Visionary Group V Faraday Future

FILED _ _
Superior Court of California

I STOKES WAGNER, ALC County of Los Angeles
DIANA L. DOWELL, SBN 258442
2 ddowell@stokeswagner.cOm 20
CHRISTINA J. TANTOY, SBN 308237 . .
3 CtantOy@StOkeSWagneI.'COm Sherrli arter, Fzfgéxl/e Officer/Clerk
555 West 5"‘ Street, 35"‘ Floor 81’ Hor;;-—14-=-- D°p”“’
4 Los Angeles, CA 90013 '
Telephone: (213)618-4128
5 Facsimile: (619) 232-4840
6 Attorneys for Plaintiff THE VISIONARY

GROUP, LLC
7
8
9 SUPERIOR COURT OF THE STATE OF CALIFORNIA
10 COUNTY OF LOS ANGELES

l1
THE VISIONARY GROUP, LLC, a Case NO.
12 California Corporation, 1 TR C 0 G 6
13 Plaintiff, COMPLAINT FOR:

14 V‘ 1) BREACH OF ORAL CONTRACT;
15 FARADAY & FUTURE, INC. DBA 2) BREACH OF WRITTEN

FARADAY FUTURE, a California CONTRACT;
16 Corporation, and DOES 1-50,inc1usivc, 3) BREACH OF IMPLIED—IN—FACT
17 _ CONTRACT;
D°f°“da"t‘ 4) BREACH OF COVENANT OF
I8 GOOD FAITH AND FAIR
19 DEALING; AND
5) COMMON COUNT: GOODS AND
20 SERVICES RENDERED
21 Unlimited Jurisdiction
22
23
24
25
26
27
28
27'; 1
‘f COMPLAINT FOR DAMAGES
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1 This case is about Defendant FARADAY & FUTURE, INC. d/b/a FARADAY FUTURE’S
2 (“Defendant” or “Faraday”) choice to purposefully disregard Defendant’s contractual obligations
3 to Plaintiff THE VISIONARY GROUP (“Plaintiff’ or “TVG”). Notwithstanding TVG’s services
4 rendered, Faraday refuses to TVG for TVG’s services in direct breach of the agreement entered
5 into between Faraday and TVG. TVG les this Complaint for Damages against FARADAY
6 FUTURE, and Does 1 through 10, in the Los Angeles Superior Court, alleging as follows:
7 1.
8 JURISDICTION AND VENUE
9 l. Jurisdiction and venue are proper in this Court because the claims alleged herein
10 arose in Los Angeles County. All at times mentioned herein, Plaintiff was and is doing business as
11 The Visionary Group, LLC. located in Los Angeles, California. This action arises out of services
12 performed by Plaintiff for Defendant in Los Angeles, California.
13 2. Plaintiff is informed and believes and thereon alleges that Defendant designs and
14 manufactures automobiles with its principal place of business located at 18455 South Figueroa
15 Street, Gardena, California. Defendant is a California citizen.
16 3. The amount in controversy in this matter exceeds $25,000, exclusive of interest,
17 costs, and fees.
18 II.
19 THE PARTIES
20 4. Plaintiff is a limited liability corporation organized under the state of California.
21 5. Plaintiff is informed and believes and thereon alleges that Defendant and at all times
22 mentioned herein, a start-up automotive and technology company with its principal place of business
23 in Los Angeles, California, and doing business throughout California.
24 6. Plaintiff is ignorant of the true names, interests, rights, and capacities of Defendant,
25 and each of them, sued herein as DOES 1 through 10, inclusive, and therefore sues this Defendant
26 by such fictitious names. Plaintiff is informed and believes, and on such information and belief
V 27 alleges, that Defendant designated herein as a DOE is responsible in some manner for the events
28 and happenings herein referred to and for the injuries and damages proximately caused to Plaintiff
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1 thereby. The names, capacities and relationships of DOES 1 through 10 will be alleged by
2 amendment to this Complaint when the same are known.
3 III.
4 FACE
5 7. Plaintiff is an agency that is hired by companies to create and handle all aspects of
6 a companies’ marketing events, including but not limited to, marketing, entertainment, construction,
7 digital, production, decor, and design. Defendant is an American start-up technology company
8 focused on the development of electric vehicles.
9 8. On or about May 5, 2018, Faraday contacted TVG to inquire as to TVG’s services
10 to promote Faraday’s electric vehicles.
11 9. On June 26, 2018, Faraday hired TVG for TVG’s production and marketing
12 services, and specifically, creating and producing events. (Exhibit A).
13 10. On or about July 17, 2018, Faraday agreed to pay TVG in exchange for TVG’s
14 services. Faraday provided credit references to TVG via e-mail to assure TVG that Faraday had the
15 funds necessary to pay TVG. (Exhibit B).
16 1 1. On or about July 24, 2018, Faraday hired and agreed to pay TVG to create,
17 implement, and produce a marketing event for Faraday’s vehicles at the Pebble Beach Concours D’
18 Elegance from August 19-27, 2018 (hereafter referred to as the “Pebble Beach Event”).
19 12. In exchange for Faraday’s payment, TVG would service and handle all aspects of
20 the Pebble Beach Event, including but not limited to, planning, zoning, creating branding and print
21 materials elements (i.e., creating wall graphics, branded set walls, signage, frosted decals), designing
22 the event lay-out and creating design renderings, obtaining permits, building the event space (i.e.,
23 building fumiture, flooring and subooring, decor and xtures, event walls, light boxes, beverage
24 bars, lounge platforms, display bars, 8 x 20’ shipping container for vehicle showcase, and display
25 pedestals), handle digital content (photography, videography, and live streaming), nding, meeting,
26 and hiring vendors (tent wall removal, tent suboor reinforcement, food and beverage, kitchen, and
1 27 other miscellaneous rentals), production (labor, pre—produetion and on—site production, installation,
._ _,
28 3
F; COMPLAINT FOR DAMAGES
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1 transportation of all equipment), and hiring security and staff (staff included security, brand
2 ambassadors, cleaning crews, car detailers, production assistants) (the “Services”).
3 13. Since TVG was hired just one month prior to the Pebble Beach Event, TVG only
4 agreed to perform the Services as a rush and on a “rush fee.”
5 14. On or about July 27, 2018, representatives from both TVG and Faraday met in
6 person to confirm the tasks TVG would complete for the Pebble Beach Event.
7 15. During the last weeks of July 2018, representatives from Faraday and TVG prepared
8 a Master Services Agreement (the “MSA”) for the Pebble Beach Event.
9 16. On or around July 30, 2018, Faraday and TVG further negotiated and prepared a
10 Master Services Agreement memorializing Faraday’s promise to pay TVG for TVG’s services for
1 1 the Pebble Beach Event. The terms of the MSA were clear enough that both Faraday and TVG
12 understood what each was required to do. (Exhibit C).
13 17. In reasonably relying upon Faraday’s assurances that Faraday would pay TVG for
14 TVG’s Services, TVG started performing the Services. Specically, TVG designed the event space
15 and marketing materials, started to build and construct the event space and furniture, created
16 budgets, obtained pemiits, hired additional staff, and found, met, and hired vendors out of TVG’s
17 own pocket. TVG also spent numerous hours conducting meetings internally and with Faraday to
18 discuss the execution of the Services for the Pebble Beach Event.
19 18. TVG denied projects from prospective and past clients during this time in order to
20 meet the demands and complete the Services for the Pebble Beach Event.
21 19. TVG also started building a team for the Pebble Beach Event, including but not
22 limited to, hiring three independent contractors.
23 20. TVG started building and manufacturing a shipping container to showcase and
24 display a Faraday vehicle at the Pebble Beach Event.
25 21 . On August 2, 2018, multiple representatives from both TVG employees and Faraday
26 met in Pebble Beach, California with representatives from the Pebble Beach Concours D’ Elegance
if 27 to conduct a site inspection of the event site. In anticipation of this meeting, TVG booked hotels and
28 ights, and traveled from Los Angeles, California to Pebble Beach, California. (Exhibit D).
jjj:
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1 22. Faraday constantly assured TVG that Faraday had the necessary funding to pay TVG
2 for its Services for the Pebble Beach Event.
3 23. On August 7, 2018, at or around 2:25 p.m., Tom Jenkins, Chief Financial Officer of
4 TVG, provided Faraday with the Letter of Intent cancellation terms, which stated, “[i]f [Faraday]
5 cancels the [Pebble Beach] Event at any time, The Visionary Group (TVG) shall be reimbursed for
6 all approved Version 2 budget expenses or fees that TVG has paid or is contractually obligated to
7 pay on behalf of the Client. Should the Client cancel the Event, Client is responsible for a
8 “Cancellation Fee” of $191,720.99, which is equal to 75% of the Version 2 Production Fee of
9 $255,627.99.” (Exhibit E).
10 24. On that same day, and five hours after Mr. Jenkins sent Faraday his e—mail, Faraday
11 cancelled the Pebble Beach Event without explanation, twelve (12) days prior to the start of the
12 Pebble Beach Event. Brian Fowler, Purchasing Specialist, Non—Production Purchasing, of Faraday
13 emailed TVG notifying TVG of Faraday’s cancellation. In that same e—mail, Mr. Fowler
14 acknowledged that Faraday must pay TVG for TVG’s incurred hard costs. Mr. Fowler stated, “[w]e
15 are prepared to help reconcile any hard costs incurred by TVG in the project. We request that you
_ 16 provide us an itemized list of costs and we will begin that process.” (Exhibit F).
17 25. Throughout August and September 2018, TVG sent various invoices to Faraday
18 itemizing the lists of costs and fees that TVG had incurred thus far. (Exhibit F).
19 26. As of date, Faraday has refused to pay any amounts owed to TVG related to the
20 Pebble Beach Event.
21 FIRST CAUSE OF ACTION
22 (Breach of Oral Contract — Against All Defendants)
23 27. Plaintiff incorporates by reference each and every allegation of paragraphs 1 through
24 26, inclusive, of the Complaint as if fully set forth herein.
25 28. By their actions, TVG, on the one hand, and Faraday, on the other hand, entered into
26 an Oral Agreement whereby Faraday agreed to pay TVG for TVG’s Services for the Pebble Beach
27 Event.
f? 28
7;’ 5
{Eli COMPLAINT FOR DAMAGES
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1 29. In reasonably relying upon Faraday’s promises to pay TVG, TVG substantially
2 performed the Services pursuant to the Oral Agreement. TVG designed the event space and
3 marketing materials, started to build and construct the event space and furniture, created budgets,
4 obtained permits, hired additional staff, and found, met, and hired vendors out of TVG’s own pocket.
5 TVG also spent numerous hours conducting meetings internally and with Faraday to discuss the
6 execution of the Services for the Pebble Beach Event.
7 30. In exchange for TVG’s Services, Faraday is contractually obligated to compensate
8 TVG for TVG’s hard costs and labor associated with the Pebble Beach Event. TVG further provided
9 Faraday with an itemized lists of costs in order to render payment from Faraday.
10 3 1. As of date, Faraday has continuously refused to pay TVG for its rendered Services
11 in direct breach of its Oral Agreement.
12 32. As a result of performing Services for the Pebble Beach Event and Faraday’s failure
13 to pay TVG for these Services, TVG has suffered at least $1,750,000 in damages, including but not
14 limited to, hard costs, labor, agency fees, and lost prots, and exclusive of interest, costs, and
15 attorneys’ fees.
16 SECOND CAUSE OF ACTION
17 (Breach of Written Contract ~ Against All Defendants)
21 a written agreement, titled the “Master Services Agreement”, whereby Faraday agreed to pay TVG
22 for TVG’s Services for the Pebble Beach Event.
23 35. TVG accepted the terms of a Master Services Agreement when TVG performed
24 signicant conditions, promises and covenants of which the Master Services Agreement required
25 TVG to perform. TVG designed the event space and marketing materials, started to build and
26 construct the event space and furniture, created budgets, obtained pennits, hired additional staff, and
27 found, met, and hired vendors out of TVG’s own pocket. TVG also spent numerous hours
.;. 6
COMPLAINT FOR DAMAGES
- - I S O
1 conducting meetings internally and with Faraday to discuss the execution of the Services for the
3 36. Faraday was wcll—aware that TVG had started performing its significant conditions,
4 promises and covenants of which the Agreement required TVG to perform and received the benefits
5 for TVG’s performance.
6 37. Faraday breached its written contract with TVG when Faraday unilaterally cancelled
7 the event and continuously refused to compensate TVG for its rendered Services.
8 38. In exchange for TVG’s services and the benets Faraday received, Faraday is
9 contractually obligated to pay TVG for TVG’s hard costs and labor incurred with the Pebble Beach
10 Event.
11 39. As of date, Faraday has continuously refused to pay TVG for its rendered Services
12 in direct breach of its Oral Agreement.
13 40. Faraday’s failure to pay TVG is a material breach of Faraday’s agreement with
14 TVG, which breach has caused TVG to suffer damages.
17 limited to, hard costs, labor, agency fees, and lost profits.
18 THIRD CAUSE OF ACTION
19 (Breach of Implied-ln—Fact Contract — Against All Defendants)
20 42. Plaintiff incorporates by reference each and every allegation ofparagraphs 1 through
2] 41, inclusive, of the Complaint as if fully set forth herein
23 an agreement whereby Faraday agreed to pay TVG for TVG’s marketing, management, fabrication,
24 activation, and creative services for the Pebble Beach Event.
'5,-_ 27 the Pebble Beach Event . The terms of the MSA were clear enough that both Faraday and TVG
28 understood what each was required to do.
if”; ?
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1 45. TVG performed signicant conditions, promises and covenants of which the
2 Agreement required TVG to perform. TVG designed the event space and marketing materials,
3 started to build and construct the event space and furniture, created budgets, obtained permits, hired
4 additional staff, and found, met, and hired vendors out of TVG’s own pocket. TVG also spent
5 numerous hours conducting meetings internally and with Faraday to discuss the execution of the
6 Services for the Pebble Beach Event.
7 46. Faraday knew or had reason to know that TVG duly substantially performed TVG’s
8 duties under the implied-in-fact contract and incurred labor and hard costs associated with the Pebble
9 Beach Event.
10 47. Faraday breached the implied-in-fact contract with TVG when Faraday unilaterally
11 cancelled the event and continuously refused to compensate TVG for TVG’s rendered Services.
13 to pay TVG for these Services, TVG has suffered over $1,750,000 in damages, including but not
15 FOURTH CAUSE OF ACTION
16 (Breach of Covenant of Good Faith and Fair Dealing — Against All Defendants)
19 50. There is a covenant of good faith and fair dealing implied in every contract. This
20 implied covenant requires each contracting party to refrain from doing anything to injure the right
21 of the other to receive the benefits of the agreement.
23 an agreement whereby Faraday agreed to pay TVG for TVG’s Services for the Pebble Beach Event.
26 the Pebble Beach Event. The terms of the Master Services Agreement were clear enough that both
,’;:_:i 27 Faraday and TVG understood what each was required to do.
’§ 28
:5.
“ COMPLAINT FOR DAMAGES
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1 53. In reasonably relying upon the MSA and Faraday’s Agreement to pay TVG for
2 TVG’s Services, TVG rendered and substantially performed the Services required of it under the
3 Master Services Agreement. TVG designed the event space and marketing materials, started to build
4 and construct the event space and furniture, created budgets, obtained permits, hired additional staff,
5 and found, met, and hired vendors out of TVG’s own pocket. TVG also spent numerous hours
6 conducting meetings internally and with Faraday to discuss the execution of the Services for the
8 54. If not for Faraday’s Agreement and representation to pay TVG, TVG would not
9 have rendered and substantially performed the Services required of it under the MSA.
10 55. TVG duly performed all of the conditions, promises and covenants which the MSA
1 1 required it to perfomi.
12 56. In exchange for TVG’s services, Faraday is contractually obligated to compensate
13 TVG for TVG’s incurred costs, labor, and expenditures associated with the Pebble Beach Project.
14 57. Faraday unfairly interfered with TVG’s right to receive the benefits of the
15 Agreement when Faraday refused to pay TVG for TVG’s incurred labor and agency costs prior to
16 the cancellation for the Pebble Beach Event.
20 FIFTH CAUSE OF ACTION
2] (Common Count: Goods and Services Rendered — Against All Defendants)
23 58, inclusive, ofthe Complaint as if fully set forth herein.
24 60. Faraday requested, by words and conduct, that TVG perform services for the benefit
25 of Defendant.
26 61. TVG performed the services as requested. TVG designed the event space and
{V 27 marketing materials, started to build and construct the event space and furniture, created budgets,
28 obtained permits, hired additional staff, and found, met, and hired vendors out of TVG’s own pocket.
if
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1 TVG also spent numerous hours conducting meetings internally and with Faraday to discuss the
2 execution of the Services for the Pebble Beach Event.
3 62. Faraday has not compensated TVG for the services despite receiving the benefit of
4 the labor and services rendered by TVG.
6 to pay TVG for these Services, Faraday owes TVG $49,961.12 for out-of-pocket direct costs and
7 $1 1 1,850.00 in labor/services rendered.
8
9 PRAYER FOR RELIEF
10 WHEREFORE, Plaintiff prays for judgment against Defendant, as follows:
11 1. For damages of not less than $1,750,000 plus interest according to proof;
12 2. For damages of not less than $l6l,8l 1.12 under the Fifth Cause of Action;
13 3. For general and special damages according to proof at trial;
14 4. Incidental and consequential damages;
15 5. For costs of suit incurred herein;
16 6. For such other and further reliefas this Court deems fair and proper.
l7
l8
19 Dated: December 19, 2018 STOKES WAGNER, ALC
20 B . (C . 1 2
21 y‘ ‘»;:U,.v-‘K-<f,?k.1-' H,-‘i
22 “”€*
23 CHRISTINA J. TANTOY
Attorneys for Plaintiff THE VISIONARY
24 GROUP, LLC
25
26
28
1.; 2; ____j_____
‘~- COMPLAINT FOR DAMAGES
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E)(\—\\B\T
I EXHIBIT A
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EXHIBIT “A”
EXHIBIT “A”
From: Emily Campbell <Emily.Campbell@ff.com>
Date: Tuesday, June 26, 2018 at 3:36 PM
To: "isaac@visionarygroup|a.com" <isaac@visionarygroupla.com>
Subject: Follow Up from Faraday Future
Hi Isaac,
i hope this message nds you well and I wanted to reiterate how much we appreciate your visiting FF HQ to
present TVG’s capabilities. We have been given the green light to onboard an experiential agency for Faraday
Future. Of the seven agencies we interviewed, your team has come out as one of our favorites.
Congratulations!
Can we nd an hour today or tomorrow to chat about the agency onboarding process and creating a proposal
for the planning/execution of our LA—area ”VlP lifestyle events” (as early as next monthl). These are the
events we are most urgently trying to get off the ground.
Looking forward to your reply —
Best regards,
Emily
Faraday Future
Emily Campbell
Event Manager, Sales & Marketing
+1 201 618 5679
18455 S Figueroa St.

