Form 8-K
8-K — FF EAI Robotics Ecosystem Inc.
Accession: 0001493152-26-048447
Filed: 2026-10-26
Period: 2026-10-23
CIK: 0001460702
SIC: 6199 (FINANCE SERVICES)
Item: Entry into a Material Definitive Agreement
Item: Completion of Acquisition or Disposition of Assets
Item: Unregistered Sales of Equity Securities
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — form8-k.htm (Primary)
EX-3.1 (ex3-1.htm)
EX-10.1 (ex10-1.htm)
EX-10.3 (ex10-3.htm)
EX-10.4 (ex10-4.htm)
EX-10.6 (ex10-6.htm)
EX-10.8 (ex10-8.htm)
EX-99.1 (ex99-1.htm)
EX-99.2 (ex99-2.htm)
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): October 23, 2026
FF
EAI Robotics Ecosystem Inc.
(Exact
Name of Registrant as Specified in Charter)
Delaware
001-37428
26-3474527
(State
or Other Jurisdiction
of
Incorporation)
(Commission
File
Number)
(I.R.S.
Employer
Identification
No.)
1990
E. Grand Ave.
El
Segundo, California
90245
(Address
of Principal Executive Offices)
(Zip
Code)
Registrant’s
Telephone Number, Including Area Code: (310) 853-1683
AIxCrypto
Holdings, Inc.
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Common
Stock, par value $0.001
FFR
The
Nasdaq Stock Market LLC
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY
NOTE
On
October 23, 2026, FF EAI Robotics Ecosystem Inc. (the “Company”) completed the transactions contemplated by that certain
transaction agreement (the “Transaction Agreement”), dated October 12, 2026, by and among the Company, Smart Technology Holdings
Ltd. (the “Cayman Seller”), Faraday Future Intelligent Electric Inc. (“FFAI”),, FF EAI Robotics Inc. (“RobotCo”)
and FFR Acquisition Sub LLC (“Merger Sub”), including the Company’s acquisition of all issued and outstanding shares
of RobotCo and merger of RobotCo with and into Merger Sub, with Merger Sub surviving as a wholly owned direct subsidiary of the Company.
Item
1.01. Entry into a Material Definitive Agreement.
The
information provided in the Explanatory Note of this Current Report on Form 8-K is incorporated by reference herein.
Closing
Ancillary Agreements
On
October 23, 2026, in connection with the closing of the transaction contemplated under the Transaction Agreement (the “Closing”),
the Company, FFAI, Yueting Jia and Jiawei Wang entered into that certain support agreement (the “Support Agreement”). Each
undersigned stockholder undertakes to approve the stockholder proposals described above by written consent and, if a meeting is held,
to attend for quorum purposes and vote in favor of the proposals and against specified competing or obstructive actions. These voting
obligations apply to shares that each undersigned stockholder is entitled to vote and exclude proposals that would materially and disproportionately
adversely affect such stockholder compared with other Company stockholders. The Support Agreement also restricts transfers, subject to
specified exceptions, and prohibits inconsistent voting arrangements. The voting and transfer obligations continue until the earlier
of receipt of all approvals of the stockholder proposals and termination of the Transaction Agreement in accordance with its terms.
In
connection with the Closing, on October 23, 2026, FFAI and the Cayman Seller delivered a lock-up agreement (the “Lock-up Agreement”)
to the Company. Under the Lock-up Agreement, FFAI and the Cayman Seller are subject to restrictions for a period of eighteen months following
the Closing with respect to 100% of the consideration securities received pursuant to the Transaction Agreement, including common stock
issued or issuable upon conversion of the preferred stock and securities issued in respect thereof in specified corporate events. The
restrictions prohibit sales, transfers, hedging and public announcements of an intention to engage in such transactions, subject to specified
consent and transfer exceptions.
In
connection with the Closing, on October 23, 2026, FFAI, Faraday&Future Inc. and FF AI-Robotics Inc. a subsidiary of the Company (“FF
AI-Robotics”) entered into that certain common technology license agreement (the “Common Technology License Agreement”),
pursuant to which FF AI-Robotics and its affiliates were granted an exclusive (including as to the licensor and its affiliates), perpetual,
irrevocable, worldwide, royalty-free and fully paid-up license to specified technology used in both the robotics business and other businesses
of FFAI, solely within the field of use specified in the agreement. On October 23, 2026, FFAI, Faraday&Future Inc. and FF AI-Robotics
also entered into that certain intellectual property assignment agreement (the “Intellectual Property Assignment Agreement”),
pursuant to which Faraday&Future Inc. assigned to FF AI-Robotics intellectual property rights used exclusively in the robotics business.
In
connection with the Closing, the Company, FFAI and RobotCo executed that certain transition services agreement (the “Transition
Services Agreement”), effective as of October 1, 2026, under which FFAI provide transition services to RobotCo in (i) EAI Device;
(ii) EAI Brain & Open Source and Open Developer Platform; (iii) Data Factory; and (iv) Industry Solutions, and other relevant services.
Fees for the services equal FFAI’s actual, direct and documented costs of providing the services, without markup. The initial term
of the Transition Services Agreement is twelve months, and FFAI and RobotCo may extend the term upon mutual consent..
The
foregoing descriptions of the Support Agreement, the Lock-up Agreement, the Common Technology License Agreement, the Intellectual Property
Assignment Agreement and the Transition Services Agreement do not purport to be complete and are qualified in their entirety by reference
to the full text of such agreements. The Support Agreement, form of the Lock-up Agreement, the Common Technology License Agreement and
the Intellectual Property Assignment Agreement are filed as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, to this Current Report
on Form 8-K, and the Transition Services Agreement is incorporated by reference as Exhibit 10.5 to this Current Report on Form 8-K.
Item
2.01. Completion of Acquisition or Disposition of Assets.
The
information provided in the Explanatory Note, Item 1.01 and Item 3.02 of this Current Report on Form 8-K is incorporated by reference
herein.
At
the Closing, the Company acquired all of the issued and outstanding capital stock of RobotCo from the Cayman Seller in exchange for 1,315,313
shares of common stock, par value par value $0.001 per share (the “Common Stock”) and 65,475 shares of the Company’s
Series C Non-Voting Convertible Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”).
At
the effective time of the merger, each outstanding option to purchase RobotCo common stock was assumed by the Company and converted into
an option to acquire Common Stock, with the number of underlying shares and the per-share exercise price adjusted using an exchange ratio
of 0.89 and subject to the rounding provisions in the Transaction Agreement.
The
description of the Transaction Agreement set forth in Item 1.01 of the Company’s Current Report on Form 8-K filed on October 14,
2026 is incorporated herein by reference. Such descriptions do not purport to be complete and are qualified in their entirety by reference
to the full text of the Transaction Agreement, which is incorporated by reference as Exhibit 2.1 to this Current Report on Form 8-K.
Item
3.02. Unregistered Sales of Equity Securities.
The
information provided in the Explanatory Note, Item 2.01 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
At
the Closing, the Company issued 1,315,313 shares of Common Stock and 65,475 shares of Series C Preferred Stock to the Cayman Seller as
consideration for all of the issued and outstanding capital stock of RobotCo. The Series C Preferred Stock is convertible, subject to
the limitations described in Item 5.03 below, into an aggregate of 65,474,624 shares of Common Stock, subject to adjustment in accordance
with the Certificate of Designation.
The
Company issued the consideration securities to the Cayman Seller in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended.
The Company relied on the private nature of the negotiated transaction, the Cayman Seller’s access to Company information, and
its investment and transfer-restriction representations. The Company received all of the issued and outstanding capital stock of RobotCo
and no cash proceeds. No underwriting discounts or commissions were paid.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
The
information provided in the Explanatory Note of this Current Report on Form 8-K is incorporated herein by reference.
Appointment
of Chief Executive Officer
Effective
as of the Closing, the Company’s board of directors appointed Yueting Jia as Chief Executive Officer and principal executive officer
of the Company. Mr. Jia, age 52, founded Faraday Future and currently serves as Global Chief Executive Officer of FFAI. He served as
Global Co-Chief Executive Officer of FFAI from April 2025 until his appointment as sole Global Chief Executive Officer in May 2026. He
previously served as FFAI’s Chief Product and User Ecosystem Officer from September 2019 to April 2025 and as its Chief Executive
Officer from 2017 to September 2019.
Mr.
Jia served as the Company’s Chief Advisor pursuant to that certain advisor agreement (the “Advisor Agreement”) dated
February 10, 2026 and effective as of October 2, 2025, which was terminated immediately prior to the Closing. The description of the
Advisor Agreement in Item 1.01 of the Company’s Current Report on Form 8-K filed on February 17, 2026 and the related-party disclosure
in Note 14 to the unaudited consolidated financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2026 are incorporated herein by reference.
On
October 23, 2026, the Company entered into an employment agreement (the “Jia Employment Agreement”) with Mr. Jia, which became
effective automatically upon the Closing. Under the Jia Employment Agreement, Mr. Jia serves as Chief Executive Officer, reports to the
Company’s board of directors and may continue his concurrent service as founder and Global Chief Executive Officer of FFAI. Mr.
Jia’s employment is at will.
The
Jia Employment Agreement provides for an annual base salary of $500,000 and a target annual bonus of $500,000, or 100% of base salary.
Subject to approval and formal grant by the board of directors or its compensation committee, Mr. Jia is eligible to receive annual equity
awards with a target grant-date value of $1.5 million in restricted stock units and $1.5 million in performance stock units. Mr. Jia
has voluntarily agreed to defer any adjustment to his compensation until the Company and its subsidiaries have cumulatively sold and
delivered 2,000 robotics units.
If
the Company terminates Mr. Jia’s employment without cause or Mr. Jia resigns for good reason, then, subject to his execution and
non-revocation of a release, he will be entitled to 12 months of base-salary continuation and payment of the Company’s portion
of COBRA premiums, a lump-sum payment equal to 100% of his target annual bonus for the year of termination and full vesting of all outstanding
equity awards that have been approved and granted, with performance conditions deemed satisfied at the greater of actual performance
measured as of the termination date or 100% of target. Effective immediately before the Jia Employment Agreement became effective, Mr.
Jia’s Advisor Agreement with the Company terminated and was superseded, subject to specified surviving provisions and accrued rights.
The
foregoing description of the Jia Employment Agreement does not purport to be complete and is qualified in its entirety by reference to
the full text of the Jia Employment Agreement, which is filed as Exhibit 10.6 to this Current Report on Form 8-K and is incorporated
herein by reference.
Appointment
of Executive Chairman
Effective
as of the Closing, Jiawei (Jerry) Wang ceased to serve as the Company’s Chief Executive Officer and was appointed Executive Chairman
of the Company. Mr. Wang continues to serve as a director of the Company. Also Mr. Wang is Mr. Jia’s nephew.
On
October 23, 2026, the Company entered into Amendment No. 1 to the employment agreement with Mr. Wang (the “Wang Amendment”),
which became effective upon the Closing. The Wang Amendment provides for Mr. Wang to serve as Executive Chairman and, if elected by the
board of directors, Chairman of the board of directors, with responsibility for oversight of the Company’s finance, capital markets,
legal and operations functions. Mr. Wang may continue his concurrent service as Global Executive Chairman of FFAI.
Under
the Wang Amendment, Mr. Wang’s annual base salary of $300,000, target annual bonus of $300,000 and annual equity-award target of
$1.5 million remain unchanged until the Company and its subsidiaries have cumulatively sold and delivered 2,000 robotics units, after
which the compensation committee may review and approve new compensation. The Wang Amendment also revises Mr. Wang’s severance
terms and confirms that his employment is at will.
The
foregoing description of the Wang Amendment does not purport to be complete and is qualified in its entirety by reference to the full
text of the Wang Amendment, which is filed as Exhibit 10.8 to this Current Report on Form 8-K and is incorporated herein by reference.
Mr. Wang’s existing employment agreement is incorporated by reference as Exhibit 10.9 to this Current Report on Form 8-K.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
October 23, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designation of Preferences,
Rights and Limitations of Series C Non-Voting Convertible Preferred Stock (the “Certificate of Designation”), which became
effective upon filing and designated 65,475 shares of the Company’s preferred stock as Series C Preferred Stock.
The
Series C Preferred Stock has no voting rights, except as required by the Delaware General Corporation Law. Dividends and distributions
upon liquidation are made on an as-converted basis pari passu with the Common Stock, without preference or priority. The 65,475 shares
of Series C Preferred Stock are convertible in the aggregate into exactly 65,474,624 shares of Common Stock, subject to customary adjustment
provisions. Conversion and any related voting rights are prohibited until the Company obtains the requisite stockholder approval, the
20-calendar-day period under Rule 14c-2 of the Securities Exchange Act of 1934, as amended, has expired, and any required amendment to
the Company’s certificate of incorporation has become effective.
The
foregoing description of the Certificate of Designation does not purport to be complete and is qualified in its entirety by reference
to the full text of the Certificate of Designation, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item
7.01. Regulation FD Disclosure.
The
information provided in the Explanatory Note of this Current Report on Form 8-K is incorporated herein by reference.
On
October 26, 2026, the Company issued a press release announcing relating to the Closing. A copy of the press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. Also on October 26, 2026, the Company will make
an investor presentation. A copy of the investor presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated
herein by reference.
The
information in this Item 7.01, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes
of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference
into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
This
Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy any securities.
Item
9.01. Financial Statements and Exhibits.
(a)
Financial Statements of Businesses Acquired.
The
financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than
71 calendar days after the date on which this Current Report on Form 8-K was required to be filed.
(b)
Pro Forma Financial Information.
The
pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment to this Current Report on Form 8-K no
later than 71 calendar days after the date on which this Current Report on Form 8-K was required to be filed.
(c)
Shell company transactions.
None.
(d)
Exhibits.
Exhibit
Number
Exhibit
Description
2.1
Transaction Agreement, dated as of October 12, 2026, by and among FF EAI Robotics Ecosystem Inc., Smart Technology Holdings Ltd., Faraday Future Intelligent Electric Inc., FF EAI Robotics Inc. and FFR Acquisition Sub LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 14, 2026).
3.1
Certificate of Designation of Preferences, Rights and Limitations of Series C Non-Voting Convertible Preferred Stock of FF EAI Robotics Ecosystem Inc. (filed herewith).
10.1
Support Agreement, dated October 23, 2026, by and among FF EAI Robotics Ecosystem Inc., Faraday Future Intelligent Electric Inc., Yueting Jia and Jiawei Wang (filed herewith).
10.2
Form of Lock-up Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 14, 2026).
10.3
Common Technology License Agreement, dated October 23, 2026, by and among Faraday Future Intelligent Electric Inc., Faraday&Future Inc. and FF AI-Robotics Inc. (filed herewith).
10.4
Intellectual Property Assignment Agreement, dated October 23, 2026, by and among Faraday Future Intelligent Electric Inc., Faraday&Future Inc. and FF AI-Robotics Inc. (filed herewith).
10.5
Transition Services Agreement, effective as of October 1, 2026, by and among Faraday Future Intelligent Electric Inc., FF EAI Robotics Inc. and FF EAI Robotics Ecosystem Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 14, 2026).
10.6
Employment Agreement, dated October 23, 2026, by and between FF EAI Robotics Ecosystem Inc. and Yueting (YT) Jia (filed herewith).
10.7
Advisor Agreement, dated February 10, 2026 and effective as of October 2, 2025, by and between FF EAI Robotics Ecosystem Inc. and Yueting Jia (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 17, 2026).
10.8
Amendment No. 1 to Employment Agreement, dated October 23, 2026, by and between FF EAI Robotics Ecosystem Inc. and Jiawei (Jerry) Wang (filed herewith).
10.9
Employment Agreement, dated February 10, 2026 and effective as of October 2, 2025, by and between FF EAI Robotics Ecosystem Inc. and Jiawei Wang (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 17, 2026).
99.1
Press release, dated October 26, 2026 (furnished herewith).
99.2
Investor presentation, dated October 26, 2026 (furnished herewith).
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document).
†
Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide a copy of any omitted
schedule to the SEC or its staff upon request.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
FF
EAI Robotics Ecosystem Inc.
Date:
October 26, 2026
By:
/s/
Jiawei Wang
Jiawei
Wang
Executive
Chairman and Director
EX-3.1
EX-3.1
Filename: ex3-1.htm · Sequence: 2
Exhibit 3.1
FF
EAI ROBOTICS ECOSYSTEM INC.
CERTIFICATE
OF DESIGNATION OF PREFERENCES,
RIGHTS
AND LIMITATIONS
OF
SERIES
C NON-VOTING CONVERTIBLE PREFERRED STOCK
PURSUANT
TO SECTION 151 OF THE
DELAWARE
GENERAL CORPORATION LAW
The
undersigned, Jay Sheng, does hereby certify that:
1.
The undersigned is the President of FF EAI Robotics Ecosystem Inc. (formerly known as AIxCrypto Holdings, Inc.), a Delaware corporation
(the “Corporation” or the “Company”).
2.
The Corporation is authorized to issue up to 15,000,000 shares of preferred stock, of which 4,723 are issued and outstanding immediately
prior to the issuance of shares of the series designated hereby.
3.
The following resolutions were duly adopted by the board of directors of the Corporation (the “Board of Directors”):
WHEREAS,
the Certificate of Incorporation of the Corporation provides for a class of its authorized stock known as preferred stock, consisting
of Fifteen Million (15,000,000) shares, $0.001 par value per share, issuable from time to time in one or more series;
WHEREAS,
the Board of Directors is authorized to fix the dividend rights, dividend rate, voting rights, conversion rights, rights and terms of
redemption and liquidation preferences of any wholly unissued series of preferred stock and the number of shares constituting any series
and the designation thereof; and
WHEREAS,
it is the desire of the Board of Directors, pursuant to its authority as aforesaid, to fix the rights, preferences, restrictions and
other matters relating to Series C Non-Voting Convertible Preferred Stock, a series of the preferred stock, which shall consist of 65,475
shares of the preferred stock which the Corporation has the authority to issue, as follows:
NOW,
THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby provide for the issuance of Series C Non-Voting Convertible Preferred
Stock, a series of preferred stock, in exchange for property pursuant to the Transaction Agreement, and does hereby fix and determine
the rights, preferences, restrictions and other matters relating to such series of preferred stock as follows:
TERMS
OF SERIES C NON-VOTING CONVERTIBLE PREFERRED STOCK
Section
1. Definitions. For the purposes hereof, the following terms shall have the following meanings:
“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 of the Securities Act.
“Business
Day” means a calendar day on which banks are open for business in each of the States of New York and Delaware.
1
“Closing”
means the closing of the transactions contemplated by the Transaction Agreement.
“Closing
Date” means the date on which the Closing occurs.
“Commission”
or the “SEC” means the United States Securities and Exchange Commission.
