In the United States Bankruptcy Court for the District of Delaware

Case 13-13087-KG Doc 527 Filed 01/24/14 Page 1 of 21

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

) In re: ) Chapter 11 ) FISKER AUTOMOTIVE HOLDINGS, INC., et al.,1 ) Case No. 13-13087 (KG) ) Debtors. ) (Jointly Administered) )

APPLICATION OF THE DEBTORS FOR ENTRY OF AN ORDER (A) AUTHORIZING THE EMPLOYMENT AND RETENTION OF EVERCORE GROUP L.L.C. AS INVESTMENT BANKER FOR THE DEBTORS AND DEBTORS IN POSSESSION, EFFECTIVE NUNC PRO TUNC TO JANUARY 23, 2014, AND (B) WAIVING CERTAIN TIME-KEEPING REQUIREMENTS PURSUANT TO LOCAL RULE 2016-2(H)

The above-captioned debtors (collectively, the “Debtors”) file this application

(this “Application”) for entry of an order, substantially in the form attached hereto as Exhibit A

(the “Order”): (a) authorizing the employment and retention of Evercore Group L.L.C.

(“Evercore”) as investment banker for the Debtors, effective nunc pro tunc to January 23, 2014, in accordance with the terms and conditions set forth in the Engagement Letter (as defined herein); and (b) waiving certain time-keeping requirements pursuant to Local Rule 2016-2(h). In support of this Application, the Debtors submit the Declaration of J. Stephen Worth, a Senior

Managing Director of Evercore (the “Worth Declaration”), attached hereto as Exhibit B. In further support of this Application, the Debtors respectfully state as follows.

Jurisdiction

1. The United States Bankruptcy Court for the District of Delaware (the “Court”) has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing

1 The Debtors, together with the last four digits of each Debtor’s federal tax identification number, are: Fisker Automotive Holdings, Inc. (9678); and Fisker Automotive, Inc. (9075). For the purpose of these chapter 11 cases, the service address for the Debtors is: 3080 Airway Avenue, Costa Mesa, California 92626.

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Order of Reference from the United States District Court for the District of Delaware, dated

February 29, 2012. This matter is a core proceeding within the meaning of 28 U.S.C.

§ 157(b)(2), and the Court may enter a final order consistent with Article III of the United States

Constitution.

2. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.

3. The statutory bases for the relief requested herein are sections 327(a) and 328(a) of title 11 of the United States Code, 11 U.S.C. §§ 101–1532 (the “Bankruptcy Code”),

Rules 2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rules 2014-1 and 2016-2 of the Local Rules of Bankruptcy Practice and Procedure of the

United States Bankruptcy Court for the District of Delaware (the “Local Rules”).

Relief Requested

4. The Debtors seek entry of the Order (a) authorizing the employment and retention of

Evercore as their investment banker in accordance with the terms and conditions of the

Engagement Letter, effective nunc pro tunc to January 23, 2014, and (b) waiving certain time-keeping requirements pursuant to Local Rule 2016-2(h).

Background

5. On November 22, 2013 (the “Petition Date”), each of the Debtors filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code. The Debtors are operating their businesses and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On November 26, 2013, the Court entered an order

[Docket No. 52] authorizing the joint administration and procedural consolidation of these chapter 11 cases pursuant to Bankruptcy Rule 1015(b). No request for the appointment of a trustee or examiner has been made in the chapter 11 cases. On December 5, 2013, the United

States Trustee for the District of Delaware (the “U.S. Trustee”) appointed an official committee

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of unsecured creditors pursuant to section 1102 of the Bankruptcy Code (the “Committee”)

[Docket No. 102].

6. The Debtors are leading designers and developers of electric vehicles with extended range technology, which are also known as Plug-in Hybrid Electric Vehicles, or “PHEVs.” The

Debtors’ PHEVs combine performance, efficiency, and convenience with minimal environmental impact versus traditional internal combustion vehicles.

Services to Be Provided

7. The Debtors and Evercore have agreed on the terms of Evercore’s engagement by the

Debtors, as set forth in the engagement letter dated January 23, 2014 (the “Engagement Letter”).

The Engagement Letter is annexed as Exhibit 1 to Exhibit A attached hereto. As contemplated by the Engagement Letter, Evercore will advise the Debtors in their efforts to consummate the sale of substantially all the Debtors’ assets through a competitive auction process undertaken by the Debtors. The Debtors respectfully submit that Evercore’s employment is necessary to enable the Debtors to efficiently monetize estate assets and to maximize stakeholder value.

8. Subject to further order of the Court, and consistent with the Engagement Letter, the

Debtors propose to retain Evercore to render, among other things, the following limited investment banking services:2

a. advising and assisting the Debtors in a Sale transaction;

b. assisting the Debtors in:

i. conducting an auction process pursuant to bid procedures approved by the Court;

ii. structuring and effecting a Sale;

2 The listed services are a summary of the services Evercore may provide to the Debtors. In the event of any inconsistency between the Engagement Letter and this summary, the Engagement Letter shall govern in all respects. Capitalized terms used in this summary but not otherwise defined herein have the meanings ascribed to them in the Engagement Letter.

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iii. reviewing and analyzing the business, operations and financial projections of the Assets involved in a Sale;

iv. identifying interested parties and/or potential acquirors and, at the Debtors’ request, contacting such interested parties and/or potential acquirors; and

v. advising the Debtors in connection with negotiations with potential interested parties and/or acquirors and aiding in the consummation of a Sale; and

c. providing testimony, as necessary, in any proceedings under the Bankruptcy Code that are pending before the Court with respect to a Sale and/or with respect to the procedures and processes to be employed in connection with a Sale.

9. If the Debtors request that Evercore perform services not contemplated by the

Engagement Letter, Evercore and the Debtors will agree, in writing, on the terms for such services and seek the Court’s approval thereof.

Evercore’s Qualifications

10. Evercore has extensive experience and an excellent reputation in providing

high-quality investment banking services to debtors and creditors in chapter 11 cases and other

restructurings.

11. Established in 1996, Evercore is a leading independent investment banking advisory

and investment management firm. Evercore’s investment banking business includes its advisory

business, which counsels multinational corporations on mergers and acquisitions, divestitures,

special committee assignments, recapitalizations, restructurings, and other strategic transactions.

Evercore and its affiliates serve a diverse set of clients around the world from its offices in New

York, Boston, Chicago, Los Angeles, Washington, D.C., San Francisco, Houston, Minneapolis,

Hong Kong, London, Aberdeen, Mexico City, Monterrey, Sao Paulo, and Rio de Janeiro. Since

the beginning of 2000, Evercore’s corporate advisory and restructuring advisory groups have

advised on over $1.2 trillion of transactions. Its restructuring professionals provide investment

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banking services in financially distressed situations, including advising debtors, creditors, and other constituents in chapter 11 proceedings and out-of-court restructurings.

12. Evercore and its professionals have extensive experience working with financially troubled companies from a variety of industries in complex financial restructurings, both out-of-court and in chapter 11 cases. Evercore professionals have been retained as investment bankers and financial advisors, where they have provided services similar to, or the same as, those they will provide here, to debtors and other constituencies, in numerous cases, including, among others: In re Synagro Technologies, Inc., Case No. 13-11041 (Bankr. D. Del. May 23,

2013); In re Ormet Corp., Case No. 13-10334 (Bankr. D. Del. Apr. 18, 2013); In re Otelco Inc.,

Case No. 13-10593 (Bankr. D. Del. Apr. 18, 2013); In re RDA Holding Co., No. 13-22233

(RDD) (Bankr. S.D.N.Y. Mar. 25, 2013); In re Inspiration Biopharmaceuticals, Inc.,

No. 12-18687 (WCH) (Bankr. D. Mass. Dec. 19, 2012); In re Broadview Networks Holdings,

Inc., No. 12-13581 (SCC) (Bankr. S.D.N.Y. Sept. 14, 2012); In re Circus and Eldorado Joint

Venture, No. 12-51156 (BTB) (Bankr. D. Nev. July 6, 2012); In re Delta Petroleum Corp.,

No. 11-14006 (KJC) (Bankr. D. Del. Jan. 11, 2012); In re Trico Marine Servs., Inc.,

No. 10-12653 (BLS) (Bankr. D. Del. Oct. 6, 2010); In re CIT Group, Inc., No. 09-16565 (ALG)

(Bankr. S.D.N.Y. Nov. 24, 2009); In re General Motors Corp., No. 09-50026 (REG)

(Bankr. S.D.N.Y. Oct. 28, 2009); In re Lyondell Chem. Co., No. 09-10023 (REG) (Bankr.

S.D.N.Y. Feb. 25, 2009).3

13. The resources, capabilities, and experience of Evercore in advising the Debtors are crucial to the Debtors’ chapter 11 strategy and success of the Debtors’ sale process. An investment banker with a deep bench of experience, such as Evercore, fulfills a critical need in

3 Because of the voluminous nature of the orders cited herein, such orders have not been attached to this Application. Copies of these orders are available upon request to the Debtors’ counsel.

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that sale process that complements the services offered by the Debtors’ other potential restructuring professionals. Based on Evercore’s general expertise and specific knowledge of the

Debtors’ business, Evercore is uniquely qualified to assist the Debtors, given the current auction schedule.

14. Evercore was originally retained by the Debtors pursuant to an engagement letter dated April 27, 2012 (which engagement letter was amended on December 17, 2012, and

May 9, 2013), but that engagement was terminated prepetition. Evercore provided extensive prepetition services to the Debtors, including but not limited to: (a) identifying, evaluating, structuring, and negotiating a strategic alliance and strategic investment from a major OEM;

(b) raising capital through debt and equity financings; (c) evaluating the sale, merger, or reorganization of the Debtors; (d) assisting management in developing and executing business plans; and (e) conducting a comprehensive solicitation process for potential strategic alliance partners, purchasers, or investors in the Debtors.4 As a result, Evercore acquired significant

knowledge of the Debtors and their businesses; is intimately familiar with the Debtors’ financial

affairs, capital structure, business operations, key stakeholders, financing documents, and other

related material information; and has previously communicated with a wide universe of potential

buyers specifically regarding the Debtors and the possibility of acquiring the Debtors’ assets.

15. In connection with its prepetition services to the Debtors, Evercore worked closely

with the Debtors’ senior management and their other advisors and has familiarity with the other

major stakeholders that will be involved in these chapter 11 cases. Accordingly, Evercore has

developed relevant experience and expertise with potential buyers regarding the Debtors that

(a) makes Evercore a natural choice as the Debtors’ investment banker and (b) will assist

4 For additional discussion of the services Evercore provided to the Debtors prepetition, see the Declaration of Marc Beilinson in Support of First Day Motions [Docket No. 3].

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Evercore in providing effective and efficient services in these chapter 11 cases. Indeed, if the

Debtors were required to retain an investment banker other than Evercore in connection with

these chapter 11 cases, the Debtors, their estates, and all parties in interest would be unduly

prejudiced by the time and expense necessary to familiarize another professional with the

intricacies of the Debtors and their business, especially given the Debtors’ expedited sale timeline.

No Duplication of Services

16. The Debtors believe that the services Evercore will provide will not duplicate the

services that other professionals will be providing to the Debtors in these chapter 11 cases. The

services Evercore will provide are necessary to the Debtors’ public auction and sale process,

which the Debtors had not originally intended to undertake. Thus, Evercore will carry out

unique functions and will use reasonable efforts to coordinate with the Debtors and their other

professionals retained in these chapter 11 cases to avoid the unnecessary duplication of services.

Professional Compensation

17. Evercore will seek the Court’s approval of its compensation for professional services rendered and reimbursement of expenses incurred in connection with the Debtors’ chapter 11

cases in compliance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the guidelines established by the Office of the United States Trustee for the

District of Delaware (the “U.S. Trustee Guidelines”), and any other applicable procedures and

orders of the Court, and consistent with the proposed compensation set forth in the Engagement

Letter.

18. Investment bankers such as Evercore do not typically charge for their services on an

hourly basis. Instead, they customarily charge a monthly advisory fee plus an additional fee that

is contingent upon the occurrence of a specified type of transaction. The Engagement Letter

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follows this custom and sets forth the monthly and transaction-based fees that are to be payable to Evercore.

19. As set forth more fully in the Engagement Letter, and subject thereto, Evercore will be compensated as follows (the “Fee Structure”):5

a. An initial non-refundable retainer in the amount of $250,000, payable upon approval of this Application.

b. If Evercore’s engagement continues for longer than five weeks, a monthly fee of $150,000 payable on the 27th day of each month commencing February 27, 2014 (the “Monthly Fee”), until the earlier of the consummation of a Sale or the termination of Evercore’s engagement.

c. A fee (a “Sale Fee”) of $500,000 plus (i) $250,000 for any Sale in which the Aggregate Consideration6 exceeds the greater of the Stalking Horse Bids7 plus (ii) the lesser of (a) $1,000,000 and (b) the product of (1) 5% and (2) the amount that the Aggregate Consideration exceeds the sum of (x) the greater of the Stalking Horse Bids and (y) $5,000,000.

d. In addition to any fees that may be payable to Evercore and, regardless of whether any Sale occurs, the Company shall promptly reimburse to Evercore (a) all reasonable and documented expenses (including travel

5 The following is a summary of the Fee Structure. In the event of any inconsistency between the Engagement Letter and this summary, the Engagement Letter shall govern in all respects. Capitalized terms used in this summary but not otherwise defined herein have the meanings ascribed to them in the Engagement Letter.

6 “Aggregate Consideration” means the total fair market value (determined at the time of the closing of a Sale), as determined by the parties, each acting in good faith, of all consideration paid or payable, or otherwise to be distributed to, or received by, directly or indirectly, the Company, its Bankruptcy estate, its creditors and/or the security holders of the Company in connection with a Sale including all (i) cash, securities and other property, (ii) Company debt assumed, satisfied, or paid by a purchaser or which remains outstanding at closing (including, without limitation, the amount of any indebtedness, securities or other property “credit bid” in any Sale; provided that such credit bid shall be subject to the Order [Docket No. 484] issued by the Bankruptcy Court in the Company’s chapter 11 cases) and any other indebtedness and obligations, including tax claims that will actually be paid, satisfied, or assumed by a purchaser from the Company or the security holders of the Company and (iii) amounts placed in escrow and deferred, contingent and installment payments.

7 “Stalking Horse Bid” means all consideration to be paid, or otherwise to be distributed to, or received by, directly or indirectly, the Company, its Bankruptcy estate, its creditors and/or the security holders of the Company, including all (i) cash, securities and other property, (ii) Company debt to be assumed, satisfied, or paid by a purchaser or which will remain outstanding at closing (including, without limitation, the amount of any indebtedness, securities or other property “credit bid”) and any other indebtedness and obligations, including tax claims that will actually be paid, satisfied, or assumed by a purchaser from the Company or the security holders of the Company and (iii) amounts placed in escrow and deferred, contingent and installment payments contemplated by an offer by a potential acquiror to purchase all or substantially all of the Assets pursuant to an order approved by the Bankruptcy Court designating such offer as a stalking horse bid.

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and lodging, data processing and communications charges, courier services, and other reasonable expenditures incurred by Evercore pursuant to services provided under the Engagement Letter) and (b) other reasonable and documented expenses incurred by Evercore pursuant to services provided under the Engagement Letter, including reasonable and documented fees and expenses of one set of counsel, if any (which counsel shall not be required to file fee applications with the Bankruptcy Court).

e. All amounts referenced hereunder reflect United States currency and shall be paid promptly in cash after such amounts accrue hereunder pursuant to any applicable order of the Court governing compensation of professionals retained in the Company’s chapter 11 cases.

20. Evercore’s restructuring capabilities, mergers and acquisitions expertise, and

unparalleled familiarity with the Debtors, their assets, and their operations, were important

factors to the Debtors in determining the Fee Structure. The Debtors believe that the Fee

Structure is comparable to those generally charged by investment banking firms of similar stature to Evercore for comparable engagements, both in and out of bankruptcy proceedings.

The Debtors also believe that the Fee Structure reflects a balance between a fixed, monthly fee,

and a contingency amount that is tied to the consummation and closing of the transactions and

services contemplated by the Debtors and Evercore in the Engagement Letter.