Gardena, CA 90248
FF.com
FF, Inc. email may include content, whether in the body of an email or in an attachment, that is intended to be condential. Delivery of condential material by email not does not
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copy, forward or otherwise re-use any material contained in any FF, Inc, email, without FF, lnc.‘s express written permission.
33- From: Lisa Tseng <|isa.tseng@ff.com>

:7: Date: Monday, June 25, 2018 at 3:14 PM
;::
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E)(H\B\'\'
../Q’/e
. I 0 0
EXHIBIT “B”
EXHIBIT “B”
From: Brian Fowler <brian.fow|er@ff.com>
Date: Tuesday, July 17, 2018 at 8:47 AM
To: Isaac Ugay <isaac@visionarygroup|a.com>, Lisa Tseng <|isa.tseng@ff.com>, Tom Jenkins
<tom.jenkins@visionarygroup|a.com>
Cc: Brittany Cappetta <brittany.cappetta@visionarygroupla.com>, Robert Badgley
<Rob@visionarygroup|a.com>, Lane Bensussen <lane.bensussen@visionarygroup|a.com>
Subject: RE: [EXTERNAL] Re: Faraday Future Master Services Agreement for Review
Tom,
Attached is a form with our credit references. You may contact them to establish good standing and extend
credit terms to us. Pre-payment for an expenditure this size will be difcult, so we need to establish some
form of payment terms/schedule.
Ban
Faraday Future
Brian Fowler
Purchasing Specialist, Non—Production Purchasing
+1 310 293 3137