“Common
Stock” means the Corporation’s common stock, par value $0.001 per share, and stock of any other class of securities into
which such securities may hereafter be reclassified or changed.
“Conversion
Date” shall have the meaning set forth in Section 5(a).
“Conversion
Shares” means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance
with the terms hereof.
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Fundamental
Transaction” means a merger, consolidation, reclassification or compulsory exchange in which the Common Stock is exchanged
for securities, cash or other property.
“Holder”
or “Holders” means the registered holder or holders of the Preferred Stock.
“Liquidation”
shall have the meaning set forth in Section 4.
“Lock-up
Agreement” means that certain lock-up agreement to be entered into in connection with the Transaction Agreement by the Seller
Parties (as defined in the Transaction Agreement) and any Persons joining that agreement in favor of the Corporation, as amended or waived
in accordance with its terms.
“Notice
of Conversion” shall have the meaning set forth in Section 5(a).
“Original
Issue Date” means the date of the first issuance of any shares of the Preferred Stock regardless of the number of transfers
of any particular shares of Preferred Stock and regardless of the number of certificates which may be issued to evidence such Preferred
Stock.
“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Preferred
Stock” means the Series C Non-Voting Convertible Preferred Stock of the Corporation.
“Securities”
means the Preferred Stock and the Conversion Shares.
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Share
Delivery Date” shall have the meaning set forth in Section 5(c)(i).
2
“Stockholder
Approval” means the requisite approval of the Corporation’s stockholders, in accordance with applicable law, the Corporation’s
Certificate of Incorporation and applicable Nasdaq Listing Rules, including Rules 5635(a), (b) and (d), as applicable, of the issuance
of the consideration securities under the Transaction Agreement and the Common Stock issuable upon conversion of the Preferred Stock,
and any amendment to the Corporation’s Certificate of Incorporation required to authorize sufficient shares to effect the foregoing.
“Stockholder
Approval Effective Time” means the first time at which the Corporation may effect the corporate actions approved by the Stockholder
Approval following compliance with Regulation 14C under the Exchange Act, including the expiration of the applicable twenty (20) calendar
day period under Rule 14c-2, and the effectiveness of any required amendment to the Corporation’s Certificate of Incorporation.
“Transaction
Agreement” means that certain transaction agreement, dated as of October 12, 2026, by and among Smart Technology Holdings Ltd.,
Faraday Future Intelligent Electric Inc. (“FFAI”), the Corporation, FF EAI Robotics Inc. and FFR Acquisition Sub LLC,
as amended, modified or supplemented from time to time in accordance with its terms.
“Support
Agreement” means that certain support agreement to be entered into in connection with the Transaction Agreement by and among
the Corporation, FFAI, Yueting Jia and Jiawei Wang, as amended or waived in accordance with its terms.
“Trading
Day” means a day on which the principal Trading Market is open for trading.
“Trading
Market” means the Nasdaq Capital Market of The Nasdaq Stock Market LLC or any successor principal securities exchange on which
the Common Stock is listed for trading.
“Transaction
Documents” means this Certificate of Designation, the Transaction Agreement, all exhibits and schedules thereto and hereto
and any other documents or agreements executed in connection with the transactions contemplated pursuant to the Transaction Agreement.
“Transfer
Agent” means Equiniti Trust Company, LLC and any successor transfer agent of the Corporation.
Section
2. Dividends. Each share of Preferred Stock shall be entitled to receive dividends on an as-converted basis, without preference and
pari passu with shares of Common Stock, subject to the rights of any class or series of preferred stock of the Corporation that is expressly
senior to the Preferred Stock with respect to dividends, as and when the Corporation declares a dividend on the Common Stock. No preferential
or cumulative dividend, interest or accretion shall accrue on the Preferred Stock. Any distribution of shares or other securities shall
remain subject to Section 5(d).
Section
3. Voting Rights. Except as otherwise required by the Delaware General Corporation Law, the Preferred Stock shall have no voting
rights and shall not vote with the Common Stock on an as-converted basis or otherwise. Except for any separate class vote mandatorily
required by the Delaware General Corporation Law, no Holder shall be entitled, by reason of holding Preferred Stock, to vote on or consent
to the Stockholder Approval.
Section
4. Liquidation. Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary (a “Liquidation”),
the Holders shall participate, without preference and pari passu with holders of Common Stock, subject to the rights of any class or
series of preferred stock of the Corporation that is expressly senior to the Preferred Stock with respect to distributions upon liquidation,
dissolution or winding up, in the assets available for distribution to holders of Common Stock, based on the number of shares of Common
Stock into which the Preferred Stock would be convertible immediately before such Liquidation, disregarding the conversion limitations
solely to calculate such participation. A Fundamental Transaction shall not be deemed a Liquidation solely by reason of being a Fundamental
Transaction. The Corporation shall deliver written notice of any such Liquidation to each Holder in accordance with Section 11(a) not
less than [ten (10)] days prior to the payment date stated therein.
3
Section
5. Conversion.
a)
Conversions at Option of Holder. At the option of the Holder holding a majority of shares of Preferred Stock then issued and outstanding
but in any case subject to Sections 5(d) and 11(b), all (but no less than all) shares of Preferred Stock shall be convertible, at any
time and from time to time from and after the Original Issue Date into 65,474,624 shares of Common Stock, as may be adjusted pursuant
to Section 7 during the period from the Original Issue Date and the Conversion Date (as defined below). Holders shall effect conversions
by providing the Corporation with the form of conversion notice attached hereto as Annex A (the “Notice of Conversion”).
The Notice of Conversion shall specify the date on which such conversion is to be effected, which date may not be prior to the date the
applicable Holder delivers by facsimile or email such Notice of Conversion to the Corporation (such date, the “Conversion Date”).
If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion to
the Corporation is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee
(or other type of guarantee or notarization) of any Notice of Conversion form be required. The calculations and entries set forth in
the Notice of Conversion shall control in the absence of manifest or mathematical error. To effect conversions of shares of Preferred
Stock, a Holder shall deliver the certificate representing all shares of Preferred Stock promptly following the Conversion Date at issue.
Shares of Preferred Stock converted into Common Stock shall be canceled and shall not be reissued.
b)
Reserved.
c)
Mechanics of Conversion
i.
Delivery of Conversion Shares Upon Conversion. Not later than two (2) Trading Days after the Conversion Date (the “Share
Delivery Date”), the Corporation shall deliver, or cause to be delivered, to the converting Holder the number of Conversion
Shares being acquired upon conversion of the Preferred Stock. Delivery shall be in book-entry or certificated form, or electronically
through The Depository Trust Company or another established clearing corporation performing similar functions if available and permitted
under applicable securities laws. Restrictive legends shall be retained or removed in accordance with applicable securities laws and
the Transaction Agreement.
ii.
Failure to Deliver Conversion Shares. If, in the case of any Notice of Conversion, such Conversion Shares are not delivered to
or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Corporation
at any time on or before its receipt of such Conversion Shares, to rescind such conversion, in which event the Corporation shall promptly
return to the Holder any original Preferred Stock certificate delivered to the Corporation and the Holder shall promptly return to the
Corporation the Conversion Shares issued to such Holder pursuant to the rescinded Notice of Conversion.
iii.
Obligation to Deliver. Subject in all cases to Section 5(d), the Corporation shall issue and deliver the Conversion Shares upon
conversion in accordance with this Certificate of Designation. No provision hereof shall require or permit issuance in violation of applicable
law or the rules of the Trading Market. No liquidated damages, default interest, premium, cash settlement or enhanced conversion right
shall arise under this Certificate of Designation by reason of a conversion being prohibited or delayed under Section 5(d).
4
iv.
Reserved.
v.
Reservation of Shares Issuable Upon Conversion. The Corporation covenants that, subject to receipt of the Stockholder Approval,
it will reserve and keep available out of its authorized and unissued shares of Common Stock, for the sole purpose of issuance upon conversion
of the Preferred Stock, not less than the aggregate number of shares of Common Stock issuable upon conversion of the then outstanding
shares of Preferred Stock, taking into account adjustments under Section 7 and disregarding the conversion limitations solely for purposes
of determining the required reserve; provided that nothing in this Section 5(c)(v) shall permit any issuance prohibited by Section 5(d).
All shares of Common Stock so issued shall be duly authorized, validly issued, fully paid and nonassessable.
vi.
Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon conversion of the Preferred
Stock. The aggregate number of Conversion Shares issuable pursuant to Section 5(a) shall be rounded down to the nearest whole share.
No cash settlement shall be payable in lieu of a fractional share.
vii.
Transfer Taxes and Expenses. The issuance of Conversion Shares on conversion of the Preferred Stock shall be made without charge
to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such Conversion Shares,
provided that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance
and delivery of any such Conversion Shares upon conversion in a name other than that of the Holders of such shares of Preferred Stock
and the Corporation shall not be required to issue or deliver such Conversion Shares unless or until the Person or Persons requesting
the issuance thereof shall have paid to the Corporation the amount of such tax or shall have established to the satisfaction of the Corporation
that such tax has been paid. In the event that the Holder requests same-day processing for a Notice of Conversion, such Holder shall
pay all Transfer Agent fees required for such same-day processing and all fees to the Depository Trust Company (or another established
clearing corporation performing similar functions) required for same-day electronic delivery of the Conversion Shares.
d)
Stockholder Approval; Absolute Blocker. Notwithstanding anything to the contrary in this Certificate of Designation or any Transaction
Document, (i) no Common Stock or Preferred Stock shall be issued in excess of the amount authorized by the Corporation’s Certificate
of Incorporation or the maximum amount permitted without the requisite stockholder approval under applicable Nasdaq Listing Rules, including
Rules 5635(a), (b) and (d), as applicable, and (ii) no Preferred Stock shall be convertible into Common Stock, and no voting rights arising
from such conversion may be exercised, unless and until Stockholder Approval has been obtained and the Stockholder Approval Effective
Time has occurred. This blocker is absolute and applies to the Seller Parties (as defined in the Transaction Agreement), their Affiliates
and all subsequent holders, including upon any upstream distribution, transfer or pledge. No cash settlement, waiver or other arrangement
may circumvent this blocker, and any amendment of this Section 5(d) shall be effected only in accordance with the Delaware General Corporation
Law and the rules of the Trading Market.
Section
6. Reserved.
5
Section
7. Certain Adjustments.
a)
Stock Dividends and Stock Splits. If the Corporation, at any time while the Preferred Stock is outstanding: (i) pays a stock dividend
or otherwise makes a distribution or distributions that are payable in shares of Common Stock on shares of Common Stock (which, for the
avoidance of doubt, shall not include any shares of Common Stock issued by the Corporation upon conversion of the Preferred Stock), (ii)
subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split)
outstanding shares of Common Stock into a smaller number of shares, or (iv) issues, in the event of a reclassification of shares of the
Common Stock, any shares of capital stock of the Corporation, then the number of Conversion Shares issuable pursuant to Section 5(a)
shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares
of the Corporation) outstanding immediately after such event, and of which the denominator shall be the number of shares of Common Stock
outstanding immediately before such event. Any adjustment made pursuant to this Section 7(a) shall become effective immediately after
the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately
after the effective date in the case of a subdivision, combination or reclassification. Any distribution received or receivable by a
Holder (including any distribution held in abeyance) pursuant to Section 2 or Section 7(d) shall not also give rise to an adjustment
under this Section 7(a) with respect to the same Preferred Stock to the extent that would duplicate the economic benefit of that distribution.
b)
Reserved.
c)
Reserved.
d)
Pro Rata Distributions. During such time as the Preferred Stock is outstanding, any dividend or other distribution on the Common
Stock shall be governed by Section 2, without duplication. Any securities otherwise distributable in excess of the limitations in Section
5(d) shall be held in abeyance for the applicable Holder until, and only to the extent that, delivery is permitted under those provisions,
without any cash substitute or preferential return.
e)
Reserved.
f)
Reserved.
g)
Notice to the Holders.
i.
Reserved.
ii.
Notice of Corporate Actions. The Corporation shall provide Holders with such notice of any corporate action affecting the Preferred
Stock as is required by applicable law and shall comply with its applicable disclosure obligations under the Exchange Act.
Section
8. Reserved.
Section
9. Reserved.
Section
10. Redemption. The Preferred Stock shall not be redeemable at the option of any Holder or the Corporation, and no redemption premium,
default interest or other special economic right shall attach to the Preferred Stock.
Section
11. Miscellaneous.
a)
Notices. All notices and other communications or deliveries hereunder, including any Notice of Conversion, shall be in writing
and shall be deemed given (i) when delivered personally, (ii) one Business Day after being sent by reputable overnight courier, charges
prepaid, or five days after being mailed by certified or registered mail, return receipt requested and postage prepaid, (iii) when sent
by facsimile before 5:00 p.m. New York time on a Business Day, or (iv) on the date sent by email during normal business hours of the
recipient, and on the next Business Day if sent after normal business hours. Notices to the Corporation shall be addressed to FF EAI
Robotics Ecosystem Inc., 1990 E. Grand Ave., El Segundo, California 90245, email: legal@aixcrypto.ai, and notices to a Holder shall be
sent to its address or electronic contact information appearing on the Corporation’s books, or such other address or contact as
the recipient designates by prior written notice. Notices under the Transaction Agreement, including its requirements for copies to counsel,
remain governed by Section 12.6 thereof.
6
b)
No Circumvention. All rights and obligations under this Certificate of Designation are subject to Section 5(d). Nothing herein
shall confer any right to interest, a preferential dividend, a redemption payment or any other special economic right, or permit a cash
settlement or other arrangement that circumvents Section 5(d). This Certificate of Designation does not amend or waive any contractual
right or obligation under the Transaction Agreement, the Lock-up Agreement, the Support Agreement or any applicable investor rights agreement,
including any registration or consent rights. Such rights remain governed by the applicable agreement, subject to the absolute blocker
in Section 5(d).
c)
Lost or Mutilated Preferred Stock Certificate. If a Holder’s Preferred Stock certificate shall be mutilated, lost, stolen
or destroyed, the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated certificate,
or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the shares of Preferred Stock so
mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such certificate, and of
the ownership thereof, reasonably satisfactory to the Corporation and, if requested by the Corporation, an indemnity or bond in accordance
with Section 167 of the Delaware General Corporation Law.
d)
Governing Law; Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Certificate
of Designation shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to any choice
of law or conflict of law rules or provisions. Any proceeding based upon, arising out of, in connection with or relating to this Certificate
of Designation or the transactions contemplated hereby shall be brought in the Court of Chancery of the State of Delaware (or, to the
extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire
jurisdiction, in the United States District Court for the District of Delaware. The Corporation and each Holder irrevocably and unconditionally
consent and submit to the exclusive jurisdiction of such courts, waive any objection to personal jurisdiction, venue or convenience of
forum, and agree not to bring any such proceeding in any other court. Nothing herein affects the right to serve process in any manner
permitted by law or to bring proceedings in another jurisdiction to enforce a judgment obtained in a proceeding brought in accordance
with this Section 11(d). THE CORPORATION AND EACH HOLDER IRREVOCABLY, UNCONDITIONALLY AND VOLUNTARILY WAIVE, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH PROCEEDING.
e)
Waiver. Any waiver by the Corporation or a Holder of a breach of any provision of this Certificate of Designation shall not operate
as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Certificate of
Designation or a waiver by any other Holders. The failure of the Corporation or a Holder to insist upon strict adherence to any term
of this Certificate of Designation on one or more occasions shall not be considered a waiver or deprive that party (or any other Holder)
of the right thereafter to insist upon strict adherence to that term or any other term of this Certificate of Designation on any other
occasion. Any waiver by the Corporation or a Holder must be in writing. No waiver shall circumvent Section 5(d).
f)
Severability. If any provision of this Certificate of Designation is invalid, illegal or unenforceable, the balance of this Certificate
of Designation shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain
applicable to all other Persons and circumstances.
g)
Next Business Day. If the last or appointed day for taking any action or exercising any right hereunder is not a Business Day
(or, where the applicable provision expressly refers to Trading Days, a Trading Day), such action may be taken or such right may be exercised
on the next succeeding Business Day (or Trading Day, as applicable).
h)
Headings. The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designation
and shall not be deemed to limit or affect any of the provisions hereof.
7
RESOLVED,
FURTHER, that the chairman of the board of directors, the president or any vice-president, and the secretary or any assistant secretary,
of the Corporation be and they hereby are authorized and directed to prepare and file this Certificate of Designation of Preferences,
Rights and Limitations in accordance with the foregoing resolution and the provisions of Delaware law.
IN
WITNESS WHEREOF, the undersigned has executed this Certificate of Designation this 23rd day of October, 2026.
/s/
Jay Sheng
Name:
Jay Sheng
Title:
President
8
ANNEX
A
NOTICE
OF CONVERSION
(TO
BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO CONVERT SHARES OF SERIES C NON-VOTING CONVERTIBLE PREFERRED STOCK)
The
undersigned hereby elects to convert all (but no less than all) shares of Series C Non-Voting Convertible Preferred Stock into shares
of common stock, par value $0.001 per share (the “Common Stock”), of FF EAI Robotics Ecosystem Inc. (formerly known
as AIxCrypto Holdings, Inc.), a Delaware corporation (the “Corporation”), according to the conditions hereof, as of
the date written below. If shares of Common Stock are to be issued in the name of a Person other than the undersigned, the undersigned
will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as may be required
by the Corporation in accordance with the Transaction Agreement. No fee will be charged to the Holders for any conversion, except for
any such transfer taxes and the fees expressly payable by the Holder under Section 5(c)(vii). The requested conversion is subject in
all cases to Section 5(d) and the applicable contractual restrictions preserved by Section 11(b) of the Certificate of Designation.
Conversion
details:
Date to Effect Conversion:
Number of shares of Preferred Stock owned prior to Conversion:
65,475
Number of shares of Preferred Stock to be Converted: 65,475
Stockholder Approval Effective Time:
Confirmation that the proposed conversion complies with Section
5(d):
Number of shares of Common
Stock to be Issued: 65,474,624 (as adjusted pursuant to Section 7)
Address for Delivery:
Or
DWAC Instructions:
Broker no: ______________
Account no: _______________
Name of Entity
Holder______________ (Please Print)
By:
Name:
Title:
Name of Individual
Holder______________ (Please Print)
______________________
(Signature of Individual Holder)
9
EX-10.1
EX-10.1
Filename: ex10-1.htm · Sequence: 3
Exhibit
10.1
Private
and Confidential
Execution
Version
SUPPORT
AGREEMENT
This
SUPPORT AGREEMENT (this “Agreement”) is entered into as of October 23, 2026 by and between FF EAI Robotics Ecosystem
Inc. (formerly known as AIxCrypto Holdings, Inc.), a corporation incorporated under the Laws of the State of Delaware (the “Company”),
Faraday Future Intelligent Electric Inc., a corporation incorporated under the Laws of the State of Delaware (“FFAI”),
Yueting Jia, an individual (“YT”), and Jiawei Wang, an individual (together with FFAI and YT, collectively, the “Stockholders”
and each a “Stockholder”). Capitalized terms used but not defined herein shall have the meanings ascribed to such
terms in the Transaction Agreement (as defined below).
