8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 14, 2020 (April 3, 2020)

MoneyOnMobile, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Texas	000-53997	20-8592825
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

500 North Akard Street, Suite 2850, Dallas, Texas	75201
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (214) 758-8600

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, the par value is .001 cent	MOMT	OTCQB

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

Emerging growth company [  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

Item 1.01 Entry into Material Definitive Agreement

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Sale of Indian Investments for Promissory Note

On January 14, 2020, MoneyOnMobile, Inc. (the “Company”) executed a Settlement Agreement calling for the transfer of its ownership interests and/or assets and operations in its Indian subsidiaries, Digital Payment Processing Limited (DPPL), My Mobile Payments, Ltd (MMPL) and SVR Ltd. (SVR) to LI Ventures, Inc. a Nevada based private company (“LI Ventures”) (the “LI Ventures Settlement Agreement”). As compensation, the Company received a Promissory Note, whereby the Company will receive $22,313,677 worth of LI Ventures common shares, contingent upon LI Ventures completing a qualified financing round (the “LI Ventures Note”). The LI Ventures Note matures on March 30, 2021.

On April 3, 2020, Company shareholders, representing 60.12% of the outstanding and fully diluted share count, voted to approve the LI Ventures Settlement Agreement. The Board of Directors approved the LI Ventures Settlement Agreement on April 6, 2020. The Board of Directors Resolution is attached herein as Exhibit 99.2 and is incorporated herein by reference. The Company will use the LI Ventures Note proceeds to repay its outstanding creditors.

The foregoing description of the terms of the LI Ventures Note and LI Ventures Settlement Agreement, and does not purport to be complete and is subject to, and qualified in its entirety by reference to the form of LI Ventures Note and LI Ventures Settlement Agreement, which are herewith as Exhibit 99.1, and is incorporated herein by reference.

Consulting Agreement

On April 9, 2020, the Company entered into a Consulting Agreement with an independent contractor to help assist the Company execute the LIV Settlement Agreement. The term is for two years, with either party having ability to terminate the agreement within thirty days written notice. The amount of the contract is $390,489 and will be paid by the Company upon it receiving the LIV Note payout compensation. The foregoing description of the terms of the Consulting Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the form of Consulting Agreement, which are filed herewith as Exhibit 99.3, and is incorporated herein by reference.

Resignation of Chief Executive Officer and Chief Financial Officer

The Company received a letter of resignation from Harold H. Montgomery. Mr. Montgomery informed the Company that, effective as of April 10, 2020, he resigned his position as Chief Executive Officer. Mr. Montgomery’s resignation was not as a result of any disagreements with the Company.

The Company received a letter of resignation from Scott S. Arey. Mr. Arey informed the Company that, effective as of April 10, 2020, he resigned his position as Chief Financial Officer. Mr. Arey’s resignation was not as a result of any disagreements with the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.

Exhibit No.	Description
99.1	Settlement Agreement and Promissory Note
99.2	Board of Directors Resolution
99.3	Contractor Agreement

SIGNATURES

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

	MONEYONMOBILE, INC.
Date: May 20, 2020	By:	/s/ Harold H. Montgomery
		Harald H. Montgomery
		Chairman of Board of Directors

EX-99.1

Exhibit 99.1

Certain identified information has been excluded from the exhibit because it both (i) is not material and (ii) is competitively harmful if publicly disclosed.

SETTLEMENT AGREEMENT AND MUTUAL RELEASE

This Settlement Agreement and Mutual Release (the “Settlement Agreement”) is entered into as of the Effective Date set forth below, by and between LI Ventures, Inc., a Nevada corporation (“LI Ventures”), on one hand, and MoneyOnMobile, Inc., a Texas corporation (“MOMT”) on the other. These parties may be referred to singularly as “a Party” or collectively as the “Parties.”