Gardena, CA 90248
From: Isaac Ugay <isaac@visionarygroup|a.com>

Sent: Tuesday, July 17, 2018 6:31 AM
To: Brian Fowler <brian.fow|er@ff.com>; Lisa Tseng <lisa.tseng@ff.com>; Tom Jenkins
<tom.jenkins@visionarygroupla.com>
Cc: Brittany Cappetta <brittany.cappetta@visionarygroupla.com>; Robert Badgley
<Rob@visionarygroup|a.com>; Lane Bensussen <|ane.bensussen@visionarygroup|a.com>
Subject: [EXTERNAL] Re: Faraday Future Master Services Agreement for Review
Brian and Lisa,
Due to our history with LeEco, we are not able work on a credit basis with FF. We are requesting that all work is
prepaid in some form.
I've cc’d our CFO, Tom Jenkins, who'll be guiding the conversation. Ultimately, we'd like to discuss payment
terms as soon as possible should TVG be selected as FF’s agency partner, so we don't hinder the process or
ij; timeline.
if
_@_T9_i_’_i_ji__J@_lgius will you please suggest options?
lsaac Ugay
Head of Business Development and Strategy | The Visionary Group
5890 West Jefferson Boulevard, Studio M

Los Angeles, CA 90016
(D) 323.822.5025 x 121

(c) 714.381.3419
Event Marketer's IT LIST | Stevie Award Winner | BizBash Innovator | },/_isi<)ria_r_yg[9“upleicom | linkedin |
instaggam | facebook I twitter
This email, including any attachments, is the property of The Visionary Group, LLC. This transmission may contain information that is privileged,
condential, and exempt from disclosure under applicable law. If you are not the intended recipient, you are hereby notied that any disclosure,
copying, distribution or use of the information contained herein is STRICTLY PROHlBlTED. if you received this transmission in error, please contact the
sender and delete the material from the recipient computer immediately. Thank you.
From: Brian Fowler <brian.fowler@ff.com>

Date: Monday, July 16, 2018 at 4:14 PM
To: Isaac Ugay <isaac@7,D_\/j_s,i_o_Li_a_r_yg[;>_upla.coiti>
Cc: Lisa Tseng <|_i_s_a_._tseng@ff.cQ_m>, Elly McCloud <§ym_1g;Lqud@.com>, Christy Kawai
<christy.kawai@_fj._gg_n1>, Robert Badgley <3gQ@_visiona_r_yg[wpl3_.com>, Stephanie Graham
<.sterLl1a_r1e@_\A3Qn.atygr1>.uria1<:2m>. "gE1l1r_i.e1Le@_\/_i.s_i<_m.aLvgmr.3Ja._c_q_m."
<gabrielle@visionarygQupla.com>, Stuart Fingerhut <stuart.fingerhut@visionaryg[9_upla.com>,
Britta nv Cappetta <bJl£t_EAYeCéF2F2£i.TE.@c\Li;l9_0_€iEY8L<LuE3i€11C_13_fT_1.>
Subject: Faraday Future Master Services Agreement for Review
Hello Isaac,
As you are aware, we are looking to move on our Pebble Beach project quickly. In order to help facilitate
that, I would like to start the legal review process early. This is not an indication that the project will be
rewarded to The Visionary Group. It is help expedite the legal review process.
I have attached our standard Master Services Agreement form. Please review. If agreeable, this is the
document we will move forward with along with a Statement of Work for the upcoming project.
Please let me or Lisa know if you have any questions.
Brian
Faraday Future
Brian Fowler
i:;::' Purchasing Specialist, Non—Production Purchasing
i ;-Z +1 310 293 3137
Gardena, CA 90248
if
r
BUSINESS INFORMATION AND TRADE REFERENCES
Company name FARADAY&FUTURE INC. . Date business commenced May 2014
; M I
I Accouniing Contact. Patty Perez [....I 3059 propriet0r.5hip
Luan Choi I
Phone 1 rax 424-295-2651 ' E1) Partnership

. Email invoicing@faradayfuture.com ' Corpomtion I
Regis'terr;7d company address 18455 S FIGUEROA ST Other I

City, State ZIP Code GARDENA, CA 90248 ,
I DUNS .4 079650952
em 4 47-1223806 =
COMPANY BANK REFERENCES
I Ba”'< “am” I— C"“‘€*°‘

I Primary business address Phone ;
IGIV» SW9 ZIPCWQ

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Account number Type of account lZISavings IZI Checking D Other

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I . BUSINESS/TRADE REFERENCES I
cemeenv Contact
I ’‘‘-’‘’”“-5‘ ‘— Ph°”e ;
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5 Company name Contact I—
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Address §— : Phone
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1. All invoices will be paid 30 days from the date of the invoice or otherwise agreed.
2. By providing this information FARADAY& FUTURE INC. authorizes the receiving vendor to make inquiries into the banking and business/trade references
above that we have provided.
i4 {
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. A 0 L 0
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EXHIBIT “C”
EXHIBIT “C”
From: Brian Fowler <brian.fow|er@ff.com>
Date: Friday, July 27, 2018 at 1:20 PM
To: Tom Jenkins <tom.jenkins@visionarygroupla.com>, Lisa Tseng <|isa.tseng@ff.com>
Cc: Isaac Ugay <isaac@visionarygroupla.com>, Danielle Brosh <danielle.brosh@visionarygroupla.com>
Subject: RE: [EXTERNAL] MSA Revisions/Notes
Hello Tom,
Attached are the most recent comments/edits of the MSA from our legal team. They accepted most of the
changes but had a couple of additions. Please review.
Ban
Faraday Future
Brian Fowler
Purchasing Specialist, Non—Production Purchasing
+1 310 293 3137

Gardena, CA 90248
From: Tom Jenkins <tom.jenkins@visionarygroup|a.com>

Sent: Thursday, July 26, 2018 10:58 AM
To: Brian Fowler <brian.fowler@ff.com>; Lisa Tseng <lisa.tseng@1"f.com>
Cc: Isaac Ugay <isaac@visionarygroupla.com>; Danielle Brosh <danie||e.brosh@visionarygroup|a.com>
Subject: [EXTERNAL] MSA Revisions/Notes
Brian,
Please see attached the MSA notes from our legal. Also, conrming the payment terms in the SOW will
reect what we had previously discussed, which will be 50% due ASAP once approved (estimate of August 7"‘
for a two—week turn around), a 30% payment due the following week, and the remaining 20% (plus any
approved overages) due 30 days after receipt of invoice.
If there are any questions, please let me know.
Tom Jenkins
y Chief Financial Ofcer | The Visionary Group
if:
1".‘
ms‘
l:

