SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Net Element, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

64111R 102

(CUSIP Number)

Mike Zoi

4100 NE 2nd Ave, Suite 302

Miami, FL 33137

(305) 588-0122

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

September 30, 2014 & October 6, 2014

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § 240.13d-1(e), § 240.13d-1(f) or § 240.13d-1(g), check the following box. ¨

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1)	Names of Reporting Persons Mike Zoi
2)	Check the Appropriate Box if a Member of a Group (See Instructions) (a) þ (b) o
3)	SEC Use Only
4)	Source of Funds (See Instructions) PF, OO
5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) o
6)	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With	7)	Sole Voting Power 144 (See Item 5)
	8)	Shared Voting Power 6,538,688 (See Item 5)
	9)	Sole Dispositive Power 144 (See Item 5)
	10)	Shared Dispositive Power 6,538,688 (See Item 5)

11)	Aggregate Amount Beneficially Owned by Each Reporting Person 6,538,688 (See Item 5)
12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o (See Instructions)
13)	Percent of Class Represented by Amount in Row (11) 14.34%
14)	Type of Reporting Person (See Instructions) IN

1)	Names of Reporting Persons TGR Capital, LLC
2)	Check the Appropriate Box if a Member of a Group (See Instructions) (a) þ (b) o
3)	SEC Use Only
4)	Source of Funds (See Instructions) AF
5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) o
6)	Citizenship or Place of Organization Florida

Number of Shares Beneficially Owned by Each Reporting Person With	7)	Sole Voting Power 0
	8)	Shared Voting Power 3,659,171 (See Item 5)
	9)	Sole Dispositive Power 0
	10)	Shared Dispositive Power 3,659,171 (See Item 5)

11)	Aggregate Amount Beneficially Owned by Each Reporting Person 3,659,171 (See Item 5)
12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o (See Instructions)
13)	Percent of Class Represented by Amount in Row (11) 8.02%
14)	Type of Reporting Person (See Instructions) OO

1)	Names of Reporting Persons MZ Capital LLC
2)	Check the Appropriate Box if a Member of a Group (See Instructions) (a) þ (b) o
3)	SEC Use Only
4)	Source of Funds (See Instructions) AF
5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) o
6)	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	7)	Sole Voting Power 0
	8)	Shared Voting Power 1,102,029 (See Item 5)
	9)	Sole Dispositive Power 0
	10)	Shared Dispositive Power 1,102,029(See Item 5)

11)	Aggregate Amount Beneficially Owned by Each Reporting Person 1,102,029 (See Item 5)
12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o (See Instructions)
13)	Percent of Class Represented by Amount in Row (11) 2.42%
14)	Type of Reporting Person (See Instructions) OO

1)	Names of Reporting Persons MTZ Fund, LLC
2)	Check the Appropriate Box if a Member of a Group (See Instructions) (a) þ (b) o
3)	SEC Use Only
4)	Source of Funds (See Instructions) AF
5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) o
6)	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	7)	Sole Voting Power 0
	8)	Shared Voting Power 1,777,344 (See Item 5)
	9)	Sole Dispositive Power 0
	10)	Shared Dispositive Power 1,777,344 (See Item 5)

11)	Aggregate Amount Beneficially Owned by Each Reporting Person 1,777,344 (See Item 5)
12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o (See Instructions)
13)	Percent of Class Represented by Amount in Row (11) 3.90%
14)	Type of Reporting Person (See Instructions) OO

PRELIMINARY STATEMENT:

This Amendment No. 3 amends the Schedule 13D filed by Mike Zoi, Enerfund, LLC, a Florida limited liability company (“Enerfund”), TGR Capital, LLC, a Florida limited liability company (“TGR”), and MZ Capital LLC, a Delaware limited liability company (“MZ Delaware”), with the Securities and Exchange Commission on October 12, 2012, as previously amended (as amended, the “Schedule 13D”), relating to the Common Stock, par value $0.0001 per share (“Common Stock”), of Net Element, Inc. (formerly known as Net Element International, Inc.), a Delaware corporation (the “Issuer”).

This Amendment No. 3 is being filed by the Reporting Persons (i) to amend the number of shares beneficially owned by the Reporting Persons from 15,673,726 to 6,538,688, and (ii) to furnish the additional information set forth herein. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D.

Item 1. Security and Issuer

Item 1 of Schedule 13D is hereby amended and restated in its entirety as follows:

The title of the class of equity securities to which this statement relates is Common Stock, par value $0.0001 per share (“Common Stock”), of Issuer. The address of the principal executive offices of the Issuer is 3363 NE 163rd Street, Suite 705, North Miami Beach, Florida 33160. 