WHEREAS,
the Company, FFAI, Smart Technology Holdings Ltd., a company incorporated under the Laws of the Cayman Islands (the “Cayman
Seller” and together with FFAI, collectively, the “Seller Parties” and each, a “Seller Party”),
FF EAI Robotics Inc., a corporation incorporated under the Laws of the State of California (the “Target”), and FFR
Acquisition Sub LLC, a limited liability company to be formed under the Laws of Delaware (the “Merger Sub”), have,
concurrently with the execution of this Agreement, entered into that certain transaction agreement, dated as of the date hereof (as may
be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Transaction Agreement”),
which provides, among other things, for acquisition of the Target from the Cayman Seller by the Company in exchange for the Purchaser
Stock Consideration and merger of the Target with and into Merger Sub, in each case, upon the terms and subject to the conditions set
forth in the Transaction Agreement;
WHEREAS,
pursuant to the Transaction Agreement, no Purchaser Common Stock or Purchaser Preferred Stock shall be issued in excess of the amount
authorized by the Company’s certificate of incorporation or the maximum amount permitted without the requisite stockholder approval
under applicable Nasdaq Listing Rules, including Rules 5635(a), (b) and (d), as applicable, and no Purchaser Preferred Stock shall be
convertible into Purchaser Common Stock, and no voting rights arising from such conversion may be exercised, unless and until the requisite
Purchaser Stockholder Approval has been obtained;
WHEREAS,
after the Closing, the Company intends to obtain the requisite Purchase Stockholder Approval to (i) approve, for purposes of applicable
Nasdaq Listing Rules, including Rules 5635(a), (b) and (d), as applicable, of the issuance of the purchaser Stock Consideration and Purchaser
Common Stock issuable upon conversion of the Purchaser Preferred Stock, and (ii) approve amendment to the Company’s certificate
of incorporation required to authorize sufficient shares to effect the foregoing (the “Purchaser Stockholder Proposals”);
WHEREAS,
as of the date hereof, each Stockholder is the “beneficial owner” (within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)) and/or record owner of such shares of capital stock of the Company
(“Shares”) set forth opposite such Stockholder’s name on Schedule A attached hereto (the “Owned
Securities”) (the Owned Securities, together with any other Shares acquired (whether beneficially or of record) by such Stockholder
after the date hereof and prior to the Expiration Time (as defined in Article IV), including any Shares acquired by means of purchase,
pursuant to the Transaction Agreement, as a result of a stock dividend or distribution, stock split, recapitalization, combination or
reclassification, or upon the exercise or conversion of any securities, being collectively referred to herein as the “Securities”);
WHEREAS,
each Stockholder agrees to vote all of its Securities that Stockholder is entitled to vote in favor of the authorization and approval
of the Purchaser Stockholder Proposals, upon the terms and subject to the conditions set forth herein; and
WHEREAS,
each Stockholder acknowledges that the Company is entering into the Transaction Agreement in reliance on the representations, warranties,
covenants and other agreements of the Stockholders set forth in this Agreement.
NOW,
THEREFORE, in consideration of the foregoing, the mutual covenants and agreements set forth herein, and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
ARTICLE
I
VOTING;
RESTRICTIONS ON TRANSFERS
Section
1.1 Voting. From and after the date hereof until the Expiration Time, each Stockholder shall, (i) approve and consent to any of the
matters described in paragraphs (a) – (e) hereof by written consent of the holders of a majority of the voting power of the issued
and outstanding capital stock of the Company in lieu of a meeting of stockholders, and (ii) to the extent a meeting (whether annual or
special) of the stockholders of the Company, however called, at which any of the matters described in paragraphs (a) – (e) hereof
is to be considered (and any adjournment or postponement thereof) is held, (A) cause its representative(s) to appear at such meeting
or otherwise cause its Securities to be counted as present thereat for purposes of determining whether a quorum is present and (B) vote
or cause to be voted (including by proxy or written consent, if applicable) its Securities:
(a)
for the authorization, adoption and approval of the Purchaser Stockholder Proposals;
(b)
against any transaction, proposal, agreement or action made in opposition to the authorization or approval of any Purchaser Stockholder
Proposal or in competition or inconsistent with any Purchaser Stockholder Proposal;
(c)
against any other action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which could
reasonably be expected, to materially impede, interfere with, delay, postpone, discourage or adversely affect any Purchaser Stockholder
Proposal or the performance by such Stockholder of its obligations under this Agreement;
(d)
against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any
covenant, representation or warranty or any other obligation or agreement of the Company contained in the Transaction Agreement, or of
such Stockholder contained in this Agreement, and
(e)
in favor of any other matter necessary to authorize, adopt and approve the Purchaser Stockholder Proposals, including any proposal to
adjourn or postpone a meeting of Purchaser’s stockholders to solicit additional votes in favor of the matters described in paragraph
(a).
Notwithstanding
anything to the contrary in this Agreement, the obligations of the Stockholders set out in this Section 1.1 shall not apply in respect
of any proposal that would materially and disproportionately adversely impact such Stockholder compared to other stockholders of the
Company. For the avoidance of doubt, the Seller Parties shall not be required or permitted by this Agreement to vote any Securities on
any matter as to which such Securities are not entitled to vote under applicable Laws, Nasdaq Listing Rules, the Company’s certificate
of incorporation or the certificate of designations.
Section
1.2 Restrictions on Transfers. Each Stockholder hereby agrees that, from the date hereof until the Expiration Time, it shall not,
directly or indirectly, (a) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer,
pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of Law or otherwise) (collectively,
“Transfer”), either voluntarily or involuntarily, or enter into any Contract, option or other arrangement or understanding
with respect to the Transfer of, any Securities or any interest therein, including, without limitation, any swap transaction, option,
warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction or any other
similar transaction (including any option with respect to any such transaction) or combination of any such transactions, in each case
involving any Securities (any such transaction, a “Derivative Transaction”), (b) deposit any Securities into a voting
trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent
with this Agreement, except pursuant to the Investor Rights Agreement, (c) convert or exchange, or take any action which would result
in the conversion or exchange of, any Securities, (d) take any action that would make any representation or warranty of such Stockholder
set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling or delaying it from performing any of its
obligations under this Agreement or that is intended, or would reasonably be expected, to impede, frustrate, interfere with, delay, postpone,
materially and adversely affect or prevent authorization, adoption or approval of any Purchaser Stockholder Proposal or the performance
by the Company of its obligations under the Transaction Agreement or by such Stockholder of its obligations under this Agreement, or
(e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), (c) or (d). The foregoing
restrictions shall not apply to:
(i)
any bona fide charitable gift or gifts, including, without limitation, to a charitable organization or educational institution; provided,
that it shall be a condition to any transfer pursuant to this clause (a) that (1) the transferee/donee agrees to be bound by the terms
of this Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the
transferee/donee were a party hereto, (2) any such transfer shall not involve a disposition for value, and (3) each party (donor, donee,
transferor or transferee) shall agree to not voluntarily make, any filing or public announcement of the gift, sale or other disposition
prior to the Expiration Time;
(ii)
the exercise or settlement of stock options or other equity awards granted pursuant to the Company’s stock option/incentive plans
or awards, provided, that the restrictions shall apply to any securities issued upon such exercise or settlement to the extent they constitute
Securities;
(iii)
bona fide gifts, sales or other dispositions of shares of any class of the Company’s capital stock that are made exclusively between
and among the undersigned and Affiliates of the Stockholder; provided, that it shall be a condition to any transfer pursuant to this
clause (iii) that (A) the transferee/donee agrees to be bound by the terms of this Agreement (including, without limitation, the restrictions
set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto and (B) each party (donor, donee,
transferor or transferee) shall agree to not voluntarily make, any filing or public announcement of the gift, sale or other disposition
prior to the Expiration Time;
(iv)
the conversion, exercise or exchange of any securities of the Seller Parties or Target, into Purchaser Common Stock or any other securities
of the Company, provided, that such shares of Purchaser Common Stock or other securities issued upon conversion, exercise or exchange,
to the extent they constitute Securities, remain subject to the terms of this Agreement;
(v)
any transfers or commitments to transfer pursuant to a merger, consolidation, tender offer or other similar transaction involving a Change
of Control (as defined below) or reverse merger, other than the transactions contemplated by the Transaction Agreement, provided, that
in the event that such merger, consolidation, tender offer or other such transaction involving a Change of Control or reverse merger
is not completed, such Purchaser Common Stock or other securities held by the Stockholder shall remain subject to the provisions of this
Agreement;
(vi)
transfers that are approved by the prior written consent of the Company (with approval by the disinterested directors of the Company
at that time);
(vii)
sales of Purchaser Common Stock purchased by the undersigned on the open market following the date of the Transaction Agreement, provided,
that any required filing under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) made between the
date hereof and the Expiration Time shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described
in this clause (vii); and
(viii)
pledges of Securities in bona fide financing transactions, provided, that any transferee or foreclosing party shall, before acquiring
any Securities pursuant to such pledge, execute and deliver to the Company a joinder to this Agreement and agree to be bound by its terms
until the Expiration Time.
“Change
of Control” shall mean (i) the consummation of any bona fide third party tender offer, merger, consolidation or other similar
transaction, in one transaction or a series of related transactions, the result of which is that any “person” (as defined
in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the
Exchange Act) of at least 50% of the total voting power of the Company (or the surviving entity) or (ii) the sale or other disposition
(in one transaction or a series of transactions) of all or substantially all of the assets of the Company.
ARTICLE
II
REPRESENTATIONS,
WARRANTIES AND COVENANTS
OF
STOCKHOLDERS
Section
2.1 Representations and Warranties. Each Stockholder, severally and not jointly, represents and warrants to the Company as of the
date hereof:
(a)
if such Stockholder is an entity, such Stockholder is duly organized, validly existing and in good standing under the Laws of its jurisdiction
of formation, and such Stockholder has full legal right, power, capacity and authority to execute and deliver this Agreement, to perform
its obligations hereunder and to consummate the transactions contemplated hereby;
(b)
this Agreement has been duly executed and delivered by such Stockholder and the execution, delivery and performance of this Agreement
by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on
the part of such Stockholder and no other actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement
or to consummate the transactions contemplated hereby;
(c)
assuming due authorization, execution and delivery by the Company, this Agreement constitutes a legal, valid and binding agreement of
such Stockholder, enforceable against Stockholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity
(regardless of whether considered in a proceeding in equity or at law);
(d)
(i) such Stockholder (A) is the beneficial and/or record owner of, and has good and valid title to, the Owned Securities, in each case,
free and clear of Liens other than as created by this Agreement, and (B) has voting power and power of disposition with respect to the
Securities, with no limitations, qualifications or restrictions that would prevent Stockholder from performing its obligations hereunder,
subject to the terms of this Agreement; (ii) except pursuant hereto, there are no options, warrants or other rights, agreements, arrangements
or commitments of any character to which such Stockholder is a party relating to the pledge, disposition or voting of any of the Securities;
(iii) the Securities are not subject to any voting trust agreement or other Contract to which Stockholder is a party restricting or otherwise
relating to the voting or Transfer of the Securities other than this Agreement, the Lock-up Agreement or the Investor Rights Agreement;
(iv) Stockholder has not Transferred any Securities or any interests therein pursuant to any Derivative Transaction; (v) as of the date
hereof, other than the Securities, such Stockholder does not own, beneficially or of record, or have the right to acquire, any Shares
or other securities of the Company, or any direct or indirect interest in any such securities (including by way of derivative securities);
and (vi) such Stockholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Securities,
except as contemplated by this Agreement or the Investor Rights Agreement;
(e)
except for the applicable requirements of the Exchange Act and the Laws of the State of Delaware and the Cayman Islands, neither the
execution, delivery or performance of this Agreement by Stockholder nor the consummation by such Stockholder of the transactions contemplated
hereby, nor compliance by such Stockholder with any of the provisions hereof shall (A) conflict with or violate any provision of the
organizational documents of such Stockholder, (B) result in any breach or violation of, or constitute a default (or an event which, with
notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration
or cancellation of, or result in the creation of a Lien on property or assets of such Stockholder pursuant to any Contract to which such
Stockholder is a party or by which Stockholder or any property or asset of Stockholder is bound or affected, or (C) violate any order,
writ, injunction, decree, statute, rule or regulation applicable to Stockholder or any of such Stockholder’s properties or assets;
and
(f)
there is no Action pending against such Stockholder or, to the knowledge of Stockholder, threatened against Stockholder that restricts
or prohibits (or, if successful, would restrict or prohibit) the performance by Stockholder of its obligations under this Agreement.
Section
2.2 Covenants. Each Stockholder hereby:
(a)
agrees, prior to the termination of this Agreement, not to take any action that would make any representation or warranty of such Stockholder
contained herein or under the Transaction Agreement untrue or incorrect in any material respect or have or could have the effect of preventing,
impeding or interfering with or materially and adversely affecting the performance by such Stockholder of its obligations under this
Agreement or under the Transaction Agreement;
(b)
agrees to permit the Company to publish and disclose in any proxy statement or information statement relating to the Purchaser Stockholder
Proposals (including all documents filed with the Securities and Exchange Commission in connection therewith), such Stockholder’s
identity and beneficial ownership of Shares or other equity securities of the Company and the nature of such Stockholder’s commitments,
arrangements and understandings under this Agreement, in each case, as required by applicable Law; and
(c)
agrees and covenants that it shall promptly (and in any event within forty-eight (48) hours) notify the Company of any new Securities
with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such Stockholder, including,
without limitation, by means of purchase, as a result of a stock dividend or distribution, stock split, recapitalization, combination,
reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company after the date hereof
and prior to the Expiration Time; and the Company and such Stockholder shall update Schedule A accordingly, provided that failure
to update Schedule A shall not affect the application of this Agreement to such Securities.
ARTICLE
III
REPRESENTATIONS
AND WARRANTIES OF THE COMPANY
Section
3.1 Representations and Warranties. The Company represents and warrants to the Stockholders that as of the date hereof and during
the term until the Expiration Time:
(a)
The Company is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all requisite power
and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly
executed and delivered by the Company, and, assuming due authorization, execution and delivery by the Stockholders, constitutes a legal,
valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally
and by general principles of equity (regardless of whether considered in a proceeding in equity or at law); and
(b)
Except for the applicable requirements of the Exchange Act, state Laws, Nasdaq Listing Rules and the approvals and filings contemplated
by the Transaction Agreement, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is
necessary on the part of the Company for the execution, delivery and performance of this Agreement by the Company or the consummation
by the Company of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by
the Company, nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the
provisions hereof shall (A) conflict with or violate any provision of the organizational documents of the Company, (B) result in any
breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under,
or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property
or asset of the Company pursuant to any Contract to which the Company is a party or by which the Company or any of its property or assets
is bound or affected, or (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any
of its properties or assets.
ARTICLE
IV
TERMINATION
This
Agreement, and the obligations of the parties hereunder, shall terminate and be of no further force or effect immediately upon the earliest
of (a) the receipt of all approvals of the Purchaser Stockholder Proposals, and (b) the termination of the Transaction Agreement in accordance
with its terms (such earliest time, the “Expiration Time”); provided, that this Article IV and Article V shall survive
any termination of this Agreement. Nothing in this Article IV shall relieve or otherwise limit any party’s liability for any breach
of this Agreement prior to the termination of this Agreement.
ARTICLE
V
MISCELLANEOUS
Section
5.1 Notices. All notices and other communications hereunder shall be in writing in the English language and shall be deemed duly
given (a) on the date of delivery if delivered personally, or if by facsimile or e-mail, upon written confirmation of receipt by facsimile
or e-mail, (b) on the first Business Day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day
courier, or (c) on the earlier of confirmed receipt or the fifth Business Day following the date of mailing if delivered by registered
or certified mail (return receipt requested, postage prepaid). All notices hereunder shall be delivered to the addresses set forth below
(or at such other address for a party as shall be specified in a notice given in accordance with this Section 5.1):
(i)
If
to the Company:
FF
EAI Robotics Ecosystem Inc.
1990
E. Grand Ave.
El
Segundo, California 90245
E-mail:
***
(ii)
If
to Stockholders:
1990
E. Grand Avenue, El Segundo, CA 90245
E-mail:
***
Section
5.2 Severability. If any term or other provision of this Agreement
is invalid, illegal or incapable of being enforced by any rule of Law, or public policy, all other conditions and provisions of this
Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected
in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being
enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties
as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally
contemplated to the fullest extent possible.
Section
5.3 Entire Agreement. This Agreement and the Transaction Agreement constitute the entire agreement and understanding among the parties
with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, among the parties,
or any of them, with respect to the subject matter hereof.
Section
5.4 Specific Performance. Each party acknowledges and agrees that monetary damages would not be an adequate remedy in the event that
any covenant or agreement in this Agreement is not performed in accordance with its terms, and therefore agrees that, in addition to
and without limiting any other remedy or right available to the parties, each party will have the right to an injunction, temporary restraining
order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically the terms
and provisions hereof. Each party agrees not to oppose the granting of such relief in the event a court determines that such a breach
has occurred, and to waive any requirement for the securing or posting of any bond in connection with such remedy. All rights, powers,
and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative,
and the exercise or beginning of the exercise of any thereof by a party shall not preclude the simultaneous or later exercise of any
other such right, power or remedy by a party.
Section
5.5 Amendments; Waivers. At any time prior to the Expiration Time, any provision of this Agreement may be amended or waived if, and
only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company and the Stockholders, or in the
case of a waiver, by the party against whom the waiver is to be effective. Notwithstanding the foregoing, no failure or delay by a party
hereto in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude
any other or further exercise of any other right hereunder.
Section
5.6 Governing Law; Dispute Resolution; Jurisdiction. This Agreement
shall be interpreted, construed and governed by and in accordance with the Laws of the State of Delaware without regard to the conflicts
of law principles thereof. All actions arising out of or relating to this Agreement shall be heard and determined exclusively in the
Court of Chancery of the State of Delaware and any state appellate court therefrom or, if the Court of Chancery declines to accept jurisdiction,
any federal court within the State of Delaware or, if no such federal court has jurisdiction, any other state court within the State
of Delaware. Each of the parties hereto agrees that mailing of process or other papers in connection with any such action in the manner
provided in Section 5.1 or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof.
