Exhibit 10.8

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “ Agreement ”) is made as of __________, 20___ by and between Net Element International, Inc., a Delaware corporation (the “ Company ”), and ____________________ (“ Indemnitee ”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement. Certain capitalized terms used herein are defined in Section 2 hereof.

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance and/or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

WHEREAS, the Board of Directors of the Company (the “ Board ”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among United States-based corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the corporation or business enterprise itself;

WHEREAS, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;

WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company and its stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;

WHEREAS, the Certificate of Incorporation (the “ Certificate of Incorporation ”) of the Company requires indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (the “ DGCL ”). The Certificate of Incorporation and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to indemnification;

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified;

WHEREAS, this Agreement is a supplement to and in furtherance of the Bylaws (the “ Bylaws ”) of the Company, Certificate of Incorporation and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and

WHEREAS, Indemnitee does not regard the protection available under the Bylaws, Certificate of Incorporation and insurance as adequate in the present circumstances, and may not be willing to serve as an officer or director without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that he be so indemnified.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

Section 1. Services to the Company. Indemnitee serves as a director and officer of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law). The foregoing notwithstanding, this Agreement shall continue in full force and effect after Indemnitee has ceased to serve as a director or officer of the Company, as provided in Section 16 hereof.

Section 2. Definitions. As used in this Agreement:

(a) References to “ agent ” mean any person who is or was a director, officer or employee of the Company or a subsidiary of the Company or other person authorized by the Company to act for the Company, to include such person serving in such capacity as a director, officer, trustee, partner, managing member, employee, agent or fiduciary or other official of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise at the request of, for the convenience of or to represent the interests of the Company or a subsidiary of the Company.

(b) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time.

(c) “ Corporate Status ” describes the status of a person who is or was a director, officer, trustee, partner, managing member, employee, agent or fiduciary of the Company or of any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at the request of the Company.

(d) “ Enterprise ” means the Company and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, partner, managing member, employee, agent or fiduciary.

(e) “ Expenses ” includes all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts and other professionals, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial services, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, ERISA excise taxes and penalties, and all other disbursements, obligations or expenses of the types customarily incurred in connection with, or as a result of, prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a deponent or witness in or otherwise participating in a Proceeding. Expenses also shall include (i) Expenses incurred in connection with any appeal resulting from any Proceeding, including, without limitation, the premium, security for and other costs relating to any cost bond, supersedeas bond or other appeal bond or its equivalent, (ii) expenses incurred in connection with recovery under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee is ultimately determined to be entitled to such indemnification, advancement or Expenses or insurance recovery, as the case may be, and (iii) for purposes of Section 14(d) only, Expenses incurred by or on behalf of Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise. The parties agree that for the purposes of any advancement of Expenses for which Indemnitee has made written demand to the Company in accordance with this Agreement, all Expenses included in such demand that are certified by affidavit of Indemnitee’s counsel as being reasonable shall be presumed conclusively to be reasonable. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

(f) “ Independent Counsel ” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

(g) The term “ Proceeding ” includes any threatened, pending or completed action, suit, claim, counterclaim, cross claim, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative, regulatory, legislative or investigative (formal or informal) nature, including any appeal therefrom, in which Indemnitee was, is or will be involved as a party, potential party, non-party witness or otherwise by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any action taken by him (or a failure to take action by him) or of any action (or failure to act) on his part while acting pursuant to his Corporate Status, in each case whether or not serving in such capacity at the time any liability or Expense is incurred for which indemnification, reimbursement or advancement of Expenses can be provided under this Agreement. If Indemnitee believes in good faith that a given situation may lead to or culminate in the institution of a Proceeding, this shall be considered a Proceeding under this paragraph.

(h) Reference to “ other enterprise ” includes employee benefit plans; references to “ fines ” shall include any excise tax assessed with respect to any employee benefit plan; references to “ serving at the request of the Company ” shall include any service as a director, officer, employee or agent of the Company that imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

Section 3. Indemnity in Third-Party Proceedings. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3 , Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, damages, losses, judgments, liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, damages, losses, judgments, liabilities, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that his conduct was unlawful. The parties hereto intend that this Agreement, to the fullest extent permitted by law, shall provide for indemnification in excess of that expressly permitted by statute, including, without limitation, any indemnification provided by the Certificate of Incorporation, the Bylaws, vote of its stockholders or disinterested directors or applicable law.

Section 4. Indemnity in Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4 , Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, damages, losses, judgments, liabilities, fines, penalties and amounts paid in settlement) actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. If applicable law so provides, no indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

Section 5. Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement, to the fullest extent permitted by applicable law and to the extent that Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with or related to each successfully resolved claim, issue or matter to the fullest extent permitted by law. For purposes of this Section 5 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Section 6. Indemnification For Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the fullest extent permitted by applicable law and to the extent that Indemnitee is, by reason of his Corporate Status, a witness or otherwise asked to participate in any aspect of a Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.

Section 7. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses, damages, losses, judgments, liabilities, fines, penalties and amounts paid in settlement, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

Section 8. Additional Indemnification.

(a) Notwithstanding any limitation in Sections 3 , 4 or 5 , the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to or a participant in any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, damages, losses, judgments, liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, damages, losses, judgments, liabilities, fines, penalties and amounts paid in settlement) actually and reasonably incurred by or on behalf of Indemnitee in connection with the Proceeding.

(b) For purposes of Section 8(a) , the meaning of the phrase “ to the fullest extent permitted by applicable law ” shall include, but not be limited to:

i. to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL, and

ii. to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Section 9. Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnification payment in connection with any claim made against Indemnitee:

(a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; or

(b) for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law, or (ii) any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “ Sarbanes-Oxley Act ”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act); or

(c) except as provided in Section 14(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) such payment arises in connection with any mandatory counterclaim or cross-claim or affirmative defense brought or raised by Indemnitee in any Proceeding (or any part of any Proceeding), or (iii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Section 10. Advances of Expenses. Notwithstanding any provision of this Agreement to the contrary (other than Section 14(d )), the Company shall advance, to the extent not prohibited by law, the Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee, and such advancement shall be made within 10 days after the receipt by the Company of a statement or statements requesting such advances from time to time (which shall include invoices received by Indemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be so included), whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest-free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. In accordance with Section 14(d) , advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that Indemnitee undertakes to repay the amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. No other form of undertaking shall be required other than the execution of this Agreement. This Section 10 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 9 .

Section 11. Procedure for Notification and Defense of Claim.

(a) Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof or Indemnitee’s becoming aware thereof. The written notification to the Company shall include a description of the nature of the Proceeding and the facts underlying the Proceeding, in each case, to the extent known to Indemnitee. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Proceeding. The failure by Indemnitee to notify the Company hereunder will not relieve the Company from any liability that it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement or otherwise. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification.

(b) The Company will be entitled to participate in the Proceeding at its own expense.

(c) The Company shall not settle any Proceeding (in whole or in part) if such settlement would impose any Expense, damage, loss, judgment, liability, fine, penalty or limitation on Indemnitee which Indemnitee is not entitled to be indemnified hereunder without Indemnitee’s prior written consent.

Section 12. Procedure Upon Application for Indemnification.

(a) Upon written request by Indemnitee for indemnification pursuant to Section 11(a) , a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within 10 days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by or on behalf of Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied.

(b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b) . The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board) and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. If Independent Counsel is to be selected by the Board pursuant to the preceding sentence, the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. In either event, the Company or Indemnitee, as the case may be, may, within 10 days after such written notice of selection shall have been given, deliver to Indemnitee or to the Company, as the case may be, a written objection to such selection; provided , however , that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or the Delaware Court has determined that such objection is without merit. If, within 20 days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 11(a) hereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court for resolution of any objection that shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by such court or by such other person as such court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

(c) If the Company disputes a portion of the amounts for which indemnification is requested, the undisputed portion shall be paid and only the disputed portion withheld pending resolution of any such dispute.

Section 13. Presumptions and Effect of Certain Proceedings.

(a) In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 11(a) of this Agreement, and the Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by Independent Counsel that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.

(c) For purposes of any determination of good faith, and without creating any presumption as to a lack of good faith if the following circumstances do not exist, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the directors or officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Enterprise. The provisions of this Section 13(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. Whether or not the foregoing provisions of this Section 13(c) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company.

(d) The knowledge and/or actions, or failure to act, of any director, officer, trustee, partner, managing member, employee, agent or fiduciary of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Section 14. Remedies of Indemnitee.

(a) Subject to Section 14(e) , in the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 12(a) of this Agreement within 90 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 5 , 6 or 7 or the last sentence of Section 12(a) of this Agreement within 10 days after receipt by the Company of a written request therefor, (v) payment of indemnification pursuant to Section 3 , 4 or 8 of this Agreement is not made within 10 days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of his entitlement to such indemnification or advancement of Expenses. Alternatively, Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 14(a) ; provided , however , that the foregoing clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

(b) In the event that a determination shall have been made pursuant to Section   12(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 14 the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.