Item 2. Identity and Background

Item 2 of Schedule 13D is hereby amended and restated in its entirety as follows:

(a) This statement is being jointly filed by Mike Zoi, TGR, MZ Delaware and MTZ Fund, LLC, a Delaware limited liability company (“MTZ Fund”) (collectively, the “Reporting Persons”). Mike Zoi is the manager of each of TGR, MZ Delaware and MTZ Fund.

(b) The principal business address of each of Mike Zoi, TGR, MZ Delaware and MTZ Fund is 4100 NE 2nd Ave, Suite 302, Miami, Florida 33137.

(c) The present principal occupation of Mike Zoi is investing his personal funds and funds held by TGR, MZ Delaware, MTZ Fund and other entities controlled by Mr. Zoi. The present principal business of each of TGR, MZ Delaware and MTZ Fund is to make, hold and dispose of investments.

(d) None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons have, during the last five years, been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he or it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Mike Zoi is a citizen of the United States of America. TGR is a limited liability company organized under the laws of the State of Florida. MZ Delaware is a limited liability company organized under the laws of the State of Delaware. MTZ Fund is a limited liability company organized under the laws of the State of Delaware.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby amended by the addition of the following:

Previously, Enerfund (controlled by Mike Zoi) transferred all of its shares of Common Stock of the Issuer to TGR (also controlled by Mike Zoi) as a gift in connection with estate planning and not as part of an offering or sale of securities.

TGR Capital sold the following shares on the following dates on the open market: (i) 113,495 shares of Common Stock at a price of $2.6293 on September 16, 2014; (ii) 1,000,000 shares of Common Stock at a price $3.7288 on September 17, 2014; (iii) 920,861 shares of Common Stock at a price of $3.2162 on September 17, 2014; (iv) 461,590 shares of Common Stock at a price of $3.1211 on September 18, 2014; (v) 427,380 shares of Common Stock at a price of $3.0619 on September 22, 2014. On September 22, 2014, MZ Delaware sold 46,409 shares of Common Stock at a price of $3.0016 on the open market.

On September 30, 2014 and October 6, 2014, respectively, the Reporting Persons effectuated the following transfers pursuant to the agreements described below: (1) TGR transferred 1,377,879 shares of Common Stock to K 1 Holding Limited, a company organized and existing under the laws of the British Virgin Islands; and (2) TGR transferred 4,538,737 shares of Common Stock to Beno Distribution, Ltd., a company organized and existing under the laws of the British Virgin Islands (“Beno”).

On December 5, 2013, K 1 Holding Limited entered into a Letter Agreement (the “K 1 Agreement”) with the Issuer and TGR.  Pursuant to the K 1 Agreement, TGR agreed, subject to certain conditions precedent which conditions were satisfied prior to the transfer by TGR of the Common Stock to K 1 Holding, to transfer to K 1 Holding 1,377,879 shares of Common Stock of the Issuer.  The consideration for such shares was the agreement by K 1 Holding to lend $2,000,000 to the Issuer and to provide certain consulting services to the Issuer.

On June 10, 2014, Beno entered into a Letter Agreement (the “Beno Agreement”) with the Issuer, Mike Zoi, TGR and MTZ Fund.  Pursuant to the Beno Agreement, TGR agreed, subject to certain conditions precedent which conditions were satisfied prior to the transfer by TGR of the Common Stock to Beno, to transfer to Beno 4,538,737 shares of Common Stock of the Issuer.  The consideration for such shares was the agreement by the Issuer, in consideration for Mike Zoi’s resignation as director and/or officer of the Issuer and any of its affiliates, to cause all of the shares of the Issuer common stock held by each of TGR and its affiliates to be registered.

Item 4. Purpose of Transaction

Item 4 is hereby amended by the addition of the following:

The information contained in Item 3 above is incorporated herein by this reference.

