at any time prior to or following termination of this Agreement, sell to anyone
                                            but FF any Spare Parts or any items bearing an FF Trademark or trade name, or having a distinctive
                                            appearance or physical characteristic associated solely with the FF81 Products made by MS
                                            for FF. FF will indemnify MS if MS’s authorized use of the FF Trademarks for Private
                                            Labeling the FF81 Products pursuant to this Agreement infringes the trademark rights of any
                                            third party.



 






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		15.5.	Limitations;
                                            Reservation of Rights. Except as otherwise expressly set forth in this Agreement, the
                                            licenses granted by a Party to the other Party under this Agreement shall not limit the licensor
                                            Party’s right (and the licensor Party reserves its right) to use or license any Intellectual
                                            Property Rights owned or controlled by the licensor Party in any manner. Each Party reserves
                                            all rights not expressly granted or excluded in this Agreement.



 


		15.6.	Remedies.
                                            Nothing in this Agreement will be construed to bar a Party from protecting its rights to
                                            the exclusive ownership of Intellectual Property Rights owned by such Party against unfair
                                            competition, infringement or appropriation by any party or parties, including any use by
                                            the other Party not expressly authorized by this Agreement. Each Party acknowledges that
                                            the Intellectual Property Rights of the other Party possesses a special, unique and extraordinary
                                            character which makes it difficult to assess the monetary damage such other Party would sustain
                                            in the event of unauthorized use thereof. Each Party agrees and acknowledges that irreparable
                                            injury could be caused to the other Party by unauthorized use of Intellectual Property Rights
                                            of such other Party and that there could be no adequate remedy at law and that in the event
                                            of such unauthorized or threatened unauthorized use, a temporary restraining order or preliminary
                                            or permanent injunctive relief may be appropriate.



 


		15.7.	Identification.
                                            FF shall provide to MS all badges, labels, vehicle identification numbers, serial numbers,
                                            part numbers, numbers and identification required by the Department of Transportation and/or
                                            other instructions or information as required by Applicable Law or by FF, including applicable
                                            federal U.S. motor vehicle safety standards and other regulations issued by NHTSA (collectively,
                                            the “Vehicle Identification Labels”). MS shall affix each such Vehicle
                                            Identification Labels to each FF81 Product, as applicable. Where identification of the manufacturer
                                            is required or requested by FF, such labels, badges and tags shall identify FF as the manufacturer.
                                            The prices for the FF81 Products shall include the cost of all decals and serial number plates.
                                            All such Vehicle Identification Labels other than as provided by FF shall require FF’s
                                            review and prior approval.



 


		16.	TERM;
TERMINATION



 


		16.1.	Effective
                                            Date; Term; Renewal.



 


		(a)	Initial
                                            Term. This Agreement shall become effective as of February 4, 2022 (the “Effective
                                            Date”) and, unless earlier terminated by the Parties pursuant to the terms hereof,
                                            shall remain in full force and effect until the ninth (9th) year anniversary of
                                            the SOP Korea (the “Initial Term”).



 


		(b)	Renewal.
                                            If neither Party notifies the other Party in writing of its decision not to renew the term
                                            of this Agreement six (6) months prior to the expiration of the Initial Term (or any renewed
                                            term), this Agreement shall be automatically renewed for an additional one (1) year period
                                            upon the expiration of the Initial Term (or renewed term) without any further action on the
                                            part of the Parties (each of the Initial Term and renewed terms, collectively, the “Term”).



 


		16.2.	Termination
                                            for Cause.



 


		(a)	Mutual.
                                            In addition to any other termination rights set forth in this Agreement, a Party may terminate
                                            this Agreement by giving written notice (the “Termination Notice”) to
                                            the other Party with immediate effect if any one or more of the following events occurs:



 


		(i)	such
                                            other Party materially breaches, fails to perform or comply with, any of its obligations,
                                            terms and conditions hereunder, and such breach or failure is not cured within thirty (30)
                                            days after such other Party has received a written notice of breach from the terminating
                                            Party or, if such breach is not capable of being cured with such thirty (30) day period,
                                            such longer period as may be reasonable under the circumstances;



 






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		(ii)	such
                                            other Party (A) becomes insolvent or admits its inability to pay its debts generally as they
                                            become due; (B) becomes subject, voluntarily or involuntarily, to any proceeding under any
                                            domestic or foreign bankruptcy or insolvency Law; (C) is dissolved or liquidated or takes
                                            any corporate action for such purpose; (D) makes a general assignment for the benefit of
                                            creditors; or (E) has a receiver, trustee, custodian, or similar agent appointed by order
                                            of any court of competent jurisdiction to take charge of or sell any material portion of
                                            its property or business;



 


		(iii)	the
                                            sale of all or substantially all of the assets of such other Party to any third Person other
                                            than such other Party’s Affiliates without the prior written consent of the terminating
                                            Party, which consent shall not be unreasonably withheld;



 


		(iv)	there
                                            occurs any Change of Control on the part of MS without the prior written consent of FF, which
                                            consent shall not be unreasonably withheld;



 


		(v)	[***]



 


		(vi)	there
                                            occurs any other event that, pursuant to the express terms of this Agreement, permits such
                                            terminating Party to terminate this Agreement.



 


A
Party having the right to terminate this Agreement under this Section 16.2 shall be referred to herein as a “Terminating Party”
and the other Party as a “Non-Terminating Party”; each of the events, the occurrence of which shall give a Terminating
Party the right to terminate this Agreement, is referred to herein as a “Termination Event”.


 


		16.3.	Termination
                                            for Convenience. Either Party may terminate this Agreement without cause and without
                                            penalty or obligation to the other (except as expressly set forth herein) by giving Termination
                                            Notice to the other Party, (a) in the case of MS, not less than [***], and (b) in the case
                                            of FF, [***].



 


		16.4.	Consequences
                                            of Termination.



 


		(a)	Upon
                                            expiration or termination of this Agreement for any reason, at FF’s option (to be made,
                                            if at all, no later than [***] after such expiration or termination), MS shall complete all
                                            Product Purchase Orders submitted to MS by FF prior to the effective date of termination
                                            and with respect to which MS does not have a right to reject (“Open Orders”)
                                            and FF shall pay for such Open Orders and complete all outstanding Parts Purchase Orders
                                            and Special Parts Orders, each in accordance with this Agreement. If the termination giving
                                            rise to the option described above is by MS pursuant to Section 16.2 or by FF pursuant to
                                            Section 16.3 and FF does not elect that MS complete the Open Orders, then FF shall be liable
                                            to MS to the same extent as though FF had cancelled such Open Orders under the terms of this
                                            Agreement and each Parts Purchase Order and Special Parts Order shall be deemed cancelled
                                            without liability to MS. If the termination giving rise to the option described above is
                                            by MS pursuant to Section 16.2 or by FF pursuant to Section 16.3, then, as a condition to
                                            MS’s obligations to perform hereunder in respect to any Open Orders, (i) FF shall have
                                            issued to MS an irrevocable documentary letter of credit in favor of MS as the beneficiary
                                            and in form and substance acceptable to MS and in an aggregate amount to cover all such Open
                                            Orders and (ii) there shall be no amounts that are past due by FF to MS hereunder.



 






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		(b)	For
                                            up to [***] following the effective date of the expiration or termination of this Agreement
                                            for any reason (except such period shall only be for one (1) year following termination in
                                            the case of termination by MS pursuant to Section 16.2 or FF pursuant to Section 16.3) (“Transition
                                            Period”), FF shall have the right to purchase the FF81 Products from MS pursuant
                                            to the terms of this Agreement, in which event MS shall have the right to purchase FF Supplied
                                            Parts from FF pursuant to this Agreement in order to supply such FF81 Products. If the termination
                                            giving rise to such right of purchase is by MS, then as a condition to MS’s obligation
                                            to accept or perform hereunder in respect to any Product Purchase Order placed during the
                                            Transition Period, (i) FF shall issue to MS one or more irrevocable documentary letters of
                                            credit in favor of MS as the beneficiary and in form and substance acceptable to MS and in
                                            an aggregate amount to cover all outstanding Product Purchase Orders during the Transition
                                            Period and (ii) there shall be no amounts that are past due by FF to MS hereunder.



 


		(c)	MS
                                            shall maintain, at its own expense, sufficient capability to fulfill Open Orders and Product
                                            Purchase Orders which may be placed during the Transition Period on the same terms as generally
                                            applicable to the supply of FF81 Products immediately prior to the expiration or termination
                                            of this Agreement.



 


		16.5.	Survival.
                                            Expiration or termination of this Agreement for any reason shall not affect any liabilities
                                            or obligations of either Party that have accrued at the date of expiration or termination
                                            or which by their nature survive expiration or termination.