I. RECITALS

WHEREAS, MOMT is the majority shareholder of an Indian company named Digital Payments Processing Limited (“DPPL”);

WHEREAS, there exists an Indian company named My Mobile Payments Limited (“MMPL”);

WHEREAS, MOMT directly owns 587,163 nos. of common stocks reprinting eight point one seven percent (8.17%) ofMMPL, and DPPL owns 302,800 nos of common stocks representing four point two one percent (4.21%) of MMPL;

WHEREAS, , LI Ventures is the majority owner of an Indian company named LI Digital Payments Pvt. Ltd. (“LI Digitial);

WHEREAS, LI Digital purchased fifty point four percent (50.4%) of MMPL from a variety of shareholders of MMPL;

WHEREAS, the transactions culminating in LI Digital’s purchase of a majority of the shares of MMPL led to multiple disputes between the various entities and shareholders, including, but not limited to: International Arbitration started by MOMT in London International Court of Arbitration (“LICA”) ; Arbitration Petition No. 799 of 2018 before the Bombay High Court (ARBP/799/2018); IBC Petitions filed by MMPL against DPPL before the National Company Law Tribunal, Mumbai (Nos. 4690, 4691 and 4693 of2018); Section 11 Application filed by Jolly Mathur & Ors. before the Supreme Court oflndia (8093/2019); Section 138 Criminal Proceeding before the Metropolitan Magistrate, Andheri (Summons Private cases SS/829/2018); Contempt Petition No. 60 filed in Arbitration Petition No. 723 of 2018 before the Bombay High Court (ARBP/723/2018); and a Trademark Suit filed by MMPL against DPPL before the City Civil Court, Dindoshi (Civil Suit/201908/2018): (collectively the “Actions”);

CONFIDENTIAL 1

WHEREAS, the Parties now desire for the consideration described herein to enter into a mutual release to resolve any and all current and/or potential claims, including, but not limited to the Actions, between the Parties and/or the Parties’ majority owned subsidiaries (excluding only future claims for breach of this Agreement), pursuant to the representations, warranties, terms, and conditions set forth herein;

WHEREAS, the Parties have utilized the serv1es of Nachiketa Das to act as an intermediary between the Parties in their settlement discussions; and

WHEREAS, the Parties deem such releases to be in their respective best interests in light of the expenses required to continue to litigate the Actions and/or engage in further disputes. As a result, for and in consideration of the agreements and covenants described below, the Parties hereby agree as follows:

II. TERMS AND CONDITIONS

LI Ventures:

As consideration for this Settlement Agreement, LI Ventures agrees as follows:

1. Issuance of Promissory Agreement. Simultaneously with the full execution of this Settlement Agreement, LI Ventures hereby agrees to issue to MOMT a Promissory Agreement in the form attached hereto as Attachment “A.”

2. Cause Dismissal/Cessation of Actions. Within a Reasonable Time¹ following the execution of this Settlement Agreement, LI Ventures shall cause LI Digitial and MMPL and the Directors, Officers, employees and related parties past or present to dismiss, withdraw, and cease any and all legal proceedings against MOMT, DPPL, and/or those companies’ respective shareholders and/or directors, employees including, but not limited to the Actions, with prejudice. This Agreement shall be approved and adopted by the Board of Directors of MMPL and shall be binding on the Directors, officers and employees ofMMPL without limitation and may be used in Court of law in India to indicate that all such the Actions are hereby terminated, whether originated by MMPL or its Directors, officers or employees. [***].

1 For purposes of this Settlement Agreement, “Reasonable Time” shall mean as soon as practically possible within the applicable forum (i.e., India, United Kingdom, United States) of the Actions and/or any other legal proceedings.

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3. General Release of Claims. As of the Effective Date and in consideration of the mutual promises and covenants contained in this Settlement Agreement, and in full and final settlement of all matters between the Parties and Nachiketa Das, including but not limited to, those arising out of or in connection with the facts, matters, claims, actions and allegations in the Actions, LI Ventures and its direct and indirect parents, subsidiaries, affiliates, predecessors, successors, and assigns and all of its and their respective past and present employees, shareholders, officers and directors (collectively “LI Ventures Releasees”) hereby irrevocably and unconditionally release and forever discharge Nachiketa Das (for his servies related to the settlement between the Parties) and MOMT, and its direct and indirect parents, subsidiaries, affiliates, predecessors, successors, and assigns and all of its and their respective past and present employees, shareholders, officers and directors (collectively the “MOMT Released Parties”) from all manner of actions, including but not limited to, any and all causes of action, claims, liabilities, rights, demands, suits, charges, complaints, obligations, sums, damages, costs (including attorney’s fees and costs actually incurred), expenses, liabilities, losses, debts, set-offs, promises, contracts, agreements and controversies of any nature whatsoever, whether in law, admirality, or equity, whether known or not now known, suspected or unsuspected, future, and contingent arising from or resulting from or in connection with any act or omission, event, transaction, occurrence, agreement, contract or relationship between and among the Parties, including but not limited to, the Actions.