(c) If a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14 , absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d) The Company shall, to the fullest extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. It is the intent of the Company that, to the fullest extent permitted by law, Indemnitee not be required to incur legal fees or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. The Company shall, to the fullest extent permitted by law, indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within 10 days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Expenses to Indemnitee, which are incurred by or on behalf of Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company if, in the case of indemnification, Indemnitee is wholly successful on the underlying claims; if Indemnitee is not wholly successful on the underlying claims, then such indemnification shall be only to the extent Indemnitee is successful on such underlying claims or otherwise as permitted by law, whichever is greater.

(e) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

Section 15. Non-exclusivity; Survival of Rights; Insurance; Subrogation.

(a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement (i) shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation, the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise and (ii) shall be interpreted independently of, and without reference to, any other such rights to which Indemnitee may at any time be entitled. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Bylaws, Certificate of Incorporation and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. To the extent that any change is made to the Bylaws or Certificate of Incorporation which permits any greater right to indemnification than that provided under this Agreement as of the date hereof, Indemnitee will be deemed to have such greater right hereunder. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b) For the duration of Indemnitee’s service as a director and/or officer of the Company, and thereafter for so long as Indemnitee shall be subject to any Proceeding, claim, issue or matter thereof (including any rights of appeal thereto) the Company shall use commercially reasonable efforts to continue to maintain in effect policies of directors’ and officers’ liability insurance providing coverage that is at least substantially comparable in scope and amount to that provided by the Company’s current policies of directors’ and officers’ liability insurance. Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee or agent under such policy or policies. At the time of the receipt of a notice of a claim pursuant to the terms hereof the Company shall give prompt notice of such claim or of the commencement of a Proceeding, as the case may be, to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

(c) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(d) The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

(e) The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, trustee, partner, managing member, employee, agent or fiduciary of the Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of Expenses from the Enterprise.

Section 16. Duration of Agreement. This Agreement and all the obligations of the Company contained herein shall be for the entire period that Indemnitee was or is a director or officer of the Company or the Enterprise and shall continue thereafter (a) so long as Indemnitee may be subject to any possible Proceeding (including any rights of appeal thereto) and (b) throughout the pendency of any Proceeding (including any rights of appeal thereto) commenced by Indemnitee to enforce or interpret his or her rights under this Agreement, even if, in either case, Indemnitee may have ceased to serve in such capacity at the time of any such Proceeding. The indemnification and advancement of expenses rights provided by or granted pursuant to this Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, reorganization, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or of the Enterprise, and shall inure to the benefit of Indemnitee and his or her spouse, assigns, heirs, devisees, executors and administrators and other legal representatives. The Company shall require and shall cause any successor (whether direct or indirect by purchase, reorganization, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company to, by written agreement, expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

Section 17. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever, then (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

Section 18. Enforcement.

(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director or officer of the Company and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director or officer of the Company.

(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided , however , that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws, any directors’ and officers’ insurance maintained by the Company and applicable law, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

Section 19. Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver. Except as specifically provided for herein, no failure to exercise or any delay in exercising any right or remedy hereunder shall constitute a waiver thereof.

Section 20. Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, (b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, (c) mailed by reputable overnight courier and receipted for by the party to whom said notice or other communication shall have been directed or (d) sent by facsimile transmission, with receipt of oral confirmation that such transmission has been received:

(a) If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide to the Company.

(b) If to the Company to:

Net Element International, Inc.
1450 S Miami Ave.
Miami, FL 33130
United States

or to any other address as may have been furnished to Indemnitee by the Company.

Section 21. Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by or on behalf of Indemnitee, whether for damages, losses, judgments, liabilities, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (a) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (b) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

Section 22. Applicable Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “ Delaware Court ”), and not in any other state or federal court in the United States of America or any court in any other country, (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

Section 23. Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

Section 24. Miscellaneous. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and year first above written.

Exhibit 10.9

[English translation from the original Russian language document]

CONTRACT No. СPА/ML-17

Moscow

March 1, 2013

ZAO "MegaLabs", incorporated and registered in accordance with laws of the Russian Federation, hereinafter referred to as the "Customer", represented by the Director on Operating activities V.Y. Starodubov, acting on the basis of power of attorney No. 16-CEO-Ish-459/12 dated 07.12.2012, on the one hand, and                                        and TOT MONEY LLC, incorporated and registered in accordance with laws of the Russian Federation, hereinafter referred to as the "Provider", represented by its General director, Ts.Kh. Katsaev, acting on the basis of the Articles of Association, on the other hand (hereinafter collectively referred to as the "Parties" and individually as the "Party"), whereas the Parties warrant to each other that they have all necessary rights, licenses, authorizations to enter into the above mentioned relations, have concluded this Contract (hereinafter referred to as the "Contract") to the following effect:

TERMS AND DEFINITIONS

The following terms are used for the purpose of this Contract:

1. Subscriber shall mean a Subscriber of MegaFon and a Visitor.

2. MegaFon Subscriber shall mean an individual, legal entity or individual entrepreneur using communication services of the Operator with whom a contract of communication service is concluded with allocation of a subscriber's number or unique identification code for such a purpose.

3. Subscriber's Device shall mean a technical device including software legally held by a Subscriber enabling the Subscriber to access communication services of the Operators through connection of this terminal device to the communication network of the Operator.

4. Video Call shall mean a dialup connection for the purpose of simultaneous transmission of speech and image, to be set by the Operator using equipment of its communication system between the Subscriber Device of the Subscriber and the Information Center of the Provider through the Connection Point via Digital Identifiers, allocated to the Provider.

5. Visitor shall mean a user of communication services concluding a contract of communication service with one of the operators of mobile communications, other than the Operator, and to whom services of the Operator are provided (national and/or international roaming).

6. Input Traffic shall mean an aggregate of messages transmitted via the communication network of the Operator (voice calls, video calls, SMS messages, USSD messages, MMS messages) directed from the Information Center of the Provider to Subscriber Devices of Subscribers through the Connection Point from Digital Identifiers allocated to the Provider.

7. Voice call – voice dialup connection established by the Operator using equipment of its communication network between the Subscriber Device of the Subscriber and the Information Center of the Provider through the Connection Point via Digital Identifiers, allocated to the Provider.

8. Subscriber's Request shall mean a request of the Subscriber to the Information Center of the Provider by means of Voice Calls, Video Calls, SMS, USSD and MMS messages, in order to get information-reference and entertainment services.

9 . Information Center of the Provider shall mean the service for receipt, storage and processing of various Requests of Subscribers for the purpose to provide information-reference and entertainment services to Subscribers of the Operator. Contents of the Information Center mean an information resource the composition whereof is determined by the Customer in accordance with Annexes Nos. 4, 8 to this Contract.

10. Output Traffic shall mean the aggregate of messages (Subscribers' Requests) transmitted via the communication network of the Operator (voice calls, video calls, SMS messages, USSD messages, MMS messages) transmitted from Subscriber Devices of Subscribers to Digital Identifiers allocated to the Provider through the Connection Point.

11 Operator shall mean OJSC "MegaFon" providing mobile radiophone communication services and related services in the territory of the Russian Federation under the “MegaFon” service mark. For providing additional services to the Subscribers the Operator shall use services of the Customer under the separate agreement between the Operator and the Customer.

12. CbI – “Content by Installments” service according to the terms of which at the request to the Provider’s Information center the Subscriber having insufficient funds shall be provided with the payment delay for the purpose of gaining profit from communication services (attraction of traffic) organizing access between the Subscriber Device and the Information Center of the Provider through the Connection Point.

13. Accounting Period shall mean a calendar month when the Provider provided access between the Connection Point and the Information Center of the Provider and attracted the traffic via Digital Identifiers, allocated to the Provider.

14. Previous Accounting Period shall mean a calendar month of the year preceded to the Accounting Period.

15. Spam shall mean voice calls, video calls, dispatch of SMS messages, USSD messages, MMS messages and other messages sent from various communication channels without prior consent of Subscribers or misrepresenting Subscribers about the nature of such messages and not enabling to identify the sender of the message, including those containing a non-existent or false address of the sender.

16. Connection Point shall be determined depending on using technology (Voice Calls, Video Calls, SMS-, USSD- and MMS- messages) and specified in Annex No. 1 to this Contract.

17. Branch(es) of the Operator shall mean mentioned one or several branches of OJSC "Megafon".

18. Digital Identifier shall mean a service number designated to provide Operator Subscribers with access to the Information Center of the Provider via Voice Calls, Video Calls, SMS-, USSD- и MMS- messages. Digital identifier(s) is (are) to be allocated to the Provider by the Customer and /or the Operator and is (are) specified in Annex No. 4 to this Contract.

19. MMS (Multimedia Message Service) shall mean a multimedia message containing information in the digital, textual, graphic, audio, video format transmitted by the Operator using equipment of its communication network between the Subscriber Device of the Subscriber and the Information Center of the Provider through the Connection Point via Digital Identifiers, allocated to the Provider.

20. SMS (Short Message Service) shall mean a short text message containing information in the digital textual format transmitted by the Operator using equipment of its communication network between the Subscriber Device of the Subscriber and the Information Center of the Provider through the Connection Point via Digital Identifiers, allocated to the Provider.

