8-K

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): March 15, 2017 (March 10, 2017)

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))

Item 1.01Entry into Material Definitive Agreement.

Item 2.03Creation of a Direct Financial Obligation.

Item 3.02Unregistered Sales of Equity Securities.

On March 10, 2017, MoneyOnMobile, Inc. (the “Company”) and Hall MOM, LLC (“Hall MOM”) released respective signatures to a settlement agreement and release (“Hall Settlement Agreement”) dated March 1, 2017. Pursuant to the Hall Settlement Agreement, the Company agreed to pay Hall MOM $3,000,000, plus interest and attorneys’ fees (collectively, the “Settlement Payment”). The parties agreed to structure the Settlement Payment as follows: (i) $70,000 in settlement of Hall MOM’s legal fees payable immediately; (ii) $500,000 payable on or before March 15, 2017; (iii) $500,000 payable on or before March 31, 2017; and (iv) $2,000,000 payable in the form of a promissory note in principal amount equal to $2,000,000 (the “Hall Note”).

On March 14, 2017, the Company made a settlement payment of $1,000,000 to Hall MOM.

Pursuant to the Hall Note, the Company is required to make monthly payments equal to at least $50,000 beginning on April 3, 2017. All unpaid principal and interest under the Hall Note becomes due and payable on its maturity date, December 31, 2017. Interest accrues on the Hall Note at 10% per annum on its outstanding balance through June 30, 2017 and 15% per annum thereafter. Upon full payment of all amounts due under the Hall Settlement Agreement, Hall MOM will transfer to the Company the 450,379 shares of DPPL, the Company’s majority owned subsidiary, owned by Hall MOM and a stipulation of dismissal may be filed by the Company or Hall MOM to stipulate to the dismissal and release of all claims under the previously disclosed and described action styled HALL MOM, LLC v. MoneyOnMobile, Inc., f/k/a Calpian, Inc., Cause No. DC-16-13433, in the 192nd Judicial District of Dallas County, Texas.

Upon an event of default under the Hall Settlement Agreement, which, among other things, include the failure to make any of the Settlement Payments or breach of any obligations under the Hall Note. In the event of such default and expiration of any applicable cure period, Hall MOM will be entitled to file, without any further dispute, an agreed final judgment (the “Judgment”) against the Company with the Dallas County courts.

The foregoing description of the terms of the Hall Settlement Agreement, the Hall Note and the Judgment does not purport to be complete and is subject to, and qualified in its entirety by reference to the Hall Settlement Agreement, the Hall Note and the Judgment, which are filed herewith as Exhibit 99.1, Exhibit 99.2, and Exhibit 99.3, and are incorporated herein by reference.

Item 9.01Financial 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 Release
99.2	Promissory Note issued to Hall MOM, LLC
99.3	Agreed Final Judgment

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: March 15, 2017	By:	/s/ Scott S. Arey
		Scott S. Arey Chief Financial Officer

Exhibits

Exhibit No.	Description
99.1	Settlement Agreement and Release
99.2	Promissory Note issued to Hall MOM, LLC
99.3	Agreed Final Judgment

EX-99.1

Exhibit 99.1

SETTLEMENT AGREEMENT AND RELEASE

This Settlement Agreement and Release ("Agreement") is entered into between HALL MOM, LLC ("Hall") and MoneyOnMobile, Inc., f/k/a Calpian, Inc. ("MoneyOnMobile") effective as of the 1st day of March 2017. All of the signatories to this Agreement are collectively referred to as the "Parties.'

RECITALS:

A.WHEREAS, Hall alleges that on December 30, 2015, Hall and MoneyOnMobile entered into a Share Purchase Agreement ("Share Purchase Agreement") under which Hall acquired from MoneyOnMobile certain shares of Digital Payments Processing Limited ("DPPL") and My Mobile Payments, Limited ("MMPL") ("Sale Shares").

B.WHEREAS, Hall alleges that on December 30, 2015, Hall and MoneyOnM0bile entered into an Option Agreement (the "Option Agreement").

C.WHEREAS, Hall alleges, pursuant to the Option Agreement, Hall was granted the right to purchase from MoneyOnMobile its entire shareholding in MMPL and up to 15% of DPPL or sell Sale Shares to MoneyOnMobile. The option to sell the Sale Shares to MoneyOnMobile was triggered if DPPL failed to raise $5,000,000 from a third party at any time on or before March l, 2016. DPPL failed to raise the $5,000,000 by March l , 2016.

D.WHEREAS, Hall alleges that on March 15, 2016, Hall sent MoneyOnMobile a letter exercising its option under Section of the Option Agreement to sell the Sale Shares to MoneyOnMobile for $3,000,000 ("Option Letter").

