SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

MoneyOnMobile, Inc.

(Name of Issuer)

Common Stock, par value $.001 per share

(Title of Class of Securities)

60937K206

(CUSIP Number)

Dirk Slob
S7 Finance B.V.
Tower A, Level 12

Strawinskylaan, 1209 1077XX

Amsterdam, The Netherlands

+31208081081

With a copy to:

Mara H. Rogers

Norton Rose Fulbright US LLP

1301 Avenue of the Americas

New York, New York 10019-6022

(212) 318-3000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 18, 2019

(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 § 240.13d-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). 

CUSIP No. 60937K206

(1)	Names of Reporting Persons S7 Finance B.V.
(2)	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  ¨
(3)	SEC Use Only
(4)	Source of Funds (See Instructions) 00
(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)  ¨
(6)	Citizenship or Place of Organization The Netherlands

Number of Shares Beneficially Owned by Each Reporting Person With	(7)	Sole Voting Power 0
	(8)	Shared Voting Power 35,583,000
	(9)	Sole Dispositive Power 0
	(10)	Shared Dispositive Power 35,583,000

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 35,583,0001
(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨
(13)	Percent of Class Represented by Amount in Row (11) 89.4%* (see Item 5)
(14)	Type of Reporting Person (See Instructions) HC

(1) Comprised of (i) a warrant convertible commencing on June 18, 2019 into 34,750,000 shares of Common Stock at an exercise price of $0.02158 per share and (ii) 833,000 shares of Common Stock issuable upon conversion of Series H Convertible Preferred Stock. Until July 19, 2019, conversion of the Series H Convertible Preferred Stock into shares of Common Stock was limited due to a 4.99% beneficial ownership limitation. Excludes 166,600 shares of Common Stock issuable upon exercise of a warrant at an exercise price of $10.00 per share due to a 4.99% beneficial ownership limitation in the warrant.

* The percentage calculation is based on 4,209,809 shares of Common Stock outstanding, as represented by the Issuer to be outstanding as of March 15, 2019 pursuant to the Securities Purchase Agreement referenced herein.

CUSIP No. 60937K206

(1)	Names of Reporting Persons JSC Siberia Airlines
(2)	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  ¨
(3)	SEC Use Only
(4)	Source of Funds (See Instructions) Not applicable
(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)  ¨
(6)	Citizenship or Place of Organization Russia

Number of Shares Beneficially Owned by Each Reporting Person With	(7)	Sole Voting Power 0
	(8)	Shared Voting Power 35,583,000
	(9)	Sole Dispositive Power 0
	(10)	Shared Dispositive Power 35,583,000

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 35,583,0001
(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨
(13)	Percent of Class Represented by Amount in Row (11) 89.4%* (see Item 5)
(14)	Type of Reporting Person (See Instructions) CO

(1) Comprised of (i) a warrant owned by S7 Finance B.V. convertible commencing on June 18, 2019 into 34,750,000 shares of Common Stock at an exercise price of $0.02158 per share and (ii) 833,000 shares of Common Stock issuable upon conversion of Series H Convertible Preferred Stock owned by S7 Finance B.V. Until July 19, 2019, conversion of the Series H Convertible Preferred Stock into shares of Common Stock was limited due to a 4.99% beneficial ownership limitation. Excludes 166,600 shares of Common Stock issuable upon exercise of a warrant owned by S7 Finance B.V. at an exercise price of $10.00 per share due to a 4.99% beneficial ownership limitation in the warrant.

* The percentage calculation is based on 4,209,809 shares of Common Stock outstanding, as represented by the Issuer to be outstanding as of March 15, 2019, pursuant to the Securities Purchase Agreement referenced herein.

CUSIP No. 60937K206

(1)	Names of Reporting Persons CJSC S7 Group
(2)	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  ¨
(3)	SEC Use Only
(4)	Source of Funds (See Instructions) Not applicable
(5)	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)  ¨
(6)	Citizenship or Place of Organization Russia

Number of Shares Beneficially Owned by Each Reporting Person With	(7)	Sole Voting Power 0
	(8)	Shared Voting Power 35,583,000
	(9)	Sole Dispositive Power 0
	(10)	Shared Dispositive Power 35,583,000

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 35,583,0001
(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨
(13)	Percent of Class Represented by Amount in Row (11) 89.4%* (see Item 5)
(14)	Type of Reporting Person (See Instructions) HC

(1) Comprised of (i) a warrant owned by S7 Finance B.V. convertible commencing on June 18, 2019 into 34,750,000 shares of Common Stock at an exercise price of $0.02158 per share and (ii) 833,000 shares of Common Stock issuable upon conversion of Series H Convertible Preferred Stock owned by S7 Finance B.V. Until July 19, 2019, conversion of the Series H Convertible Preferred Stock into shares of Common Stock was limited due to a 4.99% beneficial ownership limitation. Excludes 166,600 shares of Common Stock issuable upon exercise of a warrant owned by S7 Finance B.V. at an exercise price of $10.00 per share due to a 4.99% beneficial ownership limitation in the warrant.

* The percentage calculation is based on 4,209,809 shares of Common Stock outstanding, as represented to be outstanding as of March 15, 2019 by the Issuer pursuant to the Securities Purchase Agreement referenced herein.

Item 1. Security and Issuer.

This Schedule 13D relates to the shares of common stock, par value $.001 per share (“Common Stock”), of MoneyOnMobile, Inc., a Texas corporation (the “Issuer”), whose principal executive offices are located at 500 North Akord Street, Suite 2850, Dallas, Texas 78201.

Item 2. Identity and Background.

(a) This Schedule 13D is jointly filed by (i) S7 Finance B.V., a corporation organized under the laws of The Netherlands (“S7 Finance”), (ii) JSC Siberia Airlines, a Russian public joint stock company and the sole shareholder of S7 Finance (“Siberia Airlines”), and (iii) CJSC S7 Group, a Russian closed joint stock company and the sole shareholder of Siberia Airlines. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” The Reporting Persons have entered into a joint filing agreement, dated as of August 12, 2019, a copy of which is filed herewith as Exhibit 1.

(b) The principal office and business address of S7 Finance is Tower A, Level 12, Strawinskylaan 1209, 1077 XX Amsterdam, The Netherlands. The principal office and business address of Siberia Airlines is Mozzherina Prospect, Building 10, Office 201, 633104, Town of Ob, Novosibirsk Region, Russia. The principal office and business address of S7 Group is Room 1, area XVII, floor 2, 7 Petrovka Street, Moscow, Russia 107031.

( c ) The principal business of S7 Finance is financial holding company that invests in projects, finance instruments and facilities. The principal business of Siberia Airlines is passenger and cargo transportation services. The principal business of S7 Group is to serve as a parent holding company to its direct and indirect subsidiaries.

(d)-(e ) During the last five years, none of the Reporting Persons has, and to the best knowledge of the Reporting Persons none of the persons listed on Schedule 1, Schedule 2 or Schedule 3 attached hereto has, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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) None of the persons listed on Schedule 1, Schedule 2 and Schedule 3 are citizens of the United States. The citizenship of such persons is set forth on Schedule 1, Schedule 2 and Schedule 3 attached hereto.

Information regarding the executive officers and directors of the Reporting Persons is set forth on Schedule 1, Schedule 2 and Schedule 3 attached hereto, which Schedules are hereby incorporated by reference.

Item 3. Source and Amount of Funds or Other Consideration.

On March 18, 2019, S7 Finance purchased a senior secured note of the Issuer due March 18, 2021 in the aggregate principal amount of $750,000 (the “2019 Note”) and a five year warrant (the “2019 Warrant”) to purchase 34,750,000 shares of Common Stock at an exercise price of $0.02158 per share, for an aggregate purchase price of $750,000, pursuant to a securities purchase agreement (the “Securities Purchase Agreement”), dated as of March 15, 2019, by and among the Issuer, S7 Finance and certain other investors named therein. At the closing on March 18, 2017, S7 Finance paid $300,000 less $26,000 representing amounts previously advanced to the Issuer on January 22, 2019 and February 21, 2019. The 2019 Note provides for the remaining $450,000 of the purchase price to be funded over a period of five months following the closing as and when requested by the Issuer, subject to Board approval of the use of the funds and subject to the Issuer’s compliance with certain covenants and conditions specified in the Securities Purchase Agreement and the related transaction documents. As of the date of this Schedule 13D, all of S7 Finance's purchase price has been funded. The source of funding for the transaction was available cash on hand. The exercise price of the 2019 Warrant, if exercised, will be funded by S7 Finance out of its available cash on hand.

The 1,666 shares of Series H Convertible Preferred Stock (the "Series H Preferred Stock") which are currently convertible into 833,333 shares of Common Stock, and the five-year warrant (the “2018 Warrant”) to purchase 166,600 shares of Common Stock at an exercise price of $.50 owned by S7 Finance and disclosed in this Schedule 13D but excluded from the beneficial ownership calculation due to a 4.99% beneficial ownership limitation described elsewhere herein, were purchased by S7 Finance on February 7, 2018 for an aggregate purchase price of $4,998,000, pursuant to a subscription agreement entered into on January 31, 2018 between the Issuer and S7 Finance (the “Subscription Agreement”). The funds used by S7 Finance to purchase such preferred stock and warrants were derived from available cash on hand.

The foregoing description of the Securities Purchase Agreement and the Subscription Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Securities Purchase Agreement, the 2019 Note, the 2019 Warrant and the Subscription Agreement, which are filed hereto or incorporated by reference as Exhibit 2, Exhibit 3, Exhibit 4 and Exhibit 5, respectively, and are incorporated herein by reference.

Item 4. Purpose of Transaction.

The information set forth or incorporated in Item 3 and Item 6 hereof are incorporated in this Item 4 by reference.

The purpose of the acquisition of the 2019 Note and 2019 Warrant reported in this Schedule 13D which triggered the filing of this Schedule 13D, and which was supplemental to S7 Finance's $4,998,000 investment on February 7, 2018 of the Series H Preferred Stock and the 2018 Warrant, was to fund, influence and control the strategy and direction of the Issuer litigation and other proceedings previously disclosed by the Issuer in its filings with the Securities and Exchange Commission (the “SEC”), relating to the alleged unauthorized transfer by the Issuer’s subsidiary in India, My Mobile Payments Ltd. (“MMPL”), of 50.5% of the issued and outstanding voting shares of MMPL to LI Digital Payments Processing Limited (“LIDPPL”), a new entity established by certain Indian members of the MMPL Board and in which the Issuer has no ownership interest, and the alleged illegal and coerced resignations of all employees of MMPL and Digital Payment Processing Limited (“DPPL”), another India subsidiary of the Issuer, to become employees of LIDPPL (the “India Dispute Matters”). The Issuer is challenging these actions in India, UK and the United States in courts and/or arbitration and other proceedings with the primary purpose to overturn all actions made by the MMPL Board from August 1, 2018, including the return of MMPL and DPPL to subsidiaries of the Issuer and restoration of their operations.

The purchase of the 2019 Note and the 2019 Warrant was one of an issue of up to $1,200,000 of aggregate principal amount of senior secured notes due March 18, 2021 (the “Senior Notes”) and warrants (the “2019 Warrants”) representing the right to purchase up to 55,600,000 shares of Common Stock issued pursuant to the Securities Purchase Agreement. In connection with the Securities Purchase Agreement, the Issuer agreed to take all reasonable efforts to fix the size of the Board of Directors at five members and not to increase the size of the Board for as long as the Senior Notes are outstanding without the consent of holders of a majority in aggregate principal amount of the Senior Notes. Pursuant to the Securities Purchase Agreement S7 Finance has the right to appoint three members of the Issuer’s Board, with the remaining two members to be appointed by the Issuer’s shareholders. In addition, for so long as the Senior Notes are outstanding, the holders of a majority of the aggregate principal amount of the Senior Notes have the right to appoint one observer to participate in each meeting of the Board of Directors. The Securities Purchase Agreement also provides for the establishment of a special committee to review and supervise the conduct of litigation matters, comprised of up to three directors, of which a majority of the directors shall consist of directors designated by S7 Finance, if S7 Finance shall have designated directors. Additionally, pursuant to the Securities Purchase Agreement, the Issuer appointed for a period of two years Abeezar E. Faizullabhoy, a senior partner at Argus Partners, located in Mumbai, India, who has acted and continues to act as a legal advisor to S7 Finance, attorney-in-fact for and on behalf of the Issuer to perform and execute certain specified acts and deeds related to, arising out of or connected with current, pending and future matters and proceedings initiated/to be initiated in India or elsewhere arising out of or resulting from or connected in whole or in part with the India Dispute Matters.

In connection with the Securities Purchase Agreement, Harold Montgomery, the Chief Executive Officer and Chairman of the Board of the Issuer, agreed with S7 Finance that he would resign from his position as Chief Executive Officer of the Issuer if requested by the Board of Directors and, to evidence such agreement he delivered to S7 Finance, an executed undated resignation letter addressed to the Board of Directors providing for his resignation as Chief Executive Officer of the Issuer.

The Series H Preferred Stock and the 2018 Warrant acquired by S7 Finance on February 7, 2018 described elsewhere herein were acquired for investment purposes because the Reporting Persons believed the securities represented an attractive investment opportunity.

The foregoing description of the Securities Purchase Agreement, the Senior Notes and the 2019 Warrants and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full texts of the Securities Purchase Agreement, the Senior Notes and the 2019 Warrants, which are attached hereto as Exhibit 2, Exhibit 3, and Exhibit 4, respectively, and are incorporated herein by reference.

The Reporting Persons expect to evaluate on an ongoing basis the Issuer’s financial condition and prospects and their interest in, and intentions with respect to, the Issuer and their investment in the securities of the Issuer. This evaluation may be based on various factors, including but not limited to their ongoing assessment of developments with respect to the India Dispute Matters, the Issuer’s business and financial condition and results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s securities in particular, as well as the availability of other investment opportunities and/or other considerations. Accordingly, the Reporting Persons reserve the right to change their intentions and develop plans or proposals at any time, as they deem appropriate. The Reporting Persons may at any time and from time to time, in the open market, in privately negotiated transactions or otherwise, acquire additional securities of the Issuer, including additional shares of Common Stock, and dispose of all or a portion of the securities of the Issuer, including the Common Stock that the Reporting Persons may hereafter acquire through the exercise of the 2019 Warrant or the 2018 Warrant, or conversion of the Series H Convertible Preferred Stock. In addition, the Reporting Persons have engaged, and intend to continue to engage, in discussions with management and the Board of Directors of the Issuer, shareholders of the Issuer and other relevant parties concerning the India Dispute Matters and may engage in discussions with some or all of these parties as a result of developments with respect to the India Dispute Matters or concerning the composition of the Issuer’s board of directors and management, strategy, and future plans of the Issuer, including the possibility of exploring extraordinary corporate transactions, such as: a merger; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer’s business or corporate structure. As a result, the Reporting Persons may take positions with respect to and seek to influence the decision of the Board of Directors of the Issuer regarding the matters discussed above. Such suggestions or positions may include one or more plans or proposals that relate to or would result in any of the actions required to be reported herein. Such actions may involve one or more of the events referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.

Except as set forth herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.

Item 5. Interest in Securities of the Issuer.

(a) By virtue of the relationships described in Item 2(a) of this Schedule 13D, each of the Reporting Persons may be deemed to beneficially own 35,583,000 shares of Common Stock, representing approximately 89.4% of the outstanding shares of Common Stock, as calculated under Rule 13d-3 of the Securities Exchange Act of 1934, as amended. The percentage used herein is based on 4,209,809 shares of Common Stock outstanding which is the number of shares of Common Stock represented by the Issuer in the Securities Purchase Agreement to be issued and outstanding as of March 15, 2019. The shares of Common Stock beneficially owned by the Reporting Persons consist of (i) 34,750,000 shares of Common Stock issuable upon exercise of a warrant owned by S7 Finance at an exercise price of $0.02158 per share and (ii) 833,333 shares of Common Stock issuable upon conversion of 1,666 shares of Series H Preferred Stock owned by S7 Finance. The beneficial ownership calculation excludes 166,600 shares of Common Stock issuable upon exercise of a warrant owned by S7 Finance at an exercise price of $10.00 per share because such warrant contains a limitation preventing S7 Finance from exercising any portion of such warrant to the extent that upon exercise S7 Finance would beneficially own Common Stock in excess of 4.99% of the outstanding Common Stock immediately after giving effect to such issuance.

Until her death on March 31, 2019, Nataliya Fileva, a Russian citizen, owned 99.8681% of S7 Group and, therefore, as the ultimate controlling person of the Reporting Persons, may also have been deemed a beneficial owner of the same 35,583,000 shares of Common Stock owned by S7 Finance. As of the date hereof, the distribution of the property and assets of Ms. Fileva’s estate, including the shares she owned of S7 Group, is not complete. Accordingly, at the date hereof only the Reporting Persons are reported as beneficially owning the shares of Common Stock reported on this Schedule 13D.

(b) By virtue of the relationships described in Item 2(a) of this Schedule 13D, each of the Reporting Persons may be deemed to have shared voting power and shared dispositive power of the 35,583,000 shares of Common Stock subject to this Schedule 13D.

(c) No Reporting Person nor, to the knowledge of the Reporting Persons, any person named in Schedule 1, Schedule 2 or Schedule 3 to this Schedule 13D has effected any transactions in the shares of Common Stock during the past 60 days.

