EX-10.5

Exhibit 10.5

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FORM OF** SECURITIES PURCHASE AGREEMENT**

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This Securities Purchase Agreement (this “Agreement”) is dated as of October 12, 2026 by and among FF EAI Robotics Ecosystem Inc. (formerly known as “AIxCrypto Holdings, Inc.”), a Delaware corporation (the “Company”) and the purchasers listed on Schedule I hereto (each, a “Purchaser” and collectively, the “Purchasers”). Each of the Company and the Purchasers is referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, concurrently with the execution of this Agreement, on October 12, 2026, the Company has entered into the Acquisition Agreement, pursuant to which, among other things, the Company will acquire from Smart Technology Holdings Ltd., a wholly owned subsidiary of FFAI, all of the issued and outstanding capital stock of RobotCo in exchange for the FF Consideration Securities, and RobotCo will thereafter merge with and into a wholly owned subsidiary of the Company;

WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, certain securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE I.

DEFINITIONS

1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1:

“Acquisition Agreement” means that certain transaction agreement, dated as of October 12, 2026, by and among the Company, FFAI, Smart Technology Holdings Ltd., FF EAI Robotics Inc. and FFR Acquisition Sub LLC (as merger sub), providing for, among other things, the Business Combination, as may be amended from time to time.

“Action” shall have the meaning ascribed to such term in Section 3.1(h).

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act.

“Applicable Nasdaq Cap” shall have the meaning ascribed to such term in Section 2.4.

“Beneficial Ownership Limitation” shall have the meaning ascribed to such term in Section 4.6.

“Board of Directors” means the board of directors of the Company.

“Business Combination” means, collectively, (i) the acquisition by the Company from Smart Technology Holdings Ltd. of all of the issued and outstanding capital stock of FF EAI Robotics Inc., a California corporation and, following the internal restructuring contemplated by the Acquisition Agreement, the holding company of FFAI’s robotics business (“RobotCo”), in exchange for the FF Consideration Securities, and (ii) the subsequent merger of RobotCo with and into a wholly owned subsidiary of the Company, in each case pursuant to the Acquisition Agreement.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks in New York, New York are authorized or required by law to close.

“Certificate of Designation” means the Certificate of Designation of Preferences, Rights and Limitations of the Preferred Stock, substantially in the form attached hereto as Exhibit A, as duly adopted by the Board of Directors and filed with the Secretary of State of the State of Delaware.

“Closing” means the closing of the purchase and sale of the Purchased Shares pursuant to Section 2.1, which shall occur on the Closing Date substantially concurrently with the consummation of the Business Combination, subject to settlement of each Purchaser’s purchase of its Purchased Shares on its Funding Date in accordance with Section 2.1.

“Closing Date” means the date on which the Business Combination is consummated, subject to the satisfaction or waiver of the conditions set forth in Section 2.3 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing).

“Commission” means the United States Securities and Exchange Commission.

“Common Stock” means the Company’s common stock, par value $0.001 per share, currently listed on the Trading Market under the symbol “FFR”.

“Common Stock Equivalents” means any securities of the Company which would entitle the holder thereof to acquire Common Stock at any time, including, without limitation, any debt, preferred share, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Disclosure Schedules” means the disclosure schedules of the Company delivered concurrently with the execution of this Agreement.

“Disclosure Time” means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date hereof, unless otherwise instructed as to an earlier time by the Company, and (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date hereof, unless otherwise instructed as to an earlier time by the Company.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Fairness Opinion” means the opinion delivered by Advanture Capital Solutions LLC to the special committee of independent directors of the Board of Directors as to the fairness, from a financial point of view, of the consideration in the Business Combination, together with any bring-down or update thereof and any summary or description of such opinion or the related financial analyses included in any filing or other disclosure by the Company.

“FF” or “FFAI” means Faraday Future Intelligent Electric Inc., a Delaware corporation and the majority stockholder of the Company, and/or its applicable Affiliates that will receive the FF Consideration Securities.

“FF Consideration Securities” means the shares of Common Stock, preferred stock and any other equity securities of the Company issued or issuable to FF or its applicable Affiliates as consideration in the Business Combination, including any shares of Common Stock issuable upon conversion thereof.

“Funding Date” means, with respect to each Purchaser, the date on which the Company receives such Purchaser’s Subscription Amount in full, which shall be no later than the Funding Deadline, or, if the Company accepts a reduction pursuant to Section 2.1, the later of such receipt and the date of the Company’s written notice accepting such reduction.

“Funding Deadline” means the fifteenth (15th) Business Day following the Closing Date.

“Governmental Authority” means any governmental authority, agency, instrumentality, department, commission, board, bureau, central bank, authority, court or other tribunal, in each case whether executive, legislative, judicial, regulatory or administrative, having jurisdiction over the Company, any of its subsidiaries or their respective property.

“Information Statement” means an information statement on Schedule 14C under the Exchange Act relating to the Stockholder Approval.

“Laws” means all applicable laws, statutes, ordinances, rules, regulations, orders, judgments and decrees of any Governmental Authority.

