Net Element International to Acquire Unified Payments, a Leading Provider of Payment Services Recognized by Inc. Magazine as the

  Net Element International to Acquire Unified Payments, a Leading Provider of
  Payment Services Recognized by Inc. Magazine as the Fastest-Growing Company
  in the U.S. in 2012

Proposed Acquisition Expected to Broaden Net Element International’s Suite of
  Payment Processing Solutions and Position the Company for Continued Global
                                    Growth

Business Wire

MIAMI -- March 12, 2013

Net Element International (NASDAQ: NETE), a technology-driven group
specializing in electronic commerce and mobile payment processing, and Unified
Payments, a leading provider of transaction processing services and
payment-enabling technologies that was recognized by Inc. Magazine as the
fastest-growing private company in the U.S. in 2012, today announced that they
have entered into a binding term sheet for Net Element International to
acquire Unified Payments and operate it through its newly formed subsidiary
and holding company, TOT, Inc. (TOT).

The acquisition is expected to position and diversify Net Element
International’s TOT Money business and expand its global presence in the
payments market. When the acquisition has been completed, Net Element
International plans to aggressively begin deploying Unified Payments’ products
and services in Russia and other emerging markets, while Unified Payments
provides a strong foundation of recurring revenues in the U.S.

Both companies consider the acquisition a major win-win that will create a
strong, driven and innovative force in the mobile and transaction processing
markets. Their robust global networks and top-tier business relationships,
combined with their shared commitment to payment technology innovation, are
expected to help Net Element International spread its technology and business
to a broader range of users in Russia and other emerging markets while
expanding and diversifying its business base in North America.

“We became motivated to acquire Unified Payments after learning about its
remarkable success, as it is very rare to see a young company with such an
impressive growth track record,” said Net Element International Chairman
Kenges Rakishev, himself a noted global business leader and strategic
technology investor named one of the 50 most influential people in Kazakhstan.
“This acquisition is extremely synergistic, as Net Element will leverage its
deep industry relationships in Russia and Commonwealth of Independent States
markets to introduce Unified Payment's unique business model and technologies
in these growth markets. Indeed, the combination of these two cutting-edge
companies resulting in the formation of TOT is expected to build a strong,
technology-driven company in the global mobile and transaction processing
markets.”

Oleg Firer, co-founder and executive chairman of Unified Payments, echoed
Rakishev’s enthusiasm: “Unified Payments shares Net Element International’s
vision to energize and enhance the world of payment processing. I am excited
to lead our team to bring the best, most compelling technologies to our focus
markets. There are enormous opportunities in Russia and other emerging
markets, and we are well-positioned to implement our products and services in
these high-growth markets.”

Plans call for appointing Firer to the position of Chief Executive Officer of
Net Element International, with Steven Wolberg joining Net Element
International as Chief Legal Officer, and Tim Greenfield, Net Element
International’s president of mobile commerce and payment processing, becoming
President of Corporate Development. Ivan Onuchin will remain as Chief
Technology Officer and Jonathan New will remain as Chief Financial Officer.
Francesco Piovanetti, Net Element International’s current Chief Executive
Officer, will become a consultant to the company. These changes in management
of Net Element International are expected to take place following closing of
Net Element International's proposed acquisition of Unified Payments.

The terms of the proposed acquisition are disclosed in Net Element
International's Form 8-K filed with the SEC today.

The proposed acquisition is subject to Net Element International’s
satisfactory completion of due diligence, the execution of an acquisition
agreement and ancillary agreements and documents satisfactory to the parties,
and other customary closing conditions.

About Net Element International (NASDAQ: NETE)

Net Element International (NASDAQ: NETE) is a global technology-driven group
specializing in electronic commerce and mobile payments. The company owns and
operates a mobile payments company, TOT Money, as well as several popular
content monetization verticals. Together with its subsidiaries, Net Element
International enables ecommerce and content-management companies to monetize
their assets in ecommerce and mobile commerce environments. Its global
development centers and high-level business relationships in the United
States, Russia and Commonwealth of Independent States strategically position
the company for continued growth. The company has U.S. headquarters in Miami
and international headquarters in Moscow. More information is available at
www.netelement.com.