(d) No person other than the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported on this Schedule 13D.

(e) Not applicable.

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

The information contained in Item 3, Item 4 and Item 5 hereof is hereby incorporated by reference herein.

Private Placement of Senior Notes and 2019 Warrants

Senior Notes

The Senior Notes bear interest at the rate of twelve percent (12%) per annum, payable at maturity. The Senior Notes are secured by a security interest in substantially all the personal property of the Issuer, now existing and hereafter acquired, pursuant to a security agreement dated March 15, 2019 between the Issuer and S7 Finance, as collateral agent for the holders of all Senior Notes sold pursuant to the Securities Purchase Agreement. The Senior Notes rank senior to all outstanding and future indebtedness of the Issuer. The Senior Notes contain non-financial covenants which limit the Company and certain subsidiaries from creating or incurring certain indebtedness, incurring liens, repurchasing, repaying or amending debt that is contractually subordinated to the Senior Notes, paying dividends, issuing equity interests in the Issuer, entering into certain fundamental transactions and affiliate transactions, and settling any material claim, without the written consent of the holders of at least a majority of the aggregate principal amount of the Senior Notes. The Issuer’s obligations under the Senior Notes are subject to acceleration upon the occurrence of specified events of default.

2019 Warrants

The 2019 Warrants are exercisable for five years beginning three months after the date of issuance at an initial exercise price of $0.02158 per share, subject to adjustment. The 2019 Warrants are subject to earlier exercise in the event that the Issuer proposes to present any matter to the shareholders of the Issuer for their action or consideration or to take a record of the holders of its Common Stock for any purpose. The exercise price of the 2019 Warrants and the number of shares issuable upon exercise of the 2019 Warrants (the “Warrant Shares”) is subject to adjustment in the event of stock splits, stock dividends, combinations, reclassifications, mergers, consolidations, distributions of assets, sales or transfers of substantially all assets, share exchanges or similar events and (b) certain dilutive issuances of (i) common stock or (ii) common stock equivalents at an effective price per share that is lower than the then exercise price. The 2019 Warrants contain certain cashless exercise rights if there is not an effective registration statement available covering the resale of the Warrant Shares.

Piggyback Registration Rights

Pursuant to the Securities Purchase Agreement, the Issuer granted to S7 Finance and the other investors certain piggyback registration rights covering the Warrant Shares in the event that the Issuer determines to register any of its securities for its own account or for the account of other security holders which permits the inclusion of the Warrant Shares. The Issuer also agreed, if requested by the holders of a majority in interest of the 2019 Warrants, to enter into a registration rights agreement regarding the Warrant Shares evidencing such rights, in substantially the form as the registration rights agreement dated as of April 28, 2011, between the Issuer and HD Special Situations II, LP., as filed as Exhibit 4.1 to the Issuer’s 8-K filed on May 4, 2011.

Subordination and Standstill Agreement

As a condition to the initial closing of the Securities Purchase Agreement, certain significant creditors of the Issuer (Laird Cagan, Cagan McAfee Capital Partners, LLC, Cagan Capital LLC (the “Cagan Parties”), and Mark Houghton-Berry and Luscinus Investments Ltd. (the “MHB Parties”)) agreed to forbear on collection efforts on their debt and to be subordinated in right of payment and security to the holders of the Senior Notes, up to a maximum of $1,500,000, pursuant to a subordination and standstill agreement (the “Subordination and Standstill Agreement”) made as of March 15, 2019, by and among S7 Finance, in its capacity as agent for the holders of the Senior Notes, the Cagan Parties, the MHB Parties and the Issuer.

The foregoing description of the terms of the Senior Notes, 2019 Warrants and Securities Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to the full text of the Securities Purchase Agreement, the 2019 Note and 2019 Warrant, which are filed herewith as Exhibit 2, Exhibit 3 and Exhibit 4, respectively, and incorporated herein by reference.

Private Placement of Series H Convertible Preferred Stock and 2018 Warrant

Series H Preferred Stock

The Series H Preferred Stock is voluntarily convertible into shares of Common Stock of the Issuer at a conversion rate equal to the quotient determined by dividing (i) the stated value ($3,000) of the shares of Series H Preferred Stock to be converted and (ii) $6.00, subject to adjustment. The holders of the Series H Preferred Stock are entitled to vote together with all other classes and series of the stock of the Issuer as a single class on all actions to be taken by the stockholders of the Issuer, and are entitled to the number of votes equal to the number of shares of Common Stock into which the shares of Series H Preferred Stock held could be converted at the voluntary conversion price. Holders of Series H Preferred Stock are not be entitled to receive any dividends. Until July 19, 2019, conversion of the Series H Preferred Stock was limited due to a beneficial ownership limitation precluding conversions that would result in such holder’s beneficial ownership to exceed 4.99% of Common Stock outstanding. On July 19, 2019, the Issuer filed a Certificate of Amendment to the Certificate of Designation of Preferences, Rights and Limitations of Series H Preferred Stock in its jurisdiction of incorporation to remove the 4.99% beneficial ownership limitation applicable to its Series H Preferred Stock. Upon a voluntary or involuntary liquidation, dissolution, or winding-up of the Issuer, including a sale, merger, consolidation, reorganization or other transaction which results in change in control, subject to certain exceptions, the holders of Series H Preferred Stock are entitled to receive the greater of: (i) their pro-rata share in the Issuer 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 before any assets of the Issuer are paid out to the holders of Common Stock or any class of preferred stock designated subsequent to the issuance of the Series H Preferred.

2018 Warrant

The 2018 Warrant entitles S7 Finance to purchase up to 166,000 shares of Common Stock at an exercise price of $0.50 per share, subject to the limitations on exercise described below. The exercise price of the 2018 Warrant is subject to adjustment for stock splits, combinations or similar events. The 2018 Warrants may not be exercised, if after giving effect to the exercise, the holder of the 2018 Warrant would beneficially own in excess of 4.99% of the outstanding shares of Common Stock.

In connection with the purchase of Series H Preferred Stock and 2018 Warrant by S7 Finance, effective February 7, 2018, the Board of Directors of the Issuer elected Mr. Oleg Gordienko and Mr. Max V. Scherbakov as members of the Board. Mr. Gordienko serves as Investment Director at S7 Group and until June 28, 2019 Mr. Scherbakov served as a member of the Board of Directors of S7 Group. Mr. Gordienko and Mr. Scherbakov resigned from the Issuer's Board of Directors effective as of August 31, 2018.

The foregoing description of the terms of the Series H Preferred Stock, the Subscription Agreement and the 2018 Warrant does not purport to be complete and is subject to, and qualified in its entirety by reference to the full text of the Certificate of Designation of the Series H Preferred Stock, the Subscription Agreement and the Form of Warrant, which were filed as Exhibit 3.1, 99.1 and 99.2, respectively, of the Issuer’s Current Report on 8-K filed with the SEC on February 12, 2018, and incorporated herein by reference, and the Amendment to Certificate of Designation of Series H Preferred Stock, which was filed as Exhibit 3.1 of the Issuer's Current Report on 8-K filed with the SEC on July 16, 2019, and incorporated herein by reference.

Except for (i) the agreements described or incorporated by reference in this Schedule 13D and (ii) the Joint Filing Agreement attached as Exhibit 1 hereto, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise), among the Reporting Persons or, to the best knowledge of the Reporting Persons, any other person named in Schedule 1, Schedule 2, and Schedule 3 hereto, or between such persons and any other person, with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to Be Filed as Exhibits.

Exhibit 1	Joint Filing Agreement dated August 12, 2019 by the Reporting Persons.
Exhibit 2	Securities Purchase Agreement, dated as of March 15, 2019, by and among MoneyOnMobile, Inc. and the investors named therein.
Exhibit 3	Secured Promissory Note of MoneyOnMobile, Inc. in favor of S7 Finance B.V. dated March 18, 2019.
Exhibit 4	Warrant to Purchase Common Stock issuable to S7 Finance B.V. dated March 18, 2019.
Exhibit 5	Subscription Agreement, dated as of February  8, 2018, by and between MoneyOnMobile, Inc. and S7 Finance B.V. (incorporated by reference to Exhibit 99.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on February 12, 2018).
Exhibit 6	Certificate of Designation of Series H Preferred Stock (incorporated by reference to Exhibit 3.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on February 12, 2019)
Exhibit 7	Amendment to Certificate of Designation of Series H Preferred Stock (incorporated by reference to Exhibit 3.1 to the Issuer's Current Report on Form 8-K filed with the SEC on July 16, 2019).
Exhibit 8	Form of Warrant (incorporated by reference to Exhibit 99.2 to the Issuer’s Current Report on Form 8-K filed with the SEC on February 12, 2018.)
Exhibit 9	Power of Attorney for S7 Finance B.V. (incorporated by reference to Exhibit 24.1 to the Form 3 filed by the  Reporting Persons on August 12, 2019).
Exhibit 10	Power of Attorney for JSC Siberia Airlines (incorporated by reference to Exhibit 24.2 to the Form 3 filed by the  Reporting Persons on August 12, 2019).
Exhibit 11	Power of Attorney for CJSC S7 Group (incorporated by reference to Exhibit 24.3 to the Form 3 filed by the  Reporting Persons on August 12, 2019).

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.

Dated: August 12, 2019

S7 Finance B.V.		JSC Siberia Airlines
By:	/s/ Dirk Slob	By:	/s/ Dirk Slob
Name:  Dirk Slob		Name:  Dirk Slob
Title: Attorney-In-Fact		Title: Attorney-In-Fact
CJSC S7 Group
By:	/s/ Dirk Slob
Name:  Dirk Slob
Title: Attorney-In-Fact

Schedule 1

EXECUTIVE OFFICERS AND DIRECTORS OF

S7 FINANCE B.V.

The name, address, present principal occupation or employment, citizenship and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the directors of S7 Finance B.V. are set forth below. S7 Finance B.V. does not have any executive officers.

Name	Capacity in which Serves	Principal Occupation or Employment	Name, Principal Business and Address of Organization in which Principal Occupation is Conducted	Citizenship
Alla Krasnogirevia	Director A	Deputy Director for the communication with financial institutions	S7 Group Room 1, area XVII, floor 2 7 Petrovka Street Moscow, Russia	Russia Federation
Jan Hendrik Siemssen	Director B	Senior Vice President	Maples Group Maples Fiduciary Services (Netherlands B.V.) Tower A, Level 12 Strawinskylaan, 1209 1077XX, Amsterdam The Netherlands	Dutch
Dirk Slob	Director B	Vice President	Maples Group Maples Fiduciary Services (Netherlands B.V.) Tower A, Level 12 Strawinskylaan, 1209 1077XX, Amsterdam The Netherlands	Dutch

Schedule 2

EXECUTIVE OFFICERS AND DIRECTORS OF

JSC SIBERIA AIRLINES

The name, present principal occupation or employment, citizenship and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the executive officers and members of the Board of Directors of JSC Siberia Airlines are set forth below:

Name	Capacity in which Serves	Principal Occupation or Employment	Name, Principal Business and Address of Organization in which Principal Occupation Conducted	Citizenship
Vladimir Nikolaevich Obedkov	CEO	CEO	JSC “Siberia Airlines” 201 office, Prospekt Mozzherina 10,Ob,Novosibirskaya obl., Russia, 633104	Russian Federation
Anton Valentinovich Eremin	Member of the Board of the Directors	General Director	CJSC S7 Group, room 1, area XVII, floor 2, Petrovka street, 7  Moscow, Russia, 7107031	Russian Federation
Vladimir Vasilievich Perekrestov	Member of the Board of the Directors	General Director	«ENGINEERING» LLC,  9 building, territory airport Domodedovo, Domodedovo district, Moscow region, 142015	Russian Federation
Tatiana Sergueyevna Fileva	Member of the Board of the Directors	First Deputy General Director	CJSC S7 Group, room 1, area XVII, floor 2, Petrovka street, 7  Moscow, Russia, 7107031	Russian Federation
Evgenia Valerievna Savina	Member of the Board of the Directors	First Deputy General Director	CJSC S7 Group, room 1, area XVII, floor 2, Petrovka street, 7  Moscow, Russia, 7107031	Russian Federation
Tatiana Ivanovna Lomovtseva	Member of the Board of the Directors	General Counsel	CJSC S7 Group, room 1, area XVII, floor 2, Petrovka street, 7  Moscow, Russia, 7107031	Russian Federation
Vladislav Feliksovich Filev	Member of the Board of the Directors	Councilor to General Director	LLC “Globus”, 604 office, Prospekt Mozzherina 10 , Ob, Novosibirskaya obl., Russia, 633104	Russian Federation
Olesya Vladimirovna Mashkova	Member of the Board of the Directors	General Director	LLC «Amberfeldy Aviation Advisors» 313 office, Vozdvizhenka street, 10 Moscow, 125009	Russian Federation

Schedule 3

EXECUTIVE OFFICERS AND DIRECTORS OF

CJSC S7 GROUP

The name, present principal occupation or employment, citizenship and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the executive officers and members of the Board of Directors of CJSC S7 Group are set forth below:

Name	Capacity in which Serves	Principal Occupation or Employment	Name, Principal Business and Address of Organization in which Principal Occupation Conducted	Citizenship
Anton Valentinovich Eremin	CEO	CEO	CJSC “S7 Group” room 1, area XVII, floor 2, Petrovka street, 7, 107031, Moscow	Russian Federation
Vladislav Feliksovich Filev	Chairman, Member of the Board of the Directors	Counselor to the General Director	LLC “GloBus” 604 office, Prospekt Mozzherina 10,Ob,Novosibirskaya obl., Russia, 633104	Russian Federation
Tatiana Sergueyevna Fileva	Member of the Board of the Directors	First Deputy General Director	CJSC S7 Group, room 1, area XVII, floor 2, Petrovka street, 7 Moscow, Russia, 7107031	Russian Federation
Evgenia Valerievna Savina	Member of the Board of the Directors	First Deputy General Director	CJSC “S7 Group” room 1, area XVII, floor 2, Petrovka street, 7, 107031, Moscow	Russian Federation
Vladimir Nikolaevich Obedkov	Member of the Board of the Directors	General Director	JSC “Siberia Airlines” 201 office, Prospekt Mozzherina 10,Ob,Novosibirskaya obl., Russia, 633104	Russian Federation
Tatiana Ivanovna Lomovtseva	Member of the Board of the Directors	General Counsel	CJSC “S7 Group” room 1, area XVII, floor 2, Petrovka street, 7, 107031, Moscow	Russian Federation
Vadim Anatolievich Klebanov	Member of the Board of the Directors	General Director	LLC “GloBus”, 604 office, Prospekt Mozzherina 10,Ob,Novosibirskaya obl., Russia, 633104	Russian Federation
Vladimir Vasilievich Perekrestov	Member of the Board of the Directors	General Director	«ENGINEERING» LLC, 9 building, territory airport Domodedovo, Domodedovo district, Moscow region, 142015	Russian Federation
Maxim Sergeevich Pershin	Member of the Board of the Directors	Counselor to the General Director	CJSC “S7 Group” room 1, area XVII, floor 2, Petrovka street, 7, 107031, Moscow	Russian Federation

EX-99.1

Exhibit 1

JOINT FILING AGREEMENT

S7 Finance B.V., JSC Siberia Airlines and CJSC S7 Group (the “Filing Persons”), hereby agree to file jointly a Schedule 13D and any amendments thereto relating to the aggregate ownership by each of the Filing Persons of any voting equity security of a class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, as required by Rule 13d-1 and Rule 13d-2 promulgated under the Securities Exchange Act of 1934. Each of the Filing Persons agrees that the information set forth in such Schedule 13D and any amendments thereto with respect to such Filing Person will be true, complete and correct as of the date of such Schedule 13D or such amendment, to the best of such Filing Person’s knowledge and belief, after reasonable inquiry. Each of the Filing Persons makes no representations as to the accuracy or adequacy of the information set forth in the Schedule 13D or any amendments thereto with respect to any other Filing Person. Each of the Filing Persons shall promptly notify the other Filing Persons if any of the information set forth in the Schedule 13D or any amendments thereto shall become inaccurate in any material respect or if said person learns of information that would require an amendment to the Schedule 13D.

IN WITNESS WHEREOF, the undersigned have set their hands this 12th day of August, 2019.

S7 Finance B.V.		JSC Siberia Airlines
By:	/s/ Dirk Slob	By:	/s/ Dirk Slob
Name:  Dirk Slob		Name:  Dirk Slob
Title: Attorney-In-Fact		Title: Attorney-In-Fact
CJSC S7 Group
By:	/s/ Dirk Slob
Name:  Dirk Slob
Title: Attorney-In-Fact

EX-99.2

Exhibit 2

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 15, 2019, by and among MoneyOnMobile, Inc., a Texas corporation, with headquarters located at 500 North Akard Street, Suite 2850, Dallas, TX 75201 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

WHEREAS:

A.          The Company and each Buyer is executing and delivering this Agreement in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Regulations S, Regulation D or Section 4(a)(2) thereunder.

