Exhibit
10.2


 


ESCROW
AGREEMENT


 


THIS ESCROW AGREEMENT
(this “Escrow Agreement”), dated May 20, 2015 (the “Effective Date”), is by and among Maglenta Enterpises
Inc., a company incorporated and existing in the Republic of Seychelles (“Maglenta”), Champfremont Holding Ltd., a
company incorporated and existing in the Republic of Seychelles (“CHL”) (each of the foregoing individually, a “Seller”
and, collectively, “Sellers”), ТOT Group Russia LLC, a limited liability company organized and existing under
the laws of the Russian Federation, and/or its assignee, and TOT Group Europe Ltd., a company organized and existing under the
laws of England and Wales, and/or its assignee (each of the foregoing individually, a “Purchaser” and, collectively,
the "Purchasers") and Reznick Law, PLLC, with an address at 900 Third Avenue, 17th Floor, New York, New York 10022 (the
“Escrow Agent”).


 


WITNESSETH


 


WHEREAS, concurrently
herewith, Sellers and Purchasers entered into that certain acquisition agreement (the “Acquisition Agreement”), attached
hereto and made a part hereof as Exhibit A, for the sale by Sellers to Purchasers of all of the issued and outstanding Interests
(as defined in the Acquisition Agreement) in the Target Companies (as defined in the Acquisition Agreement); and


 


WHEREAS, the Purchasers
have agreed to pay, as a first installment of the Purchase Price (i) Three Million Six Hundred Thousand ($3,600,000) Dollars (the
“Cash Consideration”) and (ii) 4,768,212 (four million seven hundred sixty eight thousand two hundred and twelve) shares
of common stock of Net Element, Inc., a Delaware corporation (“Net Element”) (the “Share Consideration”)
in four certificates as follows:


 


		(1)	715,232 shares of Net Element issued to Maglenta,



 


		(2)	79,470 shares, of Net Element issued to CHL ((1) and (2) are collectively the “Held Shares”),



 


		(3)	3,576,159 shares of Net Element issued to Maglenta,



 


		(4)	397 351 shares, of Net Element issued to CHL,



 


(collectively,
(i) and (ii) are the “Escrow Amount”); and


 


WHEREAS, to facilitate
the transaction, the Purchasers have agreed to deposit the Escrow Amount with the Escrow Agent.


 


NOW, THEREFORE, the
Purchasers, Sellers, and the Escrow Agent agree as follows:


 




    	 



    	 



    

 


Section 1.            The
Sellers and the Purchasers hereby appoint the Escrow Agent as their agent to hold in escrow, and to administer the disposition
of, the Escrow Amount in accordance with the terms of this Escrow Agreement, and the Escrow Agent accepts such appointment. On
the Initial Closing Date, as defined in the Acquisition Agreement, the Purchasers shall deliver the Escrow Amount to the Escrow
Agent. The Escrow Agent hereby agrees to hold the Escrow Amount in accordance with the terms hereof and to act with respect to
the Escrow Amount in the manner hereinafter set forth. The Cash Consideration shall be wired in US Dollars to:


 


	PAY TO:	First Republic Bank
	 	111 Pine Street
	 	San Francisco, CA 94111


 


	CLIENT ACCOUNT NAME:	Reznick Law, PLLC
	 	 
	CLIENT ACCOUNT NUMBER:	97300704586
	 	 
	SWIFT CODE:	FRBBUS6S
	 	 
	REFERENCE:	Maglenta Enterpises Inc., / Champfremont Holding Ltd.