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended and restated in its entirety as follows:

(a)              As of October 10, 2014, Mike Zoi beneficially owned 6,538,688 shares of Common Stock of the Issuer, which represented 14.34% of the Issuer's outstanding Common Stock based on 45,607,111 shares of Common Stock outstanding as of October 10, 2014. Such shares of Common Stock consist of: (i) 144 shares of Common Stock owned directly by Mr. Zoi; (ii) 3,659,171 shares of Common Stock indirectly owned by Mr. Zoi through TGR; (iii) 1,102,029 shares of Common Stock indirectly owned by Mr. Zoi through MZ Delaware; and (iv) 1,777,344 shares of Common Stock indirectly owned by Mr. Zoi through MTZ Fund. Mike Zoi has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, the 144 shares of Common Stock owned directly by him. Mike Zoi has shared power to vote or direct the vote of, and to dispose or direct the disposition of, 6,538,688 shares of Common Stock, as further described below. As the manager of each of TGR, MZ Delaware and MTZ Fund, Mike Zoi shares with each of those entities the power to vote or direct the vote of, and to dispose or direct the disposition of, the respective shares of Common Stock beneficially owned by each of those entities. In addition Mike Zoi and Dmitry Kozko have agreed to vote their shares in the Issuer in favor of James Caan as a director of the Issuer, and, as a result, Mr. Zoi is deemed to have beneficial ownership of all of the shares of Common Stock beneficially owned by Mr. Kozko. As of March 31, 2014, Dmitry Kozko beneficially owned 1,243,67 shares of Common Stock of the Issuer. Mr. Zoi has no power to dispose or direct the disposition of, and, except to the extent provided in such agreement, no power to vote or direct the vote of, any securities beneficially owned by Dmitry Kozko.

As of October 10, 2014, TGR beneficially owned 3,659,171 shares of Common Stock of the Issuer, which represented 8.02% of the Issuer's outstanding Common Stock based on 45,607,111 shares of Common Stock outstanding as of October 10, 2014. TGR has the sole power to vote or direct the vote of, and the sole power to dispose or direct the disposition of, zero shares of Common Stock. TGR has shared power to vote or direct the vote of, and to dispose or direct the disposition of, 3,659,171 shares of Common Stock, as further described below. TGR shares with its manager, Mike Zoi, the power to vote or direct the vote of, and to dispose or direct the disposition of, all of the shares of Common Stock beneficially owned by it. 

As of October 10, 2014, MZ Delaware beneficially owned 1,102,029 shares of Common Stock of the Issuer, which represented 2.42% of the Issuer's outstanding Common Stock based on 45,607,111 shares of Common Stock outstanding as of October 10, 2014. MZ Delaware has the sole power to vote or direct the vote of, and the sole power to dispose or direct the disposition of, zero shares of Common Stock. MZ Delaware has shared power to vote or direct the vote of, and to dispose or direct the disposition of, 1,102,029 shares of Common Stock, as further described below. MZ Delaware shares with its manager, Mike Zoi, the power to vote or direct the vote of, and to dispose or direct the disposition of, all of the shares of Common Stock beneficially owned by it.

As of October 10, 2014, MTZ Fund beneficially owned 1,777,344 shares of Common Stock of the Issuer, which represented 3.90% of the Issuer's outstanding Common Stock based on 45,607,111 shares of Common Stock outstanding as of October 10, 2014. MTZ Fund has the sole power to vote or direct the vote of, and the sole power to dispose or direct the disposition of, zero shares of Common Stock. MTZ Fund has shared power to vote or direct the vote of, and to dispose or direct the disposition of, 1,777,344 shares of Common Stock, as further described below. MTZ Fund shares with its manager, Mike Zoi, the power to vote or direct the vote of, and to dispose or direct the disposition of, all of the shares of Common Stock beneficially owned by it.

(b)               The disclosures contained in Item 5(a) above are incorporated herein by this reference.

(c)               No transactions in the Issuer's Common Stock have been effected by the Reporting Persons during the period from August 11, 2014 through October 10, 2014 except as disclosed under Item 3 of this Schedule 13D, all of which disclosures are incorporated herein by this reference.

(d)               Not applicable.

(e)               Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

The information contained in Item 3 above is incorporated herein by this reference.

Item 7. Material to Be Filed as Exhibits

Exhibit No.	Description
99.4	Joint Filing Agreement, dated October 10, 2014, by and among Mike Zoi, TGR Capital, LLC, MZ Capital LLC (Delaware), and MTZ Fund, LLC
99.5	Letter Agreement, dated as of June 10, 2014, among Beno Distribution, Ltd., Net Element, Inc., Mike Zoi, TGR Capital, LLC, and MTZ Fund, LLC
99.6	Letter Agreement, dated as of December 5, 2013, among K 1 Holding Limited, Net Element, Inc., and TGR Capital, LLC

