Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On January 30, 2026 (the "Signing Date"), Faraday Future Intelligent Electric Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with an accredited investor (the "Investor"), pursuant to which the Company has agreed to sell, and the Investor has agreed to purchase, $10 million (the "Subscription Amount") of Class A common stock, par value $0.0001 per share of the Company (the "Class A Common Stock") at a per share price equal to 100% of the closing price of Class A Common Stock (such per share price, the "Initial Price" and such number of shares of Common Stock issued thereunder, the "Subject Shares") immediately prior to the closing date (the "Closing Date"). The closing is subject to the satisfaction of certain closing conditions. The Subscription Amount will be provided to the Investor by AIxCrypto Holdings Inc. ("AIxC"), a subsidiary owned and controlled by the Company, pursuant to an entrusted agreement entered into between the Investor and AIxC.

True-Up Issuance

Pursuant to the Purchase Agreement, if and whenever on or after the Closing Date but prior to the earlier of (i) the six (6) month anniversary of the Closing Date or (ii) the date on which the Registration Statement (as defined below) is declared effective by the Securities and Exchange Commission (the "Commission" and such earlier date, the "Expiration Date"), subject to certain exceptions provided therein, the Company grants, issues or sells (or enters into any agreement to grant, issue or sell) to any third party other than the Investor or an affiliate thereof, any shares of Class A Common Stock or securities convertible into, or exercisable or exchangeable for Class A Common Stock for consideration per share (the "New Issuance Price") less than the Effective Per Share Price (as defined below) in effect immediately prior to such granting, issuance or sale or deemed granting, issuance or sale (the foregoing, a "Dilutive Issuance"), then, within two (2) business days after the consummation of such Dilutive Issuance, the Company shall issue True-Up Shares (as defined below) to the Investor. As used herein, "Effective Per Share Price" means, initially, the Initial Price, and thereafter, the New Issuance Price for the most recent Dilutive Issuance prior to the Expiration Date, if any, for which True-Up Shares (as defined below) have been issued to the Investor.

Upon the consummation of a Dilutive Issuance, the Company shall issue to the Investor, for no additional consideration, a number of shares of Class A Common Stock (the "True-Up Shares"), equal to (A) the quotient of (i) the Subscription Amount divided by (ii) the New Issuance Price, minus (B) the sum of (i) the number of Subject Shares issued to the Investor at the closing plus (ii) the number of True-Up Shares, if any, previously issued to the Investor in accordance with the Purchase Agreement.

For avoidance of doubt, in no event shall the Company issue to the Investor any True-Up Shares which, when issued, would otherwise cause the aggregate number of shares of Class A Common Stock issued to the Investor (including the Subject Shares and any True-Up Shares) to exceed 19.99% of the total outstanding shares of Class A Common Stock immediately prior to the Signing Date (subject to adjustment for any stock splits, combinations or the like).

Registration Rights

The Company has also agreed to file a registration statement (the "Registration Statement") with the Commission on or prior to April 20, 2026, to register for resale all Subject Shares and seek effectiveness within 45 days following the filing date of such Registration Statement.