21. USSD (Unstructured Supplementary Service Data) shall mean a service enabling to arrange for high-speed interactive interaction between a Subscriber and service applications in the data transmission mode, transmitted by the Operator using equipment of its communication network between the Subscriber Device of the Subscriber and the Information Center of the Provider through the Connection Point via Digital Identifiers, allocated to the Provider.

22. Fraud Traffic shall mean traffic organized with violation of conditions of clause 2.1.7 hereof as well as requirements of the Customer for the purpose of due fulfillment of this Contract by the Provider and/or third parties engaged by it.

23. Prefix shall mean a combination of letters, digits or symbols contained in the Subscriber's Request.

1. SUBJECT-MATTER OF THE CONTRACT

1.1. The Customer shall ensure access between the Connection Point and Information Center of the Provider via Digital Identifiers to the Subscribers for the purpose of fulfillment of obligations to the Operator.

1.2. The Provider shall ensure access between the Information Center of the Provider and the Connection Point and attract traffic via Digital Identifiers allocated to the Provider through organization of Subscribers' Request between the Information Center of the Provider and the Connection Point.

1.3. The Customer shall determine the Contents of the Information Center of the Provider by approval of the Provider's Request for determination of the Information Center of the Provider according to the form given in Annex No. 8 to this Contract. The Provider will send to the Customer a Request for determination of the Information Center of the Provider by method to be additionally agreed upon between the Parties. Contents of the Information Center will be formed according to the interests of Subscribers determined by the Customer and the Operator.

1.4. The Customer will pay to the Provider a fee for provision of access between the Connection Point and the Information Center of the Provider and attraction of traffic (hereinafter referred to as the "fee") to be calculated according to Annex No.5 to this Contract in accordance with article 3 of this Contract.

1.5. Tariffing of Subscriber access to the Provider Information Center including the cost of Subscribers' Requests shall be formed by the Customer according to tariff classes approved by the Operator and published on the web site www.megafon.ru in the section "For content providers". The Provider may ask the Customer for a change of tariff for the Subscriber on the Digital Identifier at least 30 (thirty) calendar days in advance and not more than 1 (One) time every 3 (Three) months. At that, the Customer shall inform the Provider on any changes in the list of tariff classes at least 30 (thirty) calendar days in advance.

2. OBLIGATIONS OF THE PARTIES

2.1. Obligations of the Provider:

2.1.1. Ensure access between the Connection Point and the Information Center of the Provider for Subscribers within the communication network of the Operator and to attract traffic by Digital Identifiers mentioned in Annexes No. 4, under the terms of Annex No. 1 hereto. At that, the Provider agrees to approve contents of the Information Center of the Provider with the Customer in accordance with Annex No. 8 to the Contract.

2.1.2. Provide access between the Connection Point and the Information Center within 30 (Thirty) business days after the effective date of this Contract.

2.1.3. Inform Subscribers on its own on information contents and possibilities of the Information Center of the Provider and on the procedure for provision and use of services provided by the Provider via the Information Center of the Provider.

2.1.4. Attract traffic over the Accounting Period so that the average cost of attracted Output Traffic per each Digital Identifier allocated to the Provider according to Annex No. 4 to this Contract would be at least 50,000 (Fifty thousand) rubles inclusive of VAT (the minimum average cost of attracted traffic).

2.1.5. Process Output Traffic from Subscribers to Digital identifiers and by technologies specified in Annex No. 4 hereto using the Information Center in accordance with terms of Annex No. 1 hereto;

2.1.6. Ensure daily and round-the-clock provision of access between the Connection Point and the Information Center other than breaks to carry out necessary preventive and repair works which will be planned by the Parties for hours of the minimum load.

2.1.7. Not to use allocated Digital identifiers, connection to equipment of the Customer and any other means of delivery of information to Subscribers of the Operator:

· To organize SPAM;

· To dispatch unfair advertisement, anti-advertisement;

· To get confidential information about Subscribers and third parties (unless Subscribers and/or third parties voluntarily provide such confidential information about themselves);

· To distribute harmful software;

· For blackmail, i.e. request to transfer alien property or property right or commission of other proprietary acts under the threat of violence, destruction or damage of alien property or under the threat of distribution of data dishonoring the Subscriber or his/her relatives or other data which may cause material damage to rights or legal interests of the Subscriber or his/her relatives.

· To organize services with incorrect indication of cost and/or other parameters thereof including indication of cost without indication as to inclusiveness or exclusiveness of VAT;

· For unfair service (partial provision, full absence of service after payment by a Subscriber);

· Not in accordance with Contents of the Information Center of the Provider as specified in Annex No. 4;

· To distribute information prohibited for distribution under applicable laws of the Russian Federation or incompliant with applicable ethical norms and principles, offending human dignity, promoting violence, race or national hostility etc., pornographic information;

· To provide services for transfer of funds from a personal account of a Subscriber to digital wallets such as WebMoney, Yandex Monedy etc., not agreed with the Customer;

· To take other illegal acts aimed to gain profit.

2.1.8. Not to attract any Input Traffic upon expiration of 60 (Sixty) days after receipt of the last Request of a Subscriber. Repeated attraction of traffic is possible only via digital identifiers set in annex No. 4 to this Contract, whereto a Subscriber's Request is sent, but not more than once per month for each Subscriber's number. Traffic may be attracted by the Provider only through organization of Subscribers' Requests between the Connection Point of the Operator and the Information Center of the Provider within 60 (Sixty) days after receipt of the last Request from a Subscriber and only upon agreement with the Customer.

2.1.9. To ensure compliance of contents of the Information Center of the Provider and Input Traffic with norms of applicable laws of the Russian Federation.

2.1.10. Not to use trademarks and service marks of the Operator and/or the Customer in advertisement of its goods, services or contents of the Information center without approval of the Customer and also for organization of SPAM.

2.1.11. When attracting traffic the Provider shall not cause any damage to the Operator and/or the Customer including damage of business reputation of the Customer, Subscribers and third parties. No moral harm shall be caused to individuals.

2.1.12. In case of a written or oral complaint (claim) against the Customer and/or the Operator from a Subscriber or other interested persons or competent governmental authorities when a claim is submitted against the Customer and/or the Operator as regard to contents of the Information Center poor quality provision of access or refusal of access to the Information Center, improper advertisement of the Information Center, to carry out work in accordance with Annex No. 2 to this Contract.

2.1.13. In case of a written or oral complaint (claim) of Subscribers to the Customer/the Operator and/or Provider because of receipt of Input Traffic not ordered by the Subscriber, to ensure measures according to Annex No. 2 to this Contract.

2.1.14. To fully bear expenses associated with operation of a communication channel, development and modernization of technical means involved to connect to the area of responsibility of the Provider in accordance with Annex No. 1 to this Contract.

2.1.15. To warrant that the aggregate cost of Input and Output Traffic over all Digital Identifiers over the Accounting Period, calculated according to Table 5.1 of Annex No. 5 hereto will not exceed the cost of the Input Traffic calculated at the tariff rate applicable to the Subscriber, as determined in Annex No. 5 hereto over all Digital identifiers. Details of traffic shall be fixed in a monthly Certificate of Provided Services according to the form of Annex No. 3 hereto.

2.1.16. To timely and correctly provide documents required for settlements under this Contract.

2.1.17. For sending response messages to Requests of Subscribers to use a communication channel between own equipment and the Connection Point.

2.1.18. If the Provider engages any third parties for fulfillment of obligations under this Contract, by provision of Digital identifiers to third parties, the Provider obliges to conclude a written contract with such a third party. The contract with the third party shall contain requirements of the Customer to use of Digital Identifiers prescribed in clauses 2.1.7-2.1.10, 2.1.19 and 2.1.20 and the list of Digital Identifiers provided to the third party. The Provider obliges, at the request of the Customer to provide a full list of third parties including their registration or passport data and certified copies of contracts with third parties including the list of Digital Identifiers allocated to the third party, not later than 3 (Three) business days after the relevant request of the Customer. At that, the contract with a third party shall provide for the consent of the third party to disclosure of his/her personal data to the Customer by the Provider for the purposes of this Contract, and such consent should be obtained. The list of Digital Identifiers which may be transferred by the Provider to third parties under relevant contracts shall be specified by the Parties in Annex No. 4 to the Contract. The other Digital Identifiers not directly listed in Annex No. 4 as to be transferred to third parties, may not be transferred by the Provider to third parties.

2.1.19. If traffic is attracted by Voice Calls to Digital Identifiers, the Provider obliges to inform Subscribers that the service is provided for a fee by a voice information message lasting not longer than 2 (Two) seconds from commencement of the contact as follows: "The service is for a fee".

2.1.20. If the Provider offers any stimulating lotteries, actions, quizzes or other incentives (hereinafter referred to as the "Incentives") using Digital identifiers subject to provision of prizes to Subscribers, the Provider shall get an authorization of the Customer to undertake such Incentives before undertaking the same by the method under an agreement between the Parties. If the Customer authorizes the Provider to hold an Incentive, the Provider obliges to inform Subscribers on tax consequences of obtainment of prizes by Subscribers. The Provider shall not carry out lotteries, gambling using Digital Identifiers or provide services not relating to information-reference and entertainment services.

