THE SECURITIES REPRESENTED HEREBY MAY NOT BE
TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH
SECURITIES MAY BE SOLD PURSUANT TO RULE 144, OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 OR QUALIFICATION UNDER APPLICABLE
STATE SECURITIES LAWS.


 


THIS WARRANT SHALL BE VOID AFTER 5:00 P.M.
EASTERN TIME ON FEBRUARY 2, 2015 (the “EXPIRATION DATE”).


 


NET ELEMENT, INC.


 


WARRANT TO PURCHASE 666,666 SHARES OF


COMMON STOCK, $.001 PAR VALUE PER SHARE


 


For VALUE RECEIVED, Felix
Vulis (“Warrantholder”), is entitled to purchase, subject to the provisions of this Warrant, from Net Element, Inc.,
a Delaware corporation (the “Company”), at any time not later than 5:00 P.M., Eastern Time, on the Expiration Date
(as defined above), at an exercise price per share equal to $1.00 (the exercise price in effect being herein called the “Warrant
Price”), 666,666 shares (“Warrant Shares”) of the Company’s Common Stock, $.001 par value per share (“Common
Stock”). The number of Warrant Shares purchasable upon exercise of this Warrant and the Warrant Price shall be subject to
adjustment from time to time as described herein.


 


Section 1.  Registration. The
Company shall maintain books for the transfer and registration of the Warrant. Upon the initial issuance of this Warrant, the Company
shall issue and register the Warrant in the name of the Warrantholder.


 


Section 2.  Transfers. As provided
herein, this Warrant may be transferred only pursuant to a registration statement filed under the Securities Act of 1933, as amended
(the “Securities Act”), or an exemption from such registration. Subject to such restrictions, the Company shall transfer
this Warrant from time to time upon the books to be maintained by the Company for that purpose, upon surrender thereof for transfer
properly endorsed or accompanied by appropriate instructions for transfer and such other documents as may be reasonably required
by the Company, including, if required by the Company, an opinion of its counsel to the effect that such transfer is exempt from
the registration requirements of the Securities Act, to establish that such transfer is being made in accordance with the terms
hereof, and a new Warrant shall be issued to the transferee and the surrendered Warrant shall be canceled by the Company.


 



    	 



    	 



    

 


Section 3.  Exercise of Warrant.
Subject to the provisions hereof, the Warrantholder may exercise this Warrant in whole or in part at any time prior to its expiration
upon surrender of the Warrant, together with delivery of the duly executed Warrant exercise form attached hereto as Appendix A
(the “Exercise Agreement”) and payment by cash, certified check or wire transfer of funds for the aggregate Warrant
Price for that number of Warrant Shares then being purchased, to the Company during normal business hours on any business day at
the Company’s principal executive offices (or such other office or agency of the Company as it may designate by notice to
the Warrantholder). The Warrant Shares so purchased shall be deemed to be issued to the Warrantholder or the Warrantholder’s
designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered
(or evidence of loss, theft or destruction thereof and security or indemnity satisfactory to the Company), the Warrant Price shall
have been paid and the completed Exercise Agreement shall have been delivered. Certificates for the Warrant Shares so purchased,
representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the Warrantholder within
a reasonable time, not exceeding five (5) business days, after this Warrant shall have been so exercised. The certificates so delivered
shall be in such denominations as may be requested by the Warrantholder and shall be registered in the name of the Warrantholder
or such other name as shall be designated by the Warrantholder. If this Warrant shall have been exercised only in part, then, unless
this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Warrantholder
a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. As used
herein, “business day” means a day, other than a Saturday or Sunday, on which banks in Miami, Florida are open for
the general transaction of business. Each exercise hereof shall constitute the re-affirmation by the Warrantholder that the representations
and warranties contained in Section 4 of the Subscription Agreement (the “Subscription Agreement”) dated December __,
2011 between the Company and the Warrantholder are true and correct in all material respects with respect to the Warrantholder
as of the time of such exercise.


 


Section 4.  Compliance with the Securities
Act of 1933. Except as provided in the Subscription Agreement, the Company may cause the legend set forth on the first page
of this Warrant to be set forth on each Warrant or similar legend on any security issued or issuable upon exercise of this Warrant,
unless counsel for the Company is of the opinion as to any such security that such legend is unnecessary.


 


Section 5.  Payment of Taxes.
The Company will pay any documentary stamp taxes attributable to the initial issuance of Warrant Shares issuable upon the exercise
of the Warrant; provided, however, that the Company shall not be required to pay any tax or taxes which may be payable in respect
of any transfer involved in the issuance or delivery of any certificates for Warrant Shares in a name other than that of the Warrantholder
in respect of which such shares are issued, and in such case, the Company shall not be required to issue or deliver any certificate
for Warrant Shares or any Warrant until the person requesting the same has paid to the Company the amount of such tax or has established
to the Company’s reasonable satisfaction that such tax has been paid. The Warrantholder shall be responsible for income taxes
due under federal, state or other law, if any such tax is due.


 


Section 6.  Mutilated or Missing Warrants.
In case this Warrant shall be mutilated, lost, stolen, or destroyed, the Company shall issue in exchange and substitution of and
upon cancellation of the mutilated Warrant, or in lieu of and substitution for the Warrant lost, stolen or destroyed, a new Warrant
of like tenor and for the purchase of a like number of Warrant Shares, but only upon receipt of evidence reasonably satisfactory
to the Company of such loss, theft or destruction of the Warrant, and with respect to a lost, stolen or destroyed Warrant, reasonable
indemnity or bond with respect thereto, if requested by the Company.


 



    	-2-



    	 



    

 


Section 7.     Reservation of Common
Stock. The Company hereby represents and warrants that there have been reserved, and the Company shall at all applicable times
keep reserved until issued (if necessary) as contemplated by this Section 7, out of the authorized and unissued shares of Common
Stock, sufficient shares to provide for the exercise of the rights of purchase represented by this Warrant. The Company agrees
that all Warrant Shares issued upon due exercise of the Warrant shall be, at the time of delivery of the certificates for such
Warrant Shares, duly authorized, validly issued, fully paid and non-assessable shares of Common Stock of the Company.


 


Section 8.     Adjustments. Subject
and pursuant to the provisions of this Section 8, unless waived in a particular case by the Warrantholder, the Warrant Price and
number of Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as set forth hereinafter.


 


(a)    If the Company shall, at any time
or from time to time while this Warrant is outstanding, pay a dividend or make a distribution on its Common Stock in shares of
Common Stock, subdivide its outstanding shares of Common Stock into a greater number of shares or combine its outstanding shares
of Common Stock into a smaller number of shares or issue by reclassification of its outstanding shares of Common Stock any shares
of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is
the continuing corporation), then the number of Warrant Shares purchasable upon exercise of the Warrant and the Warrant Price in
effect immediately prior to the date upon which such change shall become effective, shall be adjusted by the Company so that the
Warrantholder thereafter exercising the Warrant shall be entitled to receive the number of shares of Common Stock or other capital
stock which the Warrantholder would have received if the Warrant had been exercised immediately prior to such event upon payment
of a Warrant Price that has been adjusted to reflect a fair allocation of the economics of such event to the Warrantholder. Such
adjustments shall be made successively whenever any event listed above shall occur.


 


(b)    If any capital reorganization, reclassification
of the capital stock of the Company, consolidation or merger of the Company with another corporation in which the Company is not
the survivor, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation
shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, transfer or other
disposition, lawful and adequate provision shall be made whereby the Warrantholder shall thereafter have the right to purchase
and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore
issuable upon exercise of the Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect
to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise
of the Warrant, had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken
place, and in any such case appropriate provision shall be made with respect to the rights and interests of the Warrantholder to
the end that the provisions hereof (including, without limitation, provision for adjustment of the Warrant Price) shall thereafter
be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or assets thereafter deliverable
upon the exercise hereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless
prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such
consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity
shall assume the obligation to deliver to the Warrantholder, at the last address of the Warrantholder appearing on the books of
the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Warrantholder may
be entitled to purchase, and the other obligations under this Warrant. The provisions of this paragraph (b) shall similarly apply
to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions.