 


Section 2.            The
Escrow Agent shall hold the Cash Consideration in a segregated trust account of the Escrow Agent established and maintained in
First Republic Bank and the Share Consideration in a safe deposit box and shall release same in the following manner:


 


(a)     
Upon the receipt by the Escrow Agent of (1) true originals (if originals, then the Escrow Agent shall deliver such originals
to Net Element) or true copies of all of the following documents, in each instance certified in a sworn statement by a notary
to be true and complete originals or copies, as applicable of all of the following documents:


 


		(i)	A certificate containing information about a legal entity for “Инновационные
Платежные Технологии”
(“IPT”), a limited liability company organized and existing under the laws of the Russian Federation with OGRN (Principal
State Registration Number) 1147746539038 from the Unified State Registrar of Legal Entities, in the form attached hereto and made
a part hereof as Exhibit B. Under the heading containing information about the members of the legal entity (which is currently
provided in Line 39), the document shall confirm that TOT Group Russia LLC is the holder of one hundred (100%) percent interest
in IPT (“IPT Certificate”); and



 


		(ii)	A certificate containing information about a legal entity for “Payonline System LLC”
(“POS”), a limited liability company organized and existing under the laws of the Russian Federation with OGRN (Principal
State Registration Number) 1097746015047, from the Unified State Registrar of Legal Entities in the form attached hereto and made
a part hereof as Exhibit C. Under the heading containing information about the members of the legal entity (which is currently
provided in Line 39), the document shall confirm that TOT Group Russia LLC is the holder of one hundred (100%) percent interest
in POS (“POS Certificate”); and



 




    	 



    	 



    

 


		(iii)	A certificate of shares of Brosword Holding Limited (“Brosword”), a Cyprus company,
in the form attached hereto and made a part hereof as Exhibit D, certifying that TOT Group Europe, Ltd. is the holder of one thousand
(1,000) shares of Brosword (“Brosword Certificate”); and



 


		(iv)	A certificate of shares of Polimore Capital Limited (“Polimore”), a Cyprus company,
in the form attached hereto and made a part hereof as Exhibit E, certifying that TOT Group Europe, Ltd. is the holder of one thousand
(1,000) shares of Polimore (“Polimore Certificate together with IPT Certificate, POS Certificate and Brosword Certificate
are collectively “Escrow Documents”).



 


Escrow Agent shall release, subject
to the provisions set forth in Section 2(c) below, the amount equal to the Cash Consideration less the Held Back Cash Consideration
(as defined below) as follows: ninety (90%) percent to Maglenta and ten (10%) percent to CHL, and release the Share Consideration
that does not constitute the Held Shares to the party to whom the shares were issued.


 


Or (2) Upon the receipt
by the Escrow Agent of joint written instruction signed by all the Purchasers and the Sellers to release the Escrow Amount to either
Sellers or Net Element (as the case may be), the Escrow Agent shall release the Escrow Amount to either the Sellers or Net Element
(as so instructed in such joint written instruction).


 


(b)     
If not all documents listed in and
in the form required in subsection 2(a) above, or joint instructions by all the Purchasers and Sellers to either release the Escrow
Amount or to hold same longer, have been received on or before ninety (90) days after the Effective Date, the Escrow Agent shall
return on the next business day the Escrow Amount to Net Element as follows: (i) with respect to the Share Consideration, the original
share certificates representing all of the Consideration Shares by FedEx to Net Element, Inc., 3363 NE 163rd Street, Suite 705,
North Miami Beach, Florida 33160, Attention: Chief Legal Officer; and (ii) with respect to the Cash Consideration, the entire amount
of the Cash Consideration by wire transfer to:


 


	PAY TO:	CITIBANK N.A. 111, Wall Street New York
	CLIENT ACCOUNT NAME:	Net Element, Inc.
	CLIENT ACCOUNT NUMBER:	9135600738
	ABA ROUTING: 	266086554
	WIRE ROUTING:  	021000089
	REFERENCE: 	Transaction With Maglenta Enterpises Inc. / 

Champfremont Holding Ltd.