Each of the parties hereto hereby (a) submits to the exclusive jurisdiction of any of the above-named courts for the purpose of any action
arising under the Laws of the State of Delaware out of or relating to this Agreement brought by any party hereto and (b) irrevocably
waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement
and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and
the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts
for any reason other than the failure to serve process in accordance with this Section 5.6, (ii) any claim that it or its property is
exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service
of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to
the fullest extent permitted by applicable Law, any claim that (A) the action in such court is brought in an inconvenient forum, (B)
the venue of such action is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each
party hereto hereby irrevocably and unconditionally waives to the fullest extent permitted by applicable Laws any right it may have to
trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the
transactions contemplated by this Agreement.
Section
5.7 No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended
to or shall confer upon any person other than the parties and their respective successors and permitted assigns any legal or equitable
right, benefit or remedy of any nature under or by reason of this Agreement.
Section
5.8 Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be
assigned by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other
party. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto
and their respective successors and permitted assigns.
Section
5.9 No Presumption Against Drafting Party. Each of the parties to this Agreement acknowledges
that it has been represented by independent counsel in connection with this Agreement and the transactions contemplated by this Agreement.
Accordingly, any rule of Law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against
the drafting party has no application and is expressly waived.
Section
5.10 Counterparts. This Agreement may be executed in two
or more consecutive counterparts (including by facsimile or email pdf format), each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have
been signed by each of the parties and delivered (by telecopy, email pdf format or otherwise) to the other party.
[Signature
Pages to follow]
IN
WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.
STOCKHOLDER
Faraday
Future Intelligent Electric Inc.
By:
/s/
Koti Meka
Name:
Koti
Meka
Title:
CFO
[Signature
Page to Support Agreement]
IN
WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.
STOCKHOLDER
Yueting
Jia
By:
/s/
Yueting Jia
[Signature
Page to Support Agreement]
IN
WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.
STOCKHOLDER
Jiawei
Wang
By:
/s/
Jiawei Wang
[Signature
Page to Support Agreement]
IN
WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.
COMPANY
FF
EAI ROBOTICS ECOSYSTEM INC.
By:
/s/
Jay Sheng
Name:
Jay
Sheng
Title:
President
[Signature
Page to Support Agreement]
SCHEDULE
A
Owned
Securities as of the Date Hereof
Stockholder
Common
Stock (record / beneficial)
Series
B Preferred Stock (as-converted Common)
Faraday Future Intelligent Electric
Inc.
13,357,079
Yueting Jia
33,163
1,747,781
Jiawei Wang
1,658
87,389
Other
securities and rights to acquire Shares (including options, warrants and convertible securities): N/A.
[Schedule
A to Support Agreement]
EX-10.3
EX-10.3
Filename: ex10-3.htm · Sequence: 4
Exhibit 10.3
COMMON
TECHNOLOGY LICENSE AGREEMENT
This
Common Technology License Agreement (this “Agreement”) is entered into as of October 23, 2026 and effective
as of the Closing (the “Effective Date”) by and among Faraday Future Intelligent Electric Inc. (“FFAI”),
Faraday&Future Inc., a corporation incorporated under the Laws of the State of California, with its principal place of business at
1990 E. Grand Ave., El Segundo, CA, 90245 (“Licensor”), and FF AI-Robotics Inc., a corporation incorporated under
the Laws of the State of Delaware with its principal place of business at 1990 E. Grand Ave., El Segundo, CA, 90245 (“Licensee”).
FFAI, Licensor and Licensee are each a “Party” and together the “Parties.”
Recitals
A.
FFAI, Smart Technology Holdings Ltd., FF EAI Robotics Ecosystem Inc., FFR Acquisition Sub LLC, and FF EAI Robotics Inc. (the “Company”)
are parties to that certain Transaction Agreement, dated as of October 12, 2026 (the “Transaction Agreement”), pursuant
to which, among other things, the Robotics Business (such term as defined in the Transaction Agreement), and all assets, intellectual
property, data, contracts, employees, and liabilities related thereto, are to be contributed to the Company and its Subsidiaries in the
Internal Restructuring (such term as defined in the Transaction Agreement) prior to the Closing (such term as defined in the Transaction
Agreement);
B.
FFAI, through its subsidiaries, designs, manufactures, and sells vehicle products and, through the Robotics Business, designs, manufactures,
and sells Robotics Products (such term as defined in the Transaction Agreement).
C.
Licensor’s engineers have developed software and technology used in the Robotics Business and other businesses (the “Common
Technology”). Licensor shall retain ownership of that Common Technology, and Licensee requires a license to use it in Robotics
Products.
NOW,
THEREFORE, in consideration of the premises and of the mutual representations, warranties and covenants herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound,
hereby agree as follows:
1.
Definitions
a.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with
a Party, where “control” means ownership of more than 50% of the voting interests or the power to direct management and policies.
Notwithstanding the foregoing or the direct or indirect ownership or control of any member of the Licensee Group by FFAI or any of its
Affiliates, for purpose of this Agreement, (i) Licensee, the Purchaser, the Company (and, after the Effective Time, the Surviving Company),
and their respective subsidiaries (the “Licensee Group”) shall not be deemed to be Affiliates of Licensor, and (ii)
Licensors and their Affiliates (other than members of the Licensee Group) shall not be deemed to be Affiliates of Licensee.
b.
“Business” means the business of designing, developing, manufacturing, having manufactured, testing, maintaining,
supporting, marketing, selling, leasing, importing, exporting, and otherwise commercializing Robotics Products, as conducted by Target
Companies as of and after the Closing Date and as it may evolve.
c.
“Closing Date” has the meaning given in the Transaction Agreement.
d.
“Common Technology” means all Software, technology, inventions, designs, algorithms, specifications, schematics, know-how,
data, and other works of authorship (collectively, “Technology”) that (i) are or will be owned by Licensor or its
Affiliates, (ii) were, are or will be used in or developed for use in the Robotics Products, and (iii) are not Robotics Products Technology.
e.
“Derivative Works” means any modification, enhancement, improvement, adaptation, translation, port, or other derivative
work of the Common Technology, including anything that is a “derivative work” under applicable copyright law.
f.
“Documentation” means all manuals, specifications, comments, design files, build instructions, and other materials
describing the Common Technology.
g.
“Field of Use” means the Business, including Robotics Products and all versions, models, successors, upgrades, variants,
and derivatives of Robotics Products, and all products, services, and systems that are substantially similar in function to Robotics
Products or that replace or supplement it. The Field of Use excludes Vehicle Products and any product that is substantially similar in
function to Vehicle Products and is not a Robotics Products Derivative.
h.
“Intellectual Property Rights” means all rights worldwide in patents, copyrights, mask works, trade secrets, know-how,
software, database rights, industrial designs, and all other intellectual property, including registrations, applications, renewals,
and extensions. It excludes trademarks, trade names, and logos.
i.
“IP Assignment Agreement” means that certain Intellectual Property Assignment Agreement to be entered into by and
among FFAI, Licensor, as assignor, and Licensee, as assignee, concurrently with this Agreement.
j.
“Robotics Products” has the meaning given in the Transaction Agreement, and includes all versions, models, successors,
and derivatives thereof.
k.
“Robotics Products Technology” means all of Technology used or held for use exclusively in the Robotics Business or
Robotics Products, which is assigned to Licensee under the IP Assignment Agreement, including the items listed on Schedule 1 and all
associated Intellectual Property Rights, Documentation, and Source Code.
2
l.
“Software” means computer programs in Source Code and object code form, firmware, libraries, APIs, scripts, tools,
and related files.
m.
“Source Code” means human-readable software code, together with build tools, scripts, and comments reasonably necessary
to compile and maintain it.
n.
“Robotics Products Derivative” means any version, model, successor, upgrade, variant, or derivative of any Robotics
Product.
o.
“Vehicle Products” means the FF91 model vehicle, the SuperOne model vehicle, and all versions, models, successors,
derivatives, any and all related vehicle technology, and future models that reasonably qualify as a vehicle.
p.
Other Defined Terms. Capitalized terms used but not defined in this Agreement shall have the meanings given in the Transaction Agreement.
2.
License Grant
a.
Grant. Licensor, on behalf of itself and its Affiliates, hereby grants, and agrees to grant, and FFAI shall cause Licensor and FFAI’s
applicable Affiliates, to grant and agree to grant, to Licensee and its Affiliates a exclusive (including as to Licensor and its Affiliates),
perpetual, irrevocable, worldwide, royalty-free, fully paid-up license, under all of such Licensor’s and its Affiliates’
Intellectual Property Rights in the Common Technology, to do the following solely within the Field of Use:
i.
use, copy, reproduce, install, compile, execute, disclose, display, and perform the Common Technology;
ii.
modify, maintain, support, and create Derivative Works of the Common Technology;
iii.
make, have made, use, sell, offer for sale, lease, import, export, and otherwise commercialize products and services incorporating or
using the Common Technology or Derivative Works; and
iv.
distribute and sublicense the Common Technology and Derivative Works as incorporated in or with products and services in the Field of
Use in accordance with Section 2.c.
b.
Source Code. Licensor shall, and FFAI shall cause Licensor and FFAI’s applicable Affiliates to, make available and deliver the
Source Code and Documentation for the Common Technology to Licensee within 30 days after the Closing Date through a method agreed by
the Parties. Licensee may use the Source Code for all purposes permitted under Section 2.a. Licensee shall protect the Source Code under
Section 7.
3
c.
Sublicensing. Licensee may grant sublicenses with respect to the license granted in accordance with Section 2.a to:
i.
its Affiliates;
ii.
contractors, manufacturers, suppliers, and service providers solely to perform services for Licensee in the Field of Use;
iii.
distributors, resellers, and channel partners, solely to market and distribute products in the Field of Use; and
iv.
customers and end users, in object code form only, solely to use products and services in the Field of Use.
Licensee
may not grant any sublicense to the Source Code except under clause (i) or (ii) of this Section 2.c.
Licensee
shall be responsible for any sublicensee’s breach of this Agreement.
d.
Reservation of Rights; Licensor Retained Ownership. As between the Parties, Licensor retains all right, title, and interest in the Common
Technology, subject only to the license granted here. Licensor and its Affiliates may use, license, modify, and exploit the Common Technology
for any purpose, including Vehicle Products and any other product, subject to Section 2.f and Article VI (Noncompetition and Nonsolicitation)
of the Transaction Agreement. No rights are granted by implication, estoppel, or otherwise except as expressly stated.
e.
Omitted Items. If either Party identifies any Technology that qualifies as “Common Technology” but is not listed on Schedule
1, it shall be deemed as Common Technology and subject to the license under Section 2.a, and Schedule 1 shall be updated automatically
to reflect inclusion of such Technology without further consent or action of any Party.
f.
Licensor Covenant; No Impairment. Licensor shall not, and FFAI shall cause Licensor and FFAI’s applicable Affiliates not to, assign,
license, encumber, or otherwise dispose of any rights in the Common Technology except subject to this Agreement and Licensee’s
rights under it.
g.
Consideration. The Parties acknowledge that the license is granted in consideration of the mutual promises herein and the Purchase Price
payable under the Transaction Agreement and the other covenants in the Transaction Documents, and that no separate royalty or fee is
owed.
h.
Affiliate Compliance. FFAI and Licensor shall cause each of its Affiliates that owns or controls any Intellectual Property Rights in
the Common Technology to comply with this Agreement as if it were Licensor, and FFAI and Licensor shall responsible for any breach of
this Agreement by any such Affiliate.
4
3.
Ownership of Modifications
a.
Licensee Derivative Works. Subject to Licensor’s underlying rights in the Common Technology, Licensee shall own all Derivative
Works made by or for Licensee and all Intellectual Property Rights in the new, original contributions embodied in them (“Licensee
Improvements”). Licensee’s ownership does not extend to the underlying Common Technology.
b.
Licensor Derivative Works. Licensor shall own Derivative Works made by or for Licensor and its Affiliates, and Licensee shall own those
made by Licensee. Neither Party is required to share its Derivative Works with the other except as stated in Section 3.c.
c.
Grant-Back. Licensee grants Licensor and its Affiliates a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license to use
Licensee Improvements that are modifications of Common Technology solely for Vehicle Products and its successors and derivatives. Notwithstanding
anything herein to the contrary, Licensee is not required to deliver Source Code of Licensee Improvements unless Licensor requests it
in writing, and any such delivery (and any other access by Licensor or its Affiliates to Licensee Improvements or other non-public technical
information of the Target Companies) is subject to Section 2.10.1 of the Transaction Agreement and applicable export control Laws.
4.
Restrictions
a.
Licensee shall not use the Common Technology outside the Field of Use, including in Vehicle Products or any product that is substantially
similar in function to Vehicle Products and is not a Robotics Products Derivative, except as the Parties agree in writing.
b.
Licensee shall not sell, assign, or transfer the Common Technology as a stand-alone product, or license it other than as part of products
and services in the Field of Use, except as permitted in Section 10.
c.
Licensee shall not remove or alter copyright, patent, or proprietary rights notices in the Common Technology.
5.
Delivery, Maintenance, and Support
a.
Licensor is not obligated to provide maintenance, support, updates, or enhancements for the Common Technology, except as described in
the Transition Service Agreement (as defined in the Transaction Agreement), to the extent services relating to the Common Technology
are provided under it.
b.
Licensor shall promptly deliver to Licensee, for one (1) year after the Closing Date, any bug fix or security patch that Licensor creates
for the Common Technology and makes generally available for Vehicle Products, and such fix or patch is deemed part of the Common Technology.
5
6.
Third-Party and Open Source Components
Schedule
2 lists, to the Knowledge of the Seller Parties as of the Effective Date, (a) third-party Software and technology incorporated in the
Common Technology and (b) open source Software incorporated in the Common Technology, with applicable license terms.
7.
Confidentiality
a.
The Source Code, non-public Documentation, and non-public technical information regarding the Common Technology are confidential information
of Licensor. Licensee, as the receiving party, shall hold Licensor’s Confidential Information in confidence using at least the
same care it uses for its own similar information (and no less than reasonable care), shall use it only as permitted by this Agreement,
and shall disclose it only to officers, directors, employees, professional advisors contractors, and sublicensees who need to know and
are bound by written confidentiality obligations at least as protective as this Section.
b.
Confidential information excludes information that (i) is or becomes public other than through breach; (ii) was lawfully known to the
receiving party without restriction before disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is
independently developed without use of Confidential Information. The receiving party may disclose Confidential Information as required
by applicable law, court order, or the rules of the U.S. Securities and Exchange Commission or any stock exchange on which the Receiving
Party or any of its Affiliates is listed (including by filing this Agreement as an exhibit to a periodic or current report) after giving
prompt notice, where lawful, so the disclosing Party can seek protective treatment.
c.
Licensor shall also hold in confidence all Licensee Improvements and other non-public technical information of Licensee, and shall use
it only as permitted by this Agreement.
d.
The obligations under this Section 7 shall continue for five (5) years after the Effective Date and, for Source Code and trade secrets,
for as long as the information remains a trade secret under applicable Law.
8.
Representations and Warranties
a.
Mutual. Each Party represents that it has full power and authority to enter into and perform this Agreement and that this Agreement is
a valid and binding obligation enforceable against it.
6
b.
Licensor. Licensor represents that, as of the Effective Date: (i) Licensor or its Affiliates own the Common Technology (excluding third-party
and open source components identified on Schedule 2) free and clear of all Liens other than Permitted Liens and have the right to grant
the licenses granted here; and (ii) Licensor has not granted and shall not grant any right in the Common Technology that conflicts with
this Agreement.
c.
DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT OR THE TRANSACTION AGREEMENT, THE COMMON TECHNOLOGY IS LICENSED “AS IS,”
AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
9.
Assignment; Change of Control
a.
Licensee may assign this Agreement, in whole but not in part, without Licensor’s consent, to (i) an Affiliate, or (ii) a successor
to all or substantially all of the Business (whether by merger, sale of assets or equity, or otherwise), provided the assignee shall
assumes Licensee’s obligations in writing and be bound by this Agreement.
b.
Except as otherwise provided in this Section 9, no Party may not assign this Agreement without the other Party’s prior written
consent.
10.
Enforcement of Intellectual Property
a.
Licensor has the first right, but not the obligation, to prosecute, maintain, and enforce its Intellectual Property Rights in the Common
Technology, at its own expense, and shall keep Licensee reasonably informed. Licensor shall not abandon or allow the lapse of any patent
or registration in the Common Technology without 60 days’ prior notice to Licensee, and Licensee may assume maintenance at its
own expense.
b.
If a third party infringes the Common Technology in the Field of Use, Licensee may request that Licensor enforce; if Licensor does not
act within 30 days, Licensee may enforce in the Field of Use at its expense, and Licensor may join as a necessary party at its own costs.
Any settlement affecting the validity of Licensor’s rights shall require Licensor’s consent.
11.
Term and Termination
a.
Term. This Agreement and the license granted herein shall continue in perpetuity.
b.
Irrevocability. The license granted herein may not be terminated or rescinded for any reason, including breach.
7
c.
Bankruptcy. All rights and licenses granted under this Agreement are licenses of “intellectual property” for purposes of
Section 365(n) of the U.S. Bankruptcy Code. If Licensor becomes subject to bankruptcy proceedings, Licensee may retain and fully exercise
its rights under this Agreement.
12.
Further Assurances; Interaction with Transaction Agreement
a.
Each Party shall execute documents and take further actions reasonably requested to carry out this Agreement, including recordable short-form
licenses.
b.
This Agreement is entered into in connection with the Transaction Agreement. In the event of conflict, this Agreement controls as to
the license and use of the Common Technology, and the Transaction Agreement controls in all other respects. This Agreement is a Transaction
Document for purposes of the Transaction Agreement [and is one of the Intellectual Property License Agreements referred to in Section
3.7.4 of the Transaction Agreement].
13.
Governing Law; Dispute Resolution
a.
The provisions of sections 12.1 and 12.5 of the Transaction Agreement are incorporated herein by reference, mutatis mutandis.
b.
Each Party acknowledges that any breach of this Agreement would cause irreparable harm, and the non-breaching Party may seek injunctive
relief without posting bond, in addition to other remedies.
14.
General
a.
Notices. Notices must be in writing and delivered by hand, nationally recognized courier, or email with confirmation, to the addresses
on the signature page (or as updated by notice).
b.
Entire Agreement; Amendment; Waiver. This Agreement (with its Schedules), the IP Assignment Agreement, and the Transaction Agreement
are the entire agreement on this subject and supersede prior discussions. Amendments and waivers must be in writing and signed by the
Parties.
c.
Severability. If any provision is held unenforceable, it shall be enforced to the maximum extent permitted and the rest of the Agreement
remains in effect.
d.
Export. Each Party shall comply with applicable export control and sanctions laws in its use and distribution of the Common Technology.
e.
Independent Parties; No Third-Party Beneficiaries. The Parties are independent contractors. Except for Affiliates and indemnified persons,
there are no third-party beneficiaries.
f.
Counterparts. This Agreement may be executed in counterparts, including by electronic signature.
g.
