EXHIBIT 2.3 SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS SECOND AMENDMENT (the "AMENDMENT") to the Agreement and Plan of Merger dated as of June 9, 2004, as amended by the First Amendment to the Agreement and Plan of Merger, dated October 7,...Agreement and Plan of Merger • December 27th, 2004 • Splinex Technology Inc. • Services-prepackaged software • Florida
EXHIBIT 10.5 CONTRIBUTION AGREEMENT This contribution agreement (the "AGREEMENT"), is made as of April 1, 2004, by and between Splinex LLC, a Florida limited liability company (the "PARENT"), and Splinex Technology Inc., a Delaware corporation (the...Contribution Agreement • June 24th, 2004 • Splinex Technology Inc. • Florida
EXHIBIT 10.4 SUBLEASE AGREEMENT This Sublease Agreement (the "AGREEMENT") dated as of November 1, 2003, is made between Enerl Group, Inc. ("SUBLESSOR") and Splinex LLC ("SUBLESSEE"). W I T N E S S E T H : 1. GRANT OF SUBLEASE. The parties hereto take...Sublease Agreement • June 24th, 2004 • Splinex Technology Inc.
EXHIBIT 2.2 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS FIRST AMENDMENT (the "AMENDMENT") to the Agreement and Plan of Merger dated as of June 9, 2004, by and among Splinex Technology Inc., a Delaware corporation ("Splinex"), Ener1...Agreement and Plan of Merger • October 15th, 2004 • Splinex Technology Inc. • Services-prepackaged software • Florida
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • June 24th, 2004 • Splinex Technology Inc. • Florida
Exhibit 10.12 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made effective as of the 30th day of August, 2004, by and between Splinex Technology Inc., a Delaware corporation with its offices at 550 West Cypress Creek Road, Suite...Employment Agreement • October 15th, 2004 • Splinex Technology Inc. • Services-prepackaged software • Florida
AMENDMENT TOBridge Loan Agreement • December 3rd, 2004 • Splinex Technology Inc. • Services-prepackaged software • Florida
EXHIBIT 10.3 SPLINEX TECHNOLOGY INC. 2004 STOCK OPTION PLAN STOCK OPTION AWARD AGREEMENT This Stock Option Award Agreement (the "AGREEMENT") dated as of [____________], 2004, is made between Splinex Technology Inc., a Delaware corporation (the...Stock Option Award Agreement • June 24th, 2004 • Splinex Technology Inc. • Florida
JOINT FILING AGREEMENTJoint Filing Agreement • October 9th, 2012 • Net Element, Inc. • Services-computer processing & data preparation
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
TERMINATION OF SHAREHOLDER RIGHTS AGREEMENTTermination of Shareholder Rights Agreement • October 3rd, 2012 • Net Element, Inc. • Services-computer processing & data preparation • Delaware
This Termination of Shareholder Rights Agreement (this "Agreement"), dated as of September 28, 2012, is made by and among TGR Capital, LLC, a Florida limited liability company ("TGR"), MZ Capital LLC, a Delaware limited liability company ("MZ Delaware"), MZ Capital LLC, a Florida limited liability company ("MZ Florida"), Enerfund, LLC, a Florida limited liability company ("Enerfund"), Mike Zoi ("Zoi"), Mark Global Corporation, a company organized under the laws of the British Virgin Islands ("Mark Global"), Kenges Rakishev ("Rakishev") and Net Element, Inc., a Delaware corporation (the "Company," and, together with TGR, MZ Delaware, MZ Florida, Enerfund, Zoi, Mark Global and Rakishev, collectively, the "Parties," and each a "Party").
SHAREHOLDER RIGHTS AGREEMENT BY AND AMONG MARK GLOBAL CORPORATION KENGES RAKISHEV MIKE ZOI TGR CAPITAL, LLC MZ CAPITAL, LLC (DE) MZ CAPITAL, LLC (FL) ENERFUND, LLC AND NET ELEMENT, INC. DATED AS OF FEBRUARY 24, 2012Shareholder Rights Agreement • April 30th, 2012 • Net Element, Inc. • Services-computer processing & data preparation • Delaware
THIS SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of February 24, 2012, is made by and among TGR Capital, LLC, a Florida limited liability company (“TGR”), MZ Capital, LLC a Delaware limited liability company (“MZ Delaware”), MZ Capital, LLC a Florida limited liability company (“MZ Florida”), Enerfund, LLC a Florida limited liability company (“Enerfund”), Mike Zoi (“Zoi”), Mark Global Corporation, a company organized under the laws of the British Virgin Islands (“Mark Global”), Kenges Rakishev (“Rakishev”) and Net Element, Inc., a Delaware corporation (the “Company”).
W I T N E S S E T H:Assignment and Assumption of Employment Agreements • June 24th, 2004 • Splinex Technology Inc.
LOAN AGREEMENTLoan Agreement • February 3rd, 2011 • Net Element, Inc. • Services-computer processing & data preparation • Florida
THIS LOAN AGREEMENT (the “Agreement”) is made and entered into this 31st day of January, 2011 (the “Effective Date”), by and between Enerfund, LLC, a Florida limited liability company (“Enerfund”), and Music1, LLC, a Florida limited liability company (“Music1”).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 29th, 2012 • Net Element, Inc. • Services-computer processing & data preparation • Delaware
This SUBSCRIPTION AGREEMENT (the “Agreement”), dated as of February 23, 2012, is by and between Net Element, Inc., a Delaware corporation (the “Company”), and Kenges Rakishev (the “Buyer”).
LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF LEGALGURU, LLCOperating Agreement • April 30th, 2012 • Net Element, Inc. • Services-computer processing & data preparation • Florida
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of LEGALGURU, LLC, a Florida limited liability company (the “Company”), is entered into as of the Effective Date, by and among the Company and the Persons identified as Members on Exhibit A attached hereto, from time to time, and who have executed a counterpart of this Agreement as Members pursuant to the provisions of the Act (each, a “Member”).
EXHIBIT 10.10 SPLINEX TECHNOLOGY, INC. EMPLOYEE INNOVATIONS AND PROPRIETARY RIGHTS ASSIGNMENT AGREEMENT This Agreement is intended to formalize in writing certain understandings and procedures which have been in effect since the time I was initially...Employee Innovations and Proprietary Rights Assignment Agreement • June 24th, 2004 • Splinex Technology Inc. • Florida
EXHIBIT 10.9 SPLINEX CONSULTANT AGREEMENT This Consultant Agreement ("Agreement") is entered into and effective as of 1 Feb, 2004 (the "Effective Date") by and between Splinex Technology Inc., a Delaware corporation with an office at 550 Cypress Creek...Consultant Agreement • June 24th, 2004 • Splinex Technology Inc. • Florida
MEMBERSHIP INTEREST PURCHASE AGREEMENT (MUSIC1) BETWEEN ENERFUND, LLC AND NET ELEMENT, INC. DATED AS OF FEBRUARY 1, 2011Membership Interest Purchase Agreement • February 3rd, 2011 • Net Element, Inc. • Services-computer processing & data preparation • Florida
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 1ST day of February, 2011, by and among ENERFUND, LLC, a limited liability company organized and existing under the laws of Florida (the “Seller”), and NET ELEMENT, INC., a corporation organized and existing under the laws of Delaware (the “Purachaser”).
LOAN AGREEMENTLoan Agreement • July 10th, 2012 • Net Element, Inc. • Services-computer processing & data preparation
THIS LOAN AGREEMENT (the "Agreement") is made and entered into this 04 day of July 2012 (the "Effective Date"), by and between OOO «Sаt-Moscow», represented by General director Mametov Anvar Ilshatovich, acting pursuant to the Articles of Organization of OOO «Sаt-Moscow», (“Lender”) and OOO Net Element Russia, represented by General director Trofimov Vladimir Ivanovich acting pursuant to the Charter (“Borrower”).
SUBSCRIPTION AGREEMENT BETWEEN NET ELEMENT, INC. AND ENERFUND, LLCSubscription Agreement • February 3rd, 2011 • Net Element, Inc. • Services-computer processing & data preparation • Florida
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into as of this 31st day of December 2010, by and between NET ELEMENT, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and ENERFUND, LLC, a Florida limited liability company (the “Investor”).
TERMINATION OF SHAREHOLDER RIGHTS AGREEMENTTermination of Shareholder Rights Agreement • September 28th, 2012 • Net Element, Inc. • Services-computer processing & data preparation • Delaware
This Termination of Shareholder Rights Agreement (this “Agreement”), dated as of September 28, 2012, is made by and among TGR Capital, LLC, a Florida limited liability company (“TGR”), MZ Capital LLC, a Delaware limited liability company (“MZ Delaware”), MZ Capital LLC, a Florida limited liability company (“MZ Florida”), Enerfund, LLC, a Florida limited liability company (“Enerfund”), Mike Zoi (“Zoi”), Mark Global Corporation, a company organized under the laws of the British Virgin Islands (“Mark Global”), Kenges Rakishev (“Rakishev”) and Net Element, Inc., a Delaware corporation (the “Company,” and, together with TGR, MZ Delaware, MZ Florida, Enerfund, Zoi, Mark Global and Rakishev, collectively, the “Parties,” and each a “Party”).
PROMISSORY NOTE AND LOAN AGREEMENTPromissory Note and Loan Agreement • May 15th, 2012 • Net Element, Inc. • Services-computer processing & data preparation • Florida
FOR VALUE RECEIVED, the undersigned, Net Element, Inc., a Delaware corporation ("Net Element"), hereby promises, as of May 14, 2012 (the “Effective Date”), to pay to Enerfund, LLC, a Florida limited liability company (“Enerfund”), at 1450 S. Miami Avenue, Miami, Florida, the principal sum of FIVE HUNDRED THOUSAND DOLLARS ($500,000) (as reduced pursuant to the terms hereof pursuant to conversion or otherwise, the "Loan Amount"), together with interest on the unpaid principal balance thereof, from and after the date hereof at the times and upon the terms and conditions sets forth herein (the “Interest”).
MASTER LOAN AGREEMENTMaster Loan Agreement • July 14th, 2006 • Splinex Technology Inc. • Services-prepackaged software • Florida
THIS MASTER LOAN AGREEMENT (the “Agreement”) is made and entered into this 2nd day of November 2004 (the “Effective Date”), by and between ENER1 GROUP, INC., a Florida corporation (“Ener1”) and SPLINEX TECHNOLOGY INC., a Delaware corporation, with principal place of business at 550 West Cypress Creek Rd., Suite 410, Ft. Lauderdale, Florida 33309 (“Splinex”).
JOINT VENTURE AGREEMENTJoint Venture Agreement • April 12th, 2012 • Net Element, Inc. • Services-computer processing & data preparation • London
In this Agreement (including in the preamble), unless the context requires otherwise, the following terms shall have the meanings given below:
JOINT FILING AGREEMENTJoint Filing Agreement • February 23rd, 2012 • Net Element, Inc. • Services-computer processing & data preparation
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including any and all amendments thereto, and including any and all such filings made prior to, on and/or after the date hereof) with respect to the common stock, $0.001 par value per share, of Net Element, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement as of the 21st day of February, 2012.
June 6, 2012Employment Agreement • June 11th, 2012 • Net Element, Inc. • Services-computer processing & data preparation • Florida
This letter agreement amends and restates that certain offer letter (the “Initial Employment Letter”) entered into between you and Net Element, Inc. (the “Company”) on February 8, 2011 and terminates that offer. You began your employment with the Company on February 15, 2011 (your “Start Date”). Your continued employment by the Company shall be governed by the following terms and conditions (this “Agreement”). If a Change of Control transaction is not “closed” on November 1, 2012, your employment with the Company will be “at will” at that point, and the Company or you may elect to terminate your employment with 30 days notice with no further obligations.
Termination Agreement Between Splinex Inc. and Christian SchormannTermination Agreement • November 21st, 2005 • Splinex Technology Inc. • Services-prepackaged software
Splinex Inc., represented by Jerry Herlihy, President, and Christian Schormann, VP of R&D of Splinex, mutually agree to terminate Mr. Schormann’s employment with Splinex as of Monday, October 17th.
LICENSE AGREEMENTLicense Agreement • February 3rd, 2011 • Net Element, Inc. • Services-computer processing & data preparation • Florida
THIS LICENSE AGREEMENT dated January 31, 2011 (the “Effective Date”) is by and between MUSIC1, LLC, a Florida limited liability company (“Music1”) and STEPHEN STROTHER, an individual residing in the State of Georgia (“Strother”).
EXHIBIT 10.7 GLOBAL BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT This global bill of sale and assignment and assumption agreement (the "ASSIGNMENT") is made and entered into as of April 1, 2004, by and between Splinex LLC, a Florida limited...Global Bill of Sale and Assignment and Assumption Agreement • June 24th, 2004 • Splinex Technology Inc.
EXHIBIT 99.1 [LETTERHEAD OF ENER1, INC.] To the Shareholders of Ener1, Inc.: Ener1, Inc. ("Ener1"), Ener1 Acquisition Corp., a wholly-owned subsidiary of Ener1 ("Acquisition") and Splinex Technology, Inc. ("Splinex") entered into a merger agreement in...Merger Agreement • June 24th, 2004 • Splinex Technology Inc.
