TRANSITION SERVICES AGREEMENTTransition Services Agreement • July 22nd, 2021 • Net Element, Inc. • Services-computer processing & data preparation
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of May 12, 2021 (the “Effective Date”), is made and entered into by and between Mullen Technologies, Inc., a California corporation (“Tech”), and Mullen Automotive, Inc., a Delaware corporation and wholly owned subsidiary of Tech (“Automotive”). Each of Tech and Automotive may be referred to herein individually as a “Party” and collectively as the “Parties.” For purposes of this Agreement, capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Master Distribution Agreement (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 22nd, 2021 • Net Element, Inc. • Services-computer processing & data preparation • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 16, 2021 (the “Execution Date”), between Mullen Technologies, Inc., a California corporation (the “Company”), and TDR Capital Pty Limited (“Buyer”).
MULLEN TECHNOLOGIES, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT Chief Executive OfficerEmployment Agreement • July 22nd, 2021 • Net Element, Inc. • Services-computer processing & data preparation • California
This Employment Agreement (“Agreement”) is made as of this 1stof June, 2021, by and between David Michery (“Employee”) and Mullen Technologies, Inc., a California corporation (the “Company”).
Master Distribution Agreement By and Between Mullen Technologies, Inc. And Mullen Automotive, Inc. Dated as of May 12, 2021Master Distribution Agreement • July 22nd, 2021 • Net Element, Inc. • Services-computer processing & data preparation • Delaware
THIS MASTER DISTRIBUTION AGREEMENT (this “Agreement”), dated as of May 12, 2021 (the “Execution Date”), is made and entered into by and between Mullen Technologies, Inc., a California corporation (“MTI”), and Mullen Automotive, Inc., a California corporation and wholly owned subsidiary of MTI (“Automotive”). Each of MTI and Automotive may be referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 1 TO SETTLEMENT, TERMINATION, RELEASE AND EQUITY PURCHASE AND LOAN AGREEMENTAgreement • July 22nd, 2021 • Net Element, Inc. • Services-computer processing & data preparation • New York
THIS AMENDMENT NO. 1 TO SETTLEMENT, TERMINATION, RELEASE AND EQUITY PURCHASE AND LOAN AGREEMENT (this "Amendment No. 1") is dated as of August 12, 2020 but effective as of July 23, 2020 and is entered into by and among MULLEN TECHNOLOGIES, INC., a California corporation ("Mullen"), ORAWBRIDGE INVESTMENTS, LLC, a New Jersey limited liability company ("Drawbridge") and DBI Lease Buyback Servicing LLC, a Delaware limited liability company ("DBI"). Capitalized terms not defined herein shall have the same meaning as define in that Settlement, Termination, Release and Equity Purchase and Loan Agreement dated as of July 23, 2020 by and among Mullen, Drawbridge and DBI (the "Agreement").
SHARE ESCROW AGREEMENTShare Escrow Agreement • July 22nd, 2021 • Net Element, Inc. • Services-computer processing & data preparation • Delaware
This SHARE ESCROW AGREEMENT, dated as of [●], 2021 (“Agreement”), by and among NET ELEMENT, INC., a Delaware corporation (“Parent” or “Net Element”), [●], the representative of the shareholders of Parent (the “Parent Representative”), MULLEN AUTOMOTIVE, INC., a California corporation (the “Company” or “Mullen Automotive”), and [●], a [New York] limited liability trust company (“Escrow Agent”). Certain capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Merger Agreement (as defined below).
CONTRIBUTION AND SPIN-OFF AGREEMENTContribution and Spin-Off Agreement • July 22nd, 2021 • Net Element, Inc. • Services-computer processing & data preparation • Delaware
This Contribution and Spin-off Agreement (the “Agreement”) is entered into as of May 12, 2021 (the “Effective Date”) by and among Mullen Technologies, Inc., a California corporation (“Mullen Technologies”), and Mullen Automotive, Inc., a California corporation (“Mullen Automotive”). Mullen Technologies and Mullen Automotive shall each be referred to as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 1 AND JOINDER TO EXCHANGE AGREEMENTExchange Agreement • July 22nd, 2021 • Net Element, Inc. • Services-computer processing & data preparation • New York
THIS AMENDMENT NO. 1 AND JOINDER TO EXCHANGE AGREEMENT (this “Amendment No. 1”) is dated as of May 20, 2021 and is entered into by and among MULLEN TECHNOLOGIES, INC., a California corporation (the “Company”) and the investors signatory hereto (collectively, the “Holder”). Capitalized terms not defined herein shall have the same meaning as defined in that Exchange Agreement dated as of May 7, 2021 by and among the Company and certain investors signatory hereto (the “Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 22nd, 2021 • Net Element, Inc. • Services-computer processing & data preparation • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 7, 2021 (the “Execution Date”), between Mullen Technologies, Inc., a California corporation (the “Company”), and the investors listed on the Buyer Schedule attached hereto (collectively, “Buyer”).