2.1.21. The Provider shall on the quarterly basis not later than 10 (ten) calendar days after termination of the last month of a quarter and at the request of the Customer send to the Customer a certificate of verification of settlements in break-up for the Branches. A copy of the certificate of verification of settlements shall be sent by fax, email and the original – with a courier or registered letter.

2.2. Obligations and Rights of the Customer:

2.2.1 To enable connection of the Provider to the Connection Point. To carry out receipt and transmission of Input and Output Traffic to Digital Identifiers according to Annex No. 4 and in accordance with Annex No. 1 to this Contract.

2.2.2. To provide Subscribers within the communication network of the Operator with technical possibility of access between the Subscriber Device and the Point of Connection to Digital Identifiers as specified in Annex No. 4 to this Contract .

2.2.3. Upon Requests of Subscribers to Digital Identifiers allocated to the Provider to transfer the actual subscriber's number of the requesting Subscriber to the Provider for the purposes of identification and further interaction with it.

2.2.4 To fully bear expenses associated with operation of CPA System, development and modernization of technical means involved to connect to the area of responsibility of the Customer in accordance with Annex No. 1 to this Contract.

2.2.5. To timely make settlements with the Provider in accordance with article 3 of this Contract "Settlements" at such amounts as determined according to Annex No. 5 to this Contract.

2.2.6. The Customer is entitled to control Contents of the Information Center of the Provider and quality of information-reference and entertainment services provided by the Provider to Subscribers by Digital Identifiers through internet monitoring of WEB sites and by engagement of experts in that area and, if any facts of violation are identified, to timely suspend access of Subscribers between the Subscriber Device and the Information Center of the Provider through the Connection Point or to extra judicially terminate the Contract by unilateral refusal to fulfill obligations under the Contract subject to notification of the Provider in writing.

2.3. Joint Obligations of the Parties:

2.3.1. The Provider obliges to inform in writing the Customer on all changes in the name, form of incorporation, address of location, actual address of location and postal address, INN (Taxpayer Identification Number), banking and other details as well as contact details given in Annex No. 7 to this Contract. The term of notice is within 3 (Three) calendar days after relevant change.

2.3.2. The Customer obliges to notify the Provider in writing on all changes in the name, form of incorporation, address of location, actual address of location and postal address, INN (Taxpayer Identification Number), banking and other details as well as contact details given in Annex No. 7 to this Contract provided that such information concerns changes in relation to the Customer. The term of notice is within 3 (Three) calendar days after relevant change.

3. SETTLEMENTS

3.1. The Customer shall pay the fee to the provider at such amounts as determined in Annexes Nos. 5 and 6 to this Contract within the terms under clause 3.6 hereof. The amount of the fee is to be determined in rubles exclusive of VAT.

3.2. The fee shall be paid to the Provider only from the traffic paid by Subscribers. In case of payment by Subscribers of access to the Information Center of the Provider (Subscribers' Requests) within further 90 (Ninety) calendar days, the amount of the Provider's fee will be recalculated in the following Accounting Periods according to tariff rates set in periods of actual provision by the Provider of access between the Connection Point and the Information Center of the Provider and amount of attracted traffic.

3.3. On the monthly basis, within first 3 (Three) business days of the month following the Accounting Period the Provider will provide the Customer with a report on the volume of Input and Output Traffic to Digital Identifiers according to the form of Annex No. 3 to this Contract, at the email address of the Customer specified in Annex No. 7.

3.4. On the monthly basis, within 3 (Three) business days of the month following the Accounting Period, the Customer shall send to the Provider at the email address mentioned in Annex No.7 a report on the volume of Input and Output Traffic on Digital Identifiers according to the form of Annex No. 3 to this Contract (hereinafter referred to as the "Report of the Customer"). In case of any violations in the accounting period, the Customer's report shall contain the list of violations associated with non-observance of conditions of the Contract by the Provider and description thereof.

3.5. The Provider will deliver to the Customer, not later than 5 (Five) business days after the month following the Accounting Period, original bill, Certificate of Provided Services and Report of the Customer according to the form of Annex No. 3 to this Contract. The invoice shall be issued in accordance with such procedure and within such terms as determined in clause 3 of article 169 of the Tax Code of the Russian Federation.

The Certificate of Provided Services, bill and invoice shall be executed on the basis of the Report of the Customer. The Certificate of Provided Services shall contain information on fines accrued against the Provider for non-observance of conditions of the Contract. When signing the Customer's Report and Certificate of Provided Services, the Provider recognizes violations of conditions of the Contract and the amount of accrued fines. The date of receipt of documents by the Customer from the Provider shall be the date of notification on delivery of the registered letter or the date of acknowledgement of receipt in case of a courier delivery.

3.6. If the Customer does not have any complaints against quality of access between the Connection Point and the Information Center of the Provider, contents of the Information Center of the Provider, quality of information-reference and entertainment services provided by the Provider to Subscribers of the Customer through Digital Identifiers, the Customer agrees to sign a Certificate of Provided Services and to pay the bill issued by the Provider according to data of the Report of the Customer by transfer of funds to the settlement account of the Provider not later than 15 (Fifteen) banking days after receipt of originals of the bill, invoice and Certificate of Provided Services. In case of any complaints, the Customer shall send a reasoned refusal to the Provider with the list of revealed defects within 5 (Five) business days.

3.7. In case of any deviation in data contained in reports of the Customer and reports of the Provider on the total volume of monthly attracted Input and Output Traffic admitted to Digital Identifiers by more than 5% (Five percent), the Customer will pay the fee to the Provider on the basis of the Customer's data within the terms stipulated in clause 3.6 of this Contract, until clarification of reasons for such deviation. In order to find out reasons for deviation in accounting data, the Customer and the Provider shall carry out detailed verification according to Annex No. 6 to this Contract. Detailed verification shall be done only after the Provider delivers documents prepared on the basis of the Report of the Customer.

3.8. In case of deviation in data in reports of the Parties as regard to the total volume of monthly attracted Input and Output Traffic admitted to Digital Identifiers by less than 5% (Five percent) inclusively, the Customer will pay to the Provider the fee according to data of the Report of the Customer within the terms specified in clause 3.6. of this Contract.

3.9. The fee will be paid to the Provider only after the Customer receives original documents listed in clause 3.5. of this Contract.

3.10. Subject to consent of the Customer, documents may be delivered by fax and/or email according to contact details contained in Annex No.7 to this Contract, subject to immediate sending of original documents by mail or with a courier.

3.11. The Customer may change terms and conditions of settlements hereunder. At that, the Customer shall send to the Provider a notice not later than 30 (Thirty) calendar days prior to the planned date of such change.

3.12. The date of settlement of the Provider's bill will mean the date of debit of funds from the settlement account of the Customer. Payment of the fee to the Provider by the Customer shall be made from the settlement account of the Customer specified in Annex No. 7 hereto. All documentation under this article 3 "Settlements" of this Contract shall be sent to the Customer’s address, mentioned in Annex No. 7 to this Contract.

4. LIABILITY OF THE PARTIES

4.1. The Parties shall be liable for non-fulfillment or improper fulfillment of obligations under this Contract in accordance with such procedure and at such amounts as determined by applicable laws of the Russian Federation and this Contract.

4.2. The Customer shall not be liable for quality and accuracy of Contents of the Information Center of the Provider. The sole liability for quality and Contents of the Information Center of the Provider shall be borne by the Provider. In case of any third parties claims against quality and contents of the Information Center, the Provider obliges to settle such claims on its own.

4.3. If the Provider does not observe conditions of clause 2.1.4 of this Contract within 3 (Three) months, the Customer is entitled to extra judicially terminate the Contract by unilateral refusal to fulfill its obligations under the Contract, subject to notification of the Provider in writing.

4.4. If the Provider fails to observe conditions of clause 2.1.15 of this Contract, traffic will be deemed not attracted by the Provider and no fee will be paid to the Provider by the Customer, the Provider will pay the fine at the amount of [●] * per each event of such violation plus the cost of Input and Output Traffic, calculated according to Table 5.1 of Annex No. 5 to this Contract, over the entire Accounting Period. Besides, the Customer may block Digital Identifiers for 1 (One) month or extra judicially terminate the Contract by unilateral refusal to fulfill its obligations under the Contract, subject to notification of the Provider in writing.

4.5. The Provider warrants that contents of the Information Center complies with norms of applicable laws of the Russian Federation as well as norms of international law. The Provider obliges to reimburse to the Customer any damage caused by all charges imposed on the Customer due to violations by the Provider of applicable laws and due to claims against quality, accuracy of Contents of the Information Center subject to delivery by the Customer to the Provider of appropriate documents evidencing such damage caused to the Customer.

