The following discussion and analysis is intended to help the reader understand
FF's results of operations and financial condition. This discussion and analysis
is provided as a supplement to, and should be read in conjunction with FF's
unaudited Condensed Consolidated Financial Statements and Notes thereto included
elsewhere in this quarterly report on Form 10-Q (this "Report"). Some of the
information contained in this discussion and analysis or set forth elsewhere in
this Report, including information with respect to FF's plans and strategy for
FF's business, includes forward-looking statements that involve risks and
uncertainties. FF's actual results may differ materially from management's
expectations as a result of various factors, including but not limited to those
discussed in the sections entitled "Risk Factors" in the Company's Form 10-K, as
updated by Part II, Item 1A of this Report and "Cautionary Note Regarding
Forward Looking Statements" below. The objective of this section is to provide
investors an understanding of the financial drivers and levers in FF's business
and describe the financial performance of the business.

Cautionary Note Regarding Forward-Looking Statements



This Report includes forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended (the "Securities Act"), and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). These forward-looking statements can be identified by the use of
forward-looking terminology, including the words "believes," "estimates,"
"anticipates," "expects," "intends," "plans," "may," "will," "potential,"
"projects," "predicts," "continue," or "should," or, in each case, their
negative or other variations or comparable terminology. There can be no
assurance that actual results will not materially differ from expectations. Such
statements include, but are not limited to, any statements relating to our
financial and business performance, market acceptance and success of our
business model, our ability to expand the scope of our offerings, and our
ability to comply with the extensive, complex, and evolving regulatory
requirements. These statements are based on management's current expectations,
but actual results may differ materially due to various factors.

The forward-looking statements contained in this Report are based on our current
expectations and beliefs concerning future developments and their potential
effects on us. Future developments affecting us may not be those that we have
anticipated. These forward-looking statements involve a number of risks,
uncertainties (some of which are beyond our control), and other assumptions that
may cause actual results or performance to be materially different from those
expressed or implied by these forward-looking statements. These risks and
uncertainties include, but are not limited to, those factors described under the
section titled "Risk Factors" in the Form 10-K, in this Report. Should one or
more of these risks or uncertainties materialize, or should any of our
assumptions prove incorrect, actual results may vary in material respects from
those projected in these forward-looking statements. We undertake no obligation
(and expressly disclaim any obligation) to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise,
except as may be required under applicable securities laws. These risks and
others described under the section titled "Risk Factors" in the Form 10-K, as
updated in this Report may not be exhaustive.

By their nature, forward-looking statements involve risks and uncertainties
because they relate to events and depend on circumstances that may or may not
occur in the future. We caution you that forward-looking statements are not
guarantees of future performance and that our actual results of operations,
financial condition and liquidity, and developments in the industry in which we
operate may differ materially from those made in or suggested by the
forward-looking statements contained in this Report. In addition, even if our
results or operations, financial condition and liquidity, and developments in
the industry in which we operate are consistent with the forward-looking
statements contained in this Report, those results or developments may not be
indicative of results or developments in subsequent periods.

Overview

Faraday Future Intelligent Electric, Inc. (together with its consolidated
subsidiaries, "FF," "the Company," "we," "us" or "our") is a California-based,
global, shared, intelligent, mobility ecosystem company founded in 2014 with a
vision to disrupt the automotive industry.

On July 21, 2021 (the "Closing Date"), Faraday Future Intelligent Electric Inc.
(f/k/a Property Solutions Acquisition Corp. ("PSAC")), a Delaware corporation,
consummated the previously announced business combination pursuant to that
certain Agreement and Plan of Merger, dated as of January 27, 2021 (as amended,
the "Merger Agreement"), by and among PSAC, PSAC Merger Sub Ltd., an exempted
company with limited liability incorporated under the laws of the Cayman Islands
and wholly-owned subsidiary of PSAC ("Merger Sub"), and Legacy FF. Pursuant to
the terms of the Merger Agreement, Merger Sub merged with and into Legacy FF,
with Legacy FF surviving the merger as a wholly-owned subsidiary of the Company
("Business Combination").

                                       17
--------------------------------------------------------------------------------

Upon the consummation of the Business Combination ("Closing"), PSAC changed its
name from Property Solutions Acquisition Corp. to Faraday Future Intelligent
Electric Inc. ("FF") and FF's Class A Common Stock and warrants ("Public
Warrants") originally issued in the initial public offering of PSAC began
trading on The Nasdaq Global Select Market ("Nasdaq") under the ticker symbols
FFIE and FFIEW, respectively.

With headquarters in Los Angeles, California, FF designs and engineers
next-generation, intelligent, connected, electric vehicles. FF intends to
manufacture vehicles at its ieFactory California production facility in Hanford,
California, with additional future production capacity needs addressed through a
contract manufacturing agreement with Myoung Shin Co., Ltd., ("Myoung Shin"), an
automotive manufacturer headquartered in South Korea. FF has additional
engineering, sales, and operational capabilities in China and is exploring
opportunities for potential manufacturing capabilities in China through a joint
venture or other arrangement.

Since its founding, FF has created major innovations in technology, products,
and a user-centered business model. FF believes these innovations will enable FF
to set new standards in luxury and performance that will redefine the future of
intelligent mobility.

FF's innovations in technology include its proprietary Variable Platform
Architecture ("VPA"), propulsion system, and Internet Artificial Intelligence
("I.A.I.") system. We believe the following combination of capabilities of FF's
products, technology, team, and business model distinguish FF from its
competitors:

•FF has designed and developed a breakthrough mobility platform - its proprietary VPA.

•FF's propulsion system provides a competitive edge in acceleration and range, enabled by an expected industry-leading inverter design, and propulsion system.