Taxes. Each Party bears its own taxes. The Parties intend that no transfer, sales, or use taxes arise from the license, which is granted
as part of the consideration under the Transaction Agreement.
(signature
page follows)
8
IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
FFAI
Faraday
Future Intelligent Electric Inc.
By:
/s/
Koti Meka
Name:
Koti
Meka
Title:
Chief
Financial Officer
Notice
address: 1990 E. Grand Ave., El Segundo, CA 90245
Email:
***
Licensor
Licensee
Faraday&Future
Inc.
FF
AI-Robotics Inc.
By:
/s/
Koti Meka
By:
/s/
Chris Chen
Name:
Koti
Meka
Name:
Chris
Chen
Title:
Chief
Financial Officer
Title:
Chief
Executive Officer
Notice
address: 1990 E. Grand Ave., El Segundo, CA 90245
Notice
address: 1990 E. Grand Ave., El Segundo, CA 90245
Email:
***
Email:
***
9
Schedule
1: Common Technology
1.
See attached.
10
Schedule
2: Third-Party and Open Source Components
1.
See attached.
11
EX-10.4
EX-10.4
Filename: ex10-4.htm · Sequence: 5
Exhibit
10.4
INTELLECTUAL
PROPERTY ASSIGNMENT AGREEMENT
This
Intellectual Property Assignment Agreement (this “Agreement”), dated as of October 23, 2026 (the “Effective
Date”), is entered into by and among Faraday Future Intelligent Electric Inc. (“FFAI”), Faraday&Future
Inc., a California corporation (“Assignor”) and FF AI-Robotics Inc., a Delaware corporation (“Assignee”).
WHEREAS,
FFAI, Smart Technology Holdings Ltd., FF EAI Robotics Ecosystem Inc., FFR Acquisition Sub LLC, and FF EAI Robotics Inc. (the “Company”)
are parties to that certain Transaction Agreement, dated as of October 12, 2026 (the “Transaction Agreement”), pursuant
to which, among other things, the Robotics Business (such term as defined in the Transaction Agreement), and all assets, intellectual
property, data, contracts, employees, and liabilities related thereto, are to be contributed to the Company and its Subsidiaries in the
Internal Restructuring (such term as defined in the Transaction Agreement) prior to the Closing (such term as defined in the Transaction
Agreement);
WHEREAS,
Assignor is an indirect wholly owned subsidiary of FFAI and owns certain intellectual property rights used exclusively in the Robotics
Business;
WHEREAS,
Assignee is a wholly owned subsidiary of the Company, and, as part of the Internal Restructuring, Assignee intends to hold such intellectual
property rights; and
WHEREAS,
Assignor desires to assign, and Assignee desires to accept, such intellectual property rights; and the parties have agreed to execute
and deliver this Agreement, including for recording with the United States Patent and Trademark Office and corresponding entities or
agencies in any jurisdiction.
NOW,
THEREFORE, in consideration of the mutual covenants, terms and conditions set forth, and for other good and valuable consideration,
the receipt and sufficiency of which are acknowledged, the parties agree:
1. Definitions.
All capitalized terms used in this Agreement but not otherwise defined herein are given the meanings set forth in the Transaction Agreement.
As used herein, “Effective Date” means the date first written above, which shall be a date prior to the consummation of the
Equity Exchange on the Closing Date.
2. Assignment.
Effective as of the Effective Date, Assignor hereby irrevocably conveys, transfers, and assigns to Assignee, and FFAI hereby irrevocably
causes to be conveyed, transferred and assigned to Assignee, and Assignee hereby accepts, all of such rights, titles, and interests in
and to the following intellectual property rights (the “Assigned IPs”) as part of the Internal Restructuring and for
no additional consideration or payment:
a. all
Intellectual Property Rights that are used or held for use exclusively in the Robotics Business or the Robotics Products, including,
but not limited to (i) the Company-Owned IP Rights to the extent owned by Assignor, FFAI or their respective Affiliates, (ii) the Patents
listed on Schedule 1, (iii) the Marks listed or described on Schedule 2, together with the goodwill of the business connected
with the use of, and symbolized by, such Marks, (iv) the Copyrights listed or described on Schedule 3, (v) the domain names listed
on Schedule 4, and (vi) the Software, data, Trade Secrets, know-how, and other technology listed or described on Schedule 5,
in each case whether registered or unregistered and together with all related documentation and source code (collectively, the “Robotics
IPs”), but excluding the Common Technology (such term as defined in that certain Common Technology License Agreement to be
entered into by and among FFAI, Assignor and Assignee concurrently with this Agreement), which is licensed and not assigned; and
b. all
rights of any kind whatsoever accruing under any of the Robotics IPs provided by applicable Law of any jurisdiction, by international
treaties and conventions, and otherwise throughout the world, including all rights of priority and the right to file applications for
registration;
c. any
and all royalties, fees, income, payments, and other proceeds now or hereafter due or payable regarding all of the foregoing; and
d. any
and all claims and causes of action, regarding any of the foregoing, whether accruing before, on, or after the date hereof, including
all rights to and claims for damages, restitution, and injunctive and other legal and equitable relief for past, present, and future
infringement, dilution, misappropriation, violation, misuse, breach, or default, with the right but no obligation to sue for such legal
and equitable relief and to collect, or otherwise recover, any such damages.
3. Recordation
and Further Actions. Assignor authorizes the United States Patent and Trademark Office and the officials of corresponding entities
or agencies in any jurisdictions to record and register this Agreement upon request by Assignee or any of its Affiliates. Following the
Effective Date, upon Assignee’s reasonable request, and at Assignor’s sole cost and expense, FFAI and Assignor shall, and
shall cause their respective Affiliates to, take such steps and actions, and provide such cooperation and assistance to Assignee and
its successors, assigns, and legal representatives, including the execution and delivery of any affidavits, declarations, oaths, exhibits,
assignments, powers of attorney, or other documents, as may be reasonably necessary to effect, evidence, or perfect the assignment of
the Assigned IPs to Assignee, or any assignee or successor thereto. FFAI and Assignor shall, on the Effective Date, deliver to Assignee
all source code, documentation and other embodiments of the Assigned IPs in Assignor’s or its Affiliates’ possession or control,
provide access to the Assigned IPs in the relevant repositories, and take the steps necessary to transfer control of the assigned domain
names to Assignee.
2
4. Additional
Assigned IPs. If, at any time after the Effective Date, FFAI, Assignor or any of their respective Affiliates is found to own any
Intellectual Property Rights that are used or held for use exclusively in the Robotics Business or the Robotics Products and that have
not been assigned on the Effective Date, FFAI and Assignor shall, and shall cause their respective Affiliates to, promptly assign those
Intellectual Property Rights to Assignee (or to another Target Company designated by Assignee) for no additional consideration or payment,
consistent with Section 8.7 (Further Transfers) of the Transaction Agreement. This Section does not apply to the Common Technology.
5. Power
of Attorney. Assignor, and to the extent applicable, FFAI and its Affiliates, irrevocably appoint Assignee as their attorney-in-fact,
coupled with an interest, solely to execute and file any document needed to record, perfect, or evidence the assignment of the Assigned
IPs if Assignor fails to do so within ten (10) Business Days after Assignee’s written request.
6. Terms
of the Transaction Agreement. The parties hereto acknowledge and agree this Agreement is entered into pursuant to the Transaction
Agreement as part of the Internal Restructuring, to which reference is made for a further statement of the rights and obligations of
the parties and their Affiliates regarding the Assigned IPs. The representations, warranties, covenants, agreements, and indemnities
in the Transaction Agreement will not be superseded hereby but will remain in full force and effect to the full extent provided therein.
If any conflict or inconsistency occurs between the Transaction Agreement and the terms hereof, the Transaction Agreement shall govern.
7. Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed
to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission
shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
8. Successors
and Assigns. This Agreement will be binding upon and will inure to the benefit of the parties hereto and their respective successors
and assigns. The Purchaser and, from and after the Effective Time, the Surviving Company are intended third-party beneficiaries of this
Agreement and may enforce it; there are no other third-party beneficiaries.
9. Governing
Law; Dispute Resolution. The provisions of sections 12.1 and 12.5 of the Transaction Agreement are incorporated herein by reference,
mutatis mutandis.
[SIGNATURE
PAGE FOLLOWS]
3
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
FFAI
Faraday
Future Intelligent Electric Inc.
By:
/s/
Koti Meka
Name:
Koti
Meka
Title:
Chief
Financial Officer
Assignor
Assignee
Faraday&Future
Inc.
FF
AI-Robotics Inc.
By:
/s/
Koti Meka
By:
/s/
Chris Chen
Name:
Koti
Meka
Name:
Chris
Chen
Title:
Chief
Financial Officer
Title:
Chief
Executive Officer
4
SCHEDULE
1
ASSIGNED
PATENTS AND PATENT APPLICATIONS
None.
5
SCHEDULE
2
TRADEMARKS
1. See attached.
6
SCHEDULE
3
COPYRIGHTS
None.
7
SCHEDULE
4
DOMAIN
NAMES
See
attached.
8
SCHEDULE
5
SOFTWARE,
DATA, TRADE SECRETS AND OTHER TECHNOLOGY
See
attached.
9
EX-10.6
EX-10.6
Filename: ex10-6.htm · Sequence: 6
Exhibit
10.6
Employment
Agreement
This
Employment Agreement (this “Agreement”) is entered into as of October 23, 2026, by and between FF EAI Robotics Ecosystem
Inc. (formerly known as AIxCrypto Holdings, Inc.), a Delaware corporation (the “Company”), and Yueting (YT) Jia (“Executive”),
and shall become effective on the Effective Date (as defined in Section 2.1).
A.
The Company (under its former name, AIxCrypto Holdings, Inc.) and Executive are parties to an Advisor Agreement dated February 10, 2026
and effective as of October 2, 2025 (the “Advisor Agreement”), under which Executive serves as Chief Advisor to the Company.
B.
The Company has entered into a Transaction Agreement dated October 12, 2026, by and among Faraday Future Intelligent Electric Inc., Smart
Technology Holdings Ltd., the Company, FFR Acquisition Sub LLC and FF EAI Robotics Inc. (the “Transaction Agreement”), which
identifies Executive as a Key Employee for purposes of Section 9.1.7 thereof.
C.
The Board of Directors of the Company (the “Board”) has appointed Executive as Chief Executive Officer of the Company, effective
as of the Closing Date (as defined in the Transaction Agreement), and the parties wish to convert Executive’s engagement from an
advisory engagement to employment on the terms of this Agreement.
1.
Position and Duties
1.1
Position. Executive shall serve as Chief Executive Officer of the Company, reporting to the Board. Executive shall have such
duties and responsibilities as are customarily assigned to the position of a chief executive officer of a publicly traded company, including
general supervision of the business, strategy, technology and products of the Company and its subsidiaries, and such other duties as
the Board may reasonably assign from time to time. Executive shall work with the Executive Chairman of the Company, who shall have oversight
of the overall corporate management, strategic planning, execution and management, business growth especially of AI technology, product
innovation, and user ecosystem. If Executive is elected or appointed as a director of the Company or any of its subsidiaries, he shall
serve without additional compensation.
1.2
Commitment. Executive shall devote his primary business time and attention to the Company. Notwithstanding the foregoing,
the Company acknowledges Executive’s concurrent service as Founder and Global Chief Executive Officer of Faraday Future Intelligent
Electric Inc. (“FF”), and in such other positions with FF and its affiliates as Executive has disclosed to the Board in writing,
and consents to such service, provided that it does not materially interfere with the performance of Executive’s duties hereunder
or violate the Company’s Code of Business Conduct and Ethics. Executive shall not disclose any confidential or proprietary information
of the Company or any of its subsidiaries to FF or any of its affiliates (other than the Company and its subsidiaries), or use any such
information for the benefit of FF or any such affiliate, except as expressly permitted by the Transaction Agreement, the Transition Service
Agreement (as defined therein) or another written agreement approved by the Company in accordance with its related party transaction
policy. Executive shall comply with any information barrier or technology control plan that the Company adopts in connection with the
Transaction Agreement.
1.3
Conflict of Interest. Executive agrees to comply with the Company’s policies regarding related party transactions. In
the event of a material transaction or conflict between the Company and FF, Executive shall recuse himself from any decision-making regarding
such matter in accordance with the directives of the Audit Committee.
2.
Employment
2.1
Effective Date; At-Will Employment. This Agreement shall become effective automatically, without further action by either
party, on the Closing Date (as defined in the Transaction Agreement) (the “Effective Date”). If the Transaction Agreement
is terminated in accordance with its terms before the Closing occurs, this Agreement shall be void and of no force or effect, and the
Advisor Agreement shall continue in effect. Executive’s employment with the Company is at will and is not for any specified term,
and may be terminated by the Company or Executive at any time, subject to Executive’s right to Severance Benefits under this Agreement.
2.2
Termination for Cause, or Resignation without Good Reason, or Death. If Executive’s employment with the Company terminates
for Cause (as defined below), or Executive resigns without Good Reason, or due to Executive’s death, the Company will have no further
obligations to Executive under this Agreement or otherwise other than to pay Executive the “Accrued Amounts,” consisting
of all earned but unpaid compensation through the date of termination (including accrued unpaid vacation, salary, or bonus); benefits
owed to Executive under any benefit plan in which Executive was a participant, in accordance with applicable law and the provisions of
such plan; and reimbursement of expenses incurred on or before the termination date in accordance with this Agreement.
2.3
Termination Without Cause; Resignation with Good Reason. If the Company terminates Executive’s employment without Cause,
or Executive resigns for Good Reason, the Company will pay Executive (i) Executive’s Accrued Amounts; (ii) base salary continuation
(at the rate in effect at the time of termination) in accordance with the Company’s standard payroll practices, less applicable
withholdings, for a period of twelve (12) months following Executive’s date of termination; (iii) the immediate vesting in full
of all outstanding equity awards (approved and granted); provided, however, if vesting is otherwise based on satisfaction of performance
objectives, such objectives shall be deemed satisfied at the greater of actual performance measured as of the date of termination or
100% of target, payable within thirty (30) days following your termination of employment and (iv) if Executive elects continuation of
group health insurance coverage pursuant to COBRA, the Company’s portion of the premium costs associated with such election (consistent
with the Company’s contribution for such coverage in effect at the time of termination) for a period of twelve (12) months following
Executive’s date of termination; provided that the Company’s payment of such premium costs will terminate sooner if Executive
becomes eligible for group health insurance coverage under another employer’s plan. To be eligible for any payments provided in
clauses (ii) and (iii), above, and the benefits provided in Section 4 of Schedule 1 (together, Executive’s “Severance Benefits”),
Executive must execute, deliver and allow to become irrevocable a full and complete release of any and all claims in the form attached
hereto as Exhibit C (“Release”). The Release must be executed, and all revocation periods must have expired, within sixty
(60) days after Executive’s date of termination, failing which Executive shall have no rights to any Severance Benefits. Any payments
otherwise scheduled to be made prior to the end of such sixty (60)-day period shall be made on the Company’s first regular payroll
date following the end of such sixty (60)-day period. Each payment provided in clauses (ii) and (iii) above, including, without limitation,
each installment payment, shall be considered a separate payment, as described in Treasury Regulations Section 1.409A-2(b)(2), for purposes
of Section 409A of the Internal Revenue Code. The Company will have no further obligations to Executive under this Agreement or otherwise.
2.4
Cause. For purposes of this Agreement, “Cause” means that Executive does any of the following: (i) commits an
act of fraud, material dishonesty, self-dealing, embezzlement, misappropriation, or material breach of fiduciary duty involving the Companies;
(ii) intentionally violates a material provision of the Companies’ written policies or procedures, or any applicable state or federal
law or regulation applicable to the Company; (iii) intentionally violates a material provision of this Agreement or the Employee Invention
Assignment and Confidentiality Agreement (attached as Exhibit A); (iv) commits an act, or fails to perform an act involving the Companies
that amounts to willful misconduct or gross negligence; (v) demonstrates habitual neglect of Executive’s duties; or (vi) is convicted
of, or enters a plea of guilty or no contest to, a felony (other than traffic felonies that do not result in material bodily injury to
any other person) under state or federal law, or a misdemeanor offense involving dishonesty or moral turpitude. Termination pursuant
to clause (v) above shall constitute Cause only if the Company delivers to Executive, within thirty (30) days following the event constituting
Cause, a written notice of intended termination of Executive’s employment for Cause setting forth in reasonable detail the facts
and circumstances claimed by the Company to provide a basis for Executive’s termination for Cause, and Executive shall have a period
of thirty (30) days following receipt of such notice to cure such grounds for Cause prior to Executive’s termination for Cause
becoming effective. The Company’s purported termination of Executive’s employment for Cause shall not take effect if Executive
effects such cure within the thirty (30)-day period; provided, however, if the act committed is not subject to cure, the Company, in
its sole and absolute discretion may decide not to give Executive an opportunity to cure such grounds for Cause. Termination pursuant
to clauses (ii) through (iv) shall constitute Cause only if the Company delivers to Executive, within thirty (30) days following the
event constituting Cause, a written notice of intended termination of Executive’s employment for Cause setting forth in reasonable
detail the facts and circumstances claimed by the Company to provide a basis for Executive’s termination for Cause, and Executive
shall have a period of ten (10) days following receipt of such notice to cure such grounds for Cause prior to Executive’s termination
for Cause becoming effective. The Company’s purported termination of Executive’s employment for Cause shall not take effect
if Executive effects such cure within the ten (10) day period; provided, however, if the act committed is not subject to cure, the Company,
in its sole and absolute discretion may decide not to give Executive an opportunity to cure such grounds for Cause.
2.5
Good Reason. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following without
Executive’s prior consent: (i) a material decrease in Executive’s base salary (other than a reduction of not more than ten
percent (10%) that applies to all officers in the Company); (ii) a significant diminution of Executive’s authority, duties or responsibilities;
or (iii) a material breach of any provision of this Agreement by the Company. Executive’s resignation shall be for Good Reason
only if Executive delivers to the Company, within thirty (30) days following the event constituting Good Reason, a written notice of
intended resignation for Good Reason setting forth in reasonable detail the facts and circumstances claimed by Executive to provide a
basis for the resignation for Good Reason, and the Company shall have a period of thirty (30) days following receipt of such notice to
cure such grounds for Good Reason prior to any resignation by Executive for Good Reason becoming effective. Executive’s purported
resignation for Good Reason shall not take effect if the Company effects such cure within the thirty (30)-day cure period. If the Company
fails to effect such cure within the thirty (30)-day period, Executive may resign for Good Reason only by giving the Company written
notice of resignation for Good Reason no later than thirty (30) days following expiration of such cure period.
3.
