MULLEN AUTOMOTIVE INC

Termination of Debt Agreement

On* May 7, 2024,the Debt Agreement dated December 18, 2023,to issue a non-convertible secured promissory note with a principal amount of$50* million and a*$18* million original issue discount was terminated (refer toNote7—**Debt for further information).

Settlement Agreement

On* May 13, 2024,the Company entered into a Settlement Agreement and Stipulation (the “SAS”) with Silverback Capital Corporation (“SCC”), pursuant to which the Company agreed to issue common stock to SCC in exchange for the settlement of an aggregate of$4,623,655* (the “Settlement Amount”) to resolve outstanding overdue liabilities with different vendors. On* May 29, 2024,the Circuit Court of the Twelfth Judicial Circuit in and for Manatee County, Florida (the “Court”), entered an order (the “Order”) approving, among other things, the fairness of the terms and conditions of an exchange pursuant to Section3*(a)(10) of the Securities Act in accordance with a stipulation of settlement, pursuant to the SAS between the Company and SCC. SCC commenced action against the Company to recover the Settlement Amount of past-due obligations and accounts payable of the Company (the “Claim”), which SCC had purchased from certain vendors of the Company pursuant to the terms of separate receivable purchase agreements between SCC and each of such vendors. The Order provides for the full and final settlement of the Claim and the related action. The SAS became effective and binding upon execution of the Order by the Court on* May 29, 2024.Pursuant to the terms of the SAS approved by the Order, the Company agreed to issue to SCC shares (the “Settlement Shares”) of the Company’s common stock. The price of the Settlement Shares is calculated as75%* of the average of thethree lowest prices traded during the valuation period. The SAS provides that the Settlement Shares will be issued inone or more tranches, as necessary, sufficient to satisfy the Settlement Amount through the issuance of securities issued pursuant to Section3(a)(10) of the Securities Act. Pursuant to the SAS, SCC* maydeliver requests to the Company for additional shares of common stock to be issued to SCC until the Settlement Amount is paid in full, provided that any excess shares issued to SCC will be cancelled. In connection with the SAS, the Company has issued1,022,500* shares of common stock to settle a part of the liability up to* June 30, 2024.Subsequent to June 30, 2024,up to August 8, 2024,the Company has issued an additional1,644,200* shares of common stock.

The issuance of common stock to SCC pursuant to the terms of the Agreement approved by the Order is exempt from the registration requirements of the Securities Act pursuant to Section3(a)(10) thereof, as an issuance of securities in exchange for bona fide outstanding claims, where the terms and conditions of such issuance are approved by a court after a hearing upon the fairness of such terms and conditions at which all persons to whom it is proposed to issue securities in such exchange shall have the right to appear. The Agreement provides that inno event will the number of shares of common stock issued to SCC or its designee in connection with the Agreement, when aggregated with all other shares of common stock then beneficially owned by SCC and its affiliates (as calculated pursuant to Section13(d) of the Securities Exchange Act of1934, as amended (the “Exchange Act”), and the rules and regulations thereunder), result in the beneficial ownership by SCC and its affiliates (as calculated pursuant to Section13(d) of the Exchange Act and the rules and regulations thereunder) at any time of more than4.99% of the common stock.

Director and Officer Trading Arrangements

None of the Company's directors or executive officers adopted, modified or terminated a Rule10b5-1 trading arrangement or a non-Rule10b5-1 trading arrangement during the Company's quarter ended* June 30, 2024*.

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