AMENDED AND RESTATED
BYLAWS
OF
NET ELEMENT INTERNATIONAL, INC.
* * * * *
ARTICLE 1
OFFICES
Section 1.01.
Registered
Office
. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware.
Section 1.02.
Other
Offices
. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board
of Directors may from time to time determine or the business of the Corporation may require.
Section 1.03.
Books
.
The books of the Corporation may be kept within or without the State of Delaware as the Board of Directors may from time to time
determine or the business of the Corporation may require.
ARTICLE 2
MEETINGS OF STOCKHOLDERS
Section 2.01.
Time
and Place of Meetings
. All meetings of stockholders shall be held at such place, either within or without the State of Delaware,
on such date and at such time as may be determined from time to time by the Board of Directors (or the Chairman in the absence
of a designation by the Board of Directors).
Section 2.02.
Annual
Meetings
. An annual meeting of stockholders, commencing with the year 2012, shall be held for the election of directors and
to transact such other business as may properly be brought before the meeting.
Section 2.03.
Special
Meetings
. Special meetings of stockholders may be called by the Board of Directors, the Chairman of the Board of Directors,
the Chief Executive Officer or the President (in the absence of a Chief Executive Officer) of the Corporation and may not be called
by any other person. Notwithstanding the foregoing, whenever holders of one or more classes or series of Preferred Stock shall
have the right, voting separately as a class or series, to elect directors, such holders may call, pursuant to the terms of the
resolution or resolutions adopted by the Board of Directors pursuant to Article 4 hereto, special meetings of holders of such Preferred
Stock.
Section 2.04.
Notice
of Meetings and Adjourned Meetings; Waivers of Notice
. (a) Whenever stockholders are required or permitted to take any action
at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting,
the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote
at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise
provided by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended (“Delaware
Law”), such notice shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder
of record entitled to vote at such meeting. Unless these bylaws otherwise require, when a meeting is adjourned to another time
or place (whether or not a quorum is present), notice need not be given of the adjourned meeting if the time, place, if any, and
the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote
at such meeting, are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may
transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or
after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.
(b)
A
written waiver of any such notice signed by the person entitled thereto, or a waiver by electronic transmission by the person entitled
to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting
shall constitute a waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Business
transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.
Section 2.05.
Quorum
.
Unless otherwise provided under the certificate of incorporation or these bylaws and subject to Delaware Law, the presence, in
person or by proxy, of the holders of a majority of the outstanding capital stock of the Corporation entitled to vote at a meeting
of stockholders shall constitute a quorum for the transaction of business. If, however, such quorum shall not be present or represented
at any meeting of the stockholders, the stockholders present in person or represented by proxy shall adjourn the meeting, without
notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which
a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally
notified.
Section 2.06.
Voting
.
(a) Unless otherwise provided in the certificate of incorporation and subject to Delaware Law, each stockholder shall be entitled
to one vote for each outstanding share of capital stock of the Corporation held by such stockholder. Any share of capital stock
of the Corporation held by the Corporation shall have no voting rights. Except as otherwise provided by law, the certificate of
incorporation or these bylaws, in all matters other than the election of directors, the affirmative vote of the majority of the
shares of capital stock of the Corporation present in person or represented by proxy at the meeting and entitled to vote on the
subject matter shall be the act of the stockholders. Subject to the rights of the holders of any series of preferred stock to elect
additional directors under specific circumstances, directors shall be elected by a plurality of the votes of the shares of capital
stock of the Corporation present in person or represented by proxy at the meeting and entitled to vote on the election of directors.
(b)
Each
stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to a corporate action in writing without
a meeting may authorize another person or persons to act for such stockholder by proxy, appointed by an instrument in writing,
subscribed by such stockholder or by his attorney thereunto authorized, or by proxy sent by cable, telegram or by any means of
electronic communication permitted by law, which results in a writing from such stockholder or by his attorney, and delivered to
the secretary of the meeting. No proxy shall be voted after three (3) years from its date, unless said proxy provides for a longer
period.
(c)
Votes
may be cast by any stockholder entitled to vote in person or by his proxy. In determining the number of votes cast for or against
a proposal or nominee, shares abstaining from voting on a matter (including elections) will not be treated as a vote cast. A non-vote
by a broker will be counted for purposes of determining a quorum but not for purposes of determining the number of votes cast.
Section 2.07.
