EX-4 3 tm2225970d1_ex4.htm EXHIBIT 4

 

Exhibit 4

 

 

Baker & McKenzie LLP

 

Two Embarcadero Center, 11th Floor

San Francisco, CA 94111-3802

United States

 

Tel: +1 415 576 3000

Fax: +1 415 576 3099 

www.bakermckenzie.com

 

Asia Pacific 

Bangkok

Beijing

Brisbane 

Hanoi 

Ho Chi Minh City

Hong Kong

Jakarta 

Kuala Lumpur*

Manila*

Melbourne 

Seoul 

Shanghai

Singapore

Sydney 

Taipei

Tokyo

Yangon

 

Europe, Middle East & Africa 

Abu Dhabi

Almaty

Amsterdam 

Antwerp 

Bahrain

Barcelona

Berlin 

Brussels

Budapest

Cairo 

Casablanca

Doha

Dubai 

Dusseldorf 

Frankfurt/Main

Geneva

Istanbul 

Jeddah*

Johannesburg

Kyiv 

London 

Luxembourg

Madrid

Milan 

Moscow

Munich

Paris 

Prague

Riyadh*

Rome 

St. Petersburg 

Stockholm

Vienna

Warsaw 

Zurich

 

The Americas 

Bogota

Brasilia**

Buenos Aires 

Caracas 

Chicago

Dallas

Guadalajara 

Houston

Juarez

Lima 

Los Angeles

Mexico City

Miami 

Monterrey 

New York

Palo Alto

Porto Alegre** 

Rio de Janeiro**

San Francisco

Santiago 

Sao Paulo**

Tijuana

Toronto 

Washington, DC

 

* Associated Firm

** In cooperation with 

Trench, Rossi e Watanabe Advogados

 

September 10, 2022

 

Board of Directors 

Faraday Future Intelligent Electric Inc.

Via e-mail

 

RE: Special Meeting of Shareholders and Governance Changes

 

Dear Board:

 

We write on behalf of our client, Season Smart Limited ("Season Smart"), the second largest shareholder of Faraday Future Intelligent Electric Inc. (the "Company").

 

We write as a follow- up to our prior letter of August 24, 2022. Our client has appreciated the engagement from the Company and its counsel since our letter. However, our client remains significantly concerned that the urgent actions to effectuate the necessary governance changes at the Company still have not been taken.

 

Our client read with significant concern the recently filed notice from FF Top Holding LLC ("FF Top"), dated September 6, 2022, and publicly filed yesterday. It agrees with FF Top's argument in such notice that (1) the Shareholder Agreement between FF Top and the Company entitles FF Top to remove its board designees and (2) that the Company has not taken sufficient action to effectuate such removal.

 

Based on our observations from public filings, the amended preliminary proxy statement was filed on August 29, 2022, and the ten-calendar day waiting period has expired. Assuming that the Company has received comments from the U.S. Securities and Exchange Commission, it should have at minimum filed by now a revised preliminary proxy to address any such comments. The fact that it has not done so seems to evidence that the Company is intentionally delaying the special meeting, in order to preserve the existing board of directors.

 

To reiterate our client's view, as contained in our prior letter: Season Smart is supportive of governance changes at the Company to remedy the ongoing dysfunctionality at the board level and calls upon the Company and its board to effectuate such changes as soon as possible.

 

Sincerely yours,

 

 

 

C. Derek Liu 

Principal

 

cc:          Season Smart Limited

Perrie Weiner, Principal, Baker & McKenzie LLP

Jeremy Moore, Principal, Baker & McKenzie LLP

 

Baker & McKenzie LLP is a member of Baker & McKenzie International.