D: 323.822.5025 X 132
C: 949.280.2403
Los Angeles | New York
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This e—mai|, including any attachments, is the property of The Visionary Group, LLC. This transmission may contain information that is privileged,
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This Services Agreement (the “Agreement”), effective as of the date last signed below (the “Effective
Date”), is entered into by and between Faraday&Future lnc., a California corporation located at 18455 S. Figueroa
St., Gardena, CA 90248 (“Faraday”) and The Visionary Group, a California limited liability company located at 5890
W. Jefferson Blvd. #M Los Angeles, CA 90016 (the “Service Provider”).
WHEREAS, Service Provider has the capability and capacity to provide [DESCRIPTION OF SERVICES];
WHEREAS, Faraday desires to retain Service Provider to provide the said services under the terms and
conditions hereinafter set forth, and Service Provider is willing and able to lawfully perform such services;
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinaer set forth and for
other good and valuable consideration, the receipt and sufciency of which are hereby acknowledged, Service
Provider and Faraday (hereinaer, collectively, the “Parties”, or each, individually, a “Party”) agree as follows:
I. Services. Service Provider shall provide to Faraday the services (the “Services”) and any
Deliverables (dened below) set out in one or more statements of work to be issued by Faraday and accepted by
Service Provider (each, a “Statement of Work”).
l.l The initial accepted Statement of Work is attached hereto as Exhibit A, and incorporated
herein by reference. Any additional Statements of Work shall be deemed accepted and incorporated into this
Agreement only if signed by each Party. The Service Provider shall provide the Services (a) in accordance
with the terms and subject to the conditions set forth in the respective Statement ofWork and this Agreement;
(b) using personnel of required skill, experience, and qualications; (c) in a timely, workmanlike, and
professional manner; and (d) in accordance with Applicable Law (defined below) and the highest professional
standards in Service Provider's eld. Any material change in any Statement ofWork shall require a “Change
Order” signed by authorized representatives of both parties.
1.2 “Deliverables” means any information, material or item, whether in writing or verbal,
regardless ofits physical form or characteristics, and whether completed or in-progress that is: (i) specically
listed as a deliverable in the applicable Statement of Work; or (ii) produced by or on behalf of Service
Provider in connection with Service Provider’s performance under this Agreement; or (iii) derived ‘om
Faraday Condential Information.
1.3 “Applicable Law" means any local, state or Federal act, statute, law, ordinance, code,
regulatiomjudgement, award, rule, or case law governing the provision and/or receipt ofthe Services and/or
either Party’s obligations under this Agreement.
1.4 “Affiliates” means each Party’s respective current and future business entities that, directly
or indirectly, control, are controlled by, or are under common control with such Party. “Control” for these
purposes means the legal, benecial, or equitable ownership, directly or indirectly, of more than 50% ofthe
capital stock ofthe entity ordinarily having voting rights.
2. Service Provider Oblivations. Service Provider shall:
2.I Appoint representatives to the following positions:
(a) A primary contact, reasonably available during Faraday’s regular business hours,
to act as its authorized representative with respect to all matters pertaining to this Agreement (the
“Service Provider Contract Manager").
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(b) A sufcient number of employees, agents or contractors to perform the Services
set out in each Statement ofWork (collectively, with Service Provider Contract Manager, “Provider
Representatives").
2.2 Make no changes in the Service Provider Contract Manager except either:
(a) With the prior written consent of Faraday.
(b) At the request of Faraday, in which case Service Provider shall promptly appoint
a replacement.
(c) Upon the resignation, termination, death, or disability of the existing Service
Provider Contract Manager.
2.3 Assign only qualied, licensed (where applicable), and legally authorized Provider
Representatives to provide the Services.
2.4 Comply with Applicable Law in providing the Services.
2.5 Comply with all Faraday rules, regulations, and policies ofwhich Provider has been made
aware ofin its provision ofthe Services.
2.6 Maintain complete and accurate records relating to the provision ofthe Services under this
Agreement (in a manner similar to that which Service Provider maintains for its customers generally),
including records ofthe time spent and materials used by Service Provider in providing the Services in such
form as Faraday shall approve. During the Term and for a period of 5 year(s) thereaer, upon Faraday's
written request, Service Provider shall allow Faraday or Faraday's representative to inspect and make copies
of such records; provided that Faraday provides Service Provider with reasonable advance written notice of
the planned inspection, and any such inspection shall take place during regular business hours, no more than
twice per year.
3. Farada Oblivations. Faraday shall:
3.] Designate one of its employees or agents to serve as its primary contact with respect to this
Agreement and to act as its authorized representative with respect to matters pertaining to this Agreement
(the “Faraday Contract Manager”), with such designation to remain in force unless and until a successor
Faraday Contract Manager is appointed, in Faraday's sole discretion.
3.2 Require that Faraday Contract Manager respond promptly to any reasonable requests from
Service Provider for instructions, information, or approvals required by Service Provider to provide the
Services.
3.3 Provide timely responses to inquiries by Service Provider, and access to materials and
personnel reasonably necessary to render the Services.
3.4 Not intentionally interfere with Service Provider’s ability to perform or deliver the
Services.
4. Fees and Exenses.
4.1 For the Services to be performed hereunder, Faraday will pay to Service Provider a fee
detemtined in accordance with the fee schedule set out in each Statement ofWork. Unless otherwise provided
_, in the Statement of Work, said fee will be payable within thirty (30) days of receipt by Faraday ofan invoice
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from Service Provider accompanied by documentation reasonably requested by Faraday supporting all
charges.
4.2 Unless otherwise specically set forth in the relevant Statement ofWork, Service Provider
shall bear all of its own expenses arising from the performance ofits obligations under this Agreement. If,
pursuant to the relevant Statement of Work, Faraday is to reimburse certain expenses of Service Provider,
such expenses must be pre-approved, in writing, by the Faraday Contract Manager, within thirty (30) days of
receipt by Faraday of an invoice 'om Service Provider accompanied by receipts and supporting
documentation acceptable to Faraday. All Service Provider expenses not pre-approved by the Faraday
Contract Manager or not otherwise meeting the requirements ofthis Agreement or the Statement of Work to
which it applies shall be the sole responsibility ofthe Service Provider.
4.3 Faraday reserves the right to return all invoices or related documents submitted
incorrectly, and/or to withhold any payment on invoices for fees or expenses that Faraday disputes in good
faith, pending the resolution ofsuch dispute.
4.4 Faraday shall be responsible for any overtime charges for Service Provider personnel that
are approved by Faraday in advance in writing.
4.5 The Parties to this Agreement acknowledge and agree that Service Provider shall not be
responsible for any compensation to any person, entity, third party or otherwise, with respect to lost,
damaged, and/or missing chattel or real property; provided, however, that Service Provider shall be
responsible for the acts, omissions, negligence or misconduct of its employees, subcontractors,
representatives, and agents that result in any personal and real property damage.
5. Intellectual Proert.
5.1 Service Provider Ownershi. Nothing in this Agreement shall prohibit Service Provider
from reproducing, disclosing, selling, distributing, obtaining copyright registration for or otherwise using any
materials. products, or concepts developed by Service Provider prior to or independent of its work under this
Agreement (the “Service Provider Property”), all of which shall remain the property of Service Provider.
Service Provider shall bear the burden ofproving that any materials, products or concepts incorporated into
the Deliverables constitute Service Provider Property. Notwithstanding any terms hereof, Service Provider
hereby grants Faraday and Faraday Afliates a perpetual, non-exclusive, worldwide, royalty-free license to
use the Service Provider Property to the extent reasonably necessary to use the Service Provider Property to
obtain the benet of the Services and/or to use, display, perform, maintain, modify, enhance, perform,
distribute, combine with others, copy and/or create derivative works of the Deliverables (dened in
SECTION 5.2); rovided, however, that if the Service Provider Property includes third party software,
Service Provider shall either license same directly to Faraday and Faraday Afliates or shall assist Faraday
and Faraday Afliates in obtaining said license from the applicable soware manufacturer directly. It shall
be Service Provider’s responsibility to identify any third party software immediately to Faraday, but in no
event later than the applicable delivery date to Faraday.
5.2 Farada Ownershi. All Deliverables under this Agreement shall be and remain the sole
property of Faraday and shall be delivered to Faraday according the timeframe specied in any Statement of
Work or, if no timeframe is specied in any Statement of Work, upon the written request of Faraday or the
termination or expiration of this Agreement, whichever is earlier. Service Provider shall not, without the
prior written consent of Faraday, use, or permit the use of, any Deliverables, or any materials or information
supplied by or on behalf of Faraday, Faraday Afliates, and/or any of their successors or assigns for any
purpose other than the Service Provider’s performance under this Agreement. To the extent legally required,
Service Provider shall assign its entire right, title, and interest in and to any Deliverables to Faraday. Without
limiting the foregoing, any Deliverables shall be deemed a “work for hire” within the meaning ofthe United
States copyright laws to the fullest extent possible. To the extent that any Deliverable does not qualify as a
work made for hire, or to the extent otherwise necessary to perfect Faraday’s ownership therein, Service
Provider (on behalfof itselfand all Provider Representatives) hereby assigns to Faraday, Faraday Afliates,
. __. and each oftheir respective successors and assigns, all right, title and interest in and to the Deliverables. In
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addition to the foregoing assignment, Service Provider hereby grants to Faraday and Faraday’s Affiliates a
perpetual, non-exclusive, fully prepaid license and right under any current and future patents owned or
licensable by Service Provider to the extent necessary to combine the Deliverables or any derivative works
thereof with any hardware and software of Faraday or Faraday’s Afliates or otherwise render the
Deliverables useful to Faraday or Faraday’s Affiliates. Service Provider shall not apply for a patent,
copyright or other right or protection on any Deliverable without the prior written consent of Faraday. At
Faraday’s request, Service Provider shall execute and deliver such further documents and instruments as may
be requested by Faraday to perfect its rights under this Agreement, including any documents required to
register in Faraday’s name, or record the transfer to Faraday of, the patent, copyright or other right or
protection in any Deliverables. If for any reason, including incapacity, Faraday is unable to secure Service
Provider's signature on any document needed to apply for, perfect, or otherwise acquire title to the intellectual
property rights granted to it under this SECTION 5, or to enforce such rights, Service Provider hereby
designates Faraday as Service Provider's attomey-in-fact and agent, solely and exclusively to act for and on
Service Provider's behalfto execute and le such documents with the same legal force and effect as if
executed by Service Provider and for no other purpose.
6. Condentialit. Each Party (each, a “Receiving Party") understands that the other Party (each, a
“Disclosing Party”) may disclose Condential Information (as dened herein) to the other Party in connection with
each Party’s performance under this Agreement. “Confidential Information” means any and all knowledge and
technical and non-technical information that is communicated, in writing or orally, or provided as material, samples
or otherwise, regardless ofits physical form or characteristics, disclosed by one Party to the other, or by/to Afliates
to the extent covered by this Agreement, regardless of being marked as Condential Infomiation or not, including,
without limitation, the existence or terms ofthis Agreement, and all other information that the Receiving Party knew,
or reasonably should have known, was the Confidential Information ofthe Disclosing Party. Condential Information
does not include any information that: (a) is or becomes generally available to the public other than as a result of
Service Provider's breach ofthis Agreement; (b) is obtained by Service Provider on a non-condential basis from a
third-party that was not legally or contractually restricted from disclosing such information; or (c) Service Provider
establishes by documentary evidence, was lawfully in Service Provider's possession prior to Faraday's disclosure
hereunder. The Receiving Party shall protect Condential Information and hold the Condential Information in strict
condence and not disclose such information to third parties or use such information for any purposes other than the
Receiving Party’s performance of this Agreement. The Receiving Party will limit the use of and access to the
Disclosing Party’s Condential Information to the Receiving Party’s ofcers, employees, agents, consultants,
subcontractors, legal advisors, financial advisors, nancing partners, investors, potential investors, or independent
contractors (each, a “Representative” or collectively the “Representatives”) who have a demonstrable need to know
of the Condential Information and who have agreed to comply with the terms of the condentiality; provided,
however, the Receiving Party shall remain liable for the failure of any of its Representatives to maintain the
condentiality of any Condential Information. Upon Faraday's request or the termination of this Agreement,
whichever is earlier, Service Provider shall promptly return all documents and other materials received from Faraday.
Service Provider agrees that any breach or threatened breach of this Section 6 could cause not only nancial harm,
but also irreparable harm, to Faraday, and that money damages will not provide an adequate remedy. As such, in
addition to any other rights or remedies provided hereunder or by Applicable Law, Faraday shall be entitled to
injunctive relief for any threatened or actual breach ofthis SECTION 6, without proof ofdamages or the need to post
security.
7. Term Termination and Survival.
7.1 This Agreement shall commence as ofthe Effective Date and shall continue thereaer until
the completion ofthe Services under all Statements ofWork, unless sooner terminated pursuant to SECTION
7.2 (the “Term.”)
7.2 Faraday, in its sole discretion, may terminate this Agreement or any Statement of Work, in
whole or in part, at any time without cause, and without liability except for required payment for services
rendered, and reimbursement for authorized expenses incurred, prior to the termination date, by providing at
least fteen (I5) days’ prior written notice to Service Provider.
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7.3 Either Party may terminate this Agreement, effective upon written notice to the other Party
(the “Defaulting Party”), ifthe Defaulting Party:
(a) Breaches this Agreement, and such breach is incapable of cure, or with respect to
a breach capable ofcure, the Defaulting Party does not cure such breach within thirty (30) days after
receipt of written notice of such breach. Notwithstanding the above, any breaches or threatened
breach ofthe Intellectual Property (SECTION 5) or Condentiality (SECTION 6) provisions ofthis
Agreement shall be grounds for immediate termination, without notice or a cure period.
(b) Commits any act or becomes involved in any situation or occurrence which brings
Faraday or any Faraday Afliates into public disrepute, contempt, scandal or ridicule, or which
damages or disparages the goodwill or reputation of Faraday or Faraday Afliates, or which reects
unfavorably upon Faraday or Faraday Afliates, as reasonably determined by Faraday in its
discretion, and Service Provider fails to cure such actions within five (5) business days of notice
from Faraday, to Faraday’s reasonable satisfaction
(c) Becomes insolvent or admits its inability to pay its debts generally as they become
due.
(d) Becomes subject, voluntarily or involuntarily. to any proceeding under any

domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7)
business days or is not dismissed or vacated within forty-ve (45) days after ling.
(e) Is dissolved or liquidated or takes any corporate action for such purpose.
(f) Makes a general assignment for the benet of creditors.
(g) Has a receiver, trustee, custodian, or similar agent appointed by order of any court
ofcompetentjurisdiction to take charge ofor sell any material portion ofits property or business.
7.4 Upon expiration or termination ofthis Agreement, for any reason, Service Provider shall,
in addition to all other obligations set forth hereunder, promptly:
(a) Deliver to Faraday all documents, work product, and other materials, whether or
not complete, prepared by or on behalfofservice Provider in the course of performing the Services
and for which Faraday has paid.
(b) Return to Faraday all Faraday—owned property, equipment, or materials in its

possession or control.
(c) Remove any Service Provider-owned property, equipment, or materials located at

