LEASE AGREEMENT


 


For


 


1450 South Miami Avenue


 


Miami, Florida 33130


 


 


 


 


 


 


	LANDLORD:	1450 South Miami, LLC, a Florida limited liability company
	 	 
	TENANT:	Net Element, Inc., a Delaware corporation
	 	 
	SQUARE FEET:	6,500 Square Feet of Net Rentable Area
	 	 
	INITIAL LEASE TERM:	Fourteen (14) months
	 	 
	LEASE EXECUTION DATE:	October 8 2010


 


 



    	 



    	 



    

 


LEASE AGREEMENT FOR 1450 SOUTH MIAMI
AVENUE


 


THIS LEASE AGREEMENT
FOR 1450 South Miami Avenue (the “Lease”), is made and entered into on the 8th day of October, 2010 (“Effective
Date”), by and between 1450 South Miami, LLC, a Florida limited liability company (“Landlord”), and
Net Element, Inc., a Delaware corporation (“Tenant”).


 


WITNESSETH:


 


1.     LEASE
GRANT. Subject to and upon the terms herein set forth, Landlord leases to Tenant and Tenant leases from Landlord the
real property described on Exhibit A with all improvements located thereon (the “Premises”), including
a two (2) story office building located at 1450 South Miami Avenue, Miami, Florida 33130 (the “Building”). The
Premises are stipulated for all purposes to contain 6,500 square feet of net rentable area.


 


2.    LEASE
TERM.


 


2.1    This Lease shall
continue in force during a period commencing on the date that the Landlord delivers the Premises to Tenant and makes the Premises
accessible to Tenant (the “Commencement Date”) and continuing until the last day of the calendar month occurring
fourteen (14) full months after the Commencement Date (the “Lease Term”), or any extension thereof as provided
for herein, unless this Lease is sooner terminated or extended to a later date under any other term or provision of this Lease.
Landlord shall, following the Commencement Date, notify Tenant of the occurrence thereof in the form of the Commencement Date Letter
attached hereto as Exhibit B. The Commencement Date established by Landlord in such agreement shall be conclusively binding
upon Tenant, whether or not Tenant executes such Commencement Date Letter, unless Tenant gives written notice to Landlord within
five (5) business days following its receipt of the Commencement Date Letter from Landlord that it disputes the date established
by Landlord.


 


2.2    Tenant shall have
one (1) option to renew this Lease, such option shall be for an additional twelve (12) month period, provided that Tenant has not
been in default under this Lease at any time. Tenant shall deliver written notice to Landlord of its desire to exercise this option
no later than three (3) months prior to the expiration of the Lease Term. The rent for the renewal option will be $29.00 per square
foot plus any and all applicable taxes. Holding over by Tenant shall not be deemed an exercise of the renewal option.


 


3.    CONDITION
OF PREMISES.


 


3.1    Prior to the Commencement
Date, Landlord will remove all furniture in the Building on the Premises, except for the three (3) work stations, including but
not limited to, three (3) chairs, and the furniture in the southeast comer office on the second floor.


 


3.2    The Premises shall
be delivered by Landlord on the Commencement Date to Tenant in an “as-is where-is” condition, except for the repairs
specified herein below. Prior to the Commencement Date, Landlord will: (i) repair the elevator door on the second floor; (ii) provide
tiles in the east stairwell; (iii) have the carpet stretched in a commercially reasonably manner; (iv) repair the men’s bathroom
on the second floor; (v) repair or replace any broken or stained ceiling tiles throughout the Premises; (vi) provide touch-up paint
where necessary; and (vii) shall install a new or move the existing monitor connection in the large second floor conference room
to the West wall.



    	     



    	 



    

 


4.    USE.


 


4.1    Tenant will use
and occupy the Premises for general office use only. Tenant will comply with all applicable laws, ordinances, rules and regulations
of governmental authorities and agencies with respect to the condition, use or occupancy of the Premises.


 


4.2    Notwithstanding
the provisions of Section 4.1, Tenant agrees not to use or permit the use of the Premises for any purpose which is illegal, dangerous
to life, limb or property or which, in Landlord’s reasonable opinion, creates a nuisance or which would increase the cost
of insurance coverage with respect to the Building.


 


5.    BASE
RENT.


 


5.1    During the Lease
Term, the rent shall be $27.00 per square foot, plus any applicable sales tax (“Base Rent”). Base Rent shall
be due and payable in thirteen (13) equal installments on the first day of each calendar month during the initial term of this
Lease and any extensions or renewals thereof (the payments do include the separate payment of the first months rent, but do not
include the Rent Deposit (as defined in Section 5.6 below), nor the Security Deposit (as defined in Section 5.6 below) nor the
month of free rent otherwise mentioned in this Lease). Tenant agrees to pay all such sums in advance, without notice or demand,
and without any setoff or deduction whatsoever. In the event that the first month of the Lease Term (which shall be treated as
the free rent month) is a partial calendar month, then the rent for such month shall be prorated to reflect the number of days
included in such partial month and the balance of free days shall be allocated to the next month’s rent but in no event shall
the term of the lease include less than 13 monthly payments of $14,625.00 ($190,125.00) plus sales tax. The Base Rent during the
Lease Term shall be calculated as follows:


 


	 	
        Per Sq. Ft.

         
	Annually	Monthly
	
        30 days Free Rent

         
	$00.00	
        N/A

         
	N/A
	
        Rent

         
	$27.00	$175,500.00	$14,625.00
	
        Sales Tax 7.00%

         
	
        $1.89

         
	$12,285.00	$1,023.75
	
        Total Payment:

         
	$28.89	$187,785.00	
        $15,648.75

         



 


5.2    Tenant shall pay
such Base Rent and any adjustments thereto to Landlord at Landlord’s address provided herein (or such other address as may
be designated by Landlord in writing from time to time). All rent shall be payable in lawful money of the United States of America,
drawn on a financial institution with an office in the United States of America.



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5.3    If the Lease Term
commences on a day other than the first day of the month, then the installments of Base Rent and any adjustments thereto for such
month or months shall be prorated, based on the number of days in such month.


 


5.4    All installments
of rent not paid when due shall bear interest at the lesser of: (i) 1.5% per month; or (ii) the maximum rate permitted by law until
paid.


 


5.5    Tenant shall pay
all sales and use taxes levied or assessed against all rent payments due under this Lease simultaneously with each rent payment
required.


 


5.6    Prior to the Commencement
Date, Tenant shall pay Landlord: (i) an amount equal to one (1) month of Base Rent under the Lease, as first month’s rent,
plus all applicable sales tax, to be applied by Landlord to any rent payments; (ii) an amount equal to one (1) month of Base Rent
under the Lease as a rent deposit, plus applicable sales tax (the “Rent Deposit”), to be applied by Landlord
to any rent payments; and (iii) an amount equal to one (1) month of Base Rent, without sales tax, as a security deposit to be applied
by Landlord to any rent payment and or damages to the Premises under the Lease (the “Security Deposit”). Tenant
shall receive one (1) month of free Base Rent starting at the Commencement Date.