Compensation
3.1
Base Salary & Bonus. Executive shall receive the Base Salary and be eligible to participate in the Company’s annual
bonus program with a target opportunity as set forth in Schedule 1. Payment of any bonus shall be subject to the discretion of the Compensation
Committee of the Board (the “Committee”) based on its assessment of Company and individual performance. For the fiscal year
in which the Effective Date occurs, the Committee shall determine Executive’s bonus taking into account his service as Chief Advisor
before the Effective Date, without duplication of any performance-based variable advisory fee paid under the Advisor Agreement for the
same period.
3.2
Benefits. Executive will be eligible to participate in regular health insurance and other employee benefit plans established
by the Company for its employees from time to time, subject to the terms and conditions of such plans. Executive’s participation
in such plans shall be on the same terms as other similarly situated executives of the Company. The Company reserves the right to change
or otherwise modify, in its sole discretion, any and all of its employee benefit plans and programs and the terms and conditions of Executive’s
participation in them. Additionally, Executive shall be entitled to reimbursement for all reasonable and necessary out-of-pocket business,
entertainment and travel expenses incurred by Executive in connection with the performance of Executive’s duties hereunder in accordance
with the Company’s expense reimbursement policies and procedures.
3.3
Equity Compensation. Executive will be eligible to participate in the Company’s Equity Incentive Plan (the “Plan”)
and receive equity awards as set forth in Schedule 1. All equity awards shall be subject to the terms of the Plan and the applicable
award agreements, and the timing and form of such grants shall be determined by the Committee in its sole discretion.
3.4
Engagement Fee. The Company acknowledges that it has paid Executive in full the one-time engagement fee of $300,000 provided
in Section 2 of the Advisor Agreement (the “Engagement Fee”). The Engagement Fee is fully earned and is not subject to repayment.
3.5
Transition from Advisor Agreement. Effective immediately before the Effective Date, the Advisor Agreement shall be terminated
and superseded by this Agreement, except as follows: (a) the Company shall pay Executive the fixed advisory fee under Section 2 of the
Advisor Agreement accrued and unpaid through the day before the Effective Date, on the Company’s next regular payment date for
such fees; (b) the termination of the Advisor Agreement under this Section 3.5 is a termination by mutual agreement in connection with
Executive’s employment by the Company and shall not constitute a voluntary termination by Executive or a termination by the Company
for Cause under Section 6 of the Advisor Agreement, and does not give rise to any obligation to repay any portion of the Engagement Fee;
(c) Sections 3 (Ownership) and 4 (Proprietary Information) of the Advisor Agreement shall continue to apply to Inventions and Proprietary
Information (each as defined in the Advisor Agreement) arising before the Effective Date, and Section 5 (Solicitation) of the Advisor
Agreement is terminated; and (d) any equity award granted to Executive under the Advisor Agreement shall remain outstanding and continue
to vest in accordance with the Plan and the applicable award agreement, and Executive’s change in status from advisor to employee
on the Effective Date shall not constitute an interruption or termination of Executive’s continuous service for purposes of the
Plan or any such award.
3.6
Deferral of Compensation Adjustments.
(a)
Executive has voluntarily elected, and the Company has accepted, to defer any adjustment to Executive’s compensation until the
Unit Sales Milestone has been achieved. Until the Board or the Committee approves new compensation for Executive following achievement
of the Unit Sales Milestone, Executive’s compensation shall remain as set forth in Schedule 1.
(b)
Following achievement of the Unit Sales Milestone, the Committee shall review Executive’s compensation and may recommend or approve
new compensation for Executive in its discretion. Nothing in this Section 3.6 obligates the Company to increase Executive’s compensation.
(c)
If new compensation approved under Section 3.6(b) includes an award of time-based restricted stock units, the vesting commencement date
of that award shall be the Effective Date, so that vesting reflects Executive’s service from the Effective Date. The grant date
of any such award shall be the date on which it is approved in accordance with the Plan, and nothing in this Section 3.6 provides for
the grant of any award as of an earlier date. Any increase in cash compensation approved under Section 3.6(b) shall apply prospectively
only, from the date specified in the approval, and no increase in cash compensation shall be paid for any period before that date.
(d)
For purposes of this Agreement, “Unit Sales Milestone” means the Company’s sale and delivery, on a cumulative basis
from the Effective Date, of 2,000 robotics units of the Company and its subsidiaries, as certified by the Committee on the basis of the
Company’s books and records.
(e)
The deferral provided in this Section 3.6 is made with Executive’s prior written consent and shall not constitute Good Reason or
a breach of this Agreement by the Company.
4.
Confidentiality
Executive
will have access to certain confidential information of the Company and its subsidiaries (the “Companies,” which term does
not include FF or any of its subsidiaries or affiliates other than the Company and its subsidiaries (collectively, the “FF Group”))
and Executive may, during the course of Executive’s employment, develop certain information or inventions that will be the property
of the Companies. To protect the interests of the Companies, Executive is required to sign the Company’s Employee Invention Assignment
and Confidentiality Agreement (attached as Exhibit A) and complete the Prior Work Product Disclosure attached as Exhibit B, both as a
condition of Executive’s employment. We wish to impress upon Executive that we do not want Executive to, and we hereby direct Executive
not to, bring with Executive any confidential or proprietary material of any former employer or other third party (including any member
of the FF Group) or to violate any other obligations Executive may have to any such person. During the period that Executive renders
services to the Company, Executive agrees not to engage in any employment, business, or activity that is in any way competitive with
the business or proposed business of the Companies. Executive will disclose to the Company in writing any other gainful employment, business,
or activity that Executive is currently associated with or participates in that competes with the Companies. During the term of Executive’s
employment, Executive will not assist any other person or organization in competing with the Companies. Executive’s services to
the FF Group disclosed to the Board in accordance with Section 1.2 shall not breach this Section 4 or Section 7.3. Executive represents
that Executive’s signing of (i) this Agreement, (ii) the Employee Invention Assignment and Confidentiality Agreement attached as
Exhibit A and the Prior Work Product Disclosure attached as Exhibit B, and (iii) Executive’s commencement of employment with the
Company, will not violate any agreement currently in place between Executive and current or past employers.
5.
Termination and Severance
5.1
Severance Benefits. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason,
then subject to Executive’s execution and non-revocation of the Release as provided in Section 2.3, Executive shall receive the
severance benefits set forth in Schedule 1.
5.2
Section 409A. The parties intend that payments under this Agreement comply with, or be exempt from, Section 409A of the Internal
Revenue Code and the regulations thereunder (“Section 409A”), and this Agreement shall be interpreted accordingly. Any payment
that constitutes deferred compensation under Section 409A and is payable upon a termination of employment shall be paid only upon a “separation
from service” within the meaning of Section 409A. If Executive is a “specified employee” within the meaning of Section
409A on the date of his separation from service, any such payment that would otherwise be paid within six (6) months after the separation
from service shall instead be paid on the first business day after the end of that six-month period (or, if earlier, upon Executive’s
death), to the extent required to avoid additional tax under Section 409A. If the period during which Executive may consider, execute
and revoke the Release begins in one calendar year and ends in the next, any Severance Benefits that constitute deferred compensation
under Section 409A shall be paid in the second calendar year. Any reimbursement or in-kind benefit shall be provided in accordance with
Treasury Regulations Section 1.409A-3(i)(1)(iv).
5.3
Single Set of Severance Benefits. Section 2.3 and Section 4 of Schedule 1 together describe a single set of Severance Benefits,
which are not cumulative or duplicative. Upon a termination by the Company without Cause or a resignation by Executive for Good Reason,
Executive shall receive (i) base salary continuation and COBRA premium payments as provided in Section 2.3, which shall be the only base
salary continuation payable, and (ii) the bonus component and equity acceleration provided in Section 4 of Schedule 1, in each case subject
to the Release as provided in Section 2.3. The last sentence of Section 2.3 does not limit the benefits provided in Section 4 of Schedule
1.
5.4
Resignation from Positions. Upon the termination of Executive’s employment for any reason, Executive shall be deemed
to have resigned, effective on the termination date, from all officer positions with the Company and its subsidiaries and, if requested
by the Board, from all director positions with the Company and its subsidiaries, and Executive shall execute any document reasonably
requested to confirm those resignations. Executive’s receipt of the Severance Benefits is conditioned on Executive’s compliance
with this Section 5.4 and with the return of property provisions of Exhibit A.
6.
Regulatory and Compliance
6.1
Clawback. Executive acknowledges that any incentive-based compensation paid to Executive shall be subject to recovery by the
Company under any compensation recovery policy adopted by the Company to the extent required by applicable law (including the Dodd-Frank
Act) or Nasdaq listing standards.
6.2
Indemnification. The Company shall indemnify Executive to the fullest extent permitted by the Company’s Bylaws and Delaware
law, and shall enter into its standard form of indemnification agreement with Executive.
7.
Miscellaneous
7.1
Governing Law. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the
State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different
state. Executive expressly consents to personal jurisdiction and venue in the state and federal courts for the county in which the Company’s
principal place of business is located for any lawsuit filed there against Executive by the Company arising from or related to this Agreement.
7.2
Arbitration. Executive and the Company agree that any proceeding arising out of or relating to this Agreement or its exhibits
shall be finally resolved by arbitration in accordance with the Mutual Agreement to Arbitrate Claims attached hereto as Exhibit D.
7.3
Full-Time Employee. Subject to Section 1.2, since Executive is a full-time employee, during the term of Executive’s
employment Executive agrees to devote Executive’s best efforts to the interests of the Companies and (i) not to engage in any employment
or business activity that competes with or otherwise has a material adverse effect on the Companies’ business or Executive’s
ability to perform Executive’s services hereunder or (ii) not to engage intentionally in any other outside activity that has a
material adverse effect on Executive’s ability to perform Executive’s services hereunder.
7.4
Entire Agreement; Applicable Law. This Agreement and the Exhibits hereto (including the Employee Invention Assignment and
Confidentiality Agreement and Prior Work Product Disclosure attached as Exhibits A and B, along with the Mutual Agreement to Arbitrate
Claims attached as Exhibit D), constitute the entire agreement between Executive and the Company with respect to the subject matter hereof
and supersede all prior offers, negotiations and agreements, if any, whether written or oral, relating to such subject matter, including
the Advisor Agreement (except as provided in Section 3.5). Executive acknowledges that neither the Companies nor their agents have made
any promise, representation, or warranty whatsoever, either express or implied, written or oral, which is not contained in this Agreement
for the purpose of inducing Executive to countersign this Agreement, and Executive acknowledges that Executive has countersigned this
Agreement in reliance only upon the promises, representations, and warranties herein. Except to the extent governed by federal law, this
Agreement will be construed and enforced according to the laws of the State of California, other than the choice of law provisions thereof.
7.5
Taxes. The Company shall withhold taxes and other amounts from payments it makes pursuant to this Agreement as it reasonably
determines.
7.6
Validity/Severability. The invalidity or unenforceability of any provision of this Agreement (or any exhibits hereto) shall
not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. If any
provision of this Agreement is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable
in any respect, such provision will be enforced to the maximum extent possible given our intent hereto.
7.7
Notices. Notices under this Agreement shall be in writing and delivered as provided in Exhibit A, to the Company at 1990 E
Grand Ave., El Segundo, California 90245, Attention: General Counsel, and to Executive at the address on the signature page, or to such
other address as a party designates by notice.
8.
Acceptance. If Executive agrees to the terms of this Agreement, please countersign the enclosed copy of this Agreement in
the space indicated, as well as the Employee Invention Assignment and Confidentiality Agreement attached as Exhibit A, the Prior Work
Product Disclosure attached as Exhibit B, and the Mutual Agreement to Arbitrate Claims attached as Exhibit D. Executive’s signatures
will acknowledge that Executive has read and understood and agreed to the terms and conditions of this Agreement and the attached documents.
[Signature
page follows]
IN
WITNESS WHEREOF, the parties have executed this Employment Agreement as of the date first written above.
Company
FF EAI Robotics Ecosystem
Inc.
By: /s/
Chad Chen
Name: Chad
Chen
Title: Chair
of Compensation Committee, Board of Directors
Executive
/s/
Yueting Jia
Yueting (YT) Jia
Date: October
22, 2026
Address: 7 Marguerite
Drive, Rancho Palos Verdes, California 90275
Schedule
1
Executive
Compensation Schedule
1.
Cash Compensation (Base Salary & Bonus)
Base
Salary: $500,000 (annualized).
Target
Annual Bonus: $500,000 (100% of Base Salary).
2.
Equity Compensation
Executive
shall be eligible to receive annual equity awards under the Plan, subject to approval and formal grant by the Board or the Committee,
on the following terms:
Annual
Grant Value (Target): Restricted Stock Units (RSUs), $1,500,000 per year; Performance Stock Units (PSUs), $1,500,000 per year. The number
of units subject to each award shall be determined by the Committee at the time of grant.
RSUs
(Time-Based): Shall vest in forty-eight (48) successive equal monthly installments measured from the applicable vesting commencement
date, subject to Executive’s continued service.
PSUs
(Performance-Based): Shall vest in thirty-six (36) successive equal monthly installments measured from the applicable vesting commencement
date, subject to achievement of performance goals established by the Committee and certified by the Committee, and to Executive’s
continued service.
Vesting
Commencement Date: October 2, 2025 for the awards relating to the first annual period of Executive’s service, and the corresponding
anniversary of October 2, 2025 for each later annual period.
3.
One-Time Provisions
Engagement
Fee: $300,000.The Executive shall continue to perform his duties in accordance with the service schedule set forth in the original Advisory
Agreement (Section 3.4 of the Agreement), with the commencement date remaining unchanged.
4.
Severance Benefits
In
the event of a termination without Cause or resignation for Good Reason:
Cash
Severance: (a) Salary and COBRA Component: as provided in Section 2.3 of the Agreement. (b) Bonus Component: a lump sum payment equal
to 100% of Executive’s Target Annual Bonus for the year of termination, paid on the Company’s first regular payroll date
after the Release becomes effective and irrevocable.
Equity
Acceleration: (a) Standard Termination: the immediate vesting in full of all outstanding equity awards (approved and granted); provided,
however, if vesting is otherwise based on satisfaction of performance objectives, such objectives shall be deemed satisfied at the greater
of actual performance measured as of the date of termination or 100% of target, payable within thirty (30) days following your termination
of employment. (b) Change in Control Termination: the immediate vesting in full of all outstanding equity awards (approved and granted);
provided, however, if vesting is otherwise based on satisfaction of performance objectives, such objectives shall be deemed satisfied
at the greater of actual performance measured as of the date of termination or 100% of target, payable within thirty (30) days following
your termination of employment.
Exhibit
A
Employee
Invention Assignment and Confidentiality Agreement
In
consideration of Employee’s employment or continued employment by FF EAI Robotics Ecosystem Inc., a Delaware corporation (the “Company”),
and the compensation paid to Employee now and during Employee’s employment with the Company, the undersigned employee (“Employee”)
agrees to the terms of this Employee Invention Assignment and Confidentiality Agreement (this “Agreement”) as follows:
Confidential
Information Protections
Nondisclosure;
Recognition of the Company’s Rights. At all times during and after Employee’s employment, Employee will hold in confidence
and will not disclose, use, lecture upon, copy, reverse-engineer, distribute, misappropriate, or publish any of the Company’s or
any of its subsidiaries’ (collectively, the “Companies,” which term does not include Faraday Future Intelligent Electric
Inc. or any of its subsidiaries or affiliates other than the Company and its subsidiaries (collectively, the “FF Group”))
Confidential Information (defined below), except as may be required in connection with Employee’s work for the Companies, or as
expressly authorized in writing by the Board of Directors of the Company or its authorized designee. Employee will obtain the Board of
Directors’ written approval before publishing or submitting for publication any material (written, oral, or otherwise) that relates
to Employee’s work at the Companies and/or incorporates any Confidential Information.
Confidential
Information. The term “Confidential Information” shall mean any and all confidential knowledge, data or information related
to the Companies’ businesses, products or service specifications or roadmaps, employees, marketing results or strategies, financial
results, contracts, prices, suppliers, customers or actual or demonstrably anticipated research or development, including without limitation
(a) trade secrets; (b) proprietary information that does not rise to the level of a statutorily protectable trade secret that is made
the property of the Companies through positive operation of law in the form of this mutual agreement of the parties; and (c) information
that is otherwise legally protectable. If Employee is uncertain as to whether any particular information or material constitutes Confidential
Information, Employee shall seek written clarification from the Board of Directors of the Company, or if Employee is no longer employed
by the Company, from an officer of the Company.
Third
Party Information. Employee understands that the Companies have received and in the future will receive from third parties (including
members of the FF Group) confidential or proprietary information (“Third Party Information”) subject to a duty on the Companies’
part to maintain the confidentiality of such information and to use it only for certain limited purposes. During and after Employee’s
employment, Employee will hold Third Party Information in strict confidence and will not disclose to anyone (other than personnel of
the Companies who need to know such information in connection with their work for the Companies) or use, Third Party Information, except
in connection with Employee’s work for the Company or unless expressly authorized by an officer of the Company in writing.
No
Improper Use of Information of Prior Employers and Others. Employee represents that Employee’s employment by the Company does
not and will not breach any agreement with any former employer or other third party (including any member of the FF Group), including
any noncompete agreement or any agreement to keep in confidence or refrain from using information acquired by Employee prior to Employee’s
employment by the Company. Employee further represents that Employee has not entered into, and will not enter into, any agreement, either
written or oral, in conflict with Employee’s obligations under this Agreement. During Employee’s employment by the Company,
Employee will not improperly make use of, or disclose, any information or trade secrets of any former employer or other third party,
nor will Employee bring onto the premises of the Companies or use any unpublished documents or any property belonging to any former employer
or other third party, in violation of any lawful agreements with that former employer or third party. Employee will use in the performance
of Employee’s duties only information that is generally known and used by persons with training and experience comparable to Employee’s
own, is common knowledge in the industry or otherwise legally in the public domain, or is otherwise provided or developed by the Companies.
Work
Product
Definitions.
As used in this Agreement, the term “Work Product” means any ideas, concepts, information, materials, processes, data, programs,
know-how, improvements, discoveries, developments, designs, artwork, formulae, other copyrightable works, and techniques and all Intellectual
Property Rights in any of the items listed above. The term “Intellectual Property Rights” means all trade secrets, copyrights,
trademarks, mask work rights, patents and other intellectual property rights recognized by the laws of any jurisdiction or country. The
term “Moral Rights” means all paternity, integrity, disclosure, withdrawal, special and any other similar rights recognized
by the laws of any jurisdiction or country.
Prior
Work Product. Employee has disclosed on Exhibit B a complete list of all Work Product (a) that Employee has, or Employee has caused
to be, alone or jointly with others, conceived, developed, or reduced to practice prior to the commencement of Employee’s employment
by the Company; (b) in which Employee has an ownership interest or which Employee has a license to use; and (c) that Employee wishes
to have excluded from the scope of this Agreement (collectively referred to as “Prior Work Product”). If no Prior Work Product
is listed in Exhibit B, Employee warrants that there is no Prior Work Product. Employee agrees that Employee will not incorporate, or
permit to be incorporated, Prior Work Product in any Company Work Product (defined below) without the Company’s prior written consent.
