FF Top requested that the Company call the Special Meeting to remove Mr. Krolicki pursuant to its rights under the Shareholder Agreement, entered into on July 21, 2021 between FF Top and the Company. The Shareholder Agreement provides FF Top with the right to nominate a specified number of directors to the Board (the "FF Top Designees"), the right to remove any FF Top Designee, and the exclusive right to nominate a replacement nominee to fill any vacancy arising from the removal or resignation of such FF Top Designee. The Shareholder Agreement further states that the Company must use its reasonable best efforts, to the fullest extent permitted by law, at any time and from time to time, to take all "Necessary Action" to facilitate the removal of such an FF Top Designee.