THIS NOTE HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND
MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION
OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


PROMISSORY NOTE


 


	Principal Amount: $170,000	Dated as of July 16, 2012


 


CIS Acquisition Ltd., a British Virgin Islands
company (the “Maker”), promises to pay to the order of Intercarbo Holding AG or its registered assigns or successors
in interest (the “Payee”), or order, the principal sum of One Hundred Seventy Thousand dollars ($170,000) in
lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made
by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may
from time to time designate by written notice in accordance with the provisions of this Note.


 


I.             Principal.
The principal balance of this Promissory Note (this “Note”) shall be payable on the earlier of (i) July
16, 2013 or (ii) the date on which Maker consummates an initial public offering (“IPO”) of its securities. The
principal balance may be prepaid at any time.


 


II.            Interest.
No interest shall accrue on the unpaid principal balance of this Note.


 


III.          Application
of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due
under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges
and finally to the reduction of the unpaid principal balance of this Note.


 


IV.          Events
of Default. The following shall constitute an event of default (“Event of Default”):


 


A.           Failure
to Make Required Payments. Failure by Maker to pay the principal of this Note within five (5) business days following the date
when due.


 


B.           Voluntary
Liquidation, Etc. If the Maker selects or is forced to enter into voluntary liquidation.


 


C.           Involuntary
Bankruptcy, Etc. If the Maker is forced to enter insolvent liquidation or a petition to wind up the company is filed against the
Maker


 


V.            Remedies.


 


A.           Upon
the occurrence of an Event of Default specified in Section 4(a) hereof, Payee may, by written notice to Maker, declare this Note
to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder,
shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby
expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.


 



    	 	 	 



    	 



    

 


B.           Upon
the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the unpaid principal balance of this Note, and all other
sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action
on the part of Payee.


 


VI.           Waivers.
Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor,
protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by
Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting
any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or
sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and
Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution
issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.


 


VII.          Unconditional
Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement
of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other
party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or
consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted
by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors,
or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.


 


VIII.        Notices.
Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii)
personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted
delivery or (iv) sent by telefacsimile or (v) to the following addresses or to such other address as either party may designate
by notice in accordance with this Section:


 


If to Maker:


 


CIS Acquisition Ltd.

89 Udaltsova Street, Suite 84


Moscow, Russia 119607

Attn: Anatoly Danilitskiy, Chief Executive Officer


 


If to Payee:


 


Intercarbo Holding AG

[Address]


 



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Notice shall be deemed given on the earlier
of (i) actual receipt by the receiving party, (ii) the date shown on a telefacsimile transmission confirmation, (iii) the date
reflected on a signed delivery receipt, or (iv) two (2) Business Days following tender of delivery or dispatch by express mail
or delivery service.


 


IX.          Construction.
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS
THEREOF.


 


X.            Jurisdiction.
The courts of New York have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement
(including a dispute relating to any non-contractual obligations arising out of or in connection with this agreement) and the parties
submit to the exclusive jurisdiction of the courts of New York.


 


XI.          Severability.
Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


 


XII.         Trust
Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim
of any kind (“Claim”) in or to any distribution of or from the trust account in which the proceeds of
the IPO conducted by the Maker (including the deferred underwriters discounts and commissions) and the proceeds of the sale
of the warrants issued in a private placement to occur prior to the effectiveness of the IPO, as described in greater detail in
the registration statement and prospectus to be filed with the Securities and Exchange Commission in connection with the IPO, and
hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason
whatsoever.


 


XIII.        Amendment;
Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the
Maker and the Payee.


 


XIV.        Assignment.
No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation
of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required
consent shall be void.


 


XV.         Further
Assurance. The Maker shall, at its own cost and expense, execute and do (or procure to be executed and done by any other necessary
party) all such deeds, documents, acts and things as the Payee may from time to time require as may be necessary to give full effect
to this Promissory Note.


 



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IN WITNESS WHEREOF, Maker, intending to be legally bound hereby,
has caused this Note to be duly executed by its Chief Financial Officer the day and year first above written.


 


	 	CIS ACQUISITION LTD.
	 	 
	 	By:	/s/ Kyle Shostak
	 	 	Name: Kyle Shostak
	 	 	Title: Chief Financial Officer


 








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