EXECUTION COPY


 





 






 


SHAREHOLDER RIGHTS AGREEMENT


 


BY AND AMONG


 


MARK GLOBAL CORPORATION


 


KENGES RAKISHEV


 


MIKE ZOI


 


TGR CAPITAL, LLC


 


MZ CAPITAL, LLC (DE)


 


MZ CAPITAL, LLC (FL)


 


ENERFUND, LLC


 


AND


 


NET ELEMENT, INC.


 


DATED AS OF FEBRUARY 24, 2012


 





 



  



    	 



    	 



    

 


THIS SHAREHOLDER RIGHTS
AGREEMENT (this “Agreement”), dated as of February 24, 2012, is made by and among TGR Capital, LLC, a Florida
limited liability company (“TGR”), MZ Capital, LLC a Delaware limited liability company (“MZ Delaware”),
MZ Capital, LLC a Florida limited liability company (“MZ Florida”), Enerfund, LLC a Florida limited liability
company (“Enerfund”), Mike Zoi (“Zoi”), Mark Global Corporation, a company organized under the laws
of the British Virgin Islands (“Mark Global”), Kenges Rakishev (“Rakishev”) and Net Element,
Inc., a Delaware corporation (the “Company”).


 


RECITALS


 


WHEREAS, TGR currently
owns (i) 402,263,749 shares of Company Common Stock (as defined below), representing 53.80% of the issued and outstanding shares
of the Company Common Stock, and (ii) warrants to purchase 100,000,000 shares of the Company Common Stock, the shares and warrants
set forth in items (i) and (ii) above collectively representing 49.68% of the outstanding Company Common Stock on a fully diluted
basis


 


WHEREAS, MZ Delaware
currently owns 45,937,500 shares of the Company Common Stock, representing 4.55% of the issued and outstanding
shares of the Company Common Stock on a fully diluted basis; 


 


WHEREAS, MZ Florida
currently owns 29,062,500 shares of the Company Common Stock, representing 2.87% of the issued and outstanding
shares of the Company Common Stock on a fully diluted basis;


 


WHEREAS,
Enerfund currently owns (i) 177,875,000 shares of the Company Common Stock, and (ii) warrants to
purchase 100,000,000 shares of the Company Common Stock, the shares and warrants set forth in items (i) and (ii) above collectively
representing 27.49% of the issued and outstanding shares of the Company Common Stock on a fully diluted basis;


 


WHEREAS, Zoi indirectly
owns or Controls (as defined below) 100% of the outstanding membership interests in TGR, MZ Delaware, MZ Florida and Enerfund;


 


WHEREAS, (a) TGR,
Zoi and Mark Global have previously entered into an Exchange and Stock Purchase Agreement (the “Exchange and Purchase
Agreement”) pursuant to which Buyer will purchase 200,000,000 shares of Company Common Stock at a purchase price of $0.15
per share, representing 26.75% of the outstanding Company Common Stock, and (b) Rakishev and the Company have previously entered
into a Subscription Agreement (the “Subscription Agreement”), pursuant to which Rakishev will purchase from
the Company 13,333,334 shares of Company Common Stock at a purchase price of $0.15 per share;


 


WHEREAS, Rakishev
owns 100% of the outstanding common stock of Mark Global; and


 


WHEREAS, it is contemplated
in the Exchange and Purchase Agreement that TGR, MZ Delaware, MZ Florida, Enerfund, Zoi, Mark Global, Rakishev and the Company
execute this Agreement.


 


NOW, THEREFORE,
in consideration of the foregoing and the mutual promises, covenants and agreements of the parties hereto, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


 



    	 



    	 



    

  


Article
I

DEFINITIONS


 


Section 1.1 Definitions.
As used in this Agreement, the following terms shall have the following meanings:


 


“Affiliate”
of a Person or entity means any other Person or entity Controlling, Controlled by or under common Control with such Person and
any partner of such Person if such Person is a partnership. An “Affiliate” with respect to the Company includes any
of the Company’s direct or indirect subsidiaries, whether or not in existence on the date hereof.


 


“Board of Directors” has
the meaning set forth in Section 3.1(a).


 


“Business Day” means any
day other than Saturday, Sunday or any other day on which commercial banks in New York, New York are authorized or required by
law to remain closed.


 


“Bylaws” has the meaning
set forth in the definition of “Necessary Action.”


 


“Breaching Shareholder” has
the meaning set forth in Section 3.1(h).


 


“Certificate of Incorporation”
has the meaning set forth in the definition of “Necessary Action.”


 


“Company Common Stock” means
(i) the Company’s shares of common stock, $.001 par value per share, and (ii) any capital stock into which such common
stock shall have been changed or any share capital resulting from a reclassification of such common stock.


 


“Company Public Sale” has
the meaning set forth in Section 4.2(a).


 


“Control” means the possession,
directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through
ownership of voting securities, by contract or otherwise.


 


“Cure Period” has the meaning
set forth in Section 3.1(k).


 


“Demand
Registration Statement” shall mean a Registration Statement which covers the Registrable Securities requested to be included
therein pursuant to the provisions of Section 4.1(a).


 


“De Minimis Transfer” means
a transfer of less than 2% of the outstanding shares of Company Common Stock in any 180-day period.


 


“Effective Date” means the
date that the applicable Registration Statement has been declared effective by the SEC.


 






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“Effectiveness
Deadline” means (i) with respect to any Registration Statement required to be filed pursuant to Section 4.1(a), the earlier
of the (A) 90th calendar day after the applicable Request Date (or the 120th calendar day after the applicable
Request Date in the event that such Registration Statement is subject to review by the SEC) and (B) 2nd Business Day
after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement
will not be reviewed or will not be subject to further review and (ii) with respect to any additional Registration Statements that
may be required to be filed by the Company pursuant to this Agreement, the earlier of the (A) 90th calendar day following
the date on which the Company was required to file such additional Registration Statement (or the 120th calendar day
after such date in the event that such Registration Statement is subject to review by the SEC) and (B) 2nd Business
Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement
will not be reviewed or will not be subject to further review.


  


“Existing Directors”
has the meaning set forth in Section 3.1(c).


 


“Holder”
means each of Mark Global, Rakishev, TGR, Zoi, any transferee or assignee of any Registrable Securities, as applicable, to whom
any of the foregoing assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement
and any transferee or assignee thereof to whom a transferee or assignee of any Registrable Securities assigns its rights under
this Agreement and who agrees to become bound by the provisions of this Agreement.


 


“Independent Directors” has
the meaning set forth in Section 3.1(d). 


 


“Independent Director Nominees”
has the meaning set forth in Section 3.1(a).


 


“Initiating
Holder” means, with respect to a particular registration, the Holder who initiated the Request for such registration.


 


“Mark Global Director” has
the meaning set forth in Section 3.1(d).


 


“Mark Global Nominee” has
the meaning set forth in Section 3.1(a).


 


“Necessary Action”
means, with respect to a specified result, all actions (to the extent such actions are permitted by law) necessary to cause such
result, including, without limitation, (i) voting, in person or by proxy, all of the shares of Company Common Stock owned by such
Shareholder, at any annual or special meeting of stockholders of the Company or providing a written consent in lieu of a meeting
of stockholders of the Company, (ii) causing the adoption of stockholders’ resolutions and/or the adoption of one or more
amendments to the certificate of incorporation of the Company (the “Certificate of Incorporation”) and/or the
bylaws of the Company (the “Bylaws”), (iii) causing, to the fullest extent permitted by law, members of the
Board of Directors (to the extent such members were nominated or designated by the Person obligated to undertake the Necessary
Action, and subject to any fiduciary duties that such members may have as directors of the Company) to act in a certain manner
or causing them to be removed in the event they do not act in such a manner, (iv) executing, delivering and performing under agreements
and instruments, and (v) making, or causing to be made, with governmental, administrative or regulatory authorities, all filings,
registrations or similar actions that are required to achieve such result.


 


“Permitted Transferee”
means (i) in the case of any Shareholder that is a partnership or limited liability company, any Affiliate of such Shareholder,
(ii) in the case of any Shareholder that is a corporation, any Person that owns a majority of the voting stock of such Shareholder,
or any Person that is a direct or indirect wholly-owned subsidiary of such Shareholder, (iii) in the case of any Shareholder that
is an individual, any successor by death or divorce, any trust created for the direct or indirect benefit of such individual or
one or more of such individual’s (a) parent, spouse, child, grandchild, spouse of a child or grandchild, brother or sister
and any trust created for the benefit of any of such Persons and each custodian of any property of any of such Persons or (b) family
partnership, limited liability company or similar entity controlled by such individual at the time of any transfer to such partnership,
company or entity, or (iv) in the case of any Shareholder that is a trust whose sole beneficiaries are individuals, such individuals
or their spouses or lineal descendants.


 


“Person”
means an individual, partnership, limited liability company, corporation, trust, association, estate, unincorporated organization
or a government or any agency or political subdivision thereof.


 



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“Piggyback Registration”
has the meaning set forth in Section 4.2(a).


 


“Proposed Transferee” has
the meaning set forth in Section 5.1(a).


 


“register,”
“registered,” and “registration” refer to a registration effected by preparing and filing
one or more Registration Statements in compliance with the Securities Act and the declaration of effectiveness of such Registration
Statement(s) by the SEC.