About Unified Payments

Unified Payments, which has been recognized by Inc. Magazine as the
fastest-growing private company in America in 2012, is a leading socially
responsible provider of transaction processing services and payment-enabling
technologies to small, medium, and large merchants across the United States.
Unified Payments provides comprehensive turnkey, transaction processing
solutions to merchants across the United States. By utilizing the products and
services offered by Unified Payments, merchants are able to accept both
traditional card present, mobile payments, card-not present payments, and
other forms of cashless payments such as prepaid cards, stored-value cards,
gift cards and other closed loop network payments. Its corporate headquarters
are in Miami.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Any statements contained in this
press release that are not statements of historical fact may be deemed
forward-looking statements. Words such as “possible,” “potential,” “proposed,”
“will,” “may,” “could,” “should,” “expect,” “expected,” “contemplated,”
“plans,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,”
“potential,” “continue,” and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements include, without
limitation, Net Element International’s plans, intentions and expectations
with respect to the proposed acquisition of Unified Payments; Net Element
International’s satisfactory completion of due diligence with respect to
Unified Payments and its business, financial condition, assets and operations;
the execution of an acquisition agreement and ancillary agreements and
documents satisfactory to Net Element International and United Payments; the
satisfaction of customary closing conditions; who the executive officers of
Net Element International will be upon closing of the proposed transaction;
the extent to which the proposed acquisition diversifies Net Element
International’s TOT Money business and/or expands its presence in the payment
processing market; the extent that Unified Payments’ business provides
recurring revenues in the United States to Net Element International following
the closing of the proposed acquisition; the extent that the proposed
acquisition helps Net Element International spread its technology and business
to a broader range of users in Russia and other emerging markets; and the
extent that the proposed acquisition helps Net Element International expand
and diversify its business base in North America. All forward-looking
statements involve significant risks and uncertainties that could cause actual
results to differ materially from those expressed or implied in the
forward-looking statements, many of which are generally outside the control of
Net Element International and are difficult to predict. Examples of such risks
and uncertainties include, but are not limited to: (i) the failure for any
reason of Net Element International to satisfactorily complete due diligence
with respect to Unified Payments and its business, financial condition, assets
and operations; (ii) the failure of Net Element International for any reason
to enter into an acquisition agreement for the acquisition of Unified
Payments; (iii) if such an acquisition agreement is entered into, the failure
of the proposed acquisition to close for any reason; (iv) the change for any
reason in who the executive officers of Net Element International will be upon
closing of the proposed acquisition; (v) risks relating to the consummation of
the contemplated acquisition, including the risk that required consents to the
acquisition might not be obtained in a timely manner or at all or that other
closing conditions are not satisfied; (vi) the impact of the proposed
acquisition on the markets for Net Element International’s and its
subsidiaries’ products and services and on the markets for Unified Payments’
products and services; (vii) the employees of Net Element International and
Unified Payments not being integrated successfully; (viii) operating costs and
business disruption following the proposed acquisition, including adverse
effects on employee retention and on Net Element International’s and/or
Unified Payments’ business relationships with third parties; (ix) adverse
effects on the financial condition of Net Element International following the
proposed acquisition as a result of the assumption of indebtedness of United
Payments; (x) adverse changes in the performance of the business of Unified
Payments; (xi) the future performance of Net Element International following
the closing of the proposed acquisition; and (xii) local, industry and general
business and economic conditions. Additional factors that could cause actual
results to differ materially from those expressed or implied in the
forward-looking statements can be found in the current report, as amended, on
Form 8-K/A filed with the Securities and Exchange Commission (the “SEC”) on
November 19, 2012 (including, without limitation, the information incorporated
by reference therein from the Definitive Joint Proxy Statement and Prospectus,
dated September 4, 2012, filed with the SEC on September 5, 2012), the most
recent annual report on Form 10-K and the subsequently filed quarterly reports
on Form 10-Q and current reports on Form 8-K filed by Net Element
International with the SEC. Net Element International anticipates that
subsequent events and developments may cause its plans, intentions and
expectations to change. Net Element International assumes no obligation, and
it specifically disclaims any intention or obligation, to update any
forward-looking statements, whether as a result of new information, future
events or otherwise, except as expressly required by law.

Contact:

Roar Media
Kris Conesa or Tyler Sminkey, 305-403-2080, Ext 115 or Ext. 114
kris@roarmedia.com or tyler@roarmedia.com
www.RoarMedia.com
 
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