 


		16.6.	Transition
                                            of FF81 Products Following Termination or Expiration. Subject to Section 15 (Intellectual
                                            Property) and 18 (Confidentiality; Non-Disclosure), following expiration or termination of
                                            this Agreement by either Party for any reason and notwithstanding any claimed or actual breach
                                            of any obligation by FF, MS, at FF’s cost, shall reasonably cooperate in the transition
                                            of supply to a successor supplier (the “Transition Support”). Notwithstanding
                                            the foregoing, in no event shall MS be required to disclose any confidential or proprietary
                                            information of MS or otherwise share with FF or any such third party successor supplier designated
                                            by FF any MS Intellectual Property except as expressly agreed to by MS in this Agreement.



 


		17.	INDEMNIFICATIONS



 


		17.1.	Indemnification.



 


		(a)	Indemnification
                                            by MS for Third Party Claims.



 


		(i)	In
                                            addition to the indemnification obligations of MS elsewhere, and except as set forth otherwise,
                                            in this Agreement, MS shall indemnify, defend and hold harmless FF, its Affiliates, and their
                                            respective directors, officers, customers, other suppliers, distributors, agents, and employees
                                            (each, a “FF Indemnitee”) from and against any and all third party claims,
                                            demands, investigations, suits, or causes of action (each, a “Third Party Claim”)
                                            asserted against any of them alleging losses, liabilities, damages, including incidental,
                                            special, consequential, indirect and exemplary damages, fines, penalties, costs and expenses,
                                            injunctions or other non-monetary relief (collectively, the “Losses”)
                                            arising from or relating to:



 


		(A)	breach
                                            by MS of the representations, warranties or other terms of this Agreement;



 


		(B)	actual
                                            or alleged infringement or misappropriation of any Intellectual Property Right of any third
                                            party to the extent arising out of or in connection with (i) the MS Supplied Parts (other
                                            than due solely to compliance with any Basic Specifications provided by FF) or (ii) the practice
                                            or use of any MS Intellectual Property pursuant to this Agreement (other than any such MS
                                            Intellectual Property solely developed by FF);



 






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		(C)	FF’s
                                            access to MS’s IT system, including data breach by FF as a result of its exercise of
                                            its rights under Section 6.9(f); or



 


		(D)	any
                                            personal injury (including death) or property damages to the extent caused by a MS Manufacturing
                                            Defect.



 


		(b)	Indemnification
                                            by FF for Third Party Claims.



 


		(i)	Except
                                            as set forth otherwise in this Agreement, FF shall indemnify, defend and hold harmless MS,
                                            its Affiliates, and their respective directors, officers, customers, other suppliers, distributors,
                                            agents, and employees (each, a “MS Indemnitee”) from and against any and
                                            all Third Party Claims asserted against any of them to the extent alleging any Losses arising
                                            from or relating to:



 


		(A)	breach
                                            by FF of the representations, warranties or other terms of this Agreement;



 


		(B)	actual
                                            or alleged infringement or misappropriation of any Intellectual Property Right of any third
                                            party to the extent arising out of or in connection with (i) the FF Supplied Parts (other
                                            than due solely to compliance with any Basic Specifications provided by MS) or (ii) the practice
                                            or use of any FF Intellectual Property pursuant to this Agreement (other than any such FF
                                            Intellectual Property solely developed by MS);



 


		(C)	failure
                                            of FF to obtain or maintain any Approvals necessary to sell and distribute the FF81 Products
                                            in each FF Sales Territory or to comply with Applicable Law relating to the sale and distribution
                                            of FF81 Products in the FF Sales Territory; and



 


		(D)	any
                                            Design & Engineering Defect, including personal injury (including death) or property
                                            damages to the extent caused by any Design & Engineering Defect, or personal injury (including
                                            death) or property damages to the extent caused by any FF Manufacturing Defect.



 


		17.2.	Indemnity
                                            Procedures.



 


		(a)	In
                                            the event of an indemnifiable claim hereunder, a Party seeking indemnification hereunder
                                            (the “Indemnified Party”) against the other Party (the “Indemnifying
                                            Party”) involved in such Third Party Claim must notify the Indemnifying Party hereunder
                                            in writing of the existence of such Third Party Claim and must deliver copies of any documents
                                            served on such Indemnified Party with respect to such Third Party Claim; provided,
                                            however, that any failure to notify the Indemnifying Party or deliver such copies
                                            shall not relieve the Indemnifying Party from any obligation hereunder unless (and then solely
                                            to the extent that) the Indemnifying Party is materially prejudiced by such failure.



 


		(b)	The
                                            Indemnifying Party shall have the right to conduct and control, through counsel of its own
                                            choosing, reasonably acceptable to such Indemnified Party, any Third Party Claim; provided,
                                            however, that (i) if requested by such Indemnified Party, the Indemnifying Party shall
                                            provide such Indemnified Party with evidence reasonably acceptable to such Indemnified Party
                                            that the Indemnifying Party shall have the financial resources to defend against such Third
                                            Party Claim and fulfill its indemnification obligations hereunder, (ii) such Indemnified
                                            Party may, at its election, participate in the defense thereof at its sole cost and expense
                                            and (iii) if (A) the Indemnifying Party shall fail to defend such Third Party Claim, (B)
                                            in the reasonable opinion of legal counsel for such Indemnified Party, such Third Party Claim
                                            involves the potential imposition of criminal liability on such Indemnified Party, or (C)
                                            in the reasonable opinion of legal counsel for such Indemnified Party, an actual or potential
                                            conflict of interest exists where it is advisable for such Indemnified Party to be represented
                                            by separate counsel, then such Indemnified Party shall be entitled to control and assume
                                            responsibility for the defense of such Third Party Claim, at the cost and expense of the
                                            Indemnifying Party. The Indemnifying Party may, in any event, participate in such proceedings
                                            at its own cost and expense. If the Indemnified Party agrees to forego any indemnity claimed
                                            under this Section 17.2 in respect to any Third Party Claim, the Indemnifying Party may,
                                            at its election, conduct and control the defense against such Third Party Claim at its sole
                                            cost and expense.



 






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		(c)	The
                                            Indemnifying Party, in the defense of any such litigation, other proceeding or other claim,
                                            shall have the right in its sole discretion to compromise or settle such Third Party Claim
                                            only if (i) such compromise or settlement involves only the payment of money and execution
                                            of appropriate releases of such Indemnified Party, (ii) there is no finding or admission
                                            of any liability or fault of the Indemnified Party or any violation of Applicable Law and
                                            (iii) such Indemnified Party shall have no liability with respect to such compromise or settlement.
                                            Otherwise, no such Third Party Claim shall be settled or agreed to without the prior written
                                            consent of such Indemnified Party, which consent shall not be unreasonably withheld. Such
                                            Indemnified Party and the Indemnifying Party shall fully cooperate in good faith in connection
                                            with such defense and shall cause their legal counsel, accountants and Affiliates to do so,
                                            and shall make available to the other Party all relevant books, records, and information
                                            (in such Party’s control) during normal business hours, and shall furnish to each other
                                            such other assistance as the other Party may reasonably require in connection with such defense,
                                            including making its employees available to testify and assist others in testifying in any
                                            such proceedings.



 


		(d)	The
                                            procedures in this Section 17.2 also apply equally to all indemnity obligations set forth
                                            in this Agreement outside Section 17.1.



 


		17.3.	Obligations
                                            Remain Continuously in Force. The obligations imposed by this Section 17 shall remain
                                            in force continuously, notwithstanding the termination of this Agreement, and shall bind
                                            any successors or assigns of the Parties.



 


		18.	CONFIDENTIALITY;
NON-DISCLOSURE



 


		18.1.	Definition.
                                            As used in this Agreement, “Confidential Information” means any non-public
                                            information disclosed by either Party (the “Disclosing Party”) to the
                                            other Party (the “Receiving Party”), in writing, orally, or by inspection
                                            of tangible objects (including information relating to such Party’s research, development,
                                            and current or prospective product or service offerings) and that is designated as “Confidential,”
                                            “Proprietary” or some similar designation, or whose confidential or proprietary
                                            nature is or should be reasonably apparent from the perspective of the Receiving Party under
                                            the circumstances.



 


		18.2.	Confidentiality
                                            and Non-Use.



 


		(a)	The
                                            Receiving Party shall treat as confidential all Confidential Information of the Disclosing
                                            Party, shall not use such Confidential Information except to exercise its rights and perform
                                            its obligations under this Agreement.