4. Covenant Not to Sue. For a period of 36 months after the signing of this Agreement, or upon formal termination oflegal actions referenced in Section I, without limitation , LI Ventures agrees that it shall not, and it will not cause or allow LI Digitial or MMPL, at any time hereafter, to commence, maintain or prosecute any action, suit, proceeding, investigation, complaint, claim, grievance or charge with any court, administrative agency, arbitrator or any other body or person, contractual or otherwise, or aid or assist others in prosecuting such action, suit, proceeding, investigation, complaint, claim, grievance or charge on its behalf, except in response to governmental agency or court inquiries or as compelled by legal process, against MOMT, DPPL, or any of those companies’ officers or directors, based in whole or in part upon, or arising out of or in an way connected with, any of the claims released or any of the matters referred to in this Settlement Agreement. LI Ventures may extend the period of forebearance based on evidence of progress in dismissal of legal actions in Section I, such extension shall not unreasonably be withheld.

CONFIDENTIAL 3

5. Non-Disparagment. LI Ventures agrees that it will not, and that it will cause the LI Ventures Releasees, not to make any disparaging statements about the MOMT Released Parties. For purposes of this Agreement, “disparaging statements” shall mean any statement, written or oral, which maligns, ridicules, defames or otherwise denigrates the MOMT Released Parties, and/or a MOMT Released Party’s business affairs, practices, policies, standards, or reputation (including, but not limited to, statements or postings harmful to a MOMT Released Party’s business interests, reputation or good will) in any form (including, but not limited to, on any social media, blogs, internet, to the media, persons and entities engaged in radio, television or internet broadcasting, or to persons and entities that gather or report information on trade and business practices or reliability) that relates to business conducted by a MOMT Released Party or among the MOMT Released Parties, and shall include a MOMT Released Party’s past, present or future business activities. Nothing in this Agreement shall, however, shall be deemed to prevent a LI Ventures Releasee’s lawful obligation to report factually accurate truthful transactions or provide truthful statements with appropriate governmental, taxing, or registering agencies or if otherwise other lawfully compelled to testify by governmental authority.

6. Internet Cleansing. LI Ventures agrees that within ten (10) business days from the full execution go this Settlment Agreement, that it shall, and shall cause the LI Ventures Released Parties, to remove, delete, and/or “take down” any and all publicly available online information within their respective possession, custody or control, which contains any disparaging statements as defined in this Settlement Agreement. In addition, LI Ventures agrees that it will use commercially reasonable efforts to have disparaging statements removed, deleted, and/or taken down from any third-party online sites within thirty (30) days of the full execution of this Settlement Agreement. Further, by executing this Settlement Agreement, LI Ventures hereby consents to MOMT’s efforts to remove disparaging statements from third-party online areas, including permitting MOMT to assist or stand in for LI Ventures in the efforts to have online materials removed, deleted, or taken down.

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7. Cooperation to Counter Third Parties. LI Ventuers agrees to use commercially reasonable efforts to cooperate with MOMT, including, but not limited to, by providing written, oral and/or joint statements upon reasonable request from MOMT for the purpose of countering any disparaging statements originating from third parties.

8. Corporate Approvals. LI Ventures represents and warrants that prior to the execution of this Settlement Agreement, it has obtained all corporate, board of director, shareholder and/or other approvals necessary to approve and ratify this Settlement Agreement. LI Ventures further represents and warrants that prior to the execution of this Settlement Agreement, it has caused MMPL and LI Digital to obtain all corporate, board of director, shareholder and/or other approvals necessary to approve and ratify this Settlement Agreement, if any.

MOMT:

As consideration for this Settlement Agreement, MOMT agrees as follows:

9. Cause Dismissal/Cessation of Actions. Within a Reasonable Time (as defined above) following the execution of this Settlement Agreement, MOMT or its assignees and or shareholders shall, and shall cause DPPL, to dismiss, withdraw, or cease any and all legal proceedings against LI Digital, MMPL and LI Ventures, and/or those companies’ shareholders and/or directors, including, but not limited to the Actions with prejudice.