“Liens” means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

“Material Adverse Effect” means (a) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (b) a material adverse effect on the results of operations, assets, business, or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole, or (c) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document; provided that, with respect to clause (b), none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a Material Adverse Effect: any adverse change, effect, event, occurrence, state of facts or development attributable to (i) any downturn after the date hereof in general economic conditions, including, without limitation, changes in the credit, debt, securities, financial, capital markets, or in the industry in which the Company and its subsidiaries operate; (ii) the taking of any action required by this Agreement or any other Transaction Document; (iii) any change after the date hereof in applicable Laws; (iv) any actual or potential sequester, stoppage, shutdown, default or similar event or occurrence by or involving any Governmental Authority affecting a national or federal government as a whole; (v) any change in GAAP (as defined in Section 3.1(g)) after the date hereof; (vi) the commencement, continuation or escalation of a war, riots, material armed hostilities or other material international or national calamity or act of terrorism directly or indirectly involving countries in which the Company and its subsidiaries operate; (vii) effects arising from or relating to, following the date hereof, any earthquake, hurricane, tsunami, tornado, flood, mudslide or other natural disaster, weather condition, explosion or fire or other force majeure event; (viii) changes in, or effects arising from or relating to, any epidemic, pandemic or disease outbreak, curfews or other restrictions that relate to, or arise out of, any epidemic, pandemic or disease outbreak or material worsening of such conditions threatened or existing as of the date hereof; and (ix) the failure of the Company and its subsidiaries to meet or achieve the results set forth in any internal projection.

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Preferred Stock” means the Company’s Series D Non-Voting Convertible Preferred Stock, par value $0.001 per share, having the rights, preferences and limitations set forth in the Certificate of Designation.

“Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“Purchased Shares” means, collectively, the shares of Common Stock and Preferred Stock to be purchased by the Purchasers pursuant to this Agreement, the number of which, as to each Purchaser, is set forth opposite such Purchaser’s name in Schedule I hereto, as adjusted pursuant to Sections 2.1 and 4.6.

“Reference Price” means $2.246, being the per share price of the Common Stock used to determine the FF Consideration Securities under the Acquisition Agreement.

“Registrable Securities” shall have the meaning ascribed to such term in Section 4.4(b).

“Registration Statement” shall have the meaning ascribed to such term in Section 4.4(a).

“Required Approvals” shall have the meaning ascribed to such term in Section 3.1(d).

“SEC Reports” shall have the meaning ascribed to such term in Section 3.1(g).

“Securities” means the Purchased Shares and the shares of Common Stock issuable upon conversion of the Preferred Stock.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Short Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include locating and/or borrowing Common Stock).

“Stockholder Approval” means the approval by the requisite holders of the Company’s voting securities, in accordance with applicable Law and the rules of the Trading Market, of the issuance or potential issuance of the Securities (together with, to the extent required under the rules of the Trading Market, the FF Consideration Securities) in excess of the Applicable Nasdaq Cap and any other matter requiring stockholder approval under the rules of the Trading Market, including Nasdaq Listing Rule 5635.

“Stockholder Approval Effective Time” means the first time at which the Company may effect the corporate action approved by the Stockholder Approval following compliance with Regulation 14C under the Exchange Act, including the expiration of the applicable twenty (20) calendar day period under Rule 14c-2.

“Subscription Amount” means, as to each Purchaser, the aggregate amount to be paid for the Purchased Shares purchased by such Purchaser hereunder, which is set forth opposite such Purchaser’s name in Schedule I hereto, as reduced, if applicable, pursuant to Section 2.1.

“Subscription Price” means, per share of Common Stock, the lower of (i) the Nasdaq Official Closing Price of the Common Stock on the Trading Market immediately preceding the execution of this Agreement and (ii) the Reference Price; provided that no additional discount shall apply and the same Subscription Price shall apply to all Purchasers. The purchase price per share of Preferred Stock shall equal the Subscription Price multiplied by the number of shares of Common Stock into which one share of Preferred Stock is convertible as of the applicable Funding Date under the Certificate of Designation, without regard to any conversion limitations.

“Trading Day” means a day on which the principal Trading Market is open for trading.

“Trading Market” means the Nasdaq Capital Market of The Nasdaq Stock Market LLC, on which the Common Stock trades under the symbol “FFR”.

“Transaction Documents” means this Agreement, the Certificate of Designation and all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder.

“Transfer Agent” means Continental Stock Transfer & Trust Company, LLC and any successor transfer agent of the Company.

ARTICLE II.