 


		(b)	The
                                            Receiving Party shall not disclose Confidential Information of the Disclosing Party, except:



 


		(i)	to
                                            the directors, officers and employees of the Receiving Party who are reasonably required
                                            to access or use the Confidential Information on the Receiving Party’s behalf in order
                                            for the Receiving Party to exercise its rights and perform its obligations in accordance
                                            with this Agreement; or



 


		(ii)	to
                                            third Persons who are permitted to access or use such Confidential Information pursuant to
                                            this Agreement and provided that such Persons are: (A) bound by professional duties of confidentiality
                                            not to disclose such Confidential Information or (B) such Person agrees in writing to abide
                                            by restrictions on confidentiality and non-use materially as protective as those set forth
                                            herein; or



 






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		(iii)	pursuant
                                            to, and as required by, Applicable Law or a Governmental Authority or as otherwise necessary
                                            to complete regulatory filings in furtherance of the Receiving Party’s performance
                                            of its obligations, in each such case in compliance with Section 18.3(b); or



 


		(iv)	[***]



 


		(v)	with
                                            the prior written consent of the Disclosing Party.



 


		(c)	Without
                                            limiting the foregoing, the Receiving Party shall use at least the same degree of care it
                                            uses to prevent the disclosure of its own Confidential Information of like importance, which
                                            care shall be no less than reasonable care, to prevent the disclosure of Confidential Information
                                            of the Disclosing Party.



 


		(d)	The
                                            Receiving Party shall (i) promptly notify the Disclosing Party of any breach of these confidentiality
                                            provisions, including the actual or suspected misuse or unauthorized disclosure of Confidential
                                            Information of the Disclosing Party by any Person to whom the Receiving Party has disclosed
                                            Confidential Information of the Disclosing Party, and (ii) cooperate with the Disclosing
                                            Party in its efforts to remedy any such misuse or unauthorized disclosure. In addition to
                                            any other remedy to which the Disclosing Party may be entitled, the Disclosing Party shall
                                            be entitled to institute and prosecute proceedings in a court of competent jurisdiction to
                                            obtain temporary and/or permanent injunctive or other equitable relief to enforce any provision
                                            of this Section 18 without the necessity of posting bond or proof of action injury or damage.



 


		18.3.	Exceptions.



 


		(a)	The
                                            provisions of this Section 18 shall not apply to any information that:



 


		(i)	is
                                            or becomes generally known to the public through legal means and other than as a result of
                                            disclosure by the Receiving Party in violation of the terms of this Agreement;



 


		(ii)	is
                                            in the possession of the Receiving Party at the time of disclosure by the Disclosing Party,
                                            as reasonably evidenced by a prior or contemporaneous writing and not otherwise restricted
                                            by contract or Law;



 


		(iii)	becomes
                                            known to the Receiving Party on a non-confidential basis through disclosure by sources other
                                            than the Disclosing Party having the legal right to disclose such information; and



 


		(iv)	is
                                            independently developed by the Receiving Party without reference to the Disclosing Party’s
                                            Confidential Information.



 


		(b)	If
                                            the Receiving Party is required to disclose Confidential Information pursuant to an order
                                            of a Governmental Authority or pursuant to Applicable Law, the Receiving Party shall first
                                            use reasonable efforts to provide the Disclosing Party with sufficient advance notice to
                                            permit the Disclosing Party to seek a protective order or otherwise restrict the disclosure
                                            of such Confidential Information.



 


		18.4.	Term.
                                            The confidentiality obligations of the Parties expire upon [***], except that obligations
                                            with respect to trade secrets shall continue for so long as such information remains a trade
                                            secret under Applicable Law through no fault of the Receiving Party.



 






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		18.5.	Confidentiality
                                            of Agreement. The terms and conditions of this Agreement, but not its existence, shall
                                            be treated as Confidential Information of each Party. The terms of this Section 18 shall
                                            apply in addition to any other confidentiality agreement between the Parties.



 


		18.6.	Return
                                            or Destruction. Following the termination of this Agreement and written request by either
                                            Party, the Receiving Party will use commercially reasonable efforts to return or destroy
                                            any print or electronic records of the Disclosing Party’s Confidential Information
                                            in its custody or control, except that the Receiving Party may retain the Disclosing Party’s
                                            Confidential Information to the extent that it is: (a) required by Applicable Law; (b) required
                                            by a Governmental Authority; or (c) necessary to comply with the internal document retention
                                            policies of the Receiving Party that are designed to adhere to the relevant Laws to which
                                            the Receiving Party is subject.



 


		19.	FORCE
MAJEURE; EXCUSABLE DELAY



 


		19.1.	Force
                                            Majeure Event. Neither Party shall be liable for any delays in the performance of its
                                            obligations under this Agreement as a direct or indirect result of any circumstance or event
                                            beyond its reasonable control (each, a “Force Majeure Event”), including
                                            each of the following:



 


		(a)	acts
                                            of God, war, riots, floods, tornadoes, earthquakes, pandemics, epidemics, public health crises,
                                            typhoons and hurricanes;



 


		(b)	acts
                                            of terrorism;



 


		(c)	explosions
                                            or fires;



 


		(d)	strikes,
                                            lockouts, or other labor disputes, but excluding strikes, lockouts or labor disputes involving
                                            employees of such Party; and



 


		(e)	acts
                                            by any Governmental Authority, including changes in Applicable Law.



 


		19.2.	Excusable
                                            Delay. Neither Party shall be liable for any delays in the performance of its obligations
                                            under this Agreement to the extent [***] (each, an “Excusable Delay”).
                                            For purposes hereof, no delay shall constitute an Excusable Delay until after the passage
                                            of any applicable time period for performance as set forth in this Agreement.



 


		19.3.	Conditions.
                                            A Party shall not be entitled to rely on any such circumstance or event as a Force Majeure
                                            Event or Excusable Delay if such circumstance or event is attributable to an improper act,
                                            delay or omission of, including a breach of this Agreement by, such Party or its Affiliates.
                                            For the avoidance of doubt, “Force Majeure Event” shall not include changes in
                                            general economic conditions such as inflation, interest rates or other factors of general
                                            application or economic hardship.



 


		19.4.	Notice.
                                            If a Party is or will be reasonably prevented from performing its obligations under this
                                            Agreement by a Force Majeure Event or Excusable Delay, then it shall notify the other Party
                                            of the obligations, the performance of which is or will be prevented, and the nature and
                                            cause of the event in writing promptly, and in any event within five (5) Business Days after
                                            the notifying Party becomes aware of the impact that such Force Majeure Event or Excusable
                                            Delay would have on its obligations hereunder.



 


		19.5.	Actions
                                            During Force Majeure Event or Excusable Delay. The Party affected by a Force Majeure
                                            Event or Excusable Delay shall use commercially reasonable efforts to mitigate the effect
                                            of such Force Majeure Event or Excusable Delay and shall provide the other Party with weekly
                                            updates (a) estimating its expected duration, the cost of any remedial action, and the probable
                                            impact on the performance of its obligations hereunder, (b) of the actions taken to remove
                                            or overcome the effect on its performance hereunder of such Force Majeure Event or Excusable
                                            Delay and (c) of the efforts taken to mitigate or limit damages to the other Party. The Party
                                            affected by an Force Majeure Event or Excusable Delay shall also provide prompt written notice
                                            to the other Party when it ceases to be so affected and shall proceed continuously and diligently
                                            with the performance of its obligations hereunder that are not so affected. The date of performance
                                            by the affected Party shall be automatically extended solely for the period of time directly
                                            and actually delayed by Force Majeure Event or Excusable Delay, but not longer than the length
                                            of such Force Majeure Event or Excusable Delay.



 






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		20.	COMPLIANCE
OBLIGATIONS; DATA AND INFORMATION



 


		20.1.	Compliance
                                            Matters.



 


		(a)	Child
                                            Labor; Working Conditions. Each of FF and MS covenants that it shall not make use of
                                            any child labor or prison labor and shall provide adequate working conditions to reasonably
                                            provide for the health and safety of its employees.



 


		(b)	Sustainability.
                                            MS shall cooperate, and shall use all commercially reasonable efforts to cause all MS Contract
                                            Suppliers to cooperate, with FF as may be reasonably requested by FF to support FF’s
                                            environmental and sustainability initiatives, provided that MS shall not obligated to undertake
                                            any such initiative without agreement between the Parties regarding how the costs thereof
                                            shall be borne unless otherwise required by Applicable Law.



