MULLEN AUTOMOTIVE INC

Pursuant to the terms of the 2024 Securities Purchase Agreement, the Company has issued Warrants to investors between May 14, 2024 and December 31, 2024. As of the date of this proxy statement, there were outstanding Warrants to purchase on a cash basis an aggregate of 8,405,988 share of common stock (the “Existing Warrants”).

On February 7, 2025, the Company and the investors entered into a Warrant Exchange Agreement whereby the Company agreed to issue to the investors new warrants (the “New Warrants”) in exchange for the Existing Warrants. The New Warrants have the same terms and condition as the Existing Warrants, including the number of shares issuable upon cash exercise and a term of five years from the date of issuance of the Existing Warrants, except that the exercise price floor in the formula for the cashless exercise of the New Warrants is $0.01 and not subject to adjustment for stock dividends, subdivisions, or combinations as described in the New Warrants. The New Warrants continue to be governed by the terms of the 2024 Securities Purchase Agreement.