If, in the course of Employee’s employment with the Company, Employee incorporates Prior Work Product into a process, machine,
or other work of the Companies, Employee hereby grants the Company a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable
and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute,
publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import,
offer for sale, and exercise any and all present or future rights in, such Prior Work Product.
Assignment
of Company Work Product. Work Product assigned to the Companies is referred to in this Agreement as “Company Work Product.”
Except for (a) Work Product that Employee can prove qualifies fully under the provisions of California Labor Code section 2870 and Employee
has set forth in Exhibit B, and (b) Work Product that Employee develops solely in the course of performing services for the FF Group
and that does not relate to the business, or the actual or demonstrably anticipated research or development, of the Companies, Employee
hereby assigns and agrees to assign in the future (when any such Work Product or Intellectual Property Rights are first reduced to practice
or first fixed in a tangible medium, as applicable) to the Company all Employee’s right, title, and interest in and to any and
all Work Product (and all Intellectual Property Rights with respect thereto) made, conceived, reduced to practice, or learned by Employee,
either alone or with others, during the period of Employee’s employment by the Company. Any assignment of Work Product (and all
Intellectual Property Rights with respect thereto) hereunder includes an assignment of all Moral Rights. To the extent such Moral Rights
cannot be assigned to the Company and to the extent the following is allowed by the laws in any country where Moral Rights exist, Employee
hereby unconditionally and irrevocably waives the enforcement of such Moral Rights, and all claims and causes of action of any kind against
the Companies or related to the Companies’ customers, with respect to such rights. Employee further acknowledges and agrees that
neither Employee’s successors-in-interest nor legal heirs retain any Moral Rights in any Work Product (and any Intellectual Property
Rights with respect thereto).
California
Labor Code Section 2870 provides:
“(a)
Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his rights in an invention
to his employer shall not apply to an invention that the employee developed entirely on his own time without using the employer’s
equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) Relate at the time of conception
or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development
of the employer; or (2) Result from any work performed by the employee for the employer. (b) To the extent a provision in an employment
agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision
(a), the provision is against the public policy of this state and is unenforceable.”
Employee
acknowledges that nothing in this Agreement is intended to expand the scope of protection provided to Employee by Sections 2870 through
2872 of the California Labor Code.
Enforcement
of Intellectual Property Rights and Assistance. During and after the period of Employee’s employment and at the Company’s
request and expense, Employee will assist the Companies in every proper way, including consenting to and joining in any action, to obtain
and enforce United States and foreign Intellectual Property Rights and Moral Rights relating to the Company Work Product in all countries.
If the Company is unable to secure Employee’s signature on any document needed in connection with such purposes, Employee hereby
irrevocably designates and appoints the Company and its duly authorized officers and agents as Employee’s agent and attorney in
fact, which appointment is coupled with an interest, to act on Employee’s behalf to execute and file any such documents and to
do all other lawfully permitted acts to further such purposes with the same legal force and effect as if executed by Employee.
Records
Employee
agrees to keep and maintain adequate and current records (in the form of notes, sketches, drawings and in any other form that is required
by the Company) of all Work Product made by Employee during the period of Employee’s employment by the Company, which records shall
be available to, and remain the sole property of, the Company at all times.
Return
of Company Property
Upon
termination of Employee’s employment or upon the Company’s request at any other time, Employee will deliver to the Company
all of the Companies’ property, equipment, and documents, together with all copies thereof, and any other material containing or
disclosing any Work Product, Third Party Information or Confidential Information and certify in writing that Employee has fully complied
with the foregoing obligation. Employee agrees that Employee will not copy, delete, or alter any information contained upon Employee’s
Company computer or the Company equipment before Employee returns it to the Company. In addition, if Employee has used any personal computer,
server, or e-mail system to receive, store, review, prepare or transmit any information of the Companies, including but not limited to,
Confidential Information, Employee agrees to provide the Company with a computer-useable copy of all such Confidential Information and
then permanently delete and expunge such Confidential Information from those systems; and Employee agrees to provide the Company access
to Employee’s system as reasonably requested to verify that the necessary copying and/or deletion is completed. Employee further
agrees that any property situated on the Companies’ premises and owned by the Companies is subject to inspection by the Companies’
personnel at any time with or without notice. Prior to the termination of Employee’s employment or promptly after termination of
Employee’s employment, Employee will cooperate with the Companies in attending an exit interview and certify in writing that Employee
has complied with the requirements of this section.
Notification
of New Employer
If
Employee leaves the employ of the Company, Employee consents to the notification of Employee’s new employer of Employee’s
rights and obligations under this Agreement, by the Company providing a copy of this Agreement or otherwise.
General
Provisions
Governing
Law and Venue. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State
of California, without giving effect to any conflicts of laws principles that require the application of the law of a different state.
Employee expressly consents to personal jurisdiction and venue in the state and federal courts for the county in which the Company’s
principal place of business is located for any lawsuit filed there against Employee by the Company arising from or related to this Agreement.
Severability.
If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will
remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum
extent permitted by law. If such clause or provision cannot be enforced, such clause or provision shall be stricken from this Agreement,
and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent
not enforceable) never been contained in this Agreement.
Survival.
This Agreement shall survive the termination of Employee’s employment and the assignment of this Agreement by the Company to any
successor or other assignee and shall be binding upon Employee’s heirs and legal representatives.
Employment.
Employee agrees and understands that nothing in this Agreement shall give Employee any right to continued employment by the Company.
Employee agrees and understands that Employee’s employment with the Company is “at-will” and may be terminated at any
time by either Employee or the Company, with or without cause and with or without advance notice.
Notices.
Each party must deliver all notices or other communications required or permitted under this Agreement in writing to the other party
at the address listed on the signature page, by courier, by certified or registered mail (postage prepaid and return receipt requested),
or by a nationally-recognized express mail service. Notice will be effective upon receipt or refusal of delivery. If delivered by certified
or registered mail, notice will be considered to have been given five business days after it was mailed, as evidenced by the postmark.
If delivered by courier or express mail service, notice will be considered to have been given on the delivery date reflected by the courier
or express mail service receipt. Each party may change its address for receipt of notice by giving notice of the change to the other
party.
Injunctive
Relief. Employee acknowledges that, because Employee’s services are personal and unique and because Employee will have access
to the Confidential Information of the Companies, any breach of this Agreement by Employee would cause irreparable injury to the Companies
for which monetary damages would not be an adequate remedy and, therefore, will entitle the Companies to injunctive relief (including
specific performance) without any requirement to post a bond or prove the inadequacy of monetary damages. The rights and remedies provided
to each party in this Agreement are cumulative and in addition to any other rights and remedies available to such party at law or in
equity.
DTSA
Notification. Notwithstanding Employee’s confidentiality obligations set forth in this Agreement, Employee understands that,
pursuant to the Defend Trade Secrets Act of 2016, Employee will not be held criminally or civilly liable under any Federal or State trade
secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a Federal, State, or local government official,
either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation
of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Employee
understands that in the event it is determined that disclosure of trade secrets was not done in good faith for the reasons described
above, Employee will be subject to substantial damages, including punitive damages and attorneys’ fees.
Waiver.
Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of that provision or any
other provision on any other occasion.
Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken
together and deemed to be one instrument.
Entire
Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof
and supersedes and merges all prior communications between the parties with respect to such matters. No modification of or amendment
to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by Employee and the
Board of Directors of the Company or its authorized designee. Any subsequent change or changes in Employee’s duties, salary, or
compensation will not affect the validity or scope of this Agreement.
This
Agreement shall be effective as of the first day of Employee’s employment with the Company.
Company
By: /s/
Jay Sheng
Name: Jie
(Jay) Sheng
Title: President
and Chief Financial Officer
Address: 1990
E. Grand Ave., El Segundo, CA 90245
Attention: General Counsel
Employee
I
have read, understand, and accept this Agreement and have been given the opportunity to review it with independent legal counsel.
/s/
Yueting Jia
Yueting (YT) Jia
Date: October
22, 2026
Address: 7 Marguerite Drive, Rancho Palos Verdes, California 90275
Exhibit
B
Prior
Work Product Disclosure
The
following is a complete list of all Prior Work Product (as defined in the attached Employee Invention Assignment and Confidentiality
Agreement):
____
None
____
See immediately below:
Employee:
/s/
Yueting Jia
Yueting (YT) Jia
Date: October 22, 2026
Exhibit
C
Form
of Termination and Release Agreement
This
General Release of Claims (this “Agreement”) is dated as of _______________, by and between Yueting (YT) Jia (“Executive”)
and FF EAI Robotics Ecosystem Inc. (the “Company”).
1.
Release of Claims. In consideration for the Severance Benefits provided in the Employment Agreement to which this Exhibit C is
attached, Executive, on behalf of himself and his heirs, executors, administrators, and assigns, hereby generally and completely releases
and forever discharges the Company and its parents, subsidiaries, affiliates, successors, and assigns, and their respective directors,
officers, employees, agents, and shareholders (collectively, the “Released Parties”), of and from any and all claims, liabilities,
and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring
prior to or on the date Executive signs this Agreement (collectively, the “Released Claims”).
2.
Scope of Release. The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to
Executive’s employment or engagement with the Company, or the termination of that employment or engagement; (b) all claims related
to Executive’s compensation or benefits, including salary, bonuses, advisory fees, commissions, vacation pay, expense reimbursements,
severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (c) all claims for breach of contract,
wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud,
defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims,
including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil
Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act
of 1967 (the “ADEA”), the California Fair Employment and Housing Act, and the California Labor Code (to the extent such claims
may be released by law).
3.
Excluded Claims. Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”):
(a) any rights or claims for indemnification Executive may have pursuant to any written indemnification agreement with the Company to
which he is a party, the Company’s Bylaws, or applicable law; (b) any rights which cannot be waived as a matter of law; (c) any
claims for breach of the Employment Agreement or this Agreement; and (d) Executive’s right to file a charge with or participate
in an investigation conducted by the Equal Employment Opportunity Commission, the Securities and Exchange Commission, or any other federal,
state, or local government agency, provided that Executive hereby waives any right to recover monetary damages in any private lawsuit
or administrative proceeding against the Released Parties.
4.
ADEA Waiver. Executive acknowledges that he is knowingly and voluntarily waiving and releasing any rights he may have under the
ADEA. Executive acknowledges that the consideration given for this waiver and release is in addition to anything of value to which Executive
was already entitled. Executive further acknowledges that he has been advised by this writing that: (a) he should consult with an attorney
prior to executing this Agreement; (b) he has twenty-one (21) days within which to consider this Agreement; (c) he has seven (7) days
following his execution of this Agreement to revoke this Agreement; and (d) this Agreement shall not be effective until the revocation
period has expired.
5.
Section 1542 Waiver. Executive acknowledges that there is a risk that after signing this Agreement, he may discover losses or
claims that are unknown to him at present. Executive assumes this risk and explicitly waives all rights under California Civil Code Section
1542, which provides:
“A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR
AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR OR RELEASED PARTY.”
6.
No Admission of Liability. Executive understands and acknowledges that this Agreement constitutes a compromise and settlement
of any and all actual or potential disputed claims. No action taken by the Company, either previously or in connection with this Agreement,
shall be deemed or construed to be (a) an admission of the truth or falsity of any actual or potential claims or (b) an acknowledgment
or admission by the Company of any fault or liability whatsoever to Executive or to any third party.
7.
Voluntary Execution. Executive hereby certifies that he has read this Agreement, that he has been duly advised by his legal counsel
regarding the effect of this Agreement, and that he executes this Agreement knowingly and voluntarily.
IN
WITNESS WHEREOF, the parties have executed this Agreement on the dates set forth below.
Executive
Yueting (YT) Jia
Date:
Company
FF EAI Robotics
Ecosystem Inc.
By:
Title:
Date:
Exhibit
D
Mutual
Agreement to Arbitrate Claims
I
recognize that differences may arise between FF EAI Robotics Ecosystem Inc. and/or any of its subsidiaries (collectively and individually
referred to as the “Company”) and me during or following my employment with the Company. I understand that, by signing this
Mutual Agreement to Arbitrate Claims (the “Agreement”), both the Company and I are agreeing to resolve any differences between
us through the arbitration procedures explained below. I understand that if I am not currently employed by the Company, my employment
is consideration for my acceptance of this Agreement. I understand that if I am currently employed by the Company, my continued employment
with the Company is consideration for my acceptance of this Agreement. In addition, the promises by the Company and by me to arbitrate
claims, rather than litigate them before courts or other bodies, provide consideration for each other.
1.
Claims Covered by this Agreement. To the maximum extent allowed by law, the Company and I mutually consent to the resolution by
arbitration of all claims or causes of action, except as provided in Paragraph 2 below, that the Company may have against me or that
I may have against the Company or the Company’s agents, owners, shareholders, current and former officers and directors, current
and former employees, parent, subsidiary and affiliated entities, all benefit plans, the benefit plans’ sponsors, fiduciaries,
administrators, affiliates, and all successors and assigns of any of them. The claims covered by this Agreement include, but are not
limited to: claims for breach of any contract or covenant; tort claims; disputes with respect to compensation, wages and benefits; claims
for discrimination or harassment (including, but not limited to, race, sex, religion, national origin, ancestry, age, marital status,
military or veteran’s status, medical condition, genetic information, gender identity, pregnancy, disability or sexual orientation);
claims for retaliation; claims for violation of public policy; and claims for violation of any federal, state, or other law, statute,
regulation or ordinance including, but not limited to, all claims arising under Title VII of the Civil Rights Act of 1964, as amended,
the Age Discrimination in Employment Act of 1967, the Equal Pay Act, the Americans with Disabilities Act, the California Fair Employment
& Housing Act, the Family and Medical Leave Act, the California Family Rights Act, the California Labor Code, the Fair Labor Standards
Act, and all similar federal and state statutes or local ordinances.
2.
Claims Not Covered by this Agreement. Any claims I may have for workers’ compensation, state disability insurance benefits,
unemployment compensation benefits, provisional remedies under California Code of Civil Procedure §1281.8(b), or claims which may
not, as a matter of law, be subject to mandatory arbitration provisions are not covered by this Agreement. In addition, I understand
that I may bring issues to the attention of federal, state or local government agencies which, if the law allows, can seek relief against
the Company on my behalf. Also, this Agreement shall not prohibit the Company or me from filing a claim against the other with any federal,
state or local government agency. Such administrative agencies include, without limitation, the Equal Employment Opportunity Commission,
the U.S. Department of Labor, the National Labor Relations Board, the Securities and Exchange Commission, or the Department of Justice.
Nothing in this Agreement shall be deemed to preclude or excuse a Party from bringing an administrative claim before any agency in order
to fulfill the Party’s obligation to exhaust administrative remedies before making a claim in arbitration.
3.
Waiver of Right to Jury Trial. I understand that, by signing this Agreement, both the Company and I are giving up any right we
may have to a jury trial with respect to all claims we may have against each other, as described in Paragraph 1 above.
4.
Waiver of Right to Class, Representative and Collective Actions. I understand that, by signing this Agreement, both the Company
and I are giving up any right we may have to participate in a class, representative or collective action or proceeding to the extent
permitted by applicable law (“Class Action Waiver”). Accordingly, the Company and I may only bring claims against each other
in our individual capacities, and neither of us may bring claims against the other as a plaintiff or a member in any purported class,
representative or collective action or proceeding, including any private attorney general action, unless applicable law holds to the
contrary. Furthermore, unless the Company and I agree in writing otherwise, the arbitrator may not consolidate more than one person’s
claims, and may not otherwise preside over any form of a class, representative, or collective action or proceeding. Notwithstanding any
other provision of this Agreement or the applicable arbitration rules, disputes regarding the validity, enforceability or breach of this
Class Action Waiver may only be resolved by a civil court of competent jurisdiction and not by an arbitrator. In any case in which (i)
the dispute is filed as a class, collective, representative or private attorney general action and (ii) a civil court of competent jurisdiction
finds all or part of the Class Action Waiver unenforceable, the class, collective, representative and/or private attorney general action
to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable
shall be enforced in arbitration. I understand that I will not be retaliated against, disciplined or threatened with discipline as a
result of my exercising my rights under Section 7 of the National Labor Relations Act by the filing of or participation in a class, collective
or representative action in any forum. However, the Company may lawfully seek enforcement of this Agreement and the Class Action Waiver
under the Federal Arbitration Act and seek dismissal of such class, collective or representative actions or claims. The Class Action
Waiver shall be severable in any case in which the dispute is filed as an individual action and severance is necessary to ensure that
the individual action proceeds in arbitration.
5.
Federal Arbitration Act Governs. This Agreement to arbitrate is subject to and governed by the Federal Arbitration Act, 9 U.S.C.
§1 et seq. (“FAA”). This means that the FAA governs, among other things, the interpretation and enforcement of this
Agreement and all of its provisions, including, without limitation, the enforceability of the class action waiver in Paragraph 4 above.
State arbitration laws do not apply or govern this Agreement in any respect unless specifically referenced herein.
6.
Required Notice of All Claims. The Company and I agree that if a dispute arises, the party who wants to pursue the dispute must
give written notice of any claim to the other party. Written notice to the Company or its officers, employees or agents, shall be sent
to the Company’s Board of Directors. I will be given notice at the last address recorded in my personnel file (unless I send written
notice to the Company notifying it of the need to use a different address). The written notice must describe the nature of all claims
asserted and must detail the facts upon which the claims are based. The written notice must be sent to the other party by federal express
(or another similar overnight mail service provider) or by certified or registered mail, return receipt requested.
7.