 


6.    SERVICES
TO BE FURNISHED BY LANDLORD.


 


6.1    Landlord agrees
to furnish Tenant the following services (herein called “Defined Services”):


 


(a)    Landlord shall
maintain the public and common areas of the Building, including corridors, the mechanical, plumbing, the HVAC system and electrical
equipment solely serving the Building, the structure itself, including the roof of the Building, and the exterior common areas
in reasonably good order and condition, except for damage occasioned by Force Majeure (as defined in Section 31 below) or damage
occasioned by the act of Tenant, its employees, agents, invitees or licensees, which damage shall be repaired by Landlord at Tenant’s
expense.


 


(b)    Landlord shall
have no liability to Tenant, its employees, agents, invitees or licensees for losses due to theft or burglary, or for damages done
by persons (other than Landlord) on the Premises and neither shall Landlord be required to insure against such losses. Tenant shall
cooperate fully in Landlord’s efforts, if any, to maintain safety measures in the Building and shall follow all regulations
promulgated by Landlord with respect thereto.


 


6.2    The failure by
Landlord to any extent to furnish, or the interruption or termination of, the Defined Services in whole or in part, resulting from
causes beyond the reasonable control of Landlord shall not render Landlord liable in any respect nor be construed as an eviction
(constructive or otherwise) of Tenant, nor allow for an offset or abatement of rent, nor relieve Tenant from the obligation to
fulfill any covenant or agreement of this Lease.



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6.3    Should any of
the equipment or machinery used in the provision of Defined Services, for any cause, cease to function properly, Tenant shall have
no claim for offset or abatement of rent or damages on account of an interruption in service occasioned thereby or resulting therefrom.


 


6.4    Tenant shall not
be entitled to an abatement of rent (with respect to that portion of the Premises that has been made untenantable) in the event
of a stoppage or interruption of any Defined Services that continue for more than five (5) consecutive days, unless such stoppage
is caused by the gross negligence or willful misconduct of Landlord..


 


6.5    Except as otherwise
expressly provided herein, Landlord shall not be required to perform any maintenance on or make any repairs to the Premises.


 


7.    SIGNS.
Tenant has the right to use the existing two (2) monument signs on the Premises subject to applicable law and Landlord’s
prior written approval. Tenant shall bear the sole cost and expense of installation, maintenance and removal at the end of the
Term of Tenant’s signs. Landlord shall be responsible for the electrical service to the sign and the light bulbs working
properly.


 


8.    CARE
OF THE PREMISES BY TENANT. Tenant will, at its own expense, take good care of and will be responsible for all maintenance,
upkeep and non-structural repair and replacement of the interior portion and of all plumbing, electrical fixtures and equipment
in the Premises. Tenant shall maintain the Premises in good repair and in a clean, attractive condition. Tenant shall not commit
or allow any waste to be committed on any portion of the Premises, and, at the termination of this Lease, Tenant shall deliver
the Premises to Landlord in as good condition as of the Commencement Date, ordinary wear and use excepted.


 


9.    REPAIRS
AND ALTERATIONS BY TENANT.


 


9.1    Tenant shall,
at Tenant’s own cost and expense, repair any damage done to the Building, or any part thereof, including replacement of damaged
portions or items, caused by Tenant or Tenant’s agents, employees, invitees, or visitors, and Tenant covenants and agrees
to make all such repairs as may be required to restore the Building to as good a condition as it was in prior to such damage.


 


9.2    All such work
or repairs by Tenant shall be effected in compliance with all Laws (as defined in Section 13); provided, however, if Tenant fails
to make such repairs or replacements promptly, Landlord may, at its option, make repairs or replacements, and Tenant shall pay
the cost thereof (plus a 15% service charge) to Landlord within ten (10) days of Landlord’s written demand therefor, as additional
rent.


 


9.3    Tenant agrees
with Landlord not to make or allow to be made any alterations, additions and/or improvements to the Premises, without first obtaining
the prior written consent of Landlord in each such instance; provided however, that the improvements listed on Exhibit C
attached hereto shall be deemed approved by Landlord. In the event that Landlord consents to any addition, alteration or improvement,
such shall be at Tenant’s sole cost and expense.



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9.4    Any and all alterations
to the Premises shall become the property of Landlord upon termination of this Lease (except for movable equipment or furniture
owned by Tenant). Landlord may, nonetheless, by notice to Tenant given at the time that Landlord consents to such alteration under
Section 9.3 hereof, require Tenant to remove any and all fixtures, equipment and other improvements installed on the Premises and
restore the Premises to the same condition that the Premises was in on the Commencement Date. If Landlord so requires and Tenant
fails to remove such improvements, Landlord may remove such improvements at Tenant’s cost, and Tenant shall pay Landlord
on demand within five (5) business days of Landlord’s written demand, as additional rent, the cost of restoring the Premises.


 


9.5    Tenant shall assure
that any contractors performing any alterations or improvements to benefit Tenant abide by the Laws (as defined in Section 13 below),
and Tenant shall be liable for the noncompliance of all such work by contractors engaged by, through or under Tenant (and not engaged
by Landlord).


 


10.    UTILITIES.
In addition to the Base Rent, and any additional rent specified herein, Tenant shall pay for all janitorial services, including
but not limited to, the payment of all bathroom supplies.


 


11.    ELECTRIC
AND TELEPHONE UTILITIES. Tenant shall be responsible for and pay for telephone utilities provided to the Premises, all
internet service, cable and television service and any alarm and/or security systems


 


12.    PARKING.


 


12.1    During the term
of this Lease, Tenant shall have the right to use eleven (11) parking spaces on the site. Except as provided in the sentence above,
Tenant shall not be entitled to any additional parking spaces unless otherwise agreed to by Landlord and Tenant in writing. Landlord
shall have the right to reserve such parking spaces as it elects and condition use thereof on such terms as it elects.


 


12.2    The parking areas
may be used by Tenant’s employees, guests and invitees only when such person is working in the Building, and the parking
areas may not be used for the storage of vehicles or for the servicing of vehicles (except for emergency road service to address
issues such as dead batteries or keys locked within a vehicle).


 


13.    LAWS,
REGULATIONS AND RULES.


 


13.1    Tenant shall
comply with all applicable laws, ordinances, rules and regulations of any governmental entity, agency, or authority having jurisdiction
of the Premises or Tenant’s use of the Premises (the “Laws”).


 


13.2    Tenant shall
comply with any Building rules and regulations adopted by Landlord from time to time and will cause all of its agents, employees,
invitees and visitors to do so. All changes to such rules will be furnished by Landlord to Tenant in writing.