E.WHEREAS, Hall alleges, pursuant to the terms of the Option Agreement,

MoneyOnMobile had 120 days or until July 13, 2016, to pay to Hall the purchase price of $3,000,000. MoneyOnMobile failed to pay the Purchase Price to Hall on or before July 13, 2016.

F.WHEREAS, Hall alleges that it subsequently agreed to grant an extension of time for MoneyOnMobile to pay the Purchase Price. Hall agreed to extend the deadline to August 1 3, 2016 upon the timely payment of $100,000 and to September 12, 2016, upon the timely payment of an additional $200,000. The extension fees were not a reduction of the Purchase Price. MoneyOnMobile paid both extension fees and thereby extended the deadline to pay the Purchase Price until September 12, 2016. However, MoneyOnMobile failed to pay the Purchase Price by September 12, 2016, and has not paid the Purchase Price to this date. Hall offered MoneyOnMobile an additional extension until October 13, 2016, if MoneyOnMobile paid the required extension fee but MoneyOnMobile failed to pay the extension fee.

G.WHEREAS, Hall alleges that it has at all times been ready, willing, and able to convey to MoneyOnMobile the Sale Shares and remains ready, willing, and able to do so upon receipt of the Purchase Price.

H.WHEREAS, on or about August 15, 2016, Calpian formally changed its name to MoneyOnMobile, Inc.;

1. WHEREAS, on October 13, 2016, Hall filed suit against MoneyOnMobile in that certain lawsuit styled HALL MOM, LLC v. MoneyOnMobile, Inc., f/k/a Calpian, Inc., Cause No. DC-16-13433, in the 192nd Judicial District of Dallas County, Texas (the "Lawsuit"), asking the Court to render a final judgment against MoneyOnMobile and that Hall recover damages from MoneyOnMobile for its alleged failure to comply with the terms of the Option Agreement and Option Letter.

WHEREAS, Hall and MoneyOnMobile have engaged in good-faith, arm's-length negotiations to resolve the Lawsuit under a mutually acceptable payment schedule, and the Parties have reached a settlement of all matters in dispute between them as more particularly described below.

Exhibit 99.1

NOW THEREFORE, in consideration of the mutual agreements, covenants, representations, stipulations, releases, and terms contained in this Agreement, the sufficiency of which consideration is hereby mutually acknowledged, the Parties to this Agreement agree as follows:

1.Payments. MoneyOnMobile shall pay to Hall the total principal amount of $3,000,000, plus interest and attorneys' fees as set forth below:

a.MoneyOnMobile shall pay to Hall the sum of Sl with $500,000 being payable on or before March 15, 2017 and $500,00 being payable on or before March 31, 2017 ("1nitiaLPayment")

b.MoneyOnMobile shall execute, contemporaneously with the execution of this Agreement, a promissory note in favor of Hall for the remaining $2,000,000.00 due to Hall after the Initial Payment has been paid. The form of the promissory note is attached hereto as Exhibit "A" ("Note"). The Note shall be in the principal amount of $2,000,000. The Note will be payable on the first business day of the month, beginning April 3, 2017, through December 1, 2017 in minimum monthly payments of $50,000 which payments may be applied to principal or interest in the discretion of Hall. Interest will accrue on the Note at the rate of 10% per annum on the unpaid balance at time of each payment for the first three months, and 15% per annum on unpaid balance at time of each payment for all months thereafter. A final payment shall be due on the Note on or before December 31, 2017 of the entire remaining amount of principal plus accrued and unpaid interest. In the event a scheduled payment specified above falls on a weekend or bank holiday the scheduled payment shall be due on the next business day.

c.Notwithstanding the provisions set forth in (b), MoneyonMobile may prepay all or any pan of the principal balance of the Note upon ten (10) days prior Notice to Hall.

d.Additionally, MoneyOnMobile shall pay, by March l, 2017, all of Hall's attorneys' fees incurred in connection with the Lawsuit, which fees currently are in the amount of $65,000.

2.Payment Instructions. Each of the payments described herein shall be made via wire transfer to Hall pursuant to the following wire instructions:

HALL PHOENIX/INWOOD, LTD.