 


“Registrable Securities”
means collectively, (i) the shares of Company Common Stock owned from time to time by Mark Global, Rakishev or any other Person
controlled by Rakishev (expressly excluding the Company if Rakishev Controls the Company) (collectively, the “Mark Global
Shares”), (ii) the shares of Company Common Stock owned from time to time by TGR, Zoi or any other Person controlled
by Zoi (expressly excluding the Company if Zoi Controls the Company) (collectively, the “Zoi Shares”) and (iii)
any capital stock of the Company issued or issuable with respect to the Mark Global Shares or the Zoi Shares, including, without
limitation, (1) as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise and (2)
shares of capital stock of the Company into which the shares of Company Common Stock are converted or exchanged and shares of capital
stock of a successor entity to the Company into which the shares of Company Common Stock are converted or exchanged.


 


“Registration
Statement” means a registration statement or registration statements of the Company filed under the Securities Act covering
Registrable Securities.


 


“Rule
415” means Rule 415 promulgated by the SEC under the Securities Act, as such rule may be amended from time to time, or
any other similar or successor rule or regulation of the SEC providing for offering securities on a delayed or continuous basis
at then-prevailing market prices (and not fixed prices).


 


“SEC”
means the United States Securities and Exchange Commission or any successor thereto.


 


“Securities
Act” means, collectively, the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar
successor statute


 


“Shareholder”
means each of Mark Global, Rakishev, MZ Delaware, MZ Florida, Enerfund, Zoi and TGR, and their permitted successors and assigns.


 


“Shelf
Registration” means a registration of securities pursuant to a Shelf Registration Statement.


 


“Shelf
Registration Statement” means a Registration Statement covering the resale of the Registrable Securities
by the Investors pursuant to Rule 415.


 


“Tagging Shareholder” has
the meaning set forth in Section 5.1(a).


 


“TGR Nominee” has the meaning
set forth in Section 3.1(a).


 


“Transfer”
means any transfer, sale, assignment, pledge, encumbrance or other disposition (irrespective of whether any of the foregoing are
effected, with or without consideration, voluntarily or involuntarily, by operation of law or otherwise, or whether inter vivos
or upon death).


 


“Transferring Shareholder”
has the meaning set forth in Section 5.1(a).


 



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“Underwriters”
means the underwriters, if any, of the offering being registered under the Securities Act.


 


“Underwritten
Offering” means a sale of securities of the Company to an Underwriter or Underwriters for re-offering to the public.


 


Section 1.2            Other Interpretive Provisions.


 


(a) The meanings of defined terms are equally
applicable to the singular and plural forms of the defined terms.


 


(b) The words “hereof”, “herein”,
“hereunder” and similar words refer to this Agreement as a whole and not to any particular provision of this Agreement;
and any subsection and Section references are to this Agreement unless otherwise specified.


 


(c) The term “including” is not
limiting and means “including without limitation.”


 


(d) The captions and headings of this Agreement
are for convenience of reference only and shall not affect the interpretation of this Agreement.


 


(e) Whenever the context requires, any pronouns
used herein shall include the corresponding masculine, feminine or neuter forms.


 


Article
II

REPRESENTATIONS AND WARRANTIES


 


Each of the parties to
this Agreement hereby represents and warrants to each other party to this Agreement that as of the date such party executes this
Agreement:


 


Section 2.1           Existence;
Authority; Enforceability. Such party has the power and authority to enter into this Agreement and to carry out its obligations
hereunder. Such party, if not an individual, is duly organized and validly existing under the laws of its jurisdiction of organization,
and the execution of this Agreement, and the consummation of the transactions contemplated herein, have been authorized by all
necessary action, and no other act or proceeding on its part is necessary to authorize the execution of this Agreement or the
consummation of any of the transactions contemplated hereby. This Agreement has been duly executed by it and constitutes its legal,
valid and binding obligations, enforceable against it in accordance with its terms.


 


Section 2.2           Absence
of Conflicts. The execution and delivery by such party of this Agreement and the performance of its obligations hereunder
does not and will not (a) if not an individual, conflict with, or result in the breach of any provision of the constitutive documents
of such party; (b) result in any violation, breach, conflict, default or event of default (or an event which with notice, lapse
of time, or both, would constitute a default or event of default), or give rise to any right of acceleration or termination or
any additional payment obligation, under the terms of any contract, agreement or permit to which such party is a party or by which
such party’s assets or operations are bound or affected; or (c) violate any law applicable to such party.


 


 Section 2.3         Consents.
Other than any consents which have already been obtained, no consent, waiver, approval, authorization, exemption, registration,
license or declaration is required to be made or obtained by such party in connection with (a) the execution, delivery or performance
of this Agreement or (b) the consummation of any of the transactions contemplated herein.


 



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Article
III

GOVERNANCE


 


 Section 3.1          Board
of Directors.


 


(a)          Each
of the Shareholders shall take all Necessary Action to cause the Board of Directors of the Company (the “Board of Directors”)
to be comprised of not less than four (4) and not more than eight (8) directors, four (4) of whom shall be nominated in accordance
with this Section 3.1. For so long as TGR, together with its Affiliates, has beneficial ownership (as determined under Section
13(d) of the Exchange Act and the rules and regulations promulgated thereunder by the SEC) of greater than 5% of the Company Common
Stock, TGR shall be entitled to nominate one (1) director (the “TGR Nominee”). For so long as Mark Global, together
with its Affiliates, has beneficial ownership (as determined under Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder by the SEC) of greater than 5% of the Company Common Stock, Mark Global shall be entitled to nominate one
(1) director (the “Mark Global Nominee”). For so long as this Agreement shall remain in effect, TGR and Mark
Global shall be entitled to nominate two (2) independent directors to the Board of Directors mutually acceptable to TGR and Mark
Global (together, the “Independent Director Nominees”).


 


(b)          The
Company shall submit to the stockholders of the Company for election at any meeting of Shareholders held for the purpose of electing
directors, any and all nominations made in accordance with Section 3.1 hereof. Each of the Shareholders agrees to take all Necessary
Action to elect the directors nominated in accordance with Section 3.1(a) to the Board of Directors.


 


(c)          It
is hereby represented and warranted by the Company and TGR, MZ Delaware, MZ Florida and Enerfund that, as of the date hereof, and
until the election of the Mark Global Director and the Independent Directors in accordance with Section 3.1(d), the number of directors
constituting the full Board of Directors is five (5), consisting of the following members (other than Mike Zoi, the “Existing
Directors”):


 





	Name of Director	Type of Nominee per Section 3.1
	 	 
	Mike Zoi	TGR Nominee and Director as of the date hereof
	 	 
	James Caan	Director as of the date hereof
	 	 
	Felix Vulis	Director as of the date hereof
	 	 
	Curtis Wolfe	Director as of the date hereof
	 	 
	Dmitry Kozko	Director as of the date hereof







  


(d)          Upon
a request by Mark Global, each of the Shareholders shall promptly take all Necessary Action, including, without limitation, amending
the Bylaws to increase the number of directors by one (1) or removing one (1) of the Existing Directors, as may be requested by
Mark Global, in order to cause the Mark Global Nominee to be elected to the Board of Directors (the “Mark Global Director”).
Upon a request by either Mark Global or TGR, each of the Shareholders shall promptly take all Necessary Action, including, without
limitation, amending the Bylaws to increase the number of directors by one or more and/or removing one or more Existing Directors,
as may be mutually requested by TGR and Mark Global in order to cause the Independent Director Nominees to be elected to the Board
of Directors (together, the “Independent Directors”). Each Independent Director shall qualify as an independent
director as defined in Rule 5605(a)(2) of the Nasdaq Stock Market.


 



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(e)          Each
of the Existing Directors and each of the Mark Global Director and the Independent Directors (once appointed or elected in accordance
with Section 3.1(d)) shall hold office until the next annual meeting of stockholders of the Company following their appointment
and/or election, when his/her successor shall be nominated in accordance with this Section 3.1 and shall be appointed and/or elected
and qualified, subject to his/her earlier death, removal or resignation as provided in the Certificate of Incorporation and Bylaws.


 


(f)          Upon
the request of any Shareholder to remove a director previously nominated by such Shareholder in accordance with this Section 3.1,
the Shareholders shall take all Necessary Action to remove such director and elect any replacement director as may be nominated
by such party in accordance with the provisions of this Section 3.1. Except as otherwise provided in this Section 3.1 (such as,
by way of example only, in connection with any Necessary Action), and including, without limitation, this subsection (f), each
of the Shareholders agrees not to take any action to remove, with or without cause, any director of the Company nominated by another
Shareholder (other than an Independent Director).


 


(g)          Each
Shareholder shall take all Necessary Action to ensure that the Certificate of Incorporation and the Bylaws do not at any time conflict
with the provisions of this Agreement.


 


(h)          In
the event a newly-created directorship is created or a vacancy is created on the Board of Directors by reason of the death, removal
(in accordance with Section 3.1(f) above) or resignation of any one of the directors, each of the Shareholders hereby agrees to
take all Necessary Action so as to (i) cause the Company to hold a special meeting of stockholders for the election of a director
to fill such newly-created directorship or vacancy, or act by written consent in lieu of a meeting of stockholders of the Company
and (ii) fill the vacancy with a nominee made in accordance with the nomination procedures in this Section 3.1.