Action
by Consent
. Any action required or permitted to be taken at any annual or special meeting of stockholders may be taken only
upon the vote of stockholders at an annual or special meeting duly noticed and called in accordance with Delaware Law and may not
be taken by written consent of stockholders without a meeting.
Section 2.08.
Organization
.
At each meeting of stockholders, the Chairman of the Board, if one shall have been elected, or in the Chairman’s absence
or if one shall not have been elected, the director designated by the vote of the majority of the directors present at such meeting,
shall act as chairman of the meeting. The Secretary (or in the Secretary’s absence or inability to act, the person whom the
chairman of the meeting shall appoint secretary of the meeting) shall act as secretary of the meeting and keep the minutes thereof.
Section 2.09.
Order
of Business
. The order of business at all meetings of stockholders shall be as determined by the chairman of the meeting.
Section 2.10.
Nomination
of Directors
. Only persons who are nominated in accordance with the procedures set forth in these bylaws shall be eligible
to serve as directors. Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting
of stockholders (a) by or at the direction of the Board of Directors or (b) by any stockholder of the Corporation who is a stockholder
of record at the time of giving of notice provided for in this Section 2.10, who shall be entitled to vote for the election
of directors at the meeting and who complies with the notice procedures set forth in this Section 2.10. Such nominations,
other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the
secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal
executive offices of the Corporation not less than 60 days nor more than 90 days prior to the first anniversary of the preceding
year’s annual meeting of stockholders;
provided, however
, that in the event that the date of the annual meeting is
advanced more than 30 days prior to such anniversary date or delayed more than 60 days after such anniversary date then to be timely
such notice must be received by the Corporation no later than the later of 70 days prior to the date of the meeting or the 10th
day following the day on which public announcement of the date of the meeting was made. Such stockholder’s notice shall set
forth (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director all information
relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934 (including such person’s written
consent to being named in the proxy statement as a nominee and to serving as a director if elected); and (b) as to the stockholder
giving the notice (i) the name and address, as they appear on the Corporation’s books, of such stockholder and (ii) the class
and number of shares of the Corporation which are beneficially owned by such stockholder and a description of any agreement, arrangement
or understanding (including, regardless of the form of settlement, any derivative, long or short positions, profit interests, forwards,
futures, swaps, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions and borrowed
or loaned shares) that has been entered into by or on behalf of, or any other agreement, arrangement or understanding that has
been made, the effect or intent of which is to create or mitigate loss to, manage risk or benefit of share price changes for, or
increase or decrease the voting power of, such stockholder with respect to the Corporation’s securities. At the request of
the Board of Directors, any person nominated by the Board of Directors for election as a director shall furnish to the secretary
of the Corporation that information required to be set forth in a stockholder’s notice of nomination which pertains to the
nominee. No person shall be eligible to serve as a director of the Corporation unless nominated in accordance with the procedures
set forth in this bylaw. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination
was not made in accordance with the procedures prescribed by the bylaws, and if he should so determine, he shall so declare to
the meeting and the defective nomination shall be disregarded. Notwithstanding the foregoing provisions of this Section 2.10,
a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, and the rules and regulations
thereunder with respect to the matters set forth in this Section 2.10.
Section 2.11.
Notice
of Business
. At any meeting of the stockholders, only such business shall be conducted as shall have been brought before the
meeting (a) by or at the direction of the Board of Directors or (b) by any stockholder of the Corporation who is a stockholder
of record at the time of giving of the notice provided for in this Section 2.11, who shall be entitled to vote at such meeting
and who complies with the notice procedures set forth in this Section 2.11. For business to be properly brought before a stockholder
meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the secretary of the Corporation.
To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of the
Corporation not less than 60 days nor more than 90 days prior to the first anniversary of the preceding year’s annual meeting
of stockholders;
provided, however
, that in the event that the date of the annual meeting is advanced more than 30 days
prior to such anniversary date or delayed more than 60 days after such anniversary date then to be timely such notice must be received
by the Corporation no later than the later of 70 days prior to the date of the meeting or the 10th day following the day on which
public announcement of the date of the meeting was made. A stockholder’s notice to the secretary shall set forth as to each
matter the stockholder proposes to bring before the meeting (a) a brief description of the business desired to be brought before
the meeting and the reasons for conducting such business at the meeting, (b) the name and address, as they appear on the Corporation’s
books, of the stockholder proposing such business, (c) the class and number of shares of the Corporation which are beneficially
owned by such stockholder and a description of any agreement, arrangement or understanding (including, regardless of the form of
settlement, any derivative, long or short positions, profit interests, forwards, futures, swaps, options, warrants, convertible
securities, stock appreciation or similar rights, hedging transactions and borrowed or loaned shares) that has been entered into
by or on behalf of, or any other agreement, arrangement or understanding that has been made, the effect or intent of which is to
create or mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such
stockholder with respect to the Corporation’s securities and (d) any material interest of the stockholder in such business.