B.           The Company has authorized the issuance of senior notes of the Company, in substantially the form attached hereto as Exhibit A (the “Notes”), in an aggregate principal amount of Notes of up to $1,200,000, and Warrants, in substantially the form attached hereto as Exhibit B (the “Warrants”), representing the right to purchase up to an aggregate of 55,600,000 shares of Common Stock (as defined below) (the shares of Common Stock issuable upon exercise of the Warrants, collectively, the “Warrant Shares”).

C.           Each Buyer wishes to purchase, and the Company wishes to sell, at the First Closing or any Subsequent Closing (each as defined below), upon the terms and conditions stated in this Agreement, (i) that aggregate principal amount of Notes set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers attached hereto (which Notes issued to all Buyers at the Closing shall be no greater than $1,200,000 aggregate principal amount), and (ii) Warrants representing the right to purchase that number of shares of Common Stock set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers (which Warrants issued to all Buyers shall be exercisable for an aggregate maximum of 55,600,000 Warrant Shares).

D.           The Notes will rank senior to all outstanding and future indebtedness of the Company and its Subsidiaries (as defined below).

E.           The Notes, the Warrants and the Warrant Shares collectively are referred to herein as the “Securities”.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and each Buyer hereby agree as follows:

1.           PURCHASE AND SALE OF NOTES AND WARRANTS.

(a)          Purchase of Notes and Warrants at Closing. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, at the Closing, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, shall purchase from the Company, (x) a Note in the original principal amount as is set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers (which aggregate principal amount of Notes for all Buyers shall be no greater than $1,200,000) and (y) Warrants to acquire up to that number of Warrant Shares as is set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers (which Warrants for all Buyers shall be exercisable for an aggregate maximum of 55,600,000 Warrant Shares).

(b)          Closing. The date and time of the first closing of the purchase and sale of the Notes and the Warrants pursuant to Section 1(a) (the “First Closing”) shall be 10:00 a.m., New York City time, on the second business day after the date of this Agreement (or such other date and time as is mutually agreed to by the Company and each Buyer), subject to the satisfaction of the conditions set forth herein. The First Closing shall be held at the offices of Norton Rose Fulbright US LLP, 1301 Avenue of the Americas, New York, NY 10019. The Company may continue to offer and sell Securities and conduct additional closings (each, a “Subsequent Closing”) for the sale of such Securities after the First Closing and until the termination of the Offering. Unless earlier terminated, this Offering will continue until the 30^th day after the Closing Date of the First Closing. There may be more than one Subsequent Closing; provided, however, that the final Subsequent Closing shall take place no later than the 30^th day after the Closing Date of the First Closing. Notwithstanding the foregoing, no more than $1,200,000 in principal amount of Notes and Warrants to purchase no more than 55,600,000 Warrant Shares will be sold at the First Closing and all Subsequent Closings. As used in this Agreement, the term “Closing Date” shall mean such date on which the First Closing or any Subsequent Closing, respectively, actually occurs, unless otherwise specified or the context otherwise requires. In addition, as used in this Agreement, the term “Closing” shall have the respective meaning of the First Closing or any Subsequent Closing, as applicable.

(c)          Purchase Price. The aggregate purchase price for the Notes and the Warrants to be purchased by each Buyer at the Closing shall be the amount set forth opposite each Buyer’s name in column (5) of the Schedule of Buyers. Each Buyer shall pay $1,000 for each $1,000 of principal amount of Notes and related Warrants to be purchased by such Buyer at the Closing. The Buyers and the Company agree that the Notes and the Warrants constitute an “investment unit” for purposes of Section 1273(c)(2) of the Internal Revenue Code of 1986, as amended (the “Code”). The Buyers and the Company mutually agree that the allocation of the issue price of such investment unit between the Notes and the Warrants in accordance with Section 1273(c)(2) of the Code and Treasury Regulation Section 1.1273-2(h) shall be an aggregate amount allocated to the Warrants as agreed among the Buyers and the Company and the balance of the purchase price allocated to the Notes, and neither the Buyers nor the Company shall take any position inconsistent with such allocation in any tax return or in any judicial or administrative proceeding in respect of taxes. The Buyers and the Company mutually agree that of the aggregate proceeds from the sale of the Securities to the Buyers shall be used as set forth on Schedule 4(c) and of the aggregate proceeds from the sale of the Securities at the First Closing, (i) $400,000 shall be sent to the Company’s deposit account, and (ii) $600,000 shall be advanced to the Company upon request from time to time within five months after the Closing, subject to the conditions set forth in the Note, including approval of the requested amounts and proposed use thereof by the Board of Directors of the Company. To the extent Securities are sold at any Subsequent Closing, the Buyers participating in such Subsequent Closing shall advance the full principal amount of the Notes sold at such Subsequent Closing to the Company on the date of such Subsequent Closing.

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(d)          Form of Payment. On the Closing Date, (i) each Buyer shall pay its applicable purchase price to the Company for the Notes and the Warrants to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Company’s written wire instructions and (ii) the Company shall deliver to each Buyer the Notes (allocated in the principal amounts as such Buyer shall request) which such Buyer is then purchasing hereunder along with the Warrants (allocated in the amounts as such Buyer shall request) which such Buyer is purchasing hereunder, in each case duly executed on behalf of the Company and registered in the name of such Buyer or its designee.

2.           BUYER’S REPRESENTATIONS AND WARRANTIES. Each Buyer, severally and not jointly, represents and warrants with respect to only itself that, as of the date hereof and as of the Closing Date:

(a)          Organization; Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

(b)          Status of Buyer.

Non-U.S.-Person Buyers:

(i)        Such Buyer is not a U.S. Person (as defined in Rule 902 of Regulation S promulgated under the Securities Act) and is not acquiring the Securities for the account or benefit of any U.S. Person.

(ii)       Such Buyer is acquiring the Notes and Warrants from the Company and will acquire Warrant Shares issuable upon exercise of the Warrants for its own account, for investment purposes only and not with a view to the resale and distribution thereof, in whole or in part.

(iii)       Such Buyer acknowledges and agrees that hedging transactions involving the Notes and Warrants or the Warrant Shares may not be conducted unless conducted in compliance with law.

(iv)       Such Buyer acknowledges and agrees that, pursuant to the provisions of Regulation S, the Securities cannot be sold, assigned, transferred, conveyed, pledged or otherwise disposed of to any U.S. Person or within the United States of America or its territories or possessions for a period of six months from and after the Closing Date, unless such securities are registered for sale in the United States pursuant to an effective registration statement under the Securities Act or another exemption from such registration is available.

(v)       Such Buyer acknowledges that the Securities may only be sold offshore in compliance with Regulation S or pursuant to an effective registration statement under the Securities Act or another exemption from such registration, if available. In connection with any resale of the Securities pursuant to Regulation S, the Company will not register a transfer not made in accordance with Regulation S, pursuant to an effective registration statement under the Securities Act or in accordance with another exemption from the Securities Act.

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(vi)       Such Buyer has not acquired the Securities as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the Securities Act) in the United States in respect of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Securities; provided, however, that the Buyer may sell or otherwise dispose of the Securities pursuant to registration thereof under the Securities Act and any applicable state and provincial securities laws or under an exemption from such registration requirements.

U.S.-Person Buyers:

(viii)     Such Buyer is acquiring the Securities solely for such Buyer’s own account for investment purposes only and not with a view to or intent of resale or distribution thereof, in whole or in part. Such Buyer has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of the Securities and has no plans to enter into any such agreement or arrangement.

(ix)       Such Buyer is aware that an investment in the Securities is high risk, involving a number of very significant risks.

(x)       Such Buyer is able to bear the economic risk of such Buyer’s entire investment in the Securities and Buyer understands that the Securities cannot be readily sold, and Buyer has adequate means of providing for Buyer's current financial needs and possible personal contingencies without having to resort to the funds contemplated to be used for the purchase of the Securities.

(xi)       Such Buyer is an "accredited investor" as defined in SEC Rule 501(a) under Regulation D as follows:

___________ (INITIAL if applicable) Buyer’s net worth, or joint net worth with that person’s spouse, at the time of his purchase exceeds $1,000,000 excluding the person’s primary residence. Any indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of the date of Subscription Agreement, shall not be included as a liability. Indebtedness that is secured by the primary residence in excess of the estimated fair market value of the primary residence at the date of the Subscription Agreement must be included as a liability,

___________ (INITIAL if applicable) Buyer has an income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year,

___________ (INITIAL if applicable) Buyer is a corporation, partnership or other entity, not formed for the specific purpose of acquiring the Common Stock, with total assets in excess of $5,000,000,

___________ (INITIAL if applicable) Buyer is an entity in which all of the equity owners are accredited investors;

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and such Buyer acknowledges that the Company may need to verify an investor’s status as an “accredited investor” by obtaining certain tax and financial information and documentation. Such Buyer agrees to provide such information and documentation which may include filed Form 1040 (“U.S. Individual Income Tax Return”) for the two most recent tax years; Form W-2 (“Wage and Tax Statement”); and Form 1099 report of various types of income. To verify eligibility based on net worth, such information and documentation may include bank statements, brokerage statements, tax assessments and appraisal reports. In lieu of obtaining the foregoing income and net worth information and documentation, we may obtain written confirmation from an investor’s attorney, CPA, registered stock broker, investment adviser that such person or entity has taken reasonable steps to verify that the prospective investor is an “accredited investor” within the prior three (3) months and has determined that such purchaser is an “accredited investor”.

(c)          Reliance on Exemptions. Such Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Securities.

(d)          Information. Such Buyer and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities that have been requested by such Buyer. Such Buyer and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigations conducted by such Buyer or its advisors, if any, or its representatives shall modify, amend or affect such Buyer’s right to rely on the Company’s representations and warranties contained herein. Such Buyer understands that its investment in the Securities involves a high degree of risk. Such Buyer has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities.

(e)          No Governmental Review. Such Buyer understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

(f)           Transfer or Resale. Such Buyer understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) promulgated thereunder; and (iii) neither the Company nor any other Person (as defined below) is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

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(g)          Legends. Such Buyer understands that the certificates or other instruments representing the Notes and the Warrants and the stock certificates representing the Warrant Shares, except as set forth below, shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such stock certificates):

[NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED OTHER THAN (1) TO THE COMPANY, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND IN ACCORDANCE WITH ANY APPLICABLE LAWS OF ANY STATE OF THE UNITED STATES, (3) IN AN OFFSHORE TRANSACTION COMPLYING WITH REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144, IF APPLICABLE, UNDER THE SECURITIES ACT OR (5) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT BUT IS IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AND IN RELATION TO WHICH THE HOLDER HAS FURNISHED TO THE COMPANY AN OPINION TO SUCH EFFECT FROM COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY PRIOR TO SUCH OFFER, SALE, TRANSFER OR ASSIGNMENT.

Following a request by a Buyer, the legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of the Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at The Depository Trust Company (“DTC”), if, unless otherwise required by state securities laws, (i) such Securities are registered for resale under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that such sale, assignment or transfer of the Securities may be made without registration under the applicable requirements of the Securities Act, or (iii) the Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A without the need for current public information. The Company shall be responsible for the fees of its transfer agent and all DTC fees associated with such issuance.

(h)          Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer and shall constitute the legal, valid and binding obligations of such Buyer enforceable against such Buyer in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

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(i)           No Conflicts. The execution, delivery and performance by such Buyer of this Agreement and the consummation by such Buyer of the transactions contemplated hereby will not (i) result in a violation of the organizational documents of such Buyer, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such Buyer is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such Buyer, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Buyer to perform its obligations hereunder.

3.           REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to each of the Buyers that, as of the date hereof and as of the Closing Date:

(a)          Organization. The Company and each of its Subsidiaries (as defined below) is a company duly organized and validly existing under the laws of the jurisdiction in which it is organized and has the requisite corporate power and authority to carry on its business as it is now being conducted. The Company and each of its Subsidiaries is in good standing under the laws of the jurisdiction in which it is organized.

(b)         Due Authorization; Enforceability. The Company has all right, corporate power and authority to enter into, execute and deliver, and to perform its obligations under, this Agreement, the Notes, the Warrants, the Subordination and Standstill Agreement by and among the Company, S7 Finance B.V., as agent for the Buyers, and certain creditors of the Company (the “Subordination and Standstill Agreement”), the Security Agreement by and between the Company and S7 Finance B.V., as agent for the Buyers (the “Security Agreement”), and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the compliance by the Company with each of the provisions of the Transaction Documents (including the issuance of the Notes and the Warrants, and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants) are within the corporate power and authority of the Company and have been duly authorized by all requisite corporate and other action of the Company. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly and validly executed and delivered by the Company, and each constitutes, or when executed will constitute, a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with their respective terms, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally and for limitation imposed by general principles of equity, regardless of whether enforcement is sought at law or in equity and insofar as indemnification and contribution provisions may be limited by applicable law.

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(c)          Subsidiaries. The Company has no Subsidiaries except as set forth on the disclosure letter furnished to Buyers, which sets forth an organizational chart depicting each Subsidiary of the Company (and any Subsidiary of each Subsidiary of the Company), and the number and percentage of shares of outstanding capital stock or other equity or similar interest held by the Company or applicable Subsidiary. “Subsidiaries” means any Person (as defined below) in which the Company, directly or indirectly, (x) owns any of the outstanding capital stock or holds any equity or similar interest of such Person or (y) controls or operates all or any part of the business, operations or administration of such Person, and each of the foregoing, is individually referred to herein as a “Subsidiary”; provided, however, that for purposes of the representations and warranties of the Company in this Agreement the term “Subsidiary” shall expressly not include My Mobile Payments Ltd. (“MMPL”). For the avoidance of uncertainty, notwithstanding anything else to the contrary herein, the Company is UNABLE TO REPRESENT and DOES NOT MAKE ANY REPRESENTATIONS HEREIN regarding My Mobile Payments Ltd. due to the pending dispute in India. “Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

(d)          SEC Reports. The Company is UNABLE TO REPRESENT and DOES NOT REPRESENT that it has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”). THE COMPANY IS DELINQUENT IN ITS FILING OBLIGATIONS UNDER THE EXCHANGE ACT.

(e)           Issuance of Securities. The issuance of the Notes and the Warrants are duly authorized and, upon issuance, shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof. As of the Closing, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals or exceeds (the “Required Reserved Amount”) 100% of the maximum number of Warrant Shares issued and issuable pursuant to the Warrants, each as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination. Upon exercise of the Warrants in accordance with the Warrants, the Warrant Shares, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of each of the representations and warranties of the Buyers set forth in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the Securities Act. “Common Stock” means (i) the Company’s shares of Common Stock, par value $0.001 per share, and (ii) any capital stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.

(f)           No Conflicts or Violation; Consents and Approvals. Neither the execution, delivery or performance by the Company of this Agreement or the Transaction Documents, nor the consummation of the transactions contemplated hereby and thereby (including the issuance of the Notes and the Warrants, and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants) will:

(i)        conflict with, or result in a breach or a violation of, any provision of the organizational documents of the Company or (ii) constitute a breach, violation or default, or give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, under any (1) law applicable to or binding on the Company or (2) provision of any commitment to which the Company is a party, except in the case of clause (a)(ii)(1), such conflict, breach, violation or default would not result in a Material Adverse Change. “Material Adverse Change” means any material adverse change on the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) or prospects of the Company and its subsidiaries, taken as a whole; and

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(ii)       require the Company to make or obtain the consent, waiver, agreement, approval, permit or authorization of, or declaration, filing, notice or registration to or with, or assignment by, any governmental entity or any Person that is not a governmental entity (including any party to any commitment to which the Company is a party to), except in the case of clause (b), where the failure to obtain consent would not result in a Material Adverse Change.

(g)         Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Formation or the laws of the State of Texas which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.

(h)          Transactions With Affiliates and Employees.

(i)        None of the officers or directors of the Company and, to the knowledge of the Company, none of the employees of the Company is presently a party to any transaction with the Company or its subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess of $25,000 other than for: (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option, restricted stock or other compensation-related agreements under any equity plan of the Company.

(ii)        The Company has furnished to the Buyers a disclosure letter which contains true and correct information regarding (a) the total number of employees and consultants employed or engaged by the Company and its Subsidiaries as of January 31, 2019 and (b) the aggregate annual compensation of such employees and consultants.

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(i)           Equity Capitalization. The Company has furnished to the Buyers a disclosure letter which contains true and correct information regarding (i) the number of authorized and outstanding shares of capital stock of the Company; (ii) any preemptive rights or other similar rights or any liens or encumbrances suffered or permitted by the Company with respect to such shares of capital stock; (iii) any outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company or any of its Subsidiaries other than equity awards (including to employees and directors); (iv) any financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company or any of its Subsidiaries; (v) any agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the Securities Act; (vi) any outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) any securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (viii) any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of such information in the disclosure letter remains true and correct as of the date hereof. The Company has furnished or made available to the Buyers true, correct and complete copies of the Company’s Certificate of Formation, as amended and as in effect on the date hereof, including the Certificates of Designation thereto (the “Certificate of Formation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for shares of Common Stock and the material rights of the holders thereof in respect thereto.

(j)           Indebtedness and Other Contracts.