 


		(c)	Country
                                            of Manufacture. For each FF81 Product (but excluding any FF Supplied Parts), MS shall,
                                            at all times during the Term, maintain full traceability records regarding the country of
                                            origin (manufacture), by production lot, quantity and part number and any required number(s)
                                            or designation(s) required by Applicable Law. FF covenants that its shall not require MS
                                            to package or ship any FF81 Products for the purpose of mislabeling, evading quota or country
                                            of origin restriction. MS shall provide to FF an annual certificate of origin for all FF81
                                            Products (but excluding any FF Supplied Parts) sold to FF in the applicable year. The certificate
                                            must display (in electronic spreadsheet format) the following for each part number sold:



 


		●	FF’s
                                            designated part number and VIN number



 


		●	Description
                                            of Part (clearly identifiable to a third party)



 


		●	Country
                                            of Origin (place of manufacture, not just place of shipping).



 


		(d)	Hazardous
                                            Substances. FF guarantees that, if the FF81 Products are manufactured in accordance with
                                            the Basic Specification, none of such FF81 Products at the time of delivery by MS to FF in
                                            accordance with this Agreement shall contain any Hazardous Substances or any Hazardous Substance
                                            containing components. For purposes of this Section 20.1(d), the term “Hazardous
                                            Substances” means any (i) pollutants, (ii) contaminants, (iii) pesticides, (iv)
                                            solid, special or toxic wastes, (v) asbestos containing materials, (vi) mold, (vii) lead-based
                                            paint, (viii) solid, liquid, gas or electromagnetic radiation, (x) hazardous, extremely hazardous,
                                            toxic, infectious or radioactive substances, chemicals, materials or wastes defined in or
                                            listed as such in, or regulated, limited or prohibited under, any environmental law, including
                                            asbestos, polychlorinated biphenyls and substances prohibited by Proposition 65 in California.



 






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		(e)	Conflicts
                                            Minerals Compliance. For purposes of this Section 20.1(e), the term “Conflict
                                            Minerals” means the materials defined in or listed as such in Section 1502 of the
                                            Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as it may be amended from
                                            time to time and any regulations, rules, decisions or orders relating thereto adopted by
                                            the Securities and Exchange Commission or any successor governmental agency responsible for
                                            adopting regulations relating thereto (collectively, “Dodd-Frank”) (including
                                            tin, tantalum, tungsten and gold) and any related derivatives, and any other mineral or derivatives
                                            that may later be determined by the Secretary of State to be financing conflict in the Democratic
                                            Republic of the Congo or an adjoining country. In order to enable FF to comply with Dodd-Frank
                                            with respect to FF81 Products manufactured for FF by MS pursuant to this Agreement (but excluding
                                            any FF Supplied Parts), MS shall take the following actions:


 


		(i)	Comply
                                            with all Applicable Laws related to Conflict Minerals, including Dodd-Frank;



 


		(ii)	Promptly
                                            designate an internal resource to handle all activities related to Conflict Minerals compliance
                                            and serve as a single point of contact to the FF’s representatives;



 


		(iii)	Provide
                                            an annual certification of compliance with FF’s Conflict Minerals policy, and, if there
                                            are any changes to MS’s supply base that affect such certification, provide an amended
                                            certification of compliance;



 


		(iv)	Provide
                                            an annual declaration of all FF81 Products containing Conflict Minerals that were supplied
                                            to FF during the relevant calendar year. The declaration must include the following information:



 


		●	The
                                            FF81 Products containing Conflict Minerals;



 


		●	The
                                            Conflict Minerals contained in such FF81 Products;



 


		●	Whether
                                            the origin of the material was from recycled or scrap sources. For the purposes of this Section
                                            20.1(e), the terms “Recycled Metals” mean metals that are reclaimed end-user
                                            or post-consumer products, or scrap processed metals created during product manufacturing.
                                            Recycled Metals include excess, obsolete, defective, and scrap metal materials which contain
                                            refined or processed metals that are appropriate to recycle in the production of tin, tantalum,
                                            tungsten and/or gold. Minerals partially processed, unprocessed or a byproduct from another
                                            ore are not Recycled Metals;



 


		●	For
                                            all FF81 Products not identified as Recycled Metals, the sources, including smelter and/or
                                            mine, of all Conflict Minerals contained in such FF81 Products and evidence of inquiry regarding
                                            the country of origin, using the EICC – GeSI Conflict Minerals Reporting Template or
                                            similar template provided by FF;



 


		●	A
                                            description of MS’s Conflict Minerals due diligence activities, which, at a minimum,
                                            must include an explanation of MS’s due diligence efforts to identify smelters and/or
                                            mines in the supply chain; and



 


		●	Any
                                            documentation reasonably requested by FF to support any of the statements made in the declaration
                                            as required above;



 


		(v)	If
                                            MS is not able to provide any information required in the declaration described in Section
                                            20.1(e)(iii), cooperate with FF so that such information can be accurately determined and
                                            reported; and



 


		(vi)	Provide
                                            such further cooperation as FF may reasonably require in order to meet any obligations it
                                            may have under Dodd-Frank.



 


		(f)	Anti-Corruption.
                                            FF and MS intend that no payments or transfers of value shall be made which have the purpose
                                            or effect of public or commercial bribery, acceptance of or acquiescence in extortion or
                                            kickbacks, or other unlawful or improper means of obtaining business. MS shall at all times
                                            conduct its activities hereunder in accordance with all Applicable Law related to anti-bribery
                                            or anti-corruption legislation, including the U.S. Foreign Corrupt Practices Act of 1977
                                            and all national, state, provincial or territorial anti-bribery and anti-corruption statutes.
                                            Accordingly, in connection with its performance under this Agreement, MS shall make no offer,
                                            payment or gift, will not promise to pay or give, and will not authorize the promise or payment
                                            of, directly or indirectly, any money or anything of value to any FF employee or agent, any
                                            government official, any political party or its officials, or any person while knowing or
                                            having reason to know that all or a portion of such money or item of value will be offered,
                                            given or promised for the purpose of influencing any decision or act to assist MS or FF or
                                            otherwise obtaining any improper advantage or benefit. MS will take appropriate actions to
                                            ensure that any person representing or acting under its instruction or control (“MS’s
                                            Agents”) will also comply with this Section.



 






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		(g)	Import/Export
                                            Control, Economic Sanctions and Anti-Boycott Compliance.



 


		(i)	Neither
                                            MS, nor any affiliate, owner, officer or director of MS, nor, to the knowledge of MS, any
                                            agent, consultant or other third party representative of MS, acting in its capacity as such
                                            and used in the performance of this Agreement, is a person, or owned or controlled by a person,
                                            that is or was (i) identified on any U.S. Restricted Person List1 or any other
                                            comparable list of persons subject to trade restrictions and/or sanctions imposed or administered
                                            by any Governmental Authority in any jurisdiction in which MS operates; or, (ii) in the case
                                            of MS, or any Affiliate, owner, officer, or director of MS, (A) organized, incorporated,
                                            established, located in, or a citizen, national, or resident of, Cuba, Iran, North Korea,
                                            or Syria; or (B) a Governmental Authority, or an instrumentality thereof, of any country
                                            listed in (ii)(A), above.



 


		(ii)	MS,
                                            any officer, director or MS, and any agent, consultant or other third party representative
                                            of MS, acting in its capacity as such, shall at all times conduct their activities in accordance
                                            with all Applicable Law relating the exportation of the FF81 Products from the Republic of
                                            Korea and importation of the FF81 Product by FF into the United States or Canada, including
                                            any U.S. Trade Laws2 and acknowledges and agrees to FF’s position of no
                                            transactions with Cuba, Iran, North Korea, or Syria in connection with performance under
                                            this Agreement (“FF’s Position”), and confirms that MS will comply
                                            with FF’s Position on all transactions.



 


		(iii)	MS
                                            shall promptly notify FF in the event MS receives written notice from any Governmental Authority
                                            alleging MS’s failure to comply with any export or import requirements in respect to
                                            the FF81 Parts or FF81 Products.



 





 






1 The
term “U.S. Restricted Person List” means: (i) the list of Specially Designated Nationals and Blocked Persons maintained
by the Office of Foreign Assets Control, U.S. Department of the Treasury (“OFAC”); (ii) the Denied Persons and Entity
lists maintained by the Bureau of Industry and Security, U.S. Department of Commerce under the Export Administration Regulations;
(iii) the Debarred list maintained by the U.S. Department of State; and (iv) persons identified by the U.S. Department of State as
subject to sanctions by the U.S. Government for engaging in activities relating to proliferation or Iran.