21. The Fee Structure summarized above and described fully in the Engagement

Letter is consistent with Evercore’s normal and customary billing practices for comparably sized and complex cases and transactions, both in and out of court, involving the services to be provided in connection with these chapter 11 cases. Evercore and the Debtors believe that the Fee Structure is both reasonable and market based.

22. To induce Evercore to represent the Debtors, the Fee Structure was established to

reflect the difficulty of the extensive assignments Evercore has undertaken and expects to

undertake and to account for the potential for an unfavorable outcome resulting from factors

outside of Evercore’s control.

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23. The Debtors and Evercore negotiated the Fee Structure to function as an interrelated, integrated unit, in correspondence with Evercore’s services, which Evercore renders not in parts, but as a whole. It would be contrary to the intention of Evercore and the Debtors for any isolated component of the Fee Structure to be treated as sufficient consideration for any isolated portion of Evercore’s services. Instead, the Debtors and

Evercore intend that Evercore’s services be considered as a whole that is to be compensated by the Fee Structure in its entirety.

24. The ultimate benefit to the Debtors derived from the services provided by

Evercore hereunder cannot be measured by a reference to the number of hours expended by

Evercore’s professionals. The Fee Structure was agreed to in anticipation that a substantial commitment of professional time and effort will be required of Evercore and its professionals and in light of the fact that (a) such commitment may foreclose other opportunities for Evercore and (b) the actual time and commitment required of Evercore and its professionals to perform its services may vary substantially from week to week and month to month, creating “peak load” issues for Evercore.

25. In light of the foregoing and given the numerous issues that Evercore may be

required to address in the performance of its services hereunder, Evercore’s commitment to

the variable level of time and effort necessary to address all such issues as they arise, and

the market prices for Evercore’s services for engagements of this nature both in the in-court

and out-of-court contexts, the Debtors believe that the Fee Structure is fair and reasonable

and market based under the standards set forth in section 328(a) of the Bankruptcy Code.

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Recordkeeping

26. It is not the general practice of investment banking firms, including Evercore, to keep

detailed time records similar to those customarily kept by attorneys. Notwithstanding the

foregoing, Evercore intends to file regular fee applications for services rendered and

reimbursement of expenses incurred in accordance with the applicable provisions of the

Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the U.S. Trustee Guidelines, and any applicable orders of the Court. Because Evercore does not ordinarily maintain contemporaneous

time records in one-tenth hour increments or provide or conform to a schedule of hourly rates for

its professionals, Evercore should, pursuant to Local Rule 2016-2(h), be excused from

compliance with such requirements. Instead, Evercore should be required only to maintain time

records in half-hour increments setting forth, in a summary format, a description of the services

rendered by each professional and the amount of time spent on each date by each such individual

in rendering services on behalf of the Debtors.

27. Evercore will also maintain detailed records of any actual and necessary costs and

expenses incurred in connection with the aforementioned services. Evercore’s applications for

compensation and expenses will be paid by the Debtors pursuant to the terms of the Engagement

Letter, in accordance with Local Rule 2016-2(e) and any procedures established by the Court.

Payments to Evercore Prior to the Petition Date and Releases

28. In connection with their prepetition engagement, the Debtors were required to pay

Evercore certain monthly fees. During the 90 days immediately preceding the Petition Date,

Evercore did not receive any payments from the Debtors. Within one year prior to the Petition

Date, the Debtors paid Evercore $909,539.79 in fees and expense reimbursements for services

rendered in connection with the prepetition engagement.

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29. As of the Petition Date, the Debtors owed $551,447.40 to Evercore for fees or

expenses incurred prior to the Petition Date. Evercore has agreed to waive its right to recover on

these amounts and other claims against the Debtors, as provided in the Engagement Letter.

30. In addition, the Debtors are providing Evercore a mutual release from any claims

related to the previous engagements, which are deemed terminated, all as provided in the

Engagement Letter. This mutual release is a critical and negotiated component of the

Engagement Letter under which Evercore has committed to provide substantial resources on a

highly expedited basis in order to maximize the value of the Debtors’ estates through the auction

and sale process. The Debtors believe the release is appropriate in light of the substantial value

Evercore will provide in these chapter 11 cases, as discussed further herein.

Indemnification and Contribution Provisions8

31. Pursuant to Schedule I to the Engagement Letter, the Debtors have agreed to

certain indemnification and contribution provisions (the “Indemnification Provisions”). The

Indemnification Provisions provide that the Debtors will indemnify and hold harmless

Evercore and its affiliates, and their respective members, partners, officers, directors, advisors, representatives, employees, agents, attorneys, affiliates, and controlling persons, if any (collectively, the “Indemnified Persons”), to the fullest extent lawful, from and against

any and all losses, claims, damages, liabilities, and expenses related to, arising out of, or in

connection with, Evercore’s engagement under the Engagement Letter, or any matter

referred to in the Engagement Letter, all as more fully set forth in the Indemnification

Provisions. The Debtors shall not, however, be liable to the extent of any loss, claim,

8 The following is only a summary of the Engagement Letter’s indemnification and contribution provisions. In the event of any inconsistency between the Engagement Letter and this summary, the Engagement Letter shall govern in all respects.

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damage, liability, or expense (a) resulting from the willful misconduct, bad faith, or gross

negligence of an Indemnified Person or (b) related to, arising out of or in connection with

Evercore’s previous engagements under the engagement letters dated April 27, 2012, December

17, 2012, and May 9, 2013.

32. In addition, if the Indemnification Provisions are held to be unavailable (other

than in accordance with the terms of the Engagement Letter) by any court, the Engagement

Letter allocates contribution obligations based on the relative benefits and faults of Evercore

and the Debtors, all as more fully set forth in the Indemnification Provisions.

33. The terms and conditions of the Engagement Letter, including the

Indemnification Provisions, were negotiated by the Debtors and Evercore at arm’s length

and in good faith. The Debtors respectfully submit that the Indemnification Provisions

reflected in the Engagement Letter are customary and, viewed in conjunction with the other

terms of Evercore’s proposed retention, are reasonable terms of consideration for investment

bankers such as Evercore for engagements both out of court and in chapter 11.

Evercore’s Disinterestedness

34. To the best of the Debtors’ knowledge, information, and belief, and except to the

extent disclosed herein and in the Worth Declaration, (a) Evercore is a “disinterested person”

within the meaning of section 101(14) of the Bankruptcy Code, as required by

section 327(a) of the Bankruptcy Code and does not hold or represent an interest adverse to

the Debtors’ estates; and (b) Evercore has no connection to the Debtors, their creditors, their

equity security holders, or other parties in interest.

35. While the Worth Declaration sets forth certain connections that Evercore has with

creditors, equity security holders, and other parties in interest in these chapter 11 cases, all of

these matters are unrelated to these chapter 11 cases. Evercore does not believe that any of these

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matters represent an interest materially adverse to the Debtors’ estates or otherwise create a

conflict of interest regarding the Debtors or these chapter 11 cases.

36. As discussed herein, in connection with Evercore’s prepetition engagement by the

Debtors, Evercore contacted and communicated with many parties regarding a potential sale of

the Debtors’ assets. In addition, Evercore may have experience and relationships unrelated to

this engagement with many of these potential bidders and other parties that Evercore may contact

in connection with the present engagement. Evercore does not believe that any of the

relationships between Evercore and these potential acquirers represent an interest materially

adverse to the Debtors’ estates or otherwise create a conflict of interest regarding the Debtors or

these chapter 11 cases. For the avoidance of doubt, Evercore has not represented any other party

in any matter related to Fisker.

37. Evercore will periodically review its files during the pendency of these chapter 11 cases to ensure that no conflicts or other disqualifying circumstances exist or arise. If any new, relevant facts or relationships are discovered or arise, Evercore will use reasonable efforts to identify such further developments and will promptly file a supplemental declaration, as required by Bankruptcy Rule 2014(a).

Basis for Relief

38. The Debtors seek retention of Evercore as their investment banker pursuant to

section 327(a) of the Bankruptcy Code, which provides that a debtor, subject to Court approval:

[M]ay employ one or more attorneys, accountants, appraisers, auctioneers, or other professional persons, that do not hold or represent an interest adverse to the estate, and that are disinterested persons, to represent or assist the [debtor] in carrying out the [debtor]’s duties under this title.

11 U.S.C.§ 327(a).

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39. Section 1107(b) of the Bankruptcy Code further provides that “a person is not

disqualified for employment under section 327 of [the Bankruptcy Code] by a debtor in possession solely because of such person’s employment by or representation of the debtor before the commencement of the case.” 11 U.S.C. § 1107(b).

40. Additionally, section 328(a) of the Bankruptcy Code, which provides, in relevant part, that the Debtors, “with the court’s approval, may employ or authorize the employment of a professional person under section 327 . . . on any reasonable terms and conditions of employment, including on a retainer, on an hourly basis, on a fixed or percentage fee basis, or on a contingent fee basis . . .” 11 U.S.C. § 328(a). Accordingly, section 328(a) of the Bankruptcy Code permits the compensation of investment bankers on more flexible terms that reflect the nature of their services and market conditions.

41. Bankruptcy Rule 2014(a) also requires that an application for retention include:

[S]pecific facts showing the necessity for the employment, the name of the [firm] to be employed, the reasons for the selection, the professional services to be rendered, any proposed arrangement for compensation, and, to the best of the applicant’s knowledge, all of the [firm’s] connections with the debtor, creditors, any other party in interest, their respective attorneys and accountants, the United States trustee, or any person employed in the office of the United States trustee.

42. The Debtors submit that the Court’s approval of the Debtors’ retention of Evercore in

accordance with the terms and conditions of the Engagement Letter is warranted for the reasons

set forth herein and in the Worth Declaration.

43. First, the requirements of section 327 of the Bankruptcy Code are satisfied. The

Debtors respectfully submit that Evercore’s employment is needed to facilitate the Debtors’

auction and sale process, provide expert advice and testimony regarding financial matters related

to any sale, and to enable the Debtors to discharge their duties as debtors and debtors in

possession. Evercore has extensive experience and an excellent reputation in providing high-

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quality investment banking services to debtors and creditors in bankruptcy reorganizations,

mergers and acquisitions, and other restructurings. By its prepetition engagement, Evercore is

already familiar with the Debtors’ business operations, capital structure, financing

documents, and other material information and is able to assist the Debtors in their

restructuring efforts. The Debtors believe that Evercore is well qualified to provide its

services to the Debtors in a cost-effective, efficient, and timely manner. Furthermore, as detailed above, Evercore does not hold or represent an interest adverse to the Debtors’ estates and is disinterested.

44. Second, the Debtors believe that the Fee Structure is market-based and fair and

reasonable under the standards set forth in section 328(a) of the Bankruptcy Code. The Fee

Structure reflects Evercore’s commitment to the variable level of time and effort necessary to

perform the services they will provide to the Debtors, Evercore’s particular expertise, and the

market prices for Evercore’s services for engagements of this nature both out of court and in a

chapter 11 context.

45. As the United States Court of Appeals for the Fifth Circuit recognized in

In re National Gypsum Co.:

Prior to 1978 the most able professionals were often unwilling to work for bankruptcy estates where their compensation would be subject to the uncertainties of what a judge thought the work was worth after it had been done. That uncertainty continues under the present section 330 of the Bankruptcy Code, which provides that the court award to professional consultants “reasonable compensation” based on relevant factors of time and comparable costs, etc. Under present section 328 the professional may avoid that uncertainty by obtaining court approval of compensation agreed to with the trustee (or debtor or committee).

123 F.3d 861, 862 (5th Cir. 1997) (citations omitted). Owing to this inherent uncertainty, courts

in this and other jurisdictions have approved arrangements similar to the Fee Structure under

section 328 of the Bankruptcy Code. See, e.g., In re Furniture Brands Int’l, Inc., No. 13-12329

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(CSS) (Bankr. D. Del. Oct. 2, 2013); In re iGPS Co. LLC, No. 13-11459 (KG) (Bankr. D. Del.

July 1, 2013); In re Vertis Holdings, Inc., No. 12-12821 (CSS) (Bankr. D. Del. Nov. 20, 2012);

In re Nebraska Book Co., No. 11-12005 (PJW); (Bankr. D. Del. Aug. 10, 2011); In re

Appleseed’s Intermediate Holdings LLC, No. 11-10160 (KG).

46. Furthermore, the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005 amended section 328(a) of the Bankruptcy Code as follows:

The trustee, or a committee appointed under section 1102 of this title, with the court’s approval, may employ or authorize the employment of a professional person under section 327 or 1103 of this title, as the case may be, on any reasonable terms and conditions of employment, including on a retainer, on an hourly basis, on a fixed or percentage fee basis, or on a contingent fee basis.

11 U.S.C. § 328(a) (emphasis added). This change makes clear that debtors are able to retain a professional on a fixed and contingent fee basis with bankruptcy court approval, such as provided for in the Fee Structure.

47. Third, the release by the Debtors provided for in the Engagement Letter between the

Debtors and Evercore should be approved pursuant to section 363 of the Bankruptcy Code as a sound exercise of business judgment and pursuant to Bankruptcy Rule 9019 as a settlement that is within the range of reasonable litigation outcomes. See In re Key3Media Group, Inc., 2006

WL 2842462, at *3 (D. Del. Oct. 2, 2006) (approving settlement as “within the reasonable range of litigation possibilities”); In re Columbia Gas Sys., Inc. 1995 WL 404892, at *1

(Bankr. D. Del. Jun. 16, 1995) (approving settlement as “well within the range of reasonable litigation outcomes”). In the Third Circuit, courts are directed to assess four factors in determining whether to approve a settlement of a debtor’s claims: “(1) the probability of success in litigation; (2) the likely difficulties in collection; (3) the complexity of the litigation involved, and the expense, inconvenience and delay necessarily attending it; and (4) the paramount interest of the creditors.” In re Martin, 91 F.3d 389, 393 (3d Cir. 1996).

Case 13-13087-KG Doc 527 Filed 01/24/14 Page 18 of 21

48. Each of these factors weighs in favor of approving the Debtors’ proposed release.

First, the Debtors do not believe there are any claims against Evercore that could be deemed

likely to succeed on the merits. Second, due to the low probability of success on any potential

claims against Evercore, the likelihood of recovering is similarly low. Third, any attempt to pursue potential claims against Evercore is likely to be complex and time-consuming. And fourth, because the Debtors are receiving a significant waiver of approximately $550,000 in prepetition claims and the ability to utilize Evercore’s expertise without suffering the expense of

educating a new investment banker on the Debtors’ assets and operations, the settlement is a

clear benefit for the Debtors’ estates and creditors. Therefore, the release by the Debtors is appropriate and well within the range of reasonable litigation outcomes.

49. Fourth, the Indemnification Provisions are reasonable under the circumstances and

reflect market conditions, and accordingly should be approved under section 328 of the

Bankruptcy Code. See, e.g., In re United Artists Theatre Co. v. Walton, 315 F.3d 217 (3rd Cir.

2003) (approving indemnification for investment banker where the indemnity clause, including carve out for gross negligence, was “reasonable” and, therefore, permissible under the

Bankruptcy Code). Courts in this jurisdiction have approved market-based provisions similar to

the Indemnification Provisions in other large chapter 11 cases. See, e.g., In re Furniture Brands

Int’l, Inc., No. 13-12329 (CSS) (Bankr. D. Del. Oct. 2, 2013); In re iGPS Co. LLC, No.

13-11459 (KG) (Bankr. D. Del. July 1, 2013); In re Vertis Holdings, Inc., No. 12-12821 (CSS)

(Bankr. D. Del. Nov. 20, 2012); In re Nebraska Book Co., No. 11-12005 (PJW); (Bankr. D. Del.

Aug. 10, 2011) (same); In re Appleseed’s Intermediate Holdings LLC, No. 11-10160 (KG)

(Bankr. D. Del. Feb. 23, 2011) (same).

Case 13-13087-KG Doc 527 Filed 01/24/14 Page 19 of 21

50. Fifth, nunc pro tunc relief is warranted and bankruptcy courts may retroactively

approve a professional’s valuable services. Evercore has provided, and will continue to provide,

valuable services to the Debtors. See In re Arkansas, 798 F.2d 645 (3d Cir. 1986) (holding that

bankruptcy courts have the power to grant retroactive approval of the employment of

professionals under their broad equity power); In re Singson, 41 F.3d 316 (7th Cir. 1994)

(rejecting the “extraordinary circumstance” requirement for granting nunc pro tunc relief); In re

Atkins, 69 F.3d 970 (9th Cir. 1995) (stating that bankruptcy courts “possess the equitable power

to approve retroactively a professional’s valuable but unauthorized services” by granting nunc

pro tunc relief); In re Jarvis, 53 F.3d 416 (1st Cir. 1995) (holding that post facto applications for

professional services are allowed under section 327(a) of the Bankruptcy Code).