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

October 10, 2014	/s/ Mike Zoi
Date	Mike Zoi
	TGR CAPITAL, LLC
October 10, 2014	By:	/s/ Mike Zoi
Date	Name:	Mike Zoi
	Title:	Manager
	MZ CAPITAL LLC (Delaware)
October 10, 2014	By:	/s/ Mike Zoi
Date	Name:	Mike Zoi
	Title:	Manager
	MTZ FUND, LLC
October 10, 2014	By:	/s/ Mike Zoi
Date	Name:	Mike Zoi
	Title:	Manager

EXHIBIT INDEX

Exhibit No.	Description
99.4	Joint Filing Agreement, dated October 10, 2014, by and among Mike Zoi, TGR Capital, LLC, MZ Capital LLC (Delaware), and MTZ Fund, LLC
99.5	Letter Agreement, dated as of June 10, 2014, among Beno Distribution, Ltd., Net Element, Inc., Mike Zoi, TGR Capital, LLC, and MTZ Fund, LLC
99.6	Letter Agreement, dated as of December 5, 2013, among K 1 Holding Limited, Net Element, Inc., and TGR Capital, LLC

EX-99.4

Exhibit 99.4

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, par value $0.0001 per share, of Net Element, Inc, a Delaware corporation, and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement as of the 10th day of October 2014.

/s/ Mike Zoi
Mike Zoi
TGR CAPITAL, LLC
By:	/s/ Mike Zoi
Name:	Mike Zoi
Title:	Manager
MZ CAPITAL LLC (Delaware)
By:	/s/ Mike Zoi
Name:	Mike Zoi
Title:	Manager
MTZ FUND, LLC
By:	/s/ Mike Zoi
Name:	Mike Zoi
Title:	Manager

EX-99.5

Exhibit 99.5

LetTER Agreement

Beno Distribution, Ltd.

Attention: Andrew T. Moustras, Director

Via email: _________________

TGR Capital, LLC

Attention: Mike Zoi

Via email: __________________

MTZ Fund, LLC

Attention: Mike Zoi

Via email: __________________

Mike Zoi

Via email: __________________

This letter agreement is dated as of June 10, 2014 (the "Effective Date"). Subject only to approval of the transactions described herein by the board of directors of Net Element, Inc., a Delaware corporation (Nasdaq: NETE) ("NETE"), for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby covenant and agree as follows:

1. Effective as of the Effective Date, Mike Zoi shall resign as director and/or officer of NETE and any of its affiliates. In addition, as soon as practicable after the Effective Date (but in any event not later than thirty (30) days after the Effective Date), TGR Capital, LLC, a Florida limited liability company, an affiliate of Mike Zoi and a significant stockholder of NETE ("TGR"), shall assign and transfer to Beno Distribution, Ltd., a company organized and existing under the laws of the British Virgin Islands (“Beno”), such number of restricted shares of common stock of NETE currently owned by TGR that would equal fourteen percent (14%) in the aggregate of the total issued and outstanding shares of common stock of NETE (on a fully diluted basis except no warrants issued by NETE shall be counted or taken into consideration in computing such fully diluted basis) as of the Effective Date (the "TGR Share Transfer").

2. In consideration of such resignation, NETE hereby agrees and covenants to cause all of the shares of NETE common stock held by each of TGR and MTZ Fund, LLC, a Delaware limited company and an affiliate of Mike Zoi (“MTZ”), immediately after the TGR Share Transfer to be registered with the U.S. Securities and Exchange Commission (the “SEC”) on Form S-3 registration statement (or on Form S-1 registration statement if NETE is ineligible to register its shares on Form S-3) by using NETE’s best reasonable efforts to cause such registration statement to be filed with the SEC not later than sixty (60) days from the date of the TGR Share Transfer and declared effective by the SEC as soon as practically possible after such filing.NETE hereby agrees that, if any of the provisions of this paragraph 3 of this letter agreement were not performed in accordance with their specific terms or were otherwise breached (e.g., if the registration statement is not filed with the SEC and/or not declared effective due to direct fault of NETE), irreparable damage would occur, no adequate remedy at law would exist and damages would be difficult to determine, and that TGR and MTZ shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity.

3. In connection with the TGR Share Transfer (the shares transferred pursuant to the TGR Share Transfer are referred to as the "Shares"), Beno, on its own behalf and on behalf of his respective affiliated entities (if any), hereby provides to NETE and TGR the representations and warranties set forth in Exhibit A hereto.