•FF's advanced I.A.I. technology offers high-performance computing, high speed
internet connectivity, Over the Air ("OTA") updating, an open ecosystem for
third-party application integration, and a Level 3 autonomous driving-ready
system, in addition to several other proprietary innovations that enable FF to
build an advanced, highly-personalized user experience.

•Since inception, FF has developed a portfolio of intellectual property,
established its proposed supply chain, and assembled a global team of automotive
and technology experts and innovators to achieve its goal of redefining the
future of the automotive industry. As of September 30, 2022, FF has been granted
approximately 650 patents globally.

•FF's B2C (business-to-customer) passenger vehicle launch pipeline over the next five years includes the FF 91 series, the FF 81 series, and the FF 71 series.



•FF believes that the FF 91 will be the first ultra-luxury EV to offer a
highly-personalized, fully-connected user experience for driver and passengers.
FF previously expected deliveries of the FF 91 series to begin in the fourth
quarter of 2022. However, in light of its delayed timing in securing funding
commitments needed to fund its projected use of cash, FF no longer expects to
launch the FF 91 in the fourth quarter of 2022. The timing of launch of FF 91
vehicles is uncertain and remains subject to various conditions, many of which
are outside of FF's control, including the timing, size, and availability of
additional financing as well as the implementation and effectiveness of FF's
headcount reductions and other expense reduction and payment delay measures. It
is also subject to suppliers meeting their commitments on program deliverables
including parts, and timely and successful certification testing.

•Subject to future financing, FF plans to launch its second passenger vehicle,
the FF 81, which will be a premium, mass-market electric vehicle positioned to
compete against the Tesla Model S, Tesla Model X, the BMW 5-series, and the Nio
ES8.

•Subject to future financing, FF plans to develop a mass-market passenger
vehicle, the FF 71. FF expects to launch the FF 71 subsequent to the launch of
FF 81. The FF 71 will integrate full connectivity and advanced technology into a
smaller vehicle size and is positioned to compete against the Tesla Model 3,
Tesla Model Y, and the BMW 3-series.

•Subject to future financing, FF plans to develop a Smart Last Mile Delivery
("SLMD") vehicle to address the high-growth, last-mile delivery opportunity,
particularly in Europe, China and the U.S. FF's modular VPA facilitates entry
into the last-mile delivery segment, allowing FF to expand its total addressable
market and avenues of growth.

                                       18
--------------------------------------------------------------------------------

FF has adopted a hybrid manufacturing strategy consisting of its refurbished
manufacturing facility in Hanford, California and a collaboration with Myoung
Shin. FF is also exploring other potential contract manufacturing options in
addition to the contract manufacturing agreement in South Korea. FF is also
exploring the possibility of manufacturing capacity in China through a joint
venture or other arrangements. All passenger vehicles as well as the SLMD
vehicle are expected to be available for sale in the U.S. and China. European
markets may be added as early as 2024.

Emerging Growth Company Status



Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being
required to comply with new or revised financial accounting standards until
private companies are required to comply with the new or revised financial
accounting standards. The JOBS Act provides that a company can choose not to
take advantage of the extended transition period and comply with the
requirements that apply to non-emerging growth companies. Any such election to
not take advantage of the extended transition period is irrevocable.

FF is an "emerging growth company" as defined in Section 2(a) of the Securities
Act of 1933, as amended, and has elected to take advantage of the benefits of
the extended transition period for new or revised financial accounting
standards. FF expects to continue to take advantage of the benefits of the
extended transition period, although it may decide to early adopt such new or
revised accounting standards to the extent permitted by such standards. This may
make it difficult or impossible to compare our financial results with the
financial results of another public company that is either not an emerging
growth company or is an emerging growth company that has chosen not to take
advantage of the extended transition period exemptions because of the potential
differences in accounting standards used.

Segment Information

FF has determined that FF operates as one reportable segment, which is the design, development, manufacture, engineering, sale, and distribution of electric vehicles and related products in the global market.

Impact of COVID-19 on FF's Business (in thousands)



There continues to be worldwide impact from the COVID-19 pandemic. The impact of
COVID-19 includes changes in consumer and business behavior, pandemic fears,
market downturns, restrictions on business, and individual activities have
created significant volatility in the global economy and have led to reduced
economic activity. The spread of COVID-19 has also created a disruption in the
manufacture, delivery, and overall supply chain of vehicle manufacturers and
suppliers and has led to a global decrease in vehicle sales in markets around
the world.

The pandemic has resulted in government authorities implementing numerous
measures to try to contain the virus, such as travel bans, restrictions,
quarantines, stay-at-home or shelter-in-place orders, and business shutdowns.
For example, FF's employees based in California have been subject to
stay-at-home orders from state and local governments. While the stay-at-home
orders were lifted on June 15, 2021, FF continues to operate under various
return-to-work protocols and must continue to follow certain safety and COVID-19
protocols. These measures may adversely impact FF's employees and operations,
the operations of FF's suppliers and business partners, and could negatively
impact the construction schedule of FF's manufacturing facility and the
production schedule of the FF 91. In addition, various aspects of FF's business
and manufacturing facility cannot be conducted remotely. These measures by
government authorities may remain in place for a significant period of time and
could adversely affect FF's construction and manufacturing plans, sales and
marketing activities, and business operations. The extent of the continuing
impact of the COVID-19 pandemic on FF's operational and financial performance is
uncertain and will depend on many factors outside FF's control, including,
without limitation, the timing, extent, trajectory and duration of the pandemic;
the availability, distribution and effectiveness of vaccines; the imposition of
protective public safety measures; and the impact of the pandemic on the global
economy, including FF's supply chain, and on the demand for consumer products.
Future measures taken by government authorities in response the COVID-19
pandemic could adversely affect FF's construction and manufacturing plans, sales
and marketing activities, and business operations.