 




    	 



    	 



    

 


(c)     
Notwithstanding
anything to the contrary contained herein, the Escrow Agent shall not release (i) a portion of the Cash Consideration equal to
Six Hundred Thousand U.S. Dollars (US $600,000) (the “Held Back Cash Consideration”) and (ii) the Held Shares until
the Escrow Agent receives a true copy of the duly executed by each of AnastasiaDate Ltd. and Brosword Holding Limited (only so
long as either Oleg Firer or Konstantin Zaripov, in each case as authorized representative, executed such agreement on behalf of
Brosword Holding Limited) binding agreement between AnastasiaDate Ltd. and Brosword Holding Limited dated after the Effective Date
for payment processing services by Brosword Holding Limited for Anastasiadate.com family of websites (the “New Anastasiadate.com
Agreement”). The Escrow Agent may assume that, upon receipt of a payment processing services agreement dated after the Effective
Date and duly executed by each of AnastasiaDate Ltd. and Brosword Holding Limited (executed by Oleg Firer or Konstantin Zaripov,
in each case as authorized representative, on behalf of Brosword Holding Limited), such agreement is the New Anastasiadate.com
Agreement. If the Escrow Agent does not receive such duly executed New Anastasiadate.com Agreement by October 1, 2015, the Escrow
Agent shall release and deliver the Held Back Cash Consideration and the Held Shares to Net Element, Inc. on the business day immediately
following October 1, 2015.


 


Section 3.            The
Escrow Agent shall be fully protected in taking any action with respect to the Escrow Account (i) in accordance with this Escrow
Agreement, or (ii) as required by any court order, writ, judgment or decree.


 


The Escrow Agent shall
be entitled to treat as genuine, and as the document it purports to be, any letter, paper or other document furnished and certified
by a representative of Purchasers, Sellers or by a notary as provided in Section 2(a), as applicable, in writing as genuine, complete
and accurate to it and believed by the Escrow Agent to be genuine and to have been signed and presented by the proper party or
parties.


 


The Escrow Agent shall
not be liable to anyone whomsoever by reason of any error of judgment, or for any mistake of fact or law, or for anything which
it may do or refrain from doing in connection herewith unless caused by or arising out of its own gross negligence, or willful
misconduct. Each of the Purchasers and Sellers shall indemnify and hold the Escrow Agent harmless from and against any and all
liability and expense which may arise out of any action taken or omitted to be taken by the Escrow Agent in accordance with this
Escrow Agreement, except such liability and expense as may result from gross negligence, or willful misconduct of the Escrow Agent.


 


Section 4            The
Escrow Agent may at any time resign by giving ten (10) business days’ prior written notice of resignation to both Purchasers
and Sellers and may be removed upon no less than ten (10) business days prior written notice from both Purchasers and Sellers to
Escrow Agent. Sellers and Purchasers shall cooperate in providing guidance as to where to deposit both the Cash Consideration and
Share Consideration to Escrow Agent. In the event Escrow Agent shall receive written notice from either a Court in the United States,
or from Purchasers and Sellers jointly advising the Escrow Agent that a litigation over entitlement to the Escrow Amount has been
commenced, and Escrow Agent is still holding same, Escrow Agent may deposit the Escrow Amount with the Clerk of the Court in which
said litigation is pending, in which event (after such deposit) the Escrow Agent shall have no further liability hereunder.


 




    	 



    	 



    

 


Section 5            All
notices, instructions and other communications required or permitted to be given hereunder, under the Exhibits attached hereto,
or necessary or convenient in connection herewith shall be in writing and shall be deemed to have been duly given if faxed with
confirmation or emailed to the parties to this Escrow Agreement, as follows:


 


	If to the Escrow Agent:	Reznick Law, PLLC
	 	900 Third Avenue, 17th floor
	 	New York, New York 10022
	 	Telephone: 212-490-5900
	 	Fax: 646-349-2383
	 	Email: freznick@reznicklaw.com
	 	 
	If to Maglenta:	Maglenta Enterpises Inc
	 	Maglenta’ Representative
	 	Althaus Legal LLC
	 	12 B. Savvinsky, building 12, 119435, Moscow, Russia
	 	Telephone: +7 (499) 678-2298
	 	Attention: Rostislav Shatenok, Andrey Tsaruk
	 	E-mail: rshatenok@althausgroup.ru
	 	 