 


2 The
term “U.S. Trade Laws” means, collectively, each and any U.S. legal requirement, order or permit imposing restrictions,
requirements, conditions or sanctions in connection with import, export or other international trade-related activities, including as
applicable, the Tariff Act of 1930, as amended, and other legal requirements and programs administered or enforced by U.S. Customs and
Border Protection and U.S. Immigration and Customs Enforcement, and their predecessor agencies, such as the U.S. Customs Regulations
(Title 19, Code of Federal Regulations), the Export Administration Act of 1979, as amended, the Export Administration Regulations, 15
C.F.R. Part 730 et seq., the International Emergency Economic Powers Act, as amended, the Trading with the Enemy Act, as amended,
the statutes, regulations, and Executive Orders, administered by OFAC (including 31 C.F.R. Part 500 et seq.), the Arms Export
Control Act, as amended, the International Traffic in Arms Regulations, administered by the U.S. Department of State, Directorate of
Defense Trade Controls (22 C.F.R. Part 120 et seq)., the statutes and Executive Orders authorizing sanctions for trade relating
to specified activities, such as proliferation, or countries, such as Iran, including as administered by the U.S. Department of State,
and the anti-boycott regulations administered by the U.S. Department of Commerce and the U.S. Department of the Treasury.


 



 






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		(h)	No
                                            Conflicts. [***]



 


		(i)	Accurate
                                            Books and Records; Audit. In connection with its performance under this Agreement, MS
                                            will maintain complete and accurate books and records in accordance with generally accepted
                                            accounting principles in its jurisdiction, consistently applied, properly and accurately
                                            recording all payments made by it or its agents in performance of this Agreement or related
                                            to it. MS will maintain a system of internal accounting controls reasonably designed to ensure
                                            that it maintains no off-the-book accounts and that its assets are used only in accordance
                                            with its management directives. All books and records relating to MS’s performance
                                            under this Agreement shall be available for inspection, copying, and audit by an independent
                                            third party mutually acceptable to the Parties (such agreement not to be unreasonably withheld)
                                            during its normal business hours on reasonable notice throughout the Term and for three (3)
                                            years thereafter for the purpose of verifying the MS’s compliance with the terms hereof.
                                            If FF at any time reasonably believes, in good faith, that MS has breached the warranties,
                                            representations or agreements in this Section, then it will have the right to engage an independent
                                            third party mutually acceptable to the Parties to audit MS’s books and records related
                                            to this Agreement in order to verify its compliance with the provisions of this Section.
                                            MS will cooperate in any such reasonable audit requested by FF. FF will give MS reasonable
                                            advance written notice of such audit, the audit will be conducted during reasonable working
                                            hours on regular work days, shall not unreasonably interfere with MS’s ongoing operations
                                            and shall agree to maintain the confidentiality required by Section 18, and to require its
                                            third party auditors to agree to comparable terms. FF shall bear and pay for the cost of
                                            any such audit unless such audit discloses errors in excess of five percent (5%) in favor
                                            of FF, in which case the cost of the audit shall be borne by MS.



 


		(j)	Notification.
                                            MS will notify FF promptly if (a) MS has reason to believe that a breach of this Section
                                            has occurred or is likely to occur; or (b) if any conflicts of interest arise after the signing
                                            of this Agreement, including if MS becomes aware that any of MS’s Agents or their family
                                            members become a government official or political party candidate in a position to influence
                                            MS’s commercial relationship with FF. MS will send all such notices to FF in writing
                                            and to such other person or location as FF may designate in writing.



 


		(k)	Compliance
                                            Certification. MS will, when and as may be requested by FF from time to time, provide
                                            to FF a written certification in form and substance reasonably satisfactory to FF that MS
                                            is in compliance with this Section.



 


		(l)	No
                                            Payments for Improper Activities. FF will not be required under any circumstances to
                                            take any action or make any payments that would cause it or its Affiliates to be in violation
                                            of any Applicable Law, including anti-corruption laws, as a result of any breach of this
                                            Agreement by MS.



 


		(m)	Customs.
                                            Transferable credits or benefits associated with FF81 Products purchased, including trade
                                            credits, export credits, or rights to the refund of duties, taxes, or fees, belong to FF
                                            unless otherwise prohibited by Applicable Law. At FF’s expense, MS will provide FF
                                            with all information and records relating to the FF81 Products and within the control of
                                            MS necessary for FF to (a) receive these benefits, credits, and rights, (b) fulfill any customs
                                            obligations, origin marking or labeling requirements, and certification or local content
                                            reporting requirements, (c) claim preferential duty treatment under applicable trade preference
                                            regimes, and (d) participate in any duty deferral or free trade zone programs of the country
                                            of import.



 






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		20.2.	Data
                                            and Information.



 


		(a)	Supplied
                                            Data. MS will provide FF with all engineering, package and installation drawings, specifications,
                                            testing protocols and results, documents, data (including metadata and digital data), geometric
                                            and functional attributes, information related to MS’s production, delivery, logistics,
                                            quality, volume or similar business information regarding the FF81 Products and other information
                                            relating to the FF81 Products, including detailed design and manufacturing information such
                                            as failure mode and effects analyses (FMEA, including design failure mode and effects analysis
                                            (DFMEA) and process failure mode and effects analysis (PFMEA)), design verification plans
                                            and reports (DVP&R, including test specifications, test reports and test data), p-diagrams
                                            and control plans related to the FF81 Products (collectively, “Supplied Data”)
                                            as and when reasonably requested by FF. Subject to the last sentence of this subsection (a),
                                            FF may use the Supplied Data for any purpose in connection with the FF81 Products. FF will
                                            keep Supplied Data separate from any other FF data assets. The formatting and specifications
                                            of all Supplied Data provided to FF by MS shall be as reasonably specified by FF or as otherwise
                                            agreed upon by the Parties. Supplied Data will be subject to the confidentiality restrictions
                                            set out in Section 18 above.



 


		(b)	Governmental
                                            Reporting. MS will promptly notify MS if it has provided information to a Governmental
                                            Authority regarding the FF81 Products (e.g. in the U.S. following reporting requirements
                                            of U.S. law: 49 CFR Part 573 Defect and Noncompliance Reporting and 49 CFR Part 579 Reporting
                                            of Information and Communications About Potential Defects.). This notification will include
                                            the following information: the date the notification was provided to a Governmental Authority,
                                            the affected FF81 Products (or components thereof, as applicable), and the report type (e.g.,
                                            for reporting to the U.S. government, an Early Warning Report or Noncompliance Report). Upon
                                            the reasonable request of FF and to the extent permitted by Applicable Law, MS will provide
                                            FF with access to and copies of any data, materials, or information provided to a Governmental
                                            Authority relating to the FF81 Products, any component or part of the FF81 Products, or any
                                            materials or substances used in the FF81 Products or in connection with their production,
                                            including any test, manufacturing, field performance, or warranty data. MS will provide the
                                            information within 10 Business Days after receipt of FF’s reasonable request. Disclosure
                                            of any such information will be subject to the restrictions set forth in Section 18, including
                                            the notice requirements of Section 18.3, if any such information is Confidential Information.
                                            Each party agrees to use its commercially reasonable efforts to minimize the disclosure of
                                            Confidential Information under this Section 20.2(b).



 


		(c)	Sustainability
                                            Data. Upon the reasonable request of FF, MS will provide it with access to and copies
                                            of any data, materials, or other information, including any formulas or analyses, that: (i)
                                            relates to the FF81 Products, their composition, any component or part of the FF81 Products,
                                            or any materials or substances used in the FF81 Products or in connection with their production;
                                            and (ii) is needed, as reasonably determined by the requestor, to enable compliance with
                                            any requirement of a Governmental Authority (either mandated or voluntarily agreed upon by
                                            FF or any of its Affiliates) relating to the hazardous, toxic, or other content or nature
                                            of the FF81 Products, or the ability to recycle the FF81 Products or any component, part,
                                            or materials in the FF81 Products. Disclosure of any such information will be subject to
                                            the restrictions set forth in Section 18, including the notice requirements of Section 18.2(d)
                                            and Section 18.3(b), if any such information is Confidential Information. Each party agrees
                                            to use its commercially reasonable efforts to minimize the disclosure of Confidential Information
                                            under this Section 20.2(c).



 


		21.	MISCELLANEOUS



 


		21.1.	Governing
                                            Law; Disclaimer.



 


		(a)	The
                                            state laws of the State of California and the federal laws of the United States of America
                                            shall govern all questions concerning the construction, validity, interpretation and enforceability
                                            of this Agreement and the performance of the obligations imposed by this Agreement without
                                            giving effect to any choice of law or conflict of law rules or provisions that would cause
                                            the application of the laws of any jurisdiction other than state laws of the State of California
                                            and the federal laws of the United States of America.