Notwithstanding anything in the bylaws to the contrary, no business shall be conducted at a stockholder meeting except in accordance
with the procedures set forth in this Section 2.11. The chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before the meeting and in accordance with the provisions of the bylaws,
and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting
shall not be transacted. Notwithstanding the foregoing, provisions of this Section 2.11, a stockholder shall also comply with
all applicable requirements of the Securities Exchange Act of 1934, and the rules and regulations thereunder with respect to the
matters set forth in this Section 2.11.
ARTICLE 3
DIRECTORS
Section 3.01.
General
Powers
. Except as otherwise provided in Delaware Law or the certificate of incorporation, the business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors.
Section 3.02.
Number,
Election and Term Of Office
. The Board of Directors shall consist of not less than three nor more than eleven directors, with
the exact number of directors to be determined from time to time solely by resolution adopted by the affirmative vote of a majority
of the entire Board of Directors. Except as otherwise provided in the certificate of incorporation, each director shall serve for
a term ending on the date of the annual meeting of stockholders next following the annual meeting at which such director was elected.
Notwithstanding the foregoing, each director shall hold office until such director’s successor shall have been duly elected
and qualified or until such director’s earlier death, resignation or removal. Directors need not be stockholders.
Section 3.03.
Quorum
and Manner of Acting
. Unless the certificate of incorporation or these bylaws require a greater number, a majority of the total
number of directors shall constitute a quorum for the transaction of business, and the affirmative vote of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board of Directors. When a meeting is adjourned to another
time or place (whether or not a quorum is present), notice need not be given of the adjourned meeting if the time and place thereof
are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Board of Directors may transact any
business which might have been transacted at the original meeting. If a quorum shall not be present at any meeting of the Board
of Directors the directors present thereat shall adjourn the meeting, from time to time, without notice other than announcement
at the meeting, until a quorum shall be present.
Section 3.04.
Time
and Place of Meetings
. The Board of Directors shall hold its meetings at such place, either within or without the State of
Delaware, and at such time as may be determined from time to time by the Board of Directors (or the Chairman in the absence of
a determination by the Board of Directors).
Section 3.05.
Annual
Meeting
. The Board of Directors shall meet for the purpose of organization, the election of officers and the transaction of
other business, as soon as practicable after each annual meeting of stockholders, on the same day and at the same place where such
annual meeting shall be held. Notice of such meeting need not be given. In the event such annual meeting is not so held, the annual
meeting of the Board of Directors may be held at such place either within or without the State of Delaware, on such date and at
such time as shall be specified in a notice thereof given as hereinafter provided in Section 3.07 herein or in a waiver of
notice thereof signed by any director who chooses to waive the requirement of notice.
Section 3.06.
Regular
Meetings
. After the place and time of regular meetings of the Board of Directors shall have been determined and notice thereof
shall have been once given to each member of the Board of Directors, regular meetings may be held without further notice being
given.
Section 3.07.
Special
Meetings
. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President and shall
be called by the Chairman of the Board, President or Secretary on the written request of three directors. Notice of special meetings
of the Board of Directors shall be given to each director at least three days before the date of the meeting in such manner as
is determined by the Board of Directors.
Section 3.08.
Committees
.
The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation.
The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members present
at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority
of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation
to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following
matter: (a) approving or adopting, or recommending to the stockholders, any action or matter expressly required by Delaware Law
to be submitted to the stockholders for approval or (b) adopting, amending or repealing any bylaw of the Corporation. Each committee
shall keep regular minutes of its meetings and report the same to the Board of Directors when required.
Section 3.09.
Action
by Consent
. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members
of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings
or electronic transmission or transmissions, are filed with the minutes of proceedings of the Board or committee. Such filing shall
be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic
form.
Section 3.10.
Telephonic
Meetings
. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the Board of Directors,
or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or such committee,
as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating
in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.
Section 3.11.
Resignation
.
Any director may resign at any time by giving notice in writing or by electronic transmission to the Board of Directors or to the
Secretary of the Corporation. The resignation of any director shall take effect upon receipt of notice thereof or at such later
time as shall be specified in such notice; and unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
Section 3.12.