4. NETE hereby agrees that, on the Effective Date, NETE shall pay off the Amex credit card with a number ending with 0-91002, issued in the name of Mike Zoi, charges in the amount of US $77,128.00 (Seventy-Seven Thousand One Hundred Twenty-Eight U.S. Dollars only). Upon Amex confirmation of such payment, Mike Zoi, on his behalf and on behalf of his affiliates (including, but not limited to, Enerfund), hereby agrees that he shall not have any further claims against NETE for any other payment to him and his affiliates (including, but not limited to, Enerfund).

This letter agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto. No party hereto may, without the prior written consent of the other party hereto, assign or otherwise transfer, in whole or in part, any of its rights and obligations under this letter agreement. Except as expressly provided for herein, nothing in this letter agreement shall confer any rights upon any person that is not a party hereto or the successor or permitted assignee of a party to this letter agreement. This letter agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Copies of executed counterparts transmitted by telecopy or other electronic transmission service shall be considered original executed counterparts.

[Signatures are on next page.]

2

Please indicate your consent to the terms of this letter agreement by signing and dating this letter agreement and returning it to the undersigned.

NET ELEMENT, INC.
By:	/s/ Oleg Firer
	Oleg Firer, Chief Executive Officer

Agreed and accepted by:

BENO DISTRIBUTION, LTD.
By:	/s/ Andrew T. Moustras
Andrew T. Moustras, Director
TGR Capital, LLC
By:	/s/ Mike Zoi
Mike Zoi, Manager
MTZ Fund, LLC
By:	/s/ Mike Zoi
Mike Zoi, Manager
/s/ Mike Zoi
MIKE ZOI

3

Exhibit A

Investment Representations and Warranties

As a condition to the TGR Share Transfer to Beno, Beno, on its own behalf and on behalf of its affiliated entities (each, an “Investor”), hereby represents and warrants to NETE and TGR as follows:

Investor acknowledges that the issuance and transfer to it of the shares of common stock of NETE representing the Shares has not been reviewed by the United States Securities and Exchange Commission or any state securities regulatory authority because such transaction is intended to be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws. Investor understands that each of NETE and TGR is relying upon the truth and accuracy of, and Investor’s compliance with, the representations, warranties, acknowledgments and understandings of Investor set forth in this letter agreement in order to determine the availability of such exemptions and the eligibility of Investor to acquire the Shares.

Investor represents that the Shares are being acquired by Investor for its own account, for investment purposes only and not with a view to or for distribution or resale to others in contravention of the registration requirements of the Securities Act or applicable state securities laws. Investor agrees that it will not sell or otherwise transfer any of the Shares unless such transfer or resale is registered under the Securities Act and applicable state securities laws or unless exemptions from such registration requirements are available.

Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of Investor’s investment in NETE through Investor’s acquisition of the Shares. Investor is able to bear the economic risk of its investment in NETE through Investor’s acquisition of the Shares for an indefinite period of time. At the present time, Investor can afford a complete loss of such investment and has no need for liquidity in such investment.

Investor recognizes that its acquisition of the Shares involves a high degree of risk in that: (a) an investment in NETE is highly speculative and only Investor who can afford the loss of their entire investment should consider investing in NETE and securities of NETE; (b) transferability of the Shares is limited; (c) NETE has experienced recurring losses and it must raise substantial additional capital in order to continue operating its business; (d) subsequent equity financings will dilute the ownership and voting interests of Investor and equity securities issued by NETE to other persons or entities may have rights, preferences or privileges senior to the rights of Investor; (e) any debt financing that may be obtained by NETE must be repaid regardless of whether NETE generates revenues or cash flows from operations and may be secured by substantially all of NETE’s assets; (f) there is absolutely no assurance that any type of financing on terms acceptable to NETE will be available to NETE or otherwise obtained by NETE; and (g) if NETE is unable to obtain additional financing or is unable to obtain additional financing on terms acceptable to it, then NETE may be unable to implement its business plans or take advantage of business opportunities, which could have a material adverse effect on NETE’s business prospects, financial condition and results of operations and may ultimately require NETE to suspend or cease operations.

4

Investor acknowledges that he has prior investment experience and that he recognizes and fully understands the highly speculative nature of Investor’s investment in NETE pursuant to its acquisition of the Shares. Investor acknowledges that he, either alone or together with its professional advisors, has the capacity to protect its own interests in connection with this transaction.