Arbitration Procedures. (a) The Company and I agree that, except as provided in this Agreement, any arbitration shall be held
in accordance with and under the auspices and rules of the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) for
the resolution of employment disputes. A copy of the JAMS Employment Arbitration Rules and Procedures may be found on JAMS’ website
at: http://www.jamsadr.com/rules-employment-arbitration. The parties may also mutually agree upon another dispute resolution service,
if desired. (b) The arbitration shall take place in Los Angeles County, California unless the parties mutually agree to conduct the arbitration
in a different location. The arbitrator shall be neutral, will have experience in arbitrating employment disputes and will be selected
by the mutual agreement of the parties. If the parties cannot agree on a neutral arbitrator, I first, and then the Company, will alternately
strike names from a list of arbitrators provided by JAMS until only one name remains. (c) The arbitrator shall have exclusive authority
to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Agreement including, but not
limited to, any claim that all or any part of this Agreement is void or voidable. The arbitrator may not consolidate more than one person’s
claim, and may not otherwise preside over any form of a representative, collective or class proceeding. (d) The arbitrator shall have
the authority to grant any party all remedies otherwise available by law, including injunctions, but the arbitrator shall not have the
power to grant any remedy that would not be available in state or federal court. The arbitrator will have the authority to hear and rule
on dispositive motions (such as motions for summary adjudication or summary judgment). The arbitrator shall apply the applicable statute
of limitations to any claim, taking into account compliance with the notice requirements set forth in Paragraph 6 above. The arbitration
shall provide for written discovery and depositions as provided in the Federal Rules of Civil Procedure, keeping in mind the goal of
achieving a prompt, efficient and affordable process, and for a written decision by the arbitrator that includes the essential findings
and conclusions upon which the decision is based. The arbitrator’s decision must be issued no later than thirty (30) days after
a dispositive motion is heard and/or an arbitration hearing has been completed. The arbitrator’s decision regarding the claims
shall be final and binding upon the parties and shall be enforceable in any court having jurisdiction thereof; and (e) Upon either party’s
request, the arbitrator will issue an order requiring that confidential information of either party disclosed during the arbitration
(whether in documents or orally) may not be used or disclosed except in connection with the arbitration or a proceeding to enforce the
arbitration award, and that any permitted filing of confidential information in a court to enforce the arbitration award must be done
under seal. Further, upon either party’s request, the arbitrator will issue an order requiring that confidential information of
either party disclosed during the arbitration will be returned to the party to whom the confidential information belongs at the close
of the arbitration proceedings (including any enforcement action).
8.
Arbitration Fees and Costs. I will be required to pay an arbitration fee to initiate any arbitration equal to what I would be
charged as a court filing fee for a first appearance fee. The Company shall pay the remaining fees and administrative costs charged by
the arbitrator and JAMS (or other mutually selected alternative dispute resolution service). Both the Company and I will pay our own
costs and attorneys’ fees, if any. If, however, any party prevails on a statutory claim that affords the prevailing party attorneys’
fees, the arbitrator may award attorneys’ fees to the prevailing party, consistent with applicable law.
9.
Modification/Entire Agreement. This Agreement to arbitrate shall survive the termination of my employment. It can only be revoked
or modified by a writing signed by both parties that specifically states an intent to revoke or modify this Agreement. This is the complete
agreement of the parties on the subject of arbitration of disputes (except for any arbitration agreement in connection with any pension
or benefit plan). This Agreement supersedes any prior or contemporaneous oral or written understanding on the subject. No party is relying
on any representations, oral or written, on the subject of the effect, enforceability, or meaning of this Agreement, except as specifically
set forth in this Agreement.
10.
Severability. If any provision of this Agreement is found to be unenforceable, in whole or in part, such finding shall not affect
the validity of the remainder of this Agreement and this Agreement shall be reformed to the greatest extent possible to ensure that all
conflicts between the parties are resolved by neutral, binding arbitration. Any finding that this Agreement is unenforceable, in whole
or in part, shall have no effect on the enforceability of any other agreement between me and the Company. In the event that Paragraph
4 of this Agreement is held to be unenforceable, any such class, representative or collective action or proceeding shall be brought in
a California court with jurisdiction over such action or proceeding.
11.
Violation of this Agreement. Should any party to this Agreement pursue any arbitrable dispute by any method other than arbitration,
the responding party shall recover from the initiating party all damages, costs, expenses and attorneys’ fees incurred as a result
of such action.
12.
Not an Employment Agreement. This Agreement is not and shall not be construed to create any contract of employment, express or
implied. Nor does this Agreement alter the at-will status of any employment.
13.
Right to Consult With Counsel. I have been advised to consult with an attorney of my choice if I have any questions prior to signing
this Agreement.
I
acknowledge that I have carefully read this Agreement and that I understand its terms. I acknowledge that, except as otherwise provided
herein, I am waiving my right to have any claim adjudicated or settled by a court or jury. I further acknowledge that I have been given
the opportunity to discuss this Agreement with my private legal counsel and have taken advantage of that opportunity to the extent I
wanted to do so.
Agreed
and accepted:
Executive
/s/
Yueting Jia
Yueting (YT) Jia
Date: October
22, 2026
Company
FF EAI Robotics
Ecosystem Inc.
By: /s/
Chad Chen
Name: Chad
Chen
Title: Chair
of Compensation Committee, Board of Directors
Date: October
23, 2026
EX-10.8
EX-10.8
Filename: ex10-8.htm · Sequence: 7
Exhibit 10.8
Amendment
No. 1 to Employment Agreement
This
Amendment No. 1 to Employment Agreement (this “Amendment”) is made and entered into as of October 23, 2026, by and between
FF EAI Robotics Ecosystem Inc. (formerly known as AIxCrypto Holdings, Inc.), a Delaware corporation (the “Company”), and
Jiawei (Jerry) Wang (“Executive”).
Recitals
WHEREAS,
the Company and Executive are parties to that certain Employment Agreement dated as of February 10, 2026 and effective as of October
2, 2025 (the “Agreement”);
WHEREAS,
the Board has appointed Executive as Executive Chairman of the Company, effective as of the Closing Date under the Transaction Agreement
dated October 12, 2026, by and among the Company, Faraday Future Intelligent Electric Inc. (“FF”) and the other parties thereto
(the “Transaction Agreement”); and
WHEREAS,
the Company and Executive desire to amend the Agreement as set forth herein, and this Amendment has been approved by the Committee and
the Board.
NOW,
THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:
1.
Definitions. Capitalized terms used but not defined in this Amendment have the meanings given to them in the Agreement.
2.
Effectiveness. This Amendment shall become effective on the Closing Date under the Transaction Agreement (the “Amendment Effective
Date”). If the Transaction Agreement is terminated before the Closing, this Amendment shall be void and of no force or effect.
3.
Position. Section 1.1 of the Agreement is hereby amended and restated in its entirety to read as follows:
“1.1
Position. Executive shall serve as Executive Chairman of the Company and, if so elected by the Board, as Chairman of the Board,
reporting to the Board. Executive shall have such duties and responsibilities as are customarily assigned to an executive chairman of
a publicly traded company, including oversight of the Company’s finance, capital markets, legal and operations functions, and such
other duties as the Board may reasonably assign from time to time.”
4.
Concurrent Service. Section 1.2 of the Agreement is hereby amended by replacing “President of Faraday Future Intelligent Electric
Inc.” with “Global Executive Chairman of Faraday Future Intelligent Electric Inc.” Section 1.3 of the Agreement is
hereby amended by adding the following sentence at the end thereof: “Executive shall comply with any information barrier adopted
by the Company with respect to FF.”
5.
At-Will Employment. Section 2.1 of the Agreement is hereby amended and restated in its entirety to read as follows:
“2.1
At-Will Employment. Executive’s employment with the Company is at will and is not for any specified term, and may be terminated
by the Company or Executive at any time, subject to Executive’s right to Severance Benefits under this Agreement.”
In
addition, (a) the periods of base salary continuation and COBRA premium payments under Section 2.3 of the Agreement shall be twelve (12)
months in all cases, and (b) all references in the Agreement to the “Term,” the “Term End Date” and non-renewal,
including in Section 5.1 of the Agreement and Section 4 of Schedule 1 thereto, are hereby deleted.
6.
Compensation Deferral. The Agreement is hereby amended by adding the following new Section 3.6 immediately after Section 3.5:
“3.6
Compensation Deferral. Executive has elected to defer any adjustment to his compensation until the Company has sold and delivered
2,000 robotics units, measured cumulatively from the Amendment Effective Date and as certified by the Committee (the ‘Unit Sales
Milestone’). Until the Committee approves new compensation following the Unit Sales Milestone, Executive’s Base Salary, Target
Annual Bonus and annual equity grant value shall remain $300,000, $300,000 and $1,500,000, respectively, and the Phase 2 terms of Schedule
1 shall not take effect, whether or not the Trigger Event occurs. Following the Unit Sales Milestone, the Committee shall review Executive’s
compensation. Any time-based restricted stock units then granted shall vest from the Amendment Effective Date, with a grant date as of
the date of approval, and any increase in cash compensation shall apply prospectively only.”
7.
Severance. The Agreement is hereby amended by adding the following new Section 5.3 immediately after Section 5.2:
“5.3
Single Severance Arrangement; Resignation. The Severance Benefits under Section 2.3 and the benefits under Section 4 of Schedule
1 constitute a single, non-duplicative severance arrangement, consisting of twelve (12) months of base salary continuation and COBRA
premium payments under Section 2.3 and the bonus and equity benefits under Section 4 of Schedule 1, in each case subject to the Release.
Upon any termination of employment, Executive shall resign from all officer positions with the Company and its subsidiaries and, if requested
by the Board, as a director and as Chairman of the Board.”
8.
Good Reason; Change in Control. Executive acknowledges and agrees that none of the changes effected by this Amendment constitutes
Good Reason. The consummation of the transactions contemplated by the Transaction Agreement shall not constitute a Change in Control
for purposes of the Agreement.
9.
FF Service. Section 4 of the Agreement is hereby amended by adding the following at the end thereof: “For purposes of this
Agreement and Exhibit A, ‘Companies’ means the Company and its subsidiaries. Executive’s service to FF disclosed to
the Board shall not constitute a breach of this Section 4 or Section 7.3, and Work Product developed by Executive solely for FF that
does not relate to the business of the Companies shall not be Company Work Product.”
10.
Miscellaneous. Except as expressly amended by this Amendment, the Agreement remains in full force and effect in accordance with its
terms. From and after the Amendment Effective Date, each reference in the Agreement to “this Agreement” means the Agreement
as amended by this Amendment. Sections 7.1 (Governing Law), 7.2 (Arbitration) and 7.6 (Validity/Severability) of the Agreement apply
to this Amendment. This Amendment may be executed in counterparts, including by electronic signature, each of which shall be deemed an
original.
[Signature
page follows]
IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
Company
FF EAI Robotics Ecosystem Inc.
By:
/s/ Chad Chen
Name:
Chad Chen
Title:
Chair of Compensation Committee, Board of Directors
Executive
/s/ Jerry Wang
Jiawei (Jerry) Wang
EX-99.1
EX-99.1
Filename: ex99-1.htm · Sequence: 8
Exhibit
99.1
FF
EAI Robotics Ecosystem Completed its Acquisition of the Robotics Business of Faraday Future, Establish Nasdaq-Listed Humanoid and Bionic
Robotics Platform
●
FFR
expects October 2026 robot sales and shipments to exceed 300 units, setting a new monthly record and bringing cumulative shipments
to more than 1,100 units, while continuing to deliver robots at a positive unit gross margin [pending sales]
Los
Angeles, California (October 26, 2026) — FF EAI Robotics Ecosystem Inc. (“FFR”) (NASDAQ: FFR), a U.S.-based Embodied
AI robotics company, and Faraday Future Intelligent Electric Inc. (“Faraday Future”) (NASDAQ: FFAI), today announced the
completion of FFR’s acquisition of Faraday Future’s robotics business on October 23, 2026. Following the transaction, FFR
will operate the robotics business and continue trading on Nasdaq under the ticker symbol “FFR.” Faraday Future will continue
trading on Nasdaq under the ticker symbol “FFAI.”
In
connection with the acquisition, FFR has appointed YT Jia as Chief Executive Officer, Jerry Wang as Executive Chairman, and Chen Shi
as Lead Independent Director. Mr. Jia will continue to serve as the Chief Executive Officer of Faraday Future and Mr. Wang will continue
to serve as the Global Executive Chairman of Faraday Future.
FFR
expects October 2026 robot sales and shipments to exceed 300 units, setting a new monthly record and bringing cumulative shipments to
more than 1,100 units, while continuing to deliver robots at a positive unit gross margin.
FFR
is also providing full-year 2026 guidance for the first time. The robotics business currently expects 2026 robot sales and shipments
of approximately 2,000 robots, while continuing to generate positive gross margin. The guidance reflects management’s confidence
in FFR’s near-term operational execution and long-term growth prospects. Management believes that FFR’s commercialization
strategy, planned production ramp, and growing market opportunity position it to pursue sustainable growth and create long-term value
for stockholders.
“The
completion of this transaction marks an important milestone in establishing a dedicated public company focused on Embodied AI robotics,” said YT Jia, Chief Executive Officer of FFR. “We believe this platform provides a strong foundation to accelerate commercialization
and expand the adoption of intelligent robotics across real-world applications.”
FFR
is developing a robotics ecosystem focused on humanoid and bionic robotic products, AI technologies and industry solutions. FFR’s
platform spans research and development, manufacturing, commercialization and deployment, supported by its “Four-Core Full-Stack
AI” ecosystem and RoboShare, its robot-sharing and services platform. “FFR’s focus is on building a scalable robotics
business that brings Physical AI robotic technologies into everyday commercial and industrial applications,” said YT Jia. “We
look forward to expanding our products, services and capabilities as we enter into this next stage of growth.”
About
FF EAI Robotics Ecosystem Inc.
FF
EAI Robotics Ecosystem Inc. (NASDAQ: FFR) is a U.S.-based Embodied AI robotics company focused on the research and development, manufacturing,
commercialization and deployment of intelligent robotic technologies, products and industry solutions. FFR is building a “Four-Core
Full-Stack” AI ecosystem covering the full lifecycle of robotics, consisting of EAI Brain & Developer Platform, EAI Devices,
Industry Productivity Solutions, and EAI Data Factory. Guided by the technology and product philosophy of “One Brain, Multi-forms,
Multi-capabilities,” FFR aims to empower humanoid, biomimetic, and other robotic form factors through a unified EAI Brain, while
continuously expanding their multi-task and multi-scenario capabilities. The ecosystem is designed to support the full robotics lifecycle,
including R&D, deployment, data collection and training, operations, and commercial applications. FFR also operates RoboShare, a
robot-sharing and services platform.
To
learn more, visit www.ff.com.
About
Faraday Future
Founded
in 2014, Faraday Future Intelligent Electric Inc. (NASDAQ: FFAI) is a U.S.-based Physical AI ecosystem company focused on mobility solutions
through artificial intelligence and technology innovation.
To
learn more, visit www.ffai.com.
FFR
Forward-Looking Statements
This
press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, as amended, and other applicable securities laws. Statements other than historical facts, including statements
regarding the standalone full-year 2026 guidance for the acquired robotics business, expected sales and shipments, FFR’s business
strategy, commercialization plans, robotics operations, anticipated benefits of the acquisition, future growth opportunities and development
and deployment of robotics technologies, are forward-looking statements. You can often identify forward-looking statements by words such
as “may,” “might,” “will,” “shall,” “should,” “expects,” “plans,”
“anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,”
“believes,” “estimates,” “predicts,” “potential,” “goal,” “objective,”
“seeks,” “likely,” or “continue,” or the negative of these terms or other similar expressions; the
absence of these words does not mean a statement is not forward-looking.
These
statements are based on current expectations, estimates and assumptions and involve risks and uncertainties that could cause actual results
to differ materially from those expressed or implied. Such risks include the risk that the standalone guidance is not achieved; FFR’s
ability to successfully integrate and operate the acquired business, commercialize its robotics technologies, achieve its business objectives,
obtain additional financing, maintain compliance with Nasdaq listing requirements, compete effectively, manage its liquidity position
and execute its strategic transition.
Additional
risks and uncertainties are described in FFR’s filings with the U.S. Securities and Exchange Commission, including its Annual Report
on Form 10-K, Quarterly Reports on Form 10-Q and subsequent filings available at www.sec.gov.
Forward-looking
statements speak only as of the date of this release. Forward-looking statements are based on assumptions with respect to management’s
future and current expectations are not guarantees and speak only as of the date of this release. Except as required by applicable law,
FFR undertakes no obligation to update or revise any forward-looking statements.
Faraday
Future Forward-Looking Statements
Forward-looking
statements regarding Faraday Future Intelligent Electric Inc. are subject to risks and uncertainties, including its ability to continue
as a going concern, improve its liquidity and financial position, obtain financing, execute its business strategy, commercialize products
and maintain compliance with Nasdaq listing requirements.
This
press release contains forward-looking statements regarding Faraday Future within the meaning of the Private Securities Litigation Reform
Act of 1995, including statements regarding the anticipated benefits of the transaction to Faraday Future and the value of its interest
in FFR. These statements are subject to risks and uncertainties, including those described under ‘Risk Factors’ in Faraday
Future’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.
All
statements, whether written or oral, other than statements of historical fact, including any financial projections and any statements
regarding future events, Faraday Future’s strategy, the disposition of the robotics business, the projections referenced in this
communication and the anticipated benefits and timing of the foregoing, Faraday Future’s objectives, expectations, or anticipated
actions or results, are forward-looking statements. You can often identify forward-looking statements by words such as “may,”
“might,” “will,” “shall,” “should,” “expects,” “plans,” “anticipates,”
“could,” “intends,” “targets,” “projects,” “contemplates,” “believes,”
“estimates,” “predicts,” “potential,” “goal,” “objective,” “seeks,”
“likely,” or “continue,” or the negative of these terms or other similar expressions; the absence of these words
does not mean a statement is not forward-looking.
These
statements are based on current expectations, estimates and assumptions and involve risks and uncertainties that could cause actual results
to differ materially from those expressed or implied. Such risks include the Faraday Future’s ability to achieve its business objectives,
obtain additional financing, maintain compliance with Nasdaq listing requirements, compete effectively, manage its liquidity position
and execute its strategic transition.
Additional
risks and uncertainties are described in Faraday Future’s filings with the SEC, including its Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q and subsequent filings available at www.sec.gov. Forward-looking statements are based on assumptions with
respect to management’s future and current expectations are not guarantees and speak only as of the date of this release. Except
as required by applicable laws, Faraday Future undertakes no obligation to update these statements except as required by law.
Contacts
Investors:
ir@ff.com
SOURCE:
FF EAI Robotics Ecosystem Inc.
EX-99.2
EX-99.2
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-Section 12
-Subsection b-2
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- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
No definition available.
+ Details
Name:
dei_EntityFileNumber
Namespace Prefix:
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Data Type:
dei:fileNumberItemType
Balance Type:
na
Period Type:
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- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
Name:
dei_EntityIncorporationStateCountryCode
Namespace Prefix:
dei_
Data Type:
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Balance Type:
na
Period Type:
duration
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- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityRegistrantName
Namespace Prefix:
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Data Type:
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Balance Type:
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Period Type:
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- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityTaxIdentificationNumber
Namespace Prefix:
dei_
Data Type:
dei:employerIdItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Local phone number for entity.
+ References
No definition available.
+ Details
Name:
dei_LocalPhoneNumber
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
Name:
dei_PreCommencementIssuerTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
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Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
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dei_PreCommencementTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
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Period Type:
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- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
Name:
dei_Security12bTitle
Namespace Prefix:
dei_
Data Type:
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Balance Type:
na
Period Type:
duration
X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
dei_
Data Type:
dei:edgarExchangeCodeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
dei_SolicitingMaterial
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
dei_
Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
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