Faraday's locations.
((1) Deliver to Faraday, all documents and tangible materials (and any copies)
containing, reflecting, incorporating, or based on Faraday's Condential Information (as provided
by SECTION 6.)
(e) Provide reasonable cooperation and assistance to Faraday, upon Faraday‘s written
request, in transitioning the Services to an alternate service provider.
(f) On a pro rata basis, repay all fees and expenses paid in advance for any Services
which have not been provided as ofthe date oftermination.
(g) Permanently erase all of Faraday's Condential Information from its computer
systems.
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(h) Certify in writing to Faraday that it has complied with the requirements of this
SECTION 7.4.
7.5 The rights and obligations of the Parties set forth in this SECTION 7 and SECTION 5,
SECTION 6, SECTION 8, SECTION 9, SECTION 9.2, SECTION 12, SECTION 14, SECTION I4,
SECTION 222, SECTION 21, SECTION 22 and SECTION 23, and any right or obligation ofthe Parties in
this Agreement which, by its nature, should survive termination or expiration ofthis Agreement, will survive
any such temtination or expiration ofthis Agreement.
8. Indeendent Contractor. It is understood and acknowledged that the Services which Service
Provider will provide to Faraday hereunder shall be in the capacity of an independent contractor and not as an
employee or agent of Faraday. Service Provider shall control the methods, operations, funds. conditions, time, details,
and means by which Service Provider perfonns the Services. Faraday shall have the right to inspect the work of
Service Provider as it progresses solely for the purpose of determining whether the work is completed according to
the applicable Statement of Work. Service Provider has no authority to commit, act for or on behalfof Faraday, or to
bind Faraday to any obligation or liability. Service Provider shall be solely responsible for the employment, control,
and conduct of all Provider Representatives, and Service Provider shall be solely responsible for making all
withholdings and payments ofall payroll taxes and similar obligations, including income taxes, FICA, social security
taxes, federal and state unemployment insurance contributions, state disability premiums, workers compensation,
and/or any similar taxes and fees relating to the Services, for each of its Provider Representatives. As such, Provider
Representatives are not entitled to any employment rights or benets from Faraday and shall in no way be deemed
and/or construed to be employees of Faraday. Faraday shall have no power to hire, discipline or re Provider
Representatives or to supervise or control their work schedules or conditions ofemployment, except as otherwise set
forth herein.
9. Indemnication.
9.] Each Party shall indenmify, defend, and hold harmless the other Party, and its Affiliates and
each of their respective officers, directors, employees, agents, representatives, successors, and permitted
assigns (collectively, ’’Indemnified Party”) from and against any and all losses, damages, liabilities,
deciencies, claims, suits, proceedings, actions, judgments, settlements, interest, awards, penalties, nes,
fees, costs, or expenses ofwhatever kind, including reasonable attorneys‘ fees, and the costs ofenforcing
any right to indemnication under this Agreement, and the cost of pursuing any insurance providers,
incurred by Indemnied Party (collectively, “Losses”), relating to, arising out of, or resulting from: (i) the
negligence, fraud or willful misconduct ofsuch Party, including its Representatives; (ii) any failure ofsuch
Party to comply with Applicable Law, including such Party’s Representatives in carrying out their
respective obligations hereunder; and/or (iii) any breach ofthis Agreement, including any obligation,
covenant, representation, or warranty made hereunder by such Party, including its Representatives.
9.2 Service Provider shall indemnify, defend, and hold harmless Faraday, its Afliates and each of
their respective Indemnied Parties from and against any and all Losses relating to, arising out of, or
resulting from (i) the failure by Service Provider to pay wages, reimbursements, unemployment or similar
tax, insurance premium, worker benets or other amounts when due regarding Provider Representatives;
(ii) claims by Provider Representatives under worker’s compensation or similar employee benet acts; (iii)
any allegation that the Services or any Deliverables (as delivered by Service Provider or as modied either
by Service Provider, at Service Provider’s direction, or in a reasonably foreseeable manner) infringes or
constitutes a misappropriation or unlawful use or disclosure ofthe intellectual property rights ofany third
party; and/or (iv) any claims made by Provider Representatives for violations ofany employment statute
and/or the Labor Code, including, without limitation, actual or alleged worker misclassication. Service
Provider shall not enter into any settlement without the Indemnied Party’s prior written consent.
10. Remedies and Limitation of Liabilit.
10.1 Ifthe Service Provider violates or threatens to violate any provision ofthis Agreement, in
addition to any damages or other rights and remedies, Faraday shall be entitled to seek immediate injunctive
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relief, without proof ofdamages or the need to post security, against the Service Provider prohibiting actions
inconsistent with the Service Provider's obligations under this Agreement.
10.2 To the extent a Party prevails in a legal claim, suit, or proceeding under this Agreement or
any Statement of Work, the non-prevailing Party shall be liable for all attorney's fees and costs incurred by
the prevailing party to enforce the provisions ofthis Agreement.
10.3 All rights and remedies provided in this Agreement are cumulative and not exclusive, and
the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or
remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement
between the Parties, or otherwise.
10.4 Except with respect to Services Provider’s indemnication obligations under SECTION 9
or breach of Service Provider’s condentiality obligations under SECTION 6, neither Party will be liable to
the other for any consequential, indirect, punitive, special incidental, speculative or remote damages
(including lost prots, loss ofrevenue, loss ofgoodwill, loss of reputation) in connection with or arising out
ofany breach of or performance ofthe Agreement. In no event will Faraday’s liability or Service Provider’s
recovery under or with respect to the Agreement exceed 2 times the fees payable by Faraday under the
Agreement.
11. Warranties. Service Provider represents and warrants that: (i) it is duly organized and has the full
right, power, and authority to enter into this Agreement and to perform its obligations hereunder; (ii) it currently is
and shall continue to comply with Applicable Law when carrying out its obligations under this Agreement and that it
possesses any required licenses, permits, permissions, consents or authorizations required for it to fulll its obligations
under this Agreement; (iii) none ofthe Services (including any Deliverables created in the performance thereof) shall
violate, misappropriate or infringe on any patent, copyright, trademark, trade secret, right of publicity or privacy,
condentiality or other intellectual property right of any third party; and (iv) the execution and delivery of this
Agreement and the performance ofits obligations hereunder does not and will not violate any agreement to which it
is a party or by which it is or will be otherwise bound.
12. Insurance. At all times during the Term, Service Provider shall, at its own expense, maintain and
carry insurance in full force and effect with nancially sound and reputable insurers, that includes, but is not limited
to, commercial general liability with limits no less than $1,000,000 per occurrence and $5,000,000 in the aggregate,
including bodily injury and property damage and completed operations and advertising liability, which policy will
include contractual liability coverage insuring the activities ofService Provider under this Agreement. Upon Faraday's
request, Service Provider shall provide Faraday with a certicate of insurance from Service Provider's insurer
evidencing the insurance coverage specied in this Agreement. The certicate ofinsurance shall name Faraday as an
additional insured. Service Provider shall provide Faraday with at least 30 days’ advance written notice in the event
of a cancellation or material change in Service Provider's insurance policy. Except where prohibited by law, Service
Provider shall require its insurer to waive all rights of subrogation against Faraday's insurers and Faraday or the
Indemnied Parties. Service Provider shall also provide workers’ compensation insurance in compliance with
Applicable Law covering any Provider Representatives performing Services for Faraday under this Agreement with a
limit ofnot less than $1,000,000 per accident or disease for each such Provider Representative. Service Provider shall
also provide a certificate of insurance to Faraday evidencing such coverage within thirty (30) days of the Effective
Date.
13. Entire Areement. Except with respect to any duly executed Non-Disclosure Agreement between
the Parties, this Agreement, including and together with any related exhibits, schedules, attachments, and appendices,
constitutes the sole and entire agreement and understanding between the Parties with respect to the subject matter
contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and
warranties, both written and oral, regarding such subject matter.
14. Notices. All notices, requests, consents, claims, demands, waivers. and other communications under
this Agreement (each, a “Notice”, and with the correlative meaning “N0tify”) must be in writing and addressed to the
other Party at its address set forth below (or to such other address that the receiving Party may designate from time to
M time in accordance with this Section). Unless otherwise agreed herein, all Notices must be delivered by personal
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delivery, nationally recognized overnight courier, or certied or registered mail (in each case, return receipt requested,
postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the
receiving Party; and (b) ifthe Party giving the Notice has complied with the requirements ofthis SECTlON l4.
Notice to Faraday: Faraday&Future Inc,

18455 S. Figueroa Street
Gardena, California 90248
Attention: Legal Department
Notice to Service Provider: [SERVICE PROVIDER ADDRESS]

