0001144204-15-027061 Sample Contracts

VOTING AGREEMENT
Voting Agreement • May 1st, 2015 • Net Element, Inc. • Services-computer processing & data preparation • New York

VOTING AGREEMENT, dated as of April __, 2015 (this "Agreement"), by and among Net Element, Inc., a Delaware corporation (the "Company"), and the stockholders listed on the signature pages hereto under the heading "Stockholders" (each, a "Stockholder" and collectively, the "Stockholders").

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NET ELEMENT, INC. Form of Lock-Up Agreement April __, 2015
Lock-Up Agreement • May 1st, 2015 • Net Element, Inc. • Services-computer processing & data preparation • New York

This Lock-Up Agreement is being delivered to you in connection with the Securities Purchase Agreement (the "Purchase Agreement"), dated as of April __, 2015 (the "Subscription Date") by and among Net Element, Inc. (the "Company") and the investors party thereto (the "Buyers"), with respect to the issuance of the Company's Series A Convertible Preferred Shares, par value $0.01 per share (the "Preferred Shares") convertible or redeemable into shares of common stock, par value $0.0001 per share, of the Company (the "Common Stock"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement.

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