4.6. If any judicial or other decision is issued against the Customer (as a result of illegal acts of the Provider in connection with fulfillment of this Contract, providing for charging of the Customer, the Provider shall compensate to the Customer the full damage including all legal fees not later than 5 (Five) business days after receipt of the request from the Customer on the basis of the Customers's invoice accompanied by a copy of the claim (decision, determination, writ of execution etc.).

4.7. If the Provider refuses to pay the invoice within 5 (Five) Business days after receipt of the request from the Customer for compensation of the damage caused to the Customer pursuant to clauses 4.5, 4.6 of this Contract, the Customer may extra judicially terminate the Contract by unilateral refusal to fulfill its obligations under the Contract, subject to notification of the Provider in writing.

4.8. The Customer reserves the right to extra judicially terminate the Contract by unilateral refusal to fulfill its obligations under the Contract, subject to notification of the Provider not later than 7 (Seven) calendar days, in case of use of the communication channel and Digital identifiers by the provider for the purposes not relating to the subject-matter of this Contract.

4.9. If the Provider violates clause 2.1.18 of this Contract, the Customer may charge the Provider with a fine at the amount of [●] ^* on the lump-sum per each violation or hold the amount of the fine against the amount of the fee payable to the Provider for Accounting Period when the violation was committed. The Customer may terminate this Contract in extrajudicial order by unilateral refusal to fulfill its obligations subject to notification of the Provider.

4.10. If the Provider fails to fulfill conditions of clause 2.1.2 of this Contract, the Customer may extra judicially terminate the Contract by unilateral refusal to fulfill its obligations under the Contract, subject to notification of the Provider in writing.

^* Omitted pursuant to request for confidential treatment.

4.11. In case of non-observance of the term of delivery of documents according to clause 3.5 hereof, subject to timely fulfillment by the Customer of obligations under clause 3.4 of the Contract, the Customer may charge the Provider with a fine at the amount of [●] * per each event of default, postpone settlements with the Provider to the next Accounting Period and temporarily suspend acceptance and transmission of Input and Output Traffic to Digital identifiers of the Provider until fulfillment of conditions of clause 3.5. of this Contract in full.

4.12. If the Provider fails to fulfill conditions of clause 2.1.10. of this Contract, the Customer may charge the Provider with a fine at the amount of [●] ^* on the lump-sum basis per each event of default by holding the amount of the fine against the amount of the fee payable to the Provider for the Accounting Period when the default happened. If the mentioned above amount of the fine is more than [●] ^* of the amount of the fee payable to the Provider the Customer may hold fine in amount of [●] ^* of the fee of the Provider, but not less than [●] ^* . In addition, the Customer may extra judicially terminate the Contract by unilateral refusal to fulfill its obligations under this Contract, subject to notification of the Provider in writing.

4.13. If the Customer receives any claim from a Subscriber or third parties or if the Customer discovers any facts of violation by the Provider of conditions under clause 2.1.7 of the Contract, the Parties shall act in accordance with Annex No. 2 to the Contract, at that:

4.13.1. The Customer may repay funds to all affected Subscribers identified by the Customer and/or the Operator subject to further withholding of the full amount of Fraud Traffic from the Provider's fee;

4.13.2. The Customer may apply penalties for the same default under clause 2.1.7 of this Contract for so many times as the number of the Operator's Branches where the default happened according to Table No. 1

4.13.3 The Customer may apply penalties for the various defaults under clause 2.1.7 of this Contract under the same Digital identifiers in each Operator’s Branches for so many times as the number of the Operator's Branches where the default happened according to Table No. 1

4.13.4. If the Provider violates clause No. 2 of Annex No. 2 the Customer may repeatedly apply penalties in the same Accounting Period if the Provider violates clause 2.1.7 of this Contract and if the Customer already applied penalties.

4.13.5. In cases mentioned in Annex No.2 the Customer may apply penalties against the Provider taking into account volumes of Input and Fraud Traffic under the Digital Identifier at use whereof defaults happened, during Accounting Period when defaults happened, but not more than [●] ^* of the amount of fee for attraction of traffic under the Digital identifier and not less than [●] ^* , calculated according to Table No. 1:

^* Omitted pursuant to request for confidential treatment.

Share of Fraud Traffic Kfraud shall be calculated as follows:

[●] ^* ,

where:

[●] ^*

[●] ^*

4.13.6. In cases mentioned in Annex No. 2 of this Contract the Customer can’t apply penalties if the revenue for Fraud Traffic (Rfraud) under the Digital Identifier for Accounting Period when defaults happened would be at least not more than [●] ^* without VAT.

4.13.7..If it is impossible to single out Fraud Traffic in the total traffic, the Customer may charge the Provider with a fine at the amount of [●] ^* per each event of default by holding the amount of the fine against the amount of the fee payable to the Provider. If the mentioned above amount of the fine would be at least more than [●] ^* of the fee for the Digital identifier the Customer may hold fine in amount of [●] ^* of the fee for Digital identifier, but not less than [●] ^* . At that traffic unpaid by the Subscribers, identified via contacts between the Subscribers and the Operator can’t be applied in settlement of accounts.

4.13.8. If the Customer is not able to single out Fraud Traffic, the Provider may determine traffic on its own and to agree with the Customer the amount to be withheld from the fee.

4.13.9. If the Customer accepts evidences provided by the Provider on any involvement on its part and the part of third parties engaged by it in defaults under clause 2.1.7 of the Contract, the Customer shall not apply any penalties and withhold the cost of revealed Fraud Traffic from the fee".

4.14. If the Provider defaults under clause 2.1.11. of this Contract, the Provider shall compensate any caused damage to the Customer, Subscribers or third parties in full.

4.15. If the Provider defaults under clause 2.1.19 of this Contract, the Customer may charge the Provider with a fine at the amount of [●] ^* per each event of such default or set off the amount of the fine against the amount of the fee payable to the Provider for the Accounting Period when the default happened. The Customer shall pay fee to the Provider subject to held fine.

4.16. If the Provider defaults under clause 6.12 of this Contract, the Customer may exterminate this Contract in extrajudicial order by means of unilateral refusal to fulfill its obligations hereto subject to notification of the Provider in written. If the Provider violates clause 6.12 of this Contract the Customer also may charge the Provider with a fine at the amount of [●] ^* . The Customer may hold the amount of fine from the fee of Provider.

^* Omitted pursuant to request for confidential treatment.

4.17. The sum of fines to all Digital Identifiers shall be held from the sum of fee of the Provider. If the sum of fee of the Provider would be less than the sum of fines to all Digital Identifiers the fine shall be exhibited as separate account.

5. CONFIDENTIALITY

5.1. Confidential information shall mean any technical, commercial, financial information, directly or indirectly relating to relations between the Parties, other activities of the Parties or their partners (legal entities of individuals) not published in public printed editions, user documentation for equipment or otherwise disclosed for free access and becoming known to the Parties in the course of fulfillment of this Contract or preliminary negotiations for conclusion hereof.

5.2. The Parties agree not to disclose any confidential information to third parties and not to otherwise use the same other than for fulfillment of obligations under this Contract. The Parties oblige to undertake all necessary efforts to prevent disclosure of confidential information by their employees, in particular, after their dismissal.

5.3. Efforts taken by the Parties to prevent disclosure of confidential information shall be at least as strict as efforts taken by them to prevent disclosure of their own information deemed confidential by the Parties.

5.4. The Parties are responsible for maintenance of confidentiality of any documentation, information, knowledge, experience and results obtained hereunder. The Parties will take all necessary efforts to prevent disclosure of such data and will ensure observance of confidentiality by individuals, legal entities to whom the Parties provide access to such documents.

5.5. Confidentiality obligations will remain in force within 5 (Five) years after termination of this Contract.

5.6. Confidentiality obligations shall not apply when disclosure of information is required under applicable laws of the Russian Federation or if confidential information becomes public.

6. OTHER PROVISIONS

6.1. Any amendments and supplements to this Contract will be valid only if they are executed in writing and signed by authorized representatives of the Parties.

6.2. The Provider may engage third parties for accomplishment of duties being the subject-matter of this Contract, subject to observance of confidentially conditions by such persons. At that, the Provider will remain liable for acts of third parties to the Customer.

6.3. Neither Party may assign its rights and obligations under this Contract. Each Party recognizes the rights of the other Party for all trademarks, service marks and other intellectual property belonging to the Party and will not however use the same without prior written consent of the other Party.

6.4. The Parties will take all efforts to resolve disputes by means of negotiations.

6.5. In case of non-achievement of an agreement and impossibility to come to a compromise, a dispute will be referred to a court at the location of the Customer.

6.6. All notices or communications of the Customer sent for the purpose of fulfillment or interpretation of this Contract shall be executed in writing and sent by email or fax at the address of the Provider mentioned in article 9 of this Contract. Notices and communications mentioned in this Contract shall be additionally sent with a courier or registered letter within 7 (seven) calendar days (according to the date of the receipt of the postal organization).

6.7. All notices or communications of the Provider sent for the purpose of fulfillment or interpretation of this Contract shall be executed in writing and sent by email or fax at the address of the Customer, specified in Annex No. 7 and article 9 hereof, respectively. Notices and communications mentioned in this Contract shall be additionally sent with a courier or registered letter within 7 (seven) calendar days (according to the date of the receipt of the postal organization).