 



    	-3-



    	 



    

 


(c)    In case the Company shall fix a
payment date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection
with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness or assets (other
than cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends or distributions
referred to in Section 8(a)), or subscription rights or warrants, the Warrant Price to be in effect after such payment date shall
be determined by multiplying the Warrant Price in effect immediately prior to such payment date by a fraction, the numerator of
which shall be the total number of shares of Common Stock outstanding multiplied by the Market Price (as defined below) per share
of Common Stock immediately prior to such payment date, less the fair market value (as determined by the Company’s Board
of Directors in good faith) of said assets or evidences of indebtedness so distributed, or of such subscription rights or warrants,
and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such Market Price per
share of Common Stock immediately prior to such payment date. “Market Price” as of a particular date (the “Valuation
Date”) shall mean the following: (a) if the Common Stock is then listed on a national securities exchange, the closing sale
price of one share of Common Stock on such exchange on the last trading day prior to the Valuation Date; (b) if the Common Stock
is then quoted on an over-the-counter market or other exchange or association, the closing sale price of one share of Common Stock
on such market or such other exchange or association on the last trading day prior to the Valuation Date or, if no such closing
sale price is available, the average of the high bid and the low asked price quoted thereon on the last trading day prior to the
Valuation Date; or (c) if the Common Stock is not then listed on a national securities exchange or quoted on an over-the-counter
market or other exchange or association, the fair market value of one share of Common Stock as of the Valuation Date, shall be
determined in good faith by the Board of Directors of the Company and the Warrantholder. If the Common Stock is not then listed
on a national securities exchange, an over-the-counter market or other exchange or association, the Board of Directors of the Company
shall respond promptly, in writing, to an inquiry by the Warrantholder prior to the exercise hereunder as to the fair market value
of a share of Common Stock as determined by the Board of Directors of the Company. In the event that the Board of Directors of
the Company and the Warrantholder are unable to agree upon the fair market value in respect of subpart (c) hereof, the Company
and the Warrantholder shall jointly select an appraiser, who is experienced in such matters. The decision of such appraiser shall
be final and conclusive, and the cost of such appraiser shall be borne equally by the Company and the Warrantholder. Such adjustment
shall be made successively whenever such a payment date is fixed.


 



    	-4-



    	 



    

 


(d)    An adjustment to the Warrant Price
shall become effective immediately after the payment date in the case of each dividend or distribution and immediately after the
effective date of each other event which requires an adjustment.


 


(e)    In the event that, as a result of
an adjustment made pursuant to this Section 8, the Warrantholder shall become entitled to receive any shares of capital stock of
the Company other than shares of Common Stock, the number of such other shares so receivable upon exercise of this Warrant shall
be subject thereafter to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions
with respect to the Warrant Shares contained in this Warrant.


 


Section 9.    Fractional Interest.
The Company shall not be required to issue fractions of Warrant Shares upon the exercise of this Warrant. If any fractional share
of Common Stock would, except for the provisions of the first sentence of this Section 9, be deliverable upon such exercise, the
Company, in lieu of delivering such fractional share, shall pay to the exercising Warrantholder an amount in cash equal to the
Market Price of such fractional share of Common Stock on the date of exercise.


 


Section 10.  Benefits. Nothing
in this Warrant shall be construed to give any person, firm or corporation (other than the Company and the Warrantholder) any legal
or equitable right, remedy or claim, it being agreed that this Warrant shall be for the sole and exclusive benefit of the Company
and the Warrantholder.


 


Section 11.  Notices to Warrantholder.
Upon the happening of any event requiring an adjustment of the Warrant Price, the Company shall promptly give written notice thereof
to the Warrantholder at the address appearing in the records of the Company, stating the adjusted Warrant Price and the adjusted
number of Warrant Shares resulting from such event and setting forth in reasonable detail the method of calculation and the facts
upon which such calculation is based. Failure to give such notice to the Warrantholder or any defect therein shall not affect the
legality or validity of the subject adjustment.


 


Section 12.  Notices. Unless otherwise
provided, any notice required or permitted under this Warrant shall be given in writing and shall be deemed effectively given as
hereinafter described (a) if given by personal delivery, then such notice shall be deemed given upon such delivery, (b) if given
by facsimile or other means of electronic transmission, then such notice shall be deemed given upon receipt of an automated confirmation
of complete transmittal, (c) if given by mail, then such notice shall be deemed given upon the earlier of (i) receipt of such notice
by the recipient or (ii) three days after such notice is deposited in first class mail, postage prepaid, and (d) if given by an
internationally recognized overnight air courier, then such notice shall be deemed given one business day after delivery to such
carrier. All notices shall be addressed as follows: if to the Warrantholder, at its address as set forth in the Company’s
books and records and, if to the Company, at the address as follows, or at such other address as the Warrantholder or the Company
may designate by ten days’ advance written notice to the other:


 



    	-5-



    	 



    

 


	:	If to the Company
	 
	 	Net Element, Inc.
	 	1450 S. Miami Avenue
	 	Miami, Florida 33130
	 	Attn: Chief Financial Officer
	 	Facsimile: 305) 358-7876


 


Section 13.  Intentionally Omitted.


