Mullen Technologies, Inc. entered into a binding letter of intent to acquire Net Element, Inc. (NasdaqCM:NETE) in a reverse merger transaction on June 12, 2020. Mullen Technologies, Inc. signed a definitive agreement to acquire Net Element, Inc.in a reverse merger transaction on August 4, 2020. As part of consideration, NET will issue its shares such that on a fully diluted post-acquisition basis Mullen's shareholders would collectively own 85% of the then issued and outstanding shares of the combined company while NET's shareholders would collectively own 15% of the then issued and outstanding shares of the combined company. In the event that the total aggregate GAAP-determined gross revenue at any time during the 24 months following the completion of the transaction arising from the operations of the combined company meets certain target levels, Mullen's shareholders' would have an opportunity to earn additional ownership in the combined company. Upon completion of the transaction, the combined company will be renamed to Mullen Technologies, Inc. and the trading ticker will be changed to reflect the Mullen identity as “Mullen”. Upon closing of the transaction, David Michery would be appointed as Chief Executive Officer, a Director and the Executive Chairman of the combined company and all current Directors and officers of NET will resign except for Oleg Firer, who will stay on as a Director after resigning as the Executive Chairman and Chief Executive Officer. Mullen shall appoint eight new Directors and all officers of the combined company. In the event of a termination of the Merger Agreement under specified circumstances, Mullen will be required to pay the Net, and the Net will be required to pay Mullen a termination fee of $0.75 million. Trading to commence on November 5, 2021, at which time the Net Element's name will be changed to Mullen Automotive, Inc. and its ticker symbol will be changed to “MULN.”

The transaction is subject to satisfactory due diligence of Mullen Technologies and its subsidiaries by NET, satisfactory due diligence of NET by Mullen Technologies, receipt of Nasdaq's approval of the transaction and the continued listing of the NET's common stock post-closing and the declaration of effectiveness of the registration statement on Form S-4, receiving a fairness opinion satisfactory to NET's and Mullen's Board of Directors, obtaining third-party consents and approvals from the Board of Directors and shareholders of NET, Appraisal and Dissenters ' Rights, each of Net Element and Mullen intend for the Merger to qualify as a reorganization for U.S. federal income tax purposes within the meaning of Section 368(a) of the U.S. Internal Revenue Code of 1986, as amended, all members of the Net Element Board shall have executed written resignations effective and Mullen Technologies. The transaction is subject to NET's net cash position to be at $10 million and NET to divest itself of its payments processing business and eliminate all liabilities associated with its current operations. The transaction is subject to NET raised at least $10 million from an accredited investor through a private placement. The transaction is also subject to execution of definitive agreement, escrow agreement, Mullen shall have converted all outstanding debt securities, if any, into common stock, all outstanding preferred shares shall be converted into common stock and completion of financial audit and all consents, approvals and authorizations legally required to be obtained to consummate the Merger shall have been obtained from and made with all Governmental Authorities and all members of the NET Board shall have executed written resignations effective as of the Merger Effective Time. As of July 10, 2020, the letter of intent has been amended by extending the exclusivity period for exclusive negotiations for an additional 30-day period, to expire on August 11, 2020. The transaction has been unanimously approved by board of Net and recommend that the shareholders of the Net to approve and adopt the agreement and approve the merger. As of December 29, 2020, pursuant to the amendment, both party agreed that, if the registration statement on Form S-4 (with the merger proxy statement included as part of the prospectus) is not filed with U.S. Securities and Exchange Commission (the “SEC”) on or prior January 15, 2021, then Mullen will pay to Net Element an agreed sum of $0.013333 million per day (the “Late Fee”) until the such registration statement is filed with the SEC. As of July 21, 2021, the terms were amended and an aggregate Late Fee of $1,519,962 was accrued and remains unpaid by Net. All accumulated Late Fees will be due and payable by Mullen on the 5th day of each calendar month commencing February 5, 2021 and on the 5th day of each month thereafter until the above refenced filing has occurred. As of March 12, 2021, Net Element has recorded an aggregate of $653,317 in Late Fee income due from Mullen. The special meeting of Net Element's stockholders to be held on August 26, 2021. In connection with the proposed merger, the registration statement on Form S-4 was declared “effective” by the U.S. Securities and Exchange Commission on July 26, 2021. As of August 31, 2021, the stockholders of Net Element have approved the transaction. Mullen receives conditional approval to list on Nasdaq Capital Markets. The transaction is expected to be completed by September 30, 2020. As of December 29, 2020, pursuant to the amendment, the transaction is expected to be completed by March 31, 2021.

Serge Pavluk of Snell & Wilmer L.L.P. and Thomas J. Poletti of Manatt, Phelps & Phillips, LLP acted as legal advisors to Net Element. Alexander Capital, LP acted as fairness opinion provider and financial advisor to Net Element. Continental Stock Transfer & Trust Company acted as transfer agent to Net Element. American Stock Transfer & Trust Company, LLC served as transfer agent and warrant agent to Net Element.