Investor acknowledges that it has carefully reviewed the this letter agreement and NETE’s filings with the United States Securities and Exchange Commission, which are available on the Internet at www.sec.gov, all of which documents and filings Investor acknowledges have been made available to it. Investor has been given the opportunity to ask questions of, and receive answers from, NETE concerning this letter agreement, the issuance to it of the Shares, and NETE’s business, operations, financial condition and prospects, and Investor has been given the opportunity to obtain such additional information, to the extent NETE possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of same as Investor reasonably desires in order to evaluate its investment in NETE pursuant its acquisition of the Shares. Investor fully understands all of such documents and filings and has had the opportunity to discuss any questions regarding any of such documents or filings with its legal counsel and tax, investment and other advisors. Notwithstanding the foregoing, Investor acknowledges and agrees that the only information upon which it has relied upon in executing this letter agreement is the information set forth in this letter agreement and NETE’s filings with the United States Securities and Exchange Commission. Investor acknowledges that it has received no representations or warranties from NETE, its employees, agents or attorneys in making this investment decision. Investor acknowledges that it does not desire to receive any further information from NETE or any other person or entity in order to make a fully informed decision of whether or not to execute this letter agreement and accept the Shares.

Investor acknowledges that the issuance to it of the Shares may involve tax consequences to Investor. Investor acknowledges and understands that Investor must retain its own professional advisors to evaluate the tax and other consequences of Investor’s receipt of the Shares.

Investor understands and acknowledges that NETE is under no obligation to register the resale of the Shares under the Securities Act or any state securities laws. Investor agrees that NETE may, if it desires, permit the transfer of the Shares out of Investor’s name only when Investor’s request for transfer is accompanied by an opinion of counsel reasonably satisfactory to NETE that the proposed transfer satisfies an applicable exemption from registration requirements under the Securities Act and applicable state securities laws.

5

Investor understands that the certificate(s) representing the Shares shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the Shares):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR (B) AN OPINION OF COUNSEL, IN A REASONABLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS, OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

The legend set forth above will be removed, and NETE will issue a certificate without such legend to the holder of the Shares upon which it is stamped, only if (a) such Shares are being sold pursuant to an effective registration statement under the Securities Act, (b) such holder delivers to NETE an opinion of counsel, in a reasonably acceptable form to NETE, that the disposition of the Shares is being made pursuant to an exemption from federal and state registration requirements, or (c) such holder provides NETE with reasonable assurance that a disposition of the Shares may be made pursuant to Rule 144 under the Securities Act without any restriction as to the number of shares acquired as of a particular date that can then be immediately sold.

Investor acknowledges that he has a preexisting personal or business relationship with NETE or one or more of its officers, directors or controlling persons.

Investor represents and warrants that he was not induced to invest in NETE (pursuant to the issuance to it of the Shares) by any form of general solicitation or general advertising, including, but not limited to, the following: (a) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media (including via the Internet) or broadcast over the news or radio; and (b) any seminar or meeting whose attendees were invited by any general solicitation or advertising.

Beno’s current addresses is on file with NETE.

6

EX-99.6

Exhibit 99.6

LetTER Agreement

K 1 Holding Limited

125040 Russia Moscow, Leningradskiy prospect, 30/2

Attention: Vyacheslav Lukashev

Re: Shares Transfers and Loan

This letter agreement is dated as of December 5, 2013 (the "Effective Date"). Reference is made to that certain Joint Venture Agreement, dated April 6, 2012, by and between Net Element, Inc. (a predecessor to Net Element International, Inc.) ("NETE") and Mr. Igor Yakovlevich Krutoy ("Krutoy"). Reference is also made to MUSIC 1 LLC, a limited liability company registered under the laws of Russian Federation (“Music1“), having the authorized charter capital in the amount of 10,000 (Ten Thousand) Russian Rubles. Net Element Russia LLC, a limited liability company registered under the laws of Russian Federation ("Net Element Russia") currently owns a participation interest in Music1 representing 67% of its charter capital. K 1 Holding Limited, a company organized under the laws of British Virgin Islands ("K1 Holding"), currently owns a participation interest in Music1 representing 33% of its charter capital. Krutoy currently beneficially owns 333,333 shares of common stock of NETE (the "Current Shares").

The parties hereby agree as follows:

1. On the Effective Date, K1 Holding shall lend to NETE US$2,000,000 (the "Loan") on the terms and conditions and pursuant to the Promissory Note dated as of the Effective Date.

2. On the Effective Date, K1 Holding shall enter into a consulting services agreement with NETE under which K1 Holding will provide consulting services during the term of two (2) years (the "Services") under the terms and conditions as set forth in the Services Agreement dated as of the Effective Date.