Ener1, Inc. ("Ener1"), Ener1 Acquisition Corp., a wholly-owned subsidiary of Ener1 ("Acquisition") and Splinex Technology, Inc. ("Splinex") entered into a merger agreement in June 2004. In accordance with the merger agreement, Acquisition has merged with and into Splinex. Ener1 received 5,000,000 shares of Splinex common stock in the merger and has declared a dividend of these shares of Splinex common stock to the Ener1 shareholders of record as of __________ (the "Distribution"). Ener1 shareholders will receive approximately _______ shares of Splinex common stock for each share of Ener1 common stock they own as of _____________.
JOINT VENTURE DISSOLUTION AGREEMENTJoint Venture Dissolution Agreement • April 5th, 2010 • TOT Energy • Crude petroleum & natural gas • Florida
THIS JOINT VENTURE DISSOLUTION AGREEMENT ("Agreement"), made and entered into as of this 31 day of March, 2010 (the “Effective Date”), by and between TOT ENERGY, INC., a Delaware company with its principal place of business at 19950 West Country Club Drive, 8th Floor, Aventura, FL 33180 ("TOT Energy"), SIBBURNEFTESERVIS, LTD., a limited liability company formed pursuant to the laws of the Russian Federation with its principal place of business in Novosybirsk, Russia ("SIBBNS"), TOT SIBBNS, LTD., a limited liability company formed pursuant to the laws of the Russian Federation with its principal place of business in Novosybirsk, Russia, and EVGENI BOGORAD (“Bogorad”).
AMENDED AND RESTATED GURU JOINT VENTURE AGREEMENTGuru Joint Venture Agreement • April 30th, 2012 • Net Element, Inc. • Services-computer processing & data preparation • Florida
THIS AMENDED AND RESTATED GURU JOINT VENTURE AGREEMENT (this “Agreement”) dated as of December 31, 2011 by and between NET ELEMENT, INC., a Delaware corporation, with a principal office at 1450 South Miami Avenue, Miami, Florida 33130 (“Net Element”) and CURTIS WOLFE, a licensed attorney and resident of the State of Florida or his assignee, Lobos Advisors, LLC (the “Guru”), amended and restates that certain Guru Joint Venture Agreement dated as of March 29, 2011 (the “Effective Date”). Net Element and the Guru are referred to collectively as the Parties and individually as a Party.
STOCK PURCHASE AGREEMENT BETWEEN NET ELEMENT, INC. AND DENISE MUYCO DATED AS OF AUGUST 9, 2011Stock Purchase Agreement • August 15th, 2011 • Net Element, Inc. • Services-computer processing & data preparation • Florida
This STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 9th day of August, 2011, (the “Closing Date”) by and among, NET ELEMENT, INC., a corporation organized and existing under the laws of Delaware (the “Purchaser”), and DENISE MUYCO, an individual who is a resident of Seattle, Washington (“Muyco” or “Seller”) and is the only owner of StratusCore.
AMENDMENT TO LETTER AGREEMENT REGARDING OPENFILMLetter Agreement • March 30th, 2012 • Net Element, Inc. • Services-computer processing & data preparation • California
This letter agreement is deemed entered into as of September 28, 2010. When and if Enerfund, LLC and/or Mike Zoi and Dmitry Kozko trade any portion of their interest in Openfilm, LLC for shares of a public company, Enerfund, LLC shall include James Caan ("Caan") in the trade of interest in Openfilm, LLC to be included in the same ratio as Enerfund's Openfilm interest, at no cost or tax liability to Caan (the "Exchange"). Any expense or liability resulting directly or indirectly from such exchange shall be borne by (and reimbursed promptly upon submission of costs) by Enerfund, LLC to Caan. Enerfund agrees it shall not enter into an agreement to buy or sell the assets or stock of the public company, Openfilm or the music entity, once formed, without notifying Caan of the transaction and including Caan, on a pro rata basis, in all equity sales, pro rata, on the same terms as Enerfund. The stock to be issued to Caan in the Exchange will be unrestricted (subject to Reg. 144 restrictions if
ContractLoan Agreement • February 3rd, 2011 • Net Element, Inc. • Services-computer processing & data preparation • Florida
THIS LOAN AGREEMENT (the “Agreement”) is made and entered into this 10th day of December 2010 (the “Effective Date”), by and between Enerfund, LLC (“Enerfund”) a Florida limited liability company, and Openfilm LLC, a Florida limited liability company (“Openfilm”).