PURCHASE AND SALE

2.1 Closing. Upon the terms and subject to the conditions set forth herein, the Company agrees to issue and sell to the Purchasers, and the Purchasers, severally and not jointly, agree to purchase from the Company, for an aggregate Subscription Amount of up to US$10,000,000, with no minimum aggregate funding condition, such number of Purchased Shares as is determined in accordance with this Section 2.1 and Section 4.6. The number of shares of Common Stock represented by each Purchaser’s Purchased Shares on an as-converted basis shall equal its Subscription Amount divided by the Subscription Price, and shall be allocated between Common Stock and Preferred Stock pursuant to Section 4.6. No fractional shares of Common Stock or Preferred Stock shall be issued. Any fractional share of Common Stock or Preferred Stock resulting from the calculations contemplated by this Section 2.1 or Section 4.6 shall be rounded down to the nearest whole share, and the applicable Subscription Amount shall be correspondingly reduced to reflect the aggregate purchase price of the whole Purchased Shares actually issued. Any amount received in excess of such reduced Subscription Amount shall be promptly returned to such Purchaser, and Schedule I shall be deemed automatically amended accordingly. The Closing shall take place on the Closing Date remotely via the exchange of documents and signatures, or at such other location as the Parties may mutually agree, substantially concurrently with the consummation of the Business Combination, and shall be conditioned upon the consummation of the Business Combination. Each Purchaser acknowledges and agrees that the consummation of the Business Combination is not conditioned upon, and may occur irrespective of, the consummation of the transactions contemplated hereby or any other financing, and that no Purchaser shall have any right to delay, condition or otherwise affect the Business Combination. Each Purchaser shall pay its Subscription Amount on the Closing Date; provided that such Purchaser may instead pay its Subscription Amount at any time after the Closing Date and on or prior to the Funding Deadline, and payment within such period shall not constitute a breach of or default under this Agreement. No Purchaser shall be required to pay its Subscription Amount prior to the Closing Date or if the Business Combination is not consummated. The Company may, in its discretion and by written notice to a Purchaser, accept the lesser amount actually funded by such Purchaser on or prior to the Funding Deadline in full satisfaction of such Purchaser’s subscription commitment, in which case such Purchaser’s Subscription Amount shall be reduced to the amount so accepted, subject to the rounding adjustment above, and the Company shall issue Purchased Shares based on that amount and the remaining subscription commitment shall be cancelled without a funding default. Such reduction shall require no separate amendment or consent of any Purchaser, and Schedule I shall be deemed automatically amended accordingly. Unless the Company accepts such reduction, each Purchaser shall remain obligated to pay its original Subscription Amount, subject only to the rounding adjustment above. On each Purchaser’s Funding Date, the Company shall deliver, or cause the Transfer Agent to deliver, such Purchaser’s Purchased Shares to such Purchaser against, and only upon, receipt of such Purchaser’s Subscription Amount in full, and no Purchased Shares shall be issued to any Purchaser prior to such receipt.

2.2 Deliveries.

(a) On or prior to the Closing Date (or, in the case of clause (iii), on or prior to the applicable Funding Date), the Company shall deliver or cause to be delivered to each Purchaser the following:

(i) this Agreement with all exhibits and schedules thereto duly executed by the Company;

(ii) the Company’s wire instructions, on the Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer;

(iii) a copy of irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver to such Purchaser, in book-entry form and promptly following receipt of such Purchaser’s Subscription Amount in full, the number of Purchased Shares set forth opposite such Purchaser’s name in Schedule I, as adjusted pursuant to Section 2.1 and allocated pursuant to Section 4.6, registered in the name of such Purchaser; and

(iv) a copy of the Certificate of Designation, as duly adopted by the Board of Directors and filed with the Secretary of State of the State of Delaware.

(b) Each Purchaser shall deliver or cause to be delivered to the Company the following:

(i) on or prior to the Closing Date, this Agreement with all exhibits and schedules thereto duly executed by such Purchaser; and

(ii) on or prior to the Funding Deadline, such Purchaser’s Subscription Amount by wire transfer of immediately available funds to the bank account designated by the Company in accordance with Section 2.2(a)(ii).

2.3 Closing Conditions.

(a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of each Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);

(ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;

(iii) the delivery by each Purchaser of the item set forth in Section 2.2(b)(i);

(iv) the Business Combination shall have been consummated or shall be consummated substantially concurrently with the Closing;

(v) to the extent the Stockholder Approval is required under the rules of the Trading Market for the issuance of the Purchased Shares, the Stockholder Approval Effective Time shall have occurred;

(vi) the Certificate of Designation shall have been duly filed with and become effective with the Secretary of State of the State of Delaware prior to issuance of any Preferred Stock;

(vii) the Company shall have obtained all consents, waivers and approvals required under any material agreement binding upon the Company in connection with the issuance and sale of the Purchased Shares, including under any lead investor, investor rights, voting or similar agreement then in effect; and

(viii) each Purchaser shall have completed such Know Your Customer (KYC), Anti-Money Laundering (AML), sanctions and Office of Foreign Assets Control (OFAC) diligence as the Company may reasonably require.

(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:

(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);

(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;

(iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement (other than the item set forth in Section 2.2(a)(iii), which shall be delivered on or prior to the applicable Funding Date);

(iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;

(v) the Business Combination shall have been consummated, or shall be consummated substantially concurrently with the Closing;

(vi) the Certificate of Designation shall have been duly filed with and become effective with the Secretary of State of the State of Delaware prior to issuance of any Preferred Stock; and

(vii) the Common Stock shall remain listed on the Trading Market and the Company shall remain in good standing with the Trading Market.