 






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		(b)	The
                                            state and federal courts located in New York, New York shall have jurisdiction to adjudicate
                                            any dispute or claim arising out of or relating to this Agreement or performance hereof (including
                                            non-contractual disputes or claims). Each Party hereby consents to the jurisdiction and venue
                                            of such courts and agrees not to assert the defenses of lack of personal jurisdiction, improper
                                            venue or forum non convenience in any action brought before such courts.



 


		(c)	Each
                                            party disclaims the applicability of the United Nations Convention on Contracts for the International
                                            Sale of Goods to this Agreement.



 


		21.2.	Relationship
                                            of the Parties. The relationship between the Parties is solely that of independent contracting
                                            parties as a seller and a purchaser and a licensor and a licensee. Nothing in this Agreement
                                            creates any agency, joint venture, partnership or other form of joint enterprise, employment
                                            or fiduciary relationship between the Parties. Neither Party has any express or implied right
                                            or authority to assume or create any obligations on behalf of or in the name of the other
                                            Party or to bind the other Party to any contract, agreement or undertaking with any third
                                            party.



 


		21.3.	Notices.
                                            Except for communications among the CB Members, all notices to be given or delivered under
                                            or by reason of the provisions of this Agreement shall be in writing and shall be deemed
                                            to have been given (a) when delivered personally to the recipient, (b) one (1) Business Day
                                            (or for international delivery two (2) Business Days) following delivery to a reputable express
                                            courier service for next day (or for international delivery second day) delivery to the recipient
                                            (charges prepaid), or (c) when sent if sent by email to the recipient prior to 5pm on a Business
                                            Day in the jurisdiction in which the recipient is located or the following Business Day if
                                            sent at or after 5pm on a Business Day in the jurisdiction in which the recipient is located
                                            or on a day that is not a Business Day in the jurisdiction in which the recipient is located.
                                            Such notices, demands or other communications shall be sent to the respective Persons at
                                            the following addresses (or at such other address for a Party as shall be specified in a
                                            notice given in accordance with this Section 21.3):



 


	If
    to FF, to:	Faraday&Future
                                            Inc.

    18455
    S. Figueroa Street

    Gardena,
    CA 90248

    U.S.A.

    Attn.
    Dr. Carsten Breitfeld

    e-mail:
    [______]

     

	with
                                            a copy to

                                            (which shall not constitute notice):

     

     

     

     
	Faraday&Future
                                            Inc.

    18455
    S. Figueroa Street

    Gardena,
    CA 90248

    U.S.A.

    Attn.
    Brian Fritz, Associate General Counsel

    e-mail:
    brian.fritz@ff.com

     

    and

     

    Troutman
    Pepper Hamilton Sanders LLP

    301
    S. College Street, Suite 3400

    Charlotte,
    NC 28202

    Attn:
    Christian Chad Warpula, P.C.

    email:
    chad.warpula@troutman.com

     

	If
    to MS, to:	Myoung
                                            Shin Co., Ltd.

                                            34 Jayu-ro, Gunsan-si,

    Jeonllabuk-do,
    Republic of Korea

    Attn:
    Youngho Cho, Director

    e-mail:
    choyoungho@ms-global.com

     

	with
    a copy to 

    (which shall not constitute notice):	K&L
                                            Gates

                                            Toranomon Hills Mori Tower 28F

    1-23-1
    Toranomon, Minato-ku

    Tokyo
    105-6328 JAPAN

    Attn:
    Dooyong Kang, Esq.

    e-mail:
    dooyong.kang@klgates.com




 






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		21.4.	Dispute
                                            Resolution.



 


		(a)	General.
                                            The provisions of this Section 21.4 shall apply to any dispute, controversy or claims between
                                            the Parties concerning or in any way arising out of or relating to this Agreement (each,
                                            a “Dispute”). A Party seeking a resolution of any such Dispute by initiating
                                            the dispute resolution procedure under this Section 21.4 shall issue a written notice to
                                            the other Party within a reasonable time period after the occurrence of such Dispute (each,
                                            a “Notice of Dispute”).



 


		(b)	Discussions.
                                            The Parties agree to make a diligent, good faith effort to resolve any Dispute amicably.
                                            To this end, an escalation board meeting as detailed in Annex 21 shall be held, with
                                            members meeting in person, within thirty (30) days after receipt of a Notice of Dispute by
                                            either Party at a mutually agreeable time and place to discuss possible resolution of the
                                            Dispute. In the event that the escalation board is not able to resolve such Dispute within
                                            sixty (60) days after receipt of such Notice of Dispute by the other Party, or such other
                                            period of time as the Parties may mutually agree in writing, then the issue will be escalated
                                            to a member of senior management for each Party (such designated members of senior management,
                                            the “Executive Board”). If the Executive Board is not able to resolve
                                            the Dispute within sixty (60) days of such escalation to it, then, either Party may, by written
                                            notice to the other, invoke the arbitration procedures as set forth in the following provisions
                                            of this Section 21.4.



 


		(c)	Arbitration.
                                            The Parties agree that, any Dispute that is not resolved as provided above shall be resolved
                                            through binding arbitration under the Rules of Arbitration of the International Chamber of
                                            Commerce (the “ICC Rules”), except as modified herein. In the event there
                                            are two or more Disputes related to or based upon some or all of the same facts, events or
                                            circumstances, such Disputes shall be resolved in a single, consolidated arbitration.



 


		(d)	Arbitrators.
                                            Each Party shall select one arbitrator, and the two arbitrators so selected shall choose
                                            a third arbitrator. All three arbitrators shall serve as neutrals and have at least ten (10)
                                            years of: (a) dispute resolution experience; or (b) legal experience in the automotive manufacturing
                                            industry. If a Party fails to nominate its arbitrator, or if the Parties’ arbitrators
                                            cannot agree on the third arbitrator, the necessary appointments shall be made by [the International
                                            Court of Arbitration of the International Chamber of Commerce] in accordance with the Rules
                                            and the terms of this Section 21.4. Once an arbitrator is appointed, neither Party shall
                                            have any ex-parte communication with such arbitrator.



 


		(e)	Location.
                                            The arbitration shall be conducted in the State of California or such other location as may
                                            be agreed in writing by the Parties. The arbitrators shall have discretion to conduct any
                                            pre-hearing conferences by telephone or video conference if they see fit.



 


		(f)	Language.
                                            The arbitration proceedings and all pleadings and written evidence shall be in the English
                                            language. Any written evidence originally in another language shall be submitted with a certified
                                            English translation accompanied by the original or a true copy thereof.



 


		(g)	Making
                                            Employees Available. Each Party agrees to use reasonable efforts to make available for
                                            the arbitration any current employee with information relevant to the Dispute, if reasonably
                                            needed, and agrees that the arbitrators may deem any Person as “necessary.”



 






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		(h)	Duration.
                                            The arbitration hearing shall be concluded as expeditiously as reasonably practicable following
                                            the filing of the initial request for arbitration. The arbitrators must use their best efforts
                                            to complete the arbitration hearing within twelve (12) months of the initial request for
                                            arbitration, with a written award to follow the hearing as set forth in this Section 21.4.



 


		(i)	Award.
                                            The arbitrators shall be instructed and required to render a written, binding, non-appealable
                                            resolution and award on each issue, which shall include a clear statement of the bases for
                                            each such resolution and award. The written resolution and award shall be delivered to the
                                            Parties as expeditiously as possible, but not later than ninety (90) days after conclusion
                                            of the hearing, unless otherwise agreed by the Parties. Judgment upon such award may be entered
                                            in any competent court or application may be made to any competent court for judicial acceptance
                                            of such award and order for enforcement. The arbitrators shall not have authority to: (i)
                                            make any award that could not be made by a court of competent jurisdiction or (ii) modify
                                            the limitations on liability set forth herein or make any award in violation thereof. Any
                                            award to be paid by one Party to the other Party as determined by the arbitrators shall be
                                            promptly paid in U.S. dollars, free of any tax, deduction or offset. Any fees or expenses
                                            incurred by a Party in enforcing the award shall, to the maximum extent permitted by Applicable
                                            Law, be charged against the Party resisting enforcement. Any such award shall include interest
                                            from the date of any damages incurred for breach of this Agreement until such award is paid
                                            in full, at a reasonable rate fixed by the arbitrators.



 


		(j)	Fees
                                            and Costs. Each Party shall bear its own costs and expenses (including attorneys’
                                            fees) in the arbitration, except that the arbitrators may order the non-prevailing Party
                                            to bear all or an appropriate portion (reflective of relative success on the issues) of the
                                            costs and expenses (including attorneys’ fees) incurred by the prevailing Party based
                                            on the relative merits of each Party’s positions on the issues in the Dispute. The
                                            non-prevailing Party shall pay the arbitrators’ fees and expenses and any administrative
                                            fees of the arbitration.