 


Section 14.  Successors. All
the covenants and provisions hereof by or for the benefit of the Warrantholder shall bind and inure to the benefit of its respective
successors and assigns hereunder.


 


Section 15.  Governing Law; Consent
to Jurisdiction; Waiver of Jury Trial. This Warrant shall be governed by, and construed in accordance with, the internal laws
of the State of Delaware, without reference to the choice of law provisions thereof. The Company and, by accepting this Warrant,
the Warrantholder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of Florida located in Miami-Dade
County and federal courts located in Miami-Dade County, Florida for the purpose of any suit, action, proceeding or judgment relating
to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection with any such suit,
action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving
of notices under this Warrant. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the
jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and,
by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action
or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such
court has been brought in an inconvenient forum.  EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY
WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN
CONSULTED SPECIFICALLY AS TO THIS WAIVER.


 


Section
16.   No Rights as Stockholder. Prior to the exercise of this Warrant, the Warrantholder shall not have or exercise any
rights as a stockholder of the Company by virtue of his ownership of this Warrant.


 


Section 17.  Amendment; Waiver.
Any term of this Warrant may be amended or waived upon the written consent of the Company and the holder of this Warrant.


 


Section 18.  Section Headings.
The section headings in this Warrant are for the convenience of the Company and the Warrantholder and in no way alter, modify,
amend, limit or restrict the provisions hereof.


 



    	-6-



    	 



    

 


IN WITNESS WHEREOF, the Company has caused this
Warrant to be duly executed, as of the 2nd day of February, 2012.


 


	 	NET ELEMENT, INC.
	 	 
	 	By:	 	 
	 	Name: Jonathan New
	 	Title: Chief Financial Officer
	 	 



    	-7-



    	 



    

 


APPENDIX A


NET ELEMENT, INC.


WARRANT EXERCISE FORM


 


To Net Element, Inc.:


 


The undersigned hereby
irrevocably elects to exercise the right of purchase represented by the within Warrant (“Warrant”) for, and to purchase
thereunder by the payment of the Warrant Price and surrender of the Warrant, _______________ shares of Common Stock (“Warrant
Shares”) provided for therein, and requests that certificates for the Warrant Shares be issued as follows:


 


	 	 	 
	 	Name	 
	 	 	 
	 	 	 
	 	Address	 
	 	 	 
	 	Federal Tax ID or Social Security No.	 


 


and delivered by(certified mail to
the above address, or (electronically, if available (provide DWAC Instructions: ___________________), or (other (specify): ____________________________________________________________________________),
and, if the number of Warrant Shares shall not be all the Warrant Shares purchasable upon exercise of the Warrant, that a new Warrant
for the balance of the Warrant Shares purchasable upon exercise of this Warrant be registered in the name of the undersigned Warrantholder
or the undersigned’s Assignee as below indicated and delivered to the address stated below.


 


By signing below, the undersigned
hereby re-affirms that the representations and warranties contained in Section 4 of the Subscription Agreement (the “Subscription
Agreement”) dated December __, 2011 between the Company and the Warrantholder are true and correct in all material respects
with respect to the Warrantholder as of the time this exercise.


 


Dated: ___________________, ____


 


Note: The signature must correspond withthe
name of the Warrantholder as written on the first page of the Warrant in every particular, without alteration or enlargement or
any change whatever, unless the Warrant has been assigned.


 


	 	Warrant Signature:	 
	 	 	 
	 	Name (please print):	 
	 	 	 
	 	 	Address
	 	 	 
	 	 	Federal Identification or
	 	 	Social Security No.



    	 



    	 



    

 


ASSIGNMENT FORM


 


(To assign the foregoing warrant, execute


this form and supply required information.


Do not use this form to exercise the warrant.)


 


FOR VALUE RECEIVED, the foregoing
Warrant and all rights evidenced thereby are hereby assigned to


 


_______________________________________________
whose address is


 


_______________________________________________________________.


 


_______________________________________________________________


 


	 	Dated:  ______________, _______


 


	 	Holder's Signature:	 	 
	 	 	 	 
	 	Holder's Address:	 	 
	 	 		 
	 	 	 	 


 


Signature Guaranteed: ___________________________________________


 


NOTE: The signature to this Assignment Form
must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever,
and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative
capacity should file proper evidence of authority to assign the foregoing Warrant.