[Facsimilet [NUMBER]]
[Emailr [EMAlL ADDRESS]]
Attention: [TlTLE]
I5. Recordkeein and Audits. At all times (luring the Term, Service Provider agrees to establish and
maintain a reasonable accounting and record keeping system to track its performance ofthe Services and any fees or
expenses incurred under this Agreement. Upon at least ten (IO) days‘ prior written notice, at Faraday’s cost. no more
than twice per year, Faraday may audit the Service Provider’s invoices, accountings and other reasonable records that
relate to the performance ofProvider under this Agreement solely in order to ensure compliance with this Agreement.
16. Severabilit. lfany term or provision ofthis Agreement is found by a court ofcompetentjurisdiction
to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term
or provision ofthis Agreement or invalidate or render unenforceable such term or provision in any otherjurisdiction.
Upon a determination that any term or provision is invalid, illegal, or unenforceable, the court may modify this
Agreement to effect the original intent ofthe Parties as closely as possible in order that the transactions contemplated
hereby be consummated as originally contemplated to the greatest extent possible.
17. Amendments. No amendment to, or modification of this Agreement is effective unless it is in

writing, identified as an amendment to this Agreement and signed by an authorized representative of each Party.
18. Waiver. No waiver by any Party of any ofthe provisions ofthis Agreement shall be effective unless
explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no
failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall
operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or
privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power.
or privilege.
19. Assinment. Service Provider shall not assign. transfer, delegate, or subcontract any ofits rights or
obligations under this Agreement without the prior written consent of Faraday. Any purported assignment or
delegation in violation of this SECTION I9 shall be null and void. No assignment or delegation shall relieve the
Service Provider ofany ofits obligations hereunder. Faraday may at any time assign or transfer any or all ofits rights
or obligations under this Agreement without Service Provider's prior written consent.
20. Successors and Assins. This Agreement is binding on and inures to the benet ofthe Parties and
their respective successors and permitted assigns.
2|. No Third-Part Beneficiaries. This Agreement benefits solely the Parties and their respective
successors and permitted assigns and nothing in this Agreement, express or implied, confers on any third party any
legal or equitable right, benet, or remedy of any nature whatsoever under or by reason of this Agreement.
22. Choice of Law. This Agreement, including all exhibits, schedules, attachments, and appendices
attached to this Agreement and thereto, and all matters arising out of or relating to this Agreement, is governed by,
and is to be construed in accordance with, the laws ofthe State of California, without regard to the conflict of laws
provisions thereof to the extent such principles or rules would require or permit the application ofthe laws of any
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jurisdiction other than those ofthe State of California. The I /N ('0nvcntim1 on ("omracts_/‘or the Intemational Sale of
Goods will not apply to the Contract.
23. Arbitration and Attomes’ Fees. Any dispute arising from or related to this Agreement that is not
settled within the applicable notice or cure periods provided for under this Agreement (the “Dispute”) shall be
arbitrated pursuant to the then-existing rules and procedures ofJ AMS (“JAMS Rules”), which are incorporated herein
by reference, with any and all hearings to be held in Los Angeles County, California. The submitting Party shall
submit such Dispute to arbitration by providing a written demand for arbitration to the other Party and the Parties shall
select a single neutral arbitrator. lfthe Parties cannot agree on a single neutral arbitrator within fteen (I5) business
days after the written demand for arbitration is provided, then the arbitrator shall be selected pursuant to the JAMS
Rules. Once an arbitrator has been selected, the Parties may commence with and engage in discovery in connection
with the arbitration as provided for pursuant to the JAMS Rules, provided that both Parties shall be entitled to submit
expert testimony and written documentation in such arbitration proceeding. The parties may seek any and all remedies
available under applicable law. The decision of the arbitrator shall be in writing and shall be nal and binding upon
both Parties. Any award may be enforced by either Party, as applicable, in a court of competent jurisdiction. The
Parties shall equally split the arbitrator costs and JAMS related fees while the arbitration is pending; provided,
however, the Parties agree that the prevailing Party in such arbitration shall be entitled to an award of its arbitrator
costs and JAMS related fees incurred in connection with the Dispute. The prevailing party shall also be entitled to an
award ofits other reasonable costs and attorneys’ fees incurred in connection with the Dispute.
24. Conversion of Provider Reresentatives. Faraday agrees not to solicit for performance or
employment any employee or contractor of Service Provider providing Services under a Statement of Work that
Faraday learns of solely as a result of this Agreement during the Term of the applicable Statement of Work or for a
period of six (6) months thereafter.
25. Counterarts. This Agreement may be executed in counterparts, each of which is deemed an
original, but all of which together are deemed to be one and the same agreement. Notwithstanding anything to the
contrary in SECTION 14, a signed copy ofthis Agreement delivered by facsimile, email, or other means ofelectronic
transmission is deemed to have the same legal effect as delivery ofan original signed copy ofthis Agreement.
26. Force Maieure. Any delay or failure of either Party to perform its obligations under this Agreement
will be excused to the extent that the delay or failure was caused directly by an event beyond such Party's reasonable
control, without such Party's fault or negligence, and that by its nature could not have been foreseen by such Party or,
if it could have been foreseen, was unavoidable (which events may include, without limitation, natural disasters,
embargoes, explosions, riots, weather, strikes, lockouts, wars, or acts ofterrorism) (each, a “Force Majeure Event”).
Service Provider's nancial inability to perform, changes in cost or availability of materials, components or services,
market conditions, or supplier actions or contract disputes will not excuse performance by Service Provider under this
SECTION 24 and shall not be included in the definition ofForce Majeure Event. Service Provider shall give Faraday
prompt written notice of any event or circumstance that is reasonably likely to result in a Force Majeure Event, and
the anticipated duration ofsuch Force Majeure Event. Service Provider shall: i) exercise all commercially reasonable
efforts to bring the situation caused by any Force Majeure Event under control and to mitigate, the extent, duration
and impact ofany such Force Majeure Event to the extent reasonably possible; (ii) provide periodic notice and update
to Faraday with respect to its actions and plans for actions in accordance with (i) above; (iii) promptly notify Faraday
of the cessation of any Force Majeure Event giving rise to it being excused from performance; and (iv) promptly
resume its performance as soon as reasonably possible after the cessation ofany such Force Majeure Event.
[SIGNATURE PAGE FOLLOWS]
l‘ j.
l‘.
IN WITNESS WHEREOF. the Parties hereto have caused this Agreement to be executed as ofthe Effective
Date by their respective duly authorized representatives.
FARADAY&FUTURE INC. FAR/\DAY&FUTURE INC.
B)/TDD By_._,_?__
Name: Name:
Title: Title:
Date: Date:
THE VISIONARY GROUP
By____D_
Name:
Title:
Date:
:7 if
if
E?
- 4 0 0
EXH\B\T
m_________,
D ___g
- I O 0
EXHIBIT “D”
EXHIBIT “D”
From: Ch risty Kawai <ch risty. kawai@ff.com>
Date: Thursday, August 2, 2018 at 10:43 AM
To: FFPebbleBeach <FFPebb|eBeach@visionarygroup|a.com>
Subject: Our ETA is 11:40am. Please meet us in front of media tent. Jeff, the VP of Operations at
Pebble will be there at 11:30 to greet us.
Faraday Future
Christy Kawai
Sr. Event Specialist
+1 310 713 0988
18455 S Figueroa St,Gardena, CA 90248 Fjggm
FF, inc. email may include content, whether in the body of an email or in an attachment, that is intended to be condential. Delivery of condential material by email not does not diminish
the condential nature of such material. All persons who believe that they have erroneously received any FF, inc. email are requested to delete such email, including any attachments. Any
non-business, personal use of FF, inc. email system is solely the responsibility of the sender, and none of the content of any such email is to be attributed to FF, inc. No one who receives an
email purportedly from FF, inc. should rely on the authenticity or completeness of that email, unless it is received directly from FF, inc.. No person is entitled to copy, forward or otherwise
re-use any material contained in any FF, inc. email, without FF, inc.’s express written permission
;: 1’
iv;
I3
From: Max Nash <max@visionarygroupia.com>
Date: Tuesday, July 31, 2018 at 11:20 AM
To: Christy Kawai <christy.kawai@ff.com>, Elly McCloud <e||y.mcc|oud@ff.com>, Lisa Tseng
<|isa.tseng@ff.com>
Cc: FFPebb|eBeach <FFPebb|eBeach@visionarygroupla.com>, Isaac Ugay
<isaac@visionarygroupia.com>
Subject: Re: [EXTERNAL] Re: The Visionary Group /// Listserv
Hey Christy,
There will be 4x members of our team attending the site visit.
Thanks,
Max Nash
Senior Event Manager | The Visionary Group
Image removed by sender.
Check out our redesign! // mtgj/www.visionarygg)_up|a.com[

(D) 323.822.5025 x128 | (c) 323.332.7411
Los Angeles I New York
Event Marketer's IT LIST I BizBash Innovator 2016

l-V; instagr_aLn_ I facebook I twitter ,
1:;
This e-mail, including any attachments. is the property of The Visionary Group, LLC. This transmission may contain
infonnation that is privileged, condential, and exempt from disclosure under applicable law. if you are not the intended
recipient. you are hereby notified that any disclosure. copying, distribution or use ofthe information contained herein is
STRICTLY PROHIBITED. If you received this transmission in error. please contact the sender and delete the material from the
recipient computer immediately. Thank you.
From: Lisa Tseng <|isa.tseng@ff.com>

To: Max Nash; Christy Kawai; Elly McC|oud
Cc: FFPebbleBeach; Isaac Ugay
Subject: Re: [EXTERNAL] Re: The Visionary Group/// Listserv
Please also let Christy know how many from your team will be there.
Faraday Future
Lisa Tseng
C: 214.717.9148
From: Max Nash <max@visionarygroupla.com>

Date: Tuesday, July 31,2018 at 11:18 AM
To: Christy Kawai <christy.kawai@ff.com>, Elly McC|oud <el|y.mcc|oud@ff.com>, Lisa Tseng
<|isa.tseng@ff.com>
Cc: FFPebbleBeach <FFPebbleBeach@visionarygroupla.com>, Isaac Ugay
<isaac@visionarygroupla.com>
Hey Christy,
Thursday works for our team.
We will be taking the 7:45am ight arriving in San lose at 9:05am. From there its an hour and a half drive so I would
suggest that we set up our appointment with Pebble Beach for 11:00am.
Please let us know if this schedule works for you and we will go ahead and book our travel.
Thanks,
if}
I‘.
Max Nash
Senior Event Manager I The Visionary Group
Image removed by sender. http://i.imgur.com/x40SZ09.png
Check out our redesign! // h_ttp_:/_/www.visionarygrcgplacomz

(D) 323.822.5025 X128 I (C) 323.332.7411

instagram I facebook I twitter
This e-mail, including any zittzielnnents. is the property 0l‘The Visionary Group, [..[..C. This trztnsmission muy contzlin
inI‘orm21tion that is privileged. confidential, and exempt from disclosure under applicable law. l'l‘you ure not the intended
rccipient. you are hereby notified that any disclosure, copying. distribution or use otthc inforinatioit contained herein is
STRICTLY PRO!-v[ll3lTl3I). [fyou received this Irzinsmission in error. please contact the sender and delete the mzttcrizil from the
From: Christy Kawai <christy.kawai@ff.com>

To: Max Nash; Elly McCloud; Lisa Tseng
Cc: FFPebbleBeach; Isaac Ugay
Hi Max,
We spoke with Issac yesterday during his visit and it sounds like your internal team is still guring out the
plans. I'm on standby and can book my travel once the plans are solidied— I'll be the only one from the
Faraday team coming.
However, I think we should consider going up on Thursday instead of Wednesday. Both of us have hard
deadlines tomorrow for the first draft, so let me know if Thursday works for your team as well.
Best,
Christy
E
From: Max Nash <max@visionarygroupla.com>
Date: Monday, July 30, 2018 at 2:47 PM
To: Christy Kawai <christy.kawai@f'f.com>, Elly McC|oud <el|y.mcc|oud@ff.com>, Lisa Tseng
<lisa.tseng@ff.com>
Cc: FFPebb|eBeach <FFPebb|eBeach@visionarygroupla.com>, Isaac Ugay
<isaac@visionarygroup|a.com>
Subject: [EXTERNAL] Re: The Visionary Group /// Listserv
Hey Christy, Elly & Lisa —
Pleasure to e-meet you, really looking forward to working together on this project.
Wanted to follow up to see if you have any updates regarding the site visit this week as we are looking to lock in our
travel ASAP.
Let us know.
Thanks,
Max Nash
Senior Event Manager I The Visionary Group
Image removed by sender. L
{vi
Check out our redesign! // h_ttp_:[/www.visionarygroupla.com[