 


(i)          The
Company shall reimburse the directors for all reasonable out-of-pocket expenses incurred in connection with their attendance at
meetings of the Board of Directors and any committees thereof, including, without limitation, travel, lodging and meal expenses.


 


(j)          The
Company shall obtain customary director and officer indemnity insurance. Each of the Shareholders shall take all Necessary Action
to cause the Bylaws to be amended, in a manner acceptable to Mark Global, to provide mandatory indemnification and advancements
for directors of the Company, including, without limitation, the Mark Global Director and the Independent Directors.


 






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(k)          Solely
for purposes of Section 3.1, and in order to secure the performance of each Shareholder’s obligations under Section 3.1,
(i) Mark Global hereby irrevocably appoints TGR and (ii) each of TGR, MZ Delaware, MZ Florida and Enerfund hereby irrevocably appoint
Mark Global, the durable attorney-in-fact and lawful proxy of such Shareholder(s) (with full power of substitution) to vote or
provide a written consent with respect to its shares of Company Common Stock if, and only in the event that, such Shareholder(s)
fails to take any Necessary Action in accordance with the terms of Section 3.1 (each such Shareholder, a “Breaching Shareholder”).
Each Breaching Shareholder shall have five (5) Business Days from the date of a request to take such Necessary Action (the “Cure
Period”) to cure such failure. If after the Cure Period, the Breaching Shareholder has not cured such failure, the other
Shareholder (Mark Global (if any one or more of TGR. MZ Delaware, MZ Florida or Enerfund is a Breaching Shareholder), on the one
hand, or TGR (if Mark Global is a Breaching Shareholder), on the other hand), shall have and is hereby irrevocably granted a durable
attorney-in-fact and lawful proxy to take vote or provide a written consent with respect to such Necessary Action. Each
Shareholder intends the durable attorney-in-fact and lawful proxy granted hereby to be, and it shall be, irrevocable, coupled with
an interest and be in full force and effect for so long as this ARTICLE III shall be in effect. Each Shareholder will take
such further action and execute, deliver and perform under such other instruments as may be necessary to effectuate the intent
of this durable attorney-in-fact- and lawful proxy and hereby revoke any proxy previously granted by it with respect to the matters
set forth in Section 3.1 with respect to the shares of Company Common Stock owned by such Shareholder.


  


(l)          In
the event that the Mark Global Director is unable at any time to attend any meeting of the Board of Directors, Mark Global shall
be entitled to have a representative of Mark Global attend such meeting of the Board of Directors in a non-voting observer capacity,
and, in this respect, the Company shall provide such representative with copies of all notices, minutes, consents and other materials
that it provides to the members of the Board of Directors for such meeting.


 


Section 3.2          Additional
Management Provisions. For so long as Mark Global, together with its Affiliates, has beneficial ownership (as determined under
Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder by the SEC) of greater than 10% of the
Company Common Stock, each of the Shareholders shall take all Necessary Actions to cause the director nominated by Mark Global
to be a member of any of the following committees that the Board of Directors may establish: (i) the Compensation Committee, (ii)
the Nominating Committee and (iii) the Audit Committee, in each case to the extent such directors are permitted to serve on such
committees under SEC rules applicable to the Company.


 


Article
IV

REGISTRATION RIGHTS


 


Section 4.1          Request
for Registration.


 


(a)          Demand
Registration.


 


(i)          Right
to Demand Registration.


 


(1)         Subject
to Section 4.1(a)(iii), at any time or from time to time, each Holder shall have the right to request in writing that the Company
register all or part of such Holder’s Registrable Securities (a “Request”) by filing with the SEC a Demand
Registration Statement.


 


(A)         Each
Request from an Initiating Holder shall specify the amount of Registrable Securities intended to be disposed of by such Initiating
Holder and whether such Demand Registration Statement will be a Shelf Registration or an Underwritten Offering.


 


(B)         As
promptly as practicable after the Company’s receipt of a Request from an Initiating Holder with respect to such Shelf Registration
or Underwritten Offering (as the case may be) (such date of receipt by the Company is referred to herein as the “Request
Date”), but no later than five (5) calendar days after the Request Date, the Company shall give written notice of such
requested registration to all other Holders who then hold Registrable Securities.


 


(C)         Subject
to Section 4.1(a)(ii), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed
of by the Initiating Holder and (ii) the Registrable Securities intended to be disposed of by any other Holder which shall have
made a written request (which request shall specify the amount of Registrable Securities to be registered and the intended method
of disposition thereof) to the Company for inclusion thereof in such registration within ten (10) days after the receipt of such
written notice from the Company.


 



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(D)         The
Company, as expeditiously as possible, but in any event within thirty (30) days following the Request Date (the “Filing
Deadline”), shall cause to be filed with the SEC a Demand Registration Statement providing for the registration under
the Securities Act of the Registrable Securities which the Company has been so requested to register by all such Holders, to the
extent necessary to permit the disposition of such Registrable Securities to be so registered in accordance with the intended methods
of disposition thereof specified in such Request or further requests (including, without limitation, by means of a Shelf Registration
if so requested and if the Company is then eligible to use such a registration).


 


(E)         The
Company shall use its reasonable best efforts to have such Demand Registration Statement declared effective by the SEC as soon
as practicable thereafter but in no event later than the Effectiveness Deadline therefor and to keep such Demand Registration Statement
continuously effective until such time as all of such Registrable Securities have been disposed of in accordance with the intended
methods of disposition by the seller(s) thereof set forth in such Demand Registration Statement, provided that with respect to
any Demand Registration Statement, such period need not extend beyond the applicable Registration Period (as defined below).


 


(2)         A
Request may be withdrawn prior to the filing of the Demand Registration Statement by the Initiating Holder (a “Withdrawn
Request”) and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof by all the Holders
who have elected to include Registrable Securities in such Demand Registration Statement (a “Withdrawn Demand Registration”).
Each Holder requesting inclusion of Registrable Securities in a Demand Registration may, at any time prior to the Effective Date
of such Demand Registration Statement (and for any reason), revoke such request by delivering written notice to the Company revoking
such requested inclusion.


 


(3)         The
registration rights granted pursuant to the provisions of this Section 4.1(a) shall be in addition to the registration rights granted
pursuant to the other provisions of this Article IV.


 


(ii)         Priority
in Demand Registrations. If a Demand Registration involves an Underwritten Offering, and the sole or lead managing Underwriter
(as the case may be) of such Underwritten Offering shall advise the Company in writing (with a copy to each Holder requesting registration)
on or before the date five (5) days prior to the date then scheduled for such offering that, in its opinion, the amount of Registrable
Securities, if any, requested to be included in such Demand Registration exceeds the number which can be sold in such offering
(such writing to state the basis of such opinion and the approximate number of Registrable Securities which may be included in
such offering), the Company shall include in such Demand Registration, to the extent of the number which the Company is so advised
may be included in such offering without such effect, the Registrable Securities requested to be included in the Demand Registration
by the Holders allocated, pro rata among the Holders based on the number of Registrable Securities initially requested to be included
therein by each Holder. In the event the Company shall not, by virtue of this Section 4.1(a)(ii), include in any Demand Registration
all of the Registrable Securities of any Holder requesting to be included in such Demand Registration, such Holder may, upon written
notice to the Company given within five (5) days of the time such Holder first is notified of such matter, reduce the amount of
Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities, if any,
it desires to have included will be so included and the Holders not so reducing shall be entitled to a corresponding increase in
the amount of Registrable Securities to be included in such Demand Registration.


 



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(iii)        Demand
Registration Minimum. In no event shall the Company be required to effect a Demand Registration unless the reasonably anticipated
aggregate offering price to the public of all Registrable Securities for which registration has been requested by all Holders will
be at least $500,000 or, if the foregoing is not satisfied, all of the Registrable Securities held by the Initiating Holder are
included in the Demand Registration.


 


(iv)        Underwriting.
Notwithstanding anything to the contrary contained in Section 4.1(a)(i), if the Initiating Holder elects, the offering of such
Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment Underwritten Offering and
such Initiating Holder may require that all Persons (including other Holders) participating in such registration sell their Registrable
Securities to the Underwriters at the same price and on the same terms of underwriting applicable to such Initiating Holder. If
any Demand Registration involves an Underwritten Offering, the sole or managing Underwriters and any additional investment bankers
and managers to be used in connection with such registration shall be selected by the Initiating Holder, subject to the approval
of the Company (such approval not to be unreasonably withheld or delayed).


 


(v)         Other
Registrations. During the period (i) beginning on the date of a Request and (ii) ending on the date that is ninety (90) days
after the date that a Demand Registration Statement filed pursuant to such Request has been declared effective by the SEC or, if
the Initiating Holder withdraws a Request or all the Holders who have elected to include Registrable Securities in such Demand
Registration Statement withdraw such Demand Registration Statement, on the date of such Withdrawn Request or such Withdrawn Registration
Statement, the Company shall not, without the consent of the Initiating Holder who withdrew such request or all the Holders who
have elected to so withdraw such Demand Registration Statement (as applicable), file a registration statement pertaining to any
other securities of the Company (other than a registration relating solely to the sale of securities to participants in a Company
employee stock or similar plan on Form S-8).


