Material Agreement, Private Placement, Corporate Action, Amendments to Bylaws (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Purchase Agreement

On August 5, 2025, Faraday Future Intelligent Electric Inc. (the "Company") entered into a Purchase Agreement (the "Purchase Agreement") with Matthias Aydt (the "Purchaser"), pursuant to which the Company agreed to issue and sell one (1) share of the Company's newly designated Series A Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"), to the Purchaser for a purchase price of $100.00. The closing of the sale and purchase of the share of Series A Preferred Stock was completed on August 6, 2025.

Additional information regarding the rights, preferences, privileges and restrictions applicable to the Series A Preferred Stock is set forth under Item 5.03 of this Current Report on Form 8-K.

Pursuant to the Purchase Agreement, the Purchaser has agreed to cast the votes represented by the share of Series A Preferred Stock on the Share Authorization Proposal (defined below) in the same proportion as shares of Class A common stock, par value $0.0001 per share, of the Company (the "Class A Common Stock") and shares of Class B common stock, par value $0.0001 per share (the "Class B Common Stock" and, together with the Class A Common Stock, the "Common Stock") are voted (excluding any shares of Common Stock that are not voted, whether due to abstentions, broker non-votes or otherwise) on the Share Authorization Proposal; provided, that unless and until at least one-third (1/3rd) of the outstanding shares of Common Stock on the record date established for the meeting of stockholders at which the Share Authorization Proposal is presented are present in person or represented by proxy at such meeting, the Purchaser will not vote the share of Series A Preferred Stock on the Share Authorization Proposal. The "Share Authorization Proposal" means any proposal approved by the Company's Board of Directors (the "Board") and submitted to the stockholders of the Company to adopt an amendment to the Company's Third Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized Class A Common Stock and Class B Common Stock.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure included in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference. The Purchaser is an "accredited investor" and the offer and sale of the share of Series A Preferred Stock was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 3.03 Material Modification to Rights of Security Holders.

The disclosure included in Item 5.03 related to the Series A Certificate of Designation (as defined below) is incorporated into this Item 3.03 by reference. Prior to the issuance of the Series A Preferred Stock, stockholder approval of the Share Authorization Proposal required the affirmative approval of a majority of the voting power of the outstanding shares of Common Stock and shares of the Company's Series B Preferred Stock, par value $0.0001 per share (the "Series B Preferred Stock"). Following the issuance of the Series A Preferred Stock, stockholder approval of the Share Authorization Proposal requires affirmative approval from a majority of the voting power of the shares of Common Stock, Series B Preferred Stock and the share of Series A Preferred Stock, voting together as a single class. The Purchaser will cast the votes represented by the share of Series A Preferred Stock on the Share Authorization Proposal in a manner that mirrors the votes cast by holders of Common Stock on the Share Authorization Proposal. Prior to the issuance of the share of Series A Preferred Stock, abstentions and any other non-votes would have had the same effect as a vote against the Share Authorization Proposal. Following the issuance of the share of Series A Preferred Stock, abstentions and any other non-votes on the Share Authorization Proposal will still technically have the same effect as a vote against such proposal, but because the share of Series A Preferred Stock has a high number of votes and will vote in a manner that mirrors votes actually cast by the holders of Common Stock (which does not include abstentions or any other non-votes), abstentions and any other non-votes will have no effect on the manner in which the Series A Preferred Stock votes are cast.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Certificate of Designation of Preferences Designating the Series A Preferred Stock

On August 6, 2025, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock (the "Series A Certificate of Designation") with the Secretary of State of the State of Delaware. The Series A Certificate of Designation designates one (1) share of the Company's preferred stock as Series A Preferred Stock, and establishes and designates the preferences, rights and limitations thereof. The Series A Certificate of Designation became effective upon filing. Pursuant to the Series A Certificate of Designation:

Convertibility. The share of Series A Preferred Stock is not convertible into, or exchangeable for, shares of any other class or series of stock or other securities of the Company.