51. Courts routinely grant nunc pro tunc relief in this jurisdiction. See, e.g., In re

Furniture Brands Int’l, Inc., No. 13-12329 (CSS) (Bankr. D. Del. Oct. 2, 2013); In re iGPS Co.

LLC, No. 13-11459 (KG) (Bankr. D. Del. July 1, 2013); In re Vertis Holdings, Inc.,

No. 12-12821 (CSS) (Bankr. D. Del. Nov. 20, 2012); In re WP Steel Venture LLC,

No. 12-11661 (KJC) (Bankr. D. Del. Sept. 18, 2012); In re Ritz Camera & Image, L.L.C.,

No. 12-11868 (KG) (Bankr. D. Del. July 27, 2012).

Notice

52. Notice of this Application shall be provided to: (a) the Office of the United States

Trustee for the District of Delaware; (b) counsel to the Committee; (c) counsel to PNC Bank,

N.A., d/b/a Midland Loan Services, a division of PNC Bank, N.A., as successor by merger to

Midland Loan Services, Inc., as collateral agent under that certain Amended and Restated

Collateral Agency Agreement dated as of July 30, 2010; (d) the Internal Revenue Service; (e) the

United States Department of Energy; (f) Silicon Valley Bank; (g) the Delaware Economic

Development Authority; (h) counsel to the United States Department of Energy; (i) counsel to

Case 13-13087-KG Doc 527 Filed 01/24/14 Page 20 of 21

Hybrid Technology, LLC; (j) counsel to Hybrid Tech Holdings, LLC; and (k) any party that has requested notice pursuant to Bankruptcy Rule 2002. The Debtors submit that, in light of the nature of the relief requested, no other or further notice need be given.

No Prior Request

53. No prior application for the relief requested herein has been made to this or any other court.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Case 13-13087-KG Doc 527 Filed 01/24/14 Page 21 of 21 Case 13-13087-KG Doc 527-1 Filed 01/24/14 Page 1 of 3

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

) In re: ) Chapter 11 ) FISKER AUTOMOTIVE HOLDINGS, INC., et al.,1 ) Case No. 13-13087 (KG) ) Debtors. ) (Jointly Administered) ) )Objection Deadline: February 7, 2014 at 4:00 p.m. ET )Hearing Date: February 14, 2014 at 9:30 a.m. ET

NOTICE OF APPLICATION OF THE DEBTORS FOR ENTRY OF AN ORDER (A) AUTHORIZING THE EMPLOYMENT AND RETENTION OF EVERCORE GROUP L.L.C. AS INVESTMENT BANKER FOR THE DEBTORS AND DEBTORS IN POSSESSION, EFFECTIVE NUNC PRO TUNC TO JANUARY 23, 2014, AND (B) WAIVING CERTAIN TIME-KEEPING REQUIREMENTS PURSUANT TO LOCAL RULE 2016-2(H)

To: (a) the Office of the United States Trustee for the District of Delaware; (b) counsel to the Committee; (c) counsel to PNC Bank, N.A., d/b/a Midland Loan Services, a division of PNC Bank, N.A., as successor by merger to Midland Loan Services, Inc., as collateral agent under that certain Amended and Restated Collateral Agency Agreement dated as of July 30, 2010; (d) the Internal Revenue Service; (e) the United States Department of Energy; (f) Silicon Valley Bank; (g) the Delaware Economic Development Authority; (h) counsel to the United States Department of Energy; (i) counsel to Hybrid Technology, LLC; (j) counsel to Hybrid Tech Holdings, LLC; and (k) any party that has requested notice pursuant to Bankruptcy Rule 2002.

PLEASE TAKE NOTICE that on January 24, 2014, the above-captioned debtors (collectively, the “Debtors”), filed the Application of the Debtors for Entry of an Order

(A) Authorizing the Employment and Retention of Evercore Group L.L.C. as Investment Banker for the Debtors and Debtors in Possession, Effective Nunc Pro Tunc to January 23, 2014, and

(B) Waiving Certain Time-Keeping Requirements Pursuant to Local Rule 2016-2(h) (the

“Application”) with the Clerk of the United States Bankruptcy Court for the District of

Delaware. A copy of the Application is attached hereto.

DOCS_DE:191283.1 28353/001

Case 13-13087-KG Doc 527-1 Filed 01/24/14 Page 2 of 3

PLEASE TAKE FURTHER NOTICE that any response or objection to the

relief sought in the Application must be filed with the Bankruptcy Court on or before

February 7, 2014 at 4:00 p.m. (prevailing Eastern Time).

PLEASE TAKE FURTHER NOTICE that at the same time, you must also

serve a copy of the response or objection upon: (i) counsel to the Debtors: (a) Kirkland & Ellis

LLP, 300 North LaSalle, Chicago, IL 60654, Attn: James H.M. Sprayregen, P.C., Esquire, Anup

Sathy, P.C., Esquire, and Ryan Preston Dahl, Esquire, and (b) Pachulski Stang Ziehl & Jones,

LLP, 919 North Market Street, 17th Floor, Wilmington, Delaware 19801, Attn: Laura Davis

Jones, Esquire; (ii) [proposed] counsel to the Official Committee of Unsecured Creditors:

(a) Brown Rudnick LLP, Seven Times Square, New York, NY 10036, Attn: William R. Baldiga,

Esquire, and (b) Saul Ewing LLP, 222 Delaware Avenue, Suite 1200, P.O. Box 1266,

Wilmington, Delaware 19899, Attn: Mark Minuti, Esquire, and Lucian B. Murley, Esquire; and

(iii) the Office of the United States Trustee, 844 King Street, Suite 2207, Lockbox 35,

Wilmington, DE 19801 Attn: Mark Kenney, Esquire.

PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND IN

ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF

REQUESTED IN THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

DOCS_DE:191283.1 28353/001 2

Case 13-13087-KG Doc 527-1 Filed 01/24/14 Page 3 of 3

PLEASE TAKE FURTHER NOTICE THAT, IF OBJECTIONS OR

RESPONSES ARE TIMELY FILED AND SERVED IN ACCORDANCE WITH THIS

NOTICE, A HEARING ON THE APPLICATION WILL BE HELD BEFORE THE

HONORABLE KEVIN GROSS, CHIEF UNITED STATES BANKRUPTCY JUDGE, AT THE

UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824

MARKET STREET, 6TH FLOOR, COURTROOM NO. 3, WILMINGTON, DELAWARE

19801 ON FEBRUARY 14, 2014 AT 9:30 A.M. (PREVAILING EASTERN TIME).

Dated: January 24, 2014 /s/ James E. O’Neill Wilmington, Delaware Laura Davis Jones (DE Bar No. 2436) James E. O’Neill (DE Bar No. 4042) Peter J. Keane (DE Bar No. 5503) PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, Delaware 19899-8705 (Courier 19801) Telephone: (302) 652-4100 Facsimile: (302) 652-4400 Email: [email protected] [email protected] [email protected] - and - James H.M. Sprayregen, P.C. (admitted pro hac vice) Anup Sathy, P.C. (admitted pro hac vice) Ryan Preston Dahl (admitted pro hac vice) KIRKLAND & ELLIS LLP 300 North LaSalle Street Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Email: [email protected] [email protected] [email protected]

Attorneys for the Debtors and Debtors in Possession

DOCS_DE:191283.1 28353/001 3

Case 13-13087-KG Doc 527-2 Filed 01/24/14 Page 1 of 23

EXHIBIT A

Proposed Order

Case 13-13087-KG Doc 527-2 Filed 01/24/14 Page 2 of 23

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

) In re: ) Chapter 11 ) FISKER AUTOMOTIVE HOLDINGS, INC., et al.,1 ) Case No. 13-13087 (KG) ) Debtors. ) (Jointly Administered) ) )Re: Docket No. [___]

ORDER (A) AUTHORIZING THE EMPLOYMENT AND RETENTION OF EVERCORE GROUP L.L.C. AS INVESTMENT BANKER FOR THE DEBTORS AND DEBTORS IN POSSESSION, EFFECTIVE NUNC PRO TUNC TO JANUARY 23, 2014, AND (B) WAIVING CERTAIN TIME-KEEPING REQUIREMENTS PURSUANT TO LOCAL RULE 2016-2(H)

Upon the application (the “Application”)2 of the above-captioned debtors (collectively,

the “Debtors”) for entry of this Order (a) authorizing the Debtors to employ and retain Evercore

Group L.L.C. (“Evercore”) as their investment banker, effective nunc pro tunc to

January 23, 2014, and (b) waiving certain time-keeping requirements pursuant to Local Rule

2016-2(h), all as more fully set forth in the Application; and upon the Worth Declaration; and this Court having jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the

Amended Standing Order of Reference from the United States District Court for the District of

Delaware, dated February 29, 2012; and this Court having found that this is a core proceeding

pursuant to 28 U.S.C. § 157(b)(2), and that this Court may enter a final order consistent with

Article III of the United States Constitution; and this Court having found that venue of this

proceeding and the Motion in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and

2 Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Application.

Case 13-13087-KG Doc 527-2 Filed 01/24/14 Page 3 of 23

this Court having found that the relief requested in the Motion is in the best interests of the

Debtors’ estates, their creditors, and other parties in interest; and this Court having found that notice of and opportunity for a hearing on the Motion were appropriate and no other notice need be provided; and this Court having reviewed the Motion and having heard the statements in support of the relief requested therein at a hearing before this Court (the “Hearing”); and this

Court having determined that the legal and factual bases set forth in the Motion and at the

Hearing establish just cause for the relief granted herein; and upon all of the proceedings had before this Court; and after due deliberation and sufficient cause appearing therefor, it is

HEREBY ORDERED THAT:

1. The Application is GRANTED as set forth herein.

2. The Debtors are authorized, effective nunc pro tunc to January 23, 2014, to employ and retain Evercore as their investment banker in accordance with the terms and conditions set forth in the Application and the Engagement Letter attached hereto as Exhibit 1, subject to the terms of this Order.

3. The terms of Evercore’s Engagement Letter are approved and Evercore shall be compensated and reimbursed pursuant to section 328(a) of the Bankruptcy Code in accordance with, and at all times specified by, the Engagement Letter; provided that such fees shall be reviewed and subject to allowance on an interim and final basis, as applicable, in accordance with the procedures set forth in the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the

U.S. Trustee Guidelines, and any other applicable orders of this Court.

4. Notwithstanding the preceding paragraph of this Order and any provision to the contrary in the Application or the Engagement Letter, the U.S. Trustee shall have the right to object to Evercore’s request for compensation and reimbursement based on the reasonableness

Case 13-13087-KG Doc 527-2 Filed 01/24/14 Page 4 of 23

standard provided in section 330 of the Bankruptcy Code, not section 328(a) of the Bankruptcy

Code; provided that “reasonableness” shall be evaluated by comparing (among other things) the

fees payable in these cases to fees paid to comparable investment banking firms with similar experience and reputation offering comparable services in other chapter 11 cases and shall not be evaluated primarily on an hourly or length-of-case based criteria.

5. In light of the services to be provided by Evercore and the compensation structure

in the Engagement Letter, Evercore and its professionals shall be excused from: (a) the

requirement to maintain or provide detailed time records in accordance with Bankruptcy

Rule 2016(a), Local Rule 2016-2, and the U.S. Trustee Guidelines and (b) conforming with a

schedule of hourly rates for its professionals. Instead, and notwithstanding that Evercore does

not charge for its services on an hourly basis, Evercore will nonetheless maintain records (in

summary format) of its services rendered for the Debtors, including descriptions of those

services, the time expended in providing those services in half-hour increments, and the

individuals who provided those services. Evercore will present such records together with any

fee applications filed with this Court.

6. Evercore and the Indemnified Persons shall not be entitled to any indemnification

pursuant to the terms of the Engagement Letter for any claims, liabilities, losses, expenses, and

damages incurred by the Indemnified Persons resulting from the bad faith, willful misconduct, or

gross negligence of an Indemnified Person.

7. The indemnification provisions set forth in the Engagement Letter are approved,

subject during the pendency of these cases to the following:

a. subject to the provisions of subparagraphs (b) and (c) below, the Debtors are authorized to indemnify, and shall indemnify, Evercore for any claims arising from, related to, or in connection with the services to be provided by Evercore as specified in the Application, but not for any claim arising

Case 13-13087-KG Doc 527-2 Filed 01/24/14 Page 5 of 23

from, related to, or in connection with Evercore’s postpetition performance of any other services other than those in connection with the engagement, unless such post-petition services and indemnification therefore are approved by this Court;

b. the Debtors shall have no obligation to indemnify Evercore for any claim or expense that is either (i) judicially determined (the determination having become final) to have arisen from Evercore’s bad faith, gross negligence, or willful misconduct, or (ii) settled prior to a judicial determination as to Evercore’s bad faith, gross negligence, or willful misconduct, but determined by this Court, after notice and a hearing pursuant to subparagraph (c) infra, to be a claim or expense for which Evercore is not entitled to receive indemnity under the terms of the Application; and

c. if, before the earlier of (i) the entry of an order confirming a chapter 11 plan in this case (that order having become a final order no longer subject to appeal), and (ii) the entry of an order closing this chapter 11 case, Evercore believes that it is entitled to the payment of any amounts by the Debtors on account of the Debtors’ indemnification obligations under the Application, including, without limitation, the advancement of defense costs, Evercore must file an application in this Court, and the Debtors may not pay any such amounts to Evercore before the entry of an order by this Court approving the payment. This subparagraph (c) is intended only to specify the period of time under which the Court shall have jurisdiction over any request for fees and expenses by Evercore for indemnification, and not as a provision limiting the duration of the Debtors’ obligation to indemnify Evercore.

8. Notwithstanding any provision in the Engagement Letter to the contrary, the contribution obligations of the Indemnified Parties shall be limited to the amount of fees actually received by Evercore from the Debtors pursuant to the Engagement Letter, this Order, or subsequent orders of this Court.

9. To the extent requested in the Application, Evercore is granted a waiver of the information requirements relating to compensation requests set forth in Local Rule 2016-2(d).

10. In addition to compensation for professional services rendered by Evercore, pursuant to the terms of the Engagement Letter, Evercore is entitled to reimbursement by the Debtors for reasonable expenses incurred in connection with the performance of its engagement under the

Case 13-13087-KG Doc 527-2 Filed 01/24/14 Page 6 of 23

Engagement Letter, including, without limitation, the reasonable and documented fees, disbursements, and other charges of Evercore’s counsel (which counsel shall not be required to be retained pursuant to section 327 of the Bankruptcy Code or otherwise).

11. The terms and conditions of this Order are immediately effective and enforceable upon its entry.

12. The Debtors are authorized to take all actions necessary to effectuate the relief granted in this Order in accordance with the Application.

13. This Court retains jurisdiction with respect to all matters arising from or related to the implementation, interpretation, and enforcement of this Order.

Dated: ______, 2014 Wilmington, Delaware The Honorable Kevin Gross Chief United States Bankruptcy Judge

Case 13-13087-KG Doc 527-2 Filed 01/24/14 Page 7 of 23

EXHIBIT 1

Engagement Letter

Case 13-13087-KG Doc 527-2 Filed 01/24/14 Page 8 of 23

January 23, 2014

Fisker Automotive Holdings, Inc. Attention: Marc Beilinson, Chief Restructuring Officer 3080 Airway Avenue Costa Mesa, California 92626

Gentlemen:

This engagement letter (this “Agreement”) is to formalize the arrangement between Evercore Group L.L.C. (“Evercore”) and Fisker Automotive Holdings, Inc. and Fisker Automotive, Inc. (collectively, the “Company”) regarding the retention of Evercore by the Company as a financial advisor for the limited purposes set forth herein. This Agreement is intended to govern in the entirety the relationship, rights and obligations of Evercore and the Company and, as such, supersedes the previous agreement between Evercore and the Company dated May 9, 2013, which has been terminated in accordance with its terms and, for the avoidance of doubt, will have no further force and effect.

