SALEEN
AUTOMOTIVE, INC.


 


BINDING
LETTER OF INTENT


 


The
purpose of this binding letter of intent (“Letter of Intent”) is to set forth the present mutual understandings
among (i) SM Funding Group, Inc. (“SM Funding”), (ii) Saleen Automotive, Inc. (“Company”),
(iii) David Weiner, parties affiliated with David Weiner (inclusive of W-Net Fund I, L.P.) and other holders of the Company’s
secured indebtedness set forth on Schedule I hereto (collectively, the “Existing Lenders”), and (iv) Steven
Saleen (“Saleen”). Each of SM Funding, the Existing Lenders, Saleen and the Company may from time to time be
referred to as a “Party” and collectively, the “Parties”. The Parties acknowledge that they
intend to enter into certain definitive agreements pursuant to this Letter of Intent, and that until fully integrated definitive
agreements (the “Definitive Agreements”) and other related documents have been prepared, authorized, executed
and delivered by and among the Parties, this Letter of Intent shall bind all Parties to this Letter of Intent in accordance with
the terms and conditions stated herein unless terminated in compliance with the provisions set forth herein. All amounts are in
United States Dollars.


 


	 	 
	Proposed
    Transactions	 
	 	 


 


	 	 	 
	Bridge	 	The
        Company and SM Funding shall enter into a definitive purchase agreement (the “Purchase Agreement”)
        whereby SM Funding or parties affiliated with SM Funding shall purchase from the Company senior convertible secured promissory
        notes (the “Senior Notes”) in the aggregate amount of $2,000,000, but not less than $1,000,000. The
        Senior Notes shall (i) be payable to SM Funding, or order, (ii) have a 12 month term, and (iii) bear interest in an annual
        amount of 12% payable together with principal on the maturity date (the “Bridge Financing”). The outstanding
        principal under the Senior Notes and any accrued and unpaid interest thereon shall, at the holder’s option, be convertible
        into shares of preferred stock of the Company to be issued in the Offering described below.

         

        The
Senior Notes shall be secured by all of the assets of the Company and will be senior to any other outstanding debt of the Company,
including the secured notes in the outstanding principal amount of $2,501,612 held by the Existing Lenders (the “Existing
Notes”), but excluding the secured indebtedness held by Citizens Business Bank in the principal amount of $358,704.
Concurrently with execution of this Letter of Intent, the Parties shall enter or shall have entered into a Subordination Agreement
(the “Subordination Agreement”) confirming SM Funding as senior secured lender and Existing Lenders as subordinated
creditors. The Company at its option may repay or force conversion of the Senior Notes, if still outstanding, at any time after
180 days following the issuance date of the Senior Notes on seven days’ written notice to the holders thereof. 

         




 






    	 	 1	 



     

    

 


	 	 	 
	 	 	Within
        seven (7) business days following the execution of this Letter of Intent, SM Funding shall advance or have advanced $1,000,000
        to Company as the initial funding of the Bridge Financing. Funds advanced by or on behalf of SM Funding to W-Net Fund
        I, L.P. or David Weiner for benefit of the Company under this Letter of Intent are deemed to be and shall be treated for
        all purposes as part of the Bridge Financing. For each $1 million of Senior Notes purchased by SM Funding, the Company
        shall also issue to SM Funding (or its designee) $200,000 of Preferred Stock upon the closing of the Offering at no less
        than the Minimum Amount (as defined below), computed at the price paid by investors in the Offering, provided that the
        aggregate percentage of beneficial ownership allocated hereunder to SM Funding shall not exceed the percentage of SM Funding
        set forth below under “Capitalization.”
	 	 	 
	 	 	The
        Existing Lenders and SM Funding shall, prior to or concurrently with the initial closing of the Bridge Financing, enter
        into a subordination agreement pursuant to which all of the Existing Notes shall become subordinated and junior to the
        lien of the Senior Notes.