6.8. This Contract is executed in the Russian language in 2 (Two) counterparts having the same legal force, one counterpart for the Provider and the Customer.

6.9. Additional aspects of relations between the Parties shall be determined in accordance with Annexes to this Contract:

· Annex No.1 "Requirements of the Customer to operative and technical interaction and liability of the Parties at organization of access to the Connection Point"

· Annex No.2 "The procedure for interaction between the parties at preparation of responses to probable claims and complaints".

· Annex No.3 "Forms of monthly documents".

· Annex No.4 "The list of allocated Digital Identifiers" .

· Annex No.5 "Minutes of agreement upon the amount of the Provider's fee".

· Annex No.6 "The procedure for verification of data on admitted traffic".

· Annex No.7 "Contact details of the Parties".

· Annex No.8 The form of the Provider's Request for determination of contents of the Information Center of the Provider.

All the above listed Annexes to this Contract represent integral parts hereof.

6.10. The Parties warrant to each other that they possess all necessary rights, licenses, authorizations in accordance with applicable laws of the Russian Federation to enter the above determined relations, conclude this Contract, take the above steps and fulfill obligations under this Contract.

6.11. The Parties represent that there are no obstacles preventing them from fulfillment of their obligations hereunder.

6.12. No claim of the Provider against the Customer arising within the framework of this Contract may be assigned to a third party.

7. TERM AND TERMINATION OF THE CONTRACT

7.1. This Contract will become effective since signing and shall remain in force within one calendar year. The Contract is deemed extended for each further calendar year under the same conditions unless either of the Parties requires termination of the Contract at least 30 (Thirty) days prior to expiration of the term. This Contract may be terminated in cases prescribed by laws of the Russian Federation and/or third Contract.

7.2. The Contract may be extra judicially terminated at the initiative of the Customer by unilateral refusal to fulfill its obligations under the Contract, subject to notification of the Provider to that effect at least 7 (Seven) calendar days prior to the proposed date of termination, other than in cases described in clauses 2.2.6, 4.3, 4.4, 4.7, 4.9, 4.10, 4.12, 4.16 of this Contract. At that, the Parties shall make mutual settlements.

7.3. The Contract may be extra judicially terminated by the Provider by unilateral refusal to fulfill its obligations under the Contract, subject to notification of the Customer to that effect at least 14 (Fourteen) calendar days prior to the proposed date of termination. At that, the Parties shall make mutual settlements.

7.4. Termination of the Contract for any reason will not release the Parties from the obligation to fully repay their debts, if any, over the entire period prior to termination of this Contract.

8. FORCE-MAJEURE

8.1. The Parties to this Contract will be released from liability for full or partial non-fulfillment of their obligations if such non-fulfillment directly results from any force-majeure, i.e. events which could not be foreseen or prevented. Such events include: natural disasters, military acts, adoption by governmental authorities or local authorities of regulatory or law enforcement acts and other steps beyond reasonable foreseeing and control of the Parties.

8.2. In case of events mentioned in clause 8.1. of this Contract, each Party shall, not later than 5 (Five) days after occurrence of such events, notify the other Party thereon in writing with attachment of an evidence issued by the Chamber of Industry and Commerce or another competent authority. The notice shall contain data on the nature of events, assessment of impact thereof on the possibility of fulfillment by the Party of its obligations under this Contract and estimated terms of existence thereof.

8.3. In case of events mentioned in clause 8.1. of this Contract, the term of fulfillment by the Party of obligations under this Contract will be postponed pro rata the period of time when such events exist.

8.4. If force-majeure lasts for more than one month, the Parties will take additional negotiations to find alternative methods of fulfillment of this Contract, or this Contract will be terminated at the initiative of either of the Parties.

^* Omitted pursuant to request for confidential treatment.

10. SIGNATURES OF THE PARTIES

On behalf of the Customer:

V.Y. Starodubov/_ /s/ Starodubov __________________/

On behalf of the Provider:

Ts.Kh.Katsaev/_ /s/ Katsaev ______________________/

[English translation from the original Russian language document]

"Requirements of the Customer to operative and technical interaction and liability of the Parties at organization of access to the Connection Point"

Moscow

March 1 , 2013

ZAO "MegaLabs", incorporated and registered in accordance with laws of the Russian Federation, hereinafter referred to as the "Customer", represented by the Director on Operating activities V.Y. Starodubov, acting on the basis of power of attorney No. 16-CEO-Ish-459/12 dated 07.12.2012, on the one hand,                                               and TOT MONEY LLC, incorporated and registered in accordance with laws of the Russian Federation, hereinafter referred to as the "Provider", represented by the General Director Ts. Kh. Katsaev acting on the basis of the Articles of Association, on the other hand (hereinafter the Customer and the Provider are collectively referred to as the "Parties" and individually as the "Party"), have agreed to the following effect:

1. Terms and definitions

All terms and definitions not defined in this Annex shall correspond to terms and definitions given in the Contract.

The Connection Point is:

“Messaging Network Content provider access Centre” (CPA) system – Software and technical complex which provides interaction between information system of the Customer and information system of the Provider.

2. MUTUAL CONNECTION AND AREAS OF RESPONSIBILITY OF THE PARTIES

2.1. Voice Dialup Connection

Connection of the Information Center of the Provider to the Connection Point shall be exercised by one of the below listed methods:

2.1.1. By readdressing of all incoming calls from Digital Identifiers to the internal number in the communication network of the Operator. In this case the connection point is the SIM card with an assigned internal number in the communication network of the Operator whereto readdressing is made. The SIM card is to be issued by the Operator to the Provider on the basis of a separate Contract.

2.1.2. By means of physical connection of switching equipment of the Operator and/or the Customer to the Information Center of the Provider by Digital Channels Е1, interface G.703/G.704, if the Operator and the Provider are technologically ready to realization of such scheme. Carrying capacity of Е1 channels and the number thereof shall be determined in the course of operation depending on load according to criteria of quality determined in section 3 of this Annex. Type of signaling: EDSS1. Electrical parameters in the connection point shall comply with recommendations of МСЭ-Т G.703, load resistance of balanced cables is 120 Om. In this case the connection point will be the point of connection of the E1 channel to the Operator's DDF.

2.1.3. By readdressing all incoming calls from Digital Identifiers to the number of PT. This method of connection may be done by the Parties as follows:

2.2. Dialup connection for the purpose of simultaneous transmission of speech and image (Video Call)

Connection of the Information Center of the Provider to technological equipment of the Operator and/or the Customer shall be exercised by physical connection of the Operator's and/or the Customer’s switch equipment to the Information Center of the Provider by Digital Channels Е1, interface G.703/G.704, if the Customer and the Provider are technologically ready to realization of such scheme. Carrying capacity of Е1 channels and the number thereof shall be determined in the course of operation depending on load. Type of signaling: ISUP. Electrical parameters in the connection point shall comply with recommendations of МСЭ-Т G.703, load resistance of balanced cables is 120 Om. In this case the connection point will be the point of connection of the E1 channel to the Operator's DDF TMR=64Kbit/s.

2.3.Connection to transmit text messages (SMS messages)

For transmission of Subscribers' Requests to the Provider and sending response messages, a communication channel between the Connection Point and the Provider's equipment is used. The software and hardware complex of the Provider is connected to the Connection Point via the protocol SMPP v.3.4 via Internet. The Provider on its part sets channel forming equipment (e.g. Cisco with the operational system IOS and support of IP/FW/IPSec 3DES or functionally equivalent one) to connect via Internet. In this case the connection point is the last switch device of the Internet provider providing the Party with an allocated Internet access channel.

2.4. Connection to transmit non-structured messages (USSD messages)

To transmit session requests to the Provider, a communication channel is used between the Connection Point and server equipment of the Provider. The software and hardware complex of the Provider is connected to the Operator's USSDC via the protocol SMPP v3.4 via Internet. The Provider on its part sets channel forming equipment (e.g. Cisco with the operational system IOS and support of IP/FW/IPSec 3DES or functionally equivalent one) to connect via Internet. In this case the connection point is the last switch device of the Internet provider providing the Party with an allocated Internet access channel.

2.5. Connection for transmission of multimedia messages (MMS messages)

Interaction of the Information Center of the Provider and the Connection Point is exercised via the protocol EAIF or MM7. For transmission of Subscribers' requests to the Provider and sending response messages, a communication channel shall be used between the Connection Point and Provider's equipment for transmission of multimedia MMS messages. The hardware and software complex of the Provider may be connected to the Connection Point via Internet. The Provider on its part sets channel forming equipment (e.g. Cisco with the operational system IOS and support of IP/FW/IPSec 3DES or functionally equivalent one) to connect via Internet. In this case the connection point is the last switch device of the Internet provider providing the Party with an allocated Internet access channel

2.7. Areas of responsibility of the Parties

2.7.1. The area of responsibility of the Customer includes all technical facilities of the Customer and the Operator from the Subscriber Device to the Connection Point including intermediate switchboards, unless otherwise is agreed between the Parties.

2.7.2. The area of responsibility of the Provider includes all technical devices belonging to the Provider or leased by it including intermediate switchboards, from the Connection Point to the Information Center of the Provider.

3. CRITERIA OF QUALITY AND OPERATIVE TECHNICAL INTERACTION OF THE PARTIES

3.1. QUALITY CRITERIA for Voice connections

The level of lost calls in any direction shall not exceed 1% per hour of the maximum load (HML).

Intensity of load on signal lines shall not exceed 0.2 Erl per signal line. In case of continuous excess of real values of load intensity above the mentioned one, the Parties agree to arrange for additional signal lines within three days since the date of reasoned request of one of the Parties.

Minutes of operative and technical cooperation of the Parties

3.1.1 The Parties oblige to maintain technical facilities and devices in their networks and to ensure due functioning thereof in accordance with:

· technical documentation for the network equipment;

· rules of technical operations of the "Cell Mobile Communication Network";

· applicable branch norms, standards and rules;

· regulations (rules, guidelines, instructions, orders etc.) of state authorities issued by them within the limits of their competence and approved in accordance with the procedure applicable in the Russian Federation.

3.1.2. The Parties oblige to keep serviceable terminal equipment and communication facilities and to avoid connection to their network of equipment not having a certificate of compliance from the Ministry of Information Technologies and Communications of the Russian Federation.

3.1.3. The Parties undertake to carry out thorough control of quality of service of calls in their networks.

3.1.4. The Customer obliges to ensure transmission to the Provider's network of the number of the calling Subscriber in the Operator's communication network in the format Е164.

3.1.5. At the request of either of the Parties to provide data on quality of communication via the digital track, to agree upon testing of the digital track between terminal points.

3.1.6. To immediately find out reasons for incompliance of quality of provided services with norms of quality determined in section 2 of this Annex and to take efforts to eliminate such reasons.

3.1.7. To immediately arrange for notification in case of accidents and damages and to take coordinated efforts to restore communications.

3.1.8. Control of quality of communications shall be exercised by observation and control systems as well as sub-systems for management of the network which shall be activated at the Provider's equipment and the Connection Point. Requirements to network control sub-systems are specified in МСЭ-Т.

3.1.9. Interaction of technical personnel of the Provider and the Customer in case of deterioration of quality of communication:

3.1.10. In case of necessity of execution of planned, repair or preventive works by the Parties on their switching equipment, the Parties will send to each other a written notice by phone, fax or email at the details specified in Annex No. 7 hereto not later than 1 (One) business day prior to the planned date of works. At that, the Parties shall attempt to choose and agree upon such time of works as will impact the least the quality of provided services.

3.2. QUALITY CRITERIA for dialup connection for the purpose of simultaneous transmission of speech and image (Video call)

The level of lost calls in any direction shall not exceed 1% per hour of the maximum load (HML).

Intensity of load on signal lines shall not exceed 0.2 Erl per signal line. In case of continuous excess of real values of load intensity above the mentioned one, the Parties agree to arrange for additional signal lines within three days since the date of reasoned request of one of the Parties.

Minutes of operative and technical cooperation of the Parties

3.2.1 The Parties oblige to maintain technical facilities and devices in their networks and to ensure due functioning thereof in accordance with:

· technical documentation for the network equipment;

· rules of technical operations of the "Cell Mobile Communication Network";

· applicable branch norms, standards and rules;

· regulations (rules, guidelines, instructions, orders etc.) of state authorities issued by them within the limits of their competence and approved in accordance with the procedure applicable in the Russian Federation.

3.2.2. The Parties oblige to keep serviceable terminal equipment and communication facilities and to avoid connection to their network of equipment not having a certificate of compliance from the Ministry of Information Technologies and Communications of the Russian Federation.

3.2.3. The Parties undertake to carry out thorough control of quality of service of calls in their networks.

^* Omitted pursuant to request for confidential treatment.

3.2.4. The Customer obliges to ensure transmission to the Provider's network of the number of the calling Subscriber in the Operator's communication network in the format Е164.

3.2.5. At the request of either of the Parties to provide data on quality of communication via the digital track, to agree upon testing of the digital track between terminal points.

3.2.6. To immediately find out reasons for incompliance of quality of provided services with norms of quality determined in section 2 of this Annex and to take efforts to eliminate such reasons.

3.2.7. To immediately arrange for notification in case of accidents and damages and to take coordinated efforts to restore communications.

3.2.8. Control of quality of communications shall be exercised by observation and control systems as well as sub-systems for management of the network which shall be activated at the Provider's equipment and the SC MCS of the Customer. Requirements to network control sub-systems are specified in МСЭ-Т.

3.2.9. Interaction of technical personnel of the Provider and the Customer in case of deterioration of quality of communication:

· The personnel of the input direction is responsible for checks and identification of reasons for failure of check connections.

· Upon submission of a request from an Operator's Subscriber, the technical personnel shall check correctness of sequence of digits dialed up by the Subscriber to reach the required direction, control dialups to confirm non-passages in that direction.

· If non-passage in this direction is found out, the technical personnel of the Party who revealed the problem shall, together with the technical personnel of the other Party, carry out tests and find out the reasons for such non-passage (failures, mistakes in software, loss of information or other).

· Requests due to non-passage may be accepted only from the technical personnel at telephone numbers mentioned in Annex No. 7 to this Contract. Within [●] * after receipt of the request, the personnel of the other Party shall inform on reasons for the failure and terms of elimination thereof.

· In case of failure of equipment of one of the Parties and restoration of its serviceability, the technical personnel of the Party whose equipment failed shall inform the personnel of the other Party to that effect at the telephone numbers mentioned in Annex No. 7 to this Contract.

· In any case, the time of submission of the request, time of elimination of the damage, reasons, full name of the executor shall be fixed by both Parties in the minutes.

3.2.10. In case of necessity of execution of planned, repair or preventive works by the Parties on their switching equipment, the Parties will send to each other a written notice by phone, fax or email at the details specified in Annex No. 7 hereto not later than 1 (One) business day prior to the planned date of works. At that, the Parties shall attempt to choose and agree upon such time of works as will impact the least the quality of provided services.

3.3 . QUALITY CRITERIA when transmitting SMS/MMS/USSD messages

Time of response of the Information Center of the Provider to a Request from the Subscriber shall not exceed 10 seconds taking into account time from receipt of the Request from the Subscriber by the Provider will transmission of the response to the Subscriber.

Minutes of operative and technical cooperation of SMS/MMS/USSD technologies

^* Omitted pursuant to request for confidential treatment.

3.3.1. The Provider is responsible for serviceability of equipment (service) in the area of responsibility of the Provider.

3.3.2. The Customer is responsible for serviceability of equipment in the area of responsibility of the Customer.

3.3.3. Serviceability of the software and hardware complex of the Provider and connection with the Customers's equipment shall be monitored from the working place of the responsible person of the Provider. Monitoring includes control of the status of connection and current load of the software and hardware complex.

3.3.4. If impossibility of sending messages is revealed, the on-duty personnel of the Provider will identify the reason for break of communications.

3.3.5. If it is impossible to connect the Connection Point, the on-duty personnel of the Provider will inform the on-duty personnel of the Customer thereon and will carry out joint works with it to restore the communication channel. At the same time the on-duty personnel of the Provider, if necessary, together with the on-duty personnel of the Customer, will take efforts to switch its equipment to another access channel.

3.3.6. All events of breaks in communications will be fixed in appropriate documentation of on-duty shifts of the Parties with compulsory indication of time, measures taken and family names of officials engaged to restore communications.

Signatures of the Parties 

[English translation from the original Russian language document]

Procedure for Interaction between the Parties when Preparing Responses to Probable Claims and Complaints

Moscow

the 1 ^st of March 2013

ZAO "MegaLabs", incorporated and registered in accordance with laws of the Russian Federation, hereinafter referred to as the "Customer", represented by the Director on Operating activities V.Y. Starodubov, acting on the basis of power of attorney No. 16-CEO-Ish-459/12 dated 07.12.2012, on the one hand,                                  and TOT MONEY LLC, incorporated and registered in accordance with laws of the Russian Federation, hereinafter referred to as the "Provider", represented by its General Director, Ts.Kh. Katsaev, acting on the basis of the Articles of Association, on the other hand (hereinafter the Customer and the Provider are collectively referred to as the "Parties" and individually, as the "Party"), mutually agree as follows:

1. If the Customer reveals any event of default by the Provider by any of the methods specified in clause 2.2.6 of the Contract, the Customer shall notify the Provider in writing or by email within one (1) calendar day after such default is revealed, in accordance with the contact details contained in Annex No. 7 to this Contract.