In response to the pandemic, Congress passed the Coronavirus Aid, Relief, and
Economic Security Act (the "CARES Act") administered by the United States Small
Business Administration ("SBA"). In 2020, Legacy FF received a Paycheck
Protection Program ("PPP") loan in the amount of $9,168. The Company was
notified by East West Bank that a principal amount of $8,975 as well as accrued
interest of $155 relating to the PPP Loan had been forgiven as of December 31,
2021. The Company paid an amount of $193 in April 2022 to settle the PPP loan.

The COVID-19 vaccine is currently being administered. Any resurgence may slow
down FF's ability to ramp-up FF's production program on time to satisfy
investors and potential customers. Any delay to production will delay FF's
ability to launch the FF 91 and begin generating revenue. The COVID-19 pandemic
could limit the ability of FF's suppliers and business

                                       19
--------------------------------------------------------------------------------

partners to perform, including third-party suppliers' ability to provide
components and materials used in the FF 91. FF may also experience an increase
in the cost of raw materials. FF does not anticipate any material impairments as
a result of COVID-19; however, FF will continue to evaluate conditions on an
ongoing basis. Even after the COVID-19 pandemic has subsided, FF may continue to
experience an adverse impact to its business as a result of the global economic
impact and any lasting effects on the global economy, including any recession
that has occurred or may occur in the future. Refer to the section titled "Risk
Factors" of the Form 10-K for a full discussion of the risks associated with the
COVID-19 pandemic.

Business Combination

On June 24, 2021, the registration statement on Form S-4 (File No. 333-255027),
initially filed with the U.S. Securities and Exchange Commission ("SEC") on
April 5, 2021 (as amended, the "Registration Statement"), relating to the
Business Combination was declared effective by the SEC, and (ii) PSAC
established a record date of June 24, 2021 and a meeting date of July 21, 2021
for its special meeting of stockholders, where the Business Combination was
approved. For purposes of the discussions in this section related to conversion
on the Closing Date of all issued and outstanding Legacy FF Ordinary Stock into
shares of Common Stock of FF in accordance with the terms and conditions of the
Merger Agreement and the settlement of liabilities in conjunction with the
closing of the Business Combination, we refer to that parties' right to receive
Class A and Class B Common Stock.

Recent Developments

FF accomplished the following major milestones during the three months ended September 30, 2022:

•Announced that Mathias Hofmann, Head of Global Supply Chain, would assume the additional position of Head of Manufacturing Operations, on an interim basis.



•Announced its sponsorship and attendance at the 2022 Pebble Beach Concours
d'Elegance taking place from August 18-21, 2022. FF's flagship FF 91 EV was
available for demo rides and made a special appearance on the Concept Lawn on
August 21, 2022.

•Announced a joint partnership with Gameloft, a leader in the creation and
development of games. FF's first concept car, the FFZERO1, is featured inside
Asphalt 8.

•Announced the FF 91 Futurist, the Ultimate Intelligent TechLuxury EV, was
officially certified to have a robust rating of 381 miles of EV range from the
U.S. Environmental Protection Agency ("EPA").

•Announced that PricewaterhouseCoopers LLP ("PwC") notified Faraday Future
Intelligent Electric Inc. (the "Company") that it would not stand for
re-election as the Company's independent registered public accounting firm for
the year ending December 31, 2022 and, effective August 23, 2022, was no longer
the Company's independent registered public accounting firm.

•Announced that a thorough independent external investigation found that allegations that certain directors were conspiring to pursue an unnecessary bankruptcy of the Company were without merit.

•Announced an agreement relating to its governance dispute with FF Top. See Recent Governance Developments for more information.

Subsequent to September 30, 2022, FF accomplished these additional events and milestones:



•Announced the resignation of Becky Roof, the Company's former Interim Chief
Financial Officer, resigned from the Company effective October 12, 2022. Ms.
Roof's departure from the Company followed the successful completion of key
milestones in the Company's SEC reporting and fundraising activities, and was
not a result of any disagreement with the Company's independent auditors or any
member of Company management on any matter of accounting principles or
practices, financial statement disclosure, or internal controls.

•Appointed Yun Han as Chief Accounting Officer and Interim Chief Financial
Officer, effective October 25, 2022. Ms. Yun Han was most recently Senior Vice
President and Chief Accounting Officer of Romeo Power, Inc., and spent over 13
years with PwC. Ms. Yun Han is a Certified Public Accountant licensed in the
State of California.

•Appointed Mazars USA LLP as the Company's independent registered public accounting firm as of and for the year ending December 31, 2022, effective October 27, 2022.


                                       20
--------------------------------------------------------------------------------

•Announced 369 pre-orders as of November 17, 2022. Pre-orders are fully
refundable, non-binding, paid deposits for the FF 91 Futurist Alliance Edition
and/or the FF 91 Futurist vehicles available initially for sale to customers in
the U.S. and China. FF 91 Futurist Alliance Edition pre-orders require a $5,000
deposit for customers in the U.S. and an CNY 50,000 deposit for customers in
China. FF 91 Futurist pre-orders require a $1,500 deposit for customers in the
U.S. and an CNY 20,000 deposit for customers in China.

•Announced the achievement of Production Milestone #6, completion of construction and equipment installation in final vehicle manufacturing areas at FF's Hanford, California manufacturing facility ("ieFactory California").



•Announced the California Air Resources Board (CARB) has certified the FF 91
Futurist as a zero-emissions vehicle (ZEV). The ZEV program is part of CARB's
Advanced Clean Cars package of coordinated standards that control smog-causing
pollutants and greenhouse gas emissions of passenger vehicles in California.