  


	 	 	 
	Private
        Placement

         

         
	 	The
                                                                                                                target amount to be invested by SM Funding or its affiliates, or at the option of SM Funding to be raised pursuant to the
                                                                                                                private placement offering (“Offering”) of shares of preferred stock of the Company (the
                                                                                                                “Shares”) hall be $10,000,000 (the “Target Amount”). Notwithstanding the foregoing, the
                                                                                                                Offering may close if a minimum of $8,000,000, inclusive of the conversion of principal and interest under the Senior Notes,
                                                                                                                is obtained for the Company (the “Minimum Amount”). SM Funding may elect to purchase the difference
                                                                                                                between the Target Amount and the Minimum Amount with the proceeds of a one year note advanced by the Company to SM Funding
                                                                                                                bearing interest at the rate of 5% per annum. The Company shall enter into a registration rights agreement with the investors
                                                                                                                in the Offering whereby the Company will undertake promptly following close of the Offering to file a registration statement
                                                                                                                with the Securities and Exchange Commission to register the Shares for resale (the “Registration
                                                                                                                Statement”) and will cause the Registration Statement to become effective as soon as practicable thereafter,
                                                                                                                subject to the requirements of Rule 415 promulgated under the Securities Act of 1933, as amended.

        

        

         




 






    	 	 2	 



     

    

 


	 	 	 
	 	 	For
        each $1 million of Senior Notes purchased by SM Funding under this Letter of Intent the Company shall deliver to SM Funding
        or its designee one Black Label Mustang or acceptable equivalent.
	 	 	 
	 	 	 
	Preferred Shares	 	The
Shares shall have a liquidation preference equal to the original purchase price therefor and shall be convertible into shares
of Common Stock of the Company consistent with the “Capitalization” section below.
	 	 	 
	 	 	 
	Preferred Shares	 	The
Shares shall have a liquidation preference equal to the original purchase price therefor and shall be convertible into shares
of Common Stock of the Company consistent with the “Capitalization” section below.
	 	 	 
	 	 	 
	Mandatory Conversion
    of Existing Notes	 	All
        of the unpaid principal and accrued and unpaid interest of the Existing Notes, together with the unpaid principal and
        accrued and unpaid on the other unsecured convertible notes of the Company identified on Schedule I hereto, shall automatically
        convert into Shares upon the closing of the Offering at the Minimum Amount in a manner consistent with the “Capitalization”
        section below.
	 	 	 
	 	 	 
	Capitalization	 	The
    Company is authorized to issue up to 2,500,000,000 shares of common stock (the “Common Stock”) and 1,000,000
    shares of Preferred Stock (the “Preferred Stock”), of which a total of 489,959,781 shares of Common Stock
    and 384,211.645 shares of Super Voting Preferred Stock, convertible into common stock at ratio of 1,000:1, are currently issued
    and outstanding. Additionally, 13,459,000 shares of Common Stock have been set aside for issuance under an Omnibus Incentive
    Plan. The Company has issued and outstanding $4,992,552 principal amount of convertible promissory notes.
	 	 	 
	 	 	The outstanding
shares of Super Voting Preferred Stock shall convert into Common Stock of the Company in accordance with the terms thereof, on
or about October 20, 2015, upon the filing of the Certificate of Amendment to the Certificate of Incorporation of the Company
increasing the authorized shares of Common Stock of the Company to 2,500,000,000 shares, as set forth in the Company’s Information
Statement on Schedule 14C filed with the Securities and Exchange Commission on September 30, 2015. 
	 	 	 



  






    	 	 3	 



     

    

 


	 	 	 
	 	 	Upon completion of the Offering at the Target
Amount, assuming the conversion of the Shares into Common Stock, the beneficial ownership of the Company shall be:








 





	Name	 	Percentage	 
	(i) SM Funding Group	 	 	60.9	%*
	(ii) Existing Lenders***	 	 	26.1	%
	(iii) Saleen	 	 	10	%**
	(iv) All others as a group	 	 	3	%








 


	 	 	In the event the Offering is completed for
less than the Target Amount, the percentage ownership of SM Funding Group shall be proportionately reduced, and the percentages
for all of the other Parties shall be proportionately increased.





	 	 	 
	 	 	* Includes shares of Preferred Stock issuable
to SM Funding for each $1 million of Senior Notes purchased by it, as described above under “Bridge.”


 


** Excludes Warrant to purchase 5% of outstanding
common stock to be issued to Steve Saleen upon the closing of the Offering. To the extent necessary, Saleen shall surrender shares
of Common Stock, or preferred stock, to the Company for cancellation to achieve the percentages set forth above.


 


*** Includes conversion of unsecured convertible
notes set forth on Schedule I hereto.


 


The Definitive Documents will require the Company
to file a Certificate of Amendment to its Certificate of Incorporation, within a reasonable time after the closing of the Offering,
increasing its authorized shares of Common Stock to an amount sufficient to allow the conversion into Common Stock of the Shares
issued in the Offering.

