Exhibit 10.6


 


NET ELEMENT, INC.


 


April __, 2015


 


Net Element,
Inc.


3363 NE 163rd Street,


Suite 705,


North Miami Beach, FL 33160


 


Re: Net Element, Inc.
- Lock-Up Agreement


 


Dear Sirs:


 


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 (i) senior convertible notes of
the Company (the "Notes") convertible or redeemable into shares of common stock, par value $0.0001 per share,
of the Company (the "Common Stock") and (ii) warrants (the "Warrants") which Warrants will be
exercisable to purchase Common Stock. Capitalized terms used herein and not otherwise defined herein shall have the respective
meanings set forth in the Purchase Agreement.


 


In order to induce the
Buyers to enter into the Purchase Agreement, the undersigned agrees that, commencing on the date hereof and ending on the date
that no Notes are outstanding (the "Lock-Up Period"), the undersigned will not, and will cause all affiliates
(as defined in Rule 144 promulgated under the Securities Act of 1933, as amended) of the undersigned or any person in privity with
the undersigned or any affiliate of the undersigned not to, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge,
grant any option to purchase, make any short sale or otherwise dispose of or agree to dispose of, directly or indirectly, any shares
of Common Stock or Common Stock Equivalents, or establish or increase a put equivalent position or liquidate or decrease a call
equivalent position within the meaning of Section 16 of the Securities and Exchange Act of 1934, as amended and the rules and regulations
of the Securities and Exchange Commission promulgated thereunder with respect to any shares of Common Stock or Common Stock Equivalents
owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership
within the rules and regulations of the Securities and Exchange Commission (collectively, the "Undersigned's Shares"),
or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of any of the Undersigned's Shares, whether any such transaction described in clause (i) or (ii) above is to be settled
by delivery of shares of Common Stock or other securities, in cash or otherwise, (iii) make any demand for or exercise any right
or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares
of Common Stock or Common Stock Equivalents or (iv) publicly disclose the intention to do any of the foregoing.


 




    	 



    	 



    

 


The foregoing restriction
is expressly agreed to preclude the undersigned, and any affiliate of the undersigned and any person in privity with the undersigned
or any affiliate of the undersigned, from engaging in any hedging or other transaction which is designed to or which reasonably
could be expected to lead to or result in a sale or disposition of the Undersigned's Shares even if the Undersigned's Shares would
be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include, without limitation,
any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect
to any of the Undersigned's Shares or with respect to any security that includes, relates to, or derives any significant part of
its value from the Undersigned's Shares.


 


Notwithstanding the foregoing,
the undersigned may transfer the Undersigned's Shares (i) [up to [       ]1
shares of Common Stock (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction
occurring after the Subscription Date) solely in order to use the proceeds of such sale to pay income taxes, (ii)]2
as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions
set forth herein or [(iii)]3 [(ii)]4
to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the
trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer
shall not involve a disposition for value. For purposes of this Lock-Up Agreement, "immediate family" shall mean any
relationship by blood, marriage or adoption, not more remote than first cousin. The undersigned now has, and, except as contemplated
by the immediately preceding sentence, for the duration of this Lock-Up Agreement will have, good and marketable title to the Undersigned's
Shares, free and clear of all liens, encumbrances, and claims whatsoever. The undersigned also agrees and consents to the entry
of stop transfer instructions with the Company's transfer agent (the "Transfer Agent") and registrar against the
transfer of the Undersigned's Shares except in compliance with the foregoing restrictions.


 


In order to enforce this
covenant, the Company shall impose irrevocable stop-transfer instructions preventing the Transfer Agent from effecting any actions
in violation of this Lock-Up Agreement.


 


The undersigned acknowledges
that the execution, delivery and performance of this Lock-Up Agreement is a material inducement to each Buyer to complete the transactions
contemplated by the Purchase Agreement and that the Company shall be entitled to specific performance of the undersigned's obligations
hereunder. The undersigned hereby represents that the undersigned has the power and authority to execute, deliver and perform this
Lock-Up Agreement, that the undersigned has received adequate consideration therefor and that the undersigned will indirectly benefit
from the closing of the transactions contemplated by the Purchase Agreement.


 





 






1
Insert 130,000 in Lock-Up Agreement of Steven Wolberg.


 


Insert 80,000 in Lock-Up Agreement
of Jon New.


 


Insert 556,000 in Lock-Up Agreement
of Oleg Frier.


 


2
Insert in Lock-Up Agreements of Steven Wolberg, Jon New and Oleg Frier.


 


3
Insert in Lock-Up Agreements of Steven Wolberg, Jon New and Oleg Frier.


 


4
Insert in other Lock-Up Agreements.


 




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The undersigned understands
and agrees that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned's heirs, legal representatives,
successors, and assigns.


 


This Lock-Up Agreement
may be executed in two counterparts, each of which shall be deemed an original but both of which shall be considered one and the
same instrument. The exchange of copies of this Lock-Up Agreement and of signature pages by facsimile transmission, pdf or other
electronic means shall constitute effective execution and delivery of this Lock-Up Agreement as to the parties and may be used
in lieu of the original Lock-Up Agreement for all purposes (and such signatures of the parties transmitted by facsimile, pdf or
other electronic means shall be deemed to be their original signatures for all purposes).


 


This Lock-Up Agreement
will be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of
law or conflicting provision or rule (whether of the State of New York, or any other jurisdiction) that would cause the laws of
any jurisdiction other than the State of New York to be applied. In furtherance of the foregoing, the internal laws of the State
of New York will control the interpretation and construction of this Lock-Up Agreement, even if under such jurisdiction's choice
of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.


 


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	 	 	Very truly yours,
	 	 	 
	 	 	 
	 	 	Exact Name of Stockholder
	 	 	 
	 	 	 
	 	 	Authorized Signature
	 	 	 
	 	 	 
	 	 	Title


 


Agreed to
and Acknowledged:


 


NET ELEMENT,
INC.


 


	By:  	 	 
	 	Name:	 
	 	Title:	 


 




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