2.4 Applicable Nasdaq Cap.

Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, unless and until the Stockholder Approval Effective Time has occurred, the Company shall not issue, and no Purchaser shall be entitled to receive, any Purchased Shares or shares of Common Stock issuable upon conversion thereof if such issuance (taking into account, to the extent required under the rules of the Trading Market, the issuance or potential issuance of any FF Consideration Securities or other securities of the Company that would be aggregated with the transactions contemplated hereby) would exceed the maximum number of shares of Common Stock or amount of voting power that may be issued without stockholder approval under Nasdaq Listing Rule 5635 (the “Applicable Nasdaq Cap”). The Company shall determine in good faith, in consultation with its counsel and based on the applicable rules of the Trading Market, whether the Stockholder Approval is required in connection with the issuance of the Purchased Shares. Nothing in this Section 2.4 shall be construed as an acknowledgment or agreement by any Party that the transactions contemplated hereby are required to be aggregated with the Business Combination for purposes of Nasdaq Listing Rule 5635.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Company. Except as set forth in the SEC Reports or in the Disclosure Schedules, which Disclosure Schedules shall be deemed a part hereof and shall qualify any representation or warranty otherwise made herein to the extent of the disclosure contained in the corresponding section of the Disclosure Schedules, the Company hereby makes the following representations and warranties to each Purchaser:

(a) Organization and Qualification. The Company is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. The Company is not in violation or default of any of the provisions of its certificate or articles of incorporation, bylaws or other organizational or charter documents. The Company is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not have or reasonably be expected to result in a Material Adverse Effect and, except as disclosed in the SEC Reports or in Schedule 3.1(a) of the Disclosure Schedules, no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

(b) Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which the Company is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(c) No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Purchased Shares and the consummation by it of the transactions contemplated hereby and thereby do not and will not (i) conflict with or violate any provision of the Company’s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) subject to the Required Approvals, conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company, or give to others any rights of termination, amendment, anti-dilution or similar adjustments, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company debt or otherwise) or other understanding to which the Company is a party or by which any property or asset of the Company is bound or affected, including any consent, participation, preemptive, top-up or similar right arising under any lead investor agreement, investor rights agreement, voting agreement or other stockholder arrangement binding upon the Company; or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or Governmental Authority to which the Company is subject (including, without limitation, federal and state securities laws and regulations), or by which any property or asset of the Company is bound or affected; except in the case of each of clauses (ii) and (iii), such as would not have or reasonably be expected to result in a Material Adverse Effect.

(d) Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or Governmental Authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than (i) to the extent the Stockholder Approval is required, the Stockholder Approval and the filing and mailing of the Information Statement, (ii) the filing of a Form D with the Commission, (iii) the filing of the Registration Statement pursuant to Section 4.4, (iv) the submission of any Listing of Additional Shares notification and any other notice, application or filing required by the Trading Market in connection with the listing or issuance of the Purchased Shares, (v) any other filings as are required to be made under applicable United States federal and state securities laws and applicable rules of the Trading Market, (vi) any consent or waiver required under any material lead investor agreement, investor rights agreement, voting agreement or other stockholder agreement binding upon the Company, and (vii) the adoption by the Board of Directors and filing with the Secretary of State of the State of Delaware of the Certificate of Designation (the “Required Approvals”).

(e) Issuance of the Securities. The shares of Common Stock included in the Purchased Shares have been duly authorized and, when issued and paid for in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable. Upon effectiveness of the Certificate of Designation, the Preferred Stock will be duly authorized and, when issued and paid for in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable. The shares of Common Stock issuable upon conversion of the Preferred Stock have been duly authorized and reserved for issuance and, when issued upon conversion in accordance with the Certificate of Designation, will be duly and validly issued, fully paid and nonassessable. All of the Securities, when so issued, will be free and clear of all Liens imposed by the Company (other than restrictions on transfer under the Transaction Documents and applicable state and federal securities laws).

(f) Capitalization. The capitalization of the Company as of the end of the period covered by its most recently filed periodic report under the Exchange Act was set forth in such periodic report. Except as set forth in Schedule 3.1(f) of the Disclosure Schedules, the Company has not issued any securities since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as set forth in the SEC Reports, no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set forth in Schedule 3.1(f) of the Disclosure Schedules, except for options granted under the Company’s stock option plans, other than pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding disclosed in the Company’s SEC Reports, and other than the FF Consideration Securities issuable pursuant to the Acquisition Agreement, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any share of Common Stock, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional Common Stock or Common Stock Equivalents. Except as set forth in the SEC Reports, the issuance and sale of the Purchased Shares will not obligate the Company to issue Common Stock or other securities to any Person (other than the Purchasers). Except as set forth in the SEC Reports, there are no outstanding securities or instruments of the Company with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company. Except as set forth in the SEC Reports, there are no outstanding securities or instruments of the Company that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company is or may become bound to redeem a security of the Company. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Purchased Shares, except for the Required Approvals. Except as set forth in the SEC Reports and other than the Acquisition Agreement and the governance arrangements between the Company and FFAI and/or its Affiliates contemplated in connection with the Business Combination, there are no shareholder agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

(g) SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including, without limitation, pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials being collectively referred to herein as the “SEC Reports”). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

(h) Litigation. Except as set forth in the SEC Reports, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, before or by any court, arbitrator, governmental or administrative agency or regulatory authority (whether federal, state, county, local or foreign) (collectively, an “Action”) that (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Purchased Shares or (ii) would, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect.

(i) Disclosure. Except with respect to material non-public information concerning (i) the transactions contemplated by the Transaction Documents, (ii) the Business Combination and the Acquisition Agreement, (iii) RobotCo and the FF robotics business, (iv) FFAI, and (v) the governance and financing arrangements contemplated in connection with the Business Combination, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes or might constitute material, non-public information which is not disclosed in the SEC Reports. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.