 








 






    	 	 4	 



     

    

 


	 	 	 
	SM Funding
    Perquisites 	 	Following
        the completion of the Offering, each SM Funding investor will receive perquisites, in the form of a Company manufactured
        vehicle designated by the Company, provided that such investor invests a minimum amount to be mutually determined by Company
        and SM Funding.

         

	 	 	 
	Key Man Life
    Insurance 	 	At
the closing of the Offering, the Company shall obtain and maintain for a period of no less than five years (the “Initial
Term”) from the date of the closing of the Offering $15,000,000 key man life insurance policy on Saleen (the “Saleen
Life Policy”). The Saleen Life Policy shall irrevocably name SM Funding as the beneficiary thereof for the Initial Term.
Proceeds of the Saleen Life Policy in excess of $10,000,000 would be delivered to the Company. 

	 	 	 
	 	 	 
	Consulting
    Fees	 	The
        Company shall pay consulting fees to Cyrano Group Inc., an affiliate of SM Funding, in the amount of $25,000 per month
        for a period of not less than 24 months commencing on first business day of the month that follows completion of the Offering,
        subject to the closing of the Offering at the Minimum Amount.

         

	 	 	 
	Certain Conditions
    to Closing	 	The
closing of the transactions contemplated hereby shall be subject to customary conditions to close for transactions of this type
as more particularly set forth in the related transaction documents. Without limitation on the foregoing, closing of transactions
shall be subject to: 




 


	 	(i)	Completion
        of due diligence by and to the satisfaction of SM Funding.
	 	 	 
	 	(ii)	Execution
        by the Parties of Definitive Agreements
	 	 	 
	 	(iii)	Approval
        by the requisite vote of the Board of Directors and stockholders of the Company if required under the Nevada Revised Statutes
        and the Company’s charter documents.
	 	 	 
	 	(iv)	Such
        other terms as the Parties may mutually find to be reasonable and appropriate.
	 	 	 






 






    	 	 5	 



     

    

 


	 	 	 
	Intellectual
    Property	 	Other
        than as set forth in that certain Intellectual Property License Agreement entered into on June 5, 2015 with Saleen Motors
        International LLC, a Delaware limited liability company that is a wholly owned subsidiary of GreenTech Automotive, Inc.,
        the Company retains the sole and exclusive right to use, sublicense and otherwise benefit from all of the Company’s
        intellectual property, including without limitation the exclusive right to the “Saleen” name.

         

	 	 	 
	Accredited
    Investors; Unregistered Securities	 	The
Offering shall be made solely to “accredited investors” within the meaning of the federal securities laws. The Parties
agree and acknowledge that the proposed offer and issuance of the Shares in the Offering will be exempt from registration under
the Securities Act of 1933, as amended, and that any shares of the Company’s common or preferred stock issued in connection
with this transaction shall be restricted securities within the meaning of the federal securities laws and that certificates evidencing
the Shares shall bear an appropriate restrictive legend. 

                                                                               

	 	 	 
	Termination	 	This
        binding Letter of Intent may be terminated:

         

        (i)
        by mutual written consent of the Company and SM Funding;

         

        (ii)
        upon written notice from SM Funding that results of due diligence are not satisfactory; or

         

        (iii)
        upon written notice by any Party to the other Parties if the Bridge Financing in the amount of at least $1 million has
        not been completed within five (5) business days following the execution of this Letter of Intent.

         

        Upon
termination, the parties hereto will have no further obligations hereunder, except for provisions of Confidentiality and Disclosure
sections as set forth herein. 

         

	 	 	 
	Due
    Diligence	 	SM
Funding has commenced, and intends to continue, its due diligence investigation of the prospects, business, assets, contracts,
rights, liabilities, liens, and obligations of the Company, including operational, financial, marketing, employee, legal, regulatory
and other related matters. 

                                                                                                                 




 






    	 	 6	 



     

    

 


	 	 	 
	Exclusivity	 	For
        a period of 45 days after this Letter of Intent is fully executed, SM Funding will have a period of exclusivity to complete
        the Bridge Financing. Following the completion of the Bridge Financing, SM Funding will have a period of 90 days exclusivity
        to complete the Offering (each such exclusivity period is, the “Exclusivity Period”). During the Exclusivity
        Period, the Company and its subsidiaries shall not, directly or indirectly, through any representative or otherwise, solicit
        or entertain offers from, negotiate with or in any manner encourage, discuss, accept or consider any proposal of any other
        person relating to any type of financing transaction, or sell, dispose or hypothecate any of its subsidiaries, their assets
        or businesses, in whole or in part, whether through direct purchase, merger, consolidation or other business combination
        (other than sales of inventory in the ordinary course) without prior written approval of SM Funding.

