Net Element, Inc. (NETE)

[overlordpeter]

Net Element, Inc. (NETE)
Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, the total number of shares of Common Stock of Guarantor that may be issued under this Agreement, shall be limited to 3,011,108 shares of Common Stock of Guarantor (the “ Exchange Cap ”), which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99%. The Exchange Cap shall be appropriately adjusted for any stock dividend, stock split, reverse stock split or similar transaction. The foregoing limitation shall not apply if such stockholder approval has not been obtained. Notwithstanding the foregoing, Guarantor shall not be required or permitted to issue any shares of Guarantor’s Common Stock if such issuance would violate the rules or regulations of the Principal Market.