(i)       The Company has furnished to the Buyers a disclosure letter which contains true and correct information regarding (i) any outstanding Indebtedness (as defined below) of the Company and its Subsidiaries as of January 31, 2019, (ii) any outstanding trade payables of the Company and its Subsidiaries as of January 31, 2019, (iii) any contract, agreement or instrument to which the Company or any of its Subsidiaries is a party, the violation of which, or default under which, by the other party(ies) to such contract, agreement or instrument could reasonably be expected to result in a Material Adverse Effect, (iv) any violation of any term of or in default under any contract, agreement or instrument relating to any Indebtedness of the Company and its Subsidiaries, except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (v) any contract, agreement or instrument to which the Company or any of its Subsidiaries is a party relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect. Such information includes a detailed description of the material terms of any such outstanding Indebtedness of the Company and its Subsidiaries and all of such information in the disclosure letter remains true and correct as of the date hereof. For purposes of this Agreement: (x) “Indebtedness” of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as the deferred purchase price of property or services, including “capital leases” in accordance with United States generally accepted accounting principles (other than trade payables entered into in the ordinary course of business consistent with past practice), (C) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (F) all monetary obligations under any leasing or similar arrangement which, in connection with United States generally accepted accounting principles, consistently applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, and (H) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above; and (y) “Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto.

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(ii)       The Company has furnished to the Buyers a disclosure letter which contains true and correct information regarding any agreement, understanding, instrument, contract or proposed transaction to which the Company is a party or by which it is bound that involves the obligation of the Company or its stockholders, or the grant of rights to any Person, to elect, appoint or designate a director of the Company.

(k)          Subsidiary Investments. The Company has furnished to the Buyers a disclosure letter which contains true and correct information regarding all investments in, cash contributions or loans to, or amounts in excess of $25,000 paid or incurred for the benefit of, any Subsidiary of the Company located or operating in India or the India business operations, in each case in the past 24 months.

(l)           Private Placement. Assuming the accuracy of the Buyers’ representations and warranties set forth in Section 2(b), no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Buyers as contemplated hereby.

(m)         Ranking of Notes. No Indebtedness of the Company or any of its Subsidiaries is senior to or ranks pari passu with the Notes in right of payment, whether with respect of payment of redemptions, interest, damages or upon liquidation or dissolution or otherwise.

(n)         No Payment of Transfer Taxes. No transfer, documentary, stamp, sales, use and other taxes have been or will be required or imposed by reason of, the transfer of the Securities to the Buyers.

(o)          Office of Foreign Assets Control. Neither the Company or any of its Subsidiaries nor, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company or any of its Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department. “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 144 under the Securities Act.

(p)         Money Laundering. The Company and its Subsidiaries are in compliance with, and have not previously violated, the USA Patriot Act of 2001 and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, but not limited to, the laws, regulations and Executive Orders and sanctions programs administered by the U.S. Office of Foreign Assets Control, including, but not limited, to (i) Executive Order 13224 of September 23, 2001 entitled, “Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism” (66 Fed. Reg. 49079 (2001)); and (ii) any regulations contained in 31 CFR, Subtitle B, Chapter V.

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4.           COVENANTS AND OTHER AGREEMENTS.

(a)          Best Efforts. Each party shall use its best efforts timely to satisfy each of the covenants and the conditions to be satisfied by it as provided in Sections 6 and 7 of this Agreement.

(b)          Reporting Status. Until the date on which the Buyers shall have sold all of the Warrant Shares and none of the Notes or Warrants are outstanding (the “Reporting Period”), the Company shall use its reasonable efforts to file all reports required to be filed with the SEC pursuant to the 1934 Act, and without the written consent of the Required Warrant Holders (as defined below) the Company shall not terminate its status as an issuer required to file reports under the 1934 Act.

(c)          Use of Proceeds. The Company will use the proceeds from the sale of the Securities solely as set forth on Schedule 4(c).

(d)          Expenses. Except as otherwise set forth in the Transaction Documents, each party to this Agreement shall bear its own expenses in connection with the sale of the Securities to the Buyers.

(e)          Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the fourth Business Day after this Agreement has been executed, the Company shall file one or more Current Reports on Form 8-K describing the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents (including this Agreement, the form of Note and the form of the Warrant) as exhibits to such filing.

(f)          Additional Notes. So long as any Buyer beneficially owns any Notes, the Company will not issue any Notes other than as contemplated hereby and the Company shall not issue any other securities that would cause a breach or default under the Notes.

(g)          Corporate Existence. So long as any Buyer beneficially owns any Securities, the Company shall (i) maintain its corporate existence and (ii) not be party to any Fundamental Transaction (as defined in the Notes) unless the Company is in compliance with the applicable provisions governing Fundamental Transactions set forth in the Notes and the Warrants.

(h)          Reservation of Shares. So long as any Notes or Warrants remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than the Required Reserved Amount. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares.

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(i)           Conduct of Business. The business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance or regulation of any governmental entity, except where such violations would not result, either individually or in the aggregate, in a Material Adverse Effect. For the avoidance of doubt, the Company’s existing delinquency in filing SEC Reports shall not deemed to be such a violation for purposes of this Agreement.

(j)           Litigation. During the Reporting Period, the Company and its Subsidiaries shall not shall not threaten, commence, settle, compromise or offer to settle or compromise any material claim, complaint, demand, grievance, prosecution, action, appeal, petition, plea, charge, suit, litigation, arbitration, mediation, hearing, inquiry, investigation or similar legal, judicial, arbitral or administrative proceeding involving the Company or any of its Subsidiaries or their respective current or former management without the written consent of the Required Note Holders.

(k)          Piggyback Registration Rights. If at any time the Company has registered or has determined to register any of its securities for its own account or for the account of other security holders of the Company on any registration form (other than Form S-4 or S-8) which permits the inclusion of the Warrant Shares (a “Piggyback Registration”), the Company will give the Buyers written notice thereof promptly (but in no event less than 15 days prior to the anticipated filing date) and shall include in such registration all Warrant Shares requested to be included therein pursuant to the written request of one or more Buyers received within 10 days after delivery of the Company’s notice.  If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Buyers that in their reasonable opinion the number of Warrant Shares proposed to be included in such registration will jeopardize the success of the subject offering (including the offering price per share), the Company shall include in such registration:  (i) first, the number of shares of Common Stock that the Company proposes to sell; and (ii) second, the number of Warrant Shares requested to be included therein by the Buyers who have provided notice in accordance with this Section 4(k) pro rata among all such holders on the basis of the number of Warrant Shares requested to be included therein by all such Buyers or as such Buyers and the Company may otherwise agree. In addition, if requested in writing by the Required Warrant Holders, the Company and the Buyers shall enter into a registration rights agreement regarding the Warrant Shares in substantially the form as the registration rights agreement, dated as of April 28, 2011, between the Company and HD Special-Situations II, LP. as filed as exhibit 4.1 to the Company’s Form 8-K filed with the SEC on May 4, 2011.

(l)           Stock Splits. Until the Notes are no longer outstanding, the Company shall not effect any stock combination, reverse stock split or other similar transaction (or make any public announcement or disclosure with respect to any of the foregoing) without the prior written consent of the Required Note Holders.

(m)         Closing Documents. On or prior to fourteen (14) calendar days after the Closing Date, the Company agrees to deliver, or cause to be delivered, to each Buyer executed copies of the Transaction Documents, Securities and any other documents required to be delivered to any party pursuant to Section 7 hereof or otherwise.

(n)          Board of Directors and Board Representation. The Company agrees that it will take all reasonable action, effective at or promptly after the Closing, to fix the size of its Board of Directors at five (5) members. The Company agrees that it will not increase the size of its Board of Directors beyond five (5) members for as long as the Notes are outstanding without the consent of the Required Note Holders. S7 Finance B.V. shall have the right to appoint, and the Company shall promptly (but no later than three (3) days following written request from S7 Finance B.V.) appoint, three (3) members of the Company’s Board of Directors; and the remaining two (2) members shall be appointed by the Company’s stockholders. In addition, for so long as any Notes are outstanding, the Required Note Holders shall have the right to appoint one observer to participate (in person or electronically) in each meeting of the Company’s Board of Directors.

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(o)          Litigation Committee. Promptly following closing, the Company’s board of directors shall establish a special committee to review and supervise the conduct of litigation matters (the “Special Litigation Committee”), which Special Litigation Committee shall be comprised of up to three (3) directors, of which a majority of the directors shall consist of directors designated by S7 Finance B.V., if S7 Finance B.V. shall have designated directors. The Company shall engage, retain or issue a power of attorney to Mr. Abeezar E Faizullabhoy of Argus Partners, Mumbai, India (or one or more other representatives or consultants acceptable to S7 Finance B.V.) (each, a “Litigation Coordinator”) who shall be granted full authority and be empowered, as permitted by law, to negotiate on behalf of the Company in respect of the Company’s court, litigation, arbitration, enforcement, mediation and/or settlement matters, including the Company’s dispute with MMPL and its related shareholders and companies. The Litigation Coordinator shall participate in all discussions and negotiations (whether in person or by telephone) involving such matters, including strategy discussions and settlement negotiations, and shall be furnished copies of all correspondence by and between the Company and counsel of the Company regarding such litigation/dispute matters. The Litigation Coordinator shall be subject to supervision by, and shall report to, the Special Litigation Committee, and any final settlement offers shall be subject to approval by the Special Litigation Committee.

(p)          Legal Counsel. The Company shall take reasonable steps to hire an internal legal counsel (or Senior Litigation Officer or equivalent), whose candidacy shall be approved by the Company’s board of directors, and such person will be responsible for providing reports to the Company’s board of directors upon request, subject to the reasonable terms of the engagement of such counsel.

(q)         Amendment to Series H Preferred Stock. The Company shall, within 10 days of the Closing, have delivered to such Buyer an amendment or restatement of the Certificates of Designation of Series H Preferred Stock held by S7 Finance B.V. to permit the holder to increase or decrease the 4.99% ownership limitation applicable to its shares of Preferred Stock by providing not less than 61 days’ prior written notice to the Company.

(r)           Sale of Additional Notes and Additional Warrants. Within 30 days after the First Closing, and subject to the final sentence of this paragraph, the Company may sell additional Notes and Warrants on the same economic terms as the Notes and Warrants sold to the Buyers at the First Closing (including, for the avoidance of doubt, maturity date of the Notes, and except that the amount of the loan represented by any such additional Note shall be fully funded on the date of issuance of such additional Note and the Buyer thereof shall have no ongoing commitment to fund under such additional Note) and in accordance with all applicable securities laws. Such sales of additional Notes and Warrants shall not cause the amount of Securities to be sold at all Closings to exceed $1,200,000 in aggregate principal amount of Notes sold hereunder, and not to exceed Warrants representing the right to purchase aggregate maximum of 55,600,000 Warrant Shares.

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(s)          Authorization to File. The Company and each Buyer hereby authorizes the Agent and/or its counsel to file UCC financing statements without notice to the Company, with all appropriate jurisdictions, as the Agent deems appropriate, in order to further perfect or protect the Agent’s interest in the Collateral (for the ratable benefit of the Secured Parties (as defined in the Security Agreement)), including a notice that any disposition of the Collateral, by either the Company or any other Person, shall be deemed to violate the rights of the Agent under the Uniform Commercial Code.

5.            REGISTER; TRANSFER AGENT INSTRUCTIONS.

(a)          Register. The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to each holder of Securities), a register for the Notes and the Warrants in which the Company shall record the name and address of the Person in whose name the Notes and the Warrants have been issued (including the name and address of each transferee), the principal amount of Notes held by such Person, and the number of Warrant Shares issuable upon exercise of the Warrants held by such Person. The Company shall keep the register open and available at all times during business hours for inspection of any Buyer or its legal representatives.

(b)          Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent (the “Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at DTC, registered in the name of each Buyer or its respective nominee(s), for the Warrant Shares upon exercise of the Warrants in such amounts as specified from time to time by each Buyer to the Company upon exercise of the Warrants. If a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(f), the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment or transfer involves the Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or pursuant to Rule 144, the transfer agent shall issue such Securities to the Buyer, assignee or transferee, as the case may be, without any restrictive legend. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue any requisite legal opinion referred to in the Transfer Agent Instructions to the Company’s transfer agent. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.

6.           CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL.

The obligation of the Company hereunder to issue and sell the Notes and the related Warrants to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:

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(i)        Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company.

(ii)       Such Buyer shall have delivered the purchase price contemplated by Section 1(c) hereof for the Notes and the related Warrants being purchased by such Buyer at the Closing pursuant to Section 1(d) hereof by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company.

(iii)       The representations and warranties of such Buyer shall be true and correct as of the date when made and in all material respects (except for such representation and warranties qualified by material, which shall be true and correct in all respects) as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to the Closing Date.

7.           CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE.

The obligation of each Buyer hereunder to purchase the Notes and the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof:

(i)        The Company shall have duly executed and delivered to such Buyer each of the following documents to which it is a party: (A) each of the Transaction Documents, (B) the Notes (allocated in such principal amounts as such Buyer shall request), being purchased by such Buyer at the Closing pursuant to this Agreement and (C) the related Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement.

(ii)       The Company shall have delivered to such Buyer a copy of the Subordination and Standstill Agreement with certain creditors of the Company for borrowed money (relating to forbearance of principal and interest payments until the Notes shall have been paid in full) in a form reasonably acceptable to such Buyer.

(iii)       The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of the Closing Date.

(iv)       The Company shall have delivered to such Buyer a written consent or certified resolutions consistent with Section 3(b) and Section 3(g) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer.

(v)       The representations and warranties of the Company shall be true and correct as of the date when made and in all material respects (except for such representation and warranties qualified by material or Material Adverse Effect, which shall be true and correct in all respects) as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer and Chief Financial Offer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer.

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(vi)      The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities.

(vii)      No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or other governmental entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

(viii)     Such Buyer shall have received a letter on the letterhead of the Company, duly executed by the Chief Executive Officer of the Company, setting forth the wire transfer instructions of the Company.

(ix)      The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

8.            TERMINATION. In the event that the Closing shall not have occurred with respect to a Buyer on or before five (5) Business Days from the date hereof due to the Company’s or such Buyer’s failure to satisfy the conditions set forth in Sections 6 and 7 above (and the nonbreaching party’s failure to waive such unsatisfied condition(s)), the nonbreaching party shall have the option to terminate this Agreement with respect to such breaching party at the close of business on such date by delivering a written notice to that effect to each other party to this Agreement and without liability of any party to any other party. Nothing contained in this Section 8 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents.

9.           AGENT

(a)          Appointments and Authority. Each Buyer hereby irrevocably appoints S7 Finance B.V. to act on its behalf as the collateral agent under the Security Agreement and the senior agent under the Subordination and Standstill Agreement (in such capacities, the “Agent”) and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens (as defined in the Notes) to secure any of the Obligations (as defined in the Security Agreement) on Collateral (as defined in the Security Agreement) granted by the Company to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agent and the Buyers. The Company shall have no rights as a third party beneficiary of any of the provisions of this Article. The use of the term “agent” or any similar or equivalent term in connection with the appointment of the Agent hereunder is not intended to imply any fiduciary or other duties arising under legal principles governing agency relationships, and such appointment and all rights and duties of the Agent hereunder shall be ministerial and administrative in nature.

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(b)          Rights As a Buyer. The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Buyer as any other Buyer. Accordingly, the Agent, in its capacity as a Buyer, may exercise all rights and powers of a Buyer as though it were not the Agent, and the term Buyer or Buyers shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may lend money to, own securities of, act in any advisory capacity for and generally engage in any kind of business with the Company or other Affiliate thereof, all as if such Person were not the Agent hereunder and without any duty to account therefor to the Buyers.

(c)          Exculpatory Provisions. The Agent shall not have any duties or obligations except those expressly set forth herein and in the other Transaction Documents, which shall be ministerial and administrative in nature. Without limiting the generality of the foregoing, the Agent:

(i)        shall not be subject to any fiduciary or other implied duties, regardless of whether a default or an Event of Default (as defined in the Notes) has occurred and is continuing;

(ii)       shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Transaction Documents that the Agent is required to exercise as directed in writing by the Required Note Holders (or such other number or percentage of the Buyers as shall be expressly provided for herein or in the other Transaction Documents); provided that, the Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Agent to liability or that is contrary to any Transaction Document or applicable law; and

(iii)       shall not, except as expressly set forth herein and in the other Transaction Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its Affiliates that is communicated to or obtained by the Person serving as the Agent or any of its Affiliates in any capacity.

The Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Note Holders (or such other number or percentage of the Buyers as shall be necessary, or as the Agent shall believe in good faith shall be necessary, under the circumstances as provided in the Transaction Documents) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a final and non-appealable judgment of a court of competent jurisdiction.

The Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Transaction Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Transaction Document or any other agreement, instrument or document or the creation, perfection or priority of any Lien purported to be created by the Security Agreement executed and delivered by the Company to the Agent granting a Lien to secure any of the Obligations, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth herein.

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(d)          Reliance By Agent. The Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. The Agent may consult with legal counsel (who may be counsel for the Company), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

(e)          Resignation of Agent.

(i)        The Agent may at any time give notice of its resignation to the Buyers and the Company. Upon receipt of any such notice of resignation, the Required Note Holders shall have the right to appoint a successor Agent. If no such successor shall have been so appointed by the Required Note Holders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, or by such earlier date as agreed by the Required Note Holders (the “Agent Resignation Date”), then the retiring Agent may, but shall not be obligated to, on behalf of the Buyers, appoint a successor Agent. Regardless of whether a qualifying Person has accepted such appointment, such resignation shall nonetheless become effective in accordance with such notice on the Agent Resignation Date.

