Item 1.01. Entry into a Material Definitive Agreement.
On December 28, 2022,
Faraday Future Intelligent Electric Inc. (the “Company”) entered into a letter agreement (the “Letter Agreement”)
with Senyun International Ltd., an affiliate of Daguan International Limited (“Senyun”) and FF Simplicity Ventures LLC (“FF
Simplicity”), a Delaware limited liability company, as administrative agent and collateral agent, which amends that certain Securities
Purchase Agreement, dated as of August 14, 2022 (as amended by that certain Amendment No. 1 to Securities Purchase Agreement
and Convertible Senior Secured Promissory Notes, dated as of September 23, 2022, that certain Joinder and Amendment Agreement, dated
as of September 25, 2022 (the “Joinder”), that certain Limited Consent and Third Amendment to Securities Purchase Agreement,
dated as of October 24, 2022, and that certain Limited Consent, dated as of November 8, 2022) (the “Existing SPA”
and, as further amended by the Letter Agreement, the “SPA”). Please refer to the Current Reports on Form 8-K that were filed
by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on August 15, 2022, September 26, 2022,
October 25, 2022 and November 8, 2022 for a description of the key terms of the Existing SPA, which is incorporated herein by
reference.
Pursuant to the Letter Agreement,
Senyun will pay to the Company the first $4,000,000 of its fourth funding tranche under the Existing SPA promptly upon the execution of
the Letter Agreement. In addition to an amount of $60,000,000 already committed by Senyun as part of the Joinder, pursuant to the Letter
Agreement, the Company shall issue and sell to Senyun, and Senyun commits to acquire from the Company, subject to the satisfaction of
certain conditions (the “Financing Conditions,” described below), incremental notes in an aggregate principal amount of $30,000,000
(collectively, the “Additional New Notes” or “New Notes” for purposes of the Financing Documents, as defined in
the SPA) on the following dates (each an “Additional Funding Date”): (i) $10,000,000 in principal amount of Additional New
Notes no later than January 31, 2023; (ii) $10,000,000 in principal amount of Additional New Notes no later than February 28,
2023; and (iii) $10,000,000 in principal amount of Additional New Notes no later than March 15, 2023.
Subject to mutual agreement
on further terms and conditions regarding the Additional New Notes, the obligation of Senyun to purchase the Additional New Notes on each
Additional Funding Date shall be subject to the satisfaction or waiver of each of the following Financing Conditions: (a) delivery by
the Company to Senyun of a warrant registered in the name of Senyun to purchase up to a number of shares of common stock equal to 33%
of Senyun’s Conversion Shares (as defined in the SPA) on such Additional Funding Date, with an exercise price equal to $5.00, subject
to adjustment set forth in such warrant, in the form attached as Exhibit D to the SPA, with such further adjustments to be agreed to by
the parties; (b) delivery by the Company to Senyun of an Additional New Note in the principal amount applicable to such Additional Funding
Date, which Additional New Note shall be on the same terms and conditions as the New Notes issued to Senyun prior to the date of the Letter
Agreement, as amended by the terms of the Letter Agreement; (c) there be no default or event of default (as defined under the SPA), shall
have occurred and is continuing or would occur as a result of such purchase; (d) the representations and warranties contained in the Financing
Documents are true and correct in all material respects (without duplication of any materiality qualifier) as of such Additional Funding
Date, both before and after giving effect to the Additional New Note being issued on such Additional Funding Date; (e) payment by the
Company of all legal fees and other transaction expenses Senyun incurred through such Additional Funding Date up to $500,000 in the aggregate,
which at the Company’s option, can be paid by net funding the applicable Additional New Notes; (f) the Company has (i) either (A)
obtained the prior written consent of FF Simplicity for the transactions contemplated by the Letter Agreement or (B) with the prior written
consent of Senyun (such consent not to be unreasonably withheld, conditioned or delayed), agreed to issue unsecured notes (“Unsecured
Notes”) to Senyun in lieu of Additional New Notes on substantially identical terms as the Additional New Notes other than such Unsecured
Notes shall not have any security interest (and such Unsecured Notes shall also have such other adjustments required so that FF Simplicity’s
consent under the SPA shall not be required in connection with the issuance thereof), and (ii) shall have used commercially reasonable
efforts to obtain a waiver from each of FF Simplicity and RAAJJ Trading LLC of its right to amend its existing Note(s) as permitted under
the SPA and any downward adjustment to the conversion price of the Note(s) as a result of the amendments contemplated by the Letter Agreement,
provided that obtaining such waiver shall not be a condition to any Senyun funding; (g) the Company has obtained stockholder approval
for, and filed a certificate of amendment to its second amended and restated certificate of incorporation, to increase the number of authorized
shares of the Company’s common stock to have sufficient shares to satisfy the full conversion or exercise, as the case may be, of
all New Notes, warrants and Tranche B Notes (as defined in the SPA) issuable pursuant to the Financing Documents; (h) a registration statement
on Form S-1 registering the resale by Senyun of an aggregate of 161,500,000 shares of the Company’s common stock shall have been
declared effective by the SEC and the Company has made all filings required to be filed pursuant to the Securities Act of 1933 or the
Securities Exchange Act of 1934 and the rules promulgated thereunder; (i) the Company has delivered to Senyun the most recent quarterly
and annual financial statements (as described in the SPA), that either have been filed with the Commission or that are otherwise required
to be filed with the SEC as of the applicable Additional Funding Date; provided, that the filing of such quarterly and annual financial
statement with the SEC via EDGAR or otherwise making them publicly available on its website shall be deemed to be delivered to Senyun
for purposes of this condition; and (j) delivery by the Company to Senyun amended and restated New Notes that provides that $10,000,000
in aggregate principal amount of New Notes issued prior to the Letter Agreement shall not be subject to transfer restrictions.
Subject to the Company obtaining
a waiver described in item (j) of the Financing Conditions described above, the Company shall issue to Senyun such number of shares of
common stock as is equal to the difference between (x) the actual number of Conversion Shares issued to Senyun on $19,000,000 in aggregate
principal amount of New Notes previously converted by Senyun and (y) the number of Conversion Shares that would have been issued to Senyun
as if the conversion price applicable to such New Notes were $0.8925. Such shares to be issued to Senyun shall take into account any beneficial
ownership limitation applicable to Senyun and may be issued in multiple tranches to ensure compliance with such beneficial ownership limitation.
The above description of the Letter Agreement does not purport to be
complete and is qualified in its entirety by the complete text of such agreement, a form of which is filed as Exhibit 10.1, and incorporated
herein by reference.