Vacancies
.
Unless otherwise provided in the certificate of incorporation, vacancies on the Board of Directors resulting from death, resignation,
removal or otherwise and newly created directorships resulting from any increase in the number of directors may be filled solely
by a majority of the directors then in office (although less than a quorum) or by the sole remaining director. Each director so
elected shall hold office for a term that shall coincide with the term of the Class to which such director shall have been elected.
If there are no directors in office, then an election of directors may be held in accordance with Delaware Law. Unless otherwise
provided in the certificate of incorporation, when one or more directors shall resign from the Board, effective at a future date,
a majority of the directors then in office, including those who have so resigned, shall have the power to fill such vacancy or
vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen
shall hold office as provided in the filling of the other vacancies.
Section 3.13.
Removal
.
No director may be removed from office by the stockholders except for cause with the affirmative vote of the holders of not less
than a majority of the total voting power of all outstanding securities of the corporation then entitled to vote generally in the
election of directors, voting together as a single class.
Section 3.14.
Compensation
.
Unless otherwise restricted by the certificate of incorporation or these bylaws, the Board of Directors shall have authority to
fix the compensation of directors, including fees and reimbursement of expenses.
Section 3.15.
Preferred
Stock Directors
. Notwithstanding anything else contained herein, whenever the holders of one or more classes or series of Preferred
Stock shall have the right, voting separately as a class or series, to elect directors, the election, term of office, filing of
vacancies, removal and other features of such directorships shall be governed by the terms of the resolutions applicable thereto
adopted by the Board of Directors pursuant to the certificate of incorporation, and such directors so elected shall not be subject
to the provisions of Sections 3.02, 3.12 and 3.13 of this Article 3 unless otherwise provided therein.
ARTICLE 4
OFFICERS
Section 4.01.
Principal
Officers
. The principal officers of the Corporation shall be a President, one or more Vice Presidents, a Treasurer and a Secretary
who shall have the duty, among other things, to record the proceedings of the meetings of stockholders and directors in a book
kept for that purpose. The Corporation may also have such other principal officers, including one or more Controllers, as the Board
may in its discretion appoint. One person may hold the offices and perform the duties of any two or more of said offices, except
that no one person shall hold the offices and perform the duties of President and Secretary.
Section 4.02.
Election,
Term of Office and Remuneration
. The principal officers of the Corporation shall be elected annually by the Board of Directors
at the annual meeting thereof. Each such officer shall hold office until his or her successor is elected and qualified, or until
his or her earlier death, resignation or removal. The remuneration of all officers of the Corporation shall be fixed by the Board
of Directors. Any vacancy in any office shall be filled in such manner as the Board of Directors shall determine.
Section 4.03.
Subordinate
Officers
. In addition to the principal officers enumerated in Section 4.01 herein, the Corporation may have one or more
Assistant Treasurers, Assistant Secretaries and Assistant Controllers and such other subordinate officers, agents and employees
as the Board of Directors may deem necessary, each of whom shall hold office for such period as the Board of Directors may from
time to time determine. The Board of Directors may delegate to any principal officer the power to appoint and to remove any such
subordinate officers, agents or employees.
Section 4.04.
Removal
.
Except as otherwise permitted with respect to subordinate officers, any officer may be removed, with or without cause, at any time,
by resolution adopted by the Board of Directors.
Section 4.05.
Resignations
.
Any officer may resign at any time by giving written notice to the Board of Directors (or to a principal officer if the Board of
Directors has delegated to such principal officer the power to appoint and to remove such officer). The resignation of any officer
shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 4.06.
Powers
and Duties
. The officers of the Corporation shall have such powers and perform such duties incident to each of their respective
offices and such other duties as may from time to time be conferred upon or assigned to them by the Board of Directors.
ARTICLE 5
CAPITAL STOCK
Section 5.01.
Certificates
For Stock; Uncertificated Shares
. The shares of the Corporation shall be represented by certificates, provided that the Board
of Directors of the Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its
stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate
is surrendered to the Corporation. Except as otherwise provided by law, the rights and obligations of the holders of uncertificated
shares and the rights and obligations of the holders of shares represented by certificates of the same class and series shall be
identical. Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name
of the Corporation by the Chairman or Vice Chairman of the Board of Directors, or the President or Vice President, and by the Treasurer
or an assistant Treasurer, or the Secretary or an assistant Secretary of such Corporation representing the number of shares registered
in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such
person were such officer, transfer agent or registrar at the date of issue. A Corporation shall not have power to issue a certificate
in bearer form.