2. Upon receipt of confirmed information of default revealed by the Customer by any of the methods specified in paragraph 2.2.6 of the Contract from the Customer, the Provider shall lock the Prefix for attraction of traffic and/or take other measures to remedy any default on services in violation of the terms and conditions of the Contract within three (3) hours upon receipt from the Customer of confirmed information about such event of default. The Provider shall also take measures to remedy any event of default within its competence as soon as practicable and within three (3) hours upon notice from the Customer notify the Customer of any of the actions done to remedy such event of default. The Provider shall submit evidence of remedy of such event of default or reasoning for impossibility of remedying the event of default by the Provider within the specified period.

3. If the Provider fails to remedy any confirmed event of default revealed by the Customer by any of the methods specified in clause 2.2.6 of the Contract within three (3) hours upon receipt of confirmed information about such event of default from the Customer, the Customer may block for up to one (1) month the Digital Identifiers used for the actions specified in clause 2.1.7 of the Contract. In this case, penalties and other provisions stated in clause 4.13 of the Contract shall apply to the Provider in any case.

4. Any notice sent by the Customer to the Provider with regard to written or oral claims (demands, complaints), requests or suits or other official documents sent to the Customer by the Subscriber or any other interested party or competent state authorities (hereinafter, the “Claims”) as related to the contents (including quality and reliability) of the Information Center out of accordance with the applicable laws or provisions of this Contract, low-quality access provision or provision no access to the Information Center, improper advertising of the Information Center and other violations of its obligations under the Contract specified in clause 2.1.7 of the Contract by the Provider shall contain the following details: the Subscriber’s Number, main points of the claim and date. The Customer shall state the approximate time of the event that has become the reason for such Claim, specify the web resource or any other material (mass media, SMS messages, spam in social networks, etc.) from which the Subscriber has obtained information about the service that has become the subject matter of the Claim, if such facts are known to it.

5. Claims shall include the following types by the service type mentioned in the Claim:

6. Upon receipt of any Claim by the Customer, the Customer shall check the Claim with regard to the existence/lack of the Subscriber’s Request to the Information Center of the Provider, existence/lack of tariffing the Request or violations by the Customer when establishing connection to the Digital Identifier allocated to the Provider. If the fact of the Subscriber’s Request is confirmed, and in the course of the inspection no fault in the Customer’s equipment is revealed such a Claim shall be sent by the Customer to the Provider in writing or by email for consideration thereof with accordance with the contact details contained in Annex No. 7 to the Contract.

7. Upon receipt of information about the Claim from the Customer, the Provider shall check the contents of the Claim as related to any violation by the Provider within one (1) calendar day.

8. If the Correct Service is mentioned in the Claim and access to the Information Center at the Subscriber’s Request is provided in full, the Provider shall send to the Customer its response for forwarding to the Subscriber within one (1) calendar day upon receipt of information about the Claim from the Customer. In this case, the Customer shall not apply any penalty or other terms and conditions provided for in clause 4.13 of the Contract to the Provider.

9. If the Correct Service is mentioned in the Claim but the response from the Information Center to the Subscriber is not given in full and with proper quality, the Provider shall provide access to the Information Center on a repeated basis at the Subscriber’s Request in full within one (1) calendar day. After that, the Provider’s support service shall get in touch with the Subscriber to confirm provision of access to the Information Center at the Subscriber’s Request in full. The Provider shall send an explanation to the Customer with regard to the fact of such Claim. In this case, the Customer shall not apply any penalty or other terms and conditions provided for in clause 4.13 of the Contract to the Provider. If no access to the Information Center may be provided in full for any reason beyond the Provider’s control, the Provider shall notify the Customer thereof with provision of the relevant evidence; the Customershall not take into account the relevant Subscriber’s Request when calculating the Provider’s fee and addresses to the Operator to make the refund to the Subscriber’s personal account. In this case, the Customer shall not apply any penalty or other terms and conditions provided for in clause 4.13 of the Contract to the Provider.

If the Provider provides no access to the Information Center at the Subscriber’s Request in full once more within the period specified herein and fails to provide evidence of impossibility to provide access to the Information Center for any reason beyond the Provider’s control, the Customer may apply a penalty or other terms and conditions provided for in clause 4.13 of the Contract to the Provider.

10. If the Incorrect Service is mentioned in the Claim, the Provider shall block the Prefix as related to the services breaching the terms and conditions of the Contract within three (3) hours upon receipt of confirmed information about the violation from the Customer. If the Provider has no technical capabilities and on condition of the relevant notice to the Customer containing reasons for absence of such technical capabilities of blocking the Prefix within three (3) hours, the Provider may block the Prefix within twenty-four (24) hours upon receipt of information about the Claim from the Customer. The Provider shall also take measures to remedy the violation within its competence as soon as it is feasible and within three (3) hours upon notice from the Customer notify the Customer of any action to remedy the violation. In particularly complicated cases, the Provider may extend the violation remedy period to three (3) calendar days upon notice about such violation from the Customer. The Provider shall submit evidence of remedy of such violation or reasoning for impossibility of remedying the violation by the Provider within the specified period. An official response shall be sent to the Customer for forwarding to the Subscriber within one (1) calendar day upon receipt of information about the Claim by the Provider. The Customer may apply a penalty or other terms and conditions provided for in clause 4.13 of the Contract to the Provider.

11. If the Customer receives any message from competent state authorities about any violation, upon receipt of such message the Customer shall immediately notify the Provider thereof. In this regard, the Parties shall act in accordance with clauses 2 and 3 hereof.

12. If the Compromising Service is mentioned in the claim, the Provider shall within one (1) calendar day provide conclusive evidence of its noninvolvement in the violation. In this case, such fact shall not be deemed to be evidence of the Provider of the non-participation in violation if communication channels between the Provider’s equipment and the Customer’s equipment (clause 2.1.17 of the Contract) have been used for responses to Subscribers’ Requests. The Provider may adduce any other argument to prove its noninvolvement in the violation. Moreover, the Provider shall take any and all measures provided for in clause 2 hereof. The Customer shall consider the evidence submitted by the Provider within five (5) business days upon receipt thereof from the Provider and make a decision on recognition or non-recognition of the service as the Compromising one. If the Provider submits conclusive evidence of its noninvolvement in the violation or if the evidence submitted by the Provider is deemed reasonable and sufficient for the Customer, the Customer shall not apply any penalty or other terms and conditions provided for in clause 4.13 of the Contract to the Provider.

13. If a written or emailed Claim is directly received by the Provider, the Provider shall immediately notify the Customer of the receipt and nature of such a Claim and check the fact of violation. If the fact of violation is confirmed, the Provider shall take measures to remedy the violation in accordance with clause 2 hereof. The Provider shall send to the person whom the Claim has been received from its official response within three (3) business days upon receipt of the Claim and send a copy thereof to the Customer.

14. The Provider and the Customer may not make any refund to the Subscriber’s personal account upon receipt of information about any type of violations stated herein and when considering Claims. The Operator shall be entitled to make any refund to the Subscriber due to improper access to the Information Center of the Provider only.

15. In all cases of confirmed violations resulting in material damage to the Subscriber when connecting to the Information Center of the Provider and lack of the Provider’s response to the Customer’s notice of the Claim within five (5) business days the Operator, after the address of the Customer to him to make the refund, shall reimburse the Subscriber for damages restoring the value of the Claim to the Information Center of the Provider on the Subscriber’s account. No Claim under which the Operator has reimbursed the Subscriber for damages shall be taken into consideration in calculation of the Provider’s fee for the relevant Accounting Period. If any confirmed fact of violation in relation to the Request already taken into consideration in calculation and payment of the fee to the Provider in the previous Accounting Periods is revealed, the Provider shall make a refund of the fee accrued on such request to the Customer within five (5) business days upon receipt of the relevant claim from the Customer. The Customer may also set off the above-mentioned amount against payment of the Provider’s fee amount for the Accounting Period immediately following.

16. The Customer and the Provider shall exchange Claim-related documents by facsimile and/or email in accordance with the contact details contained in Annex No. 7 to the Contract. Any notice of violations may, in addition to such communication means, be sent to each other by the Parties by any available means increasing efficiency of Claims processing and remedy of violations, including from the Operator to Provider.

Signatures of the Parties

[English translation from the original Russian language document]

FORMS OF MONTHLY DOCUMENTS

1. Form of the Certificate of Provided Services

CERTIFICATE of Provided Services No.____

Under Contract No. _______________ dated _________ ____ 20____

Moscow

_________ ____ 20____

ZAO "MegaLabs", incorporated and registered in accordance with laws of the Russian Federation, hereinafter referred to as the "Costumer", represented by the Director on Operating activities V.Y. Starodubov, acting on the basis of power of attorney No. 16-CEO-Ish-459/12 dated 07.12.2012, on the one hand,                                       and TOT MONEY LLC represented by its General director, Ts.Kh. Katsaev , acting on the basis of the Articles of Association, hereinafter referred to as the "Provider", on the other hand (hereinafter collectively referred to as the "Parties" and individually as the "Party"), enter into this certificate and agree as follows:

1. Pursuant to the terms and conditions of Contract No. __/_________ dated _________ ____ 20____ (hereinafter, the “Contract”), the Provider has provided access from the Connection Point to the Information Center of the Provider and attracted traffic for the Accounting Period from _________ ____ to _________ ____ 20____ .