Exhibit 10.2





 


VOTING AGREEMENT


 


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").


 


WHEREAS, the Company and
certain investors (each, an "Investor", and collectively, the "Investors") have entered into
a Securities Purchase Agreement, dated as April __, 2015 (the "Securities Purchase Agreement"), pursuant to which,
among other things, the Company has agreed to issue and sell to the Investors and the Investors have agreed to purchase Series
A Convertible Preferred Shares of the Company (the "Preferred Shares") convertible or redeemable into shares of
common stock, par value $0.0001 per share, of the Company (the "Common Stock").


 


WHEREAS, as of the date hereof
(prior to issuance of the Preferred Shares), the Stockholders own collectively 25,081,961 shares of Common Stock (as adjusted for
any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof), which
represent in the aggregate approximately 53.47% of the total issued and outstanding capital stock of the Company; and


 


WHEREAS, as a condition to
the willingness of the Investors to enter into the Securities Purchase Agreement and to consummate the transactions contemplated
thereby (collectively, the "Transaction"), the Investors have required that each Stockholder agrees, and in order
to induce the Investors to enter into the Securities Purchase Agreement, each Stockholder has agreed, to enter into this Agreement
with respect to all the Common Stock now owned and which may hereafter be acquired by the Stockholders and any other securities,
if any, which such Stockholder is currently entitled to vote, or after the date hererof, becomes entitled to vote, at any meeting
of stockholders of the Company (the "Other Securities").


 


NOW, THEREFORE, in consideration
of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties
hereto hereby agree as follows:


 


Article
I


 


VOTING AGREEMENT OF THE
STOCKHOLDER


 


SECTION 1.01.         Voting
Agreement. Subject to the last sentence of this Section 1.01, each Stockholder hereby agrees that at any meeting of the stockholders
of the Company, however called, and in any action by written consent of the Company's stockholders, each of the Stockholders shall
vote the Common Stock and the Other Securities: (a) in favor of the Stockholder Approval (as defined in the Securities Purchase
Agreement) as described in Section 4(p) of the Securities Purchase Agreement; and (b) against any proposal or any other corporate
action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement
of the Company under the Securities Purchase Agreement or which could result in any of the conditions to the Company's obligations
under the Securities Purchase Agreement not being fulfilled. Each Stockholder acknowledges receipt and review of a copy of the
Securities Purchase Agreement and the other Transaction Documents (as defined in the Securities Purchase Agreement). The obligations
of the Stockholders under this Section 1.01 shall terminate immediately following the occurrence of the Stockholder Approval.


 




    	 



    	 



    

 


Article
II


 


REPRESENTATIONS AND WARRANTIES
OF THE STOCKHOLDER


 


Each Stockholder hereby represents
and warrants, severally but not jointly, to each of the Investors as follows:


 


SECTION 2.01.         Authority
Relative to This Agreement. Each Stockholder has all necessary legal capacity, power and authority to execute and deliver this
Agreement, to perform his or its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has
been duly executed and delivered by such Stockholder and constitutes a legal, valid and binding obligation of such Stockholder,
enforceable against such Stockholder in accordance with its terms, except (a) as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws now or hereafter in effect relating to,
or affecting generally the enforcement of creditors' and other obligees' rights, (b) where the remedy of specific performance or
other forms of equitable relief may be subject to certain equitable defenses and principles and to the discretion of the court
before which the proceeding may be brought, and (c) where rights to indemnity and contribution thereunder may be limited by applicable
law and public policy.


 


SECTION 2.02.         No
Conflict. (a) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement
by such Stockholder shall not, (i) conflict with or violate any federal, state or local law, statute, ordinance, rule, regulation,
order, judgment or decree applicable to such Stockholder or by which the Common Stock or the Other Securities owned by such Stockholder
are bound or affected or (ii) result in any breach of or constitute a default (or an event that with notice or lapse of time or
both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or
result in the creation of a lien or encumbrance on any of the Common Stock or the Other Securities owned by such Stockholder pursuant
to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation
to which such Stockholder is a party or by which such Stockholder or the Common Stock or Other Securities owned by such Stockholder
are bound.


 


(b)          The
execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder
shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental entity
by such Stockholder.


 


SECTION 2.03.         Title
to the Stock. As of the date hereof, each Stockholder is the owner of the number of shares of Common Stock set forth opposite
its name on Appendix A attached hereto, entitled to vote, without restriction, on all matters brought before holders of
capital stock of the Company, which Common Stock represent on the date hereof the percentage of the outstanding stock and voting
power of the Company set forth on such Appendix. Such Common Stock are all the securities of the Company owned, either of record
or beneficially, by such Stockholder. Such Common Stock are owned free and clear of all security interests, liens, claims, pledges,
options, rights of first refusal, agreements, limitations on such Stockholder's voting rights, charges and other encumbrances of
any nature whatsoever. No Stockholder has appointed or granted any proxy, which appointment or grant is still effective, with respect
to the Common Stock or Other Securities owned by such stockholder.