 


(vi)        Registration
Statement Form. Registrations under this Section 4.1(a) shall be on such appropriate registration form of the SEC (i) as shall
be selected by the Initiating Holder and (ii) which shall be available for the sale of Registrable Securities in accordance with
the intended method or methods of disposition specified in the requests for registration. The Company agrees to include in any
such Registration Statement all information which any selling Holder, upon advice of counsel, shall reasonably request.


 


(b)          Registration
of Other Securities. Whenever the Company shall effect a Demand Registration, no securities other than Registrable Securities
shall be covered by such registration unless (a) the Initiating Holder shall have consented in writing to the inclusion of such
other securities and (b) no Holder is unable to include any of its Registrable Securities requested for inclusion in such registration
by reason of Section 4.1(a)(ii).


 


(c)          Underwritten
Offerings.


 


(i)          Demand
Underwritten Offerings. If requested by the sole or lead managing Underwriter for any Underwritten Offering effected pursuant
to a Demand Registration, the Company shall enter into a customary underwriting agreement with the Underwriters for such offering,
such agreement to be reasonably satisfactory in substance and form to the Initiating Holder and to contain such representations
and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation,
indemnification and contribution to the effect and to the extent provided in Section 4.6 below.


 



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(ii)         Holders
Holding Registrable Securities to be Parties to Underwriting Agreement. The Holders holding Registrable Securities to be distributed
by the Underwriters in an Underwritten Offering contemplated by Section 4.1(c) shall be parties to the underwriting agreement between
the Company and such Underwriters and may, at such Holders’ option, require that any or all of the representations and warranties
by, and the other agreements on the part of, the Company to and for the benefit of such Underwriters shall also be made to and
for the benefit of such Holders and that any or all of the conditions precedent to the obligations of such Underwriters under such
underwriting agreement be conditions precedent to the obligations of such Holders; provided, however, the Company shall not be
required to make any representations or warranties with respect to written information specifically provided by a selling Holder
for inclusion in the Registration Statement. No Holder shall be required to make any representations or warranties to, or agreements
with, the Company or the Underwriters other than representations, warranties or agreements regarding such Holder, such Holder’s
Registrable Securities and such Holder’s intended method of disposition.


 


(iii)        Participation
in Underwritten Registration. Notwithstanding anything herein to the contrary in this Section 4.1(c), no Person may participate
in any Underwritten Offering hereunder unless such Person (i) agrees to sell its securities on the same terms and conditions provided
in any underwritten arrangements approved by the Persons entitled hereunder to approve such arrangement and (ii) accurately completes
and executes in a timely manner all questionnaires, powers of attorney, indemnities, custody agreements, underwriting agreements
and other documents customary for such an offering and reasonably required under the terms of such underwriting arrangements.


 


Section 4.2           Piggyback
Registration.


 


(a)          Participation.
If the Company at any time proposes to register any of its securities under the Securities Act, whether for its own account or
for the account of any other Person (other than (i) a Demand Registration under Section 4.1(a) or (ii) a registration on Form S-4
or S-8 or any successor form to such Forms), (a “Company Public Sale”), then, as soon as practicable after the
Company’s determination to undertake such registration, the Company shall give written notice of such proposed filing to
each Holder and each Holder shall have the right to include in such registration such number (subject to Section 4.3(b)) of such
Holder’s Registrable Securities as such Holder may request in writing (a “Piggyback Registration”). Subject
to Section 4.3(b), the Company shall include in such Piggyback Registration all Registrable Securities which are requested to be
included therein within 15 days after the receipt by the applicable Holder holding Registrable Securities of any such notice; provided,
however, if at any time after giving written notice of the Company’s intention to register any securities and prior to the
Effective Date of the applicable Registration Statement, the Company shall determine for any reason not to register or to delay
registration of such securities, the Company shall give written notice of such determination to each Holder holding Registrable
Securities who requested Registrable Securities to be included on such Registration Statement and, thereupon, (i) in the case of
a determination not to register, the Company shall be relieved of its obligation to register any of such Holders’ Registrable
Securities in connection with such Company Public Sale (but not from its obligation to pay the Registration Expenses (as defined
below) in connection therewith), without prejudice, however, to the rights of each Holder to cause such registration to be effected
as a registration under Section 4.1(a), and (ii) in the case of a determination to delay such registration, the Company shall be
permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other securities.
If the offering pursuant to such Piggyback Registration is to be Underwritten, then the Holders requesting inclusion therein must,
and the Company shall make such arrangements with the sole or lead managing Underwriter so that such Holders may, participate in
such Underwritten Offering. If the offering pursuant to such Piggyback Registration is to be on any other basis, then the Holders
requesting inclusion therein, and the Company shall make such arrangements so that such Holders may, participate in such offering
on such basis. If any Piggyback Registration involves an Underwritten Offering, the sole or managing Underwriter(s) and any additional
investment bankers and managers to be used in connection with such registration shall be subject to the approval of the Holders
requesting Registrable Securities to be included in such Piggyback Registration (such approval not to be unreasonably withheld).
Each Holder requesting inclusion of Registrable Securities in a Piggyback Registration may, at any time prior to the Effective
Date of the applicable Registration Statement (and for any reason), revoke such request by delivering written notice to the Company
revoking such requested inclusion.


 



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(b)          Priority
of Piggyback Registration. If a Piggyback Registration involves an Underwritten Offering (on a firm commitment basis), and
the sole or the lead managing Underwriter (as the case may be) of such Underwritten Offering shall advise the Company in writing
(with a copy to each Holder requesting registration) on or before the date five (5) days prior to the date then scheduled for such
offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration
exceeds the amount which can be sold in such offering without materially interfering with the successful marketing of the securities
being offered (such writing to state the basis of such opinion and the approximate number of such securities which may be included
in such offering without such effect), the Company shall include in such registration, to the extent of the number which the Company
is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company,
(A) first, the securities that the Company proposes to register for its own account, (B) second, the Mark Global Shares sought
to be included (determined on a pro rata basis based upon the aggregate number of Mark Global Shares held by the holders thereof
having Mark Global Shares included), (C) third, the Zoi Shares sought to be included (determined on a pro rata basis based upon
the aggregate number of Zoi Shares held by the holders thereof having Zoi Shares included), and (D) fourth, only if all the securities
referred to in clauses (A), (B) and (C) have been included in such Piggyback Registration, any other securities requested to be
included in such registration and (ii) in the case of a registration initiated by a Person other than the Company, (X) first, the
Mark Global Shares sought to be included (determined on a pro rata basis based upon the aggregate number of Mark Global Shares
held by the holders thereof having Mark Global Shares included), (Y) second, the Zoi Shares sought to be included (determined on
a pro rata basis based upon the aggregate number of Zoi Shares held by the holders thereof having Zoi Shares included), and (Z)
third, only if all the securities referred to in clauses (X) and (Y) have been included in such Piggyback Registration, the securities
proposed to be registered by any Persons initiating such registration, allocated pro rata in proportion to the number of securities
requested to be included in such registration by each of them.


 


Section 4.3          Registration
Obligations. Whenever the Company is required to effect the registration of Registrable Securities under the Securities Act
pursuant to this Article IV, the Company shall use its best efforts to effect the registration of the applicable Registrable Securities
in accordance with the intended method of disposition thereof, and pursuant thereto, and the Company shall have the following
obligations:


 



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(a)          Promptly
prepare and file with the SEC a Registration Statement with respect to all the Registrable Securities required to be covered by
such Registration Statement (but in no event later than the applicable Filing Deadline) and use its reasonable best efforts to
cause such Registration Statement to become effective as soon as practicable after such filing (but in no event later than the
Effectiveness Deadline). Subject only to Allowable Suspension Periods with respect to a Shelf Registration Statement, the Company
shall use it reasonable best efforts to keep each Registration Statement effective (and the prospectus contained therein available
for use) (and if such offering is under a Shelf Registration Statement, such effectiveness shall be pursuant to Rule 415 for resales
by the Holders) at all times until, as applicable, (i) if such Registration Statement is not a Shelf Registration Statement, one
(1) year after the Effective Date of such Registration Statement or (ii) if such Registration Statement is a Shelf Registration
Statement, the date on which the Holders shall have sold all of the Registrable Securities covered by such Shelf Registration Statement
(the “Registration Period”). Subject only to Allowable Suspension Periods with respect to a Shelf Registration
Statement, the Company shall not be deemed to have used its reasonable best efforts to keep a Registration Statement effective
during the Registration Period for such Registration Statement if the Company voluntarily takes any action or omits to take any
action that would result in any Holder not being able to offer and sell any of such Holder’s Registrable Securities included
in such Shelf Registration Statement during the Registration Period for such Shelf Registration Statement. Notwithstanding anything
to the contrary contained in this Agreement, the Company shall ensure that, when filed and at all times while effective, each Registration
Statement (including, without limitation, all amendments and supplements thereto) and the prospectus (including, without limitation,
all amendments and supplements thereto) used in connection with such Registration Statement (1) shall not contain any untrue statement
of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein
(in the case of prospectuses, in the light of the circumstances in which they were made) not misleading and (2) will disclose (whether
directly or through incorporation by reference to other SEC filings to the extent permitted) all material information regarding
the Company and its securities.


