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”).
JOINT FILING AGREEMENTJoint Filing Agreement • April 30th, 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.
EXCHANGE AND STOCK PURCHASE AGREEMENTExchange and Stock Purchase Agreement • April 30th, 2012 • Net Element, Inc. • Services-computer processing & data preparation • Florida
This EXCHANGE AND STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 24th day of February, 2012 by and among TGR CAPITAL, LLC, a Florida limited liability company (“Seller”), Mike Zoi (“Zoi”), and MARK GLOBAL CORPORATION, a company organized under the laws of the British Virgin Islands (“Buyer”).