CONFIDENTIAL 5

10. General Release of Claims. As of the Effective Date and in consideration of the mutual promises and covenants contained in this Settlement Agreement, and in full and final settlement of all matters between the Parties and Nachiketa Das, including but not limited to, those arising out of or in connection with the facts, matters, claims, actions and allegations in the Actions, MOMT and its direct and indirect parents, subsidiaries, affiliates, predecessors, successors, and assigns and all of its and their respective past and present employees, shareholders, officers and directors (collectively “MOMT Releasees”) hereby irrevocably and unconditionally release and forever discharge Nachiketa Das (for his servies related to the settlement between the Parties) and LI Ventures, and its direct and indirect parents, subsidiaries, affiliates, predecessors, successors, and assigns and all of its and their respective past and present employees, shareholders, officers and directors (collectively the “LI Ventures Released Parties”) from all manner of actions, including but not limited to, any and all causes of action, claims, liabilities, rights, demands, suits, charges, complaints, obligations, sums, damages, costs (including attorney’s fees and costs actually incurred), expenses, liabilities, losses, debts, set-offs, promises, contracts, agreements and controversies of any nature whatsoever, whether in law, admirality, or equity, whether known or not now known, suspected or unsuspected, future, and contingent arising from or resulting from or in connection with any act or omission, event, transaction, occurrence, agreement, contract or relationship between and among the Parties, including but not limited to, the Actions.

11. Covenant Not to Sue. For a period of 36 months after tbs signing of this Agreement, or upon formal termination of legal actions referenced in Section I, without limitation MOMT agrees that it shall not, and it will not cause or allow DPPL, at any time hereafter, to commence, maintain or prosecute any action, suit, proceeding, investigation, complaint, claim, grievance or charge with any court, administrative agency, arbitrator or any other body or person, contractual or otherwise, or aid or assist others in prosecuting such action, suit, proceeding, investigation, complaint, claim, grievance or charge on its behalf, except in response to governmental agency or court inquiries or as compelled by legal process, against LI Ventures, LI Digital, and/or MMPL, or any of those companies’ officers or directors, based in whole or in part upon, or arising out of or in an way connected with, any of the claims released or any of the matters referred to in this Settlement Agreement. MOMT may extend the period of forebearance based on evidence of progress in dismissal of legal actions in Section I, such extension shall not unreasonably be withheld.

CONFIDENTIAL 6

12. Non-Disparagment. MOMT agrees that it will not, and that it will cause the MOMT Releasees, not to make any disparaging statements about the LI Ventures Released Parties. For purposes of this Agreement, “disparaging statements” shall mean any statement, written or oral, which maligns, ridicules, defames or otherwise denigrates the LI Ventures Released Parties, and/or a LI Ventures Released Party’s business affairs, practices, policies, standards, or reputation (including, but not limited to, statements or postings harmful to a LI Ventures Released Party’s business interests, reputation or good will) in any form (including, but not limited to, on any social media, blogs, internet, to the media, persons and entities engaged in radio, television or internet broadcasting, or to persons and entities that gather or report information on trade and business practices or reliability) that relates to business conducted by a LI Ventures Released Party or among the LI Ventures Released Parties, and shall include a LI Ventures Released Party’s past, present or future business activities. Nothing in this Agreement shall, however, shall be deemed to prevent a MOMT Releasee’s lawful obligation to report factually accurate truthful transactions or provide truthful statements with appropriate governmental, taxing, or registering agencies or if otherwise other lawfully compelled to testify by governmental authority.

13. Internet Cleansing. MOMT agrees that within ten (10) business days from the full execution go this Settlment Agreement, that it shall, and shall cause the MOMT Released Parties, to remove, delete, and/or “take down” any and all publicly available online information within their respective possession, custody or control, which contains any disparaging statements as defined in this Settlement Agreement. In addition, MOMT agrees that it will use commercially reasonable efforts to have disparaging statements removed, deleted, and/or taken down from any third-party online sites within thirty (30) days of the full execution of this Settlement Agreement. Further, by executing this Settlement Agreement, each MOMT hereby consents to LI Venture’s efforts to remove disparaging statements from third-party online areas, including permitting such LI Ventures to assist or stand in for MOMTin the efforts to have online materials removed, deleted, or taken down. Within 10 days of signing of this agreement, MOMT also agrees to request the withdrawal of the 8K filings made in relation to the legal actions mentioned in Section I.

