Exhibit 10.1


 





AMENDMENT OF SETTLEMENT AGREEMENT


 


This Amendment of Settlement
Agreement (this “Amendment”) dated as of May 20, 2017 (the “Effective Date”) is made by and between by
Net Element Inc., a Delaware corporation (the “Guarantor”) and Maglenta Enterprises Inc., a company incorporated and
existing in the Republic of Seychelles (“Maglenta”) and Champfremont Holding Ltd., a company incorporated and existing
in the Republic of Seychelles (“Champfremont” together with Maglenta are collectively, the “Sellers”) (the
“Sellers” and Guarantor are, collectively, the “Parties”).


 


WHEREAS, the Sellers
entered into that certain Acquisition Agreement, dated as of May 20, 2015 (the “Acquisition Agreement”), with ТOT
Group Russia LLC, a limited liability company organized and existing under the laws of the Russian Federation and TOT Group Europe
Ltd., a company organized and existing under the laws of England and Wales (each individually, a “Purchaser” and, collectively,
the "Purchasers"), and certain "Target Companies" (as defined in the Acquisition Agreement), pursuant to which
the Purchasers agreed to purchase from the Sellers and the Sellers agreed to sell to the Purchasers, subject to certain terms and
conditions, 100% of the issued and outstanding ownership interests of each of the Target Companies. Capitalized terms not otherwise
defined in the body of this Agreement shall have the meanings ascribed to such terms in the Acquisition Agreement;


 


WHEREAS, the pursuant
to Section 2.8 of the Acquisition Agreement, Purchasers had an obligation to pay Sellers the Difference with respect to the Consideration
Shares issued for the first Installment; and


 


WHEREAS, pursuant to
that certain Guaranty between Sellers and Guarantor referenced in Section 5.1.4 of the Acquisition Agreement should Purchasers
fail to pay the Difference Guarantor had an obligation to pay same; and


 


WHEREAS, the Purchasers
failed to pay the Difference and Guarantor has agreed to pay the Difference;


 






     

     


    

 


WHEREAS, on October 21,
2016, the Parties entered into that certain settlement agreement (the “Agreement”) in connection with the Guarantor’s
obligation to repay the Difference; and


 


WHEREAS, the Parties
would like to amend certain terms of the Agreement as more particularly set forth herein.


 


NOW THEREFORE, based
upon the foregoing and in consideration of the mutual promises contained herein, the Parties agree as follows:


 


		1)	Section 1 of the Agreement shall be deleted in its entirety and replaced with the following:



 


“Outstanding
Balance. The Parties agree that, on the Effective Date of this Amendment, the remaining Difference due to Sellers with respect
to the Consideration Shares, is the aggregate amount of One Million Seven Hundred Ninety Two Thousand Seventy One ($1,792,071)
Dollars, (“Outstanding Balance”), consisting of (i) One Million Seven Hundred Seventy Seven Thousand Two Hundred Sixty
One ($1,777,261) Dollars (“Principal Balance”); and (ii) interest of Fourteen Thousand Eight Hundred Eleven ($14,811)
Dollars (“Interest”). Beginning on May 20, 2017, Outstanding Balance shall accrue interest at the rate of twelve (12%)
percent per annum until paid in full. Sellers’ counsel, Reznick Law, PLLC is authorized to receive for and on behalf of the
Sellers any and all payments under this Agreement. The receipt of funds by Sellers’ counsel, Reznick Law, PLLC shall be a
complete discharge to Guarantor, each Purchaser and their respective affiliates, employees, officers, directors, agents, successors
and assigns, who shall not be obligated to enquire as to the distribution of such funds.”


 


		2)	Subsections 2 (a)- (f) of the Agreement shall be deleted in its entirety and replaced with the
following:



 


“Payment
by Guarantor.


 


a.       On
or before May, 20, 2017, Guarantor shall wire Eight Hundred Thousand ($800,000) Dollars to the trust account of Sellers’
counsel, Reznick Law, PLLC, (being the account designated by the Sellers) to be released to Sellers as a partial payment of the
Outstanding Balance. Such sum shall be first applied to pay and past due and accumulated Interest and the remainder shall be applied
to reduce the Principal Balance.