3. In consideration for the above,

a. Subject to NETE stockholders approval at the 2013 annual stockholders meeting, NETE shall issue to K1 Holding as soon as practically possible after such meeting but not later than December 31, 2013 such number of restricted shares of common stock of NETE that would equal four percent (4%) of the total issued and outstanding shares of common stock of NETE at the time of such issuance (the "New Shares"). The portion of the New Shares with the market value of One Million U.S. Dollars (US$1,000,000) at the time of such issuance shall be allocated as the consideration for the Loan, and the balance of the New Shares shall be allocated as consideration for the Services.

b. Subject to NETE stockholders approval at the 2013 annual stockholders meeting, TGR Capital, LLC, a Florida limited liability company and a significant stockholder of NETE ("TGR"), shall assign and transfer to K1 Holding such number of restricted shares of common stock of NETE currently owned by TGR as shall be needed to bring joint K1 Holding and Krutoy's aggregate beneficial ownership of common stock of NETE (together with the Current Shares and New Shares) to ten percent (10%) in the aggregate of the total issued and outstanding shares of common stock of NETE at the time of such transfer (the "Share Transfer"). Subject to the first sentence in this paragraph 3(a), the Share Transfer shall be made as soon as practicable after the 2013 annual NETE stockholders meeting but not later than December 31, 2013. All of the shares of NETE common stock transferred to K1 Holding pursuant to the Share Transfer shall be allocated as consideration for the Services.

4. In connection with the issuance of the New Shares and the Share Transfer and as a condition to the issuance of the New Shares and the Share Transfer, K1 Holding hereby provides to NETE and TGR the representations and warranties set forth in Exhibit A hereto.

5. The issuance of the New Shares shall satisfy all obligations to issue any shares or any other equity interest in NETE or its predecessors or successor to Krutoy or his affiliates under any previous agreements.

This letter agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto. No party hereto may, without the prior written consent of the other party hereto, assign or otherwise transfer, in whole or in part, any of its rights and obligations under this letter agreement. Except as expressly provided for herein, nothing in this letter agreement shall confer any rights upon any person that is not a party hereto or the successor or permitted assignee of a party to this letter agreement. This letter agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Copies of executed counterparts transmitted by telecopy or other electronic transmission service shall be considered original executed counterparts.

[Signatures are on next page.]

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Please indicate your consent to the terms of this letter agreement by signing and dating this letter agreement and returning it to the undersigned.

TGR Capital, LLC

/s/ Mike Zoi

Mike Zoi, Manager

Agreed and accepted by:

NET ELEMENT INTERNATIONAL, INC.
By:	/s/ Oleg Firer
Name:	Oleg Firer
Title:	CEO
K 1 Holding Limited
By:	/s/ Andreas Moustras
Name:	Andreas Moustras
Title:	Director

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Exhibit A

Representations and Warranties

As a condition to the issuance of the New Shares and the Share Transfer to K1 Holding, K1 Holding hereby represents and warrants to NETE and TGR as follows:

K1 Holding acknowledges that the issuance and transfer to it of the shares of common stock of NETE representing both the New Shares and the shares to be transferred to K1 Holding pursuant to the Share Transfer (collectively, the "Shares") has not been reviewed by the United States Securities and Exchange Commission or any state securities regulatory authority because such transaction is intended to be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws. K1 Holding understands that each of NETE and TGR is relying upon the truth and accuracy of, and K1 Holding’s compliance with, the representations, warranties, acknowledgments and understandings of K1 Holding set forth in this letter agreement in order to determine the availability of such exemptions and the eligibility of K1 Holding to acquire the Shares.

K1 Holding represents that the Shares are being acquired by K1 Holding for its own account, for investment purposes only and not with a view to or for distribution or resale to others in contravention of the registration requirements of the Securities Act or applicable state securities laws. K1 Holding agrees that it will not sell or otherwise transfer any of the Shares unless such transfer or resale is registered under the Securities Act and applicable state securities laws or unless exemptions from such registration requirements are available.

K1 Holding has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of K1 Holding’s investment in NETE through K1 Holding’s acquisition of the Shares. K1 Holding is able to bear the economic risk of its investment in NETE through K1 Holding’s acquisition of the Shares for an indefinite period of time. At the present time, K1 Holding can afford a complete loss of such investment and has no need for liquidity in such investment.