(j) Legend. Each certificate or book-entry statement representing the Securities shall be endorsed with the following legends, in addition to any other legend required to be placed thereon by applicable federal or state securities laws:

THIS SECURITY HAS NOT 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 TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Each Purchaser consents to the Company making a notation in its records or giving instructions to the Transfer Agent in order to implement the restrictions on transfer of the Securities set forth in this Section 3.1(j).

3.2 Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants to the Company as of the date hereof, as of the Closing Date and as of such Purchaser’s Funding Date as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):

(a) Organization; Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing, and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which such Purchaser is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(b) No Registration. Such Purchaser is aware that the sale of the Securities has not been registered under the Securities Act, or any state securities laws or regulations, in reliance upon the exemption set forth in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder and/or the safe harbor set forth in Regulation S that provides that certain offerings conducted outside the United States of America are not subject to the registration requirements of the Securities Act, and similar exemptions under state law. Such Purchaser will not offer, sell or otherwise transfer the Securities unless they are registered or are exempt from registration under the Securities Act and any applicable state securities laws or regulations.

(c) Understandings or Arrangements. Such Purchaser is acquiring the Purchased Shares as principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Purchased Shares. Such Purchaser is acquiring the Purchased Shares hereunder in the ordinary course of its business.

(d) Accredited Investor. Unless such Purchaser has indicated on its signature page that it is acquiring the Securities in reliance on Regulation S pursuant to Section 3.2(i), at the time such Purchaser was offered the Purchased Shares, it was, and as of the date hereof it is, (i) an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), (ii) acquiring the Purchased Shares only for its own account and not for the account of others, or if such Purchaser is subscribing for the Purchased Shares as a fiduciary or agent for one or more investor accounts, each owner of such account is an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) and such Purchaser has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) not acquiring the Purchased Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act.

(e) No General Solicitation. Such Purchaser is not purchasing or acquiring the Purchased Shares as a result of any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Purchased Shares.

(f) Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Purchased Shares, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the Purchased Shares and, at the present time, is able to afford a complete loss of such investment.

(g) Access to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including, without limitation, all exhibits and schedules thereto) and the SEC Reports and has been afforded, (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Purchased Shares and the merits and risks of investing in the Purchased Shares; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment; and (iv) the opportunity to consult such professionals, including, without limitation, such Purchaser’s legal counsel, as such Purchaser deemed fit. No representations, assurances or warranties have been made to such Purchaser, or any of its advisers or Affiliates, by the Company or by any of its respective officers, directors, agents, employees or Affiliates, nor anyone else on their behalf, concerning, among others, the future profitability of the Company or the Purchaser’s investment in it, and in entering into this transaction such Purchaser has relied solely upon its own independent investigation and the representations and warranties of the Company expressly set forth in this Agreement, and has not relied upon any other representation or warranty, express or implied, of the Company or any other Person.

(h) Certain Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or sales, including, without limitation, Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material pricing terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Purchased Shares covered by this Agreement. Other than to other Persons party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including, without limitation, the existence and terms of this transaction). Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

(i) Regulation S. If such Purchaser has indicated on its signature page that it is acquiring the Securities in reliance on Regulation S under the Securities Act, such Purchaser represents and warrants that:

it is not a “U.S. person” as defined in Rule 902(k) under the Securities Act and is not acquiring the Securities for the account or benefit of any U.S. person;

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(j) Relationship with FFAI. Except as disclosed on Schedule I, such Purchaser (i) is not an Affiliate of, and is not acting on behalf of or as part of a group (within the meaning of Section 13(d)(3) of the Exchange Act) with, FFAI, FF Global Partners LLC, Yueting Jia, Jiawei Wang, RobotCo or any of their respective Affiliates, and (ii) will pay its Subscription Amount in cash from funds that are not loaned, provided or guaranteed, directly or indirectly, by the Company, FFAI, RobotCo or any of their respective Affiliates. For the avoidance of doubt, clause (ii) does not restrict such Purchaser from using its own funds, including proceeds from its conversion of convertible notes of FFAI or its sale of securities of FFAI held by it.

(k) Brokers and Finders. No broker, finder or other Person is entitled to any fee or commission from the Company in connection with such Purchaser’s investment based upon any arrangement made by or on behalf of such Purchaser.

(l) No Reliance on Fairness Opinion. Such Purchaser acknowledges and agrees that the Fairness Opinion issued by Advanture Capital Solutions LLC is entirely independent of the PIPE financing contemplated by this Agreement and has not been prepared for the benefit of any Purchaser. Such Purchaser acknowledges that it is not entitled to rely, and has not relied, upon the Fairness Opinion in making its investment decision, and that Advanture Capital Solutions LLC owes no duty to such Purchaser in connection with the Fairness Opinion or the transactions contemplated hereby. Such Purchaser shall have no right to assert reliance upon the Fairness Opinion as a basis for any claim against Advanture Capital Solutions LLC arising solely from the preparation, delivery or disclosure of the Fairness Opinion. Such Purchaser further acknowledges that the Fairness Opinion does not address, evaluate or support the terms or pricing of the Securities or such Purchaser’s investment decision, and that any disclosure of the Fairness Opinion by the Company, including in any filing with the Commission, does not create any right of reliance by such Purchaser.

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ARTICLE IV.