 




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Article
III


 


COVENANTS


 


SECTION 3.01.         No
Disposition or Encumbrance of Stock. Each Stockholder hereby covenants and agrees that, until the Stockholder Approval has
been obtained, except as contemplated by this Agreement, such Stockholder shall not offer or agree to sell, transfer, tender, assign,
hypothecate or otherwise dispose of, grant a proxy or power of attorney with respect to, or create or permit to exist any security
interest, lien, claim, pledge, option, right of first refusal, agreement, limitation on such Stockholder's voting rights, charge
or other encumbrance of any nature whatsoever ("Encumbrance") with respect to the Common Stock or Other Securities,
directly or indirectly, initiate, solicit or encourage any person to take actions which could reasonably be expected to lead to
the occurrence of any of the foregoing; provided, however, that any such Stockholder may assign, sell or transfer
any Common Stock or Other Securities provided that any such recipient of the Common Stock or Other Securities has delivered to
the Company and each Investor a written agreement in a form reasonably satisfactory to the Investors that the recipient shall be
bound by, and the Common Stock and/or Other Securities so transferred, assigned or sold shall remain subject to this Agreement.


 


SECTION 3.02.         Company
Cooperation. The Company hereby covenants and agrees that it will not, and such Stockholder irrevocably and unconditionally
acknowledges and agrees that the Company will not (and waives any rights against the Company in relation thereto), recognize any
Encumbrance or agreement on any of the Common Stock or Other Securities subject to this Agreement unless the provisions of Section
3.01 have been complied with. The Company agrees to use its reasonable best efforts to ensure that at any time in which any Stockholder
Approval is required pursuant to Section 4(p) of the Securities Purchase Agreement, it will cause holders of Common Stock or Other
Securities representing the percentage of outstanding capital stock required to vote in favor of the Transaction in order for the
Company to comply with its obligations under Section 4(p) of the Securities Purchase Agreement to become party to and bound by
the terms and conditions of this Agreement and the Common Stock and Other Securities held by such holders to be subject to the
terms and conditions of this Agreement.


 


Article
IV


 


MISCELLANEOUS


 


SECTION 4.01.         Further
Assurances. Each Stockholder will execute and deliver such further documents and instruments and take all further action as
may be reasonably necessary in order to consummate the transactions contemplated hereby.


 


SECTION 4.02.         Specific
Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was
not performed in accordance with the terms hereof and that any Investor (without being joined by any other Investor) shall be entitled
to specific performance of the terms hereof, in addition to any other remedy at law or in equity. Any Investor shall be entitled
to its reasonable attorneys' fees in any action brought to enforce this Agreement in which it is the prevailing party.


 




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SECTION 4.03.         Entire
Agreement. This Agreement constitutes the entire agreement among the Company and the Stockholders with respect to the subject
matter hereof and supersedes all prior agreements and understandings, both written and oral, among the Company and the Stockholders
with respect to the subject matter hereof.


 


SECTION 4.04.         Amendment.
The provisions of this Agreement may not be amended or waived, nor may this Agreement be terminated by the Company other than pursuant
to the provisions of Section 4.07.


 


SECTION 4.05.         Severability.
If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent
jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the
broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect
the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without
material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or
unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations
of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will
endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s),
the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).


 


SECTION 4.06.         Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed
by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions
other than the State of New York. The parties hereby agree that all actions or proceedings arising directly or indirectly from
or in connection with this Agreement shall be litigated only in the Supreme Court of the State of New York or the United States
District Court for the Southern District of New York located in New York County, New York. The parties consent to the jurisdiction
and venue of the foregoing courts and consent that any process or notice of motion or other application to any of said courts or
a judge thereof may be served inside or outside the State of New York or the Southern District of New York by registered mail,
return receipt requested, directed to the party being served at its address set forth on the signature page to this Agreement with
respect to the Company and Appendix A to this Agreement with respect to each Stockholder (and service so made shall be deemed
complete three (3) days after the same has been posted as aforesaid) or by personal service or in such other manner as may
be permissible under the rules of said courts. Each of the Company and each Stockholder irrevocably waives, to the fullest extent
permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action, or proceeding
brought in such a court and any claim that suit, action, or proceeding has been brought in an inconvenient forum. EACH PARTY
HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER
OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 




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SECTION 4.07.         Termination.
This Agreement shall terminate immediately following the occurrence of the Stockholder Approval.


 


SECTION 4.08.         Miscellaneous.
This Agreement may be executed in two or more counterparts each of which shall be an original with the same effect as if the signatures
hereto and thereto were upon the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile
transmission, pdf or other electronic means shall constitute effective execution and delivery of this Agreement as to the parties
and may be used in lieu of the original 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).


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF,
each Stockholder and the Company has duly executed this Agreement.