 


(b)          Promptly
prepare and file with the SEC such amendments (including, without limitation, post-effective
amendments) and supplements to each Registration Statement and the prospectus used in connection with each such Registration Statement,
which prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep each such
Registration Statement effective at all times during the Registration Period for such Registration Statement, and, during such
period, comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company
required to be covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed
of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement;
provided, however, by 8:30 a.m. (New York time) on the Business Day immediately following each Effective Date, the Company shall
file with the SEC in accordance with Rule 424(b) under the Securities Act the final prospectus to be used in connection with sales
pursuant to the applicable Registration Statement (whether or not such a prospectus is technically required by such rule).


 


(c)          Promptly
notify the Holders holding Registrable Securities when the applicable Registration Statement or any amendment thereto has been
filed or becomes effective, and when the applicable prospectus or any amendment or supplement to such prospectus has been filed,
but, in each case, in no event later than one (1) Business Day thereafter.


 


(d)          Promptly
notify the Holders holding Registrable Securities of, and provide copies of, (i) any written comments by the SEC or any request
by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or
such prospectus or for additional information, (ii) any stop order suspending the effectiveness of such Registration Statement
or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus
or the initiation or threatening of any proceedings for such purposes, and (iii) the receipt by the Company of any notification
with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose.


 


(e)          Promptly
notify the Holders holding Registrable Securities when the Company becomes aware of the happening of any event as a result of which
the applicable Registration Statement or the prospectus included in such Registration Statement (as then in effect) contains any
untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in the case of
such prospectus and any preliminary prospectus, in light of the circumstances under which they were made) not misleading or, if
for any other reason it shall be necessary during such time period to amend or supplement such Registration Statement or prospectus
in order to comply with the Securities Act and, in either case as promptly as reasonably practicable thereafter, prepare and file
with the SEC an amendment or supplement to such Registration Statement and prospectus which shall correct such misstatement or
omission or effect such compliance.


 



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(f)          (i)
Use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of each Registration
Statement or the use of any prospectus contained therein, or the suspension of the qualification, or the loss of an exemption from
qualification, of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension is issued,
to obtain the withdrawal of such order or suspension at the earliest possible moment and (ii) promptly notify each Holder holding
Registrable Securities included therein of the issuance of such order and the resolution thereof or its receipt of actual notice
of the initiation or threat of any proceeding for such purpose.


 


(g)          Promptly
incorporate in a prospectus supplement or post-effective amendment such information as the sole or lead managing Underwriter, if
any, or any of the Holders of Registrable Securities included in such Underwritten Offering determine should be included therein
relating to the plan of distribution with respect to the applicable Registrable Securities.


 


(h)          Promptly
deliver to the Holders holding Registrable Securities and each Underwriter, if any, without charge, as many copies of the applicable
prospectus (including each preliminary prospectus) and any amendment or supplement thereto as a Holder holding Registrable Securities
or Underwriter may reasonably request (it being understood that the Company consents to the use of such prospectus or any amendment
or supplement thereto by such Holders and the Underwriter, if any, in connection with the offering and sale of the Registrable
Securities covered by such prospectus or any amendment or supplement thereto) and such other documents as a Holder including Registrable
Securities therein may reasonably request in order to facilitate the disposition of such Holder’s Registrable Securities.


 


(i)          On
or prior to the date on which the applicable Registration Statement is declared effective, use its reasonable best efforts to cause
such Registrable Securities (i) to be registered, approved or qualified for offer and sale under the securities or “Blue
Sky” laws of each state and other jurisdiction of the United States as either a Holder including Registrable Securities therein
or the sole or lead managing Underwriter may reasonably request and (ii) to be registered with or approved by such other governmental
agencies or authorities as may be necessary to enable the seller or sellers thereof or the Underwriter(s), if any, to consummate
the disposition of the Registrable Securities, and in each case to do any and all other acts or things reasonably necessary or
advisable to keep such registration or qualification in effect for such period as may be reasonably required, provided that the
Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take
any action which would subject it to taxation or general service of process in any such jurisdiction where it is not then so subject.


 


(j)          Enter
into such customary agreements (including underwriting and indemnification agreements) and take all such other actions as a Holder
holding Registrable Securities or the sole or lead managing Underwriter, if any, reasonably requests in order to expedite or facilitate
the registration and disposition of the Registrable Securities.


 


(k)          Obtain
for delivery to the Holders holding Registrable Securities and to the Underwriter(s), if any, an opinion or opinions from counsel
for the Company dated the Effective Date of the applicable Registration Statement or, in the event of an Underwritten Offering,
the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably
satisfactory to the Holders including Registrable Securities therein or Underwriter(s), as the case may be.


 



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(l)          Upon
the written request of a Holder holding Registrable Securities, the Company shall make available for inspection by (i) such Holder,
(ii) legal counsel for such Holder and (iii) one (1) firm of accountants or other agents retained by such Holder (collectively,
the “Inspectors”), all pertinent financial and other records, and pertinent corporate documents and properties
of the Company (collectively, the “Records”), as shall be reasonably deemed necessary by each Inspector, and
cause the Company’s officers, directors and employees to supply all information which any Inspector may reasonably request;
provided, however, each Inspector shall agree in writing to hold in strict confidence and not to make any disclosure (except to
such Holder) or use of any Record or other information which the Board of Directors determines in good faith to be confidential,
and of which determination the Inspectors are so notified, unless (1) the disclosure of such Records is necessary to avoid or correct
a misstatement or omission in any Registration Statement or is otherwise required under the Securities Act, (2) the release of
such Records is ordered pursuant to a final, non-appealable subpoena or order from a court or government body of competent jurisdiction,
or (3) the information in such Records has been made generally available to the public. Such Holder agrees that it shall, upon
learning that disclosure of such Records is sought in or by a court or governmental body of competent jurisdiction or through other
means, to the extent legally permissible give prompt notice to the Company and allow the Company, at its expense, to undertake
appropriate action to prevent disclosure of, or to obtain a protective order for, the Records deemed confidential. Nothing herein
shall be deemed to limit any Holder’s ability to sell Registrable Securities in a manner which is otherwise consistent with
applicable laws and regulations.


 


(m)          In
the case of an Underwritten Offering, obtain for delivery to the Company and the sole or lead managing Underwriter, with copies
to the Holders including Registrable Securities in such Underwritten Offering, a cold comfort letter from the Company’s independent
certified public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters
as the managing underwriter may reasonably request, dated the date of execution of the underwriting agreement and brought down
to the closing under the underwriting agreement.


 


(n)          Use
its reasonable best efforts to cause the Registrable Securities covered by a Registration Statement to be registered with or approved
by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable Securities.


 


(o)          Make
generally available to its security holders as soon as practical, but not later than ninety (90) days after the close of the period
covered thereby, an earnings statement (in form complying with, and in the manner provided by, the provisions of Rule 158 under
the Securities Act) covering a twelve-month period beginning not later than the first day of the Company’s fiscal quarter
next following the applicable Effective Date of each Registration Statement.


 


(p)          Notwithstanding
anything to the contrary herein, at any time after the Effective Date of a particular Registration Statement, the Company may delay
the disclosure of material, non-public information concerning the Company or any of its subsidiaries the disclosure of which at
the time is not, in the good faith opinion of the Board of Directors, in the best interest of the Company and, in the opinion of
counsel to the Company, otherwise required (a “Suspension Period”), provided that the Company shall promptly
notify the Holders of Registrable Securities included in such Registration Statement in writing of the (i) existence of material,
non-public information giving rise to a Suspension Period (provided that in each such notice the Company shall not disclose the
content of such material, non-public information to any of such Holders) and the date on which such Suspension Period will begin
and (ii) date on which such Suspension Period ends, provided further that no Suspension Period shall exceed fifteen (15) consecutive
days and during any three hundred sixty five (365) day period all such Suspension Periods shall not exceed an aggregate of thirty
(30) days, (each, an “Allowable Suspension Period”). For purposes of determining the length of a Suspension
Period above, such Suspension Period shall begin on and include the date such Holders receive the notice referred to in clause
(i) above and shall end on and include the later of the date such Holders receive the notice referred to in clause (ii) above and
the date referred to in such notice. The provisions of Section 4.3(f) hereof shall not be applicable during the period of any Allowable
Suspension Period. Upon expiration of each Suspension Period, the Company shall again be bound by Section 4.3(e) with respect to
the information giving rise thereto unless such material, non-public information is no longer applicable.


 



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(q)          Take
any and all other actions as may be reasonably requested by the Holders including Registrable Securities in the applicable Registration
Statement and the sole or lead managing Underwriter, if any, to facility the sale of the Registrable Securities pursuant to such
Registration Statement.


 


Section 4.4           No
Inconsistent Agreements; Additional Rights. The Company shall not hereafter enter into, and is not currently a party to, any
agreement with respect to its securities which is inconsistent with the rights granted to the Holders by this Agreement. Without
the consent of the Holders, the Company shall not (a) grant any registration rights to third parties which adversely affect any
of the Holders or which are more favorable than the rights granted to the Holders hereunder, or (b) enter into any agreement, take
any action, or permit any change to occur, with respect to its securities that violates or subordinates any of the rights expressly
granted to each of the Holders in this Agreement.