(ii)       With effect from the Agent Resignation Date (i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Transaction Documents (except that in the case of any Collateral held by the Agent on behalf of the Buyers under any of the Transaction Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (ii) except for any indemnity payments owing to the retiring Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Buyer directly, until such time, if any, as the Required Note Holders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent (except with respect to indemnity payments owed to the retiring Agent), and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Transaction Documents. After the retiring Agent’s resignation hereunder and under the other Transaction Documents, the provisions of this Article shall continue in effect for the benefit of such retiring Agent and its respective Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent hereunder.

(f)           Indemnification by the Buyers. The Buyers agree to indemnify the Agent (to the extent the Agent is not reimbursed by the Company and without limiting the obligations of the Company hereunder or under any of the other Transaction Documents), ratably on a pro rata basis based on the principal amount outstanding under the Notes from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any other Transaction Document or any action taken or omitted by the Agent in connection therewith; provided, however, that no Buyer shall be liable to the extent it is finally judicially determined that such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements arose primarily from the Agent’s gross negligence or willful misconduct as determined by a final and non-appealable judgment of a court of competent jurisdiction.

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(g)          Non-Reliance on Agent and Other Buyers. Each Buyer acknowledges that it has, independently and without reliance upon the Agent or any other Buyer or any of their Affiliates and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Buyer also acknowledges that it will, independently and without reliance upon the Agent or any other Buyer or any of their Affiliates and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Transaction Document or any related agreement or any document furnished hereunder or thereunder. The Agent shall not have any duty or responsibility to provide any Buyer with any other credit or other information concerning the affairs, financial condition or business of the Company that may come into the possession of the Agent.

(h)          Collateral Matters. The Buyers irrevocably authorize the Agent, at its option and in its discretion to release any Lien on any property granted to or held by the Agent under any Transaction Document (i) upon payment in full of all Obligations (other than contingent indemnification obligations), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Transaction Document, or (iii) if approved, authorized or ratified in writing by the Required Note Holders.

Upon request by the Agent at any time, the Required Note Holders shall confirm in writing the Agent’s authority to release or subordinate its interest in particular types or items of property.

10.         MISCELLANEOUS.

(a)          Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

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(b)         Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature.

(c)          Construction. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,” “include” and words of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,” “hereof” and words of like import refer to this entire Agreement instead of just the provision in which they are found. As used herein, “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

(d)          Severability; Maximum Payment Amounts. If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s). Notwithstanding anything to the contrary contained in this Agreement, or any other Transaction Document (and without implication that the following is required or applicable), it is the intention of the parties that in no event shall amounts and value paid by the Company and/or its Subsidiaries (as the case may be), or payable to or received by any of the Buyers, under the Transaction Documents (including any amounts that would be characterized as “interest” under applicable law) exceed amounts permitted under any applicable law. Accordingly, if any obligation to pay, payment made to any Buyer, or collection by any Buyer pursuant the Transaction Documents is finally judicially determined to be contrary to any such applicable law, such obligation to pay, payment or collection shall be deemed to have been made by mutual mistake of such Buyer, the Company and its Subsidiaries and such amount shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by the applicable law.

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(e)          Entire Agreement; Amendments. This Agreement and the other Transaction Documents supersede all other prior oral or written agreements between the Buyers, the Company, their affiliates and Persons acting on their behalf with respect to the matters discussed herein, and this Agreement, the other Transaction Documents and the instruments referenced herein and therein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor any Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the holders of at least a majority of the aggregate principal amount of the Notes (the “Required Note Holders”) and the holders of at least a majority of the aggregate number of Warrant Shares issued or issuable under the Warrants (the “Required Warrant Holders”). Any amendment or waiver effected in accordance with this Section 10(e) shall be binding upon each Buyer and holder of Securities and the Company. No such amendment shall be effective to the extent that it applies to less than all of the Buyers or holders of Securities. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the same consideration also is offered to all of the parties to the Transaction Documents, holders of Notes or holders of the Warrants, as the case may be. Without limiting the foregoing, the Company confirms that, except as set forth in this Agreement, no Buyer has made any commitment or promise or has any other obligation to provide any financing to the Company or otherwise. As a material inducement for each Buyer to enter into this Agreement, the Company expressly acknowledges and agrees that no due diligence or other investigation or inquiry conducted by a Buyer, any of its advisors or any of its representatives shall affect such Buyer’s right to rely on, or shall modify or qualify in any manner or be an exception to any of, the Company’s representations and warranties contained in this Agreement or any other Transaction Document.

(f)           Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party) or by electronic mail; or (iii) one Business Day after deposit with an overnight courier service, in each case properly addressed to the party to receive the same. The addresses, facsimile numbers and e-mail addresses for such communications shall be:

If to the Company:

MoneyOnMobile, Inc.

500 North Akard Street, Suite 2850

Dallas, TX 75201

Telephone:	214-758-8600
Attention:	Chief Executive Officer

With a copy (for informational purposes only) to:

Sichenzia Ross Ference LLP

1185 Avenue of the Americas, 37th Floor

New York, NY 10036]

Telephone:	(212) 930-9700
Facsimile:	(212) 930-9725
Attention:	Darrin M. Ocasio, Esq.
E-mail:	dmocasio@srf.law

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If to a Buyer, to its address, facsimile number and e-mail address set forth on the Schedule of Buyers, with copies (for informational purposes only) to such Buyer’s representatives, if any, as set forth on the Schedule of Buyers;

or to such other address, facsimile number and/or e-mail address and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine or e-mail containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively.

(g)          Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, including any purchasers of the Notes or the Warrants. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Required Note Holders, including by way of a Fundamental Transaction (unless the Company is in compliance with the applicable provisions governing Fundamental Transactions set forth in the Notes and the Warrants). A Buyer may assign some or all of its rights hereunder in connection with any transfer of any of its Securities without the consent of the Company, in which event such assignee shall be deemed to be a Buyer hereunder with respect to such assigned rights.

(h)          Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except that each Indemnitee shall have the right to enforce the obligations of the Company with respect to Section 10(k).

(i)           Survival. The representations, warranties, agreements and covenants shall survive the Closing. Each Buyer shall be responsible only for its own representations, warranties, agreements and covenants hereunder.

(j)           Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

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(k)          Indemnification. In consideration of each Buyer’s execution and delivery of the Transaction Documents and acquiring the Securities thereunder and in addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless each Buyer and each other holder of the Securities and all of their stockholders, partners, members, officers, directors, employees and direct or indirect investors and any of the foregoing Persons’ agents or other representatives (including those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby or (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company) and arising out of or resulting from (i) the execution, delivery, performance or enforcement of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, (iii) any disclosure made by such Buyer pursuant to Section 4(e), or (iv) the status of such Buyer or holder of the Securities as an investor in the Company pursuant to the transactions contemplated by the Transaction Documents. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law.

(l)           No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. No specific representation or warranty shall limit the generality or applicability of a more general representation or warranty. Each and every reference to share prices, shares of Common Stock and any other numbers in this Agreement that relate to the Common Stock shall be automatically adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions that occur with respect to the Common Stock after the date of this Agreement.

(m)         Remedies. Each Buyer and each holder of the Securities shall have all rights and remedies set forth in the Transaction Documents and all rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights which such holders have under any law. Any Person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. Furthermore, the Company recognizes that in the event that it fails to perform, observe, or discharge any or all of its obligations under the Transaction Documents, any remedy at law may prove to be inadequate relief to the Buyers. The Company therefore agrees that the Buyers shall be entitled to seek temporary and permanent injunctive relief in any such case without the necessity of proving actual damages and without posting a bond or other security. The remedies provided in this Agreement and the other Transaction Documents shall be cumulative and in addition to all other remedies available under this Agreement and the other Transaction Documents, at law or in equity (including a decree of specific performance and/or other injunctive relief).

(n)          Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents, whenever any Buyer exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then such Buyer may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.

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(o)          Payment Set Aside. To the extent that the Company makes a payment or payments to the Buyers hereunder or pursuant to any of the other Transaction Documents or the Buyers enforce or exercise their rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

(p)          Independent Nature of Buyers’ Obligations and Rights. The obligations of each Buyer under any Transaction Document are several and not joint with the obligations of any other Buyer, and no Buyer shall be responsible in any way for the performance of the obligations of any other Buyer under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Buyer pursuant hereto or thereto, shall be deemed to constitute the Buyers as, and the Company acknowledges that the Buyers do not so constitute, a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Buyers are in any way acting in concert or as a group, and the Company shall not assert any such claim with respect to such obligations or the transactions contemplated by the Transaction Documents and the Company acknowledges that the Buyers are not acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. The Company acknowledges and each Buyer confirms that it has independently participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Buyer shall be entitled to independently protect and enforce its rights, including the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other Buyer to be joined as an additional party in any proceeding for such purpose.

[Signature Page Follows]

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IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement to be duly executed as of the date first written above.

COMPANY:
MONEYONMOBILE, INC.
By:	/s/ Harold Montgomery
	Name: Harold Montgomery
	Title: CEO

[Signature Page to Securities Purchase Agreement]

IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement to be duly executed as of the date first written above.

BUYERS:
S7 Finance B.V.
By:	/s/ Alla Krasnogirevia
	Name: Alla Krasnogirevia
	Title: Director A
By:	/s/ Dirk Slob
	Name: Dirk Slob
	Title: Director B

[Signature Page to Securities Purchase Agreement]

Luscinus Investments Limited
By:	/s/ Mark V. Houghton-Berry
	Name: Mark V. Houghton-Berry
	Title: Director

Tudor Capital (U.K.), L.P.
By:	/s/ Franck Matthews  /s/ Peter Boon
	Name: Franck Matthews    Peter Boon
	Title: Authorized Signatory

Tudor Proprietary Trading, L.L.C. EBT
By:	/s/ Franck Matthews  /s/ Peter Boon
	Name: Franck Matthews    Peter Boon
	Title: Authorized Signatory

[Signature Page to Securities Purchase Agreement]

EX-99.3

Exhibit 3

MoneyOnMobile, Inc.

SECURED PROMISSORY NOTE

Issuance Date:  March 18, 2019 Principal Amount: U.S. $750,000.00

FOR VALUE RECEIVED, MoneyOnMobile, Inc., a Texas corporation (the “Borrower”), hereby unconditionally promises to pay to the order of S7 Finance B.V. or its assigns (the “Noteholder,” and together with the Borrower, the “Parties”), the principal amount of Seven Hundred Fifty Thousand and 00/100 Dollars ($750,000.00), or so much thereof as may be advanced and outstanding hereunder (the “Loan”), together with all accrued interest thereon, as provided in this Secured Promissory Note. This Secured Promissory Note (including all Promissory Notes issued in exchange, transfer or replacement hereof, this “Note”) is one of an issue of up to $1,200,000 aggregate principal amount of Notes issued pursuant to or contemplated by the Securities Purchase Agreement (as defined below) (collectively, the “Notes” and such other Promissory Notes, the “Other Notes”).

This Note shall evidence advances made from time to time hereafter by Noteholder to the Borrower (each, an “Advance”) upon request of the Borrower (with each such request subject to the approval of the Borrower’s board of directors) against a line of credit to be made available to the Borrower in an aggregate amount not to exceed Seven Hundred Fifty Thousand and 00/100 Dollars ($750,000.00); provided, however, that no additional Advances shall be made after August 18, 2019; and provided, further, however, that any Advances under this Note and the Other Notes issued on the same Issuance Date hereof (collectively with this Note, the “First Closing Notes”) shall be requested by the Borrower and funded by the holders of the First Closing Notes on a pro rata basis based on their respective outstanding principal amounts.

Each request for an Advance shall be made by Borrower in writing to the holders of the First Closing Notes with at least three (3) Business Days prior notice of the requested funding date, and shall be accompanied by the proposed use of proceeds of each Advance in reasonable specificity, which shall be in accordance with the purposes set forth in the Securities Purchase Agreement. Each Advance shall be payable either directly to recipients set forth on the use of proceeds or to the Borrower for use as agreed, at the discretion of the Noteholder. Subject to the terms hereof, Advances shall be funded by the holders of First Closing Notes within three (3) Business Days of the date the Borrower’s request for such Advances were received by the Noteholder (unless the Noteholder notifies the Borrower in writing that such failure is the result of the Noteholder’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied).

Noteholder shall not be obligated to make any Advance hereunder if a Default or an Event of Default (as defined below) shall have occurred and be continuing under any of (i) this Note, (ii) the Security Agreement or any document or instrument now or hereafter evidencing, securing or guaranteeing this Note, or (iii) any other agreement under which the Borrower has obligations to Noteholder (including, without limitation, the Transaction Documents (as defined below)), including, without limitation, the failure to observe or perform any covenant, condition, or agreement contained in this Note or any other Transaction Document. Noteholder may condition any Advance hereunder upon receipt by Noteholder of evidence reasonably satisfactory to Noteholder that no such Default or Event of Default shall have occurred which is continuing. Amounts paid or prepaid under this Note may not be reborrowed.

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1.            Definitions. Capitalized terms used herein shall have the meanings set forth in this Section 1.

“Advance” has the meaning set forth in the second introductory paragraph above.

“Affiliate” means as to any Person, any other Person that, directly or indirectly through one or more intermediaries, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower from time to time concerning or relating to bribery or corruption, including the United States Foreign Corrupt Practices Act of 1977 and the rules and regulations promulgated thereunder.

“Applicable Rate” means the rate equal to 12.0%.

“Borrower” has the meaning set forth in the introductory paragraph.

“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

“Debt” of the Borrower, means all (a) indebtedness for borrowed money; (b) obligations for the deferred purchase price of property or services, except trade payables arising in the ordinary course of business; (c) obligations evidenced by notes, bonds, debentures, or other similar instruments; (d) obligations as lessee under capital leases; (e) obligations in respect of any interest rate swaps, currency exchange agreements, commodity swaps, caps, collar agreements, or similar arrangements entered into by the Borrower providing for protection against fluctuations in interest rates, currency exchange rates, or commodity prices, or the exchange of nominal interest obligations, either generally or under specific contingencies; (f) obligations under acceptance facilities and letters of credit; (g) guaranties, endorsements (other than for collection or deposit in the ordinary course of business), and other contingent obligations to purchase, to provide funds for payment, to supply funds to invest in any Person, or otherwise to assure a creditor against loss, in each case, in respect of indebtedness set out in clauses (a) through (f) of a Person other than the Borrower; and (h) indebtedness set out in clauses (a) through (g) of any Person other than Borrower secured by any lien on any asset of the Borrower, whether or not such indebtedness has been assumed by the Borrower.

“Default” means any of the events specified in Section 8 which constitute an Event of Default or which, upon the giving of notice, the lapse of time, or both, pursuant to Section 8, would, unless cured or waived, become an Event of Default.

“Default Rate” means, at any time, the Applicable Rate plus 2.0%.

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“Equity Interests” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership (or profit) interests in a Person (other than a corporation), securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person, and any and all warrants, rights or options to purchase any of the foregoing, whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are authorized or otherwise existing on any date of determination.

“Event of Default” has the meaning set forth in Section 8.

“Fundamental Transaction” means that (i) the Borrower or any of its Subsidiaries shall, directly or indirectly, in one or more related transactions, (1) consolidate or merge with or into (whether or not the Borrower or any of its Subsidiaries is the surviving corporation) any other Person, or (2) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its respective properties or assets to any other Person, or (3) allow any other Person to make a purchase, tender or exchange offer that is accepted by the holders of more than 50% of the outstanding shares of Voting Stock of the Borrower (not including any shares of Voting Stock of the Borrower held by the Person or Persons making or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange offer), or (4) consummate a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with any other Person whereby such other Person acquires more than 50% of the outstanding shares of Voting Stock of the Borrower (not including any shares of Voting Stock of the Borrower held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination), or (5) reorganize, recapitalize or reclassify the Common Stock (which shall not include a reverse stock split), or (ii) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations promulgated thereunder) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Voting Stock of the Borrower, other than pursuant to the Transaction Documents.

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time.

“Governmental Authority” means the government of any nation or any political subdivision thereof, whether at the national, state, territorial, provincial, municipal, or any other level, and any agency, authority, instrumentality, regulatory body, court, central bank, or other entity exercising executive, legislative, judicial, taxing, regulatory, or administrative powers or functions of, or pertaining to, government (including any supranational bodies, such as the European Union or the European Central Bank).

“Issuance Date” means the “Issuance Date” first written above.

“Law” as to any Person, means the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law (including common law), statute, ordinance, treaty, rule, regulation, order, decree, judgment, writ, injunction, settlement agreement, requirement or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

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“Lien” means any mortgage, pledge, hypothecation, encumbrance, lien (statutory or other), charge, or other security interest.

“Loan” has the meaning set forth in the introductory paragraph.

“Material Adverse Effect” means a material adverse effect on (a) the business, properties, assets, operations, results of operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries, taken as a whole; (b) the validity or enforceability of the Note or any other Transaction Document; (c) the perfection or priority of any Lien purported to be created under the Security Agreement; (d) the rights or remedies of the Noteholder hereunder or under any other Transaction Document to which the Noteholder is party; or (e) the Borrower’s ability to perform any of its material obligations hereunder or under any other Transaction Document.