 


14.    ENTRY
BY LANDLORD. Tenant shall permit Landlord or its agents or representatives, upon reasonable prior notice (Landlord shall
use reasonable efforts to provide twenty four (24) hours prior notice), except in the event of emergency, to enter into and upon
any part of the Premises at all reasonable hours (and in emergencies at all times) to: (i) inspect the condition, occupancy or
use; (ii) to show the Premises to prospective purchasers, mortgagees, or insurers; or (iii) to clean or make repairs. Tenant shall
not be entitled to any abatement or reduction of rent by reason of this right of entry. Landlord shall endeavor to not unreasonably
materially interfere with the conduct of Tenant’s business in connection with any such entry, based upon the circumstances
existing at the time of such entry, including any emergency.



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15.    ASSIGNMENT
AND SUBLETTING.


 


15.1    Tenant shall
not assign, sublease, transfer, pledge, or encumber this Lease or any interest therein without Landlord’s prior written consent,
which consent be withheld in Landlord’s sole discretion. Any attempted assignment, sublease or other transfer or encumbrance
by Tenant in violation of the terms and covenants of this Section will be void. If Tenant is a corporation or a partnership, the
conveyance of the corporate stock or the assignment of such partnership interest, as the case may be, shall be deemed an assignment
for the purposes hereof.


 


15.2    Tenant may not
sublease all or any portion of this Lease. Any attempted Sublease by Tenant in violation of the terms and covenants of this Section
will be void.


 


15.3    If Landlord consents
to a sublease or assignment, all reasonable legal costs (not to exceed $1,500.00) incurred by Landlord in approving, reviewing
and processing any assignment or sublease shall be paid by Tenant as a condition of Landlord’s consent and at the time that
Tenant executes and submits to Landlord the consent to assignment prepared by Landlord to evidence its consent to the subject assignment.


 


15.4    In the event
Landlord consents to an assignment, Tenant shall not be released from its obligations hereunder, unless the principals of such
new Tenant deliver a guaranty to Landlord and there is an executed novation agreement, all in form and substance acceptable to
Landlord. In the event this Lease is rejected or deemed rejected in any voluntary or involuntary bankruptcy case in which an assignee
is the debtor, Tenant shall remain primarily liable for the obligations on this Lease, immediately prior to its rejection or deemed
rejection, for the entire Lease Term and in no way will be released from the full and complete performance of all the terms, conditions,
covenants and agreements contained herein.


 


16.    MECHANIC’S
LIENS.


 


16.1    Tenant will not
permit any mechanic’s lien or liens to be placed upon the Premises or the Building. Nothing in this Lease shall be deemed
or construed in any way as constituting the consent or request of Landlord, express or implied, to any person for the performance
of any labor or the furnishing of any materials to all or part of the Premises, nor as giving Tenant any right, power, or authority
to contract for or permit the rendering of any services or the furnishing thereof that would or might give rise to any mechanic’s
or other liens against the Premises.


 


16.2    If any such lien
is claimed against the Premises, then Tenant shall be required to discharge said lien or transfer it to bond within fifteen (15)
days of filing and in addition to any other right or remedy of Landlord, Landlord may, but shall not be obligated to, discharge
the same. Any amount paid by Landlord for such purpose shall be paid by Tenant to Landlord as additional rent within ten (10) days
of Landlord’s demand therefor.



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17.    INSURANCE.


 


17.1    The following
property insurance is required under this Lease:


 


(a)    Landlord shall
maintain and pay for fire and extended coverage insurance on the Building in such amounts as Landlord or Landlord’s mortgagees
shall require. Landlord reserves the right to self-insure the Building so long as it is a financial institution having a net worth
of at least $50 million. Payments for losses thereunder shall be made solely to Landlord or the mortgagees of Landlord as their
interests shall appear.


 


(b)    Tenant shall maintain
at its expense, in an amount equal to full replacement cost, fire and extended coverage insurance on all of its personal property,
including removable trade fixtures, located in the Premises and in such additional amounts as are required to meet Tenant’s
obligations pursuant to Section 19 hereof


 


(c)    Tenant hereby
waives any and all rights of recovery, claim, action, or cause of action, against Landlord, its respective agents, officers and
employees, for any loss or damage that may occur to the Premises, or any improvements thereto, or personal property located therein,
or the Building of which the Premises are a part or any improvements thereto (but excluding loss or damage caused by the gross
negligence or willful misconduct of Landlord by reason of fire, the elements, or any other cause to the extent (i) the loss or
damage is covered by valid and collectible insurance in effect at the time of such loss or damage or would be covered by the insurance
required to be maintained under this Lease by Tenant or (ii) Tenant’s insurance policies contain a clause or endorsement
to the effect that any such release shall not adversely affect or impair or prejudice the right of Tenant to recover thereunder.


 


17.2    The following
liability insurance is required under this Lease:


 


(a)    Tenant shall,
at its own expense, maintain a policy or policies of comprehensive general liability insurance with respect to its activities in
the Building, and on the Premises with the premiums thereon fully paid on or before the due date. Tenant’s liability insurance
shall be issued by and binding upon an insurance company bearing at least the ratings required under Section 17.6 below, shall
be effective from the date Tenant enters into possession and during the term of this Lease and shall provide that coverage is based
upon the date of the occurrence (and such policy shall not be on a claims-made basis), and shall have a combined single limit amount
of not less than One Million Dollars ($1,000,000.00) for injury to one person in one accident, occurrence or casualty, or for injuries
to more than one person in one accident, occurrence or casualty.


 


17.3    Landlord shall
not be required to maintain insurance against thefts within the Premises or the Building.


 


17.5    Tenant agrees
to maintain, throughout the Lease Term (and any other period during which Tenant is in possession of the Premises), at Tenant’s
sole cost and expense, worker’s compensation and employer’s liability insurance in compliance with applicable legal
requirements



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17.6    The property and liability
insurance policies required of Tenant hereunder shall be from insurance companies rated in Best’s Insurance Guide, or any
successor thereto (or, if there be none, an organization having a national reputation) as having a general policyholder rating
of “A-” and a financial rating of at least “X”, The property and liability insurance policies required
of Tenant hereunder shall name Landlord and Landlord’s property manager, if applicable, from time to time as established
by notice from Landlord to Tenant as additional insureds and shall provide that the policies may not be modified or terminated
without thirty (30) days advance notice to Landlord, and Tenant shall provide to Landlord and maintain throughout the Lease Term
certificates of insurance adding Landlord and Landlord’s property manager, if applicable, as additional insureds to Tenant’s
primary liability, excess liability and property insurance policies. Such certificates shall include the Best’s Insurance
Guide rating of the insurance company. Tenant shall also provide to Landlord copies of the declarations pages, signed by the underwriter,
of its primary liability and excess liability policies.