OTHER AGREEMENTS OF THE PARTIES

4.1 Securities Laws Disclosure; Publicity. The Company shall (a) by the Disclosure Time, issue a press release and/or file a Current Report on Form 8-K disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K with the Commission within the time required by the Exchange Act announcing the execution and the closing of this Agreement, in each case as required under U.S. securities laws. From and after such public announcement, the Company shall have publicly disclosed all material, non-public information delivered to any Purchaser by or on behalf of the Company in connection with the transactions contemplated by the Transaction Documents, including the information described in clauses (i) through (v) of Section 3.1(i), such that no Purchaser shall be restricted by such information. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company with respect to the transactions contemplated hereby, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law or Trading Market regulations, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents with the Commission, (b) in the Registration Statement, the Information Statement and any filing with the Commission or the Trading Market relating to the Business Combination, and (c) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with notice of such disclosure permitted under this sub-clause (c).

4.2 Use of Proceeds. The Company shall use the net proceeds from the sale of the Purchased Shares hereunder entirely for the development and operations of the robotics business of the Company and its subsidiaries following the Business Combination.

4.3 Certain Transactions and Confidentiality. Each Purchaser acknowledges that it has received material, non-public information regarding the Company, RobotCo, FFAI and the transactions contemplated by the Transaction Documents. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including, without limitation, Short Sales, of any of the securities of the Company or of FFAI during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to Section 4.1. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to Section 4.1, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the Disclosure Schedules, and will not disclose the transaction to any third party. In the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Purchased Shares covered by this Agreement. Nothing in this Section 4.3 shall permit any Purchaser or any of its Affiliates to trade in securities of the Company or FFAI while in possession of material non-public information in violation of applicable securities Laws.

4.4 Registration Rights.

(a) Filing and Effectiveness. Within thirty (30) calendar days following the Closing Date (the “Filing Deadline”), the Company shall prepare and file with the Commission a registration statement on Form S-3 (or, if Form S-3 is not then available to the Company, on Form S-1 or another appropriate form) providing for the resale by the Purchasers of the Registrable Securities on a continuous basis pursuant to Rule 415 under the Securities Act (the “Registration Statement”), and shall use its best efforts to cause the Registration Statement to be declared effective under the Securities Act within sixty (60) calendar days following the filing thereof (the “Effectiveness Deadline”); provided that the Filing Deadline and the Effectiveness Deadline shall each be extended for any period of delay resulting from (i) the unavailability of financial statements or pro forma financial information relating to RobotCo required to be included therein, (ii) any Purchaser’s failure to timely provide information reasonably required for inclusion therein, or (iii) circumstances outside the Company’s reasonable control; and provided further that the Effectiveness Deadline shall be extended for any period of delay resulting from review or comments by the Commission. The Company shall not be required to include in the Registration Statement any Registrable Securities of a Purchaser that has not paid its Subscription Amount in full (as reduced, if applicable, pursuant to Section 2.1) by the Filing Deadline, provided that such Registrable Securities shall be included in a subsequent registration statement or post-effective amendment as promptly as reasonably practicable following issuance of the related Purchased Shares. The rights and obligations set forth in this Section 4.4 constitute the complete agreement of the Parties with respect to registration rights relating to the Registrable Securities, and no separate registration rights agreement shall be required.

(b) Registrable Securities. “Registrable Securities” means (i) the shares of Common Stock included in the Purchased Shares, (ii) the shares of Common Stock issuable upon conversion of the Preferred Stock and (iii) any securities issued with respect to the foregoing by way of stock split, stock dividend, recapitalization or similar event; provided that any such securities shall cease to be Registrable Securities upon the earliest to occur of (A) their sale pursuant to an effective registration statement, (B) their sale pursuant to Rule 144, or (C) the date on which they may be sold under Rule 144 without volume or manner-of-sale limitations or current public information requirements.

(c) Purchaser Information. As a condition to the inclusion of any Purchaser’s Registrable Securities in the Registration Statement, such Purchaser shall furnish to the Company such information regarding such Purchaser, its beneficial ownership of the Company’s securities, the Registrable Securities held by it, the intended method or methods of disposition thereof and such other information as the Company may reasonably request and as is required by applicable Law or Commission rules for inclusion in the Registration Statement. Each Purchaser shall promptly notify the Company of any material change in any such information previously furnished by such Purchaser. The Company shall have no obligation to include or maintain the inclusion of a Purchaser’s Registrable Securities in the Registration Statement during any period in which such Purchaser has failed to provide information reasonably required pursuant to this Section 4.4(c).

(d) Maintenance; Cutbacks. The Company shall use commercially reasonable efforts to keep the Registration Statement continuously effective until all securities covered thereby have ceased to be Registrable Securities. If at any time the Commission takes the position that the offering of some or all of the Registrable Securities pursuant to the Registration Statement is not eligible to be made on a delayed or continuous basis under Rule 415 under the Securities Act, or otherwise requires a reduction in the number of Registrable Securities that may be included in the Registration Statement, the Company shall reduce the number of Registrable Securities included therein to the extent required by the Commission. Any such reduction shall be applied pro rata among the Purchasers based on the number of Registrable Securities requested to be registered by each Purchaser. The Company shall use commercially reasonable efforts to file one or more additional registration statements covering Registrable Securities excluded from the Registration Statement as promptly as reasonably practicable after the Company is permitted to do so under applicable Commission rules and guidance.