“Maturity Date” means the earlier of (a) March 18, 2021 and (b) the date on which all amounts under this Note shall become due and payable pursuant to Section 9.

“Note” has the meaning set forth in the introductory paragraph.

“Noteholder” has the meaning set forth in the introductory paragraph.

“Order” as to any Person, means any order, decree, judgment, writ, injunction, settlement agreement, requirement, or determination of an arbitrator or a court or other Governmental Authority, in each case, applicable to or binding on such Person or any of its properties or to which such Person or any of its properties is subject.

“Parties” has the meaning set forth in the introductory paragraph.

“PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56, signed into law October 26, 2001).

“Permitted Indebtedness” means Debt (a) existing or arising under this Note or the Other Notes and any refinancing thereof; and (b) future Debt that is subordinated in payment and security to the Notes.

“Person” means any individual, corporation, limited liability company, trust, joint venture, association, company, limited or general partnership, unincorporated organization, Governmental Authority, or other entity.

“Required Noteholders” means the holders of Notes representing at least a majority of the aggregate principal amount of the Notes then outstanding.

“Securities Purchase Agreement” means that certain Securities Purchase Agreement dated as of March 15, 2019 by and among the Borrower and the investors listed on the Schedule of Buyers attached thereto, pursuant to which the Borrower issued the Notes and Warrants.

“Security Agreement” means the Security Agreement, dated as of the date hereof, by and between the Borrower and each holder of Notes, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

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“Subsidiaries” means any Person in which the Borrower, directly or indirectly, (x) owns any of the outstanding capital stock or holds any equity or similar interest of such Person or (y) controls or operates all or any part of the business, operations or administration of such Person, and each of the foregoing, is individually referred to herein as a “Subsidiary.” For purposes of this Note, Subsidiaries does not include My Mobile Payments Limited.

“Transaction Documents” means the Securities Purchase Agreement, the Notes, the Warrants, and the Security Agreement, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with their terms.

“Voting Stock” of a Person means capital stock of such Person of the class or classes pursuant to which the holders thereof have the general voting power to elect, or the general power to appoint, at least a majority of the board of directors, managers, trustees or other similar governing body of such Person (irrespective of whether or not at the time capital stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency).

“Warrants” has the meaning ascribed to such term in the Securities Purchase Agreement, and shall include all warrants issued in exchange therefor or replacement thereof.

2.           Payment Dates; Optional Prepayments.

2.1          Payment Dates. The aggregate unpaid principal amount of the Loan, all accrued and unpaid interest, and all other amounts payable under this Note shall be due and payable on the Maturity Date, unless otherwise provided in Section 9.

2.2          Optional Prepayments. The Borrower may prepay the Loan in whole or in part at any time or from time to time without penalty or premium by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. No prepaid amount may be reborrowed. Any prepayment under this Note must be made pro rata with all other Notes based on their respective outstanding principal amounts.

3.            Security Agreement. The Borrower’s performance of its obligations hereunder is secured by a first priority security interest in the collateral specified in the Security Agreement.

4.            Interest.

4.1           Interest Rate. Except as otherwise provided herein, the outstanding principal amount of the Loan made hereunder shall bear interest at the Applicable Rate from the date the Loan was made until the Loan is paid in full, whether at maturity, upon acceleration, by prepayment, or otherwise.

4.2          Interest Payment Date. Interest shall be payable in arrears to the Noteholder on the Maturity Date.

4.3          Default Interest. If any amount payable hereunder is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration, or otherwise, such overdue amount shall bear interest at the Default Rate from the date of such non-payment until such amount is paid in full.

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4.4          Computation of Interest. All computations of interest shall be made on the basis of 365 or 366 days, as the case may be and the actual number of days elapsed. Interest shall accrue on the Loan on the day on which it is made, and shall not accrue on the Loan for the day on which it is paid.

4.5          Interest Rate Limitation. If at any time and for any reason whatsoever, the interest rate payable on the Loan shall exceed the maximum rate of interest permitted to be charged by the Noteholder to the Borrower under applicable Law, such interest rate shall be reduced automatically to the maximum rate of interest permitted to be charged under applicable Law.

5.            Payment Mechanics.

5.1          Manner of Payments. All payments of interest and principal shall be made in lawful money of the United States of America no later than 12:00 PM on the date on which such payment is due by wire transfer of immediately available funds to the Noteholder’s account at a bank specified by the Noteholder in writing to the Borrower from time to time.

5.2          Application of Payments. All payments made hereunder shall be applied first to the payment of any fees or charges outstanding hereunder, second to accrued interest, and third to the payment of the principal amount outstanding under the Note.

5.3          Business Day Convention. Whenever any payment to be made hereunder shall be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension will be taken into account in calculating the amount of interest payable under this Note.

5.4          Evidence of Debt. The Noteholder is authorized to record on the grid attached hereto as Exhibit A each Advance made to the Borrower and each payment or prepayment of the Loan. The initial Advance of Three Hundred Thousand and 00/100 Dollars ($300,000.00) made by Noteholder to Borrower on the date of this Note is recorded on Exhibit A. Any subsequent entries made by the Noteholder shall, to the extent permitted by applicable Law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of the Noteholder to record such Advances, payments or prepayments, or any inaccuracy therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loan in accordance with the terms of this Note.

5.5          Rescission of Payments. If at any time any payment made by the Borrower under this Note is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, or reorganization of the Borrower or otherwise, the Borrower’s obligation to make such payment shall be reinstated as though such payment had not been made.

5.6          Rank. All payments due under this Note (a) shall rank pari passu with all Other Notes and (b) shall be senior to all other existing and future Debt of the Borrower.

6.           Affirmative Covenants. Until all amounts outstanding in this Note have been paid in full, the Borrower shall:

6.1          Maintenance of Existence. (a) Preserve, renew, and maintain in full force and effect its corporate or organizational existence and (b) take all reasonable action to maintain all rights, privileges, and franchises necessary or desirable in the normal conduct of its business, which business is currently to recover all or part of the Company’s business that is currently the subject of the dispute of the Company in India, except, in each case, where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

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6.2          Compliance. (a) Comply with (i) all of the terms and provisions of its organizational documents; and (ii) all Laws and Orders applicable to it and its business, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect and (b) maintain in effect and enforce policies and procedures reasonably designed to achieve compliance by the Borrower and its directors, officers, employees and agents with Anti-Corruption Laws.

6.3          Notice of Events of Default. As soon as possible and in any event within two 2 Business Days after it becomes aware that a Default or an Event of Default has occurred, notify the Noteholder in writing of the nature and extent of such Default or Event of Default and the action, if any, it has taken or proposes to take with respect to such Default or Event of Default.

6.4          Further Assurances. Promptly execute and deliver such further instruments and do or cause to be done such further acts as may be necessary or advisable to carry out the intent and purposes of this Note and the other Transaction Documents.

6.5          Financial and Other Information. Until the Notes have been paid in full:

(a)       To the extent available, the Borrower shall provide the Noteholder with consolidated annual financial statements of the Borrower for each fiscal year and consolidated quarterly financial statements of the Borrower for each fiscal quarter, as soon as they are available.

(b)       As soon as practicable, but in any event within 15 days after the end of each calendar month, the Borrower shall provide the Noteholder with a report, electronically or in writing, that includes (A) internally prepared consolidated financial statements of income, shareholders’ equity and cash flow of the Borrower for such calendar month and a balance sheet of the Borrower as of the end of such month (each prepared in accordance with GAAP, consistently applied during the period covered by such statements and in a form satisfactory to the Noteholder), setting forth in each case comparisons to budgets prepared by the Borrower and (B) such other financial or business information as the Noteholder may reasonably request, all in a format that is mutually agreeable to the Borrower and the Noteholder. The monthly statements shall be accompanied by (i) a certificate from the Borrower’s principal financial officer and principal executive officer, in a form reasonably acceptable to the Noteholder, certifying that (A) the Borrower is in compliance with each covenant set forth in the Transaction Documents that applies to it, (B) no Event of Default has occurred with respect to any of the Notes and (C) no event of default has occurred with respect to any indebtedness in favor of banks, other financial institutions or third party lenders, or if such is not the case, specifying such non-compliance, Event of Default or other event of default and the steps being taken to remedy same, and (ii) a description of any pending or, to the Borrower’s knowledge, threatened litigation or other legal action involving the Borrower or any of its subsidiaries.

(c)       Unless otherwise notified by the Noteholder, during each calendar month the Borrower shall hold at least two (2) review meetings (or teleconferences) with the Noteholder at a mutually agreeable place and time.

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(d)       At least 30 days prior to the commencement of each fiscal year the Borrower shall provide the Noteholder with a comprehensive annual budget, which shall include annual consolidated and consolidating budgets prepared on a monthly basis for the Borrower for such fiscal year (displaying anticipated statements of income, shareholders’ equity, changes in financial position and balance sheets and containing such internal narrative as is appropriate).

6.6          Other Borrower Information. Until the Notes have been paid in full, the Borrower shall promptly provide the Noteholder with any reports, management letters or other information that are created or received concerning significant aspects of its and/or any Subsidiary’s operations and financial affairs to the extent not otherwise provided to the Noteholder.

7.            Negative Covenants. Until all amounts outstanding under this Note have been paid in full, the Borrower shall not, and shall cause each of its Subsidiaries to not, without the prior written consent of the holders of at least a majority of the aggregate principal amount of the Notes:

7.1          Indebtedness. Create, incur, assume, permit to exist or otherwise become liable with respect to any Debt, other than Permitted Indebtedness.

7.2          Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests of any of its Subsidiaries) now owned or hereafter acquired by it or on any income or rights in respect of any thereof, except for (a) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings; (b) non-consensual Liens arising by operation of law, arising in the ordinary course of business, and for amounts which are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings; and (c) Liens created pursuant to the Security Agreement.

7.3          Line of Business. Enter into any business, directly or indirectly, except for those businesses in which the Borrower or its Subsidiaries is engaged on the date of this Note or that are reasonably related thereto.

7.4          Fundamental Transactions. Enter into or be party to a Fundamental Transaction.

7.5          Restricted Payments. Declare or pay any dividend on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Equity Interests of the Borrower or any of its Subsidiaries, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Borrower or any of its Subsidiaries.

7.6          Prepayments of Debt and Amendments of Debt Instruments.

(a)       Make or offer to make any optional or voluntary payment or prepayment on or redemption, defeasance or purchase of any amounts (whether principal or interest) payable under any Debt which is contractually subordinated in right of payment to the obligations of the Parties pursuant to the Transaction Documents; and

(b)       Amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to any of the terms of any Debt that is contractually subordinated to the obligations of the Parties pursuant to the Transaction Documents, other than any amendment, modification, waiver or other change which (i) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon; and (ii) does not involve the payment of a consent fee.

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7.7          Dispositions. Dispose of any of its property, whether now owned or hereafter acquired, or without the prior written consent of the holders of at least a majority of the aggregate principal amount of the Notes, issue or sell any Equity Interests of the Borrower or any of its Subsidiaries to any Person.

7.8          Transactions With Affiliates. Enter into or be a party to any transaction including any purchase, sale, lease or exchange of property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate.

8.            Events of Default. The occurrence and continuance of any of the following shall constitute an Event of Default hereunder:

8.1          Failure to Pay. The Borrower fails to pay any principal amount or interest of the Loan when due.

8.2          Breach of Representations and Warranties. Any representation or warranty made or deemed made by the Borrower to the Noteholder herein or in any other Transaction Document is incorrect in any material respect on the date as of which such representation or warranty was made or deemed made.

8.3          Breach of Covenants. The Borrower fails to observe or perform (a) any covenant, condition, or agreement contained in Section 6.3 or (b) any other covenant, obligation, condition, or agreement contained in this Note or any other Transaction Document, other than those specified in clause (a) and Section 8.1, and such default shall continue unremedied for a period of 30 days after the earlier of the date on which (x) any officer of the Borrower becomes aware of such failure or (y) written notice thereof shall have been given to the Borrower from any Noteholder.

8.4          Cross-Defaults. The Borrower fails to perform or observe any covenant, term, condition or agreement relating to any Debt (other than Debt arising under this Note) or contained in any instrument or agreement evidencing or relating thereto, or any other event occurs or condition exists, the effect of which failure or other event or condition is to cause, with the giving of notice, if required, such Debt to become due prior to its stated maturity (or in the case of any such Debt constituting a guarantee to become payable); or any such Debt is declared to be due and payable, or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption or as a mandatory prepayment), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the stated maturity thereof.

8.5          Bankruptcy.

(a)       the Borrower commences any case, proceeding, or other action (i) under any existing or future Law relating to bankruptcy, insolvency, reorganization, or other relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition, or other relief with respect to it or its debts or (ii) seeking appointment of a receiver, trustee, custodian, conservator, or other similar official for it or for all or any substantial part of its assets, or the Borrower makes a general assignment for the benefit of its creditors;

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(b)       there is commenced against the Borrower any case, proceeding, or other action of a nature referred to in Section 8.5(a) above which (i) results in the entry of an order for relief or any such adjudication or appointment or (ii) remains undismissed, undischarged, or unbonded for a period of 30 days;

(c)       there is commenced against the Borrower any case, proceeding, or other action seeking issuance of a warrant of attachment, execution, or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which has not been vacated, discharged, or stayed or bonded pending appeal within 30 days from the entry thereof;

(d)       the Borrower takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in Section 8.5(a), Section 8.5(b), or Section 8.5(c) above; or

(e)       the Borrower is generally not, or shall be unable to, or admits in writing its inability to, pay its debts as they become due.

8.6          Judgments. One or more judgments or decrees shall be entered against the Borrower or its Subsidiaries and such judgment(s) or decree(s) shall not have been vacated, discharged, or stayed or bonded pending appeal within 30 days from the entry thereof.

8.7          Fundamental Transactions. A Fundamental Transaction shall have occurred without the prior written consent of the holders of at least a majority of the aggregate principal amount of the Notes.

9.            Remedies. Upon the occurrence of any Event of Default and at any time thereafter during the continuance of such Event of Default, the Required Noteholders may, at their option, by written notice to the Borrower (a) declare the entire principal amount of this Note, together with all accrued interest thereon and all other amounts payable hereunder, immediately due and payable; and/or (b) exercise any or all of its rights, powers or remedies under any Transaction Document or applicable Law; provided, however, that if an Event of Default described in Section 8.5 shall occur, the principal of and accrued interest on the Loan shall become immediately due and payable without any notice, declaration, or other act on the part of the Noteholder.

10.          Miscellaneous.

10.1        Notices.

(a)       Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Note must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party) or by electronic mail; or (iii) one Business Day after deposit with an overnight courier service, in each case properly addressed to the party to receive the same. The addresses, facsimile numbers and e-mail addresses for such communications shall be:

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If to the Borrower:

MoneyOnMobile, Inc.

500 North Akard Street, Suite 2850

Dallas, TX 75201

Telephone:     214-758-8600

Attention:          Chief Executive Officer

If to the Noteholder:

S7 Finance B.V.

Tower A, Level 12

Strawinskylaan 1209

1077 XX Amsterdam

The Netherlands

Attention: Alla Krasnogirevia and Dirk Slob

E-mail: a.krasnogireva@s7.ru and Dirk.Slob@maples.com

with copies (for informational purposes only) to:

S7 Finance B.V.

Tower A, Level 12

Strawinskylaan 1209

1077 XX Amsterdam

The Netherlands

Telephone: +31 20 570 68 40

Facsimile: +31 20 808 0415

Attention: Ewa Jurczak

E-mail: Ewa.Jurczak@maples.com

and

Norton Rose Fulbright US LLP

1301 Avenue of the Americas

New York, NY 10019

Facsimile: (212) 318-3400

Attn: Mara H. Rogers, Esq.

or to such other address, facsimile number and/or e-mail address and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine or e-mail containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively.

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10.2        Governing Law; Jurisdiction; Jury Trial. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. The Borrower hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. The Borrower hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address it set forth on the signature page hereto and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein (shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude the Noteholder from bringing suit or taking other legal action against the Borrower in any other jurisdiction to collect on the Borrower's obligations to the Noteholder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Noteholder. EACH OF THE BORROWER AND, BY ITS ACCEPTANCE OF THIS NOTE, THE HOLDER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.

10.3        Counterparts; Integration; Effectiveness. This Note and the other Transaction Documents, and any amendments, waivers, consents, or supplements hereto and thereto may be executed in counterparts, each of which shall constitute an original, but all taken together shall constitute a single contract. This Note and the other Transaction Documents constitute the entire contract between the Parties with respect to the subject matter hereof and supersede all previous agreements and understandings, oral or written, with respect thereto. Delivery of an executed counterpart of a signature page to this Note or any other Transaction Document by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Note or the other Transaction Document, as applicable.

10.4        Successors and Assigns. This Note may be assigned or transferred by the Noteholder to any Person. The Borrower may not assign or transfer this Note or any of its rights hereunder without the prior written consent of the Noteholder. This Note shall inure to the benefit of, and be binding upon, the Parties and their permitted assigns.

10.5        Waiver of Notice. The Borrower hereby waives demand for payment, presentment for payment, protest, notice of payment, notice of dishonor, notice of nonpayment, notice of acceleration of maturity, and diligence in taking any action to collect sums owing hereunder.