 


17.7    Tenant shall also maintain
and provide such other required evidence to Landlord of any other form of insurance which the Tenant or the Landlord, acting reasonably,
requires from time to time in form, in amounts, and for risks against which a prudent tenant would insure.


 


18.    ASSUMPTION
OF RISK.


 


18.1    Landlord shall
not be liable to Tenant or Tenant’s customers, licensees, agents, guests or employees for any injury or damages occurring
in or about the Premises to its, his or their persons or property by any cause whatsoever, including, but not limited to construction
defects, water, rain, sleet, fire, storms, Landlord’s negligence, accidents, breakage, stoppage, or leaks of gas, water,
heating, sewer pipes, boilers, wiring or plumbing or any other defect in, on or about the Premises, except and to the extent resulting
from Landlord’s or its agent’s or employee’s gross negligence or willful misconduct.


 


18.2    Tenant expressly
assumes all liability for or on account of any such injury, loss or damage, and will at all times, indemnify and save Landlord
harmless from and against all liability, fines, suits, demands, costs and expenses of any kind or nature (including, without limitation,
attorneys’ fees and disbursements), including those arising from Landlord’s negligence (but excluding loss or damage
caused by the gross negligence or willful misconduct of Landlord or anyone for whom Landlord may be responsible), incurred in or
caused by or arising out of any such injury, loss or damage to persons or property upon the Premises. The provisions of this Section
shall survive the expiration or earlier termination or this Lease.


 


19.    CASUALTY
DAMAGE.


 


19.1    If the Premises
or any part thereof shall be damaged by fire or other casualty, Tenant shall give Landlord prompt written notice thereof.


 


19.2    If by reason
of a fire or other casualty (i) the Building or the Premises shall be totally damaged or destroyed, or (ii) the Building shall
be so damaged or destroyed (whether or not the Premises are damaged or destroyed) that repair or restoration shall require more
than two hundred seventy (270) days, or (iii) the Premises shall be so damaged or destroyed that repair or restoration shall require
more than one hundred eighty (180) days, or (iv) Landlord elects not to rebuild, then in any such case Landlord may terminate this
Lease by notice given to Tenant within sixty (60) days after such fire or other casualty. If Landlord estimates that the repair
or restoration of the Premises will not be substantially completed within two hundred seventy (270) days, Tenant shall have the
right to terminate this Lease within thirty (30) days after receipt of such estimate.



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19.3    If neither Landlord
nor Tenant elects to terminate this Lease as set forth in Section 19.2, Landlord shall commence and proceed with reasonable diligence
to restore the Building to substantially the same condition in which it was immediately prior to the happening of the casualty,
except that Landlord’s obligation to restore shall not exceed the scope of the work required to be done by Landlord in originally
constructing the Building, nor shall Landlord be required to spend for such work an amount in excess of the insurance proceeds
actually received by Landlord as a result of the casualty.


 


19.4    When Landlord
has restored the Building as set forth in Section 19.3 above, Tenant shall be obligated to pay for the completion of restoration
of the Premises, including the restoration of Tenant’s furniture and equipment.


 


19.5    Except for the
reconstruction by Landlord as set forth in Section 19.3 above, all costs and expenses for reconstruction of the Premises shall
be borne by Tenant.


 


19.6    Landlord shall
not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage
on the repair thereof, except that, subject to the provisions of Section 19.7, Landlord shall allow Tenant a fair diminution of
rent during the time and to the extent the Premises are unfit for occupancy.


 


19.7    If the Premises
or any portion of the Building are damaged by fire or other casualty resulting from the actions of Tenant or any of Tenant’s
agents, employees, or invitees, the rent hereunder shall not be diminished, offset, or abated during the repair of such damage
and Tenant shall be liable to Landlord for the cost of the repair and restoration of the Building and Premises caused thereby,
as well as any other cost and expense thereby incurred by Landlord.


 


20.    CONDEMNATION.


 


20.1    If the whole
or substantially the whole of the Building or the Premises should be taken for any public or quasi- public use, by right of eminent
domain or otherwise, or if it should be sold in lieu of condemnation, then this Lease shall terminate as of the date when physical
possession of the Building or the Premises is taken by the condemning authority.


 


20.2    If less than
the whole or substantially the whole of the Building or the Premises is taken or sold, and in the event that such partial taking
or condemnation shall render the Premises unsuitable for the use and purposes intended, as reasonably and in good faith determined
by Landlord, then the Lease Term shall cease and terminate as of the date of title vesting in such proceeding and Tenant shall
have no claim against Landlord or any condemnation award for the value of any unexpired term of this Lease.



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20.3    If this Lease
is not so terminated upon any such taking or sale, then Landlord shall promptly restore the Premises to a condition comparable
to its condition at the time of such condemnation less the portion lost in the taking, but such work shall not exceed the scope
of the work done by Landlord in originally constructing the Building, and this Lease shall continue in full force and effect except
that the rent and other liabilities shall be reduced in proportion to the Premises lost in the taking.


 


20.4    All amounts awarded
upon a taking of any part or all of the Building or the Premises shall belong to Landlord, and Tenant shall not be entitled to
and expressly waives all claim to any such compensation.


 


20.5    Tenant shall
be entitled to claim independently against condemning authority any damages expressly referable to the value of Tenant’s
business as the same may be permitted by law, provided that such claim shall not reduce any award payable to Landlord.


 


21.    DAMAGES
FROM CERTAIN CAUSES. Landlord shall not be liable for any damage or inconvenience which may arise through Force Majeure
Events (as defined in Section 31 below) or repair or alterations of any part of the Building or Premises.


 


22.    EVENTS
OF DEFAULT/REMEDIES.


 


22.1    Event of Default
by Tenant. The happening of any one or more of the following listed events (the “Events of Default”) shall
constitute a breach of this Lease by Tenant:


 


(a)    The failure of
Tenant to pay any rent or any other undisputed sums of money due hereunder, and such nonpayment continues for a period of seven
(7) or more days;


 


(b)    The failure of
Tenant to comply with any non-monetary provision of this Lease or any other agreement between Landlord and Tenant, all of which
terms, provisions, and covenants shall be deemed material and such failure shall continue unremedied for a period of thirty (30)
days after the earlier of Tenant becoming aware of such failure or notice thereof given by Landlord;


 


(c)    The taking of
the leasehold on execution or other process of law in any action against Tenant;


 


(d)    The failure of
Tenant to accept the Premises, to promptly move into, to take possession of, and to operate its business on the Premises when the
Premises are substantially complete, or if Tenant, its successor or assignee, subject to Force Majeure Events (as defined in Section
31 below), ceases to do business in or abandons any substantial portion of the Premises;


 


(e)    Tenant becoming
insolvent or unable to pay its debts as they become due, or Tenant’s notification to Landlord that it anticipates either
condition;


 


(f)    Tenant or any
other entity responsible for the obligations of Tenant under this Lease taking any action to, or notifying Landlord that Tenant
or any other entity responsible for the obligations of Tenant under this Lease intends to, file a petition under the United States
Bankruptcy Code, as amended, or any similar law or statute of the United States, or any state; or, the filing of a petition against
Tenant or any other entity responsible for the obligations of Tenant under this Lease under any such statute or law, or, any other
creditor of Tenant or any other entity responsible for the obligations of Tenant under this Lease notifying Landlord that it knows
such a petition will be filed; or the notification by Tenant or any other entity responsible for the obligations of Tenant under
this Lease, to Landlord that it expects such a petition to be filed;



    	-10-



    	 



    

 


(g)    The appointment
of a receiver or trustee for the leasehold interest of Tenant or any other entity responsible for the obligations of Tenant under
this Lease, in the Premises or for all or a substantial part of the assets of Tenant or any other entity responsible for the obligations
of Tenant under this Lease; or


 


(h)    Tenant defaulting
pursuant to subsections (a) through (g) hereof two (2) or more times during any twelve (12) month period under the Lease.


 


22.2    Landlord’s
Remedies for Tenant Default. Upon the occurrence and continuation of any Event or Events of Default by Tenant, whether enumerated
in Section 22.1 or not, after giving effect to any grace period applicable thereto, Landlord shall have the option. at Landlord’s
election, to pursue any one or more of the following remedies:


 


(a)    Landlord may cancel
and terminate this Lease and dispose of Tenant;


 


(b)    Landlord may without
terminating or canceling this Lease declare all amounts and rents due under this Lease for one (1) year of the existing Lease term
(or any applicable extension or renewal thereof) to be immediately due and payable, and thereupon all rents and other charges due
hereunder for such one (1) year period shall be accelerated. In such event, any additional rent until the end of the initial term
or any renewal term shall be calculated by adding the amount of five percent (5%) per year to the amount of additional rent last
payable by Tenant under this Lease. An annual discount rate of five percent (5%) shall be used in calculating the present value
of sums due to Landlord in the event of such acceleration.


 


(c)    Landlord may elect
to enter and repossess the Premises and relet the Premises for Tenant’s account, holding Tenant liable in damages for all
expenses incurred in such reletting and for any difference between the amount of rent received from such reletting and the amount
due and payable under the terms of this Lease;


 


(d)    Landlord may enter
upon the Premises and do whatever Tenant is obligated to do under the terms of this Lease (and Tenant shall reimburse Landlord
on demand for any expenses which Landlord may incur in effecting compliance with Tenant’s obligations under this Lease, and
Landlord shall not be liable for any damages resulting to the Tenant from such action).


 


22.3    Landlord’s
Remedies are Cumulative. All the remedies of Landlord in the instance of any Event of Default by Tenant shall be cumulative,
and in addition, Landlord may pursue any other remedies permitted by law or in equity, forbearance by Landlord to enforce one or
more of the remedies upon an Event of Default, shall not constitute a waiver of such default.



    	-11-



    	 



    

 


23.    PEACEFUL
ENJOYMENT.


 


23.1    Tenant shall,
and may peacefully enjoy the Premises against all persons claiming by, through or under Landlord, subject to the other terms hereof,
provided than Tenant pays the rent and other sums herein recited to be paid by Tenant and performs all of Tenant’s covenants
and agreements in this Lease.


 


23.2    The foregoing
covenant and any and all other covenants of Landlord shall be binding upon Landlord and its successors only with respect to breaches
occurring during its or their respective periods of ownership.


 


24.    HOLDING
OVER.


 


24.1    If Tenant holds
over without Landlord’s written consent after expiration or other termination of this Lease, or if Tenant continues to occupy
the Premises after termination of Tenant’s right of possession pursuant to the provisions of Section 22.2(c), Tenant shall
throughout the entire holdover period pay rent equal to twice the Base Rent which would have been applicable had the term of this
Lease continued through the period of such holding over by Tenant. Such tenancy shall be terminable by Landlord and Tenant on the
last day of the month that is at least thirty (30) days following written notice to the other party.


 


24.2    No possession
by Tenant after the expiration of the term of this Lease shall be construed to extend the term of this Lease, except on a month
to month basis on the terms specified in 24.1 above unless Landlord has consented to such possession in writing.


 


25.    SUBORDINATION
TO MORTGAGE.


 


25.1    This Lease is
and shall be subject and subordinate at all times to any Landlord mortgage, whether presently existing or hereafter arising upon
the Premises or upon the Building and to any renewals, modifications, refinances or extensions thereof.


 


25.2    Landlord is hereby
irrevocably vested with full power and authority to subordinate this Lease to any mortgage, now existing or hereafter placed upon
the Premises or the Building as a whole, and Tenant agrees upon demand to execute such further instruments subordinating the Lease
or attorning to holder of any such lien as Landlord may reasonably request.


 


25.3    If Tenant should
fail to promptly execute any subordination or other agreement required by this Section, Tenant hereby irrevocably appoints Landlord
as its attorney-in-fact to execute such instrument in Tenant’s name, place and stead, it being agreed that such power is
one coupled with an interest.


 


25.4    Tenant agrees
that it will from time to time, within ten (10) days following Landlord’s written request, execute and deliver to such persons
as Landlord shall request a statement in recordable form certifying that this Lease is unmodified and in full force and effect
(or if there have been modifications, that the same is in full force and effect as so modified), stating the dates to which rent
and other charges payable under this Lease have been paid, stating that Landlord is not in default hereunder (or if Tenant alleges
a default stating the nature of such alleged default) and further stating such other matters as Landlord or its mortgagee(s) shall
reasonably require.



    	-12-



    	 



    

 


25.5    Tenant shall,
in the event of the sale or assignment of Landlord’s interest in the Building or in the event of any proceedings brought
for the foreclosure of, or in the event of exercise of the power of sale under, or taking by deed in lieu of foreclosure of, any
first mortgage made by Landlord covering the Premises, give full and complete adornment to the purchaser and recognize the purchaser
as Landlord under this Lease for the balance of the term of this Lease, including any extensions or renewals thereof. Landlord
hereby expressly and irrevocably directs and authorizes Tenant to comply with any notice given by such purchaser, notwithstanding
any contrary instruction, direction or assertion of Landlord, and Landlord hereby releases and discharges Tenant of and from any
liability to Landlord on account of such compliance. Tenant shall be entitled to rely on any notice received from a mortgagee or
purchaser. Tenant shall be under no duty to controvert or challenge any such notice. Tenant’s to comply with any such notice
shall not be deemed to violate this Lease. Tenant shall be entitled to full credit under the Lease for any rent paid to a mortgagee
or purchaser upon receipt of a notice from such mortgagee or purchaser to the saline extent as if such rent were paid directly
to Landlord.


