Material Agreement - Form 8-K

On May 1, 2024, the Board of Directors (the "Board") of Mullen Automotive Inc. (the "Company") declared a dividend distribution of one right (a "Right"), for each outstanding share of common stock, par value $0.001 per share, of the Company (the "Common Stock") and preferred stock, par value $0.001 per share, of the Company (the "Preferred Stock"). The dividend is payable to holders of record as of the close of business on May 13, 2024 (the "Record Date"). In connection with the distribution of the Rights, the Company entered into a Rights Agreement (the "Rights Agreement"), dated as of May 1, 2024, between the Company and Continental Stock Transfer & Trust Company, as rights agent. The Rights Agreement is similar to other rights plans adopted by publicly held companies, and is intended to promote the fair and equal treatment of all stockholders. The Rights Agreement is designed to enable all Company stockholders to realize the long-term value of their investment and is intended to protect Mullen and its stockholders from efforts by a single stockholder or group to obtain control of the Company without paying a control premium. The Rights Agreement is not a financing transaction and no additional shares of Common Stock or Preferred Stock or warrants or convertible notes are currently being issued in connection with the dividend distribution of the Rights. In general terms, the Rights Agreement works by imposing a significant penalty upon any person or group that acquires beneficial ownership of 10% or more of the shares of Common Stock without the prior approval of the Board. As a result, the overall effect of the Rights Agreement and the issuance of the Rights may be to render more difficult or discourage a merger, tender or exchange offer or other business combination involving the Company that is not approved by the Board. However, neither the Rights Agreement nor the Rights should interfere with any merger, tender or exchange offer or other business combination approved by the Board.

The following is a summary description of the Rights. This summary is intended to provide a general description only and is subject to the detailed terms and conditions of the Rights Agreement, a copy of which is attached hereto as Exhibit 4.1, which is incorporated herein by reference.

Issuance of Rights

Each holder of Common Stock and Preferred Stock (i.e., Series A Preferred Stock, Series C Preferred Stock and Series D Preferred Stock) as of the Record Date will receive a dividend of one Right per share of Common Stock and Preferred Stock, as applicable. One Right will also be issued together with each share of Common Stock and each share of a series of Preferred Stock the terms of which provide for the holders thereof to be issued Rights issued by the Company after the Record Date and prior to the Distribution Date (as defined in below), and in certain circumstances, after the Distribution Date. New certificates for Common Stock and Preferred Stock issued after the Record Date will contain a notation incorporating the Rights Agreement by reference.

Until the Distribution Date: