Exhibit

A. That pursuant to the authority conferred upon the Board of Directors by the Certificate of Formation of the Corporation, the Board of Directors, on January 23, 2018, adopted the following resolution establishing a new series of 1,666 shares of Preferred Stock of the Corporation to be designated as Series H Convertible Preferred Stock:

RESOLVED, that, pursuant to the authority vested in the Board of Directors of the Corporation in accordance with the provisions of its Certificate of Formation, a series of Preferred Stock of the Corporation be, and it hereby is, authorized and created, and the designation and amount thereof and the rights, preferences and limitations of such series are as follows:

4. Voting. The holders of shares of Series H Preferred shall have full voting rights and powers, and, except as may be otherwise provided by law, shall vote together with all other classes and series of the stock of the Corporation as a single class on all actions to be taken by the stockholders of the Corporation. Each holder of shares of Series H Preferred shall be entitled to the number of votes equal to the number of shares of Common Stock into which the shares of Series H Preferred held by such holder could be converted at the Conversion Price (as hereinafter defined) on the record date for the vote which is being taken. Fractional votes shall not, however, be permitted and, with respect to each holder of Series H Preferred, any fractional voting rights resulting from the above (after aggregating all shares of Common Stock into which shares of Series H Preferred held by a holder could be converted) shall be rounded to the nearest whole number (with one-half being rounded upward).

a. In the event of a liquidation, dissolution or winding up of the Corporation or upon any Liquidity Event, the holders of Series H Preferred shall be entitled to receive, prior and in preference to holders of the Corporation’s Common Stock and any class of preferred stock designated subsequent to the issuance of the Series H Preferred, an amount equal to the greater of: (i) their pro-rata share in the Corporation on an converted basis; or (ii) the sum of one times (1.0x) the Stated Value per share for each share of the Series H Preferred (as adjusted for any stock dividends, combinations or splits with respect to such shares) (the “Preference Amount”). In the event the funds or assets legally available for distribution to the holders of shares of Series H Preferred are insufficient to pay in full the Preference Amount as described above, then all funds or assets available for distribution to the holders of capital stock shall be paid to the holders of Series H Preferred pro rata based on the full Preference Amount to which they are entitled. After payment has been made to the holders of Series H Preferred of the full Preference Amount to which such holders shall be entitled, the remaining net assets of the Corporation available for distribution, if any, shall be distributed pro rata among the holders of Common Stock. “Common Stock” means the common stock, par value $0.001 per share, of the Corporation and common stock that may hereinafter be authorized and issued by the Corporation and any share of successor or replacement stock.

b. A “Liquidity Event” means (i) any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary (a “Liquidation”) or (ii) any sale, merger, consolidation, reorganization or other transaction which results in a Change of Control. A “Change of Control” means a reorganization, consolidation or merger of the Corporation or any significant subsidiary with or into any other corporation or corporations (other than a wholly-owned subsidiary), or the sale, transfer, liquidation or other disposition (including any license that has the substantive effect of a transfer of all or substantially all of the economic value of the Company and its subsidiaries, taken as a whole) of all or substantially all of the assets of the Corporation and its subsidiaries, taken as a whole, or the consummation of any transaction or series of related transactions, unless a private or public offering of equity securities of the Corporation for the purposes of raising financing for the Corporation, in each case which results in the Corporation’s stockholders immediately prior to such transaction or series of related transactions, holding less than fifty percent (50%) of the voting power of the entity surviving or continuing (including the Corporation or the entity owning all or substantially all of the assets of the Corporation) following such transaction or series of related transactions; provided a Change of Control shall not apply to a merger effected solely for the purposes of changing the domicile or name of the Corporation.

a. Voluntary Conversion. Subject to (but only to the extent) the Ownership Limitation (as defined in Section 7(c) below), the holder of Series H Preferred, at its option, may convert all or part of its Series H Preferred into that number of Common Stock equal to the quotient determined by dividing (i) the Stated Value of the shares of Series H Preferred to be converted; and (ii) the Voluntary Conversion Price.

b. Mandatory Conversion. Unless otherwise converted and subject to the Ownership Limitation, upon the occurrence of a Triggering Event, all outstanding shares of Series H Preferred shall be automatically convert into that number of Common Stock equal to the quotient determined by dividing (i) the Stated Value of the shares of Series H Preferred subject to conversion under this Section 7(b); and (ii) the Triggering Event Conversion Price. For the avoidance of doubt, in the event any shares of Series H Preferred shall become subject to the Ownership Limitation, such shares shall be deemed automatically converted into a right to the remaining Common Stock but such Common Stock shall not become issuable and the holder of such right shall not be entitled to vote such Common Stock until such time as the Ownership Limitation would not be exceeded.

“Ownership Limitation” means, upon any conversion of Series H Preferred contemplated by this Section 7, the limitation on the beneficial ownership of Common Stock by the holder such that the number of shares of Common Stock beneficially owned by the holder shall not exceed 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of such Series H Preferred shares or of other derivative securities issuable upon conversion of such Series H Preferred shares.

