Exhibit 10.1


 


additional
LetTER Agreement


 


VIA
EMAIL


 


Star Equities, LLC


3363 NE 163rd St., Suite 705


North Miami Beach, FL 33160


 


Steven Wolberg


3363 NE 163rd St., Suite 705


North Miami Beach FL 33160


 


William Healy


16W281 83rd Street, Suite B 

Burr Ridge, IL 60527


 


Kenges Rakishev


c/o SAT & Company 

241 Mukanova Street 

Almaty Kazakhstan 050008


 


Vladimir Sadovskiy


3363 NE 163 Street, Suite 705


North Miami Beach, FL 33160


 


David Rozinov


210 Central Park South


23A


New York, NY 10019


 


		Re:	Letter Agreement, dated as of September 11, 2015, Regarding Equity Investment for Funding of Net
Element (the “Original Letter Agreement”)



 


This additional letter agreement is dated
as of October 7, 2015. The undersigned intend that (a) the terms of this additional letter agreement will supersede any inconsistent
terms and provisions of the Original Letter Agreement and (b) the provisions of this additional letter agreement will be effective
as of September 11, 2015, the same date as the “Effective Date” of the original letter agreement. Capitalized terms
used but not otherwise defined herein shall have the meanings ascribed to such terms in the Original Letter Agreement.


 






    	 	 	 



     


    

 


The parties hereby agree as follows:


 


1.            The share certificates representing
the Restricted Shares, issuable by Net Element, Inc., a Delaware corporation ("NETE"), to the Investors under
the Original Letter Agreement, shall not be issued until either:


 


(a)             the stockholders
of NETE shall have approved the issuance of shares of Restricted Shares (the “Stockholders Approval”) within
120 days from the date hereof; and


 


(b)             in the event
that the Stockholders Approval is not obtained within 120 days from the date hereof, either (at each Investor’s option) (i)
the Restricted Shares per share purchase price is deemed to be $0.20, in which case the Investor shall have paid to NETE the difference
between the previously paid purchase price for such Investor’s portion of the Restricted Stock and the purchase price for
such Investor’s portion of the Restricted Stock calculated on the basis of $0.20 per share price or (ii) the number of Restricted
Shares issuable to the applicable Investor shall be adjusted to reflect $0.20 per share price.


 


2.            Subject to the terms set forth in
Section 1 above, the Restricted Shares allocated pursuant to the Original Letter Agreement to be purchased by David Rozinov will
be instead allocated to, and purchased by Star Equities, LLC.


 


3.            This additional letter agreement
constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements
and understandings pertaining thereto. This additional letter agreement may not be amended or modified in any respect, except by
the written agreement of the parties hereto. No party hereto may, without the prior written consent of the other party hereto,
assign or otherwise transfer, in whole or in part, any of its rights and obligations under this additional letter agreement. Except
as expressly provided for herein, nothing in this additional letter agreement shall confer any rights upon any person that is not
a party hereto or the successor or permitted assignee of a party to this additional letter agreement. This additional letter agreement
shall be governed by, and shall be construed, interpreted and enforced in accordance with the laws of the State of Florida without
regard to its choice of law provisions that would require the application of the law of another jurisdiction. This additional letter
agreement may be executed and delivered (including by facsimile or electronic mail transmission) in one or more counterparts, and
by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original
but all of which taken together shall constitute one and the same agreement. Copies of executed counterparts transmitted by telecopy
or other electronic transmission service shall be considered original executed counterparts.


 


[Signatures are on next page.]


 



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Please indicate your consent to the terms
of this additional letter agreement by signing and dating this letter agreement and returning it to the undersigned.


 





	    	NET ELEMENT, INC.	 
	 	 	 
	 	 	 
	 	By: 	   	 
	 	 	Name:  Oleg Firer
Title:    Chief Executive
Officer	 



 


AGREED AND ACCEPTED BY:


 


INVESTORS:


 


STAR EQUITIES, LLC


 





	 	 	 	 	 	 
	By:	      	 	 	   	 
	 	Name:  Oleg Firer	 	 	 	 
	 	Title:    Managing Member	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 
	STEVEN WOLBERG	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	WILLIAM HEALY	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	KENGES RAKISHEV	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	VLADIMIR SADOVSKIY	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	DAVID ROZINOV	 	 	 	 



 



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