Assignment Scope:

The Company hereby retains Evercore, on the terms and conditions set forth herein, as the Company’s financial advisor for the limited purpose of marketing and selling all or substantially all of the Company’s assets (collectively, the “Assets”). Evercore will provide the services described herein to the Company in connection with a Sale (as defined below).

As used in this Agreement, the term “Sale” shall mean, in one or a series of transactions: (a) a sale or acquisition by which all or substantially all of the Assets are directly or indirectly sold or transferred; (b) a merger, consolidation, or other business combination by which all or substantially all of the Assets are directly or indirectly sold or transferred to, or combined with, another entity (other than an ordinary course intra-company transaction); and (c) any transaction similar to (a) or (b). For the avoidance of doubt: (i) any of (a) through (c) is a Sale whether or not pursuant to 11 U.S.C. §101 et. seq., as from time to time amended, and any other current or future federal statute or regulation that may be applicable to a restructuring or liquidation of the Company (11 U.S.C. §101 et. seq. and those other statutes and regulations are referred to herein generically as the “Bankruptcy Code”) and whether or not pursuant to section 363 of the Bankruptcy Code or a plan of reorganization or liquidation; and (ii) any of (a) through (c) is a Sale whether or not achieved directly or indirectly by means of a sale, transfer or other disposition of all or a portion of the business or existing equity or securities of the Company.

In rendering its services hereunder, Evercore is not assuming any responsibility for the Company’s underlying business decision to pursue or not to pursue any business strategy or to consummate or not to consummate any transaction, including any Sale.

Case 13-13087-KG Doc 527-2 Filed 01/24/14 Page 9 of 23 Fisker Automotive Holdings, Inc. January 23, 2014 Page 2

Evercore shall not have any obligation or responsibility to the Company (i) to provide financial advisory or investment banking services except for the limited purpose expressly set forth herein, (ii) to provide accounting, audit, “crisis management” or business consultant services, (iii) for design or implementation of operating, organizational, administrative, cash management or liquidity improvements or (iv) to provide any tax, legal or other specialist advice. The Company confirms that it will rely on its own counsel, accountants and similar expert advisors for legal, accounting, tax and other similar advice.

Description of Services:

1. Evercore agrees, in consideration of the compensation provided in Section 2 below, to perform the following services, to the extent it deems such services necessary, appropriate and feasible:

a. Advising and assisting the Company in a Sale transaction, if the Company determines to undertake such a transaction;

b. Providing testimony, as necessary, in any proceedings under the Bankruptcy Code that are pending before a court (generically referred to herein as the “Bankruptcy Court”) with respect to a Sale and/or with respect to the procedures and processes to be employed in connection with a Sale; and,

c. If the Company pursues a Sale, assisting the Company in:

i. Conducting an auction process pursuant to bid procedures approved by the Bankruptcy Court;

ii. Structuring and effecting a Sale;

iii. Reviewing and analyzing the business, operations and financial projections of the Assets involved in a Sale;

iv. Identifying interested parties and/or potential acquirors and, at the Company’s request, contacting such interested parties and/or potential acquirors; and

v. Advising the Company in connection with negotiations with potential interested parties and/or acquirors and aiding in the consummation of a Sale.

If the Company seeks services from Evercore that are not specified hereunder, including, without limitation, general investment banking advice and advice in connection with any restructuring or financing, such services will be provided only upon further agreement among Evercore, the Company and upon further order of the Bankruptcy Court.

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Fees and Expenses:

2. As compensation for the services rendered by Evercore hereunder, the Company agrees to pay Evercore the following fees in cash as and when set forth below: a. An initial non-refundable retainer in the amount of $250,000, payable upon approval of Evercore’s retention application by the Bankruptcy Court. b. A monthly fee of $150,000 (a “Monthly Fee”), payable on the 27th day of each month commencing on February 27, 2014 until the earlier of the consummation of a Sale transaction or the termination of Evercore’s engagement. c. A fee (a “Sale Fee”), payable upon consummation of a Sale, equal to the sum of: i. $500,000, plus ii. $250,000 for any Sale in which the Aggregate Consideration (as defined below) exceeds the greater of the Stalking Horse Bids (as defined below), plus iii. the lesser of (a) $1,000,000 and (b) the product of (1) 5% and (2) the amount that the Aggregate Consideration exceeds the sum of (x) the greater of the Stalking Horse Bids and (y) $5,000,000. As used in this Agreement, the term “Aggregate Consideration” shall mean the total fair market value (determined at the time of the closing of a Sale), as determined by the parties, each acting in good faith, of all consideration paid or payable, or otherwise to be distributed to, or received by, directly or indirectly, the Company, its Bankruptcy estate, its creditors and/or the security holders of the Company in connection with a Sale including all (i) cash, securities and other property, (ii) Company debt assumed, satisfied, or paid by a purchaser or which remains outstanding at closing (including, without limitation, the amount of any indebtedness, securities or other property “credit bid” in any Sale; provided that such credit bid shall be subject to the Order [Docket No. 484] issued by the Bankruptcy Court in the Company’s chapter 11 cases) and any other indebtedness and obligations, including tax claims that will actually be paid, satisfied, or assumed by a purchaser from the Company or the security holders of the Company and (iii) amounts placed in escrow and deferred, contingent and installment payments. “Stalking Horse Bid” shall mean all consideration to be paid, or otherwise to be distributed to, or received by, directly or indirectly, the Company, its Bankruptcy estate, its creditors and/or the security holders of the Company, including all (i) cash, securities and other property, (ii) Company debt to be assumed, satisfied, or paid by a purchaser or which will remain outstanding at closing (including, without limitation, the amount of any indebtedness, securities or other property “credit bid”) and any other indebtedness and obligations, including tax claims that will actually be paid, satisfied, or assumed by a purchaser from the Company or the security holders of the Company and (iii) amounts placed in escrow and deferred, contingent and installment payments contemplated by an offer by a potential acquiror to purchase all or substantially all

Case 13-13087-KG Doc 527-2 Filed 01/24/14 Page 11 of 23 Fisker Automotive Holdings, Inc. January 23, 2014 Page 4

of the Assets pursuant to an order approved by the Bankruptcy Court designating such offer as a stalking horse bid. d. In addition to any fees that may be payable to Evercore and, regardless of whether any Sale occurs, the Company shall promptly reimburse to Evercore (a) all reasonable and documented expenses (including travel and lodging, data processing and communications charges, courier services and other reasonable expenditures incurred by Evercore pursuant to this Agreement) and (b) other reasonable and documented fees and expenses incurred by Evercore pursuant to services provided under this Agreement, including reasonable and documented expenses of one set of counsel, if any (which counsel shall not be required to file fee applications with the Bankruptcy Court). e. All amounts referenced hereunder reflect United States currency and shall be paid promptly in cash after such amounts accrue hereunder pursuant to any applicable order of the Bankruptcy Court governing compensation of professionals retained in the Company’s chapter 11 cases. Consideration expressed in foreign currency shall be converted, for purposes of this Agreement, into United States currency at the closing exchange rate of the date the Company receives the corresponding consideration. In addition, the Company and Evercore acknowledge and agree that more than one fee may be payable to Evercore under subparagraphs (2)(a), (2)(b), (2)(c), (2)(d), and/or (2)(e) hereof in connection with any single transaction or a series of transactions, it being understood and agreed that if more than one fee becomes so payable to Evercore in connection with a series of transactions, each such fee shall be paid to Evercore.

Retention in Bankruptcy Code Proceedings:

3. The Company agrees that it will use commercially reasonable efforts to obtain prompt authorization from the Bankruptcy Court to retain Evercore on the terms and conditions set forth in this Agreement under the provisions of 11 U.S.C. §§ 327 and 328 subject to the standard of review provided in Section 328(a), and not subject to the standard of review under 11 U.S.C. § 330 or any other standard of review. Subject to being so retained, Evercore agrees that during the pendency of any such proceedings, it shall continue to perform its obligations under this Agreement and that it shall file interim and final applications for allowance of the fees and expenses payable to it under the terms of this Agreement pursuant to the applicable Federal Rules of Bankruptcy Procedure, and the local rules and orders of the Bankruptcy Court. The Company shall supply Evercore with a draft of the application and proposed retention order authorizing Evercore’s retention sufficiently in advance of the filing of such application and proposed order to enable Evercore and its counsel to review and comment thereon. Evercore shall be under no obligation to provide any services under this Agreement in the event that the Company becomes a debtor under the Bankruptcy Code unless Evercore’s retention under the terms of this Agreement is approved under Section 328(a) by final order of the Bankruptcy Court, not subject to appeal, which order is acceptable to Evercore. In so agreeing to seek Evercore’s retention under Section 328(a), the Company acknowledges that it believes that

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Evercore’s general restructuring experience and expertise, its knowledge of the capital markets and its merger and acquisition capabilities will inure to the benefit of the Company in pursuing any Sale, that the value to the Company of Evercore’s services hereunder derives in substantial part from that expertise and experience and that, accordingly, the structure and amount of the contingent fees are reasonable under the standard set forth in Section 328(a), regardless of the number of hours to be expended by Evercore’s professionals in the performance of the services to be provided hereunder. No fee payable to any other person, by the Company or any other party, shall reduce or otherwise affect any fee payable hereunder to Evercore.

Other:

4. The Company and Evercore each hereby waives and releases any and all claims, including without limitation for fees, expense reimbursement, indemnification, or otherwise any such claims arising under, in respect of, or otherwise related to any previous engagement of Evercore by the Company, including without limitation the engagements pursuant to the engagement letters dated May 9, 2013, December 17, 2012, and/or April 27, 2012.

5. Evercore’s engagement hereunder is premised on the assumption that the Company will make available to Evercore all information and data that Evercore reasonably deems appropriate in connection with its activities on the Company’s behalf and will not omit or withhold any material information. The Company represents and warrants to Evercore that, to the best of its knowledge, any information furnished to Evercore by the Company in connection with the services provided by Evercore pursuant to this Agreement, as of the date so furnished, was and will be true and correct in all material respects. The Company recognizes and consents to the fact that (a) Evercore will use and rely on the accuracy and completeness of public reports and other information provided by others, including information provided by the Company, other parties and their respective officers, employees, auditors, attorneys or other agents in performing the services contemplated by this Agreement, and (b) Evercore does not assume responsibility for, and may rely without independent verification upon, the accuracy and completeness of any such information.

6. Evercore's engagement hereunder may be terminated by the Company or Evercore at any time upon written notice and without liability or continuing obligation to the Company or Evercore, except that following such termination Evercore shall remain entitled to any fees accrued pursuant to Section 2 but not yet paid prior to such termination or expiration, as the case may be, and to reimbursement of expenses incurred prior to such termination or expiration, as the case may be, and Evercore shall remain entitled to full payment of all fees contemplated by Section 2 hereof in respect to any Sale occurring during the period from the date hereof until six (6) months following such termination or expiration, as the case may be. In addition, paragraphs 3 to 18 shall survive any such termination.

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7. Nothing in this Agreement, expressed or implied, is intended to confer or does confer on any person or entity other than the parties hereto or their respective successors and assigns, and to the extent expressly set forth in accordance with the indemnification agreement (“Indemnification Agreement”) attached to this Agreement as Schedule I, the Indemnified Persons (as defined in the Indemnification Agreement), any rights or remedies under or by reason of this Agreement or as a result of the services to be rendered by Evercore hereunder. The Company acknowledges that Evercore is not acting as an agent of the Company or in a fiduciary capacity with respect to the Company and that Evercore is not assuming any duties or obligations other than those expressly set forth in this Agreement. Nothing contained herein shall be construed as creating, or be deemed to create, the relationship of employer and employee between the parties, nor any agency, joint venture or partnership. Evercore shall at all times be and be deemed to be an independent contractor. Nothing herein is intended to create or shall be construed as creating a fiduciary relationship between Evercore and the Company or its Board of Directors. No party to this Agreement nor its employees or agents shall have any authority to act for or to bind the other party in any way or to sign the name of the other party or to represent that that the other party is in any way responsible for the acts or omissions of such party.

8. As part of the compensation payable to Evercore hereunder, the Company agrees to indemnify Evercore and certain related persons in accordance with the Indemnification Agreement. Such indemnification provisions are an integral part of this Agreement, and the terms thereof are incorporated by reference herein. Such indemnification provisions shall survive any termination or completion of Evercore’s engagement hereunder.

9. The Company agrees that it is solely responsible for any decision regarding a Sale, regardless of the advice provided by Evercore with respect to such a Sale. The Company acknowledges that the Company’s appointment of Evercore pursuant to this Agreement is not intended to achieve or guarantee the closing of a Sale and that Evercore is not in a position to guarantee the achievement or closing of a Sale.

10. The Company recognizes that Evercore has been engaged only by the Company and that the Company’s engagement of Evercore is not deemed to be on behalf of and is not intended to confer rights on any shareholder, partner or other owner of the Company, any creditor, lender or any other person not a party hereto or any of its affiliates or their respective directors, officers, members, agents, employees or representatives. Unless otherwise expressly agreed, no one, other than senior management or the Board of Directors of the Company, is authorized to rely upon the Company’s engagement of Evercore or any statements, advice, opinions or conduct by Evercore. Without limiting the foregoing, any advice, written or oral, rendered to the Company’s Board of Directors or senior management in the course of the Company’s engagement of Evercore is solely for the purpose of assisting senior management or the Board of Directors of the Company, as the case may be, in evaluating the Sale and does not constitute a recommendation to any stakeholder of the Company that such stakeholder might or should take in connection with a Sale.

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Any advice, written or oral, rendered by Evercore may not be disclosed publicly or made available to third parties without the prior written consent of Evercore; provided however, that the Company may disclose to the official committee of unsecured creditors in the Company’s chapter 11 cases (the “Unsecured Creditors Committee”), on a confidential basis and without reliance thereon, any final written presentation or other final written document prepared by Evercore and delivered to the Company in connection with Evercore’s engagement hereunder, provided further that (i) each such transmission shall be accompanied by a written statement that such materials are confidential and may not be relied upon and (ii) the Company provides Evercore with advance notice of each such transmission. The Company will be responsible for any breach of these obligations by a member of the Unsecured Creditors Committee.

11. In order to coordinate Evercore’s efforts on behalf of the Company during the period of Evercore’s engagement hereunder, the Company will promptly inform Evercore of any discussions, negotiations, or inquiries regarding a potential Sale, including any such discussions or inquiries that have occurred during the six month period prior to the date of this Agreement.

12. This Agreement (including the Indemnification Agreement) between Evercore and the Company, embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect this Agreement in any other respect, which will remain in full force and effect. This Agreement may not be amended or modified except in writing signed by each of the parties.

13. In the event that, Evercore becomes involved in any legal proceeding or investigation related to the Company or is required by government regulation, subpoena or other legal process to produce documents, or to make its current or former personnel available as witnesses at deposition or trial, the Company will reimburse Evercore for the reasonable fees and expenses of its counsel incurred in responding to such a request. Nothing in this paragraph shall affect in any way the Company’s obligations pursuant to the separate Indemnification Agreement attached hereto.

14. The Company agrees that Evercore shall have the right to place advertisements in financial and other newspapers and journals at its own expense describing its services to the Company hereunder.