14. Cooperation to Counter Third Parties. LI Ventuers agrees to use commercially reasonable efforts to cooperate with MOMT, including, but not limited to, by providing written, oral and/or joint statements upon reasonable request from MOMT for the purpose of countering any disparaging statements originating from third parties.

CONFIDENTIAL 7

15. Acknowledgement of Tax Consequences. MOMT agrees that in the event there are any United States Federal, State, or Local taxes and/or ifthere are any Indian or international taxes of any kind incurred and/or owed by MOMT related to this Agreement and/or the Settlement Agreement, including any penalties, interest and assessments thereon, MOMT agrees to be solely responsible for such taxes, penalties, interest, and assessments. MOMT further agrees to defend and indemnify and hold the LI Ventures Released Parties harmless from any claims, demands, deficiencies, levies, assessments, executions, judgments or recoveries by any governmental entity under any United States, State, Indian, or International tax laws.

16. Resignation From Board of Directors. MOMT shall cause DPPL’s nominees to the board of directors of MMPL, i.e., Harold Montgomery and Scott Arey, to resign from MMPL’s board of directors. Such resignations shall be submitted on January 14, 2020, immediately following the full execution of this Settlement Agreement.

17. Termination of Agreements MOMT shall terminate and shall cause DPPL to terminate any and all agreements with MMPL shareholders, Memorandum of Understandings (“MOUs”), and/or any other written understandings relating to the shares held by MOMT and/or DPPL in MMPL. For avoidance of doubt, such agreements include any and all agreements executed between any combination of the companies of MOMT, MMPL and/or DPPL. MOMT and DPPL shall complete the termination of all such agreements within 30 days , following the full execution of this Settlement Agreement.

18. Formation of SPV. In the event that following the full execution of this Settlement Agreement and transfer of Shares as mandated by the Promissory Note Agreement referenced in Section 1 above, MOMT assigns any or part of the Promissory Notes to any of its shareholders (herein referred to as “Shareholders”), the following process shall be used:

a) LI Ventures shall require the use of a special purpose vehicle (SPV) for transfer of shares.

(b) MOMT hereby agrees to the use of such a vehicle and agrees that this consent will transfer to asignees of the Promissory Note.

(c) MOMT or its assignees shall direct LI Ventures to transfer the shares to the SPV so created for

CONFIDENTIAL 8

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CONFIDENTIAL 10

 

CONFIDENTIAL 11

personally or sent by a nationally recognized overnight courier service (e.g., FedEx) to the other Party at the following addresses:

If to LI Ventures:
	LI Ventures, Inc.
	19925 Stevens Creek Blvd, Suite 100,
	Cupertino, CA 95014 ATTN: Abhishek Verma
Cc:	Peter C. McMahon, Esq. McMahon Serepca LLP
	255-B Constitution Drive, Suite 1047 Menlo Park CA 94025
lftoMOMT:
	MoneyOnMobile, Inc.
	500 N. Akard St., Suite 2850
	Dallas, Texas 75201
	Attn: Corporate Secretary
	Attn:

To the extent that the addresses for the designated recipients above should change, notification of that change of address shall be provided as soon as reasonably practicable. Moreover, if a designated recipient has moved and not provided the other Party with an updated address, the Noticing Party shall make commercialy reasonable efforts to locate the other Party. If, however, after commercially reasonable efforts the Party cannot be located, Notice shall be deemed to have been provided ten (10) days after the first attemped service.

29. Assignment. This Settlement Agreement shall inure to the benefit of and shall be binding upon the respective successors and assigns, if any, of the Parties, except that nothing in this Section shall be construed to permit any assignment that would be unauthorized or void pursuant to any other part of this Settlement Agreement.