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10.6        USA PATRIOT Act. The Noteholder hereby notifies the Borrower that pursuant to the requirements of the PATRIOT Act it is required to obtain, verify, and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow the Noteholder to identify the Borrower in accordance with the PATRIOT Act, and the Borrower agrees to provide such information from time to time to the Noteholder.

10.7        Interpretation. For purposes of this Note (a) the words “include,” “includes,” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Note as a whole. The definitions given for any defined terms in this Note shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. Unless the context otherwise requires, references herein: (x) to Schedules, Exhibits, and Sections mean the Schedules, Exhibits, and Sections of this Note; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Note shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

10.8        Vote to Issue, or Change the Terms of, Notes. The affirmative vote at a meeting duly called for such purpose or the written consent without a meeting of the Required Noteholders shall be required for any change or amendment or waiver of any provision to this Note or any of the Other Notes. Any change, amendment or waiver by the Borrower and the Required Noteholders shall be binding on the Noteholder of this Note and all holders of the Other Notes. No consideration shall be offered or paid to the Noteholder to amend or consent to a waiver or modification of any provision of this Note unless the same consideration is also offered to all of the holders of the Other Notes.

10.9         Headings. The headings of the various Sections and subsections herein are for reference only and shall not define, modify, expand, or limit any of the terms or provisions hereof.

10.10       Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note and any of the other Transaction Documents at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Noteholder's right to pursue actual damages for any failure by the Borrower to comply with the terms of this Note. The Borrower covenants to the Noteholder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the Noteholder and shall not, except as expressly provided herein, be subject to any other obligation of the Borrower (or the performance thereof). The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Noteholder and that the remedy at law for any such breach may be inadequate. The Borrower therefore agrees that, in the event of any such breach or threatened breach, the Noteholder shall be entitled, in addition to all other available remedies, to seek an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required.

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10.11       Severability. If any term or provision of this Note or any other Transaction Document is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Note or such other Transaction Document so long as this Note or such other Transaction Document as so modified continues to express, without material change, the original intentions of the Parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the Parties or the practical realization of the benefits that would otherwise be conferred upon the Parties. The Parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

[Signature Page Follows]

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IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed as of the Issuance Date set out above.

MONEYONMOBILE, INC.
By:	/s/ Harold Montgomery
	Name: Harold Montgomery
	Title: CEO

Signature Page

to Secured Promissory Note

in favor of S7 Finance B.V.

EXHIBIT A

Payments on the Loan

Date of Loan	Amount of Loan		Amount of Principal Paid		Unpaid Principal Amount of Note		Name of Person Making the Notation
Issuance Date1	$	300,000		–	$	300,000	N/A

¹ The advance on the Issuance Date includes credit for funds advanced to the Company in the amount of $13,000 and $13,000 on 1/22/2019 and 2/21/2019, respectively.

Exhibit A

to Secured Promissory Note

in favor of S7 Finance B.V.

EX-99.4

Exhibit 4

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED OTHER THAN (1) TO THE COMPANY, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND IN ACCORDANCE WITH ANY APPLICABLE LAWS OF ANY STATE OF THE UNITED STATES, (3) IN AN OFFSHORE TRANSACTION COMPLYING WITH REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144, IF APPLICABLE, UNDER THE SECURITIES ACT OR (5) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT BUT IS IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AND IN RELATION TO WHICH THE HOLDER HAS FURNISHED TO THE COMPANY AN OPINION TO SUCH EFFECT FROM COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY PRIOR TO SUCH OFFER, SALE, TRANSFER OR ASSIGNMENT. THE HOLDER HEREOF, BY ACCEPTANCE OF THIS WARRANT, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS A NON-U.S. PERSON, AND ACKNOWLEDGES THAT HEDGING TRANSACTIONS INVOLVING THIS WARRANT MAY NOT BE CONDUCTED UNLESS CONDUCTED IN COMPLIANCE WITH THE SECURITIES ACT.

MONEYONMOBILE, INC.

WARRANT TO PURCHASE COMMON STOCK

Warrant No.: 1

Number of Shares of Common Stock:

Date of Issuance: March 18, 2019 (“Issuance Date”)

MoneyOnMobile, Inc., a Texas corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, S7 Finance B.V., the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after June 18, 2019 (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), Thirty Four Million Seven Hundred Fifty Thousand (34,750,000) fully paid nonassessable shares of Common Stock, subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to purchase Common Stock (the “SPA Warrants”) issued pursuant to Section 1 of that certain Securities Purchase Agreement, dated as of March 15, 2019 (the “Subscription Date”), by and among the Company and the investors (the “Buyers”) referred to therein (the “Securities Purchase Agreement”). Capitalized terms used herein and not otherwise defined shall have the definitions ascribed to such terms in the Securities Purchase Agreement.

1.             EXERCISE OF WARRANT.

(a)          Mechanics of Exercise. Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder at any time or times on or after the Initial Exercisability Date, in whole or in part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash by wire transfer of immediately available funds or (B) if the provisions of Section 1(d) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the third (3rd) Trading Day following the date on which the Company has received the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise Notice (the “Share Delivery Date”) (provided that if the Aggregate Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit / Withdrawal At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any. Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company’s obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination.

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(b)          Early Exercisability. In the event that the Company proposes to (1) present any matter to the shareholders of the Company for their action or consideration at any meeting of shareholders of the Company (or by written consent of shareholders in lieu of meeting) or (2) take a record of the holders of its Common Stock for any purpose, then, and in each such case, the Company will send or cause to be sent to the Holder a notice specifying, as the case may be, (i) the matter to be presented to the shareholders of the Company, or (ii) the record date and corporate action to which such record date related. Such notice shall be sent at least ten (10) days prior to the proposed meeting date, the effective date of the shareholder action by written consent or the record date for the event specified in such notice. In such event, notwithstanding anything else herein to the contrary, this Warrant will become, at the option of the Holder, immediately exercisable.

(c)           Exercise Price. For purposes of this Warrant, “Exercise Price” means $0.02158, subject to adjustment as provided herein.

(d)          Cashless Exercise. Notwithstanding anything contained herein to the contrary, if the Registration Statement (as defined in the Registration Rights Agreement) covering the resale of the Warrant Shares that are the subject of the Exercise Notice is not available for the resale of such Warrant Shares, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”):

Net Number = (A x B) - (A x C)

D

For purposes of the foregoing formula:

A = the total number of shares with respect to which this Warrant is then being exercised.

B = the arithmetic average of the Closing Sale Prices of the Common Stock for the five (5) consecutive Trading Days ending on the date immediately preceding the date of the Exercise Notice.

C = the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.

D = as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(a) hereof, or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(a) hereof after the close of “regular trading hours” on such Trading Day.

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For purposes of Rule 144(d) promulgated under the 1933 Act, as in effect on the date hereof, it is intended that the Warrant Shares issued in a Cashless Exercise shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement.

(e)          Disputes. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and resolve such dispute in accordance with Section 12.

(f)           Insufficient Authorized Shares. If at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to 100% of the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all of this Warrant then outstanding (the “Required Reserve Amount” and the failure to have such sufficient number of authorized and unreserved shares of Common Stock, an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrant then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its shareholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each shareholder with a proxy statement and shall use its reasonable best efforts to solicit its shareholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the shareholders that they approve such proposal. Notwithstanding the foregoing, if any such time of an Authorized Share Failure, the Company is able to obtain the written consent of a majority of the shares of its issued and outstanding Common Stock to approve the increase in the number of authorized shares of Common Stock, the Company may satisfy this obligation by obtaining such consent and submitting for filing with the SEC an Information Statement on Schedule 14C.

2.            ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:

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(a)           Stock Dividends and Splits. Without limiting any provision of Section 2(b) or Section 4, if the Company, at any time on or after the Subscription Date, (i) pays a stock dividend on one or more classes of its then outstanding shares of Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its then outstanding shares of Common Stock into a larger number of shares or (iii) combines (by combination, reverse stock split or otherwise) one or more classes of its then outstanding shares of Common Stock into a smaller number of shares, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date of such subdivision or combination. If any event requiring an adjustment under this paragraph occurs during the period that an Exercise Price is calculated hereunder, then the calculation of such Exercise Price shall be adjusted appropriately to reflect such event.

(b)          Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Subscription Date, the Company issues or sells, or in accordance with this Section 2 is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock deemed to have been issued or sold by the Company in connection with any Excluded Securities for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b)), the following shall be applicable:

(i)          Issuance of Options. If the Company in any manner grants or sells any Options and the lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 2(b)(i), the “lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option minus (2) the sum of all amounts paid or payable to the holder of such Option (or any other Person) upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Option (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities.

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(ii)         Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities and the lowest price per share for which one share of Common Stock at any time is issuable upon the conversion, exercise or exchange thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 2(b)(ii), the “lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 2(b), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issue or sale.

(iii)        Change in Option Price or Rate of Conversion. If the purchase price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exercisable or exchangeable for shares of Common Stock increases or decreases at any time, the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price, which would have been in effect at such time had such Options or Convertible Securities provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 2(b)(iii), if the terms of any Option or Convertible Security that was outstanding as of the Subscription Date are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 2(b) shall be made if such adjustment would result in an increase of the Exercise Price then in effect.

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(iv)       Calculation of Consideration Received. If any Option and/or Convertible Security and/or Adjustment Right is issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”, and such Option and/or Convertible Security and/or Adjustment Right, the “Secondary Securities”), together comprising one integrated transaction, the aggregate consideration per share of Common Stock with respect to such Primary Security shall be deemed to be equal to the difference of (x) the lowest price per share for which one share of Common Stock was issued (or was deemed to be issued pursuant to Section 2(b)(i) or 2(b)(ii) above, as applicable) in such integrated transaction (or one or more transactions if such issuances or sales or deemed issuances or sales of securities of the Company either (A) have at least one investor or purchaser in common, (B) are consummated in reasonable proximity to each other and/or (C) are consummated under the same plan of financing) solely with respect to such Primary Security, minus (y) with respect to such Secondary Securities, the sum of (I) the Option Value of each such Option, if any, (II) the fair market value (as determined by the Holder) or the Option Value, as applicable, of such Adjustment Right, if any, and (III) the fair market value (as determined by the Holder) of such Convertible Security, if any, in each case, as determined on a per share basis in accordance with this Section 2(b)(iv). If any shares of Common Stock, Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor (for the purpose of determining the consideration paid for such Common Stock, Option or Convertible Security, but not for the purpose of the calculation of the Option Value) will be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common Stock, Options or Convertible Securities are issued or sold for a consideration other than cash, the amount of such consideration received by the Company (for the purpose of determining the consideration paid for such Common Stock, Option or Convertible Security, but not for the purpose of the calculation of the Option Value) will be the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities will be the arithmetic average of the Weighted Average Prices of such security for each of the five (5) Trading Days immediately preceding the date of receipt. If any shares of Common Stock, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor (for the purpose of determining the consideration paid for such Common Stock, Option or Convertible Security, but not for the purpose of the calculation of the Option Value) will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be. The fair value of any consideration other than cash or publicly traded securities will be determined jointly by the Company and the Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined within five (5) Business Days after the tenth (10th) day following the Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Holder. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company.

(v)        Record Date. If the Company takes a record of the holders of shares of Common Stock for the purpose of entitling them (A) to receive a dividend or other distribution payable in shares of Common Stock, Options or in Convertible Securities or (B) to subscribe for or purchase shares of Common Stock, Options or Convertible Securities, then such record date will be deemed to be the date of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution or the date of the granting of such right of subscription or purchase, as the case may be.

(vi)       No Readjustments. For the avoidance of doubt, in the event the Exercise Price has been adjusted pursuant to this Section 2(b) and the Dilutive Issuance that triggered such adjustment does not occur, is not consummated, is unwound or is cancelled after the facts for any reason whatsoever, in no event shall the Exercise Price be readjusted to the Exercise Price that would have been in effect if such Dilutive Issuance had not occurred or been consummated.

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(c)          Number of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to paragraph (a) of this Section 2, the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment (without regard to any limitations on exercise contained herein).

(d)          Holder’s Right of Alternative Exercise Price Following Issuance of Certain Options or Convertible Securities. In addition to and not in limitation of the other provisions of this Section 2, if the Company in any manner issues or sells or enters into any agreement to issue or sell, any Common Stock, Options or Convertible Securities (any such securities, “Variable Price Securities”) after the Subscription Date that are convertible into or exchangeable or exercisable for shares of Common Stock at a price which varies or may vary with the market price of the shares of Common Stock, including by way of one or more reset(s) to a fixed price, but exclusive of such formulations reflecting customary anti-dilution provisions (such as share splits, share combinations, share dividends and similar transactions) (each of the formulations for such variable price being herein referred to as, the “Variable Price”), the Company shall provide written notice thereof via facsimile and overnight courier to the Holder on the date of issuance of such Convertible Securities or Options. From and after the date the Company issues any such Convertible Securities or Options with a Variable Price, the Holder shall have the right, but not the obligation, in its sole discretion to substitute the Variable Price for the Exercise Price upon exercise of this Warrant by designating in the Exercise Notice delivered upon any exercise of this Warrant that solely for purposes of such exercise the Holder is relying on the Variable Price rather than the Exercise Price then in effect. The Holder’s election to rely on a Variable Price for a particular exercise of this Warrant shall not obligate the Holder to rely on a Variable Price for any future exercises of this Warrant.

(e)          Stock Combination Event Adjustment. If at any time and from time to time on or after the Issuance Date there occurs any stock split, stock dividend, stock combination recapitalization or other similar transaction involving the Common Stock (each, a “Stock Combination Event”) and the product of (i) the quotient determined by dividing (x) the Exercise Price in effect immediately prior to the Stock Combination Event by (y) the quotient determined by dividing (A) the sum of the Weighted Average Price of the Common Stock on each day of the fifteen (15) Trading Day period immediately prior to the Stock Combination Event, divided by (B) fifteen (15); and (ii) the quotient determined by dividing (x) the sum of the Weighted Average Price of the Common Stock on each day of the fifteen (15) Trading Day period immediately following the date of such Stock Combination Event, divided by (y) fifteen (15) (each, an “Event Market Price”) is less than the Exercise Price then in effect (after giving effect to the adjustment in clause (b) above), then on the sixteenth (16th) Trading Day immediately following such Stock Combination Event, the Exercise Price then in effect on such sixteenth (16th) Trading Day (after giving effect to the adjustment in clause (b) above) shall be reduced (but in no event increased) to the Event Market Price. For the avoidance of doubt, if the adjustment in the immediately preceding sentence would otherwise result in an increase in the Exercise Price hereunder, no adjustment shall be made.

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(f)           Other Events. In the event that the Company (or any Subsidiary (as defined in the Securities Purchase Agreement)) shall take any action to which the provisions hereof are not strictly applicable, or, if applicable, would not operate to protect the Holder from dilution or if any event occurs of the type contemplated by the provisions of this Section 2 but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features), then the Company’s board of directors shall in good faith determine and implement an appropriate adjustment in the Exercise Price and the number of Warrant Shares (if applicable) so as to protect the rights of the Holder, provided that no such adjustment pursuant to this Section 2(f) will increase the Exercise Price or decrease the number of Warrant Shares as otherwise determined pursuant to this Section 2, provided further that if the Holder does not accept such adjustments as appropriately protecting its interests hereunder against such dilution, then the Company’s board of directors and the Holder shall agree, in good faith, upon an independent investment bank of nationally recognized standing to make such appropriate adjustments, whose determination shall be final and binding and whose fees and expenses shall be borne by the Company.

(g)          Calculations. All calculations under this Section 2 shall be made by rounding to the nearest 1/100th of cent or the nearest share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Company, and the disposition of any such shares shall be considered an issuance or sale of Common Stock.

(h)          Voluntary Adjustment by Company. The Company may at any time during the term of this Warrant, with the prior written consent of the Holder, reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company.

(i)           Exercise Floor Price. Notwithstanding the foregoing provisions of this Section 2, no adjustment pursuant to Section 2 shall cause the Exercise Price to be less than $0.001 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction) (the “Exercise Floor Price”). For the avoidance of doubt, if a Dilutive Issuance would cause the Exercise Price to be lower than the Exercise Floor Price but for the immediately preceding sentence, then the Exercise Price shall be equal to the Exercise Floor Price.

3.             RIGHTS UPON DISTRIBUTION OF ASSETS. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property, options, evidence of indebtedness or any other assets by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution.

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4.             PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.