 






     

     


    

 


b.       On
each of the one month anniversaries of the Effective Date of this Amendment the Guarantor shall wire the Sellers Two Hundred Thousand
($200,000) Dollars, to be applied to reduce the Difference until the principal, and all interest due thereon, is paid in full.


 


	PAY TO:	First Republic Bank
	 	111 Pine Street
	 	San Francisco, CA 94111
	 	 
	CLIENT ACCOUNT NAME:	Reznick Law, PLLC
	 	 
	CLIENT ACCOUNT NUMBER:	 
	 	 
	ABA	 
	 	 
	REFERENCE:	Maglenta/ Champfremont


 


c.       Notwithstanding
the above payments, on each three month anniversary of the Effective Date of this Amendment, Guarantor shall pay Sellers all interest
that has accumulated and has not been paid with respect to the Principal Balance.


 


d.       If
any payment, is past due for more than five (5) business days, among other remedies available to the Sellers in law and equity,
the Sellers may declare the entire unpaid amount of the Principal Balance and accrued but unpaid interest thereon under this Amendment
to be immediately due and payable. The Sellers may also at the expiration of the said five (5) business day period file the Confession
of Judgement, executed by the Sellers contemporaneously with the Agreement (“Confession”), with a court of competent
jurisdiction. In furtherance of the provisions of this Section 2.d., Guarantor irrevocably appoints the Sellers, as its agent and
attorney-in-fact (with full power of substitution) to fill in the blanks in the Confession and to insert the actual undisputed
unpaid amount of Principal Balance and accrued but unpaid interest thereon, and take all actions necessary or desirable to effectuate
the filing of same with a court of competent jurisdiction and in order to collect on such debt.”


 






     

     


    

 


		3)	Exhibit B, attached to the Agreement, showing amounts and timing for payments assuming timely payment
of all amounts due is hereby replaced by Exhibit A, attached hereto and made a part hereof.



 


		4)	Except as otherwise set forth herein, all provisions
of the Agreement shall remain in full force and effect.



 


[No Further Text on this
Page]


 


 


 


 


 




     

     


    

 


IN WITNESS WHEREOF, the undersigned have executed and
delivered this Agreement as of the date set forth in the first paragraph hereof.


 


 


 


SELLERS:


 


MAGLENTA ENTERPRISES INC.


 


 


 


By:   /s/ Evaline Sophy Joubert                       


 


Name:   Evaline Sophy Joubert                       


 


Title:   Director                                                 


 


 


 


CHAMPFREMONT HOLDING LTD.


 


 


 


By:   /s/ Nicos Hadjinicolaou                          


 


Name:   Nicos Hadjinicolaou                          


 


Title:   Director                                                


 


 


 


GUARANTOR:


 


NET ELEMENT, INC.


 


 


 


By:    /s/ Oleg Firer                                             


 


Name:     Oleg Firer                                            


 


Title:    CEO                                                        


 




     

     


    

 


ACCEPTED AND AGREED TO BY PURCHASERS:


 


TOT Group Russia LLC


 


 


 


By:   /s/ Konstantin Leonidovich Zaripov   


 


Name:   Konstantin Leonidovich Zaripov   


 


Title:   General Director                                  


 


 


 


TOT Group Europe Ltd.


 


 


 


By:   /s/ Konstantin Zaripov                                   


 


Name:   Konstantin Zaripov                                   


 


Title:   Managing Director                                       


 


 


 


 


 


 


 




     

     


    

 





Exhibit A


 


 


calculations of payments by NETE


 


	Principal
    amount           	1,792,071
	Annual interest
    rate            	    12%
	Interest per
    month       	        1.00%


 


 


	 	5/20/2017	6/20/2017	7/20/2017	8/20/2017	9/20/2017	10/20/2017	TOTAL
	 	 	 	 	 	 	 	 
	Principal repayment	800,000	200,000	200,000	200,000	200,000	192,071	1,792,071
	remaining principal	992,071	992,071	792,071	592,071	392,071	192,071	 
	interest on remaining principal	 	9,921	7,921	5,921	3,921	1,921	 
	interest payments	 	 	 	23,762	 	5,841	29,604
	total payment due	800,000	200,000	200,000	223,762	200,000	197,912	1,821,675