SETTLEMENT, TERMINATION, RELEASE AND EQUITY PURCHASE AND LOAN AGREEMENTRelease and Equity Purchase and Loan Agreement • July 22nd, 2021 • Net Element, Inc. • Services-computer processing & data preparation • New York
THIS SETTLEMENT, TERMINATION, RELEASE AND EQUITY PURCHASE AND LOAN AGREEMENT (this “Agreement”) is made effective as of July 23, 2020 (the “Effective Date”), and is entered into by and among MULLEN TECHNOLOGIES, INC., a California corporation (“Mullen”), DRAWBRIDGE INVESTMENTS, LLC, a New Jersey limited liability company (“Drawbridge”) and DBI Lease Buyback Servicing LLC, a Delaware limited liability company (“DBI”). For purposes of this Agreement, Drawbridge, Mullen and DBI may be referred to individually as a “Party,” and collectively as the “Parties”.
SEPARATION AGREEMENTSeparation Agreement • July 22nd, 2021 • Net Element, Inc. • Services-computer processing & data preparation • Delaware
THIS SEPARATION AGREEMENT (this “Agreement”) is dated as of May 12, 2021_ by and between MULLEN TECHNOLOGIES, INC., a California corporation (“Tech”) and MULLEN AUTOMOTIVE, INC., a Delaware corporation and presently a wholly owned Subsidiary of Tech (“Automotive”).
TAX SHARING AGREEMENTTax Sharing Agreement • July 22nd, 2021 • Net Element, Inc. • Services-computer processing & data preparation • Delaware
THIS TAX SHARING AGREEMENT (this “Agreement”), dated as of May 12, 2021, is by and between MULLEN TECHNOLOGIES, INC. (“Tech”), a California corporation, and MULLEN AUTOMOTIVE, INC. (“Automotive”), Delaware corporation. Each of Tech and Automotive is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
SECURED CONVERTIBLE PROMISSORY NOTE AND SECURITY AGREEMENT (MULLEN TECHNOLOGIES, INC.)Secured Convertible Promissory Note and Security Agreement • July 22nd, 2021 • Net Element, Inc. • Services-computer processing & data preparation • New York
This SECURED PROMISSORY NOTE AND SECURITY AGREEMENT (this “Note”) is entered into pursuant to that certain Settlement, Termination, Release and Equity Purchase and Loan Agreement of even date herewith by and among the parties hereto and Drawbridge Investments LLC (the “Agreement”). For value received, MULLEN TECHNOLOGIES, INC., a California corporation, its affiliates, successors, and assigns (“Borrower”), hereby irrevocably and unconditionally promise to pay to the order of DBI LEASE BUYBACK SERVICING LLC, a Delaware limited liability company (together with any and all of its successors and assigns and/or any other holder of this Note, “Lender”), without offset, in immediately available funds in lawful money of the United States of America, at an address to be specified in writing by the Lender to Borrower, the principal sum of TWENTY THREE MILLION, EIGHT HUNDRED THIRTY ONE THOUSAND, FIVE HUNDRED AND FIFTY THREE DOLLARS AND 98/100 ($23,831,553.98), together with interest on the unpaid
EXCHANGE AGREEMENTExchange Agreement • July 22nd, 2021 • Net Element, Inc. • Services-computer processing & data preparation • New York
This EXCHANGE AGREEMENT (the “Agreement”) is entered into as of the 7th day of May, 2021, by and among Mullen Technologies, Inc., a California corporation (the “Company”) and the investors signatory hereto (collectively, the “Holder”).