         

	 	 	 
	Expenses	 	Each
        of the Company and SM Funding and the Existing Lenders shall be responsible for and bear all of their respective costs
        and expenses (including any broker’s, finder’s, counsel and investment banking fees) incurred in connection
        with the transactions, including expenses of its representatives incurred at any time in connection with pursuing or consummating
        the transaction. Upon closing of the Offering at the Minimum Amount, SM Funding Group shall be reimbursed in full by the
        Company for all out of pocket expenses, not to exceed $200,000.

         

	 	 	 
	Governing
    Law	 	The
        terms of the transaction and all other matters relating to the transaction will be governed by the laws of the State of
        California, without regard to the conflicts of law provisions thereof.

         

	 	 	 
	Access	 	The
Company and its subsidiaries shall provide to SM Funding complete access to the facilities, books and records of the Company and
its subsidiaries and shall cause the directors, employees, accountants and other agents and representatives (each a Representative
and collectively, the “Representatives”) of the Company and its subsidiaries to cooperate fully with SM Funding
and SM Funding’s Representatives in connection with the SM Funding’s due diligence investigation of the Company and
its subsidiaries and the Company’s and its subsidiaries’ assets, contracts, liabilities, operations, records and other
aspects of its business. SM Funding shall be under no obligation to continue with its due diligence investigation or negotiations
regarding the Offering if, at any time, the results of its due diligence investigation are not satisfactory to SM Funding for
any reason in its sole discretion. In that case, SM Funding shall give a written notice to the Company, following which the Exclusivity
provisions of this Letter of Intent shall terminate. 

                                                                                                                 




 






    	 	 7	 



     

    

 


	 	 	 
	Conduct
    of Business	 	Until
        the initial closing of the Bridge Financing documents (consisting of securities purchase agreement, senior convertible
        promissory note, security agreement and subordination agreement, and such other documents deemed necessary or appropriate
        by the parties, collectively, the “Bridge Documents”) have been duly executed and delivered or this
        Letter of Intent has been terminated, the Company and its subsidiaries shall conduct their respective businesses only
        in the ordinary course, and not to engage in any extraordinary transactions without SM Funding’s prior consent,
        including:

         

        (i)
        not disposing of any of its assets;

         

        (ii)not
        materially increasing the annual level of compensation of any employee, and not increasing the annual level of compensation
        of any person whose total combined compensation from the Company and any subsidiary in the last preceding fiscal year
        exceeded $75,000, and not granting any unusual or extraordinary bonuses, benefits or other forms of direct or indirect
        compensation to any employee, officer, director or consultant, except in amounts in keeping with past practices by formulas
        or otherwise;

         

        (iii)
        not increasing, terminating, amending or otherwise modifying any plan for the benefit of employees;

         

        (iv)
        not paying any dividends, redeeming any securities, or otherwise causing assets of the Company or any of its subsidiaries
        to be distributed to any of its shareholders, except by way of compensation to employees who are also shareholders within
        the limitations set forth in clause (ii) above; and

         

        (v)
not borrowing any funds, under existing credit lines or otherwise, except as reasonably necessary for the ordinary operation
of the Company’s or its subsidiaries’ businesses in a manner in keeping with historical practices. 

         




 






    	 	 8	 



     

    

 


	 	 	 
	Disclosure	 	Except
        as and to the extent required by law, without the prior written consent of the other Parties, no Party to this Letter
        of Intent (or any of its subsidiaries) shall, and each shall direct its Representatives not to, directly or indirectly,
        make any public comment, statement or communication with respect to, or otherwise disclose or permit the disclosure of
        the existence of discussions regarding a possible transaction between the Parties or any of the terms, conditions or other
        aspects of the transaction proposed in this Letter of Intent. Notwithstanding the foregoing the Company may make such
        filings with the Securities and Exchange Commission as may be required upon advice of its legal counsel. Each Party agrees
        to cooperate with the others in making such timely, accurate and appropriate disclosures.