 


		(k)	Confidentiality.
                                            All proceedings, documents, decisions and other materials related to the arbitration shall
                                            be deemed Confidential Information of both Parties under the terms of this Agreement unless
                                            the Parties agree otherwise in writing.



 


		(l)	Injunctive
                                            Relief. Notwithstanding anything to the contrary set forth in this Section 21.4, a Party
                                            shall not be required to use the foregoing dispute resolution procedures or otherwise follow
                                            the provisions of this Section 21.4 with respect to any Dispute to which a Party is seeking
                                            purely injunctive or other equitable, non-monetary relief and such Party shall be entitled
                                            to seek relief before any court having jurisdiction over such Dispute and the Parties. In
                                            addition, the Parties may apply to any court of competent jurisdiction for interim relief,
                                            as necessary, without breaching these arbitration provisions and without abridging the powers
                                            of the arbitrators.



 


		21.5.	Severability.
                                            Any provision of this Agreement that is determined by an arbitrator pursuant to this Agreement,
                                            or a court of competent jurisdiction, to be invalid or unenforceable to any Person or circumstance
                                            shall not affect the validity or enforceability of any other provision hereof or the invalid
                                            or unenforceable provision in any other situation or in any other jurisdiction. In the event
                                            any provision of this Agreement is held invalid or unenforceable only in part or degree,
                                            the Parties hereto intend that such provision shall be deemed modified to the minimum degree
                                            necessary to make such provision valid and enforceable under Applicable Law and that such
                                            modified provision shall thereafter be enforced to the fullest extent possible, and shall
                                            remain in full force and effect to the extent not held invalid or unenforceable in order
                                            to carry out the intent and purpose of such invalid or unenforceable provision.



 






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		21.6.	Vienna
                                            Convention. The Parties hereby expressly agree to exclude and disclaim the application
                                            of the provisions of the United Nations Convention on Contracts for the International Sale
                                            of Goods (also referred to as the Vienna Convention), and any successor convention or legislation,
                                            to this Agreement.



 


		21.7.	Counterparts.
                                            This Agreement may be executed by the Parties in multiple counterparts and shall be effective
                                            as of the Effective Date when each Party shall have executed and delivered a counterpart
                                            hereof, whether or not the same counterpart is executed and delivered by each Party. When
                                            so executed and delivered, each such counterpart shall be deemed an original and all such
                                            counterparts shall be deemed one and the same document. Electronic signature shall be deemed
                                            to be, and shall have the same effect as, execution by original signature. Transmission of
                                            images of signed signature pages by facsimile, e-mail or other electronic means shall have
                                            the same effect as the delivery of manually signed documents in person.



 


		21.8.	Equitable
                                            Relief. Each Party shall be entitled to seek equitable relief, without the necessity
                                            of proof of irreparable harm or posting of bond or other security where otherwise required,
                                            with respect to any breach or threatened breach of the confidentiality provisions hereunder
                                            or any violation or threatened violation of the FF Intellectual Property or MS Intellectual
                                            Property, as applicable.



 


		21.9.	Waiver.
                                            No term or provision of this Agreement will be considered waived and no breach consented
                                            to by either Party unless such waiver or consent is in writing and signed on behalf of the
                                            Party against whom it is asserted and such writing includes a specific statement of such
                                            Party’s intent to make such waiver or consent. No consent to or waiver of a breach
                                            of this Agreement by either Party, whether express or implied, will constitute a consent
                                            to, waiver of, or excuse for any other, different, or subsequent breach of this Agreement
                                            by such Party.



 


		21.10.	Modification.
                                            Except as expressly set forth in this Agreement, no modification or change may be made in
                                            this Agreement except by written instrument duly signed by an authorized representative of
                                            both Parties. The Parties may from time to time enter into amendments to this Agreement to
                                            expand either Party’s rights under this Agreement, implement a different approach to
                                            a particular issue, or to implement other changes. Each such amendment must be duly signed
                                            by an authorized representative of each Party before becoming effective and binding on either
                                            Party.



 


		21.11.	Assignment.
                                            Neither Party may assign this Agreement or subcontract or delegate any of its obligations
                                            hereunder without the prior written consent of the other Party, which consent shall not be
                                            unreasonably withheld, delayed or conditioned, provided that FF (1) may assign this Agreement
                                            to (i) any of its Affiliates or (ii) any entity with which or into which such Party may consolidate
                                            or merge, including as part of a Change of Control with respect to FF and (2) FF may subcontract
                                            or delegate any of its obligations to any of its Affiliates or as otherwise permitted by
                                            this Agreement. Notwithstanding the foregoing, no assignment of this Agreement, or any subcontracting
                                            or delegation of obligations hereunder, by either Party without the prior written consent
                                            of the other Party shall relieve the assigning Party of any of its obligations under this
                                            Agreement. Any assignment, subcontracting, or delegation in contravention of this Section
                                            21.11 will be null and void. MS acknowledges that FF is entering into this Agreement in reliance
                                            upon the personal reputation, qualifications, and abilities of the present owner or owners
                                            and employees of MS’s business and operations. Accordingly, MS shall not assign or
                                            transfer this Agreement or any of its rights, or delegate any of its duties or obligations,
                                            under this Agreement, whether voluntarily, by merger or operation of law, or otherwise, except
                                            with the prior consent of FF. A Change in Control with respect to MS shall be deemed a prohibited
                                            assignment under this Section 21.11.



 


		21.12.	Subcontractors.
                                            Without limiting any other obligations with respect to any subcontracting activities, MS
                                            shall not appoint any subcontractors without FF’s prior written agreement in each instance.
                                            Any such subcontractors must agree in writing to be bound by all of the terms of this Agreement
                                            and accept MS’s obligations hereunder with respect to its limited engagement. MS acknowledges
                                            that it shall retain primary liability to FF for its obligations under this Agreement, notwithstanding
                                            the appointment or FF’s approval of any subcontractors and that MS shall be jointly
                                            and severally liable for the actions or omissions of any subcontractors.



 






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		(a)	MS
                                            will conduct quality audits at the subcontractors MS intends to commission. Such audits can
                                            also be conducted during series production. MS shall ensure that at FF’s request FF
                                            may participate in such audits. FF shall be entitled at any time to check MS supplied parts
                                            and their production upon prior written notice, prior to their use for assembly or sale as
                                            Spare Parts, for their compatibility with any Quality Targets and FF’s quality requirements.
                                            For this purpose, MS will grant persons assigned with such task by FF access to the production
                                            and storage rooms at the Approved MS Plant, and shall procure that its suppliers of MS supplied
                                            parts shall allow the same access at their facilities, and otherwise both co-operate with
                                            the inspection.



 


		(b)	In
                                            the event of any failure of a subcontractors to perform by not meeting a target, a conflict
                                            of goals or a missed deadline, either in the development phase or the production phase (a
                                            “Subcontractor Error”), MS will, without prejudice to MS’s other
                                            responsibilities under this Agreement, strive to the best of its ability for a solution,
                                            e.g. through appropriate requests to subcontractors, recommendations for alternative or catch-up
                                            measures and/or the creation of task forces for troubleshooting. MS will always consider
                                            the impacts of such measures. Once it becomes clear that a Subcontractor Error cannot be
                                            resolved by MS’s measures, MS will promptly notify FF thereof and provide FF with all
                                            information related to the Subcontractor Error, in particular the possible impacts on the
                                            achievement of the project targets. Any costs incurred by FF in connection with a supplier
                                            error will be borne by MS. MS will notify FF of the occurrence of any Subcontractor Error
                                            even if the Subcontractor Error could be resolved by the measures taken by MS. For the avoidance
                                            of doubt, FF shall not be liable for any Subcontractor Errors and it is the sole responsibility
                                            of MS to obtain compensation from the relevant subcontractors for any costs, expenses and
                                            damages incurred by MS.



 


		21.13.	Entire
                                            Agreement. This Agreement (together with the Annexes and Schedules attached hereto) constitutes
                                            the entire agreement between the Parties hereto with respect to the subject matter hereof.
                                            This Agreement supersedes all prior and simultaneous representations, discussions, negotiations,
                                            letters, proposals, agreements, and understandings between the Parties with respect to the
                                            subject matter hereof, whether written or oral. In the event of any conflict or inconsistency
                                            between the terms of this Agreement and any Annex or Schedule hereto, this Agreement will
                                            control, except as specifically stated otherwise.



