Item 1.01 Entry into a Material Definitive Agreement.
A. Amendment to Master Exchange Agreement.
As contemplated by the Agreement and Plan of Merger, dated as of August 4, 2020,
among Mullen Technologies, Inc. ("Mullen"), Net Element, Inc., a Delaware
corporation (the "Company") and Mullen Acquisition, Inc., a California
corporation and a wholly-owned subsidiary of the Company (the "Merger
Agreement"), on August 11, 2020, the Company, as lender, entered into an
unsecured Promissory Note, dated August 11, 2020 (the "Note"), with Mullen.
Pursuant to the Note, Mullen borrowed from the Company $500,000. Prior to
maturity of the loan, the principal amount of the loan will carry an interest
rate of 14% per annum compounded monthly and payable upon demand. This loan will
mature on the earlier of (i) the date that the Merger Agreement is terminated
for any reason by any party thereto and (ii) the Merger Effective Time (as
defined in the Merger Agreement). Copy of the Merger Agreement was filed as
Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the U.S.
Securities and Exchange Commission on August 5, 2020.
The Note contains customary representations, warranties, events of default,
remedies and covenants, each fully detailed in the attached hereto copy of the
Note.
The foregoing description of the Note does not purport to be complete and is
subject to, and qualified in its entirety by, the full text of the Note, a copy
of which was filed as Exhibit 10.4 to the Company's Quarterly Report filed with
the U.S. Securities and Exchange Commission on August 13, 2020. Such Exhibit
10.4 is incorporated herein by reference. All readers are encouraged to read the
entire text of such document.
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