Section 5.02.
Transfer
Of Shares
. Shares of the stock of the Corporation may be transferred on the record of stockholders of the Corporation by the
holder thereof or by such holder’s duly authorized attorney upon surrender of a certificate therefor properly endorsed or
upon receipt of proper transfer instructions from the registered holder of uncertificated shares or by such holder’s duly
authorized attorney and upon compliance with appropriate procedures for transferring shares in uncertificated form, unless waived
by the Corporation.
Section 5.03.
Authority
for Additional Rules Regarding Transfer
. The Board of Directors shall have the power and authority to make all such rules and
regulations as they may deem expedient concerning the issue, transfer and registration of certificated or uncertificated shares
of the stock of the Corporation, as well as for the issuance of new certificates in lieu of those which may be lost or destroyed,
and may require of any stockholder requesting replacement of lost or destroyed certificates, bond in such amount and in such form
as they may deem expedient to indemnify the Corporation, and/or the transfer agents, and/or the registrars of its stock against
any claims arising in connection therewith.
ARTICLE 6
GENERAL PROVISIONS
Section 6.01.
Fixing
the Record Date
. (a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the
date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be
more than 60 nor less than 10 days before the date of such meeting. If no record date is fixed by the Board of Directors, the record
date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business
on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding
the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting;
provided
that the Board of Directors may fix a new record date
for the adjourned meeting.
(b)
In
order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting,
the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which date shall not be more than 10 days after the date upon which the resolution
fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record
date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by
the Board of Directors is required by Delaware Law, shall be the first date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in Delaware, its principal
place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders
are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return
receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required
by Delaware Law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting
shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.
(c)
In
order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or
allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days
prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at
the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Section 6.02.
Dividends
.
Subject to limitations contained in Delaware Law and the certificate of incorporation, the Board of Directors may declare and pay
dividends upon the shares of capital stock of the Corporation, which dividends may be paid either in cash, in property or in shares
of the capital stock of the Corporation.
Section 6.03.
Year
.
The fiscal year of the Corporation shall commence on January 1 and end on December 31 of each year. The fiscal year of the
corporation may be changed by the board of directors.
Section 6.04.
Corporate
Seal
. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words
“Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or otherwise
reproduced.
Section 6.05.
Voting
of Stock Owned by the Corporation
. The Board of Directors may authorize any person, on behalf of the Corporation, to attend,
vote at and grant proxies to be used at any meeting of stockholders of any corporation (except this Corporation) in which the Corporation
may hold stock.
Section 6.06.
Amendments
.
These bylaws or any of them, may be altered, amended or repealed, or new bylaws may be made, by the stockholders entitled to vote
thereon at any annual or special meeting thereof or by the Board of Directors. Unless a higher percentage is required by the certificate
of incorporation as to any matter which is the subject of these bylaws, all such amendments must be approved by the affirmative
vote of the holders of 66⅔% of the total voting power of all outstanding securities of the Corporation then entitled to vote
generally in the election of directors, voting together as a single class or by a majority of the Board of Directors.
MEDIA CONTACTS:
Roar Media
Tyler Sminkey and Kris Conesa
tyler@roarmedia.com and kris@roarmedia.com
(305) 403-2080, Ext. 114 or Ext.
115
www.RoarMedia.com
NET ELEMENT
AND CAZADOR ACQUISITION CORPORATION ANNOUNCE COMPLETION
OF MERGER TO BECOME NET ELEMENT INTERNATIONAL,
TRADING TO BEGIN WEDNESDAY UNDER NASDAQ SYMBOL ‘NETE’
Net Element International’s New CEO, Francesco Piovanetti, and Newly Appointed Chairman,
Kenges Rakishev, to Join Company’s Team in Ringing NASDAQ Opening Bell on October 4
NEW YORK – Oct. 2, 2012
–
Net Element, a technology driven group in mobile commerce and payment processing, as well as in entertainment and
culture Internet destinations in Russia and other emerging markets, and Cazador Acquisition Corporation, a special purpose acquisition
company (SPAC), today announced that their respective shareholders have approved their merger agreement and their previously announced
business combination has been completed. The combined entity, named "Net Element International Inc.," will be listed
on the NASDAQ Capital Market beginning Wednesday, Oct. 3, under the ticker symbol “NETE.