Account No.: 1113034480

Texas Capital Bank

RoutingNo: 111017979

3.Agreed Final Judgment. Contemporaneously with the execution of this Agreement, Hall and MoneyOnMobile shall execute an Agreed Final Judgment in the Lawsuit in the form attached hereto as Exhibit "B" in the amount of plus interest and attorneys' fees (the "Agreed Final Judgment"). The Agreed Final Judgment shall be held in escrow by Coats Rose P.C., counsel for Hall unless and until an Event of Default occurs under this Agreement. Upon the occurrence of an Event of Default and the expiration of any applicable Cure Period, Coats Rose P.C. shall submit the Agreed Final Judgment to the court for entry. MoneyOnMobile agrees that in the Event of Default and the expiration of any applicable Cure Period it will take no action to interfere with the entry of the Agreed Final Judgment or its enforcement.

4.Forbearance. Commencing upon satisfaction of all Conditions Precedent (as that term is defined hereinafter), Hall shall forbear from any action to cause the Agreed Final Judgment to be entered or executing upon or enforcing the Agreed Final Judgment for the period from the Effective Date of this Agreement (as defined below) to December 31, 2017 (the "Forbearance Period"). The Forbearance Period shall be subject to early termination as provided below.

Exhibit 99.1

5.Conditions Precedent to Forbearance. The Forbearance Period and Hall's duty to forbear thereunder shall not commence until all of the following conditions (collectively, the "Conditions Precedent") have been fulfilled:

a.Hall shall have received a counterpart of this Agreement bearing the signature of MoneyOnMobile;

b.Hall shall have received the Initial Payment and its attorneys fees in good funds;

c.Hall shall have received the executed Note;

d.The Agreed Final Judgment shall have been executed by MoneyOnMobile and placed in escrow.

6.Stipulation of Dismissal. Upon payment in full of all obligations under Paragraph 1 of this Agreement, the parties shall instruct their attorneys to file a stipulation of dismissal with prejudice of the Lawsuit and Coats Rose P.C. shall return the executed Agreed Final Judgment to MoneyOnMobile.

7.Events of Default. An Event of Default is defined herein as a) MoneyOnMobile's failure to make any payment required under this Agreement or the Note as and when due, b) the entry of a judgment in favor of any party other than Hall against MoneyOnMobile, c) any action to enforce or execute on a lien against MoneyOnMobile's assets or property by any party other than Hall in excess of $50,000; d) MoneyonMobile becomes the subject of a voluntary or involuntary bankruptcy proceeding, or if a receiver is appointed over any of its property e) failure of MoneyonMobile to provide to Hall any non-public information it has provided to any lender or noteholder within five days of providing same to such lender or noteholder; f) failure of MoneyonMobile to provide to Hall a liquidity calculation on the first business day of each month; or g) MoneyonMobile's failure to keep or observe any other promise or covenant herein Upon the occurrence of a non-monetary Event of Default, Hall shall send written (or electronic) notice of default to Harold Montgomery, as President of MoneyOnMobile. MoneyOnMobile shall have a period of seven (7) days from the date of such notice to cure any non-monetary default (the "Cure Period"),. In the event that MoneyOnMobile fails to cure any default hereunder within the time period allowed, or if MoneyOnMobile becomes the subject of a voluntary or involuntary bankruptcy proceeding, or if a receiver is appointed over any of their property, then the Forbearance Period shall immediately terminate without further notice.

8.Transfer of Sale Shares. Within five days of receipt of payment in full of the amounts in Paragraph 1 of this Agreement, Hall agrees to transfer the Sale Shares to MoneyOnMobile.

9.Release of MoneyOnMobile. Upon receipt of the Initial Payment, the payment of Hall's legal fees, the executed Note and the executed Agreed Final Judgment, Hall does hereby release and forever discharge MoneyOnMobile, its affiliates, officers, directors and agents ("MoneyOnMobile Released Parties") from, any and all claims, rights, expenses, liens, demands, causes of actions, damages, and losses, in law or in equity, whether arising in tort, in contract, or by statute, and of, and from, obligations and liabilities of every kind and character, whether actual or potential, presently known or unknown, disclosed or undisclosed, suspected or unsuspected, accrued or unaccrued which Hall may now have or may hereinafter claim to have or have acquired against the MoneyOnMobile Released Parties which in any way directly or indirectly arises out of or is alleged to have arisen in any way, in whole or in part, in connection with the subject matter of the Lawsuit; provided however that such release shall not release any obligations of MoneyOnMobile contained in this Agreement, the Note or the Agreed Final Judgment.

