Headings and Governing Law. The headings to the paragraphs of this Agreement are inserted for convenience only and will not be deemed a part hereof or affect the construction or interpretation of the provisions hereof. This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of California.
Headings and Governing Law. The descriptive headings in this Debenture are inserted for convenience only and do not constitute a part of this Debenture. The validity, meaning and effect of this Debenture shall be determined in accordance with the laws of the State of Delaware without giving effect to principles of conflict of laws that would cause the laws of another jurisdiction to apply.
Headings and Governing Law. The descriptive headings in this Joinder are inserted for convenience only and do not constitute a part of this Joinder. The validity, meaning and effect of this Joinder shall be determined in accordance with the laws of the State of Delaware without giving effect to principles of conflict of laws that would cause the laws of another jurisdiction to apply.
Headings and Governing Law. The headings to the paragraphs of this Settlement 23 Agreement are inserted for convenience only and will not be deemed a part hereof or affect the 24 construction or interpretation of the provisions hereof. This Settlement Agreement shall be 25 construed and enforced in accordance with and governed by California law.
Headings and Governing Law. The headings to the paragraphs of this Settlement 14 Agreement and Desist and Refrain Order are inserted for convenience only and will not be 15 deemed a part hereof or affect the construction or interpretation of the provisions hereof. This 16 Settlement Agreement and Desist and Refrain Order shall be construed and enforced in 17 accordance with and governed by California law.
Headings and Governing Law. The headings to the paragraphs of this Agreement State of California - Department of Corporations 8 are inserted for convenience only and will not be deemed a part hereof or affect the 9 construction or interpretation of the provisions hereof. This Agreement shall be 10 construed and enforced in accordance with, and governed by, the laws of the State of
Headings and Governing Law. The descriptive headings in this -------------------------- Convertible Note are inserted for convenience only and do not constitute a part of this Convertible Note. The validity, meaning and effect of this Convertible Note shall be determined in accordance with the laws of the State of California, without regard to principles of conflicts of law.
Headings and Governing Law. The descriptive headings in this Note are inserted for convenience only and do not constitute a part of this Note. The validity, meaning and effect of this Note shall be determined in accordance with the laws of the State of New York, without regard to principles of conflicts of law. ***** THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. FARADAY&FUTURE INC. By: Name: Xxxxxx Xxxx Title: President FF INC. By: Name: Xxxxxx Xxxx Title: President XXXXX PROP HOLDCO LLC By: Name: Xxxxxx Xxxx Title: President FARADAY SPE, LLC By: FARADAY&FUTURE INC., its sole Manager By: Name: Xxxxxx Xxxx Title: President EXHIBIT C-2 [FORM OF] SECURED BL FF FIRST OUT PROMISSORY NOTE THIS BL FF FIRST OUT NOTE AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT DATED AS OF APRIL 29, 2019(AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT”), AMONG COLLATERAL AGENT, FIRST TRANCHE AGENT, NOTES AGENT, VENDOR TRUSTEE, ISSUERS AND THE OTHER PARTIES THERETO, TO THE OBLIGATIONS OWED BY THE OBLIGORS PURSUANT TO THE FIRST TRANCHE LOAN DOCUMENTS (AS DEFINED IN THE COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT), AS SUCH FIRST TRANCHE LOAN DOCUMENTS HAVE BEEN AND HEREAFTER MAY BE AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME; AND EACH PARTY TO THIS AGREEMENT IRREVOCABLY AGREES TO BE BOUND TO THE PROVISIONS OF THE COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT. SECURED BL FF FIRST OUT PROMISSORY NOTE (THIS “BL FF FIRST OUT NOTE”) $15,000,000 Date: October 9, 2020 FOR VALUE RECEIVED, the undersigned (the “Issuers” or each individually an “Issuer”), hereby absolutely and unconditionally promises to pay to the order of [ ] (the “Purchaser”), in lawful money of the United States of America, the principal sum of $15,000,000 in accordance with Section 6 of this Note and Schedule 1 attached to this Note (such amount the “Principal Amount”) pursuant to the Second Amended and Restated Note Purchase Agreement, dated as of October 9, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), by and among BIRCH LAKE FUND MANAGEMENT, LP, a Delaware limited partnership (“BL Management”) as Collateral Agent for the benefit of the Secured Parties, U.S. BANK NATIONAL ASSOCIATION, as Notes Agent, the PURCHASERS party to t...
Headings and Governing Law. The descriptive headings in this Note are inserted for convenience only and do not constitute a part of this Note. The laws of the State of New York shall govern all matters arising out of, in connection with or relating to this Note, including its validity, interpretation, construction, performance and enforcement (including any claims sounding in contract or tort law arising out of the subject matter hereof and any determinations with respect to post-judgment interest). ***** THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. FARADAY&FUTURE INC. By: Name: Xxxxxx Xxxx Title: President FF INC. By: Name: Xxxxxx Xxxx Title: President XXXXX PROP HOLDCO LLC By: Name: Xxxxxx Xxxx Title: President FARADAY SPE, LLC By: FARADAY&FUTURE INC., its sole Manager By: Name: Xxxxxx Xxxx Title: President SCHEDULE 1 Loans and Payments Date of Loan Amount of Loan Amount of Principal Repaid Unpaid Principal Amount of Note Name of Person Making the Notation September 9, 2020 $ 13,800,000 $ 0 $ 15,000,000 Xxxxxx Xxxx EXHIBIT B SCHEDULE OF PURCHASERS (After giving effect to the First Out Notes issued on the Third Amendment Date) First Closing (Last Out Purchasers): Purchaser Note Commitment (if applicable) Issued Note Amount Royod LLC $ 8,580,908 Chui Tin Mok $ 1,650,000 * Total $ 10,303,791 * Interest payable on this Note under the Agreement on the Maturity Date shall be reduced by $148,335 of prepaid interest. Subsequent Closings (Last Out Purchasers): Purchaser Note Commitment (if applicable) Issued Note Amount Blitz Technology Hong Kong Co. Limited $ 12,135,852.69 Blitz Technology Hong Kong Co. Limited $ 3,400,000.00 Blitz Technology Hong Kong Co. Limited $ 2,100,000.00 Ever Trust Tech LLC $ 16,462,147.31 Warm Time Inc. $ 900,000.00 Total $ 34,998,000.00 Subsequent Closings (First Out Purchasers): Purchaser Note Commitment (if applicable) Issued Note Amount FF Ventures SPV IX LLC $ 15,000,000.00 Total $ 15,000,000.00 Exhibit C-4 Form of Optional Note NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRAN...
Headings and Governing Law. The headings to the paragraphs of this Settlement 4 Agreement and Desist and Refrain Order are inserted for convenience only and will not be deemed a 5 part hereof or affect the construction or interpretation of the provisions hereof. This Settlement 6 Agreement and Desist and Refrain Order shall be construed and enforced in accordance with and 7 governed by California law.