”
“As a result of this merger,
Net Element International is well-positioned to become a leading mobile-based commerce and payment processing platform and continue
implementing our growth strategy for our content and technology properties in the U.S. as well as Russia and other emerging markets,”
said
Francesco Piovanetti
, Net Element International’s new Chief Executive Officer, who previously served as Cazador’s
Chairman and Chief Executive Officer.
Opening Bell Ceremony on October 4
In celebration of its NASDAQ listing, Net Element International will ring the NASDAQ opening bell at
9:30 a.m. Thursday,
Oct. 4,
at the NASDAQ MarketSite in New York City. In attendance will be Piovanetti along with the company’s newly appointed
Chairman and Director, Kenges Rakishev
,
a global business leader and technology investor, and Dmitry Kozko, its newly appointed
President. The event begins at approximately 9:15 a.m., with media and guests invited to begin arriving at 8:30 a.m. The event
may be viewed live that morning at
http://www.nasdaq.com/reference/marketsite_about.stm.
Said Rakishev: “Net Element International, with its extensive global network and high-level business dealings with Russia,
Kazakhstan and other CIS countries, is ideally positioned to capitalize on the region’s booming technology marketplace and
bring value to our shareholders.”
Aegis Capital Corp. acted as financial adviser to Cazador, and Reed Smith LLP acted as legal advisor to Cazador. Bilzin Sumberg
Baena Price & Axelrod LLP provided legal counsel and Primary Capital, LLC acted as an adviser to Net Element.
About Net Element International, Inc. (NASDAQ:NETE)
Net Element International (NASDAQ:NETE) is a technology driven group in mobile commerce and payment processing, as well as
in entertainment and culture Internet destinations in Russia and other emerging markets. Its international technology development
centers, extensive global network and high-level business relationships in Russia and the Commonwealth of Independent States strategically
position the company for growth these markets and beyond. Net Element International owns and operates a mobile-commerce company,
TOT Money, as well as several Internet properties that create social and business communities in the entertainment, music, motorsports
and film industries. Net Element’s portfolio includes: www.TOTmoney.ru; www.Motorsport.com; www.Openfilm.com;
and www.Music1.ru; www.ARLive.com and www.Yapik.com. For more information, visit www.NetElement.com.
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. These forward-looking statements reflect Net Element International's (NEI) and its directors’ and
management’s current beliefs, expectations or intentions regarding future events. Any statements contained in this press
release that are not statements of historical fact may be deemed forward-looking statements. Words such as “will,”
“become,” “achieve,” “execute,” “continue,” “may,” “could,”
“should,” “expect,” “expected,” “proposed,” “contemplated,” “plan,”
“project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,”
“potential,” “continue,” and similar expressions are intended to identify such forward-looking statements.
These forward-looking statements include, without limitation, all statements and information regarding the intent, belief or current
expectation of NEI and its directors and management. All forward-looking statements involve significant risks and uncertainties
that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, many of
which are generally outside the control of NEI and are difficult to predict. Examples of such risks and uncertainties include,
but are not limited to: (i) the amount of cash available to NEI following the business combination being insufficient to allow
NEI to achieve its business objectives; (ii) the future performance of NEI following the closing of the business combination;
(iii) the impact of the business combination on the markets for NEI’s products and services; (iv) the employees of Cazador
and Net Element not being combined and integrated successfully; (v) operating costs, unexpected transaction costs and actual or
contingent liabilities; (vi) business disruption following the business combination, including adverse effects on employee retention
and on NEI’s business relationships with third parties; (vii) the failure of NEI’s common stock to maintain its listing
on The Nasdaq Capital Market; (viii) general business and economic conditions; and (ix) the performance of financial markets.
Additional factors that could cause actual results to differ materially from those expressed or implied in the forward-looking
statements can be found in the most recent annual report on Form 10-K and the subsequently filed quarterly reports on Form 10-Q
and current reports on Form 8-K filed by each of Cazador and Net Element with the U.S. Securities and Exchange Commission (the
“SEC”), the definitive joint proxy statement/prospectus filed by Cazador and Net Element with the SEC and future reports
and other filings by NEI with the SEC. NEI anticipates that subsequent events and developments may cause its views and expectations
to change. NEI assumes no obligation, and it specifically disclaim any intention or obligation, to update any forward-looking
statements, whether as a result of new information, future events or otherwise, except as expressly required by law.
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Editor’s Notes:
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Interviews are available at the NASDAQ MarketSite on
October 4 Interviews before, during and after the October 4 bell-ringing ceremony may be
coordinated upon request
Photographs and videos of the opening
bell-ringing ceremony at the NASDAQ MarketSite are available upon request
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