15. The Company acknowledges that Evercore, in the ordinary course, may have received information and may receive information from third parties which could be relevant to this engagement but is nevertheless subject to a contractual, equitable or statutory obligation of confidentiality, and that Evercore is under no obligation hereby to disclose any such information or include such information in its analysis or advice provided to the Company. In addition, Evercore or one or more of its affiliates may in the past have had, and may currently or in the future have, investment banking, investment management, financial advisory or other relationships with the Company

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and its affiliates, potential parties to a Sale and their affiliates or persons that are competitors, customers or suppliers of (or have other relationships with) the Company or its affiliates or potential parties to a Sale or their affiliates, and from which conflicting interests or duties may arise. Nothing contained herein shall limit or preclude Evercore or any of its affiliates from carrying on (i) any business with or from providing any financial or non-financial services to any party whatsoever, including, without limitation, any competitor, supplier or customer of the Company, or any other party which may have interests different from or adverse to the Company or (ii) its business as currently conducted or as such business may be conducted in the future. Notwithstanding the foregoing, during the terms of this Agreement, Evercore shall not provide financial advisory services to any party (other than the Company) with respect to the Sale. The Company also acknowledges that Evercore and its affiliates engage in a wide range of activities for their own accounts and the accounts of customers, including corporate finance, mergers and acquisitions, equity sales, trading and research, private equity, asset management and related activities. In the ordinary course of such businesses, Evercore and its affiliates may at any time, directly or indirectly, hold long or short positions and may trade or otherwise effect transactions for their own accounts or the accounts of customers, in debt or equity securities, senior loans and/or derivative products relating to the Company or its affiliates, potential parties to a Sale and their affiliates or persons that are competitors, customers or suppliers of the Company. The Company and Evercore understand and acknowledge that Evercore may need to testify on behalf of the Company’s chapter 11 estates for purposes of obtaining the Bankruptcy Court’s approval of the Sale and/or confirmation of the Company’s chapter 11 plan (the “Plan”); it being understood that neither Evercore nor its representatives may volunteer to provide analysis or testimony as to any dispute regarding allocation of value between particular assets subject to such Sale with respect to any competing bid subsequent to the approval of any Sale and/or confirmation of such Plan.

16. The Company agrees to provide and procure all corporate, financial and other information regarding the Company and control persons, as Evercore may require to satisfy its obligations as a U.S. financial institution under the USA PATRIOT Act.

17. For the convenience of the parties hereto, any number of counterparts of this Agreement may be executed by the parties hereto, each of which shall be an original instrument and all of which taken together shall constitute one and the same Agreement. Delivery of a signed counterpart of this Agreement by facsimile transmission shall constitute valid sufficient delivery thereof.

18. Except as provided herein, the parties hereby irrevocably consent to the exclusive jurisdiction of any New York State or United States federal court sitting in the Borough of Manhattan of the City of New York over any action or proceeding arising out of or relating to this Agreement, and the parties hereby irrevocably agree that all claims in respect of such action or proceeding may be heard in such New York State or federal court. The parties irrevocably agree to waive all rights to trial by jury in any such action or proceeding and irrevocably consent to the service of any and all

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process in any such action or proceeding by the mailing of copies of such process to each party at its address set forth above. The parties agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The Agreement and any claim related directly or indirectly to this Agreement shall be governed by and construed in accordance with the laws of the State of New York (without regard to conflicts of law principles). The parties further waive any objection to venue in the State of New York and any objection to any action or proceeding in such state on the basis of forum non conveniens.

* * *

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Schedule I Indemnification Agreement

January 23, 2014

Fisker Automotive Holdings, Inc. Attention: Marc Beilinson, Chief Restructuring Officer 3080 Airway Avenue Costa Mesa, California 92626

Gentlemen:

In connection with the engagement of Evercore Group L.L.C. (“Evercore”) to render financial advisory services to Fisker Automotive Holdings, Inc. and Fisker Automotive, Inc. (collectively, the “Company”) pursuant to the engagement letter, dated January 23, 2014 (the “Engagement Letter”), the Company and Evercore are entering into this Indemnification Agreement (this “Agreement”). It is understood and agreed that in the event that Evercore or any of its members, partners, officers, directors, advisors, representatives, employees, agents, attorneys, affiliates or controlling persons, if any (each of the foregoing, including Evercore, an “Indemnified Person”), become involved in any capacity in any claim, action, proceeding or investigation brought or threatened by or against any person, including the Company’s stockholders, related to, arising out of or in connection with Evercore’s engagement under the Engagement Letter (the “Engagement”), and not, for the avoidance of doubt, related to, arising out of or in connection with Evercore’s previous engagements under the engagement letters dated April 27, 2012, December 17, 2012, and May 9, 2013, Evercore’s performance of any service in connection therewith or any transaction contemplated thereby, the Company will promptly reimburse each such Indemnified Person for its reasonable legal and other expenses (including the reasonable cost of any investigation and preparation) as and when they are incurred in connection therewith, except to the extent that any such loss, claim, damage, liability or expense is found to have resulted from such Indemnified Person's gross negligence, bad faith or willful misconduct. The Company will indemnify and hold harmless each Indemnified Person from and against any losses, claims, damages, liabilities or expense to which any Indemnified Person may become subject under any applicable federal or state law, or otherwise, related to, arising out of or in connection with the Engagement, Evercore’s performance of any service in connection therewith or any transaction contemplated thereby, whether or not any pending or threatened claim, action, proceeding or investigation giving rise to such losses, claims, damages, liabilities or expense is initiated or brought by or on the Company’s behalf and whether or not in connection with any claim, action, proceeding or investigation in which the Company or an Indemnified Person is a party, except to the extent that any such loss, claim, damage, liability or expense is found by a court of competent jurisdiction in a judgment which has become final in that it is no longer subject to appeal or review to have resulted from such Indemnified Person’s gross negligence, bad faith or willful misconduct. The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company or its

1 3003343.3 – 12-4-08

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Fisker Automotive Holdings, Inc. January 23, 2014 Page 2

security holders or creditors related to, arising out of or in connection with the Engagement, Evercore’s performance of any service in connection therewith or any transaction contemplated thereby, except to the extent that any loss, claim, damage, liability or expense is found by a court of competent jurisdiction in a judgment which has become final in that it is no longer subject to appeal or review to have resulted from such Indemnified Person’s gross negligence, bad faith or willful misconduct. Each Indemnified Person shall promptly remit to the Company any amounts paid to such Indemnified Person under this Agreement in respect of losses, claims, damages, liabilities or expense that resulted from such Indemnified Person’s gross negligence, bad faith or willful misconduct. If multiple claims are brought against Evercore in an arbitration related to, arising out of or in connection with the Engagement, Evercore’s performance of any service in connection therewith or any transaction contemplated thereby, with respect to at least one of which such claims indemnification is permitted under applicable law, the Company agrees that any arbitration award shall be conclusively deemed to be based on the claims as to which indemnification is permitted and provided for hereunder, except to the extent the arbitration award expressly states that the award, or any portion thereof, is based solely on a claim as to which indemnification is not available.

If for any reason the foregoing indemnification is unavailable to an Indemnified Person or insufficient to hold it harmless, then the Company shall contribute to the loss, claim, damage, liability or expense for which such indemnification is unavailable or insufficient in such proportion as is appropriate to reflect the relative benefits received, or sought to be received, by the Company and its security holders on the one hand and the party entitled to contribution on the other hand in the matters contemplated by the Engagement as well as the relative fault of the Company and such party with respect to such loss, claim, damage, liability or expense and any other relevant equitable considerations. The Company agrees that for the purposes hereof the relative benefits received, or sought to be received, by the Company and its security holders and Evercore shall be deemed to be in the same proportion as (i) the aggregate consideration paid or contemplated to be paid or received or contemplated to be received by the Company or its security holders, as the case may be, pursuant to a transaction contemplated by the Engagement (whether or not consummated) for which Evercore has been engaged to perform financial advisory services bears to (ii) the fees paid or payable to Evercore in connection with the Engagement; provided, however, that, to the extent permitted by applicable law, in no event shall Evercore or any other Indemnified Person be required to contribute an aggregate amount in excess of the aggregate fees actually paid to Evercore for such financial advisory services. The Company and Evercore agree that it would not be just and equitable if contribution hereunder were determined by pro rata allocation or by any other method that does not take into account the equitable considerations referred to herein. The Company’s reimbursement, indemnity and contribution obligations under this Agreement shall be in addition to any liability which the Company may otherwise have, shall not be limited by any rights Evercore or any other Indemnified Person may otherwise have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, Evercore, and any other Indemnified Persons.

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Fisker Automotive Holdings, Inc. January 23, 2014 Page 3

If any claim, action, proceeding or investigation shall be brought, threatened or asserted against an Indemnified Person in respect of which indemnity may be sought against the Company, Evercore shall promptly notify the Company in writing, and the Company shall be entitled, at its expense, and upon delivery of written notice to Evercore, to assume the defense thereof with counsel reasonably satisfactory to Evercore. Such Indemnified Person shall have the right to employ separate counsel in any such claim, action, proceeding or investigation and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Company has agreed in writing to pay such fees and expenses, (ii) the Company has failed to assume the defense, pursue the defense diligently or to employ counsel in a timely manner or (iii) in such action, claim, suit, proceeding or investigation, counsel has advised such Indemnified Person that there is a conflict of interest between the Company’s position and the position of the Indemnified Person. It is understood, however, that in the situation in which an Indemnified Person is entitled to retain separate counsel pursuant to the preceding sentence, the Company shall, in connection with any one such claim, action, proceeding, investigation or separate but substantially similar or related claims, actions, proceedings or investigations in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys at any time for all such Indemnified Persons (unless in the reasonable belief of such Indemnified Persons, there is a conflict of interest or a conflict on any material issue between the positions of such Indemnified Persons), which firm shall be designated in writing by Evercore. The Company shall not be liable for any settlement or compromise of any claim, action, proceeding or investigation (or for any related losses, claims, damages, liabilities or expenses) if such settlement or compromise is effected without the Company’s prior written consent (which will not be unreasonably withheld).

The Company agrees that, without Evercore’s prior written consent, it will not settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action, proceeding or investigation in respect of which indemnification or contribution is reasonably likely to be sought hereunder (whether or not Evercore or any other Indemnified Person is an actual or potential party to such claim, action, proceeding or investigation), unless such settlement, compromise or consent includes an unconditional release from the settling, compromising or consenting party of each Indemnified Person from all liability arising out of such claim, action, proceeding or investigation. Neither Evercore nor any Indemnified Person will, without the Company's prior written consent (which will not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action, proceeding or investigation (whether or not the Company is an actual or potential party) in respect of which indemnification or contribution is being sought hereunder. No waiver, amendment or other modification of this Agreement shall be effective unless in writing and signed by each party to be bound thereby.

For the convenience of the parties hereto, any number of counterparts of this Agreement may be executed by the parties hereto, each of which shall be an original instrument and all of which taken together shall constitute one and the same Agreement. Delivery of a signed counterpart of this Agreement by facsimile transmission shall constitute valid sufficient delivery thereof.

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EXHIBIT B

Worth Declaration

Case 13-13087-KG Doc 527-3 Filed 01/24/14 Page 2 of 42

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

) In re: ) Chapter 11 ) FISKER AUTOMOTIVE HOLDINGS, INC., et al.,1 ) Case No. 13-13087 (KG) ) Debtors. ) (Jointly Administered) )

DECLARATION OF J. STEPHEN WORTH IN SUPPORT OF THE APPLICATION OF THE DEBTORS FOR ENTRY OF AN ORDER (A) AUTHORIZING THE EMPLOYMENT AND RETENTION OF EVERCORE GROUP L.L.C. AS INVESTMENT BANKER FOR THE DEBTORS AND DEBTORS IN POSSESSION, EFFECTIVE NUNC PRO TUNC TO JANUARY 23, 2014, AND (B) WAIVING CERTAIN TIME-KEEPING REQUIREMENTS PURSUANT TO LOCAL RULE 2016-2(H)

I, J. Stephen Worth, being duly sworn, state the following under penalty of perjury.

1. I am a Senior Managing Director of Evercore Group L.L.C. (“Evercore”). I am duly

authorized to make this declaration (the “Declaration”) on behalf of Evercore and submit this

Declaration in accordance with sections 327(a) and 328(a) of title 11 of the United States Code,

11 U.S.C. §§ 101–1532 (the “Bankruptcy Code”) and Rules 2014(a) and 5002 of the Federal

Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) in connection with the application

(the “Application”)2 of the above-captioned debtors (collectively, the “Debtors”), seeking an

order (a) approving the retention of Evercore as investment banker for the Debtors pursuant to

sections 327(a) and 328(a) of the Bankruptcy Code and effective as of January 23, 2014, and

(b) waiving certain time-keeping requirements pursuant to Local Rule 2016-2(h). Unless otherwise stated in this Declaration, I have personal knowledge of the facts set forth herein and,

2 Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Application.

Case 13-13087-KG Doc 527-3 Filed 01/24/14 Page 3 of 42

if called as a witness, I would testify thereto. To the extent that any information disclosed herein

requires subsequent amendment or modification upon Evercore’s completion of further analysis

or as additional information becomes available to it, one or more supplemental declarations will be submitted to the court reflecting the same.

Limited Services to be Provided

2. The Debtors and Evercore have agreed on the terms of Evercore’s engagement by the

Debtors, as set forth in the engagement letter dated January 23, 2014 (the “Engagement Letter”).

The Engagement Letter is annexed as Exhibit 1 to Exhibit A attached hereto. As contemplated

by the Engagement Letter, Evercore will advise the Debtors in their efforts to consummate the

sale of substantially all the Debtors’ assets. The Debtors respectfully submit that Evercore’s

employment is necessary to enable the Debtors to efficiently monetize estate assets and to

maximize stakeholder value.

3. Subject to further order of the Court, and consistent with the Engagement Letter, the

Debtors propose to retain Evercore to render the following limited investment banking services:3

a. advising and assisting the Debtors in a Sale transaction;

b. assisting the Debtors in:

i. conducting an auction process pursuant to bid procedures approved by the Court;

ii. structuring and effecting a Sale;

iii. reviewing and analyzing the business, operations and financial projections of the Assets involved in a Sale;

3 The listed services are a summary of the services Evercore may provide to the Debtors. In the event of any inconsistency between the Engagement Letter and this summary, the Engagement Letter shall govern in all respects. Capitalized terms used in this summary but not otherwise defined herein have the meanings ascribed to them in the Engagement Letter.

Case 13-13087-KG Doc 527-3 Filed 01/24/14 Page 4 of 42

iv. identifying interested parties and/or potential acquirors and, at the Debtors’ request, contacting such interested parties and/or potential acquirors; and

v. advising the Debtors in connection with negotiations with potential interested parties and/or acquirors and aiding in the consummation of a Sale; and

4. If the Debtors request that Evercore perform services not contemplated by the

Engagement Letter, Evercore and the Debtors will agree, in writing, on the terms for such services and seek the Court’s approval thereof.

Evercore’s Qualifications

5. I believe that Evercore and the professionals it employs are uniquely qualified to advise the Debtors in the matters for which Evercore is proposed to be employed. Evercore has extensive experience and an excellent reputation in providing high-quality investment banking services to debtors and creditors in chapter 11 cases and other restructurings.

6. Evercore was established in 1996, and is a leading independent investment banking advisory and investment management firm. Evercore’s investment banking business includes its advisory business, which counsels multinational corporations on mergers and acquisitions, divestitures, special committee assignments, recapitalizations, restructurings, and other strategic transactions. Evercore and its affiliates serve a diverse set of clients around the world from its

offices in New York, Boston, Chicago, Los Angeles, Washington, D.C., San Francisco, Houston,

Minneapolis, Hong Kong, London, Aberdeen, Mexico City, Monterrey, Sao Paulo, and Rio de

Janeiro. Since the beginning of 2000, Evercore’s corporate advisory and restructuring advisory

groups have advised on over $1.2 trillion of transactions. Its restructuring professionals provide

Case 13-13087-KG Doc 527-3 Filed 01/24/14 Page 5 of 42

investment banking in financially distressed situations, including advising debtors, creditors, and

other constituents in chapter 11 proceedings and out-of-court restructurings.

