0001144204-12-011705 Sample Contracts

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, 2012

Shareholder Rights Agreement • February 29th, 2012 • Net Element, Inc. • Services-computer processing & data preparation • Delaware

• Contract Type
  Shareholder Rights Agreement
• Filed
  February 29th, 2012
• Company
  Net Element, Inc.
• Industry
  Services-computer processing & data preparation
• Jurisdiction
  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”).

SUBSCRIPTION AGREEMENT

Subscription Agreement • February 29th, 2012 • Net Element, Inc. • Services-computer processing & data preparation • Delaware

• Contract Type
  Subscription Agreement
• Filed
  February 29th, 2012
• Company
  Net Element, Inc.
• Industry
  Services-computer processing & data preparation
• Jurisdiction
  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”).