K1 Holding recognizes that its acquisition of the Shares involves a high degree of risk in that: (a) an investment in NETE is highly speculative and only K1 Holding who can afford the loss of their entire investment should consider investing in NETE and securities of NETE; (b) transferability of the Shares is limited; (c) NETE has experienced recurring losses and it must raise substantial additional capital in order to continue operating its business; (d) subsequent equity financings will dilute the ownership and voting interests of K1 Holding and equity securities issued by NETE to other persons or entities may have rights, preferences or privileges senior to the rights of K1 Holding; (e) any debt financing that may be obtained by NETE must be repaid regardless of whether NETE generates revenues or cash flows from operations and may be secured by substantially all of NETE’s assets; (f) there is absolutely no assurance that any type of financing on terms acceptable to NETE will be available to NETE or otherwise obtained by NETE; and (g) if NETE is unable to obtain additional financing or is unable to obtain additional financing on terms acceptable to it, then NETE may be unable to implement its business plans or take advantage of business opportunities, which could have a material adverse effect on NETE’s business prospects, financial condition and results of operations and may ultimately require NETE to suspend or cease operations.

K1 Holding acknowledges that he has prior investment experience and that he recognizes and fully understands the highly speculative nature of K1 Holding’s investment in NETE pursuant to its acquisition of the Shares. K1 Holding acknowledges that he, either alone or together with its professional advisors, has the capacity to protect its own interests in connection with this transaction.

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K1 Holding acknowledges that it has carefully reviewed the this letter agreement and NETE’s filings with the United States Securities and Exchange Commission, which are available on the Internet at www.sec.gov, all of which documents and filings K1 Holding acknowledges have been made available to it. K1 Holding has been given the opportunity to ask questions of, and receive answers from, NETE concerning this letter agreement, the issuance to it of the Shares, and NETE’s business, operations, financial condition and prospects, and K1 Holding has been given the opportunity to obtain such additional information, to the extent NETE possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of same as K1 Holding reasonably desires in order to evaluate its investment in NETE pursuant its acquisition of the Shares. K1 Holding fully understands all of such documents and filings and has had the opportunity to discuss any questions regarding any of such documents or filings with its legal counsel and tax, investment and other advisors. Notwithstanding the foregoing, K1 Holding acknowledges and agrees that the only information upon which it has relied upon in executing this letter agreement is the information set forth in this letter agreement and NETE’s filings with the United States Securities and Exchange Commission. K1 Holding acknowledges that it has received no representations or warranties from NETE, its employees, agents or attorneys in making this investment decision. K1 Holding acknowledges that it does not desire to receive any further information from NETE or any other person or entity in order to make a fully informed decision of whether or not to execute this letter agreement and accept the Shares.

K1 Holding acknowledges that the issuance to it of the Shares may involve tax consequences to K1 Holding. K1 Holding acknowledges and understands that K1 Holding must retain its own professional advisors to evaluate the tax and other consequences of K1 Holding’s receipt of the Shares.

K1 Holding understands and acknowledges that NETE is under no obligation to register the resale of the Shares under the Securities Act or any state securities laws. K1 Holding agrees that NETE may, if it desires, permit the transfer of the Shares out of K1 Holding’s name only when K1 Holding’s request for transfer is accompanied by an opinion of counsel reasonably satisfactory to NETE that the proposed transfer satisfies an applicable exemption from registration requirements under the Securities Act and applicable state securities laws.

K1 Holding understands that the certificate(s) representing the Shares shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the Shares):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR (B) AN OPINION OF COUNSEL, IN A REASONABLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS, OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

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The legend set forth above will be removed, and NETE will issue a certificate without such legend to the holder of the Shares upon which it is stamped, only if (a) such Shares are being sold pursuant to an effective registration statement under the Securities Act, (b) such holder delivers to NETE an opinion of counsel, in a reasonably acceptable form to NETE, that the disposition of the Shares is being made pursuant to an exemption from federal and state registration requirements, or (c) such holder provides NETE with reasonable assurance that a disposition of the Shares may be made pursuant to Rule 144 under the Securities Act without any restriction as to the number of shares acquired as of a particular date that can then be immediately sold.

K1 Holding acknowledges that he has a preexisting personal or business relationship with NETE or one or more of its officers, directors or controlling persons.

K1 Holding represents and warrants that he was not induced to invest in NETE (pursuant to the issuance to it of the Shares) by any form of general solicitation or general advertising, including, but not limited to, the following: (a) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media (including via the Internet) or broadcast over the news or radio; and (b) any seminar or meeting whose attendees were invited by any general solicitation or advertising.

K1 Holding’s current address is on file with NETE.

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