NOTE 19. SUBSEQUENT EVENTS

On February 11, 2014, Net Element, Inc. (the "Company") executed an Assignment of Membership Interest in favor of T1T Group, LLC ("T1T Group”). Pursuant to such assignment, the Company transferred to T1T Group all of the Company’s Interests in T1T LAB, LLC in consideration for the Company being released from all of its obligations to T1T LAB, LLC (including the obligations to make capital contributions to T1T LAB, LLC). The Company previously owned ten percent (10%) of the membership interest in T1T LAB, LLC. Upon such assignment, the Company has no further interests or obligations to T1T LAB, LLC. Oleg Firer, previously appointed as an “Executive” of T1T LAB, LLC, resigned his position with that entity effective February 11, 2014.

On February 8, 2014, Dmitry Kozko, who was previously in charge of operations of certain entities that were recently divested by the Company, formally resigned as Director and Officer of the Company.

On March 17, 2014, the Company was served with a lawsuit brought by OOO-RM Invest in the US District Court, Southern District of Florida. In its complaint, OOO-RM Invest claims that on or about July 11, 2012 it entered into an “oral agreement” with the Company allegedly agreeing: (a) to form a new entity, TOT Money International, LTD that would continue the operations of Plaintiff; (b) that the Company would provide TOT Money International, LTD financing in the amount of 600,000,000 Russian rubles; (c) that the Company would assume certain liabilities of Plaintiff; (d) that the Company would be responsible for all business operations of Plaintiff and TOT Money International, LTD; (e) that the Company would deliver the Digital SkyTechnologies ("DST'') account and stated key DST structures to TOT Money International, LTD; (f) that Plaintiff would receive a 30% ownership stake in TOT Money International, LTD and/or receive shares of stock in the Company; (g) that Tcahai Hairullaevich Katcaev would hold the position of General Director of TOT Money; (j) Plaintiff would provide TOT Money International, LTD with access to Plaintiff’s operating accounts; and (h) Plaintiff would transfer client accounts and contracts to TOT Money. Plaintiff claims that the Company breached its obligations pursuant to that alleged oral agreement, and is seeking, among other things, compensatory damages in excess of $50 million. The Company strongly denies the allegations referenced in the complaint and will vigorously defend its interests.

On April 7, 2014 the Company paid off and satisfied its debts with RBL Capital corp., which consisted of two notes: One note with a remaining principal balance of $1,416,926 as March 31, 2014 and one note with a principal balance of $934,030 as of March 31, 2014.

The note with the principal balance of $1,416,926 provided for the payoff of restructuring interest accrued in the amount of $92,239. The loan pay off also provided for pro rata interest in the amount of $16,020 and a prepayment premium in the amount of $42,508, which was also charge to interest expense. The total payoff for this note amounted to $1,567,693. The note required monthly payments of $77,560 in principal and interest at 15.636%, plus an additional 5% in restructuring interest, to be accrued from January, 2013 through March 2015 to total $106,856.

A second note with the principal balance of $934,030 provided for the payoff of restructuring interest accrued in the amount of $90,615. The loan payoff also provided for pro rata interest in the amount of $9,505 and had no prepayment premium. The total payoff of this note amounted to $1,034,150. The note required monthly payments of $84,584 in principal and interest plus an additional 5% restructuring interest, to be accrued from January 2013 through March 2015 to total $116,533.

The Company is currently negotiating an $11.2 million convertible note with Cayman Invest, SA. The draft terms of the agreement call for an interest rate of 0% and in the event of default a 12% rate, maturity date of March 31, 2015 and certain conversion features. The automatic conversion feature provides for 15% of fully diluted shares to be issued upon the Company raising $10 million in qualified financing from a third party. Cayman Invest, SA can also convert, at their sole discretion, under the same terms at any time. Although the terms and agreement have not been fully agreed to, Cayman Invest, SA has advanced $6,180,000 between January 1 and April 15, 2014 in anticipation of the signing of the convertible loan agreement.