 


Section 4.5           Registration
Expenses. All expenses incident to the Company’s performance of or compliance with this Article IV shall be paid by the
Company, including (i) all registration and filing fees, and any other fees and expenses associated with filings required to be
made with the SEC, FINRA or the OTC Markets, (ii) all fees and expenses in connection with compliance with any securities or “Blue
Sky” laws, (iii) all printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses, (iv)
all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company (including
the expenses of any special audit and cold comfort letters required by or incident to such performance), (v) Securities Act liability
insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting
practice, (vi) all fees and expenses incurred in connection with the listing of the Registrable Securities on any national securities
exchange or national securities association, (viii) all reasonable fees and disbursements of one law firm or counsel for the Initiating
Holder), (ix) all fees and expenses of any special experts or other Persons retained by the Company in connection with any Registration,
(x) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing
legal or accounting duties) and (xi) all expenses related to the participation by the executive officers of the Company (reasonably
requested by the managing underwriter) in the “road-show” for any underwritten offering, including all requested travel
and reasonable meals and lodging. All such expenses are referred to herein as “Registration Expenses.” The Company
shall not be required to pay any fees and disbursements to underwriters not customarily paid by the issuers of securities in a
secondary offering, including underwriting fees, discounts and commissions and transfer taxes, if any, attributable to the sale
of Registrable Securities.


 



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Section 4.6           Indemnification.


 


              (a)          Indemnification by the Company. The Company agrees to indemnify
and hold harmless, to the full extent permitted by law, each Holder who elects to have Registrable Securities included in a Registration
Statement and each of its affiliates, officers, directors, stockholders, employees, advisors, and agents and each Person who controls
(within the meaning of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”))
such Persons and each of their respective representatives from and against any and all losses, penalties, judgments, suits, costs,
claims, damages, liabilities and expenses, joint or several (including reasonable costs of investigation and legal expenses) (each,
a “Loss” and collectively “Losses”) arising out of or based upon (i) any untrue or alleged
untrue statement of a material fact contained in any Registration Statement under which such Registrable Securities were registered
under the Securities Act (including any final, preliminary or summary prospectus contained therein or any amendment thereof
or supplement thereto or any documents incorporated by reference therein), or any other disclosure document produced by or on behalf
of the Company or any of its subsidiaries including, without limitation, reports and other documents filed under the Exchange Act,
(ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements
therein (in the case of a prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading
or (iii) any actions or inactions or proceedings in respect of the foregoing whether or not such indemnified party is a party thereto;
provided, however, that the Company shall not be liable to any particular indemnified party (x) to the extent that any such Loss
arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such
Registration Statement in reliance upon and in conformity with written information furnished to the Company by such indemnified
party expressly for inclusion in such Registration Statement or (y) to the extent that any such Loss arises out of or is based
upon an untrue statement or omission in a preliminary prospectus relating to Registrable Securities, if a prospectus (as then amended
or supplemented) that would have cured the defect was furnished to the indemnified party from whom the Person asserting the claim
giving rise to such Loss purchased Registrable Securities at least 5 days prior to the written confirmation of the sale of the
Registrable Securities to such Person and a copy of such prospectus (as amended and supplemented) was not sent or given by or on
behalf of such indemnified party to such Person at or prior to the written confirmation of the sale of the Registrable Securities
to such Person. This indemnity shall be in addition to any liability the Company may otherwise have. Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf of the applicable holder of Registrable Securities
or any indemnified party and shall survive the transfer of such securities by such holder. The Company shall also indemnify underwriters,
selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers
and directors and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the
same extent as provided above with respect to the indemnification of the indemnified parties.


 


(b)          Indemnification
by Holder. Each Holder who elects to have Registrable Securities included in a Registration Statement (and such Registrable
Securities are actually included therein) agrees to severally and not jointly indemnify and hold harmless, to the fullest extent
permitted by law, the Company, its directors and officers and each Person who controls the Company (within the meaning of the Securities
Act or the Exchange Act) from and against any Losses resulting from (i) any untrue statement of a material fact in any Registration
Statement in which such Holder elected to include Registrable Securities (including any final, preliminary or summary prospectus
contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or (ii) any
omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case
of a prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, to the extent,
but only to the extent, that such untrue statement or omission arises solely in reliance upon and in conformity with written information
furnished to the Company by such Holder expressly for inclusion in such Registration Statement and such untrue or omission has
not been corrected by such Holder in a subsequent writing delivered to the Company in a reasonable period of time prior to the
filing of such Registration Statement or prospectus with the SEC. In no event shall the liability of such Holder hereunder be greater
in amount than the dollar amount of the net proceeds received by such selling Holder as a result of the applicable the sale of
its Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities
from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution,
to the same extent as provided above with respect to information furnished in writing by such Persons specifically for inclusion
in any prospectus or Registration Statement.


 



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(c)          Conduct
of Indemnification Proceedings. Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the
indemnifying party of any claim with respect to which it seeks indemnification (provided that any delay or failure to so notify
the indemnifying party shall relieve the indemnifying party of its obligations hereunder only to the extent, if at all, that it
is actually and materially prejudiced by reason of such delay or failure) and (ii) permit such indemnifying party to assume the
defense of such claim with counsel reasonably satisfactory to the indemnified party; provided, however, that any Person entitled
to indemnification hereunder shall have the right to select and employ separate counsel and to participate in the defense of such
claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (i) the indemnifying party has agreed
in writing to pay such fees or expenses, (ii) the indemnifying party shall have failed to assume the defense of such claim within
a reasonable time after receipt of notice of such claim from the Person entitled to indemnification hereunder and employ counsel
reasonably satisfactory to such Person, (iii) the indemnified party has reasonably concluded (based upon advice of its counsel)
that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available
to the indemnifying party, or (iv) in the reasonable judgment of any such Person (based upon advice of its counsel) a conflict
of interest may exist between such Person and the indemnifying party with respect to such claims (in which case, if the Person
notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense (which has to be reasonable)
of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such
Person). If the indemnifying party assumes the defense, the indemnifying party shall not have the right to settle such action without
the consent of the indemnified party. No indemnifying party shall consent to entry of any judgment or enter into any settlement
which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of an
unconditional release from all liability in respect to such claim or litigation. If such defense is not assumed by the indemnifying
party, the indemnifying party will not be subject to any liability for any settlement made without its prior written consent, but
such consent may not be unreasonably withheld. It is understood that the indemnifying party or parties shall not, in connection
with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements or other
charges of more than one separate firm admitted to practice in such jurisdiction at any one time unless (x) the employment of more
than one counsel has been authorized in writing by the indemnifying party or parties, (y) an indemnified party has reasonably concluded
(based on the advice of counsel) that there may be legal defenses available to it that are different from or in addition to those
available to the other indemnified parties or (z) a conflict or potential conflict exists or may exist (based upon advice of counsel
to an indemnified party) between such indemnified party and the other indemnified parties, in each of which cases the indemnifying
party shall be obligated to pay the reasonable fees and expenses of such additional counsel or counsels.


 


(d)          Contribution.
If for any reason the indemnification provided for in paragraphs (a) and (b) of this Section is unavailable to an indemnified party
or insufficient in respect of any Losses referred to therein, then the indemnifying party shall contribute to the amount paid or
payable by the indemnified party as a result of such Loss (i) in such proportion as is appropriate to reflect the relative fault
of the indemnifying party on the one hand and the indemnified party or parties on the other hand in connection with the acts, statements
or omissions that resulted in such losses, as well as any other relevant equitable considerations. In connection with any Registration
Statement filed with the SEC by the Company, the relative fault of the indemnifying party on the one hand and the indemnified party
on the other hand shall be determined by reference to, among other things, whether any untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying
party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct
or prevent such statement or omission. The parties hereto agree that it would not be just or equitable if contribution pursuant
to this subsection (d) were determined by pro rata allocation or by any other method of allocation that does not take account of
the equitable considerations referred to in the immediately preceding paragraph. No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty
of such fraudulent misrepresentation. The amount paid or payable by an indemnified party as a result of the Losses referred to
in Sections 4.6(a) and 4.6(b) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding
the provisions of this subsection (d), in connection with any Registration Statement filed by the Company, a selling holder of
Registrable Securities shall not be required to contribute any amount in excess of the dollar amount of the net proceeds received
by such holder under the sale of Registrable Securities giving rise to such contribution obligation.


 



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Section 4.7           Rule
144 Compliance. The Company covenants that it will use its reasonable best efforts to file the reports required to be filed
by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if the Company
is not required to file such reports, it will, upon the request of any holder of Registrable Securities, make publicly available
such necessary information for so long as necessary to permit sales pursuant to Rules 144 under the Securities Act), and take such
further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to
enable such holder to sell Registrable Securities in compliance with (i) Rule 144 under the Securities Act, as such Rule may be
amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of a Holder, the
Company will deliver a written statement as to whether it has complied with such requirements and, if not, the specifics thereof.