 


	 	 	THE COMPANY:
	 	 	 
	 	 	NET ELEMENT, INC.
	 	 	 
	 	 	By:	 
	 	 	 	Name:  
	 	 	 	Title:  
	Dated: April ___, 2015	 	 	 
	 	 	Address:	3363 NE 163rd Street, 
	 	 	 	Suite 705,
	 	 	 	North Miami Beach, FL 33160


 




    	 



    	 



    

 


	 	 	STOCKHOLDER:
	 	 	[               ]
	 	 	 
	 	 	 
	 	 	 
	Dated:  April ___, 2015	 	 


 




    	 



    	 



    

 


	 	 	STOCKHOLDER:
	 	 	[                     ]
	 	 	 
	 	 	 
	 	 	 
	Dated:  April ___, 2015	 	 


 




    	 



    	 



    

 


APPENDIX A


 





	Stockholder	 	Common
 Stock 
 Owned	 	 	Percentage of
 Stock
 Outstanding	 	 	Voting
 Percentage 
 of Stock
 Outstanding	 
	Kenges Rakishev	 	 	357,084	 	 	 	0.76	%	 	 	0.76	%
	c/o SAT & Company	 	 	 	 	 	 	 	 	 	 	 	 
	241 Mukanova Street	 	 	 	 	 	 	 	 	 	 	 	 
	Almaty Kazakhstan 050008	 	 	 	 	 	 	 	 	 	 	 	 
	Novatus Holding PTE. Ltd.	 	 	7,320,751	 	 	 	15.61	%	 	 	15.61	%
	22B Duxton Hill	 	 	 	 	 	 	 	 	 	 	 	 
	Singapore 089605, Republic of Singapore	 	 	 	 	 	 	 	 	 	 	 	 
	Oleg Firer	 	 	3,230,655	 	 	 	6.89	%	 	 	6.89	%
	c/o Net Element, Inc.	 	 	 	 	 	 	 	 	 	 	 	 
	3363 NE 163rd Street, Suite 705	 	 	 	 	 	 	 	 	 	 	 	 
	North Miami Beach, Florida 33160	 	 	 	 	 	 	 	 	 	 	 	 
	Steven Wolberg	 	 	817,862	 	 	 	1.74	%	 	 	1.74	%
	c/o Net Element, Inc.	 	 	 	 	 	 	 	 	 	 	 	 
	3363 NE 163rd Street, Suite 705	 	 	 	 	 	 	 	 	 	 	 	 
	North Miami Beach, Florida 33160	 	 	 	 	 	 	 	 	 	 	 	 
	James Caan	 	 	150,131	 	 	 	0.32	%	 	 	0.32	%
	2791 Hutton Drive	 	 	 	 	 	 	 	 	 	 	 	 
	Beverly Hills, CA 90210	 	 	 	 	 	 	 	 	 	 	 	 
	Jonathan New	 	 	132,612	 	 	 	0.28	%	 	 	0.28	%
	c/o Net Element, Inc.	 	 	 	 	 	 	 	 	 	 	 	 
	3363 NE 163rd Street, Suite 705,	 	 	 	 	 	 	 	 	 	 	 	 
	North Miami Beach, Florida 33160	 	 	 	 	 	 	 	 	 	 	 	 
	David P. Kelley II	 	 	37,750	 	 	 	0.08	%	 	 	0.08	%
	64 Horseshoe Road	 	 	 	 	 	 	 	 	 	 	 	 
	Darien, CT 06820	 	 	 	 	 	 	 	 	 	 	 	 
	William Healy	 	 	75,200	 	 	 	0.16	%	 	 	0.16	%
	16W281 83rd Street, Suite B	 	 	 	 	 	 	 	 	 	 	 	 
	Burr Ridge, IL 60527	 	 	 	 	 	 	 	 	 	 	 	 
	Beno Distribution, Ltd.	 	 	4,538,737	 	 	 	9.68	%	 	 	9.68	%
	P.O. Box 146, Road Town	 	 	 	 	 	 	 	 	 	 	 	 
	Tortola, British Virgin Islands VG 1110	 	 	 	 	 	 	 	 	 	 	 	 
	Cayman Invest S.A.	 	 	4,402,491	 	 	 	9.38	%	 	 	9.38	%
	A Little Denmark Complex	 	 	 	 	 	 	 	 	 	 	 	 
	147 Main Street P.O. Box 4473	 	 	 	 	 	 	 	 	 	 	 	 
	Road Town, Tortola, D8 VG 1110	 	 	 	 	 	 	 	 	 	 	 	 
	Mayor Trans Ltd.	 	 	4,018,688	 	 	 	8.57	%	 	 	8.57	%
	103 Sham Peng Tong Plaza	 	 	 	 	 	 	 	 	 	 	 	 
	Victoria, Mahe, Seychelles	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL:	 	 	25,081,961	 	 	 	53.47	%	 	 	53.47	%