(D) 323.822.5025 X128 ( (C) 323.332.7411

instagram | facebook | twitter
This e—mail. including any zittztelnnents. is the property ofThc Visionary (iroup. LLC. This transmission may contain
information that is privileged, condential, and exempt from disclosure under applicable law. Ifyou are not the intended
recipient, you are hereby notied that any clisclosure. copying. distribution or use of the informzition contained herein is
STRICTLY PROI llBlTl-ED. If you received this transmission in error. please contact the sencler and delete the material from the
From: Isaac Ugay

Sent: Monday, July 30, 2018 12:07 PM
To: Christy Kawai; Elly McC|oud; Lisa Tseng
Cc: FFPebbleBeach
Subject: The Visionary Group /// Listserv
Hello Lisa, Christy and Elly!
We've created a listserv to help streamline communication. After today's design meeting, we'll be scheduling a
proper kickoff call to introduce you to the full production team. In the meantime, please direct all comms to
this group.
Isaac Ugay
Head of Business Development and Strategy 1 The Visionary Group
5890 West Jefferson Boulevard, Studio l\/I

(D) 323.822.5025 X 121

(C) 714.381.3419
Event I\/|arketer’s IT LIST | Stevie Award Winner I BizBash Innovator I visionarygroupla.<:om I linkedin |
magm I I
This email, including any attachinents, is the property of lhe Visionary Group, LLC. lhis transmission may contain information that is privileged,
conderitial, and exempt from disclosure under applicable law. If you are not the intended recipient, you are hereby notified that any disclosure,
copying, distribution or use of the Information contained herein is STRICTLY PROHIBITED. If you received this transmirsiori in error, please Contact the
I‘ 3_
. V g C
EXH\B\T
,___.€....—«
. . g Q
EXHIBIT “E”
EXHIBIT “E”
From: Isaac Ugay <isaac@visionarygroup|a.com>
Date: Wednesday, August 8, 2018 at 2:05 PM
To: Brian Fowler <brian.fow|er@ff.com>
Cc: Executives <Exec@visionarygroup|a.com>
Subject: Re: Moving Forward with FF
Brian,
We have contacted all vendors and informed them that the event at Pebble Beach has been cancelled. Getting
nal costs and associated kill fees where applicable will take some time to gather‘ We'll work as quickly as
possible, but I don't foresee that we'll be able to have a full reconciliation by EOD today as hoped for.
I'll keep you posted as we get closer to having everything in order.
Ilsaiac Ugay
Head of Business Development and Strategy I The Visionary Group

(D) 3238225025 x 121

(C) 714.381.3419
Event Marketer's IT LIST | Stevie Award Winner I BizBash innovator I visionai'yg[Q_upla,com I linkedin I
i_r1st_agr.atLi I I
This e-mail, including any attachments, is the property of The Visionary Group, LLC. This transmission may contain information that is privileged,
condential, and exempt from disclosure under applicable law. If you are not the intended recipient, you are hereby notified that any disclosure,
copying, distribution or use of the information contained herein is STRICTLY PROHIBITED. If you received this transmission In error, please contact the

Date: Tuesday, August 7, 2018 at 7:23 PM
To: Isaac Ugay <isaac@visionarygroup|a.com>
Subject: Moving Forward with FF
Dear Visionary Group,
it is with our greatest apologies that we must cancel our Pebble Beach Concours event. As the budget
continued to balloon with changes in scope, the upper level leadership of the company, including the CEO,
saw this as too much risk and decided to cancel the deal. We are prepared to help reconcile any hard costs
incurred by TVG in the project. We request that you provide us an itemized list of costs and we will begin that
process.
Moving forward, we would like to continue a relationship with TVG. During this process we got to see rst
hand the quality that TVG provides and would like to maintain a positive relationship. To that end, we have
an event upcoming (August 28) at our Hanford, CA manufacturing plant to reveal our Gamma Line Off (test
vehicle production) and would like to extend the invite to TVG to work with us on that project. We have not
yet internally decided the scope of the project yet, but it will be a single day event in a much more cost
friendly part of the state with minimal fabrication required. We understand that FF is a risk given the recent
events, but would like to do what we can now to repair that relationship.
If you have any other questions please contact me or Lisa Tseng.
Ban
Faraday Future
Brian Fowler
Purchasing Specialist, Non-Production Purchasing
+1 310 293 3137

Gardena, CA 90248
. ‘ 0 '
EXHIBIT
- ~ 0 0
EXHIBIT “F”
EXHIBIT “F”
From: Brian Diamond <brian@visionarygroup|a.com>
Date: Thursday, August 16, 2018 at 3:52 PM
To: Brian Fowler <brian.fowler@ff.com>, Isaac Ugay <isaac@visionarygroupla.com>, Lisa Tseng
<|isa.tseng@ff.com>
Cc: Robert Badgley <Rob@visionarygroup|a.com>, Lane Bensussen
<lane.bensussen@visionarygroup|a.com>, Tom Jenkins <tom.jenkins@visionarygroup|a.com>,
Stephanie Graham <stephanie@visionarygroupla.com>, Adrian Alvarado <Adrian.Alvarado@ff.com>,
Danielle Brosh <danielle.brosh@visionarygroupla.com>
Subject: Re: [EXTERNAL] Re: Cancellation Terms
Hi Brian,
Rob and I spoke to Lisa earlier today. Per our conversation, we understand your/FF
position on the Kill Fee, so we've decided to give you a significant discount based on
the below structure.
Attached is our agency labor/hours breakdown spent on this project which is

$111,850.00. You will see on the same sheet our agency labor Rate Card. Feel free to
cross reference the hours and respective staff if needed.
Also, attached is an invoice for immediate payment for three items:
1. In—house labor/services rendered: $111,850.00

2. Out of pocket expenses that need to be reimbursed: $48,961.12
3. Kill Fee: $25,000.00
Given the aforementioned and our previous fees discussed, your final bill now shows a
cost savings of: $54,870.99
If you decide to hire TVG for future programs, we're happy to apply the $25K Kill Fee to
that project. Or, we can waive the Kill Fee all together — but would need a signed
contract and deposit for the future program. If the Kill Fee is waived, this brings your
total savings to: $79,870.99
As you know, we moved at lighting speed to get this project off the ground for you.
Typically, we wouldn't have done so without a signed agreement and deposit protecting
our agency from last minute cancellations like this. This was also expressed over many
*3 calls and in writing while the contract was being reviewed, which was understood from
y: both parties. But, we are willing to make an exception for FF and in good faith,
l'.
continue a strong partnership and hopefully work on something else in the near future.
Having said that, this is the absolute minimum we're willing to go as any less than this
would be a significant financial blow to our agency.
Let us know if you have any questions.
Thanks,
Ban
Brian Diamond
The Visionary Group
THE
GROUP
ym.w...\Lis.i.9n.a_ry9£9_u9J,a_.com
(D) 323.822.5025 x102l (C) 323.244.0061
Event Marketers IT LIST I l_3izBash innovator 2016

i_r\_s:agrwlf_ac_e>L2gr$|:w_iLte_r
n i
Whitewalls Fabrication and Production
lllil/M/._l1_ll_l3_V‘/_§,S.i€i_t>._C<.lf.TlZ
27655 Ave. Hopkins Uni1A

Santa Clarita, CA 91355
(D) 323-822-5025 X102 I (C) 323-244-0061

i‘_'
Date: Thursday, August 16, 2018 at 3:11 PM
To: Isaac Ugay <i_§ggg@visionarygmupla.com>, Lisa Tseng <lisa.tseng_@ff.com>
Cc: Rob Badgley <Rob@visionarygLo_u_pla.com>, Brian Diamond <brian@visionaryg_r_o__upla.com>, Lane
Bensussen <lane.b_erLwsse_r;@_\sLgr1a_rygLgu.p_Lz;Lg9_m>, Tom Jenkins
<tom.jenkins@visionaryg[9_gpla.com>, Stephanie Graham <;t_-sgphanie@x/isionarygrg_upla.<:om>,
Danielle Brosh <clanielle.brosh@visionarygLoupla.com>, Adrian Alvarado <Adrian.Alvarado@ff.com>
Subject: RE: [EXTERNAL] Re: Cancellation Terms
Isaac,
Will you be able for a phone call on Monday or Tuesday with my manager and l to discuss the kill fee
associated with Pebble Beach?
Brian
Faraday Future
Brian Fowler
+1 310 293 3137

Gardena, CA 90248
From: Brian Fowler

Sent: Tuesday, August 14, 2018 8:39 AM
To: ‘Isaac Ugav' <i_s_a_a1:.@_xis.i.9_na1ygrgu Lisa Tseng <.l..i.s...7c.i..,.._t_s__.<J.1g@.ff,_§.g.in>
Cc: Robert Badgiev <KQQ@_Ml.§l.QJl€i£Y8£Q!é.Rl§L§Qm.>} Brian Diamond <._l..3...!ll..a..i.]..@.M.l§.l.§l[l.§=llCY8lfQL!.Rl.§J;Q.m>} Lane
Bensussen <l§_L1§1L?_§.U§.lA§.§§_@.MliQ[E_C¥ELQL1F§:§.Qm>; Tom Jenkins <ts2_..rr1.J‘..e_sriLin.s¢_@27_.\Li§i_c.>1ri_..2;Lx/.g:gu.m_;L@m>;
Stephanie Graham <.5i;9.Ql1§iDJ£:.@_\§.lQ.D_§£.Y8£QLAiQ.l§JZ2m.>; Danielle Brosh
<danielle.brosh@visionaryg;Q_upla.com>
Subject: RE: [EXTERNAL] Re: Cancellation Terms
Isaac,
Thank you for the update. We are reviewing this request internally and l will update the team as soon as I
have more information from leadership.
Brian
Faraday Future
Brian Fowler
+1 310 293 3137