 


26.    LANDLORD’S
LIEN.


 


26.1    Tenant hereby
grants to Landlord a lien and security interest on all property of Tenant now or hereafter placed in or upon the Premises, and
such property shall be and remain subject to such lien and security interest of Landlord for payment of all rent and other sums
agreed to be paid by Tenant herein.


 


26.2    The provisions
of this Section relating to such lien and security interest shall constitute a security agreement under, and subject to, the Uniform
Commercial Code of the State of Florida so that Landlord shall have and may enforce a security interest on all property of Tenant
now or hereafter placed in or on the Premises, in addition to and cumulative of the Landlord’s liens and rights provided
by law or by the other terms and provisions of this Lease.


 


26.3    Tenant agrees
to execute as debtor such financing statement or statements and such other documents as Landlord may now or hereafter request in
order to protect or further perfect Landlord’s security interest.


 


26.4    Upon the expiration
or termination of this Lease, Landlord agrees to execute such documents as are reasonably necessary to release the lien and security
interest of Landlord in Tenant’s property.


 


27.    ATTORNEYS’
FEES. If either party hereto brings any action to enforce rights under this Lease, whether judicial, administrative,
or otherwise, the prevailing party in that action shall be entitled to recover from the losing party all collection and court costs
incurred, including reasonable attorneys’ fees, whether such costs and fees are incurred out of court, at trial, on appeal,
or in any bankruptcy proceeding. In the event that Landlord incurs any attorneys’ fees and costs in connection with collecting
sums due to Landlord hereunder or in connection with any default by Tenant, then Tenant shall reimburse Landlord for such reasonable
costs within ten (10) business days following Landlord’s tender to Tenant of an invoice. Tenant’s obligation to pay
all sums due under this Section 27 is additional rent under this Lease.



    	-13-



    	 



    

 


28.    NO
IMPLIED WAIVER.


 


28.1    The failure of
Landlord to insist at any time upon the strict performance or any covenant or agreement or to exercise any option, right, power
or remedy contained in this Lease shall not be construed as a waiver or a relinquishment thereof in the future.


 


28.2    No payment by
Tenant or receipt by Landlord of a lesser amount than the monthly installment of rent due under this Lease shall be deemed to be
other than on account of the earliest rent due, nor shall any endorsement or statement on any check or any letter accompanying
any check or payment as rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice
to Landlord’s right to recover the balance of such rent or pursue any other remedy provided in this Lease.


 


29.    PERSONAL
LIABILITY. The liability of Landlord to Tenant for any default by Landlord under this Lease shall be limited to the
interest of Landlord in the Building and Tenant agrees to look solely to Landlord’s interest in the Building for the recovery
of any judgment from Landlord, it being intended that Landlord shall not be personally liable for any judgment of deficiency.


 


30.    SECURITY
DEPOSIT.


 


30.1    Prior to the
Commencement Date, Tenant shall pay Landlord an amount equal to one (1) month of Base Rent, excluding any applicable sales tax
(the “Security Deposit”). The Security Deposit shall be held by Landlord without liability for interest and
as security for the performance by Tenant of Tenant’s covenants and obligations under this Lease, it being expressly understood
that the Security Deposit shall not be considered an advance payment of rent or a measure of Tenant’s damages in case of
default by Tenant. Landlord may commingle the Security Deposit with other Landlord funds, and all interest on the Security Deposit
shall accrue to the benefit of Landlord.


 


30.2    Landlord may
from time to time without prejudice to any other remedy, use the Security Deposit to the extent necessary to make good any arrearage
of rent or to satisfy any other covenant or obligation of Tenant hereunder. Following any such application of the Security Deposit,
Tenant shall pay to Landlord on demand the amount so applied in order to restore the Security Deposit to its original amount. Tenant’s
obligation to make the initial Security Deposit and to restore the Security Deposit is considered additional rent under this Lease.


 


30.3    If Tenant is
not in default at the termination of this Lease, the balance of the Security Deposit remaining after any such application thereof,
shall be returned by Landlord to Tenant.


 


30.4    If Landlord transfers
its interest in the Premises during the term of this Lease and, in connection therewith, Landlord assigns the Security Deposit
to the transferee, then thereafter Landlord shall have no further liability for the return of such Security Deposit.



    	-14-



    	 



    

 


31.    FORCE
MAJEURE. Except as expressly set forth in this Lease, whenever a period of time is herein prescribed for the taking
of any action by a party, such party shall not be liable or responsible for, and there shall be excluded from the computation of
such period of time, any delays due to strikes, riots, acts of God, shortages of labor or materials, war, governmental delay, governmental
laws, regulations or restrictions, or any other cause whatsoever beyond the reasonable control of such party (other than such party’s
financial inability to pay) (“Force Majeure Events”). Force Majeure Events shall not excuse performance when
there is not danger to persons or property.


 


32.    RELATIONSHIP
OF PARTIES. Nothing contained in this Lease shall be deemed or construed by the parties hereto, nor by any third party,
as creating the relationship or principal and agent or of partnership or of joint venture between the parties hereto, it being
understood and agreed that neither the method of computation of rent, nor any other provision contained herein, nor any acts of
the parties herein, shall be deemed to create any relationship between the parties hereto other than the relationship of Landlord
and Tenant.


 


33.    HAZARDOUS
MATERIAL.


 


33.1    Tenant shall
not (either with or without negligence) cause or permit the escape, disposal or release of any biologically or chemically active
or other hazardous substances, or materials. In the event that Tenant has small quantities of such substances or materials in the
Premises in the form of equipment or office supplies in such quantities that are typical to general office use in a first class
office building (which shall be the sole extent of such materials that shall be permitted), Tenant shall not allow the storage
or use of such substances or materials in any manner not sanctioned by law or by the highest standards prevailing in the industry
for the storage and use of such substances or materials, nor allow to be brought into the Project any such materials or substances,
and then only after written notice is given to Landlord of the identity of such substances or materials, except no notice shall
be required for standard office supplies for Tenant’s use. Without limitation, hazardous substances and materials shall include
those described in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section
9601 et seq., the Resource Conservation and Recovery Act, as amended, 42 Section 6901 et seq., any applicable state or local laws
and the regulations adopted under these acts. If any lender or governmental agency shall ever require testing to ascertain whether
or not there has been any release of hazardous materials, then the reasonable costs thereof shall be reimbursed by Tenant to Landlord
upon demand as additional charges if such requirement applies to the Premises. In addition, Tenant shall execute affidavits, representations
and the like from time to time at Landlord’s request concerning Tenant’s best knowledge and belief regarding the presence
of hazardous substances or materials on the Premises. In all events, Tenant shall indemnify Landlord in the manner elsewhere provided
in this Lease from any release of hazardous materials on the Premises occurring while Tenant is in possession or elsewhere if caused
by Tenant or persons acting under Tenant. The within covenants shall survive the expiration or earlier termination of the Lease
Term.