30. Controlling Law. This Settlement Agreement shall be governed by the laws of the State of New York without regard to its conflict of laws provisions. Any lawsuit arising from this

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CONFIDENTIAL 19

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CONFIDENTIAL 21

EX-99.2

Exhibit 99.2

CERTIFIED COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF MONEYONMOBILE, INC., HELD ON 9^th DAY, April, 2020 AT 11 AM AT THE REGISTERED OFFICE OF THE COMPANY SITUATED AT 500 N. AKARD ST, SUITE 2850, DALLAS, TEXAS 75201

BE IT HEREBY RESOLVED THAT:

1.)	The Board of Directors authorizes a vote of Shareholders to accept the Settlement Agreement, Mutual Release and Promissory Note with LI Ventures.
2.)	Based on the vote of a majority of shareholders conducted on April 3, 2020, resulting in 60.12% of shares electing to adopt the Settlement Agreement and related documents dated January 14, 2020,
3.)	The Board hereby, acting in accordance with the majority of shareholders, formally adopts the settlement Agreement,
4.)	The Board further instructs that either MR. HAROLD MONTGOMERY, CEO and a Director of MONEYONMOBILE, INC., or MR. SCOTT AREY, the company’s Chief Financial Officer, be and is hereby severally authorized to sign all papers, applications, affidavits, including wire transfer instruction(s) or such other document(s), including affirmation thereof, as may be required to execute the Settlement Agreement and Mutual Release with LI Ventures, Inc. a Nevada Corporation and to accept the Promissory Note Agreement attached thereto as Exhibit A in compensation for the Company’s assets rights, titles and interest in its Indian subsidiaries including without limitation, Digital Payment Processing, Ltd, (aka DPPL) and My Mobile Payments, Ltd, (aka MMPL), DVR Global, Ltd (aka SVR). Mr. Montgomery and Mr. Arey or their designated consultant, Nachiketa Das, are further authorized to distribute the proceeds of the settlement to MOMT counterparties as they are entitled to receive such proceeds and to take any and all actions required to finalize the status of MOMT as an insolvent entity thereafter.

500 N. Akard Street, Suite 2850 Dallas, Texas 75201 214-758-8603

MoM House, 61 Ramchandra Lane, Malad West, Mumbai India

Ticker Symbol (OTCQX: MOMT)

5.) The Board approved the distribution of Proceeds to Classes of Creditors as follows:

Priority	Payouts By Class	Amounts
1	Creditors	$	3,639,851.79
2	Senior Litigation Lenders	$	1,602,000.00
3	Lenders	$	4,614,139.15
4	Series E	$	2,530,000.00
5	Series F	$	9,489,162.50
6	Series G	$	438,523.56
	Total Claims	$	22,313,677.00
	Settlement Amount	$	22,313,677.00

Claims not participating in the settlement, all rights reserved by creditors.
Creditor	Harold Montgomery	$	747,916.74
Creditor	Scott Arey	$	696,196.26

RESOLVED FURTHER THAT the Board of Directors hereby approves of the Use of Proceeds specified in Exhibit A incorporated as an integral part of this resolution

For MONEYONMOBILE, INC.,

/s/ Harold H. Montgomery

Harold H. Montgomery

Chairman and Director

500 N. Akard Street, Suite 2850 Dallas, Texas 75201 214-758-8603

MoM House, 61 Ramchandra Lane, Malad West, Mumbai India

Ticker Symbol (OTCQX: MOMT)

EX-99.3

Exhibit 99.3

MoneyOnMobile, Inc.

Consulting Agreement

This Consulting Agreement (the “Agreement”) is entered into as of April 7, 2020 by and between MoneyOnMobile, Inc., a Texas corporation (the “Company,” or “MOMT”), and Nachiketa Das, an individual (“Consultant” or “Individual” or “Consultant on behalf of Corporation). The Company and the Consultant shall collectively be referred to as the “Parties” and singly as a party.

RECITALS

A. Consultant desires to assist the Company with the execution of that certain Settlement Agreement and Mutual Release (“Settlement”) between MOMT and LI Ventures dated January 14, 2020, attached hereto as Exhibit A

B. the Company desires to have the Consultant execute the Company’s Settlement Agreement; and

C. Consultant agrees to be engaged as an independent Consultant to the Company upon the terms and conditions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the covenants, agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby covenant and agree as follows:

1. Projects. Consultant shall be retained and authorized to act in all manner necessary and with necessary delegated authority by the Company to take, commit to, or otherwise put into effect by whatever means deemed necessary by Consultant to complete specified steps by the terms of the Settlement Agreement as specified in the Settlement Agreement (the “Consulting Activities”). Consultant is not an employee of the Company.