Recent Governance Developments



•As previously disclosed, from June to September 2022, FF and FF Global Partners
LLC ("FF Global") were party to a dispute over various terms of the Shareholder
Agreement as then in effect, including relating to FF Global's right to remove
its designees from the Board of Directors. On September 23, 2022, the Company,
FF Global and FF Top entered into a governance settlement with FF Top, the
largest holder of the Company's Common Stock, including with respect to the
composition of the Board, resignation of Ms. Susan Swenson and Mr. Brian
Krolicki, and the appointment of Adam (Xin) He to the Board. In connection with
the Heads of Agreement, on September 23, 2022, the Company and FF Global entered
into a mutual release agreement (the "Mutual Release"), pursuant to which, the
Company and FF agreed to a mutual general release of claims and to settle fully
and finally all differences between them, including any differences that arose
out of the Company directors' service as a director, employee, officer or
manager of the Company up through and including the date of the Mutual Release
subject to customary exceptions. See "Governance Agreement with FF Top and FF
Global" for more information. Pursuant to the Heads of Agreement, FF Top and FF
Global caused all actions in the Court of Chancery of the State of Delaware, and
any other forum, filed by FF Top, FF Global and/or any of their respective
controlled affiliates as of the effective date of the Heads of Agreement, naming
the Company or any of its directors or officers to be dismissed without
prejudice as of September 27, 2022.

Shortly following the execution of the Heads of Agreement, FF Global began
making additional demands of the Company which were beyond the scope of the
terms contemplated by the Heads of Agreement and pertained to, among other
things, the Company's management reporting lines and certain governance matters.
On September 30, 2022, FF Global alleged that the Company was in material breach
of the spirit of the Heads of Agreement. The Company believes it is in full
compliance with the Heads of Agreement and intends to comply with its terms, and
disputes any characterization to the contrary. While the Company is in
discussions with FF Global regarding these additional demands, such disputes
divert management and Board resources and are costly. There can be no assurance
that this or any other dispute between the Company and FF Global will not result
in litigation. See "Item 1A. Risk Factors - Disputes with our shareholders are
costly and distracting."

On October 3, 2022, Ms. Swenson and Mr. Scott Vogel, a member of the Board,
tendered their resignation from the Board effective immediately. On October 3,
2022, Mr. Jordan Vogel also tendered his resignation from the Board effective on
October 5, 2022 upon his receipt of a supplemental release pursuant to the
Mutual Release.

•On October 14, 2022, FF Top delivered to the Company a "Notice of Nomination of
Replacement FF Top Designees" stating, among other things, that FF Top was
nominating Ms. Li Han to fill the vacancy on the Board left by Ms. Swenson's
resignation. FF Top asserted the right to nominate Ms. Li Han to fill the
vacancy created by Ms. Swenson's resignation because such resignation was not
effected in accordance with the Heads of Agreement, and thus, the provision that
Ms. Swenson's seat would remain empty until the 2022 Annual General Meeting of
Stockholders (the "2022 AGM") did not apply. FF Top maintained that it believed
that Ms. Swenson's vacancy should be filled with a nominee of FF Top,
notwithstanding the current level of FF Top's beneficial ownership of the
Company shares, in light of substantial dilution in its ownership of the Company
shares based on recent financing transactions entered into by the Company. See
"Governance Agreement with FF Top and FF Global" for more information.

•On October 22, 2022, the Company and FF Top entered into the FF Top Amendment
to the FF Top Voting Agreement. Pursuant to the FF Top Amendment, FF Top (among
other things) reaffirmed its commitment under the FF Top Voting Agreement, in
light of the extension of the maturity date of the Bridge Notes under the Third
Amendment, to vote all of its shares of the Company voting stock in favor of the
proposal to approve (for purposes of the NASDAQ listing rules) the issuance, in
the aggregate, of shares in excess of 19.99% of the total

                                       21
--------------------------------------------------------------------------------

issued and outstanding shares of the Company Common Stock pursuant to the
Financing Documents at the special meeting of the Company's stockholders held on
November 3, 2022. FF Top's obligations pursuant to the FF Top Amendment are
conditioned on (i) the appointment of Mr. Chad Chen (or a substitute nominee, as
applicable), in lieu of Ms. Li Han, to the Board of Directors of the Company as
the fourth FF Top designee no later than October 27, 2022 (provided that Mr.
Chen or a substitute nominee, as applicable, is reasonably acceptable to the
Nominating and Corporate Governance Committee of the Board with respect to the
Nasdaq independence rules and legal compliance and criminal compliance)
(provided that if Mr. Chen is not so reasonably acceptable to the Nominating and
Corporate Governance Committee of the Board, then FF Top will be permitted to
nominate another individual to the Board); and (ii) constructive engagement by
Mr. Adam (Xin) He, the Chairman of the Board, directly with representatives of
FF Top on certain additional governance and management matters and, to the
extent the Chairman of the Board so determines, in his discretion, such matters
will be put to a discussion and a vote of the full Board. On October 27, 2022,
Mr. Chad Chen was appointed to the Board. On October 28, 2022, Mr. Brian
Krolicki tendered his resignation from the Board effective immediately.

Recent Financing Developments



•On August 14, 2022, the Company entered into a definitive Securities Purchase
Agreement ("SPA") with FF Simplicity Ventures LLC, an entity affiliated with ATW
Partners LLC ("FF Simplicity"), for $52 million of committed near-term
convertible senior secured notes financing and the potential for an additional
$248 million of incremental senior secured convertible notes financing to be
funded within 90 days after the initial closing. See Note 9, Notes Payable in
FF's unaudited Condensed Consolidated Financial Statements included above, and
the Company's Form 8-Ks filed with the SEC on August 15, 2022 for additional
information.