 


33.2    The Tenant agrees
to document all hazardous waste disposal, if any, and to keep the same on file for five (5) years and to document the same by one
of the following types of documentation: (i) a hazardous waste manifest; (ii) a bill of lading from a bonded hazardous substance
transporter showing shipment of a licensed hazardous waste facility; or (iii) a confirmation of receipt of materials from a recycle,
a waste exchange operation, or other permitted hazardous waste management facility.



    	-15-



    	 



    

 


33.3    Tenant agrees
not to generate hazardous effluents.


 


33.4    Tenant agrees
to allow reasonable access to the Premises for monitoring of the above by Landlord, Miami-Dade County, DERM and the Florida DER
to assure compliance with the above as well as any other conditions relating to the use of the Project.


 


33.5    Violation of
any of the above shall be deemed to be a default on the part of the Tenant of the terms of this Lease.


 


34.    RADON.
In compliance with Florida Law, Landlord is required to provide the following notification: “Radon Gas: Radon is a naturally
occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons
who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida.
Additional information regarding radon and radon testing may be obtained from your county public health department.”


 


35.    LIGHT
AND VIEW. If the view from the Premises or the light entering the Premises are interfered with for any reason whatsoever
including, but not limited to Landlord’s own acts, Landlord shall not be liable for any damage Tenant may sustain thereby
and Tenant shall not be entitled to any compensation therefore nor abatement or diminution of rent nor shall the same release Tenant
from its obligations hereunder nor constitute an eviction.


 


36.    MISCELLANEOUS.


 


36.1    Severability.
If any term or provision of this Lease, or the application thereof to any person or circumstances shall, to any extent, be invalid
or unenforceable, the remainder of the Lease, or the application of such term or provision to persons or circumstances other than
those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Lease
shall be valid and enforceable to the fullest extent of the law.


 


36.2    Recondition.
Tenant agrees not to record this Lease or any memorandum hereof, but Landlord may record this Lease or a memorandum thereof, at
its sole election, and Tenant shall join in the execution of any such memorandum of lease requested by Landlord.


 


36.3    Governing
Law. This Lease and the rights and obligations of the parties hereto are governed by the Laws of the State of Florida.


 


36.4    Time of Performance.
Except as expressly otherwise provided herein, with respect to all required acts of Tenant, time is of the essence of this Lease.


 


36.5    Transfers
by Landlord. Landlord shall have the right to transfer and assign, in whole or in part, all its rights and obligations hereunder
and in the Building, and the Premises referred to herein, and in such event and upon such transfer Landlord shall be released from
any further obligations hereunder and Tenant agrees to look solely to such successor in interest of Landlord for the performance
of such obligations accruing after such transfer.



    	-16-



    	 



    

 


36.6    Floor Load
Limit. Tenant shall not place a load upon any floor of the Premises exceeding the floor load per square foot area which such
floor was designed to carry and which may be allowed by law. Landlord reserves the right to prescribe the weight limitations and
position of all heavy equipment and similar items, and to prescribe the reinforcing necessary, if any, which in the opinion of
Landlord may be required under the circumstances, such reinforcing to be at Tenant’s expense.


 


36.7    Brokers.
Tenant and Landlord warrant and represent to each other that neither has dealt with any broker or brokers regarding the negotiation
of this Lease other than One Sotheby’s (“Tenant’s Broker”) and Cervera Real Estate (“Landlord’s
Broker”). Tenant and Landlord further warrant that it knows of no other real estate broker or agent who is entitled to
a real estate commission in connection with this Lease. Tenant agrees to be responsible for and to indemnify, defend and save Landlord
harmless from and against any claim for a commission or other compensation by any broker claiming to have negotiated with Tenant
with respect to the Premises or to have called the Premises to Tenant’s attention, Landlord agrees to be responsible for
and to indemnify, defend and save Tenant harmless from and against any claim for a commission or other compensation by any broker
claiming to have negotiated with Landlord with respect to the Tenant’s leasing of the Premises. Landlord agrees to pay Tenant’s
Broker a three percent (3%) commission based on the Base Rent to be paid during the Lease Term specified herein. The parties hereby
acknowledge and agree that all payments for services provided by Landlord’s Broker in connection with this Lease shall be
governed by a separate agreement.


 


36.8    Real Estate
Broker’s Commissions. Landlord and Tenant recognize it is possible either party may hereafter make additional agreements
regarding extension or renewal of this Lease for a term or terms commencing after expiration of this Lease. Landlord and Tenant
recognize it is also possible either party may hereafter modify this Lease. If any such additional agreements or modifications
to this Lease are made, neither party shall have any obligation to pay any compensation to any real estate broker or any other
third party engaged by the other party to render services to such other party in connection with negotiating such matters.


 


36.9    Section Headings.
The section or subsection headings are used for convenience of reference only and do not define limit or extend the scope or intent
of the sections.


 


36.10    NOTICES.


 


(a)    Tenant shall pay
the rent and shall forward all notices to Landlord at the following address (or at such other place as Landlord may hereafter designate
in writing):


 


1450 South Miami, LLC


1492 South Miami Avenue, Suite
206


Miami, Florida 33130


Attn: Mr. Nickel
Goeseke



    	-17-



    	 



    

 


(b)    Landlord shall
forward all notices to Tenant at the following address or at such other places as Tenant may hereafter designate in writing)


 


Net Element, Inc.


1450 South Miami Avenue


Miami, Florida 33130


Attn: Mr. Mike Zoi and Mr.
Curtis Wolfe


 


(c)    Any notice provided
for in this Lease must, unless otherwise expressly provided herein, be in writing, and may, unless otherwise expressly provided,
be given or be served by depositing the same in the United States postage pre-paid and certified and addressed to the party to
be notified with return receipt requested, by delivering the same in person to an officer of such party, or by sending the notice
by a nationally recognized overnight courier service, charges prepaid.


 


(d)    Notice deposited
in the mail in the manner herein above shall be effective upon receipt, unless such mail is unclaimed, in which event notice shall
be effective five (5) days after the date of mailing. Notices sent for overnight delivery by a nationally recognized courier service
in the manner herein above shall be deemed effective on the business day of receipt or on which delivery was refused.


 


36.11    Payment Obligation.
The obligation of either party to pay any sums then currently due under this Lease shall survive the expiration or termination
of this Lease.