2. Term. This Agreement shall commence as of the date hereof and shall be effective a period of two years (the “Term”). Either party may terminate agreement with a 30 day written notice to the other party.

500 N. Akard Street, Suite 2850 Dallas, Texas 75201 214-758-8603

MoM House, 61 Ramchandra Lane, Malad West, Mumbai India

Ticker Symbol (OTCQX: MOMT)

3. Compensation. Consultant shall receive a portion of the Promissory Note specified in the Appendix to the Settlement Agreement in the amount of $390,489 for his services, as specified in that certain letter of Agreement between Consultant and MOMT dated November 23, 2019, and attached hereto as Exhibit B. Such amount shall be the final and only compensation granted to Consultant by MOMT.

Under no circumstances shall the Company be deemed to owe the Consultant any fee and/or other compensation for any work, whether or not such work is included in this Agreement.

Consultant shall bear its own expenses in connection with its duties as set forth herein.

4. Non-Guarantee of Services. Company does not expect Consultant to guarantee any outcome and best efforts will be used.

5. Confidential Information, Product Knowledge, and Intellectual Property. While working with the Company, Consultant recognizes and acknowledges that by reason of performance of Consultant’s services and duties to the Company (both during the Term and before or after it), Consultant has had, and will continue to have, access to particular confidential information of the Company and its affiliates, including, but not limited to, business plans, and other information including oral conversations where confidential information is disclosed. This is Confidential Information and is the property of the Company and its affiliates. Consultant acknowledges that such Confidential Information is a valuable and unique asset and covenants that it will not, either during or for two (2) years after the duration of this Agreement, disclose any such Confidential Information to any person for any reason whatsoever or use such Confidential Information (except as its duties hereunder may require) without the prior written authorization of the Company, unless such information is in the public domain through no fault of the Consultant or except as may be required by law. Upon the Company’s request, the Consultant will return all tangible materials containing Confidential Information to the Company. Consultant further agrees to be bound by the Confidentiality and Non-disparagement clauses of the Settlement Agreement in all respects as if Consultant were a signatory to the Settlement Agreement.

6. Survival. Notwithstanding any provision to the contrary, the Parties agree that all terms and conditions of Section 5 (Confidential Information); Section 11 (Indemnification); Section 13 (Applicable Law); Section 14 (Disputes); and Section 15 (Remedies), shall survive Termination for any reason.

7. Relationship. This Agreement does not create, and shall not be construed to create, any joint venture or partnership between the parties, and may not be construed as an employment agreement. No officer, employee, agent, servant, or independent contractor of Consultant nor its affiliates shall at any time be deemed to be an employee, agent, servant, or broker of the Company for any purpose whatsoever solely as a result of this Agreement, and Consultant shall have no right or authority to assume or create any obligation or liability, express or implied, on the Company’s behalf, or to bind the Company in any manner or thing whatsoever.

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8. Publication of Material Data, Photos and Recordings. Consultant shall not publish the details and/or results of or any aspect of the Company without the Company’s prior written permission. Consultant agrees to not video record, audio record or photograph any company materials or distribute such materials.

9. Indemnification. Each party to this Agreement and its parents, affiliates, successors and assigns will indemnify and hold harmless the other party and its officers, directors, employees, attorneys, consultants, agents, servants, parents, affiliates, successors and assigns, jointly and severally (collectively, “Indemnitee”), from and against any and all losses, claims, damages, liabilities, awards, costs and expenses, including but not limited to reasonable attorneys’ fees to which Indemnitee may become subject by virtue of, in connection with, resulting from, its activities related to this Agreement (hereinafter collectively “Claim” or “Claims”). Without limitation - but in illustration - of the foregoing, Claims shall include reasonable legal and other expenses, including the cost of any investigation and preparation, incurred by Indemnitee in connection with any pending or threatened Claim by any person or entity, whether or not it results in a loss, damages, liability or award. Indemnitee shall be indemnified and held harmless for any and all Claims whether they arise under contract; foreign, federal, state or local law or ordinance; common law; or otherwise. This Section shall survive the term of this agreement.