•On September 23, 2022, the Company entered into Amendment No. 1 to Securities
Purchase Agreement and Convertible Senior Secured Promissory Notes (the
"Amendment") with its subsidiaries party thereto, FF Simplicity as
administrative and collateral agent (in such capacity, the "Agent") and
purchaser and RAAJJ Trading LLC, as purchaser (together with FF Simplicity
Ventures LLC, the "Purchasers"), to amend, among other things, (a) that certain
Securities Purchase Agreement, dated as of August 14, 2022, by and among the
Company, its subsidiaries party thereto, the Purchasers and the Agent (the
"Existing SPA"), (b) that certain Convertible Senior Secured Promissory Note in
favor of FF Simplicity in the principal amount of $25.0 million, dated as of
August 15, 2022, and (c) that certain Convertible Senior Secured Promissory Note
in favor of FF Simplicity in the principal amount of $10.0 million, dated as of
September 14, 2022. Please refer to the Current Report on Form 8-K that was
filed by the Company with the the SEC on August 15, 2022 for a description of
the key terms of the Existing SPA.

•On September 25, 2022, the Company entered into a Joinder and Amendment
Agreement with Senyun International Ltd., an affiliate of Daguan International
Limited ("Senyun"), FF Simplicity and RAAJJ Trading LLC ("RAAJJ"), for the
purchase of up to $60 million under the SPA, subject to the completion of due
diligence by the Company of Senyun and its financing sources. See Note 9,
Notes-Payable for additional information.

•Beginning on August 16, 2022, FF Aventuras SPV XI, LLC, FF Adventures SPV XVIII
LLC, FF Ventures SPV IX LLC and FF Venturas SPV X LLC, entities affiliated with
ATW Partners LLC ("Investors"), converted portions of the aggregate principal
amount of the outstanding convertible notes issued by the Company in a private
placement pursuant to a Second Amended and Restated Note Purchase Agreement,
dated as of October 9, 2020 (as amended from time to time, the "NPA," and such
convertible notes issued under the NPA, the "ATW NPA Notes"), into shares of
Class A Common Stock, as follows below:

                                             Total Principal Amount
                                                of ATW NPA Notes                                             Total Number of
                                                 Converted (in                                              Shares of Class A
          Conversion Period                        thousands)                  Conversion Price            Common Stock Issued
August 16, 2022 to September 14, 2022               $67,218                     $0.84 to $2.29                  64,843,850


•On September 26, 2022, the Investors exercised 2,687,083 ATW NPA Warrants, each
with an exercise price of $0.6427 per share, into an equivalent number of shares
of Class A Common Stock, resulting in net cash exercise proceeds to the Company
of $1.7 million.

•On September 27, 2022, the Investors exercised 29,158,364 ATW NPA Warrants, each with an exercise price of $0.50 per share, on a cashless basis into 14,339,110 shares of Class A Common Stock.


                                       22
--------------------------------------------------------------------------------

•On October 10, 2022, the Company entered into an exchange agreement with the
Investors, pursuant to which, on October 10, 2022, the Investors exchanged
$4,012,180 in aggregate principal amount of the outstanding ATW NPA Notes for
6,269,031 newly issued shares of Class A Common Stock, reflecting a price per
share of Class A Common Stock of $0.64.

•On October 19, 2022, the Company and the Investors entered into an exchange
agreement, pursuant to which, on October 19, 2022, the Investors exchanged
$2,687,109 in aggregate principal amount of the outstanding ATW NPA Notes for
5,227,837 newly issued shares of the Class A Common Stock, reflecting a price
per share of Class A Common Stock of $0.51. Following the completion of such
exchange, there were no outstanding ATW NPA Notes.

•Between November 10, 2022 and November 21, 2022, FF Simplicity and RAAJJ
Trading LLC converted portions of the aggregate principal amount of the
outstanding convertible notes of $13,500 issued by the Company pursuant to the
SPA at a conversion price of $0.89 per share into 14,369,722 shares of Class A
Common Stock with an additional 26,910,917 Class A Common Stock issued at
conversion prices of $0.35 to $0.53 per share in accordance with Make-Whole
Amount provisions, as defined in the SPA.

•On November 14, 2022,the Company announced entry into a definitive Standby
Equity Purchase Agreement ("SEPA") for a new standby equity line of credit with
an affiliate of Yorkville Advisors Global, LP ("Yorkville"), with an initial
commitment of $200 million. Under the terms of the SEPA, Faraday Future will
have the right, but not the obligation, to issue and sell to Yorkville up to
$200 million in shares of the Company's Class A common stock subject to
customary conditions including an effective registration statement for the
resale of such shares. The Company has the right to increase the $200 million
commitment by up to $150 million in one or more installments. The shares will be
sold to Yorkville at a discounted price of 97% of the 3-day volume-weighted
average price at the time of funding, and generally limited to one-third of the
Company's trading volume during such time period. Additional information about
the SEPA can be found in our 8-K filed on November 14, 2022.

Governance Agreement with FF Top and FF Global



As previously disclosed, beginning in June 2022 the Company was party to a
dispute with FF Global, its largest stockholder, over various terms of the
Shareholder Agreement (as then in effect), including relating to FF Global's
right to remove its designees from the Board. On September 23, 2022, the Company
entered into the Heads of Agreement with FF Global and FF Top, pursuant to
which, effective as of September 23, 2022, the Company (a) increased the size of
the Board from nine to ten, (b) appointed Mr. He to fill the vacancy resulting
from such increase in the size of the Board until the 2022 AGM, (c) appointed
Mr. He to the Audit Committee and the Nominating and Corporate Governance
Committee of the Board and (d) agreed to not remove Mr. He from either committee
prior to the 2022 AGM. Pursuant to the Heads of Agreement, FF Top and FF Global
caused all actions in the Court of Chancery of the State of Delaware, and any
other forum, filed by FF Top, FF Global and/or any of their respective
controlled affiliates as of the effective date of the Heads of Agreement, naming
the Company or any of its directors or officers, to be dismissed without
prejudice as of September 27, 2022. Pursuant to the Heads of Agreement, the
Company, FF Global and FF Top agreed to the following matters, and have further
agreed to work expeditiously, cooperatively and in good faith to draft,
negotiate, execute and deliver definitive documentation, including an amendment
to the Shareholder Agreement by no later than December 2, 2022 (or such later
date as may be agreed by the Company, FF Global and FF Top in writing), with the
Heads of Agreement constituting the binding agreement of the parties with
respect to such matters unless and until such further definitive documentation
is entered into:

•the Company will call, convene, hold and complete the 2022 AGM on the earliest date permitted under Delaware law and applicable Nasdaq and SEC requirements;

•the size of the Board will be reduced to seven members effective with the directors to be elected at the 2022 AGM;



•the following individuals will be nominated for election to the Board and
included on the Board's recommended slate at the 2022 AGM: (a) Dr. Breitfeld,
(b) three directors selected by FF Top, at least one of whom will be an
independent director, and (c) three independent directors selected by a
committee, consisting of Mr. He (the designee from the Nominating and Corporate
Governance Committee of the Board reasonably acceptable to FF Top), Dr.
Breitfeld and Mr. Chui Tin Mok (the individual designated by FF Top and
reasonably acceptable to the Company) (the "Selection Committee"), from a pool
of candidates recruited with the assistance of an executive search firm;

•no re-nomination of existing directors of the Company (other than Dr. Breitfeld and Mr. He) at the 2022 AGM without the consent of the Selection Committee;


                                       23
--------------------------------------------------------------------------------

•FF Top's right to maintain three FF Top-nominated directors on the Board
through the Company's 2026 annual general meeting of stockholders (subject to
certain conditions) and thereafter the right to nominate directors to the Board
based on the formula in the Shareholder Agreement between the Company and FF
Top, in each case as long as FF Top maintains a Shareholder Share Percentage (as
defined in the Shareholder Agreement) of at least five percent (5%); and

•the resignation of Ms. Swenson and Mr. Krolicki as directors of the Company. It
was also agreed that (i) Ms. Swenson and Mr. Krolicki would not thereafter seek
or accept re-appointment, re-nomination or re-election to the Board and (ii)
that following their resignations from the Board, their seats would be left
empty until the 2022 AGM (which would result in the Company having an
eight-person Board until the 2022 AGM).

On October 3, 2022, Ms. Swenson and Mr. Scott Vogel, a member of the Board,
tendered their resignation from the Board effective immediately. On October 3,
2022, Mr. Jordan Vogel also tendered his resignation from the Board effective on
October 5, 2022 upon his receipt of a supplemental release pursuant to the
Mutual Release (described below). On October 28, 2022, Mr. Brian Krolicki
tendered his resignation from the Board effective immediately.

As of November 17, 2022, the Company had executed $80 million in financing commitments toward satisfaction of the Implementation Condition, $19.5 million of which have been funded and made available for the Company's general use.



In connection with the Heads of Agreement, on September 23, 2022, the Company
entered into a Mutual Release (the "Mutual Release") with FF Global, its
executive committee members and their controlled affiliates, FF Global's
controlled affiliates (including FF Top), and the directors of the Company and
their controlled affiliates (collectively, and together with the Company, the
"Release Parties"), pursuant to which the Release Parties agreed to a mutual
release of claims and to settle various matters among them, including with
respect to any differences that arose out of the Company directors' service as a
director, employee, officer or manager of the Company up through and including
the date of the Mutual Release, subject to customary exceptions.

As a result of the governance settlement described above, we expect that the
composition of the Board will change substantially effective as of the
completion of the 2022 AGM. See "Item 1A. Risk Factors- The composition of the
Company's Board has changed, and is expected to further change substantially
prior to or immediately following completion of the 2022 AGM." In addition, as a
result of these developments, Mr. Jia and FF Global have strengthened their
already significant influence over the Company. See "Item 1A. Risk Factors-
Yueting Jia and FF Global, over which Mr. Jia exercises influence, have the
ability to significantly influence the Company's management, business and
operations, and may use this ability in ways that are not aligned with the
Company's business or financial objectives or strategies or that are otherwise
inconsistent with the Company's interests. Such significant influence may
increase if and to the extent the current members of the Board and management
are removed and replaced with individuals who are aligned with Mr. Jia and/or FF
Global."

Shortly following the execution of the Heads of Agreement, FF Global began
making additional demands of the Company which were beyond the scope of the
terms contemplated by the Heads of Agreement and pertained to, among other
things, the Company's management reporting lines and certain governance matters.
On September 30, 2022, FF Global alleged that the Company was in material breach
of the spirit of the Heads of Agreement. The Company believes it is in full
compliance with the Heads of Agreement and intends to comply with its terms, and
disputes any characterization to the contrary.

On October 14, 2022, FF Top delivered to the Company a "Notice of Nomination of
Replacement FF Top Designees" stating, among other things, that FF Top was
nominating Ms. Li Han to fill the vacancy on the Board left by Ms. Swenson's
resignation. FF Top asserted the right to nominate Ms. Li Han to fill the
vacancy created by Ms. Swenson's resignation because such resignation was not
effected in accordance with the Heads of Agreement, and thus, the provision that
Ms. Swenson's seat would remain empty until the 2022 AGM did not apply. FF Top
maintained that it believed that Ms. Swenson's vacancy should be filled with a
nominee of FF Top, notwithstanding the current level of FF Top's beneficial
ownership of the Company shares, in light of substantial dilution in its
ownership of the Company shares based on recent financing transactions entered
into by the Company.

On October 22, 2022, the Company and FF Top entered into the FF Top Amendment to
the FF Top Voting Agreement. Pursuant to the FF Top Amendment, FF Top (among
other things) reaffirmed its commitment under the FF Top Voting Agreement, in
light of the extension of the maturity date of the Bridge Notes under the Third
Amendment, to vote all of its shares of the Company voting stock in favor of the
proposal to approve (for purposes of the Nasdaq listing rules) the issuance, in
the aggregate, of shares in excess of 19.99% of the total issued and outstanding
shares of the Company Common Stock pursuant to the Financing Documents at the
special meeting of the Company's stockholders held on November 3, 2022. FF Top's
obligations pursuant to the FF Top Amendment are conditioned on (i) the
appointment of Mr. Chen (or a substitute nominee, as applicable), in lieu of Ms.
Li Han, to the Board as the fourth FF Top designee no later than October 27,
2022

                                       24
--------------------------------------------------------------------------------

(provided that Mr. Chen or a substitute nominee, as applicable, is reasonably
acceptable to the Nominating and Corporate Governance Committee of the Board
with respect to the Nasdaq independence rules and legal compliance and criminal
compliance) (provided that if Mr. Chen is not acceptable to the Nominating and
Corporate Governance Committee of the Board, then FF Top will be permitted to
nominate another individual to the Board); and (ii) constructive engagement by
Mr. He, the Chairman of the Board, directly with representatives of FF Top on
certain additional governance and management matters and, to the extent the
Chairman of the Board so determines, in his discretion, such matters will be put
to a discussion and a vote of the full Board. On October 27, 2022, Mr. Chen was
appointed to the Board. On October 28, 2022, Mr. Krolicki tendered his
resignation from the Board effective immediately.

While the Company is in discussions with FF Global regarding these additional
demands, such disputes divert management and Board resources and are costly.
There can be no assurance that this or any other dispute between the Company and
FF Global will not result in litigation. See "Item 1A. Risk Factors- Disputes
with our stockholders are costly and distracting."

Financing Discussions and New Convertible Note and Warrant Financing



In order to fund its ongoing operations and business plan, including to launch
the FF 91, FF is seeking to raise additional capital from various fundraising
efforts currently underway. Although FF has successfully obtained commitments
from several investors and continues financing discussions with multiple
parties, FF has experienced delays in securing additional funding commitments
relative to its business plan included in the Form 8-K filed on July 25, 2022,
which have exacerbated the supply chain pressures on FF's business. These
factors, in addition to the continued rise in inflation and other challenging
macroeconomic conditions, have led FF to take steps to preserve its current cash
position, including implementing headcount reductions and other expense
reduction and payment delay measures. Further efforts, including additional
headcount reductions, may be undertaken in response to FF's financial condition
and market conditions. The timing of first deliveries of FF 91 vehicles is
uncertain and is not expected to occur in 2022 and remains subject to various
conditions, many of which are outside of FF's control, including the timing,
size, and availability of additional financing as well as the implementation and
effectiveness of FF's headcount reductions and other expense reduction and
payment delay measures. It is also subject to suppliers meeting their
commitments on program deliverables including parts, and timely and successful
certification testing. There is no assurance FF will be able to raise sufficient
funding to launch the FF 91, develop the manufacturing capabilities and
processes, or secure reliable sources of component supply to meet the quality,
engineering, design or production standards, or the required production volumes
to successfully grow into a viable business.

FF is actively engaged in confidential discussions and negotiations with
entities affiliated with FF Top and other potential investors with respect to
purchasing incremental convertible senior secured notes on the same terms as FF
Simplicity Ventures LLC under the SPA. There can be no assurance that FF will be
able to successfully obtain additional incremental convertible senior secured
note Purchasers under the SPA or other debt or equity financing in a timely
manner or on acceptable terms, if at all. In particular, the Company is
currently conducting due diligence on potential financing sources. This process
has been time consuming and may result in the Company not being able to
consummate any financing from these or other financing sources on a timely basis
or at all. If we are unable to raise sufficient additional funds in the near
term, we may be required to further delay our launch plans for the FF 91, reduce
headcount, liquidate our assets, file for bankruptcy, reorganize, merge with
another entity, and/or cease operations.

FF's cash needs after the launch of the FF 91 will depend on the extent to which
FF's actual costs vary from FF's estimates and FF's ability to control these
costs and raise additional funds. Any challenges in supplier engagements, delays
in ramping capacity or labor at the Hanford facility or for sales and service
engagements, rising prices of materials, or ongoing global supply chain
disruptions may further increase the need for additional capital to launch the
FF 91 series. In particular, recently, some suppliers have threatened to
terminate their relationship with the Company because of late payments or
requested accelerated payments and other terms and conditions as a result of our
past payment history and concerns about the Company's financial condition,
leading to less favorable payment terms than the Company had anticipated, and
delaying or putting at risk certain deliveries. FF is in active negotiations
with these suppliers to minimize these risks. Apart from the FF 91 series,
substantial additional capital will be required to fund operations, research,
development, and design efforts for future vehicles.

Components of FF's Results of Operations

Key Factors Affecting Operating Results (in thousands)



FF's performance and future success depend on several factors that present
significant opportunities but also pose risks and challenges including those
discussed below and in the section titled "Risk Factors" in the Form 10-K, as
updated in this Report.

                                       25
--------------------------------------------------------------------------------

Faraday Future Vehicle Launch



FF expects to derive revenue from the sale of the FF 91. FF previously expected
deliveries of the FF 91 series to begin in the fourth quarter of 2022. However,
in light of delayed timing in securing funding commitments needed to fund its
projected use of cash, FF no longer expects to begin deliveries of the FF 91 in
the fourth quarter of 2022. The timing of first deliveries of FF 91 vehicles is
uncertain and is not expected to occur in 2022 and remains subject to various
conditions, many of which are outside of FF's control, including the timing,
size, and availability of additional financing as well as the implementation and
effectiveness of FF's headcount reductions and other expense reduction and
payment delay measures. It is also subject to suppliers meeting their
commitments on program deliverables including parts, and timely and successful
certification testing. FF plans to manufacture the FF 91 in its own
manufacturing facility in Hanford, California. The FF 81, FF 71, and SLMD
electric vehicle models are in various stages of development and are planned to
be released after the FF 91.

Production and Operations

FF expects to continue to incur significant operating costs that will impact its
future profitability, including research and development expenses as it
introduces new models and improves existing models; capital expenditures for the
expansion of its manufacturing capacities; additional operating costs and
expenses for production ramp-up; raw material procurement costs; general and
administrative expenses as it scales its operations; interest expense from debt
financing activities; and selling and distribution expenses as it builds its
brand and markets its vehicles. FF may incur significant costs in connection
with its services once it delivers the FF 91, including servicing and warranty
costs. FF's ability to become profitable in the future will depend on its
ability to successfully market its vehicles and control its costs.

To date, FF has not yet sold any electric vehicles. As a result, FF will require
substantial additional capital to develop products and fund operations for the
foreseeable future. Until FF can generate sufficient revenue from product sales,
FF will fund its ongoing operations through a combination of various funding and
financing alternatives, including equipment leasing and construction financing
of the Hanford, California, ieFactory California, manufacturing facility,
secured syndicated debt financing, convertible notes, working capital loans, and
equity offerings, among other options. The particular funding mechanisms, terms,
timing, and amounts are dependent on the Company's assessment of opportunities
available in the marketplace and the circumstances of the business at the
relevant time. Any delays in the successful completion of its ieFactory
California manufacturing facility will impact FF's ability to generate revenue.
For additional discussion of the substantial doubt about FF's ability to
continue as a going concern, see Note 2, Liquidity and Capital Resources in the
notes to the unaudited Condensed Consolidated Financial Statements and for
further details on liquidity, please see the "Liquidity and Capital Resources"
section below.

Revenues

FF is a development stage company and has not generated any revenue to date.
FF's anticipated introduction of the FF 91, its first vehicle launch, is
expected to generate the majority of FF's future revenue while other vehicles
are in development.

Operating Expenses

Research and Development

Research and development activities represent a significant part of FF's
business. FF's research and development efforts focus on the design and
development of FF's electric vehicles and continuing to prepare its prototype
electric vehicles to exceed industry standards for compliance, innovation, and
performance. Research and development expenses consist of personnel-related
costs (including salaries, bonuses, benefits, and stock-based compensation) for
FF's employees focused on research and development activities, other related
costs, depreciation, and an allocation of overhead. FF expects research and
development expenses to increase as FF continues to develop its vehicles. FF
anticipates an increase in activities in the U.S. and China, where FF's research
and development operations are primarily located.

Sales and Marketing



Sales and marketing expenses consist primarily of personnel-related costs
(including salaries, bonuses, benefits, and stock-based compensation) for FF's
employees focused on sales and marketing, costs associated with sales and
marketing activities, and an allocation of overhead. Marketing activities are
those related to introducing FF's brand and its electric vehicle prototypes to
the market. FF expects selling and marketing expenses to continue to increase as
FF brings its electric vehicles to market and seeks to generate sales.

General and Administrative


                                       26
--------------------------------------------------------------------------------

General and administrative expenses consist primarily of personnel-related
costs, (including salaries, bonuses, benefits, and stock-based compensation) for
employees associated with administrative services such as legal, human
resources, information technology, accounting and finance, other related costs,
and legal loss contingency expenses, which are FF's estimates of future legal
settlements. These expenses also include certain third-party consulting
services, certain facilities costs, and any corporate overhead costs not
allocated to other expense categories. FF expects its general and administrative
expenses to increase as FF continues to grow its business. FF also anticipates
that it will incur additional costs for employees and third-party consulting
services now that it operates as a public company.

Loss on Disposal of Property and Equipment



Loss on disposal of property and equipment relates to the abandonment of certain
FF 91 program construction in progress assets, primarily vendor tooling,
machinery, and equipment, due to the redesign of the related FF 91 components
and implementation of FF's cost reduction program. Charges associated with
disposals are recognized within operating expenses in the unaudited Condensed
Consolidated Statements of Operations and Comprehensive Loss.

Non-operating Expenses

Change in Fair Value Measurements



Change in fair value measurements consists of the losses and gains as a result
of fair value measurements of certain financial instruments which FF records at
fair value. Changes in fair value measurement of related party notes payable and
notes payable have decreased following the Business Combination as the majority
of the liabilities converted to equity or were paid in cash.

Related Party Interest Expense



Related party interest expense consists of interest expense on notes payable
with related parties. Related party interest expense has decreased relative to
prior periods, as the majority of related party notes payable converted to
equity upon completion of the Business Combination.

Interest Expense



Interest expense primarily consists of interest on outstanding notes payable,
capital leases, certain supplier payables, and vendor payables in trust.
Interest expense decreased as the majority of notes payable and vendor payables
in trust were either settled in cash or converted to equity upon completion of
the Business Combination.

Other Expense, net

Other expense, net consists of foreign currency transaction gains and losses and
other expenses such as bank fees and late charges. Foreign currency transaction
gains and losses are generated by revaluation of debt and the settlements of
invoices denominated in currencies other than the functional currency. FF
expects other expense to fluctuate as FF continues to transact internationally.

Loss on Extinguishment or Settlement of Related Party Notes Payable, Notes Payable and Vendor Payables in Trust, net



Loss on extinguishment or settlement of related party notes payable, notes
payable, and vendor payables in trust, net consists of losses resulting from the
settlement of related party notes payable, notes payable, and vendor payables in
trust in connection with the Business Combination.

© Edgar Online, source Glimpses