7. Evercore and its professionals have extensive experience working with financially

troubled companies from a variety of industries in complex financial restructuring, both

out-of-court and in chapter 11 cases. Evercore has been retained as investment bankers and

financial advisors, where they have provided services similar to, or the same as, the services they

will provide here to debtors and other constituencies in numerous and complex financial restructurings and chapter 11 cases, including, among others: In re Synagro Technologies, Inc.,

Case No. 13-11041 (Bankr. D. Del. May 23, 2013); In re Ormet Corp., Case No. 13-10334

(Bankr. D. Del. Apr. 18, 2013); In re Otelco Inc., Case No. 13-10593 (Bankr. D. Del. Apr. 18,

2013); In re RDA Holding Co., No. 13-22233 (RDD) (Bankr. S.D.N.Y. Mar. 25, 2013); In re

Inspiration Biopharmaceuticals, Inc., No. 12-18687 (WCH) (Bankr. D. Mass. Dec. 19, 2012);

In re Broadview Networks Holdings, Inc., No. 12-13581 (SCC) (Bankr. S.D.N.Y. Sept. 14,

2012); In re Circus and Eldorado Joint Venture, No. 12-51156 (BTB) (Bankr. D. Nev. July 6,

2012); In re Delta Petroleum Corp., No. 11-14006 (KJC) (Bankr. D. Del. Jan. 11, 2012); In re

Trico Marine Servs., Inc., No. 10-12653 (BLS) (Bankr. D. Del. Oct. 6, 2010); In re CIT Group,

Inc., No. 09-16565 (ALG) (Bankr. S.D.N.Y. Nov. 24, 2009); In re General Motors Corp.,

No. 09-50026 (REG) (Bankr. S.D.N.Y. Oct. 28, 2009); In re Lyondell Chem. Co., No. 09-10023

(REG) (Bankr. S.D.N.Y. Feb. 25, 2009).4

8. I believe that Evercore’s resources, capabilities, and experience in advising the

Debtors are crucial to the Debtors’ chapter 11 strategy and success of the Debtors’ sale process.

Evercore’s deep bench of experience fulfills a crucial need that complements the services offered

4 Because of the voluminous nature of the orders cited herein, such orders have not been attached to this Application. Copies of these orders are available upon request to the Debtors’ counsel.

Case 13-13087-KG Doc 527-3 Filed 01/24/14 Page 6 of 42

by the Debtors’ other potential restructuring professionals. Based on Evercore’s general expertise and specific knowledge of the Debtors’ business, Evercore is uniquely qualified to assist the Debtors, particularly given the current auction schedule.

9. Evercore was originally retained by the Debtors pursuant to an engagement letter dated April 27, 2012 (which engagement letter was amended on December 17, 2012, and May 9,

2013), but that engagement was terminated prepetition. Evercore provided extensive prepetition services to the Debtors, including but not limited to: (a) identifying, evaluating, structuring, and negotiating a strategic alliance and strategic investment from a major OEM; (b) raising capital through debt and equity financings; (c) evaluating the sale, merger, or reorganization of the

Debtors; (d) assisting management in developing and executing business plans; and

(e) conducting a comprehensive solicitation process for potential strategic alliance partners, purchasers, or investors in the Debtors.5 As a result, Evercore acquired significant knowledge of the Debtors and their businesses; is intimately familiar with the Debtors’ financial affairs, capital structure, business operations, key stakeholders, financing documents, and other related material information; and has previously communicated with a wide universe of potential buyers specifically regarding the Debtors and the possibility of acquiring the Debtors’ assets.

10. In connection with its prepetition services to the Debtors, Evercore worked closely with the Debtors’ senior management and their other advisors and has familiarity with the other major stakeholders that will be involved in these chapter 11 cases. Accordingly, Evercore has developed relevant experience, andexpertise with potential buyers regarding the Debtors that

(a) makes Evercore a natural selection as the Debtors’ investment banker for the limited purpose described below and (b) will assist Evercore in providing effective and efficient services in these

5 For additional discussion of the services Evercore provided to the Debtors prepetition, see the Declaration of Marc Beilinson in Support of First Day Motions [Docket No. 3].

Case 13-13087-KG Doc 527-3 Filed 01/24/14 Page 7 of 42

chapter 11 cases. Indeed, if the Debtors were required to retain an investment banker other than

Evercore in connection with these chapter 11 cases, I believe the Debtors, their estates, and all

parties in interest would be unduly prejudiced by the time and expense necessary to familiarize another professional with the intricacies of the Debtors and their business, especially given the

Debtors’ expedited sale timeline.

No Duplication of Services

11. The Debtors believe that the services Evercore will provide will not duplicate the

services that other professionals will be providing to the Debtors in these chapter 11 cases. The

services Evercore will provide are necessary to the Debtors’ public auction and sale process,

which the Debtors had not originally intended to undertake. Thus, Evercore will carry out

unique functions and will use reasonable efforts to coordinate with the Debtors and their other

professionals retained in these chapter 11 cases to avoid the unnecessary duplication of services.

Professional Compensation

12. Evercore intends to seek the Court’s approval of its compensation for professional

services rendered and reimbursement of expenses incurred in connection with the Debtors’

chapter 11 cases, subject to the Court’s approval and in compliance with applicable provisions of

the Bankruptcy Code, the Bankruptcy Rules, the Local Rules of Bankruptcy Practice and

Procedure of the United States Bankruptcy Court for the District of Delaware

(the “Local Rules”), the guidelines established by the Office of the United States Trustee for the

District of Delaware (the “U.S. Trustee Guidelines”) and any other applicable procedures and

orders of the Court and consistent with the proposed compensation set forth in the Engagement

Letter.

13. Investment bankers such as Evercore do not typically charge for their services on an

hourly basis. Instead, they customarily charge a monthly advisory fee plus an additional fee that

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is contingent upon the occurrence of a specified type of transaction. The Engagement Letter follows this custom and sets forth the monthly and transaction-based fees that are to be payable to Evercore.

14. As set forth more fully in the Engagement Letter, and subject thereto, Evercore will be compensated as follows (the “Fee Structure”):6

a. An initial non-refundable retainer in the amount of $250,000, payable upon approval of this Application.

c. A fee (a “Sale Fee”) of $500,000 plus (i) $250,000 for any Sale in which the Aggregate Consideration7 exceeds the greater of the Stalking Horse Bids8 plus (ii) the lesser of (a) $1,000,000 and (b) the product of (1) 5% and (2) the amount that the Aggregate Consideration exceeds the sum of (x) the greater of the Stalking Horse Bids and (y) $5,000,000.

d. In addition to any fees that may be payable to Evercore and, regardless of whether any Sale occurs, the Company shall promptly reimburse to

6 Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Engagement Letter.

7 “Aggregate Consideration” means the total fair market value (determined at the time of the closing of a Sale), as determined by the parties, each acting in good faith, of all consideration paid or payable, or otherwise to be distributed to, or received by, directly or indirectly, the Company, its Bankruptcy estate, its creditors and/or the security holders of the Company in connection with a Sale including all (i) cash, securities and other property, (ii) Company debt assumed, satisfied, or paid by a purchaser or which remains outstanding at closing (including, without limitation, the amount of any indebtedness, securities or other property “credit bid” in any Sale; provided that such credit bid shall be subject to the Order [Docket No. 484] issued by the Bankruptcy Court in the Company’s chapter 11 cases) and any other indebtedness and obligations, including tax claims that will actually be paid, satisfied, or assumed by a purchaser from the Company or the security holders of the Company and (iii) amounts placed in escrow and deferred, contingent and installment payments.

8 “Stalking Horse Bid” means all consideration to be paid, or otherwise to be distributed to, or received by, directly or indirectly, the Company, its Bankruptcy estate, its creditors and/or the security holders of the Company, including all (i) cash, securities and other property, (ii) Company debt to be assumed, satisfied, or paid by a purchaser or which will remain outstanding at closing (including, without limitation, the amount of any indebtedness, securities or other property “credit bid”) and any other indebtedness and obligations, including tax claims that will actually be paid, satisfied, or assumed by a purchaser from the Company or the security holders of the Company and (iii) amounts placed in escrow and deferred, contingent and installment payments contemplated by an offer by a potential acquiror to purchase all or substantially all of the Assets pursuant to an order approved by the Bankruptcy Court designating such offer as a stalking horse bid.

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Evercore (a) all reasonable and documented expenses (including travel and lodging, data processing and communications charges, courier services, and other reasonable expenditures incurred by Evercore pursuant to services provided under the Engagement Letter) and (b) other reasonable and documented expenses incurred by Evercore pursuant to services provided under the Engagement Letter, including reasonable and documented fees and expenses of one set of counsel, if any (which counsel will not be required to file fee applications with the Bankruptcy Court).

15. Evercore’s restructuring capabilities, mergers and acquisitions expertise, and

unparalleled familiarity with the Debtors, their assets, and their operations, were important

factors to the Debtors in determining the Fee Structure. Evercore believes that the Fee Structure

is comparable to those generally charged by investment banking firms of similar stature to

Evercore for comparable engagements, both in and out of bankruptcy proceedings. Evercore

also believes that the Fee Structure reflects a balance between a fixed, monthly fee, and a

contingency amount that is tied to the consummation and closing of the transactions and services

contemplated by the Debtors and Evercore in the Engagement Letter.

16. The Fee Structure summarized above and described fully in the Engagement Letter is consistent with Evercore’s normal and customary billing practices for comparably sized and complex cases and transactions, both in- and out-of-court, involving the services to be provided

in connection with these chapter 11 cases. Evercore believes that the Fee Structure is both

reasonable and market-based.

17. I believe that the Fee Structure established reflects the difficulty of the extensive

assignments Evercore has undertaken and expects to undertake, and accounts for the potential for

an unfavorable outcome resulting from factors outside of Evercore’s control.

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18. The Fee Structure was negotiated to function as an interrelated, integrated unit, in

correspondence with Evercore’s services, which Evercore renders not in parts, but as a whole. It

would be contrary to Evercore’s intention for any isolated component of the Fee Structure to be

treated as sufficient consideration for any isolated portion of Evercore’s services. Instead,

Evercore intended for Evercore’s services to be considered as a whole that is to be compensated by the Fee Structure in its entirety.

19. I believe that the ultimate benefit to the Debtors derived from the Services Evercore provides cannot be measured by a reference to the number of hours expended by Evercore’s professionals. Evercore agreed to the Fee Structure in anticipation that a substantial commitment

of professional time and effort will be required of Evercore and its professionals and in light of

the fact that (a) such commitment may foreclose other opportunities for Evercore and (b) the

actual time and commitment required of Evercore and its professionals to perform its services

may vary substantially from week to week and month to month, creating “peak load” issues for

Evercore.

Recordkeeping

20. It is not the general practice of investment banking firms, including Evercore, to keep

detailed time records similar to those customarily kept by attorneys. Notwithstanding the

foregoing, Evercore intends to file regular fee applications for services rendered and

reimbursement of expenses incurred in accordance with the applicable provisions of the

Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the U.S. Trustee Guidelines, and any applicable orders of the Court. Because Evercore does not ordinarily maintain contemporaneous

time records in one-tenth hour increments or provide or conform to a schedule of hourly rates for

its professionals, Evercore should pursuant to Local Rule 2016-2(h), be excused from

compliance with such requirements. Instead, Evercore should be required only to maintain time

Case 13-13087-KG Doc 527-3 Filed 01/24/14 Page 11 of 42

records in half-hour increments setting forth, in a summary format, a description of the services

rendered by each professional and the amount of time spent on each date by each such individual

in rendering services on behalf of the Debtors.

21. Evercore intends to maintain detailed records of any actual and necessary costs and

expenses incurred in connection with the aforementioned services.

Payments to Evercore Prior to the Petition Date and Releases

22. In connection with their prepetition engagement, the Debtors were required to pay

Evercore certain monthly fees. During the 90 days immediately preceding the Petition Date,

Evercore did not receive any payments from the Debtors. Within one year prior to the Petition

Date, the Debtors paid Evercore $909,539.79 in fees and expense reimbursements for services

rendered in connection with the prepetition engagement.

23. As of the Petition Date, the Debtors owed $551,447.40 to Evercore for fees or

expenses incurred prior to the Petition Date. Evercore has agreed to waive its right to recover on

these amounts and other claims against the Debtors, as provided in the Engagement Letter.

24. In addition, the Debtors are providing Evercore a mutual release from any claims related to the previous engagements, which are deemed terminated, all as provided in the

Engagement Letter. This mutual release is a critical and negotiated component of the

Engagement Letter under which Evercore has committed to provide substantial resources on a

highly expedited basis in order to maximize the value of the Debtors’ estates through the auction

and sale process. The Debtors believe the release is appropriate in light of the substantial value

Evercore will provide in these chapter 11 cases, as discussed further herein and in the

Application.

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Indemnification and Contribution Provisions9

25. Pursuant to Schedule I to the Engagement Letter, the Debtors agreed to certain

indemnification and contribution provisions (the “Indemnification Provisions”). The

Indemnification Provisions provide that the Debtors will indemnify and hold harmless

Evercore and its affiliates, and their respective members, partners, officers, directors, advisors, representatives, employees, agents, attorneys, and controlling persons, if any

(collectively, the “Indemnified Persons”), to the fullest extent lawful, from and against any

and all losses, claims, damages, liabilities, and expenses related to, arising out of, or in

connection with Evercore’s engagement under the Engagement Letter, or any matter referred

to in the Engagement Letter, all as more fully set forth in the Indemnification Provisions.

The Debtors shall not, however, be liable to the extent of any loss, claim, damage, liability,

or expense (a) resulting from the willful misconduct, bad faith, or gross negligence of an

Indemnified Person or (b) related to, arising out of or in connection with Evercore’s previous

engagements under the engagement letters dated April 27, 2012, December 17, 2012, and May 9,

2013.

26. In addition, if the Indemnification Provisions are held to be unavailable (other

than in accordance with the terms of the Engagement Letter) by any court, the Engagement

Letter allocates contribution obligations based on the relative benefits and faults of Evercore

and the Debtors, all as more fully set forth in the Indemnification Provisions.

27. Evercore believes the Indemnification Provisions reflected in the Engagement

Letter are customary and, viewed in conjunction with the other terms of Evercore’s

9 The following is only a summary of the Engagement Letter’s indemnification and contribution provisions. In the event of any inconsistency between the Engagement Letter and this summary, the Engagement Letter shall govern in all respects.

Case 13-13087-KG Doc 527-3 Filed 01/24/14 Page 13 of 42

proposed retention, are reasonable terms of consideration for investment bankers such as

Evercore for engagements both out of court and in chapter 11. The terms and conditions of

the Engagement Letter, including the Indemnification Provisions, were negotiated between

the Debtors and Evercore at arm’s length and in good faith.

Evercore’s Disinterestedness

28. In connection with its proposed retention by the Debtors in these chapter 11 cases,

Evercore undertook to determine whether it had any conflicts or other relationships that might

cause it not to be disinterested or to hold or represent an interest adverse to the Debtors

(the “Conflicts Search”). Specifically, Evercore obtained from the Debtors and their

representatives the names of individuals and entities that may be parties in interest in these

chapter 11 cases (the “Potential Parties in Interest”), which are listed on Schedule 1 attached

hereto. To the best of my knowledge and belief, Evercore has not represented any Potential

Parties in Interest (or their affiliates, as the case may be) in connection with matters relating to the Debtors, their estates, assets, or businesses, and will not represent other entities that are creditors of, or have other relationships to, the Debtors in matters relating to these chapter 11

cases except as set forth herein or in Schedule 2 attached hereto.

29. Evercore provides financial advice and investment banking services to an array of

clients on mergers and acquisitions, divestitures, special committee assignments,

recapitalizations, restructurings, and other strategic transactions. As a result, Evercore may have

in the past represented, may currently represent, and likely in the future will represent, parties in interest in these chapter 11 cases in connection with matters unrelated (except as otherwise disclosed herein) to the Debtors and these chapter 11 cases, either individually or as part of a

representation of a committee of creditors or interest holders. To the best of my knowledge,

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information, and belief, insofar as I have been able to ascertain after reasonable inquiry, none of

these representations are adverse to the Debtors’ interests.

30. To the best of my knowledge, (a) Evercore is a “disinterested person” within the

meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the

Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors’ estates, and

(b) Evercore has no connection to the Debtors, their creditors, or other parties in interest, except

as may be disclosed in this Declaration.

31. To the best of my knowledge, of the clients listed on Schedule 2, none are clients that

represented more than one percent of Evercore’s gross annual revenue.

32. Based on the conflicts search conducted to date and described herein, to the best of

my knowledge, neither I, Evercore, nor any other professional of Evercore who will work on this engagement, insofar as I have been able to ascertain, is related or connected to, any United States

Bankruptcy Judge for the District of Delaware, any of the District Judges for the district of

Delaware who handle bankruptcy cases, or any employee in the Office of the United States

Trustee for the District of Delaware, except as disclosed herein.