10. Notices. Any notice required or desired to be given under this Agreement shall be both in writing and via email and shall be deemed given when personally delivered, sent by an overnight courier service, or sent by certified or registered mail to the following addresses, or such other address as to which one party may have notified the other in such manner:

If to the Company:	MoneyOnMobile, Inc.
	500 North Akard St. Suite 2850
	Dallas, Texas 75201

If to the Consultant:

Nachiketa Das

Tokyu Stay Aoyama Residence Apt 901

Minami Aoyama 2-27-18 Minato-Ku

Tokyo, 107-0062

Japan

11. Applicable Law. The validity, interpretation and performance of this Agreement shall be controlled by and construed under the laws of the State of Texas.

12. Disputes. If a dispute occurs between the Parties, each party agrees to the following, in sequential order:

1. The party with the dispute will record the dispute in writing and send it via mail to the other party.

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2. The Parties agree to discuss in person the dispute between the Parties for a period not to exceed one month. The minimum first meeting shall be one (1) hour. This discussion is strictly between the Parties and no attorneys or third parties will be allowed in the meeting.

3. If the differences cannot be worked out, the Parties agree to arbitration in Dallas, Texas with three arbitrators (arbitrator fees split equally by the Parties) with their respective attorneys. Arbitration is binding and prevailing party will be entitled to legal fees and the arbitration fees paid.

13. Remedies. The Parties hereto each acknowledge that the other would not have an adequate remedy at law if a party should breach any of the provisions hereof. The Parties hereby agree that a party, in addition to any other available rights and remedies, whether existing under this Agreement or at law or in equity, shall be entitled, upon proof of a violation of this Agreement, to injunctive relief with respect to the provisions hereof to the extent available in Consultant’s jurisdiction. However, the preceding sentence shall not be deemed in any way to limit any party’s rights, as otherwise pertaining under applicable law, to temporary and/or preliminary injunctive relief with respect to any provision hereof. Furthermore, the remedies agreed upon in this Section shall not impair any rights or remedies of Consultant or the Company otherwise available under this Agreement or applicable law, including an action for any and all provable damages.

14. Severability. The provisions of this Agreement are severable, and if any provision shall be held invalid or unenforceable, in whole or in part, in any jurisdiction, then such invalidity or unenforceability shall affect only such provision, and shall not affect such provision in any other jurisdiction. To the extent legally permissible, a provision which reflects the original intent of the Parties shall be substituted for such invalid or unenforceable provision.

15. Waiver of Breach. The waiver by either party of a breach of any provision of this Agreement by the other shall not operate or be construed as a waiver of any subsequent breach by such party. No waiver shall be valid unless in writing and signed by an authorized officer of the Company or Consultant.

16. Assigns and Assignment. This Agreement shall extend to, insure to the benefit of and be binding upon the parties hereto and their respective permitted successors and assigns; provided, however, that this Agreement may not be assigned or transferred, in whole or in part, by the Consultant except with the prior written consent of the Company.

17. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to its subject matter. It may not be changed orally but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension, or discharge is sought. This Agreement supersedes all previous agreements, whether written or oral, and all prior written or oral agreements for compensation, shall be considered satisfied thereby no outstanding obligations by the Company to the Consultant.

18. Counterparts. This Agreement may be executed by facsimile and in counterparts each of which shall constitute an original document, and both of which together shall constitute the same document.

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IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written.

The Company:	MoneyOnMobile, Inc.
	By:	/s/ Harold Montgomery
		Harold Montgomery
	Title:	Chairman and CEO
Consultant:	Nachiketa Das, Consultant
	By:	/s/ Nachiketa Das
	Name:	Nachiketa Das
	Title:	Consultant

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Exhibit A

That certain Settlement Agreement and Mutual Release executed January 14, 2020 between MoneyOnMobile, Inc. and LI Ventures (attached hereto as a separate PDF File titled “Signed Final Settlmt.pdf”).

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Exhibit B

That certain letter of Agreement between Nachiketa Das and MoneyOnMobile, Inc. Dated November 22, 2019, (attached hereto as a separate PDF File titled “Nachi Das MOMT Agreement 22Nov19Signed.pdf”)

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