 


Section 4.8           Rule
415. Notwithstanding anything to the contrary contained in this Article IV, in the event the staff of the SEC (the “Staff”)
or the SEC seeks to characterize any offering pursuant to a Shelf Registration Statement filed pursuant to this Agreement
as constituting an offering of securities by, or on behalf of, the Company, or in any other manner, such that the Staff
or the SEC do not permit such Shelf Registration Statement to become effective and used for resales in a manner that
does not constitute such an offering and that permits the continuous resale at the market by the holders of Registrable Securities
participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,”
then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all holders of Registrable
Securities participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement
to become effective as aforesaid. In making such reduction, the Company shall reduce the number of shares to be included by
all holders of Registrable Securities participating therein on a pro rata basis (based upon the number of Registrable Securities
otherwise required to be included for each such holder) unless the inclusion of shares by a particular holder or a particular set
of holders are resulting in the Staff or the SEC’s “by or on behalf of the Company” offering position, in
which event the shares held by such holder or set of holders shall be the only shares subject to reduction (and if by a set of
holders on a pro rata basis by such holders or on such other basis as would result in the exclusion of the least number of shares
by all such holders).  In addition, in the event that the Staff or the SEC requires any holder of Registrable Securities seeking
to sell securities under a Shelf Registration Statement filed pursuant to this Agreement to be specifically identified
as an “underwriter” in order to permit such Shelf Registration Statement to become effective, and such holder
does not consent to being so named as an underwriter in such Shelf Registration Statement, then, in each such case, the Company shall
reduce the total number of Registrable Securities to be registered on behalf of such holder, until such time as
the Staff or the SEC does not require such identification or until such holder accepts such identification and the manner thereof. Any
reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities, if any such securities
are permitted by the holders to be included. In the event of any reduction in Registrable Securities pursuant to this
Section 4.8, an affected holder thereof shall have the right to require, upon delivery of a written request to the Company
signed by such holder, the Company to file a registration statement within thirty (30) days of such request (subject to any restrictions
imposed by Rule 415 or required by the Staff or the SEC) for resale by such holder in a manner acceptable to such holder,
and the Company shall following such request cause to be and keep effective such registration statement in the same manner
as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i)
all Registrable Securities held by such holder have been registered and sold pursuant to an effective Registration Statement in
a manner acceptable to such holder or (ii) such holder agrees to be named as an underwriter in any such Registration Statement
in a manner acceptable to such holder as to all Registrable Securities held by such holder and that have not theretofore been included
in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be
exercised by a holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale
thereof by such holder as contemplated above).


 



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Section 4.9           Deemed
Holdings. For purposes of determining whether a holder holds or owns Registrable Securities under this Article IV, it is expressly
understood and agreed that (i) Mark Global shall be deemed to own and hold all Registrable Securities held by Mark Global, Rakishev
and any other Person controlled by Rakishev (expressly excluding the Company if Rakishev Controls the Company) and such Registrable
Securities shall be deemed to be Mark Global’s Registrable Securities and (ii) Zoi shall be deemed to own and hold all Registrable
Securities held by TGR, Zoi and any other Person controlled by Zoi (expressly excluding the Company if Zoi Controls the Company)
and such Registrable Securities shall be deemed to be Zoi’s Registrable Securities.


 


Article
V


TRANSFER RESTRICTIONS


 


Section 5.1           Tag
Along Rights.


 


(a)          In
the case of a proposed Transfer by TGR, Zoi or any of their Permitted Transferees (a “Transferring Shareholder”)
of any or all of its shares of Company Common Stock, other than (i) to the Company, (ii) to a Permitted Transferee, (iii) a De
Minimis Transfer, (iv) any Transfer to the public pursuant to Rule 144 under the Securities Act or (v) any Transfer to the public
pursuant to any Registration Statement, provided that, if the transaction was an Underwritten Offering, Mark Global and Rakishev
had the opportunity of participating in the Underwritten Offering pari passu with TGR, Mark Global, Rakishev or any of their
Permitted Transferees (a “Tagging Shareholder”) shall, to the fullest extent permitted by applicable law, have
the right to participate in such sale by selling to the proposed Transferee (a “Proposed Transferee”) up to
a number of its shares of Company Common Stock equal to the product of (A) the total number of shares of Company Common Stock proposed
to be Transferred by the Transferring Shareholder multiplied by (B) a fraction, the numerator of which is the aggregate number
of shares of Company Common Stock owned by such Tagging Shareholder and the denominator of which is the aggregate number of shares
of Company Common Stock owned by TGR, Zoi, Mark Global, Rakishev and each of their Permitted Transferees collectively. Transferring
Shareholder shall take such lawful actions as may be reasonably requested by Tagging Shareholder to facilitate the closing of the
applicable transaction and to effectuate the provisions of this Section 5.1.


 


(b)          In
connection with any transaction to which Section 5.1(a) hereof shall be applicable, the Transferring Shareholder shall give notice
to Mark Global, Rakishev and each of their Permitted Transferees of a proposed Transfer not later than twenty (20) Business Days
prior to the closing of the proposed Transfer, setting forth the number of shares of Company Common Stock proposed to be so Transferred,
the name and address of the Proposed Transferee, the proposed amount and form of consideration (and, if such consideration consists
in part or in whole of property other than cash, the Transferring Shareholder shall provide such information, to the extent reasonably
available to the Transferring Shareholder, relating to such non-cash consideration as Mark Global and Rakishev may reasonably request
in order to evaluate such non-cash consideration), and other terms and conditions of payment offered by the Proposed Transferee.
The Transferring Shareholder shall deliver or cause to be delivered to each Tagging Shareholder copies of all transaction documents
relating to the Proposed Transfer as the same become available. The tag-along rights provided by this Section 5.1 must be exercised
by the Tagging Shareholder within ten (10) Business Days following receipt of the notice required by the first sentence of this
Section 5.1(b), by delivery of a written notice to the Transferring Shareholder indicating its desire to exercise its rights and
specifying the number of shares of Company Common Stock it desires to Transfer.


 



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(c)          Any
Transfer of shares of Company Common Stock by a Tagging Shareholder to a Proposed Transferee pursuant to this Section 5.1 shall
be on the same terms and conditions (including, without limitation, price, time of payment and form of consideration) as to be
paid to the Transferring Shareholder; provided that in order to be entitled to exercise its tag along right pursuant to this Section
5.1, each Tagging Shareholder must agree to make to the Proposed Transferee representations, warranties, covenants, indemnities
and agreements the same mutatis mutandis as those made by the Transferring Shareholder in connection with the Proposed Transfer
(other than any non-competition or similar agreements or covenants that would bind the Tagging Shareholder or its Affiliates),
and agree to the same conditions to the Proposed Transfer as the Transferring Shareholder agrees, it being understood that all
such representations, warranties, covenants, indemnities and agreements shall be made by the Transferring Shareholder and each
Tagging Shareholder severally and not jointly and that, except with respect to individual representations, warranties, covenants,
indemnities and other agreements of the Tagging Shareholder as to the unencumbered title to its shares of Company Common Stock
and the power, authority and legal right to Transfer such shares of Company Common Stock, the aggregate amount of the liability
of the Tagging Shareholder shall not exceed either (i) such Tagging Shareholder’s pro rata portion of any such liability
to be determined in accordance with such Tagging Shareholder’s portion of the total number of shares of Company Common Stock
included in such Transfer or (ii) the proceeds to such Tagging Shareholder in connection with such Transfer. Each Tagging Shareholder
shall be responsible for its proportionate share of the costs of the Proposed Transfer to the extent not paid or reimbursed by
the Proposed Transferee or the Company.


 


Section 5.2           Rights
and Obligations of Transferees. Any transfer of shares of Company Common Stock to a Permitted Transferee shall be permitted
hereunder only if the transferee of such shares of Company Common Stock agrees in writing that it shall, upon such Transfer, assume
with respect to such shares of Company Common Stock the transferor’s obligations under this Agreement and become a party
to this Agreement for such purpose, and any other agreement or instrument executed and delivered by such transferor in respect
of the shares of Company Common Stock.


 


Section 5.3           Termination
of Transfer Restrictions. The provisions of this Article V shall terminate and be of no further force and effect upon the earlier
of (i) the date on which TGR or its Permitted Transferees cease to hold collectively 15% of the outstanding Company Common Stock
or (ii) the date on which Mark Global, Rakishev or their Permitted Transferees ceases to hold collectively 5% of the outstanding
Company Common Stock.


 


Section 5.4           Legend.
The Company shall cause its Transfer Agent, and the Holders shall use their best efforts to cooperate with the Company and the
Transfer Agent, to place a legend on the Registrable Securities indicating that such Registrable Securities are bound by and subject
to the terms of this Agreement.


 



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Article
VI


GENERAL PROVISIONS


 


Section 6.1           Assignment;
Benefit.


 


             (a)            The rights and obligations hereunder shall not be assignable
without the prior written consent of the other parties hereto except that each of Mark Global or Rakishev, on the one hand, and
TGR or Zoi, on the other hand, may transfer shares of Company Common Stock owned by it or him to any other entity controlled by
Rakishev or Zoi, as the case may be, and upon execution of a joinder to this Agreement by the new entity, such new entity shall
have the rights and obligations of the transferee. Any assignment of rights or obligations in violation of this Section 6.1 shall,
to the fullest extent permitted by law, be null and void.


 


(b)          This
Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and their respective successors and permitted
assigns, and there shall be no third-party beneficiaries to this Agreement other than the indemnitees under Section 4.6.


 


Section 6.2           Termination.
This Agreement shall terminate after each of Mark Global and its Affiliates, on the one hand, and TGR and its Affiliates, on the
other hand, shall have transferred all shares of Company Common Stock owned by them to an unrelated third party. In addition, upon
the written request of Mark Global at any time and from time to time, the terms of Article III and/or Article V of this Agreement
may be terminated, and in such cases all other provisions of this Agreement shall survive notwithstanding such partial termination.