	If to CHL:	Champfremont Holding Ltd
	 	CHL’s Representative
	 	Althaus Legal LLC
	 	12 B. Savvinsky, building 12, 119435, Moscow, Russia
	 	Telephone: +7 (499) 678-2298
	 	Attention: Rostislav Shatenok, Andrey Tsaruk
	 	E-mail: rshatenok@althausgroup.ru
	 	 
	
	If to ТOT Group Russia LLC:	ТOT Group Russia LLC
	 	office 01, 54th Floor
	 	Federation Tower West
	 	12, Presnenskaya emb.
	 	Moscow, 123100, Russia
	 	Telephone: +7 495 286 72 00
	 	E-mail: kzaripov@netelement.com
	 	Attention: Konstantin Zaripov, General Director
	 	 
	If to TOT Group Europe Ltd.:	TOT Group Europe Ltd.
	 	Acre House
	 	11-15 William Road
	 	London, England
	 	NW1 3ER
	 	Telephone: +44 7789 658193
	 	E-mail: kzaripov@netelement.com
	 	Attention: Konstantin Zaripov, Company Director


 




    	 



    	 



    

 


Section 6.            This
Escrow Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles
of conflicts of law thereof. Each party hereby irrevocably submits to the jurisdiction of the courts of the State of New York,
sitting in New York County, and the courts of the United States for the Southern District of New York. Each party irrevocably waives,
to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such
suit, action or proceeding brought in any such court, any claim that any such suit, action or proceeding brought in such a court
has been brought in an inconvenient forum and the right to object, with respect to any such suit, action or proceeding brought
in any such court, that such court does not have jurisdiction over such party. In any such suit, action or proceeding, each party
waives, to the fullest extent it may effectively do so, personal service of any summons, complaint or other process and agrees
that the service thereof may be made by certified or registered mail, addressed to such party at its address as set forth in the
preamble hereinabove.


 


Section 7.             If
any term or provision of this Escrow Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable,
the remainder of the terms and provisions set forth herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use their best efforts to find and employ an alternative means to achieve
the same or substantially the same result as that contemplated by such term or provision.


 


Section 8.            To
the extent that the provisions of this Escrow Agreement conflict with the provisions of the Acquisition Agreement, the provisions
of this Escrow Agreement will govern. Any capitalized term not defined herein shall have the meaning ascribed to it in the Acquisition
Agreement.


 


Section 9.            This
Escrow Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute
one and the same agreement. The exchange of copies of this Escrow Agreement and of signature pages by facsimile transmission, pdf
or other electronic means shall constitute effective execution and delivery of this Escrow Agreement as to the parties and may
be used in lieu of the original Escrow Agreement for all purposes (and such signatures of the parties transmitted by facsimile,
pdf or other electronic means shall be deemed to be their original signatures for all purposes).


 


[No further text. Signature
pages follow.]


 




    	 



    	 



    

 


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


 


SELLERS:


 


	MAGLENTA ENTERPRISES INC.	 	CHAMPFREMONT HOLDING LTD
	 	 	 	 	 
	By:	/s/ Evaline Sophie Joubert	 	By:	/s/ Nicos Hadjinicolaou
	Name:	Evaline Sophie Joubert	 	Name:	Nicos Hadjinicolaou
	Title:	Director	 	Title:	Director


 


PURCHASERS:


 


	TOT GROUP RUSSIA, LLC	 	TOT GROUP EUROPE LTD
	By:	/s/ Konstantin Leonidovich Zaripov	 	By:	/s/ Konstantin Zaripov
	Name:	Konstantin Leonidovich Zaripov	 	Name:	Konstantin Zaripov
	Title:	General Director	 	Title:	General Director


 


ESCROW AGENT:


 


	Reznick Law, PLLC	 
	 	 	 
	By: 	/s/ Felix Reznick	 
	Name: 	Felix Reznick	 
	Title: 	Managing Member