33. To the best of my knowledge and belief, neither Evercore, I, nor any other employee of Evercore that will work on the Debtors’ engagement, has any connection with or holds any interest adverse to the Debtors, their estates, or the Potential Parties in Interest, except (i) as set forth in Schedule 2 attached hereto or (ii) as otherwise set forth below:

a. Evercore is a large investment banking firm and has likely provided services unrelated to the Debtors for companies and individuals that have conducted business in the past and/or currently conduct business with the Debtors, and who may be creditors of the Debtors. To the best of my knowledge, information and belief, Evercore’s services to these parties were and are wholly unrelated to the Debtors, their estates or these chapter 11 cases. In connection therewith, specific disclosures are attached hereto on Schedule 2.

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b. As part of its diverse practice, Evercore appears in numerous cases, proceedings and transactions involving attorneys, accountants, investment bankers, financial advisors and financial consultants, some of whom may represent claimants and parties-in-interest in these chapter 11 cases. Furthermore, Evercore has in the past been, and may in the future be, represented by attorneys and law, some of whom may be involved in these proceedings. In addition, Evercore has in the past worked, and likely will in the future be working, with or opposite other professionals involved in these cases in matters unrelated to these cases. Based on my current knowledge of the professionals involved, and to the best of my knowledge, none of these business relationships constitute interests materially adverse to the Debtors in the matters upon which Evercore is to be employed.

c. Evercore also operates an Institutional Equities (“IE”) business. As part of its regular business operations as an introducing broker, IE is engaged in sales, trading and research activities with its institutional clients, some of whom may be creditors, equity holders or other parties-in-interest in these cases. Some of these IE clients may now or in the future hold debt or equity securities of the Debtors or other parties-in-interest in these cases. There is an information barrier in place between the investment bank and IE. Evercore has in place compliance procedures to ensure that no confidential or non-public information concerning the Debtors has or will be available to employees of IE.

d. Evercore has two U.S. affiliates that are in the asset management business: Evercore Wealth Management, LLC (“EWM”) and Evercore Trust Company, N.A. (“ETC”). As part of its regular business operations, EWM, a registered investment adviser with the U.S. Securities and Exchange Commission, acts as an investment advisor (whether on a discretionary or non-discretionary basis) for its clients, and ETC, a national trust bank limited to fiduciary activities, acts as an independent fiduciary, trustee or custodian for its clients. In both cases, such clients may be creditors, equity holders or other parties-in-interest in these cases. Some of these client accounts may now or in the future hold debt or equity securities of the Debtors or other parties-in-interest in these cases. There is an information barrier in place between Evercore, on the one hand, and EWM and ETC, on the other, and Evercore has in place compliance procedures to ensure that no confidential or non-public information concerning the Debtors has or will be available to employees of EWM and ETC. Evercore’s parent company also invests, directly or indirectly, in securities issued by various companies, which may include creditors, equity holders or other parties-in-interest in these cases; however, the parent company does not hold any equity or debt securities issued by the Debtors or their affiliates.

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e. Evercore also has several affiliated private equity funds (the “Funds”). The Funds invest, directly or indirectly, in securities issued by various companies, which may include creditors, equity holders or other parties- in-interest in these cases; however, the Funds do not hold any equity or debt securities issued by the Debtors or their affiliates, nor will they acquire any such securities while Evercore remains employed by the Debtors. Certain institutional investors that are limited partners in the Funds also may be creditors, equity holders or other parties-in-interest in these chapter 11 cases. In addition, the Funds may be co-investors with interested parties in these cases in certain investments. Evercore does not believe that these potential relationships create a conflict of interest regarding the Debtors or the chapter 11 cases.

f. Certain professionals employed by Evercore may have mortgages, consumer loans, investment, brokerage accounts, or other banking, brokerage, or other customer relationships with institutions that are creditors, equity holders or other parties-in-interest in these chapter 11 cases or with funds sponsored by or affiliated with such parties. Evercore does not believe that these relationships create a conflict of interest regarding the Debtors or their chapter 11 cases.

g. Certain professionals employed by Evercore may hold debt or equity securities issued by creditors, equity holders or other parties-in-interest in these chapter 11 cases. To the best of my knowledge, (i) none of these professionals’ holdings would be considered material from the perspective of the issuers of such securities, and (ii) as described in more detail in Schedule 2 hereto, no professional employed by Evercore holds a material interest in debt or equity securities issued by the Debtors.

h. Certain professionals presently employed by Evercore were formerly employed by other investment banking, financial services or other professional services firms that are among, or represent other parties that are among, the creditors, equity holders or other parties-in-interest in these chapter 11 cases. While employed by other firms, certain professionals presently employed by Evercore may have represented creditors, equity holders or other parties-in-interest in these chapter 11 cases in connection with matters unrelated to the Debtors and the chapter 11 cases. Evercore does not believe that these matters create a conflict of interest regarding the Debtors or the chapter 11 cases.

34. In connection with Evercore’s prepetition engagement by the Debtors, Evercore

contacted and communicated with many parties regarding a potential sale of the Debtors’ assets.

In addition, Evercore may have experience and relationships unrelated to this engagement with many of these potential bidders and other parties that Evercore may contact in connection with

Case 13-13087-KG Doc 527-3 Filed 01/24/14 Page 17 of 42

the present engagement. Evercore does not believe that any of the relationships between

Evercore and these potential acquirers represent an interest materially adverse to the Debtors’ estates or otherwise create a conflict of interest regarding the Debtors or these chapter 11 cases.

For the avoidance of doubt, Evercore has not represented any other party in any matter related to

Fisker.

35. Evercore has not been retained to assist any entity or person other than the Debtors on matters relating to, or in connection with, these chapter 11 cases. If the Court approves the proposed employment of Evercore by the Debtors, Evercore will not accept any engagement or perform any services in relation to these chapter 11 cases for any entity or person other than the

Debtors. Evercore will, however, continue to provide professional services to entities or persons that may be creditors of the Debtors or Potential Parties in Interest in these chapter 11 cases or their affiliates; provided that such services do not directly relate to, or have any direct connection with, these chapter 11 cases.

36. To the best of my knowledge, Evercore has no agreement with any other entity to share with such entity any compensation received by Evercore in connection with the Debtors’ bankruptcy cases.

37. If Evercore discovers additional information that requires disclosure, Evercore will promptly file a supplemental disclosure with the Court as required by Bankruptcy Rule 2014.

Affirmative Statement of Disinterestedness

38. Based on the Conflicts Search conducted to date and described herein, to the best of my knowledge, and insofar as I have been able to ascertain, (a) Evercore is a “disinterested person” within the meaning of section 101(14) of the Bankruptcy Code, as required by section

327(a) of the Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors’

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SCHEDULE 1 List of Schedules

Potential Parties in Interest

Schedule Category 1(a) Entities Currently and Formerly Affiliated with the Debtors 1(b) Directors and Officers 1(c) Contractual Counterparties 1(d) Insurers 1(e) Landlords 1(f) Lenders 1(g) Litigation Parties 1(h) Current and Former Professionals 1(i) Shareholders 1(j) Taxing Authorities 1(k) Top Unsecured Creditors 1(l) Utilities 1(m) Vendors 1(n) Potential Purchaser 1(o) United States Trustee and Court Personnel for the District of Delaware (and Key Staff Members)

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Schedule 1(a)

Entities Currently and Formerly Affiliated with the Debtors

Fisker Automotive GmbH Fisker Automotive Holdings Inc. Fisker Automotive Inc. Fisker Coachbuild LLC

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Schedule 1(b)

Directors and Officers

Anderson, David Beattie, Richard Beilinson, Marc Chao, Joe DaMour, Joseph Daubenspeck, Keith Decker, Mark Doolan, Victor Eulberg, Martha Elizabeth Ewanick, Joel Faga, Frank Fisker, Henrik Forcier, Jason Gonzalez, Alberto Grossman, Mindy Hackett, Paul B. Horvat, Gary Huff, Barry W. Issner, James Klatt, Alexander Koehler, Bernhard Koroglu, Samuel Lane, Ray LaSorda, Thomas Li Tzar Kai, Richard Lobel, Marilyn A. Maamria, Kamel, Dr. Manion, David McDonnell, Peter Niedzwiecki, Alan Paroly, Matt Penn, Lawrence, III Posawatz, Anthony L. Sandell, Scott Sawyer, Hugh Shöpf, Hans-Joachim, Dr. Shriver, Timothy Theisen, Linda Thorburn, James Weidner, Eric Yost, Jim Zuroff, Bernard L.

Case 13-13087-KG Doc 527-3 Filed 01/24/14 Page 22 of 42

Schedule 1(c)

Contractual Counterparties

FAPS Inc. Oy Kuehne + Nagel Ltd. Valmet Automotive Inc.

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Schedule 1(d)

Insurers

Allied World National Assurance Co. Chartis Specialty Insurance Co. Commerce & Industry Insurance Co. Evanston Insurance Co. Farmers New World Life Insurance Co. Federal Insurance Co. / Chubb Great Northern Insurance Co. / Chubb Hartford Insurance Group Hartford Underwriters Insurance Co. Insurance Co. of the State of Pennsylvania, The Lexington Insurance Co. Lloyd's Syndicate on behalf of Underwriters at Lloyd's Maiden Specialty Insurance Co. National Union Fire Insurance Co. of Pittsburgh PA National Union Fire Insurance Co. of Pittsburgh PA / AIG North American Capacity Insurance Co. OneBeacon Insurance Co. Underwriters at Lloyd's Westchester Surplus Lines Insurance Co. XL Insurance America Inc. Zurich American Insurance Co.

Case 13-13087-KG Doc 527-3 Filed 01/24/14 Page 24 of 42

Schedule 1(e)

Landlords

Beijing Jing Guang Centre Co. Ltd. ESG Elektroniksystem und Logistik GmbH WWG Canyon Corporate Owner LLC

Case 13-13087-KG Doc 527-3 Filed 01/24/14 Page 25 of 42

Schedule 1(f)

Lenders

Ace Strength International Ltd. Citibank NA Delaware Economic Development Authority, The FAH Loan Purchase Fund LLC GSR Principals Fund IV LP Hybrid Technology LLC JR Holdings IV Ltd. Midland Loan Services Inc. Silicon Valley Bank SugarPine Kids Trust United States Department of Energy

Case 13-13087-KG Doc 527-3 Filed 01/24/14 Page 26 of 42

Schedule 1(g)

Litigation Parties

AAA Small Car World Gustav Whaler GmbH Access TCA Inc. Hayden & Co. Advance Magazine Publishers Inc. Hempsted Auto Co. Advanced Equities Inc. Hexagon Metrology AEI Fisker Investments I LLC Ignited LLC AEI Fisker Investments II LLC Internationale Spedition Willi Betz GmbH AEI Fisker Investments VI LLC Ivanovic, Radi Aerotek Inc. K&S Air Conditioning Inc. Ahdoot, Bijan Kelsey-Hayes Co. (TRW) Air International (US) Inc. Kforce Inc. Allstate Fire & Casualty Kugler Maag CIE GmbH Ann K. Newhall Revocable Trust Lampl, Mark u/a 6/30/08 LogMeIn Inc. Argo Insurance M2 Motors Inc. Arnel Compressor Co. Martin, Michael Behind the Scenes Worldwide Logistics Inc. Marvin K. Brown Auto Center Bergen Fisker LLC Matthews, Terry Bergstrom Corp. MB Technology NA LLC Boston University, Trustees of MBTech Brannon Auto Engineering Co. Ltd. McCubbin, Gene Burrelles Press Clipping Service Merchants Building Maintenance LLC Capitol Cadillac Co. Montejo, Wilfredo Capitol Fisker (Maryland) MphasiS Corp. Ceva Freight MTA USA Corp. Conde Nast New Castle County Department of Land Use CT Corp. (DE) Dassault Systems of Americas Corp. Newhall, Ann K. DHL Express USA Nitto Denko Automotive Inc. Elite Interactive Solutions Inc. Norman Taylor & Associates Epistar Corp. Novy, Megan Etzelsberger, Sven Novy, Richard EUMAR Pharma GmbH Oliva, Angel Exhibit Works Inc. Oliva, Frances Fisker of Cleveland Podalsky, Gregg Adam Fisker of Detroit Project Time & Cost Inc. Fisker of Great Neck Redapt Inc. Fisker of San Diego RJT Compuquest Fisker, Henrik Safeco Insurance Co. Gardner, Robert Serra Toyota Garza, Francisco Severn Trent Environmental Services Inc. GP Supercars & More SRL Shoermoen Revocable Trust Grace, Tim Silverman, Charles

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Soria, David Wahle, Helen Sterling Die & Engineering Inc. Warner, Don Stewart, Kelly A. Weidner, Eric Sturgeon, Ron Weiser, Michael Swift Demolition Inc. Westlaw Tata Technologies Willner, Neil Theis Communications Inc. Wray, Daniel

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Schedule 1(h)

Current and Former Professionals

BDO Seidman Beilinson Advisory Group DLA Piper Foley & Lardner Gellert Scali Busenkell & Brown LLC Huron Consulting Group Inc. Omni Management Group Orrick Herrington & Sutcliffe LLP PricewaterhouseCoopers LLP

Case 13-13087-KG Doc 527-3 Filed 01/24/14 Page 29 of 42

Schedule 1(i)

Shareholders

360 Holdings LLC Camelot Acquisitions: Secondary 8888 Investments GmbH Opportunities LP A123 Systems Inc. CASO Co-Invest A LLC Advanced Lithium Power Inc. CF Family Trust dated 11/28/2005 AEI 2010 CleanTech Ventures I LLC ChaiKahn Partners LLC AEI 2010 CleanTech Ventures II LLC Cheever Family Trust dated June 24, 2005 AEI Fisker Investments I LLC Cleantech Project GmbH AEI Fisker Investments II LLC Coveney, Anthony AEI Fisker Investments III LLC CV Green Tech FSK II LP AEI Fisker Investments IV LLC CV Green Tech FSK III LP AEI Fisker IX LLC CV Green Tech FSK LP AEI Fisker VI LLC Datsopoulos, Milton AEI Fisker VII LLC Deborah R Stoltzner Revocable Trust dated AEI Fisker VIII LLC 7/26/95 AEI Fisker X LLC DeSantis, Ann Ranae AGC Equity Partners Special Opportunities DeSantis, Robert Fund I LP Dilawri Investment Trust AJ Golding Automotive LLC Doudney, Nathan Al Gharaffa Investment Co. Electric Car Co. LLC Alpha Venture Capital Fund LP ETF Venture Fund II (Q) LP Alpha Venture Capital Partners LP ETF Venture Fund II LP Andrew Cader Foundation Exccess Ventures Fund I LLC Appaloosa Investment LP I Fisker Coachbuild LLC APSI Retirement Trust Fisker Consulting LLC ASC Fisker Florida LLC Fisker, Henrik ASC Fisker LLC Foris Ventures LLC Ascent Cleantech Partners I LLC Fourth Avenue Capital Partners LP Ascent Cleantech Partners IB LLC Frederick J. Mancheski Revocable Trust Ascent Cleantech Partners IC LLC Futrex Capital Management Ascent Cleantech Partners ID LLC G&D Conniff LLC Ascent Cleantech Partners IE LLC Ganmukhi Irrevocable Trust Avalon Capital Group - PE LLC Ganmukhi, Mahesh N. Avista Carry LLC Gentry Fisker LLC Avista Investments LLC GigaWatt Corp. Benificus Foundation, The GKM Partners LLC BLT Ventures LLC Green Multiple Investments Boyner, Hanzade V. Dogan H&M Chambers Energy LLC Boyner, Hulki Hansen, George Brennan, Douglas Hopestown Assets Ltd. Brood LLC, The HS Management LP Cader, Andrew HS Partners Holdings III LP