Gardena, CA 90248
l‘.
Fr°m= isaac Ugav <1§é.§_C_@_\!.l.§l.QD§£Y8[Q_U.l?.l.§;.QQm.>
Sent: Monday, August 13, 2018 11:34 PM
To: Brian Fowler <_b_r_ia_n_.f9_vv&_r_@_ff.com_>; Lisa Tseng <li§_a_,;s;§_ng@._cg_n;>
Cc: Robert Badgley <EQ_l|;£7.17_\/l_5L(2L_iEi_EYE§£QLJ.l2l_€i.;Q9i”_n.>} Brian Diamond <L3.J’_l.E3_Li..@_\ll_-El.QL1_a,L\ll%!‘_C>_l.J.l3§L§.C>_Li1>; Lane
Bensussen <l§_iL€_-_l219_D.§LL§§;_<:.@_¥i§iQI)..6LiJl8EQ_lAF21i£Q[Li>; Torn Jenkins <’£.<_>_Fl’i,-J<?_l7.l$i,lJ_5;.@1?A/,i.<2.3:i.Lll8.l’_€.3_L_1 p_l_a_.gem.>;
Stephanie Graham <stenlian.Le.@x_§_i9.n_a_tvg.r9upl.a_.g9m.>; Danielle Brosh
<Qan.l..§.l2LQ§tl.@_il.L§.E2.£LEiEYE.l1>.lJ.E1l§.;.§_Q.m>
Subject: [EXTERNAL] Re: Cancellation Terms
Brian and Lisa, I'll be out of the office for the remainder of the week. Will you please provide an ETA for when
we can expect to receive payment?
Please reply all to keep my key folks informed of the status. Thank you.
llsaac Ugay
Head of Business Development and Strategy | The Visionary Group

(D) 323.822.5025 x 121

(C) 714.381.3419
Event Marketer's lT LIST | Stevie Award Winner | BizBash Innovator | visionarygro_upla.com | linkedin l
instag | facebook | twitter
copying, distribution or use of the information contained herein is STRICTLY PROHIBITED. If you received this transmission in error, please contact the
From: Isaac Ugay <i_saac@visionarygg>up_l;a.com>

Date: Friday, August 10, 2018 at 4:39 PM
To: Brian Fowler <_i;rian.fowler@ff.com>, Lisa Tseng <lisa.tseng@ff.com>
Cc: Robert Badgley <Rob@vision_egygrc_)upla;com>, Brian Diamond <brian@visionarygLgupla.com>,
Lane Bensussen <lane.bensussen@visionaryg;typla.corn>, Tom Jenkins
<tom.jen|<ins@visionarygLoupla.com>, Stephanie Graham <§t3phanie@visionarygmupla.com>
Subject: Re: Cancellation Terms
Brian,
We've completed the reconciliation for FF @ Concours d’Elegance. A PDF of the Budget outlining costs + kill
fee and the invoice with wiring instructions are attached. Please advise on when the invoice will be paid. We
can pick up on any future projects once all of this has been resolved.
Thank you.
llsaac Ugay
Head of Business Development and Strategy I The Visionary Group

‘-1 Los Angeles, CA 90016
l‘_'
(D) 323.822.5025 x 121
(C) 714.381.3419
.E_v;e_ti.t..M;1i:l:ete.i:.Ls_..l.I_L.l§.T I ..5..1_.<.i.\_’IE.AL/M.ii3£d_._W1£l.I3_<:li I .812.E§.a.s.I1J_m19_va:ttt I .\./..l._él_C.2.£l_<i:1.._F.Y8[Q_l4I2E.QQ1 I I.irJ_ked.ii1 I

i_n§_t:a.gca..r11 I I t.wi_tt__et
This email, including any attachments, is the property of The Visionary Group, LLC. This transmission may contain information that is privileged,
confidential, and exempt from disclosure under applicable law. If you are not the intended recipient, you are hereby notied that any disclosure,
copying, distribution or use of the information contained herein is STRICTLY PROHIBITED. If you received this transmission in error, please contact the
From: Tom Jenkins <tom.jenkins@visionaLygroupIa.<&m_>

Date: Tuesday, August 7, 2018 at 2:25 PM
To: Brian Fowler <brian.fowler@jf_.com>
Cc: Isaac Ugay <isaac@visionarygrou_pIa.com>
Subject: Cancellation Terms
Brian,
See below cancellation terms for the Letter of Intent. Please let me know if there are any questions.
Thanks.
Cancellation Terms
If Client (Faraday Future) cancels the Event at any time, The Visionary Group (TVG) shall be reimbursed for all
approved Version 2 budget expenses or fees that TVG has paid or is contractually obligated to pay on behalf
of the Client. Should the Client cancel the Event, Client is responsible for a ”CanceIIation Fee” of
$191,720.99, which is equal to 75% of the Version 2 Production Fee of $255,627.99.
Tom Jenkins
Chief Financial Officer | The Visionary Group

D: 323.822.5025 x 132
C: 949.280.2403
Event Marketer's IT LIST | Gold Stevie Award Winner | BizBash Innovator
visionarygroupla.com I linkedin I instagram | facebook I twitter
condential, and exempt from disclosure under applicable law. lfyou are not the intended recipient, you are hereby notied that any disclosure,
copying, distribution or use of the information contained herein is STRICTLY PROHIBITED. if you received this transmission in error, please contact the
.. sender and delete the material from the recipient computer immediately. Thank you.
Ifj
ri
if
- ' O O
’:.’-’:=.!-=2='=Ez$:«57E=:=E§€=f,/‘Ea $._,,:42_;. .¢=;g==,<,:e=:s ~24::,.Z.';2i‘;=.:.;;2 ’ » §.:§§... 1- ‘- ‘éEsE$==..'.S/5 - M
‘(he Visionary Group Client: Faraday Future
5590 W. Jefferson Bivd Contact: Lisa Tseng

Studio M E-mall: llsa.tseng@fi.com
323.822.5025
323.469.4633
Job: FF @ Pebble Beach CDIICDLIIS

Pebble Beach Contours
Venue: d'E|egance
Event Date: 8.21 - 8.26
Hours:
Guest Count: TBD
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The Visionary Group lnvoice
5890 W. Jefferson Blvd, Studio M
(949) 280-2403
ar@visionarygroup|a.com
www.visionarygroup|a.com
BELL TO ‘ ‘ " ' '

Faraday & Future Inc.
18455 S Figueroa St
Gardena, CA 90248
United States
%% ' 7 DATE A . TOTAL DUE DUE SAFE “reams El\§CL.OSED

081618-O1 08/16/2018 $185,811.12 08/16/2018 Due on receipt
DAT Vl’)ESCRlP'l“lOl\l H H my FlA"l"E‘:‘I A AMQUN '1"

08/16/2018 Actuals 1 48,961.12 48,961.12
08/16/2018 Agency Labor 1 111,850.00 111,850.00
08/16/2018 Kill Fee 1 25,000.00 25,000.00
BALANCE DUE $-185,81 -L12
if;
WlRE:Wells Fargo, 111 W. Ocean Blvd, Long Beach CA 90802

«if Rout#121000248, Acc#3281938989

Visionary Group V Faraday Future

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FILED _ _

Superior Court of California

6 Attorneys for Plaintiff THE VISIONARY

10 COUNTY OF LOS ANGELES

13 Plaintiff, COMPLAINT FOR:

15 FARADAY & FUTURE, INC. DBA 2) BREACH OF WRITTEN

2 (“Defendant” or “Faraday”) choice to purposefully disregard Defendant’s contractual obligations

3 to Plaintiff THE VISIONARY GROUP (“Plaintiff’ or “TVG”). Notwithstanding TVG’s services

12 performed by Plaintiff for Defendant in Los Angeles, California.

15 Street, Gardena, California. Defendant is a California citizen.

16 3. The amount in controversy in this matter exceeds $25,000, exclusive of interest,

17 costs, and fees.

20 4. Plaintiff is a limited liability corporation organized under the state of California.

23 in Los Angeles, California, and doing business throughout California.

2 amendment to this Complaint when the same are known.

8 focused on the development of electric vehicles.

9 8. On or about May 5, 2018, Faraday contacted TVG to inquire as to TVG’s services

10 to promote Faraday’s electric vehicles.

12 services, and specifically, creating and producing events. (Exhibit A).

15 funds necessary to pay TVG. (Exhibit B).

2 ambassadors, cleaning crews, car detailers, production assistants) (the “Services”).

4 agreed to perform the Services as a rush and on a “rush fee.”

12 understood what each was required to do. (Exhibit C).

22 limited to, hiring three independent contractors.

24 display a Faraday vehicle at the Pebble Beach Event.

2 for its Services for the Pebble Beach Event.

9 $255,627.99.” (Exhibit E).

20 Pebble Beach Event.

21 FIRST CAUSE OF ACTION

22 (Breach of Oral Contract — Against All Defendants)

24 26, inclusive, of the Complaint as if fully set forth herein.

6 execution of the Services for the Pebble Beach Event.

7 30. In exchange for TVG’s Services, Faraday is contractually obligated to compensate

11 in direct breach of its Oral Agreement.

16 SECOND CAUSE OF ACTION

17 (Breach of Written Contract ~ Against All Defendants)

19 32, inclusive, of the Complaint as if fully set forth herein.

22 for TVG’s Services for the Pebble Beach Event.

2 Pebble Beach Event.

5 for TVG’s performance.

12 in direct breach of its Oral Agreement.

14 TVG, which breach has caused TVG to suffer damages.

18 THIRD CAUSE OF ACTION

19 (Breach of Implied-ln—Fact Contract — Against All Defendants)

2] 41, inclusive, of the Complaint as if fully set forth herein

24 activation, and creative services for the Pebble Beach Event.

28 understood what each was required to do.

6 Services for the Pebble Beach Event.

15 FOURTH CAUSE OF ACTION

18 48, inclusive, of the Complaint as if fully set forth herein.

21 of the other to receive the benefits of the agreement.

7 Pebble Beach Event.

12 56. In exchange for TVG’s services, Faraday is contractually obligated to compensate

16 the cancellation for the Pebble Beach Event.

20 FIFTH CAUSE OF ACTION

2] (Common Count: Goods and Services Rendered — Against All Defendants)

23 58, inclusive, ofthe Complaint as if fully set forth herein.

2 execution of the Services for the Pebble Beach Event.

4 the labor and services rendered by TVG.

7 $1 1 1,850.00 in labor/services rendered.

10 WHEREFORE, Plaintiff prays for judgment against Defendant, as follows:

13 3. For general and special damages according to proof at trial;

14 4. Incidental and consequential damages;