Agreement of Merger between Mullen Automotive Inc., Mullen Acquisition, Inc. and Net Element, Inc. dated November 3, 2021

Surviving Corporation is a California corporation organized on May 14, 2021, corporation number ###-###-####.

Surviving Corporation’s issued and outstanding shares total (i) 67,860,246 shares of common stock ("Surviving Corporation Common Stock"), (ii) 1,500,250 shares of Series A preferred stock ("Surviving Corporation Series A Preferred Stock"), (iii) 71,516,534 shares of Series B preferred stock ("Surviving Corporation Series B Preferred Stock"), and no shares of Series C preferred stock (and ("Surviving Corporation Series C Preferred Stock" and collectively all such shares are referred to herein as "Surviving Corporation Securities").

Merging Corporation is a California corporation, organized on August 3, 2020, corporation number ###-###-####.

Merging Corporation has one (1) share of common stock ("Merging Corporation Common Stock") issued and outstanding.

Parent is a Delaware corporation organized on October 2, 2012.

At the Effective Time (as defined below), Merging Corporation shall be merged with and into Surviving Corporation (the "Merger") and Surviving Corporation shall become a wholly-owned subsidiary of Parent.

At the Effective Time, as a result of the Merger and without any action on the part of Surviving Corporation, Merging Corporation or Parent, each share of Merging Corporation Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and non-assessable share of Surviving Corporation Common Stock and no consideration shall be paid therefor.

At the Effective Time, as a result of the Merger and without any action on the part of Surviving Corporation, Merging Corporation or Parent, each share of Surviving Corporation Common Stock, each share of Surviving Corporation Series A Preferred

At the Effective Time, the articles of incorporation (the "Articles") of Surviving Corporation shall be shall be restated to read as set forth in Exhibit A hereto.

The bylaws of Surviving Corporation, as in effect immediately prior to the Effective Time, shall continue to be the bylaws of Surviving Corporation (other than changing the name therein to "Ottava Automotive, Inc.") until thereafter changed or amended as provided by the Articles or the bylaws of Surviving Corporation or by applicable law.

At the Effective Time, as a result of the Merger and without any action on the part of Surviving Corporation, Merging Corporation or Parent, all shares of Merging Corporation Common Stock will be cancelled and retired without any consideration whatsoever therefor.

At the Effective Time, the separate existence of Merging Corporation shall cease and all of the property, rights, privileges, immunities, powers, franchises, licenses and authority of each of Surviving Corporation and Merging Corporation shall vest in the Surviving Corporation, and all debts, restrictions, duties and other liabilities of each of Surviving Corporation and Merging Corporation shall become the debts, restrictions, duties and other liabilities of the Surviving Corporation.

Merging Corporation shall from time to time, as and when requested by Surviving Corporation, execute and deliver all such documents and instruments and take all such action necessary or desirable to evidence or carry out the Merger.

The effect of the Merger is as prescribed by law.

The Merger shall be effective as of 12:01am Pacific Time on November 5, 2021 (the "Effective Time").

They are the chief executive officer and secretary, respectively, of Mullen Automotive Inc. ("Mullen Automotive"). Mullen Automotive is a California corporation, number ###-###-####.

The board of directors of Mullen Automotive duly approved the principal terms of the Agreement of Merger in the form submitted herewith.

Mullen Automotive has four classes of authorized shares of which three classes were entitled to vote on the merger as of the record date of September 7, 2021 (the "Record Date"). The number of shares of Common Stock issued and outstanding and entitled to vote on the merger totaled 67,860,246 shares. The number of shares of Series A Preferred Stock issued and outstanding and entitled to vote on the merger totaled 1,500,250 shares. The number of shares of Series B Preferred Stock issued and outstanding and entitled to vote on the merger totaled 71,516,534 shares. Mullen Automotive had no shares of Series C Preferred Stock issued and outstanding as of the Record Date and therefore, no shares of Series C Preferred Stock were entitled to vote on the merger.

Shareholders duly approved the principal terms of the Agreement of Merger by the affirmative vote of (i) 55% of the outstanding shares of Common Stock, (ii) 100% of the outstanding shares of Series A Preferred Stock, and (iii) 100% of the outstanding shares of Series B Preferred Stock the corporation, which equaled or exceeded the vote required. No shares of Series C Preferred Stock were issued and outstanding as of the Record Date.

He is the chief executive officer and secretary of Mullen Acquisition, Inc. ("Merger Sub"). The Company is a California corporation, number ###-###-####.

The board of directors of the corporation duly approved the principal terms of the Agreement of Merger in the form submitted herewith.

Merger Sub has only one class of shares issued and outstanding and entitled to vote on the merger. The number of such shares totaled one (1) share of common stock.

The sole shareholder duly approved the principal terms of the Agreement of Merger by the affirmative vote of 100% of the outstanding shares of the corporation, which equaled or exceeded the vote required.