(e) Registration Expenses. The Company shall bear all reasonable and customary expenses incident to the performance of or compliance with its obligations under this Section 4.4, including all Commission registration and filing fees, Trading Market fees, fees and expenses of the Transfer Agent and fees and expenses of counsel and independent registered public accountants for the Company; provided that each Purchaser shall bear all underwriting discounts, selling commissions, brokerage fees and similar selling expenses attributable to the sale of its Registrable Securities and the fees and expenses of any legal counsel or other adviser separately retained by such Purchaser.

(f) Indemnification by the Company. To the extent permitted by applicable Law, the Company shall indemnify and hold harmless each Purchaser whose Registrable Securities are included in the Registration Statement, and its officers, directors, partners, members, managers, employees and each Person, if any, who controls such Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any losses, claims, damages, liabilities and reasonable out-of-pocket expenses (including reasonable attorneys’ fees) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any prospectus included therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except to the extent that such loss, claim, damage, liability or expense arises out of or is based upon information furnished in writing to the Company by or on behalf of such Purchaser expressly for use in the Registration Statement or prospectus.

(g) Indemnification by Purchasers. Each Purchaser whose Registrable Securities are included in the Registration Statement shall, severally and not jointly, indemnify and hold harmless the Company, its directors and officers and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any losses, claims, damages, liabilities and reasonable out-of-pocket expenses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any prospectus included therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement, alleged untrue statement, omission or alleged omission was made in reliance upon and in conformity with information furnished in writing by or on behalf of such Purchaser expressly for use therein; provided that the liability of any Purchaser under this Section 4.4(g) shall not exceed the net proceeds actually received by such Purchaser from the sale of Registrable Securities giving rise to such liability.

(h) Contribution. If the indemnification provided for in Sections 4.4(f) and 4.4(g) is unavailable to an indemnified party or insufficient to hold such indemnified party harmless in respect of any losses, claims, damages, liabilities or expenses referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result thereof in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party in connection with the statements or omissions that resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations; provided that no Purchaser shall be required to contribute an amount in excess of the net proceeds actually received by such Purchaser from the sale of Registrable Securities giving rise to such liability. No Person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

(i) Suspension of Use. Upon receipt of notice from the Company of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation or threat of any proceeding for that purpose, of which the Company has actual knowledge, or of the occurrence of any event as a result of which the prospectus included in the Registration Statement contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, each Purchaser shall immediately discontinue dispositions of Registrable Securities pursuant to the Registration Statement until the Company notifies such Purchaser that use of the applicable prospectus may be resumed. The Company may also suspend the use of the Registration Statement for a period during which the Board of Directors determines in good faith that the continued use of the Registration Statement would require the Company to disclose material non-public information that the Company has a bona fide business purpose for preserving as confidential or would otherwise materially interfere with a material financing, acquisition, corporate development or other transaction; provided that the Company shall not suspend use of the Registration Statement pursuant to this sentence for more than thirty (30) consecutive calendar days or more than sixty (60) aggregate calendar days in any twelve-month period, except to the extent a longer suspension is required by applicable Law or Commission requirements. The Company shall use commercially reasonable efforts to terminate any such suspension as promptly as reasonably practicable.

(j) Termination of Registration Obligations. The Company’s obligations under this Section 4.4 with respect to any Registrable Securities shall terminate when such securities cease to constitute Registrable Securities pursuant to Section 4.4(b).

4.5 Stockholder Approval. To the extent the Stockholder Approval is required under the rules of the Trading Market, the Company shall use commercially reasonable efforts to (a) obtain the Stockholder Approval by written consent of the holders of a majority of the voting power of the Company and (b) prepare, file with the Commission and mail the Information Statement in accordance with Regulation 14C under the Exchange Act, in each case as promptly as reasonably practicable following the date hereof, so that the Stockholder Approval Effective Time occurs prior to the issuance of any Purchased Shares.

4.6 Beneficial Ownership Limitation. Notwithstanding anything to the contrary herein, the Company shall not issue to any Purchaser, and no Purchaser shall be entitled to receive, any shares of Common Stock hereunder, including upon conversion of the Preferred Stock, to the extent that, after giving effect to such issuance, such Purchaser (together with its Affiliates and any other Persons whose beneficial ownership would be aggregated with such Purchaser’s for purposes of Section 13(d) of the Exchange Act) would beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such issuance (the “Beneficial Ownership Limitation”). If the issuance of all of the Common Stock represented by a Purchaser’s Purchased Shares on an as-converted basis would cause such Purchaser to exceed the Beneficial Ownership Limitation, such Purchaser shall receive (i) the maximum whole number of shares of Common Stock permitted by the Beneficial Ownership Limitation and (ii) such number of shares of Preferred Stock as would, based on the then-applicable conversion ratio under the Certificate of Designation and disregarding the Beneficial Ownership Limitation, represent the remaining shares of Common Stock otherwise issuable to such Purchaser, at the applicable purchase price determined pursuant to Section 1.1, subject to rounding and the corresponding reduction of its Subscription Amount pursuant to Section 2.1, and Schedule I shall be deemed automatically amended to reflect such allocation. The Company shall reflect the Beneficial Ownership Limitation, including the notice mechanism below, in the Certificate of Designation. A Purchaser may increase the Beneficial Ownership Limitation to not more than 9.99% upon not less than sixty-one (61) days’ prior written notice to the Company. Beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder.

4.7 Transfer Restrictions. The Securities are “restricted securities” under the Securities Act and may not be transferred prior to the effectiveness of a registration statement covering their resale or the availability of an exemption from registration. The Securities shall not be subject to any lock-up. With respect to any Registrable Securities, following the effectiveness of a registration statement covering the resale of such Registrable Securities, and with respect to any other Securities, when such Securities may be sold pursuant to Rule 144 or another available exemption from registration without restriction, the Company shall use commercially reasonable efforts to cause the applicable restrictive legend to be removed upon request of a Purchaser and receipt of customary representations.

ARTICLE V.

MISCELLANEOUS

5.1 Termination. This Agreement may be terminated by the Company or any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other party(ies), if the Closing has not been consummated on or before November 12, 2026; provided that the right to terminate under this sentence shall not be available to a Party whose material breach caused the failure of the Closing to occur. This Agreement shall terminate automatically and be of no further force or effect if the Acquisition Agreement is terminated prior to the Closing. If, following the Funding Deadline, a Purchaser has not paid its Subscription Amount in full and the Company has not accepted a reduced Subscription Amount pursuant to Section 2.1, the Company may terminate such Purchaser’s rights and obligations under this Agreement by written notice to such Purchaser, without affecting the rights or obligations of any other Purchaser, and no Purchased Shares shall be issued to such Purchaser.

5.2 Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent’s fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company) in connection with the delivery of any Purchased Share to the Purchasers.

5.3 Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

5.4 Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is delivered via facsimile or email attachment at the facsimile number or email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered via facsimile or email attachment at the facsimile number or email address set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto. The Company shall make any disclosures and filings required by applicable U.S. securities laws and the rules of the Trading Market in connection with any notice provided pursuant to any Transaction Document within the applicable deadlines.

5.5 Amendments; Waivers. Except for a reduction accepted by the Company pursuant to Section 2.1, no provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and Purchasers representing at least 50.1% of the aggregate Subscription Amounts then in effect, after giving effect to any reductions accepted pursuant to Section 2.1 or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right. Any amendment effected in accordance with this Section 5.5 shall be binding upon each Purchaser and holder of Purchased Shares and the Company. Notwithstanding the foregoing, no amendment or waiver (other than a reduction accepted by the Company pursuant to Section 2.1) that disproportionately and adversely affects a Purchaser relative to the other Purchasers with respect to the Subscription Price, number of Purchased Shares or Beneficial Ownership Limitation shall be effective against such Purchaser without its written consent.

5.6 Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

5.7 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. No Purchaser may assign this Agreement or any rights or obligations hereunder without the prior written consent of the Company.

5.8 No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except that Advanture Capital Solutions LLC is an express third-party beneficiary of, and may enforce, Section 3.2(l).

5.9 Governing Law. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of Delaware without giving effect to any choice of law or conflict of law rules or provisions.

5.10 Dispute Resolution. Any Proceeding that is based upon, arises out of, in connection with or relates to this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby (a “Dispute”) shall be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the Parties irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of each such court in any such Dispute, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the Dispute shall be heard and determined only in any such court, and (iv) agrees not to bring any Dispute based upon, arising out of or relating to this Agreement or other Transaction Documents or the transactions contemplated hereby or thereby in any other court. Nothing herein contained shall be deemed to affect the right of any Party to serve process in any manner permitted by Law or to commence Proceedings or otherwise proceed against any other Party in any other jurisdiction, in each case, to enforce judgments obtained in any Proceeding brought pursuant to this Section 5.10.

EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY DISPUTE IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY, UNCONDITIONALLY AND VOLUNTARILY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY DISPUTE.

5.11 Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file or any electronic signature complying with the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, or other applicable law (e.g., www.docusign.com), such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile, “.pdf,” or electronic signature page were an original thereof.

5.12 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

5.13 Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights including, without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding for such purpose. Each Purchaser has had the opportunity to consult with its own legal, tax, financial and other advisers in connection with the Transaction Documents and the transactions contemplated hereby. The Company has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by any of the Purchasers. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

5.14 Saturdays, Sundays, Holidays, etc. If the last or appointed day for taking any action or exercising any right hereunder is not a Business Day (or, where the applicable provision expressly refers to Trading Days, a Trading Day), then such action may be taken or such right may be exercised on the next succeeding Business Day (or Trading Day, as applicable).

5.15 Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference to share prices and number of shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

(Signature Pages Follow)

IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Address for notice

1990 E Grand Ave,

El Segundo, CA, 90245

With a copy to (which shall not constitute notice):

Loeb & Loeb LLP

2206-19 Jardine House

1 Connaught Place

Central, Hong Kong SAR

Attention: Henry Yin

Email: ***

and

Loeb & Loeb LLP

345 Park Avenue

New York, NY 10154

Attention: Hermione Krumm

Email: ***

Signature Page

IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

PURCHASER:

** **

Address for notice

Attention:

Address:

E-mail:

Signature Page

Acquiring Securities in reliance on Regulation S: [Yes][No]

SCHEDULE I

** **

SCHEDULE OF PURCHASERS AND PURCHASED SHARES

** **

** **

Exhibit A

** **

Certificate of Designation of Preferences, Rights and Limitations of the Series D

Non-Voting Convertible Preferred Stock