Entry into a Material Definitive

On March 3, 2017, Net Element, Inc., a Delaware corporation (the Company), entered into an Amendment (the Amendment) to Master Exchange Agreement dated as of May 2, 2016 (the Agreement) with Crede CG III, Ltd., an exempted company incorporated under the laws of Bermuda (Crede). The Amendment extended the Outside Date (as defined in the Agreement) from December 31, 2016 to August 31, 2017, which extends the time prior to which the Company has the right, pursuant to the Agreement, to request Crede, and Crede agreed upon each such request, to exchange the promissory notes that are subject to the Agreement for shares of the Companys common stock on the terms and conditions set forth in the Agreement (as previously disclosed in the Companys Current Report on Form 8-K filed wit h the Securities and Exchange Commission on May 3, 2016).

The above description of the Amendment is intended as a summary only and is qualified in its entirety by the terms and conditions set forth therein. A copy of the Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by this reference.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure provided in Item 1.01 of this Report is hereby incorporated by reference into this Item 2.03.

Item 3.02

Unregistered Sales of Equity Securities.

The disclosure provided in Item 1.01 of this Report is hereby incorporated by reference into this Item 3.02.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

10.1

Amendment, dated as of March 3, 2017, to Master Exchange Agreement dated as of May 2, 2016 between the Company and Crede CG III, Ltd.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 7, 2017

NET ELEMENT, INC.

By:

/s/Jonathan New

Name:

Jonathan New

Title:

Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.

Description

10.1

Amendment, dated as of March 3, 2017, to Master Exchange Agreement dated as of May 2, 2016 between the Company and Crede CG III, Ltd.

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Other recent filings from the company include the following:

Registration statement under Securities Act of 1933 - April 18, 2018
Net Element Reports Full-Year 2017 Financial Results And Provides Business Update - April 2, 2018
Net Element International Just Filed Its Annual Report: Net Loss per Sh... - April 2, 2018
Net Element International director just declared ownership of no shares of Net Element International - March 28, 2018
Net Element Appoints Seasoned Fintech Executive To Board Of Directors - March 26, 2018

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