Net Element, Inc. (NETE) 1. Covenants of Parties:
a. Purchasers covenants and promises to the Sellers that Purchasers shall not terminate the employment agreements with POS key employees listed on Exhibit A attached hereto an made a part hereof (each a “Key Employee” and collectively, the “Key Employees”) until such time as the Difference with respect to the Consideration Shares for the first installment is paid in full; provided, however, Purchasers may terminate the employment of such any Key Employee for “Cause”. “Cause” shall mean: (i) the Key Employee shall be convicted by, or shall have entered a plea of guilty or nolo contendere in, a court of competent and final jurisdiction for any crime involving moral turpitude, fraud, embezzlement, misappropriation, or any other felony or crime punishable by imprisonment, (ii) the Key Employee shall commit any act of fraud, embezzlement or other act of misappropriation, (iii) the Key Employee shall fail or refuse to perform in any material respect his/her duties as required hereunder, and fail to correct such breach within (5) business days after notice from a supervisor in writing, or (iv) the Key Employee shall breach a typical employee protocol that calls for termination of employment in accordance with the employment regulations of Russian Federation. Should Purchasers terminate a Key Employee without Cause, Purchasers will make a layoff payment to the Key Employee equivalent the compensation set forth on Exhibit A and release such Key Employee from any non-competition obligations, if any, such Key Employee is subject to pursuant to their employment agreement or Russian Federation law.
b. The Purchasers covenant and promise to the Sellers to return those certain reserve funds in the aggregate amount up to the amount set forth in Exhibit B attached hereto (the “Maximum Amount”) for merchant services requested by merchants within timeframes mutually agreed to between Purchasers and the affected merchants Purchasers hereby indemnify and agree to defend Sellers, and their shareholders and directors against any claims made by merchants with respect to the release and payment of the Maximum Amount. Attached hereto and made a part hereof as Exhibit B is a list of merchants and amounts due to such merchants by Purchasers and Target Company. Within 5 business days of signature to this Agreement, AnastasiaDate Ltd. or its designee shall make all outstanding payments due to Brosword Holding Limited.