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I2BF Global Investments Ltd. Middlebury Ventures III LLC Innovative Financial Fund V LLC Millenium Trust Co. Innovative Financial Fund V-B LLC Millennium Trust Co. LLC Innovative Financial Fund V-C LLC Mitsui & Co. Ltd. Innovative FInancial Fund V-D LLC Mitsui & Co. Venture Partners III LLC Innovative Financial Fund V-E LLC Mojo Concept International Inc. Investor Co. ITF GMP Diversified Alpha Momentum Capital Partners Master Fund Ltd. MRS Investments Ltd. Investor Co. ITF GMPIM Equity N&S 834 LLC Opportunities Master Fund LP Nasgovitz, William Javadpour-Motakef Family Trust NEA Ventures 2010 LP JCEP Holdings LP NEO International Investments Jensen, Michael New Enterprise Associates 13 LP Jocelyn, Thomas E., III New Ireland Assurance Joseph J. Rauenhorst Revocable Trust New Ireland Fund Koehler, Bernhard Niemiec, Richard KPCB Holdings Inc. Njemanze, Hugh Lacy, Robert P. Northport Investments LLC Lamoreaux Partners Orgone Capital III LLC Lane, Raymond J. Orrick Investments 2012 LLC Lapp Laurie Investments LLC Pacific Century Group Investments Ltd. Lapp Libra 401(k) Plan Palo Alto Fund II LP Lapp, William Palo Alto Global Energy Liquidating Lapp, William S. Fund LP LAS Gift Trust U/A/D 12/1/97 Palo Alto Global Energy Master Fund LP Lasseter Living Trust Palomino Fund Ltd. Lebus, Scott Peak6 Opportunities Fund LLC Lenzo, Christopher Piasecki, Ronald L. Lexdale International Ltd. Pizzuto, Gianfranco LJD Ventures II Prism Partners I LP LML Associates LLC Prism Partners III Leveraged LP Lucas Living Trust Prism Partners IV Leveraged Offshore Fund Lunelli, Marcello Pyle, David Mac & Co ITF Diversified Alpha II Corp. Quantum Fuel Systems Technologies Mackin, Mark Worldwide Inc. Marc R. Benioff Revocable Trust U/A/D Raymond J. Lane Rev Trust dated 11/2/95 12/3/04, The RDKC Investments II LLC Marshall & Ilsley Trust Co. NA Ronald L. Piasecki IRA MCP Fisker LLC Rosemont Select Opportunities V LP MCVP Technology Fund I LLC Rosemont Solebury Co-Investment Fund ME LLC (Offshore) LP Michael Stoltzner Revocable Trust dated Rosemont Solebury Co-Investment Fund LP 7/26/95 Scott J. Saldana Revocable Trust Micro Cap Partners LP Southern Eco Investments LLC Middlebury Securities LLC Still Family Trust Middlebury Ventures II LLC Stoltzner, Lane

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Stratton Family Trust U/A dated 8/17/01 ThomasLloyd Group PLC Stratton, Scott M. Thorburn, James M. Strawbridge, Robert E. Thoroughbred Fund LP Sultan, Craig Thoroughbred Master Ltd. Survivor's Trust of the RMD Family Trust Vander Ploeg, Andrew P. dated 11/28/2005 Vilhonen, Pertti Terrell Trading Ltd. Wilshire Capital Partners Group LLC Thomas W. LaSorda Living Trust dated Zuklie 2007 Revocable Trust Agreement, 8/27/96, The The ThomasLloyd Capital LLC Zuklie, Mitchell S.

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Schedule 1(j)

Taxing Authorities

Alaska Department of Commerce, Louisiana Secretary of State Community, & Economic Development Maine Bureau of Motor Vehicles Arizona Corporation Commission Maine Secretary of State Arizona Department of Transportation, Maryland, State of Motor Vehicle Division Massachusetts Secretary of the Arkansas Motor Vehicle Commission Commonwealth Arkansas Secretary of State Michigan Department of Consumer & California Department of Motor Vehicles Industry Services California Franchise Tax Board Minnesota Secretary of State California Secretary of State Mississippi Motor Vehicle Commission California State Board of Equalization Mississippi Secretary of State Colorado Department of Revenue, Missouri Secretary of State Auto Industry Division Missouri, State of Colorado Department of State Montana Department of Justice, Motor Connecticut Department of Motor Vehicles, Vehicle Division Dealers & Repairers Section Montana Secretary of State Connecticut Secretary of State Nebraska Secretary of State Delaware Secretary of State Nebraska, State of Finnish Tax Administration Netherlands Tax & Customs Administration Florida Department of Highway Safety and Nevada Secretary of State Motor Vehicles, Vehicle Manufacturer New Castle County Government (DE) Licensing New Hampshire Secretary of State Florida Secretary of State New Jersey Department of State Georgia Secretary of State New Mexico State Corporation Commission Hawaii Department of Commerce & North Carolina Department of Consumer Affairs Transportation, Vehicle Manufacturer Hawaii Motor Vehicle Industry Licensing Licensing Board North Carolina Secretary of State Idaho Transportation Department, Vehicle North Dakota Secretary of State Services - Dealer Licensing Ohio Secretary of State Illinois Secretary of State, Dealer/Remitter Oklahoma Motor Vehicle Commission Licensing Section Oklahoma Secretary of State Indiana Secretary of State Orange County Treasurer–Tax Collector Indiana Secretary of State, Auto Dealer (CA) Services Division Oregon Secretary of State Iowa, State of Pennsylvania Board of Vehicle Kansas Department of Revenue, Division Manufacturers, Dealers & Salespersons of Vehicles Pennsylvania Department of State Kansas Secretary of State Rhode Island Secretary of State Kentucky Motor Vehicle Commission Rhode Island, State of Kentucky Secretary of State South Carolina Secretary of State’s Office Louisiana Motor Vehicle Commission South Dakota Secretary of State

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Tennessee Department of Commerce & Virginia State Corporation Commission Insurance, Motor Vehicle Commission Washington Secretary of State Tennessee Department of State Washington State Department of Licensing Texas Department of Motor Vehicles, Washington, DC, Office of Tax & Revenue Motor Vehicle Division West Virginia State Tax Commission Texas Secretary of State Wisconsin Department of Finance Utah Annual Report Section Institution Utah State Tax Commission, Motor Vehicle Wisconsin Department of Transportation Enforcement Division Wyoming Department of Transportation, Vermont Secretary of State Motor Vehicle Services Virginia Department of Motor Vehicles Wyoming Secretary of State

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Schedule 1(k)

Top Unsecured Creditors

Access TCA Inc. GKN Service International GmbH Aerotek Inc. Global Auto Systems Alem International Management Inc. Global Plas Inc. Altair Engineering Inc. Hagl GmbH - Karosseriebau für Automobil- ANAC (Amino NA) Prototypen Android Industries LLC Hess Corp. Benteler Automotive Hitachi Data Systems BMW Group Howard Ternes Packaging Co. Bosal International North America Ignited LLC Changshu Intier Auto Interiors Innertech - Nashville Cisco Systems Capital Corp. Jackson Dawson Communications Inc. Computer Protection Technology Inc. Jing-Jin Electric Technologies Conde Nast JMN Logistics LLC Continental Automotive Systems Inc. K&S Air Conditioning Inc. Core-Tech Inc. Kirmin Industries Inc. Cross Country Motor Club Inc. Kunshan Depo Traffic Facilities Co. Delaware, State of Kuster Delmarva Power LCX.com LLC Deloitte & Touche LLP Lioho Light Metal (Kunshan) Co. Ltd. Delphi Packard Electric Systems Magna E-Car USA LP Delta Electronics Magna Powertrain Denso International America Inc. Magna Seating Devon & Devon Manpower Staffing Services Co. Ltd DMT Development Systems Group Inc. Manpower Staffing Services Co. Ltd. Dow Jones & Co. Inc. MB-Technology NA LLC DSA Systems Inc. Media Brokers International Inc. Dunlap Group MediaMath Inc. Eaton Corp. Mercer Health & Benefits ElringKlinger Meteor Sealing Systems LLC Emaxx Partners LLC Metro Technologies Ltd. ESG Automotive Inc. Microsoft Licensing GP ESI Engineering Inc. Model Master SpA Evercore Group LLC Modern Body Engineering Inc. FAPS Inc. Mondial Assistance (UK) Ltd. Ficotriad SA Mono Advertising LLC Fisker Automotive GmbH MTA USA Corp Fisker Coachbuild LLC MTA USA Corp. Flex-N-Gate New Castle County Government Center Foley & Lardner Nitto Denko Ford Michigan Proving Grounds OC Service Systems LLC General Motors Components Holdings LLC Ogihara America Corp. GKN Driveline Newton LLC Omitec Inc.

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Orange County Treasurer (CA) Sterling Die & Engineering Inc. Orrick Herrington & Sutcliffe Swift Towing Recycling Oy Kuehne + Nagel Ltd. Symmetry Corp. Parrot Asia Pacific Ltd. Tata Technologies Inc. Pilkington Automotive ThyssenKrupp Bilstein of America Polytec Car Styling Hoersching GmbH TK Holdings Inc. PricewaterhouseCoopers LLP TorqTek Design & Manufacturing LLC Quantum Fuel Systems Technologies Transmisiones y Equipos Mecanicos SA RJT Compuquest Inc. de CV Robert Bosch Beg TRW Automotive Czech SRO Rocket Fuel Inc. Valmet Automotive Inc. Samvardhana Motherson Peguform Iber Varroc Lighting Systems Inc. SAP America Inc. Washington Gas Energy Services Sara Solutions Inc. Wellford Energy Advisors LLC Seger Oy Willis Insurance Services Severn Trent Environmental WWG Orange Office Investors LLC Sitrick Brincko Group LLC Yokohama Tire Corp. Sofitec ZF North America Inc. Somerset Capital Group Ltd. ZF Sachs Automotive Inc.

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Schedule 1(l)

Utilities

Anaheim, City of (CA) Artesian Water Co. AT&T AT&T Long Distance AT&T Mobility Compass Energy Delmarva Power Gas Co., The Hess Corp. New Castle County (DE) PAETEC PAETEC Communications Inc. tw Telecom Verizon Wireless

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Schedule 1(m)

Vendors

893353 Alberta Inc. Fisker of Atlanta LLC A123 Systems Inc. Fisker of Austin A-M LLC Fisker of British Columbia Android Industries LLC Fisker of Calgary Android Management Inc. Fisker of Cincinnati Asbury St Louis FSKR LLC Fisker of Cleveland Asbury Texas D FSKR LLC Fisker of Denver Automatic Systems Inc. Fisker of Greenwich Bayerische Motoren Werke AG Fisker of Huntsville BD Otomotiv Fisker of Las Vegas BD Otomotiv ve Elektrikli Araclar Sanayi Fisker of Michigan ve Ticarat AS Fisker of Minneapolis Benteler Aluminum Systems Fisker of Nevada Bergen Fisker LLC Fisker of North Shore Bergstrom Corp. Fisker of Norwood BMW Fisker of Orange County Borton Automotive Inc. Fisker of Orlando Budget Leasing Inc. Fisker of Philadelphia Capitol Cadillac Co. Fisker of Rochester Century Automotive Group Inc. Fisker of Santa Monica China Grand Automotive Services Co. Ltd. Fisker of Schaumburg Classic Cadillac Atlanta Corp. Fisker of Scottsdale Decoma America Holdings Inc. Fisker of Silicon Valley Dilawri Group of Cos., The Fisker of Toronto Dilawri Group, The Fisker of Troy Don Thornton Cadillac Inc. Fisker of Tulsa Dorschel Group, The Fisker of Vancouver EDiS Co. Inc. Fisker of Wilmington Elder Automotive Group of Tampa Bay Inc. Fisker of Winston-Salem Elk Grove Motorcars LLC Fisker Palm Beach FANUC Robotics America Corp. Fisker Salt Lake City Fields BC Co. Fisker San Antonio Fields Motorcars of Florida Inc. Fisker Tampa Bay Fields PAG Inc. Flow Automotive Center of Winston-Salem Fisker Automobile AG LLC Fisker Automobiles Ltd. Frank Kent Fisker LLC Fisker Coachbuild LLC General Motors LLC Fisker Long Island Giffin Inc. Fisker Marin GM Global Technology Operations Inc. Fisker Miami GP Supercars & More SRL Fisker Miami LLC Guarnieri Concesionarios SL Fisker Montreal HA Ott Motorcars LP

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Hadley Auto Co. LLC Patrick Hybrid LLC Holand Automotive Group Prestige Auto Group LLC Howard Ternes Packaging Co. Prestige Fisker Infineon Technologies AG Price-Simms Inc. Infineon Technologies North America Corp. Quantum Fuel Systems Technologies Irvine Motorcars LLC Quantum Fuel Systems Worldwide Inc. Jake Kaplans Inc. RHP LP Jake Kaplans Ltd. Ricardo Inc. Jing-Jin Electric Technologies (Beijing) Rickenbaugh Cadillac Co. Inc. Co. Ltd. Ron Tonkin Fisker Johnson Fisker of Annapolis Ron Tonkin Gran Turismo Inc. Joseph Northland Motors Inc. Saturn North Inc. KUKA Systems North America Scottsdale Ferrari LLC Lear Corp. Silver State Ford M2 Motors Inc. Suburban Motors Co. Inc. Magna Exteriors & Interiors America Sullivan Green Cars LLC Holdings Inc. Ted Britt Ford Sales Inc. Marin Luxury Cars LLC Trading Enterprises Co. LLC Marvin K. Brown Auto Center Inc. Union Park Automotive Group Inc. McLarty Cos. Valmet Automotive Inc. ME Fields Inc. Visteon Miller Motorcars Inc. VNF Inc. Motor Imports Ltd. Warren Henry Automobiles Inc. Nellemann Holding AS Wego Automotive Inc. Palm Beach Motor Cars Ltd. Inc.

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Schedule 1(n)

Purchaser

Hybrid Tech Holdings LLC Wanxiang America Corporation

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Schedule 1(o)

United States Trustee and Court Personnel for the District of Delaware (and Key Staff Members)

Buchbinder, David Carey, Kevin J. DeAngelis, Roberta A. Dortch, Shakima L. Fitzgerald, Judith K. Giordano, Diane Green, Christine Gross, Kevin Hackman, Benjamin Heck, Jeffrey Kenney, Mark Klauder, David Leamy, Jane Murray, Tony O'Malley, James R. O'Neal, Lauren Panacio, Michael Patton, Tiiara Sarkessian, Juliet Schepacarter, Richard Shannon, Brendan L. Sontchi, Christopher S. Tinker, T. Patrick Vinson, Ramona Walrath, Mary F. Walsh, Peter J. West, Michael Wynn, Dion

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Schedule 2 Relationships with Potential Parties in Interest

Entity with which Evercore Party in Interest Nature of Connection has a Connection AT&T, AT&T Long Distance AT&T, AT&T Long Distance Vendor AT&T Mobility AT&T Mobility Vendor Cisco Systems Capital Corp. Cisco Systems Capital CRP; Vendor Cisco Systems Capital Corporation CT Corp. CT Corporation System Vendor Deloitte & Touche LLP Deloitte & Touche LLP, Vendor Deloitte, Deloitte & Touche Products Company LLC, Deloitte Touche Tohmatsu Auditores DHL Express USA DHL Express (Hong Kong) Vendor Limited, DHL Express (Singapore) Pte Ltd, DHL Express (USA) Inc Dow Jones & Co. Inc. Dow Jones & Company, Dow Vendor Jones Publishing Co. (Asia) Inc., Factiva - Dow Jones Company Federal Insurance Company Federal Insurance Company Vendor Foley & Lardner LLP Foley & Lardner LLP Vendor Hartford Insurance Group; Hartford Accident and Vendor Hartford Underwriters Indemnity Company Insurance Co. Microsoft Licensing, GP Microsoft Licensing, GP Vendor Orrick Herrington & Sutcliffe Orrick, Herrington & Sutcliffe Vendor LLP LLP PricewaterhouseCoopers LLP PriceWaterhouseCoopers LLP Vendor Willis Insurance Services Willis of New York, Inc.; Vendor Willis of Maryland, Inc.

Verizon Wireless Verizon Wireless Vendor

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Entity with which Evercore Party in Interest Nature of Connection has a Connection Zurich American Insurance Zurich Insurance Company Alison Carworth, a senior Co. Ltd, Zurich Insurance Group advisor at an Evercore affiliate AG, and Zurich Insurance is a member of the Board of Group Ltd. Directors of Zurich Insurance Company Ltd, Zurich Insurance Group AG, and Zurich Insurance Group Ltd. Ms. Carnworth is not a member of the deal team advising the Debtors. State Taxing Authorities State Taxing Authorities Evercore makes ordinary course payments to Federal and State Taxing Authorities Current Directors of the Two current Directors of the Debtors Debtors were on the Boards of Directors for prior clients of Evercore or Evercore affiliates. Four parties in the following These entities or their affiliates categories: Top Unsecured are clients of Evercore on Creditors, Utilities, and confidential matters unrelated to Vendors. the Debtors.