         

	 	 	 
	Confidentiality	 	Except
        as and to the extent required by law, each Party agrees that it shall not disclose or use, and it shall cause its Representatives
        not to disclose or use, any Confidential Information (as defined below) with respect to any other Party furnished, or
        to be furnished, by a Party or its Representatives to any other Party or any other Party’s Representatives in connection
        herewith at any time or in any manner other than in connection with its evaluation of the Transaction. For purposes of
        this section, “Confidential Information” means any information about a Party stamped “confidential”
        or identified in writing as such to the first Party by the another Party; provided, however, that Confidential
        Information does not include information which the first Party can demonstrate (i) is generally available to or known
        by the public other than as a result of improper disclosure by the first Party or (ii) is obtained by the first Party
        from a source other than the other Party, provided that such source was not bound by a duty of confidentiality
        to the other Party or another Party with respect to such information. If this Letter of Intent is terminated, the Parties
        shall promptly return to each other any Confidential Information in their possession.

         

        Each
        Party hereto hereby acknowledges that it is familiar with, and hereby agrees that it will advise its representatives who
        are informed as to the matters which are the subject of this Agreement concerning the Securities Exchange Act of 1934,
        as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder; and agrees that
        it will neither use, nor cause any person to use, any Confidential Information in contravention of the Exchange Act, and
        the rules and regulations promulgated thereunder, including, without limitation, Rule 10b-5 and Rule 14e-3 thereunder.

         

	 	 	 
	Letter
    of Intent Priority	 	This
    Letter of Intent supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, whether
    expressed or implied, oral or written (collectively, the “Commitments”) and, in the event of a conflict between
    the provisions of this Letter of Intent and any of the Commitments, the terms and provisions of this Letter of Intent shall
    govern. 
	 	 	 


 


[Signature
Page Follows]


 




    	 	 9	 



     

    


 


The
foregoing accurately summarizes the understandings and agreements of the Parties with respect to the matters covered by this binding
Letter of Intent. This document may be executed in counterparts, each of which will be deemed an original, but all of which together
will constitute one and the same instrument. Facsimile, digital image and electronic signatures shall constitute valid signatures
for all purposes.


 


	SM
    FUNDING:	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	COMPANY:	 
	 	 	 
	By:	 	 
	Name:	Steven
    Saleen	 
	Title:	Chief
    Executive Officer	 
	 	 	 
	W-NET
    FUND I, L.P.	 
	 	 	 
	By:	 	 
	Name:	David
    Weiner 	 
	Title:	 	 
	 	 	 
	STEVEN
    SALEEN	 
	 	 	 
	By:	 	 
	 	Steven
Saleen, an individual	 


  




    	 	 10	 



     

    


 


SCHEDULE
I


 


Existing
Note Holders


 


	 	 	 	 	 	Principal	 	 	Accrd. Int.	 	 	Total	 
	 	 	Maturity	 	 	 	 	 	 	 	 	 	 
	 	 	Date	 	 	Balance	 	 	Balance	 	 	Balance	 
	SECURED	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Europa International	 	 	6/25/2017		 	 	1,162,310	 	 	 	83,395	 	 	 	1,245,705	 
	Kartic Enterprises, Inc.	 	 	6/25/2017		 	 	50,000	 	 	 	3,013	 	 	 	53,013	 
	W-Net Fund I L.P.	 	 	6/25/2017		 	 	750,000	 	 	 	39,489	 	 	 	789,489	 
	Gardner Syndication Mngt. Inc	 	 	6/25/2017		 	 	39,410	 	 	 	1,951	 	 	 	41,361	 
	W-Net Fund I L.P.	 	 	1/20/2019		 	 	255,600	 	 	 	3,320	 	 	 	258,920	 
	Europa International	 	 	1/20/2019		 	 	244,292	 	 	 	3,092	 	 	 	247,384	 
	 	 	 	 	 	 	 	2,501,612	 	 	 	134,260	 	 	 	2,635,872	 



  


Other
Notes to Convert upon Closing of Offering


 


	UNSECURED 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	W Net Fund I L.P.	 	 	3/27/2017		 	 	700,000	 	 	 	57,482	 	 	 	757,482	 
	Europa International	 	 	3/28/2017		 	 	1,000,000	 	 	 	87,835	 	 	 	1,087,835	 
	Philpot Family Trust	 	 	3/28/2017		 	 	100,000	 	 	 	8,783	 	 	 	108,783	 
	Mapstead	 	 	3/31/2017		 	 	150,000	 	 	 	13,089	 	 	 	163,089	 
	Adam Liebross	 	 	4/1/2017		 	 	250,000	 	 	 	21,815	 	 	 	271,815	 
	W-Net Fund I L.P. (KBM drip)	 	 	OPEN	 	 	 	77,000	 	 	 	101	 	 	 	77,101	 
	 	 	 	 	 	 	 	2,277,000	 	 	 	189,106	 	 	 	2,466,106	 



 






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