 


		21.14.	Cumulative
                                            Remedies. The rights and remedies under this Agreement are cumulative and are in addition
                                            to and not in substitution for any other rights and remedies available at law, in equity
                                            or otherwise, except to the extent expressly provided in this Agreement to the contrary.



 


		21.15.	Publicity.
                                            Each Party shall not make any public announcements or communicate with any news media regarding
                                            this Agreement or the transactions contemplated hereby without the prior written consent
                                            of the other Party, with exception of disclosures made pursuant to any Applicable Law or
                                            to any Governmental Authority. Any publicity shall follow the communication guidelines of
                                            FF attached as Annex 20.



 


		21.16.	No
                                            Third Party Beneficiaries. Except as expressly stated herein, each Party intends that
                                            this Agreement will not benefit, or create any right or cause of action in or on behalf of,
                                            any Person other than the Parties.



 


		21.17.	English
                                            Language. This Agreement is in the English language, which language is controlling in
                                            all respects, and all versions hereof in any other language will not be binding on the Parties.
                                            All communications and notices to be made or given pursuant to this Agreement must be in
                                            the English language. The Parties agree that the Invoices, Product Purchase Orders, Parts
                                            Purchase Orders, Special Orders, Special Parts Order and any additional agreements, contracts,
                                            or documents required by the relationship of the Parties will be in English language.



 


		21.18.	Electronic
                                            Processing. The Parties may process purchase orders and other related documents (including
                                            Invoices and ship notices) and any installment payments or advances in respect of all monetary
                                            obligations between them electronically, either directly or through a third party provider
                                            satisfactory to both Parties. Each Party shall be responsible for its own costs, including
                                            the costs of any provider with which it contracts. All electronic fund transfers and wire
                                            transactions shall be in accordance with National Automated Clearing House Association (NACHA)
                                            rules and in accordance with any reasonable instructions and procedures which either Party
                                            may from time to time supply.



 


[Signatures
on Following Page]


 






    Page 73






     


    

 


IN
WITNESS WHEREOF, the Parties have caused this Contract Manufacturing and Supply Agreement to be duly executed by each of their respective
duly authorized representatives as of the Effective Date.


 


	FF:


 


FARADAY&FUTURE INC.


	 	MS:


 


MYOUNG SHIN CO., LTD.



	 	 	 	 	 
	By:	/s/ Carsten
Breitfeld	 	By:	/s/ Taekyu Lee
	 	Signature	 	 	Signature
	 	 	 	 	 
	 	Carsten
Breitfeld	 	 	Taekyu
Lee
	 	Printed
    Name	 	 	Printed
    Name
	 	 	 	 	 
	 	Global CEO 	 	 	CEO
	 	Title	 	 	Title
	 	 	 	 	 
	 	February
4, 2022	 	 	February
4, 2022
	 	Date	 	 	Date
	By:	 

    /s/ Benedikt Hartmann
	 	By:	/s/ Youngho Cho
	 	Signature	 	 	Signature
	 	 	 	 	 
	 	Benedikt Hartmann 	 	 	Youngho Cho
	 	Printed
    Name	 	 	Printed
    Name
	 	 	 	 	 
	 	Sr. VP Supply Chain 	 	 	Managing Director
	 	Title	 	 	Title
	 	 	 	 	 
	 	February
4, 2022	 	 	February
4, 2022
	 	Date	 	 	Date


 


[Annexes
and Schedules on Following Pages]


 


Signature Page to Contract Manufacturing and Supply
Agreement


 






    


     


    

 


Schedule
5.2 


 


(SOP;
Initial Target Annual Production; Initial Forecast; Initial Prices)


 


 


To
be mutually determined and agreed by the Parties, except as otherwise set forth in an Annex to this Agreement.


 






    Page 2








     


    

 


Schedule
5.5(b)


 


(Forecast
and FF Order Schedule)


 


Monthly
FF Forecast and Product Purchase Order for the FF81 Products by FF


 


		a)	FF
                                            shall commence submitting to MS (i) a Monthly FF Forecast for the FF81 Products and (ii)
                                            a Product Purchase Order for the FF81 Products on or prior to the fifth (5th) day of the
                                            fourth (4th) month prior to each SOP Month Korea and shall continue to submit a Monthly FF
                                            Forecast and Product Purchase Order on or prior to the fifth (5th) day of each month thereafter
                                            during the Term.



 


		b)	Each
                                            Monthly FF Forecast shall provide a forecast for each of the six (6) months commencing with
                                            the fifth (5th) month after the FF Submission Month for the total number of FF81 Products
                                            that it then anticipates that it will require for the applicable FF Sales Territory during
                                            each of such six (6) months.



 


		c)	Each
                                            Product Purchase Order shall indicate the units being ordered for the fourth (4th) month
                                            after the FF Submission Month.



 


		d)	The
                                            following is an illustration for the first (1st) seven (7) FF Submission Months:



 


	 	Month
	FF
    Submission Month	M(-4)	M(-3)	M(-2)	M(-1)	M	M(+1)	M(+2)
	FF
    Forecast Obligation	FF
    Volume Requirement for M(+1, 2, 3, 4, 5, 6)	FF
    Volume Requirement for M(+2, 3, 4, 5, 6, 7)	FF
    Volume Requirement for M(+3, 4, 5, 6, 7, 8)	FF
    Volume Requirement for M(+4, 5, 6, 7, 8, 9)	FF
    Volume Requirement for M(+5, 6, 7, 8, 9, 10)	FF
    Volume Requirement for M(+6, 7, 8, 9, 10, 11)	FF
    Volume Requirement for M(+7, 8, 9, 10, 11, 12)
	FF
    Order Obligation	FF
    Volume Requirement for M	FF
    Volume Requirement for M(+1)	FF
    Volume Requirement for M(+2)	FF
    Volume Requirement for M(+3)	FF
    Volume Requirement for M(+4)	FF
    Volume Requirement for M(+5)	FF
    Volume Requirement for M(+6)
	 	M:
                                            the SOP Month

    M-(Number):
    the calendar month that is (Number) months prior to the SOP Month

    M+(Number):
    the calendar month that is (Number) months after the SOP Month



 


		e)	The
                                            obligation of FF to issue Monthly FF Forecasts and place monthly Product Purchase Orders
                                            shall continue each Submission Month after the seventh FF Submission Month for the remainder
                                            of the Term on an incremental basis in a manner consistent with the foregoing formula for
                                            the foregoing initial FF Submission Months.



 




    1


     


    

 


Schedule
5.6(a)


 


(Form
of Product Purchase Order)


 




    1


     


    

 


Schedule
6.6(b)


 


(MS
Form of Certificate of Insurance)


 




    1


     


    

 


Schedule
9.3(a)


 


(Parts
Order Schedule)


 


Monthly
Parts Purchase Order for the FF Supplied Parts


 


		a)	MS
                                            shall commence submitting to FF a Parts Purchase Order for the FF Supplied Parts for the
                                            FF81 Products on or prior to the fifth (5th) day of the fourth (4th) month prior to each
                                            SOP Month Korea and shall continue to submit a Parts Purchase Order on or prior to the fifth
                                            (5th) day of each month thereafter during the Term.



 


		b)	Each
                                            Parts Purchase Order for FF Supplied Parts shall indicate the FF Supplied Parts being ordered
                                            for the fourth (4th) month after the FF Submission Month.



 


		c)	A
                                            Parts Purchase Order for FF Supplied Parts for FF81 Products shall be based on the corresponding
                                            Product Purchase Order placed by FF and accepted by MS in accordance with the terms of this
                                            Agreement.



 


		d)	The
                                            following is an illustration for the first seven MS Submission Months:



 


	 	Month
	MS
    Submission Month	M(-4)	M(-3)	M(-2)	M(-1)	M	M(+1)	M(+2)
	MS
    Order Obligation for FF Supplied Parts for FF81 Products	MS
    Volume Requirement for M	MS
    Volume Requirement for M(+1)	MS
    Volume Requirement for M(+2)	MS
    Volume Requirement for M(+3)	MS
    Volume Requirement for M(+4)	MS
    Volume Requirement for M(+5)	MS
    Volume Requirement for M(+6)
	 	M:
                                            the SOP Month

    M-(Number):
    the calendar month that is (Number) months prior to the SOP Month

    M+(Number):
    the calendar month that is (Number) months after the SOP Month



 


		e)	The
                                            obligation of MS to place monthly Parts Purchase Orders shall continue each Submission Month
                                            after the seventh MS Submission Month for the remainder of the Term on an incremental basis
                                            in manner consistent with the foregoing formula for the foregoing initial MS Submission Months.



 




    Page 2


     


    

 


Schedule
9.3(b)


 


(Form
of Parts Purchase Order)


 


 


1