“Triggering Event” means the moment immediately prior to the occurrence of both of (i) the uplisting of the Corporation’s Common Stock, including the shares issuable pursuant to conversion under Section 7(b), on any one of the New York Stock Exchange, NYSE: Amex Exchange, The Nasdaq Stock Exchange, including the Nasdaq Capital Markets, London Stock Exchange, including AIM, or any other major stock exchange in the United States of America (the “Uplisting”), and (ii) if during any ten (10) consecutive trading days the lowest traded share price is equal to or greater than $1.25 per share (subject to adjustments).

d. Redemption Option. In the event that the Corporation does not complete an Uplisting or the Corporation has not undergone a Change of Control on or before December 31, 2022, the holder of the Series H Preferred shall have the right, but not the obligation, to require the Corporation to redeem all or part of its Series H Preferred at the Stated Value.

(i) Holder’s Delivery Requirements. To convert Series H Preferred into full shares of securities of the Corporation on any date (the “Conversion Date”), the holder thereof shall (A) transmit by facsimile (or otherwise deliver), for receipt on or prior to 5:00 p.m., New York time on such date, a copy of a fully executed notice of conversion (the “Conversion Notice”), to the Corporation, and (B) with respect to the final conversion of shares of Series H Preferred held by any holder, such holder shall surrender to a common carrier for delivery to the Corporation as soon as practicable following such Conversion Date but in no event later than six (6) business days after such date the original certificates representing the shares of Series H Preferred being converted (or an indemnification undertaking with respect to such shares in the case of their loss, theft or destruction) (the “Series H Preferred Certificates”). Upon the Conversion Date, the rights of the holder as holder of the shares of Series H Preferred shall cease and the person or persons in whose name or names any certificate or certificates for shares of securities of the Corporation shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares of such securities represented thereby. The Corporation shall not be obligated to issue certificates evidencing the shares of securities issuable upon such conversion unless certificates evidencing such shares of Series H Preferred so converted are either delivered to the Corporation or any such transfer agent.

(ii) Corporation’s Response. Upon receipt by the Corporation of a facsimile copy of a Conversion Notice, the Corporation shall immediately send, via facsimile or e-mail, a confirmation of receipt of such Conversion Notice to such holder and the Corporation or its designated transfer agent (the “Transfer Agent”), as applicable, shall, within three (3) business days following the date of receipt by the Corporation of the executed Conversion Notice, issue and deliver or cause to be delivered a certificate or certificates registered in the name of the holder or its designee, for the number of shares of securities to which the holder shall be entitled.

f. Adjustments of Conversion Price. If the Corporation (A) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock, (B) subdivides outstanding shares of Common Stock into a larger number of shares, (C) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (D) issues by reclassification of shares of the Common Stock any shares of capital stock of the Corporation, then in each case the Voluntary Conversion Price and the Triggering Event Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event and the number of shares issuable upon conversion of the shares of Series H Preferred shall be proportionately adjusted such that the aggregate and applicable conversion price of Series H Preferred shall remain unchanged. Any adjustment made pursuant to this Section 7(f) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification.

8. Protective Rights. The Corporation will not either directly or indirectly, where applicable with respect to the Corporation and any of its subsidiaries, by amendment, merger, consolidation or otherwise, adopt resolutions on any of the follower matters without (in addition to any other vote required by law or the Corporation’s charter documents) the written approval of the holders of one hundred percent (100%) of the Series H Preferred:

9. Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by facsimile or e-mail or three (3) business days following being mailed by certified or registered mail, postage prepaid, return-receipt requested, addressed to the holder of record at its address appearing on the books of the Corporation.

10. No Fractional Shares. No fractional shares of Common Stock or other securities of the Corporation or scrip representing fractional shares shall be issued upon any conversion of shares of Series H Preferred. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the fair market value of a share of Common Stock or other securities of the Corporation as determined in good faith by the Board of Directors, or round-up to the next whole number of shares, at the Corporation’s option.

12. Lost or Stolen Certificates. Upon receipt by the Corporation of evidence satisfactory to the Corporation of the loss, theft, destruction or mutilation of any Series H Preferred Certificates representing the shares of Series H Preferred, and, in the case of loss, theft or destruction, of any indemnification undertaking by the holder to the Corporation and, in the case of mutilation, upon surrender and cancellation of the Series H Preferred Certificates, the Corporation shall execute and deliver new Series H Preferred Certificates of like tenor and date; provided, however, that the Corporation shall not be obligated to re-issue Series H Preferred Certificates if the holder contemporaneously requests the Corporation to convert such shares of Series H Preferred Certificates into Common Stock or other securities of the Corporation.

13. Exclusion of Other Rights and Privileges. Except as may otherwise be required by law, the Series H Preferred shall not have any preferences or relative, participating, optional or other special rights, other than those specifically set forth in this Certificate of Designation (as such resolution may be amended from time to time pursuant to Section 11 hereof).



	MONEYONMOBILE, INC.

	By:	/s/ Harold Montgomery
		Harold Montgomery
		Chief Executive Officer


a.	Payment or declaration of any dividend on any shares of Common Stock or any classes or series of the Corporation’s capital stock issued subsequent to the Series H Preferred


b.	Purchase, redemption, or acquisition of any of its equity securities (including warrants and other rights to acquire equity securities) other than the repurchase of equity securities pursuant to existing agreements or pursuant to employee or consultant shares repurchase or similar agreements upon the happening of certain events, such as the termination of service with the Corporation.


d.	Creation, authorization or issuance of any additional shares of Series H Preferred.