 


36.12    Patriot Act.
Tenant (which for this purpose includes its partners, members, principal stockholders and any other constituent entities): (i)
has not been designated as a “specifically designated national and blocked person” on the most current list published
by the U.S. Treasury Department Office of Foreign Assets Control at its official website, <http://www.treas.gov/ofoc/t11_ sdn.pdf>
or at any replacement web site or other replacement official publication of such list; (ii) is currently in compliance with and
will at all times during the term of this Lease (including any extension thereof) remain in compliance with the regulations of
the Office of Foreign Asset Control of the Department of the Treasury and any statute, executive order (including the September
24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support
Terrorism), or other governmental action relating thereto; and (iii) has not used and will not use funds from illegal activities
for any payment made under the Lease.


 


36.13    Survival.
The following provisions of the Lease shall survive its expiration or earlier termination: (i) Section 13 (Laws, Regulations and
Rules): (ii) Tenant’s obligation to pay for any repairs undertaken by Landlord pursuant to Section 9; (iii) the obligation
of either party under Section 27 to pay any legal expenses of the other party; (iv) Tenant’s Insurance obligations under
Section 17 for events occurring prior to the expiration or earlier termination of the Lease and/or for events occurring by, through
or under Tenant: (v) Tenant’s indemnities under Section 19 and otherwise under the Lease for matters arising prior to the
expiration or earlier termination of the Lease and/or for events occurring by, through or under Tenant; (vi) each party’s
liabilities and indemnity under Section 36.7 (Brokers): (vii) the limitation on Landlord’s liability contained in Section
29; (viii) Section 38 (Confidentiality); (ix) Section 37 (Waiver by Tenant); and (x) any other sections or provisions of this Lease
that by their nature extend beyond the expiration or earlier termination of this Lease.



    	-18-



    	 



    

 


36.14    Counterparts.
This Lease may be executed in counterpart originals, each of which when taken together shall be deemed an original and shall constitute
one and the same instrument. Signatures of the parties hereto on copies of this Lease transmitted by facsimile machine or electronic
mail shall be deemed originals for all purposes hereunder, and shall be binding upon the parties hereto.


 


37.    WAIVER
BY TENANT. Tenant expressly waives all of the following: (i) the requirement under Chapter 83.12 of the Florida Statutes
that the plaintiff in his distress for rent action file a bond payable to the Tenant in at least double the sum demanded by the
plaintiff, it being understood that no bond shall be required in any such action, (ii) the right of Tenant under Chapter 83.14
of the Florida Statutes to replevy distrained property, (iii) in the event of suit by or against Landlord, then the venue of such
suit shall be in Miami-Dade County, Florida, and the Tenant hereby waives for itself whatever rights it may have in the selection
of venue; (iv) trial by jury in connection with the proceedings or claims brought by either of the parties against the other; (v)
the right of counterclaim in any action brought by Landlord against Tenant for damages or for possession of the Premises due to
nonpayment of Base Rent of other sums required of Tenant under this Lease; and (vi) the notice requirement set forth in Section
83.20 of the Florida Statutes.


 


38.    CONFIDENTIALITY.
Tenant will maintain the confidentiality of this Lease and will not divulge the economic or other terms of this Lease, in writing,
to any persons, other than Tenant’s officers, directors, partners or shareholders; Tenant’s attorneys, accountants
and other professional consultants: any governmental agencies; and pursuant to subpoena or other legal process.


 


39.    EFFECT
OF DELIVERY OF THIS LEASE. Landlord has delivered a copy of this Lease to Tenant for Tenant’s review only and
the delivery hereof does not constitute an offer to Tenant or and option to Lease. This lease shall not be effective until a copy
executed by both Landlord and Tenant is delivered to and accepted by Landlord.


 


[Signature Page to Follow]



    	-19-



    	 



    

 


 


IN WITNESS WHEREOF,
Landlord and Tenant have executed this Lease in multiple original counterparts as of the day and year first above written.


 


	
        Executed in the Presence of:

         

         
	
         

         

         
	
        TENANT:

         

         
	
         

         

         

	 /s/ Curtis Wolfe	 	NET ELEMENT, INC., a Delaware corporation
	Print Name:  Curtis Wolfe	 		 
	
         

         
	
         

         
	
         

         
	
         

         

	 /s/ Jonathan New	 	By:	/s/ Mike Zoi	 
	Print Name:	Jonathan New	 	 	Mike Zoi, Chairman	 
	 	 	 	 
	 	 	LANDLORD:	 
	 	 	 	 
	 	 	 	 
	
         /s/ Maria Martin
	
         

        
	


1450 SOUTH MIAMI, LLC, a Florida
limited liability company


 






	Print Name:	Maria Martin	 		 
	
         

         
	
         

         
	
         

         
	
         

         

	 /s/ Ana Valverde	 	By:	/s/ Nickel Goeseke	 
	Print Name:	Ana Valverde	 	 	Nickel Goeseke, Managing Member	 


 


 


 


 



    	-1-



    	 



    

EXHIBIT “A”


 


Legal Description


 


Lots 1 and 6, Block 98S, of MAP OF
MIAMI, according to the Plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami-Dade County, Florida.


 


 


a/k/a 1450 South Miami Avenue, Miami,
FL 33130 


 


(Folio #: 01-0209-080-1010)


 



    	 



    	 



    

EXHIBIT B


 


[Exhibit Begins on Next Page]


 



    	 



    	 



    

LEASE COMMENCEMENT DATE


 


_______________, 2010


 


Net Element, Inc.


1450 South Miami Avenue


Miami, Florida 33130


Attn: Mike Zoi and Curtis Wolfe


 


		RE:	Lease Agreement, dated October 8, 2010 (the “Lease”) by and between 1450 South
Miami, LLC, a Florida limited liability company (“Landlord”) and Net Element, Inc., a Delaware corporation (“Tenant”)
for the property located at 1450 South Miami Avenue, Miami, Florida 33130 (the “Property”)



 


Dear Mr. Zoi and Mr. Wolfe,


 


Pursuant to Section
2.1 of the Lease, Landlord hereby provides notice to Tenant that the commencement date of the Lease is the _____ day of __________,
2010 and that the term of the Lease shall end at 11:59 E.D.T. on the _____ day of __________, 2011, unless sooner terminated or
extended as provided in the Lease.


 


	
        TENANT:

         

        NET ELEMENT, INC.,

        a Delaware corporation

         

         
	 	
        LANDLORD:

         

        1450 SOUTH MIAMI, LLC,

        a Florida limited liability company

         

        
	 
	By:	 	 	By:	 	 
	 	Mike Zoi, Chairman	 	 	Nickel Goeseke, Managing Member	 


 



    	 



    	 



    

EXHIBIT C


 


[Improvements]


 


		1.	Tenant may paint the reception area and one or more rooms; provided that upon termination of the
Lease, Tenant has all such areas repainted to match the walls of the remainder of the space.



 


		2.	Tenant may have a security system installed in the Premises, at Tenant s expense, so long as such
security system is professionally installed.