(a)          Purchase Rights. In addition to any adjustments pursuant to Section 2 above, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

(b)          Fundamental Transactions. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Successor Entity assumes in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 4(b) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements, if so requested by the Holder, to deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant, including, without limitation, which is exercisable for a corresponding number of shares of capital stock equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such adjustments to the number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and (ii) the Successor Entity (including its Parent Entity) is a publicly traded corporation whose common stock is quoted on or listed for trading on an Eligible Market (a “Public Company”). If the Successor Entity (or its Parent Entity) is a Public Company, upon the consummation of each Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of the applicable Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of each Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon exercise of this Warrant at any time after the consummation of the applicable Fundamental Transaction, in lieu of the shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 3 and 4(a) above, which shall continue to be receivable thereafter)) issuable upon the exercise of this Warrant prior to the applicable Fundamental Transaction, such shares of publicly traded common stock (or its equivalent) of the Successor Entity (including its Parent Entity) which the Holder would have been entitled to receive upon the happening of the applicable Fundamental Transaction had this Warrant been exercised immediately prior to the applicable Fundamental Transaction (without regard to any limitations on the exercise of this Warrant), as adjusted in accordance with the provisions of this Warrant. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 4(b) to permit the Fundamental Transaction without the assumption of this Warrant. In addition to and not in substitution for any other rights hereunder, prior to the consummation of each Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other assets with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make appropriate provision to insure that the Holder will thereafter have the right to receive upon an exercise of this Warrant at any time after the consummation of the applicable Fundamental Transaction but prior to the Expiration Date, in lieu of the shares of the shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 3 and 4(a) above, which shall continue to be receivable thereafter)) issuable upon the exercise of the Warrant prior to such Fundamental Transaction, such shares of Common Stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights) which the Holder would have been entitled to receive upon the happening of the applicable Fundamental Transaction had this Warrant been exercised immediately prior to the applicable Fundamental Transaction (without regard to any limitations on the exercise of this Warrant). Provision made pursuant to the preceding sentence shall be in a form and substance reasonably satisfactory to the Holder.

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(c)          Application. The provisions of this Section 4 shall apply similarly and equally to successive Fundamental Transactions and Corporate Events and shall be applied as if this Warrant (and any such subsequent warrants) were fully exercisable and without regard to any limitations on the exercise of this Warrant.

5.             NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Formation or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all of the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, so long as any of the SPA Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the exercise of the SPA Warrants, 100% of the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of the SPA Warrants then outstanding (without regard to any limitations on exercise).

6.             WARRANT HOLDER NOT DEEMED A SHAREHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 6, the Company shall provide the Holder with copies of the same notices and other information given to the shareholders of the Company generally, contemporaneously with the giving thereof to the shareholders.

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7.             REISSUANCE OF WARRANTS.

(a)          Transfer of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred.

(b)          Lost, Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company shall execute and deliver to the Holder a new Warrant (in accordance with Section 7(d)) representing the right to purchase the Warrant Shares then underlying this Warrant.

(c)          Exchangeable for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however, that no SPA Warrants for fractional Warrant Shares shall be given.

(d)          Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(a) or Section 7(c), the Warrant Shares designated by the Holder which, when added to the number of shares of Common Stock underlying the other new Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares then underlying this Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date, and (iv) shall have the same rights and conditions as this Warrant.

8.            NOTICES. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with Section 10(f) of the Securities Purchase Agreement. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant, including in reasonable detail a description of such action and the reason therefor. Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i) immediately upon each adjustment of the Exercise Price and the number of Warrant Shares, setting forth in reasonable detail, and certifying, the calculation of such adjustment(s) and (ii) at least ten (10) days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property to holders of shares of Common Stock, (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder or (D) prior to the consummation of any Fundamental Transaction. It is expressly understood and agreed that the time of execution specified by the Holder in each Exercise Notice shall be definitive and may not be disputed or challenged by the Company.

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9.            AMENDMENT AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant may be amended or waived and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the holders of a majority-in-interest of the SPA Warrants. The Holder shall be entitled, at its option, to the benefit of any amendment of (a) any other similar warrant issued under the Securities Purchase Agreement or (b) any other similar warrant. No consideration shall be offered or paid to the Holder to amend or consent to a waiver or modification of any provision of this Warrant unless the same consideration is also offered to all of the holders of the other SPA Warrants. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.

10.          GOVERNING LAW; JURISDICTION; JURY TRIAL. This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. The Company hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to the Company at the address set forth in Section 10(f) of the Securities Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to the Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.

11.          CONSTRUCTION; HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and all the Buyers and shall not be construed against any Person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or affect the interpretation of, this Warrant.

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12.           DISPUTE RESOLUTION.

(a)          Submission to Dispute Resolution.

(i)          In the case of a dispute relating to the Exercise Price, the Closing Sale Price, Option Value or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing), the Company or the Holder (as the case may be) shall submit the dispute to the other party via facsimile (A) if by the Company, within five (5) Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to promptly resolve such dispute relating to such Exercise Price, such Closing Sale Price, such Option Value or such fair market value or such arithmetic calculation of the number of Warrant Shares (as the case may be), at any time after the fifth (5th) Business Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, subject to the Consent of the Company, not to be unreasonably withheld, select an independent, reputable investment bank to resolve such dispute.

(ii)         The Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 12 and (B) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately following the date on which the Holder selected such investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such investment bank with respect to such dispute and such investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such investment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such investment bank in connection with such dispute (other than the Required Dispute Documentation).

(iii)        The Company and the Holder shall cause such investment bank to determine the resolution of such dispute and notify the Company and the Holder of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such investment bank shall be split 50/50 by the Company and the Holder (or, to the extent any other holders of SPA Warrants submitted such dispute to dispute resolution, such 50% shall be allocated and paid pro rata by the Holder and such applicable other holders of SPA Warrants based upon the number of shares of Common Stock then issuable upon exercise of the Warrant of the Holder and the SPA Warrants of the such other Holders), and such investment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

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(b)         Miscellaneous. The Company and the Holder each expressly acknowledge and agree that (i) this Section 12 constitutes an agreement to arbitrate between the Company and the Holder (and constitutes an arbitration agreement) under § 7501, et seq. of the New York Civil Practice Law and Rules (“CPLR”) and that either the Company or the Holder is authorized to apply for an order to compel arbitration pursuant to CPLR § 7503(a) in order to compel compliance with this Section 12, (ii) a dispute relating to the Exercise Price includes, without limitation, disputes as to (A) whether an issuance or sale or deemed issuance or sale of Common Stock occurred under Section 2(b), (B) the consideration per share at which an issuance or deemed issuance of Common Stock occurred, (C) whether any issuance or sale or deemed issuance or sale of Common Stock was an issuance or sale or deemed issuance or sale of Excluded Securities, (D) whether an agreement, instrument, security or the like constitutes and Option or Convertible Security and (E) whether a Dilutive Issuance occurred, (iii) the terms of this Warrant and each other applicable Transaction Document shall serve as the basis for the selected investment bank’s resolution of the applicable dispute, such investment bank shall be entitled (and is hereby expressly authorized) to make all findings, determinations and the like that such investment bank determines are required to be made by such investment bank in connection with its resolution of such dispute (including, without limitation, determining (A) whether an issuance or sale or deemed issuance or sale of Common Stock occurred under Section 2(b), (B) the consideration per share at which an issuance or deemed issuance of Common Stock occurred, (C) whether any issuance or sale or deemed issuance or sale of Common Stock was an issuance or sale or deemed issuance or sale of Excluded Securities, (D) whether an agreement, instrument, security or the like constitutes and Option or Convertible Security and (E) whether a Dilutive Issuance occurred) and in resolving such dispute such investment bank shall apply such findings, determinations and the like to the terms of this Warrant and any other applicable Transaction Documents, (iv) either the Holder or the Company, in its sole discretion, shall have the right to submit any dispute described in this Section 12 to any state or federal court sitting in The City of New York, Borough of Manhattan in lieu of utilizing the procedures set forth in this Section 12 and (v) nothing in this Section 12 shall limit the Holder or the Company from obtaining any injunctive relief or other equitable remedies (including, without limitation, with respect to any matters described in this Section 12).

13.           REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in addition to all other remedies available under this Warrant and the other Transaction Documents, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Warrant. The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, exercises and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required. The Company shall provide all information and documentation to the Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of this Warrant (including, without limitation, compliance with Section 2 hereof). The issuance of shares and certificates for shares as contemplated hereby upon the exercise of this Warrant shall be made without charge to the Holder or such shares for any issuance tax or other costs in respect thereof, provided that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than the Holder or its agent on its behalf.

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14.           TRANSFER. This Warrant and the Warrant Shares may be offered for sale, sold, transferred, pledged or assigned without the consent of the Company, except as may otherwise be required by Section 2(f) of the Securities Purchase Agreement.

15.           SEVERABILITY. If any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Warrant so long as this Warrant as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

16.           CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:

(a)           “1933 Act” means the Securities Act of 1933, as amended.

(b)          “1934 Act” means the Securities Exchange Act of 1934, as amended.

(c)          “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with Section 2) of shares of Common Stock (other than rights of the type described in Section 3 and 4 hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights).

(d)          “Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person, it being understood for purposes of this definition that “control” of a Person means the power directly or indirectly either to vote 10% or more of the stock having ordinary voting power for the election of directors of such Person or direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

(e)          “Approved Stock Plan” means any employee benefit plan which has been approved by the Board of Directors of the Company, pursuant to which the Company’s securities may be issued to any employee, officer, consultant or director for services provided to the Company.

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(f)           “Bid Price” means, for any security as of the particular time of determination, the bid price for such security on the Principal Market as reported by Bloomberg as of such time of determination, or, if the Principal Market is not the principal securities exchange or trading market for such security, the bid price of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg as of such time of determination, or if the foregoing does not apply, the bid price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg as of such time of determination, or, if no bid price is reported for such security by Bloomberg as of such time of determination, the average of the bid prices of any market makers for such security as reported in the OTC Link or “pink sheets” by OTC Markets Group Inc. (formerly Pink OTC Markets Inc.) as of such time of determination. If the Bid Price cannot be calculated for a security as of the particular time of determination on any of the foregoing bases, the Bid Price of such security as of such time of determination shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section 12. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period.

(g)          “Bloomberg” means Bloomberg Financial Markets.

(h)          “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

(i)           “Closing Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing bid price and last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price, as the case may be, then the last bid price or the last trade price, respectively, of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security, the last closing bid price or last trade price, respectively, of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively, of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such security as reported in the OTC Link or “pink sheets” by OTC Markets Group Inc. (formerly Pink OTC Markets Inc.). If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price, as the case may be, of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant to Section 12. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or other similar transaction during the applicable calculation period.

(j)           “Common Stock” means (i) the Company’s shares of Common Stock, $0.001 par value per share, and (ii) any share capital into which such Common Stock shall have been changed or any share capital resulting from a reclassification of such Common Stock.

(k)          “Convertible Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock.

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(l)            “Eligible Market” means the NYSE MKT LLC, The NASDAQ Global Market, The NASDAQ Global Select Market, The NASDAQ Capital Market or The New York Stock Exchange, Inc.

(m)         “Excluded Securities” means any Common Stock issued or issuable: (i) in connection with any Approved Stock Plan, (ii) pursuant to the terms of the SPA Securities or upon exercise of the SPA Warrants; provided, that the terms of such SPA Securities or SPA Warrants are not amended, modified or changed on or after the Subscription Date and (iii) upon exercise of any Options or Convertible Securities which are outstanding on the day immediately preceding the Subscription Date; provided, that the terms of such Options or Convertible Securities are not amended, modified or changed on or after the Subscription Date.

(n)          “Expiration Date” means the date sixty (60) months after the Initial Exercisability Date or, if such date falls on a day other than a Business Day or on which trading does not take place on the Principal Market (a “Holiday”), the next day that is not a Holiday.

(o)          “Fundamental Transaction” means that (i) the Company or any of its Subsidiaries shall, directly or indirectly, in one or more related transactions, (1) consolidate or merge with or into (whether or not the Company or any of its Subsidiaries is the surviving corporation) any other Person, or (2) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its respective properties or assets to any other Person, or (3) allow any other Person to make a purchase, tender or exchange offer that is accepted by the holders of more than 50% of the outstanding shares of Voting Stock of the Company (not including any shares of Voting Stock of the Company held by the Person or Persons making or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange offer), or (4) consummate a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with any other Person whereby such other Person acquires more than 50% of the outstanding shares of Voting Stock of the Company (not including any shares of Voting Stock of the Company held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination), or (5) the Company or any of its Subsidiaries shall, directly or indirectly, in one or more related transactions, reorganize, recapitalize or reclassify the Common Stock (which shall not include a reverse stock split), or (ii) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations promulgated thereunder) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Voting Stock of the Company.

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(p)          “Option Value” means the value of the applicable Option, Convertible Security or Adjustment Right (as the case may be) determined as of (A) the Trading Day prior to the public announcement of the issuance of the applicable of such Option, Convertible Security or Adjustment Right (as the case may be), if the issuance of such of such Option, Convertible Security or Adjustment Right (as the case may be) is publicly announced or (B) the Trading Day immediately following the issuance of the applicable Option if the issuance of such Option is not publicly announced, for pricing purposes calculated using the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg utilizing (i) the underlying price per share used in such calculation shall be the highest Weighted Average Price of the Common Stock during the period beginning on the Trading Day prior to the execution of definitive documentation relating to the issuance of such Option or Convertible Security (as the case may be) and ending on (A) the Trading Day immediately following the public announcement of such issuance, if the issuance of such Option, Convertible Security or Adjustment Right (as the case may be) is publicly announced or (B) the Trading Day immediately following the issuance of the applicable Option if the issuance of such Option, Convertible Security or Adjustment Right (as the case may be) is not publicly announced, (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of such Option, Convertible Security or Adjustment Right (as the case may be) as of the date of issuance of such Option, Convertible Security or Adjustment Right (as the case may be), (iii) a zero cost of borrow and (iv) an expected volatility equal to the greater of 100% and the 30 day volatility obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of (A) the Trading Day immediately following the public announcement of the applicable Option if the issuance of such Option is publicly announced or (B) the Trading Day immediately following the issuance of the applicable of such Option, Convertible Security or Adjustment Right (as the case may be) if the issuance of such of such Option, Convertible Security or Adjustment Right (as the case may be) is not publicly announced.

(q)          “Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.

(r)           “Parent Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person, including such entity whose common shares or common stock or equivalent equity security is quoted or listed on an Eligible Market (or, if so elected by the Holder, any other market, exchange or quotation system), or, if there is more than one such Person or such entity, the Person or such entity designated by the Holder or in the absence of such designation, such Person or entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.

(s)           “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and a government or any department or agency thereof.

(t)           “Principal Market” means the OTC Pink.

(u)          “Registration Rights Agreement” means that certain Registration Rights Agreement dated as of the Subscription Date by and among the Company and the Buyers.

(v)          “SPA Securities” means the Notes issued pursuant to the Securities Purchase Agreement.

(w)          “Successor Entity” means one or more Person or Persons (or, if so elected by the Holder, the Company or Parent Entity) formed by, resulting from or surviving any Fundamental Transaction or one or more Person or Persons (or, if so elected by the Holder, the Company or the Parent Entity) with which such Fundamental Transaction shall have been entered into.

(x)          “Trading Day” means any day on which the Common Stock is listed or quoted for trading on the Principal Market, or, if the Principal Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded; provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time).

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(y)          “Voting Stock” of a Person means capital stock of such Person of the class or classes pursuant to which the holders thereof have the general voting power to elect, or the general power to appoint, at least a majority of the board of directors, managers or trustees of such Person (irrespective of whether or not at the time capital stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency).

(z)           “Weighted Average Price” means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market during the period beginning at 9:30:01 a.m., New York time (or such other time as the Principal Market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time as the Principal Market publicly announces is the official close of trading), as reported by Bloomberg through its “Volume at Price” function or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time (or such other time as such market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time as such market publicly announces is the official close of trading), as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported in the OTC Link or “pink sheets” by OTC Markets Group Inc. (formerly Pink OTC Markets Inc.). If the Weighted Average Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Weighted Average Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant to Section 12 with the term “Weighted Average Price” being substituted for the term “Exercise Price.” All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or other similar transaction during the applicable calculation period.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date set out above.

MONEYONMOBILE, INC.
By:	/s/ Harold Montgomery
	Name: Harold Montgomery
	Title: CEO

Signature Page to Warrant

S7 Finance B.V.

EXHIBIT A

EXERCISE NOTICE

TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

WARRANT TO PURCHASE COMMON STOCK

MONEYONMOBILE, INC.

The undersigned holder hereby exercises the right to purchase _________________ of the shares of Common Stock (“Warrant Shares”) of MoneyOnMobile, Inc., a Texas corporation (the “Company”), in accordance with and pursuant to the attached Warrant to Purchase Common Stock (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.

1. Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as:

____________ a “Cash Exercise” with respect to _________________ Warrant Shares;

  and/or

____________ a “Cashless Exercise” with respect to _______________ Warrant Shares.

In the event that the Holder has elected a Cashless Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto, the Holder hereby represents and warrants that (i) this Exercise Notice was executed by the Holder at __________ [a.m.][p.m.] on the date set forth below and (ii) if applicable, the Bid Price as of such time of execution of this Exercise Notice was $________.

2. Payment of Exercise Price. In the event that the holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto, the holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in accordance with the terms of the Warrant.

3. Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows:

¨ Check here if requesting delivery as a certificate to the following name and to the following address:

Issue to:

¨ Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows:

DTC Participant:

DTC Number:

Account Number:

Date: _______________ __, ______

Name of Registered Holder

By:

Name:

Title:

[INSERT MONEYONMOBILE LETTERHEAD]

ACKNOWLEDGMENT AND INSTRUCTION LETTER

The Company hereby acknowledges this Exercise Notice and hereby directs Securities Transfer Corporation to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated [___________] from the Company and acknowledged and agreed to by Securities Transfer Corporation.

MONEYONMOBILE, INC.
By:
	Name:
	Title: