A Differentiated and Compelling Investment Opportunity

Risk factors (cont'd) - We are subject to legal proceedings and claims that have not been fully resolved and that have arisen in the ordinary course of business. The outcome of litigation is inherently uncertain. If one or more legal matters were resolved against Faraday Future in a reporting period for amounts above management's expectations, Faraday Future's financial condition and operating results for that reporting period could be materially adversely affected. Upon the completion of the Business Combination, the combined company will adopt a dual-class common stock structure consisting of Class A common stock and Class B common stock, and FF Top Holding Ltd ("FF Top"), an entity collectively controlled by FF's existing management and employees, including Mr. Jia, and certain creditors in Mr. Jia's personal bankruptcy, will beneficially own, directly or indirectly, all of the Class B common stock. Each share of Class A common stock will be entitled to one vote and each share of Class B common stock will initially be entitled to one vote; however, if the combined company's equity market capitalization reaches $20 billion, the Class B common stock will convert from one vote per share to ten votes per share. If FF Top obtains its such super enhanced voting rights, it would have considerable influence over matters such as decisions regarding mergers, consolidations and the sale of all or substantially all of the assets of the combined company, election of directors and other significant corporate actions. FF Top could take actions that are not in the best interest of the combined company or its other shareholders. This mechanism may discourage, delay or prevent a change in control, which could have the effect of depriving other shareholders of the combined company of the opportunity to receive a premium for their shares as part of a sale of our company. Our dual class structure may depress the trading price of shares of the combined company's Class A common stock and/or make the trading price of shares of the combined company's Class A common stock more volatile. If securities or industry analysts do not publish research or reports about our business or publish negative reports about our business, the share price and trading volume of our Class A common stock could decline. Following the consummation of the Business Combination, the combined company's only significant asset will be ownership of 100% of Faraday Future's capital stock, and we do not currently intend to pay dividends on our Class A common stock and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our Class A common stock. There can be no assurance that the combined company's Class A common stock will be approved for listing on the Nasdaq or that the combined company's Class A common stock will be able to comply with the continued listing standards of the Nasdaq. Subsequent to the consummation of the Business Combination, the combined company may be required to take write-downs or write-offs, or the combined company may be subject to restructuring, impairment or other charges that could have a significant negative effect on the combined company's financial condition, results of operations and the price of our common stock, which could cause you to lose some or all of your investment. If the Business Combination's benefits do not meet the expectations of investors or securities analysts, the market price of the combined company's Class A common stock may decline. In addition, following the Business Combination, fluctuations in the trading price of the combined company's securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for our capital stock. Accordingly, the valuation ascribed to us may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for the combined company's securities develops and continues, the trading price of the combined company's securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond the combined company's control. The combined company's failure to timely and effectively implement controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act that will be applicable to it after the Business Combination is consummated could have a material adverse effect on its business. The combined company will qualify as an “emerging growth company" within the meaning of the Securities Act, and if it takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, it could make the combined company's securities less attractive to investors and may make it more difficult to compare the combined company's performance to the performance of other public companies. 2021 FARADAY FUTURE 56 99 PROPRIETARY AND CONFIDENTIAL R

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