 


Section 6.3           Severability.
In the event that any provision of this Agreement shall be invalid, illegal or unenforceable such provision shall be construed
by limiting it so as to be valid, legal and enforceable to the maximum extent provided by law and the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 6.4           Entire
Agreement; Amendment.


 


(a)          This Agreement sets forth the entire understanding
and agreement between the parties with respect to the subject matter hereof and supersedes and replaces any prior understanding,
agreement or statement of intent, in each case written or oral, of any kind and every nature with respect hereto. No provision
of this Agreement may be amended, modified or waived in whole or in part at any time without an agreement in writing executed by
each of the parties hereto.


 


(b)          No
waiver of any breach of any of the terms of this Agreement shall be effective unless such waiver is expressly made in writing and
executed and delivered by the party against whom such waiver is claimed. The waiver by any party hereto of a breach of any provision
of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other
or subsequent breach. Except as otherwise expressly provided herein, no failure on the part of any party to exercise, and no delay
in exercising, any right, power or remedy hereunder, or otherwise available in respect hereof at law or in equity, shall operate
as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or
further exercise thereof or the exercise of any other right, power or remedy.


 


Section 6.5           Counterparts.
This Agreement may be executed in any number of separate counterparts each of which when so executed shall be deemed to be an original
and all of which together shall constitute one and the same agreement. This Agreement may be executed and delivered by facsimile
or PDF and, upon such delivery, the facsimile or PDF signature will be deemed to have the same effect as if the original signature
had been delivered to the other parties hereto.


 


Section 6.6           Notices.
Unless otherwise specified herein, all notices, consents, approvals, reports, designations, requests, waivers, elections and other
communications authorized or required to be given pursuant to this Agreement shall be in writing and shall be given, made or delivered
(and shall be deemed to have been duly given, made or delivered upon receipt) by personal hand-delivery, by facsimile transmission,
by electronic mail, by mailing the same in a sealed envelope, registered first-class mail, postage prepaid, return receipt requested,
or by air courier guaranteeing overnight delivery, addressed to the Shareholder at the addresses set forth on the signature page
to this Agreement (or at such other address for a Shareholder as shall be specified by like notice).


 



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Section 6.7           Independent
Auditors; Books and Records; Inspection.


 


(a)          The
books of account and records of the Company shall be audited as of the end of each fiscal year by a firm of independent public
accountants selected by the Board of Directors or the Audit Committee of the Board of Directors.


 


(b)          The
books and records of the Company shall be available for inspection by each of TGR and Mark Global at the principal office and place
of business of the Company.


 


Section 6.8           Governing
Law. THIS AGREEMENT AND ANY RELATED DISPUTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.


 


Section 6.9           Jurisdiction.


 


(a)          To
the fullest extent permitted by law, each of the Parties unconditionally and irrevocably agrees to submit to the exclusive jurisdiction
of the state and federal courts located in Wilmington, Delaware for any suit, action or proceeding seeking to enforce any provision
of, or based on any matter arising out of or in connection with, this Agreement and hereby irrevocably waives, to the fullest extent
permitted by applicable law, and agrees not to assert any objection, whether as a defense or otherwise, that such Party may now
or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action
or proceeding that is brought in any such court has been brought in an inconvenient forum or that such suit, action or proceeding
may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate, or that this Agreement
may not be enforced in or by such courts. To the fullest extent permitted by law, each Party agrees that a final non-appealable
judgment in any such suit, action or proceeding shall be conclusive and may be enforced in any other jurisdiction in which a Party
may be found or may have assets by suit on the judgment or in any other manner provided by applicable law, and agrees to the fullest
extent permitted by law to consent to the enforcement of any such judgment and not to oppose such enforcement or to seek review
on the merits of any such judgment in any such jurisdiction.


 


(b)          To
the fullest extent permitted by law, each of the Parties hereby irrevocably consents to the service of process outside the territorial
jurisdiction of such courts in any suit, action or proceeding by giving copies thereof by overnight courier to the address of such
Party specified in section 6.6 and such service of process shall be deemed effective service of process on such Party; provided,
however, that the foregoing shall not limit the right of any Party to effect service of process on the other Party by any
other legally available method.


 


Section 6.10         Waiver
of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTY HERETO WAIVES, AND COVENANTS
THAT SUCH PARTY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT
OF ANY ISSUE, CLAIM OR PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH THE DEALINGS
OF ANY PARTY HERETO OR THE COMPANY IN CONNECTION WITH ANY OF THE ABOVE, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING
AND WHETHER IN CONTRACT, TORT OR OTHERWISE.


 



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Section 6.11         Specific
Performance. It is hereby agreed and acknowledged that it will be impossible to measure in money the damages that would be
suffered if the parties fail to comply with any of the obligations herein imposed on them by this Agreement and that, in the event
of any such failure, an aggrieved party will be irreparably damaged and will not have an adequate remedy at law. Any such party
shall, therefore, be entitled (in addition to any other remedy to which such party may be entitled at law or in equity) to injunctive
relief, including specific performance, to enforce such obligations, without the posting of any bond, and if any action should
be brought in equity to enforce any of the provisions of this Agreement, none of the parties hereto shall raise the defense that
there is an adequate remedy at law.


 


Section 6.12         Subsequent
Acquisition of Shares. Any securities of the Company acquired subsequent to the date hereof by a Shareholder shall be subject
to the terms and conditions of this Agreement.


 


Section 6.13         Effective
Time of this Agreement. Notwithstanding anything contained in this agreement to the contrary, this Agreement shall not be effective
(other than this Section 6.13) until 12:01 a.m. (New York time) on the first (1st) Business Day immediately following
the date on which Mark Global, together with its Affiliates, has beneficial ownership (as determined under Section 13(d) of the
Exchange Act and the rules and regulations promulgated thereunder by the SEC) of greater than 10% of the Company Common Stock.


 


[SIGNATURE PAGE FOLLOWS]


 



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IN WITNESS WHEREOF, the
parties have duly executed this Agreement as of the day and year first above written.


 





	 	NET ELEMENT, INC.
	 	 	 
	 	By:	/s/ Mike Zoi
	 	 	Name:	 
	 	 	Title:	 
	 	 	Address:	Net Element, Inc. 
	 	 	 	1450 S. Miami Ave
	 	 	 	Miami, FL 33130
	 	 	 	Attention: CFO
	 	 	Facsimile: 	(305) 358-7876


 


	 	MARK GLOBAL CORPORATION
	 	 	 
	 	By:	/s/ Nurlan Abduov
	 	 	Name: Nurlan Abduov
	 	 	Title:   Director
	 	 	Address:	Mark Global Corporation
	 	 	 	c/o Trident Trust Company (B.V.I.) Limited
	 	 	 	Trident Chambers, P.O. Box 146
	 	 	 	Road Town, Tortola
	 	 	 	British Virgin Islands
	 	 	Facsimile:


 


	 	 
	 	With a copy to:
	 	Greenberg Traurig, LLP
	 	200 Park Avenue
	 	Florham Park, NJ 07932
	 	Attention: Robert I. Wexler, Esquire
	 	Telephone:  (973) 443-3565
	 	Facsimile:  (973) 301-8410


 


	 	TGR CAPITAL, LLC
	 	 
	 	By:	ENERFUND, LLC, its sole Member
	 	 	 
	 	 	By: 	/s/ Mike Zoi
	 	 	 	Mike Zoi, Managing Member


 


	 	 	Address:	TGR Capital, LLC
	 	 	 	1450 S. Miami Ave
	 	 	 	Miami, FL 33130
	 	 	 	Attention: CFO
	 	 	Facsimile:	(305) 358-7876







 


[Signatures continue on next page.]


 



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	 	ENERFUND, LLC, a Florida limited liability company
	 	 
	 	 	By:  	/s/ Mike Zoi
	 	 	 	Mike Zoi, Managing Member
	 	 	 	 	 
	 	 	Address: 	TGR Capital, LLC
	 	 	 	 	1450 S. Miami Ave
	 	 	 	 	Miami, FL 33130
	 	 	 	 	Attention: CFO
	 	 	 	 	Facsimile:  (305) 358-7876


 


	 	MZ CAPITAL, LLC, a Florida limited liability company
	 	 
	 	 	By:	/s/ Mike Zoi
	 	 	 	Mike Zoi, Managing Member
	 	 	 	 	 
	 	 	Address: 	TGR Capital, LLC
	 	 	 	 	1450 S. Miami Ave
	 	 	 	 	Miami, FL 33130
	 	 	 	 	Attention: CFO
	 	 	 	 	Facsimile:  (305) 358-7876


 


	 	MZ CAPITAL, LLC, a Delaware limited liability company
	 	 
	 	 	By:	/s/ Mike Zoi
	 	 	 	Mike Zoi, Manager
	 	 	 	 	 
	 	 	Address:	TGR Capital, LLC
	 	 	 	 	1450 S. Miami Ave
	 	 	 	 	Miami, FL 33130
	 	 	 	 	Attention: CFO
	 	 	 	 	Facsimile:  (305) 358-7876


 


	 	/s/ Kenges Rakishev
	 	Kenges Rakishev
	 	 
	 	/s/ Mike Zoi
	 	Mike Zoi


 






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