MOMT MoneyOnMobile Inc (CE)

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.