10.Release of Hall. Upon execution of this Agreement, MoneyOnMobile does hereby release and forever discharge Hall, its affiliates, officers, directors and agents ("Hall Released Parties") from, any and all claims, rights, expenses, liens, demands, causes of actions, damages, and losses, in law or in equity, whether arising in tort, in contract, or by statute, and of, and from, obligations and liabilities of every kind and character, whether actual or potential, presently known or unknown, disclosed or undisclosed, suspected or unsuspected, accrued or unaccrued which MoneyOnMobile may now have or may hereinafter claim to have or have acquired against the Hall Released Parties which in any way directly or indirectly arises out of or is alleged to have arisen in any way, in whole or in part, in connection with the subject matter of the

Exhibit 99.1

Lawsuit; provided however that such release shall not release any obligations of Hall contained in this Agreement.

11.Effect of Release. The consequences of the release provisions contained herein have been explained by each of the Parties' respective counsel. Each of the Parties acknowledge that they may hereafter discover facts different from, or in addition to, those which they now know or believe to be true with respect to the Lawsuit, and agree that this Agreement and the releases contained herein shall be and remain effective in all respects notwithstanding such different or additional facts or the discovery thereof

12.No Assignment of Claims. The Parties warrant and represent they are the sole owners and holders of all claims described herein. The Parties agree and covenant that none has assigned, pledged, or otherwise in any manner whatsoever conveyed or transferred either by instrument in writing or otherwise any right, title, or interest in such claims. It is mutually understood and agreed that all covenants and agreements contained herein shall extend to and be obligatory upon the heirs, executors, administrators, successors and assigns of the Parties to this Agreement.

13.Understanding of Agreement, Free Act and Adequate Information. The Parties warrant and represent that they have read this Agreement and fully understand it to be a compromise and settlement of their respective claims. Nothing contained herein shall be construed to relate to claims which may arise from the performance of this Agreement. The Parties further agree that each has executed this Agreement of his or its own free will and accord without reliance upon any representation of any kind or character not expressly set forth herein. Each party waives the right to complain concerning insufficient information and further disclosure; absent fraud.

14.Authorization to Sign and Parties Bound. The Parties warrant and represent, if signing in an individual capacity, that they are of legal age, are legally competent and authorized to execute this Agreement and all documents in connection with this Agreement. The Parties warrant and represent, if signed by a person on behalf of an entity including, but not limited to, a corporation, partnership, limited liability company, limited partnership, non-profit corporation, trust, etc., that the person signing this Agreement and all documents in connection with this Agreement is authorized and has the authority to bind that entity to the terms of this Agreement.

15.Reliance Upon Own Judgment. The Parties agree that as a part of the consideration for this Agreement and before executing this document, each party hereto has been fully informed of the terms, contents, condition, and effects of this Agreement; that in executing this Agreement and negotiating the terms thereof, each party has an opportunity for the benefit of the advice of attorneys of his or its own choosing; and that no promises or representations of any kind have been made to any party or by any party hereto, or anyone acting for them, except as expressly stated in this Agreement. The Parties represent that they have relied completely and solely on their own judgment and the advice of their own attorneys in executing this Agreement.

16.Entire Agreement and Modification. The Parties acknowledge and agree that this Agreement contains the entire agreement between the Parties and supersedes any and all prior agreements, arrangements, or understandings among the Parties. Any amendment or modification of this Agreement in order to be effective shall be in writing and signed by an authorized representative of each party hereto and shall expressly state the intention of the Parties to amend or modify this Agreement.

17.Invalidity of Part of Agreement. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality, or enforce ability of the remaining provisions of this Agreement shall not in any way be affected or impaired, and, to the fullest extent possible, the provisions of the Agreement shall be construed so as to give effect to the intent manifested by all of the terms of the Agreement, including those provisions held to be invalid, illegal or unenforceable.

18.Notices. Any notice required by this Agreement shall be hand-delivered, sent by certified mail, return receipt requested, emailed, or faxed, and shall be deemed delivered upon receipt or delivery, or three (3) business days following its deposit with the United States Postal Service. Such notice shall be sent to the Parties at the following addresses:

Exhibit 99.1

If to HALL MOM, LLC:

Don Braun

HALL MOM, LLC

2323 Ross Ave, Ste. 200

Dallas, Texas 75201

Email: dbraun@hallgroup.com

If to MoneyOnMobile, Inc.:

Harold Montgomery

MoneyOnMobile, Inc.

500 N. Akard, Suite 2850

Dallas, Texas 75201

Email: hmontgomery@calpian.com

19.Change of Address. Any party entitled to receive notice may change the address and facsimile number listed herein upon written notice to all other Parties pursuant to the foregoing paragraph. If a party fails to notify the other Parties of his or her change of address, all notices sent to the listed address shall be conclusively presumed to have been received.

20.Counterparts. This Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes. This Agreement shall be binding when one or more counterparts hereof, individually or taken together, bear the signatures of all the Parties retl ected as signatories.

21.Enforcement. If it becomes necessary to assert any claim to enforce or defend the provisions of this Agreement, the prevailing party shall be entitled to recovery of reasonable attorneys' fees, court costs and all other reasonable and necessary costs incurred with enforcement or defense of claim.

22.Interpretation. The Parties agree that each has been represented by attorneys of their own choosing, and therefore, for the purposes of construing this Agreement, each party has participated equally in the preparation and drafting of this Agreement.

23.Choice of Law and Venue. This Agreement shall be construed in accordance with the laws of the State of Texas. Dallas County, Texas, shall be the appropriate and exclusive venue for any suit arising out of this Agreement.

24.Cooperation. The Parties agree upon the request of any other party to this Agreement they will execute and deliver such further documents as may be reasonably required to effectuate any of the terms contained in this Agreement.

25.Headings. All headings in this Agreement are solely for description purposes only and do not constitute substantive matter considered in construing the terms of the Agreement.

26.References. References herein to the singular or plural shall be deemed to include the other unless the circumstances eliminate such inclusion. References herein to one gender shall be deemed to include all other genders unless circumstances eliminate such inclusions.

27.Effective Date of Agreement. This Agreement is effective the first day that the Agreement bears the signature of all Parties.

Exhibit 99.1

HALL MOM, LLC

By: /s/ Donald L. Braun

Donald L. Braun, President

Date: 3/1/17

MONEYONMOBILE, INC.

By: /s/ Harold Montgomery

Harold Montgomery, President

Date: 3/1/17

EX-99.2

Exhibit 99.2

PROMISSORY NOTE

$2,000,000.00March 1, 2017

FOR VALUE RECEIVED, MONEYONMOBILE, INC., a Texas corporation ("Maker" or "MoneyOnMobile"), does hereby promise to pay to the order of HALL MOM, LLC, a Texas limited liability company ("Payee" or "Hall"), at its office, 2323 Ross Ave, Ste. 200, Dallas, Texas 75201, or at such other place as the holder hereof may from time to time designate in writing, in lawful money of the United States, the principal sum of TWO MILLION AND NO/IOOTHS DOLLARS ($2,000,000.00) or so much of such sum as may be advanced from time to time, with interest thereon as provided in this Note.

1. Certain Definitions. For the purposes hereof, the terms set forth below shall have the following meanings:

a."Applicable Law" shall mean (i) the laws of the United States of America applicable to contracts made or performed in the State of Texas, now or at any time hereafter prescribing maximum rates of interest or eliminating maximum rates of interest on loans and extensions of credit, (ii) the laws of the State of Texas, as the same may be amended from time to time, now or at any time hereafter prescribing or eliminating maximum rates of interest on loans and extensions of credit, and (iii) any other laws at any time applicable to contracts made or performed in the State of Texas which permit a higher interest rate ceiling hereunder.

b."Base Rate" shall mean ten percent (10%) per annum for the period March 1, 2017, through May 31, 2017, and fifteen percent (15%) per annum thereafter.

c."Maturity Date" shall mean December 31 , 2017.

d."Highest Lawful Rate" shall mean at the particular time in question the lesser of (i) eighteen percent (18%) per annum or, (ii) the maximum rate of interest which, under Applicable Law, Payee is then permitted to charge Maker in regard to the loan evidenced by this Note. If the maximum rate of interest which, under Applicable Law, Payee is permitted to charge Maker in regard to the loan evidenced by this Note shall change after the date hereof, the Highest Lawful Rate shall be automatically increased or decreased, as the case may be, from time to time as of the effective date of each change in the Highest Lawful Rate without notice to Maker.

2. Calculation and Payment of Principal and Interest.

a.This Note shall be paid in minimum monthly installments of $50,000 each month commencing on April 1, 2017, and continuing on the first day of each month thereafter which payments may be applied to principal or interest in Payee's discretion.

b.Interest on this Note shall accrue at the Base Rate monthly in arrears on the third (3rd) day of each calendar month, commencing on April 1, 2017, and continuing regularly thereafter until the Maturity Date. All unpaid principal and accrued but unpaid interest shall be due and payable in full on the Maturity Date.

c.Interest on this Note shall be calculated at the Base Rate on the number of days actually elapsed, but computed as though each year consisted of 360 days.

d.If the date for any payment or prepayment hereunder falls on a day which is a Saturday, Sunday, or legal holiday in the State of Texas, then for all purposes of this Note, the same shall be deemed to have fallen on the next following day, and such extension of time shall in such case be included in the calculation of interest.

e.All payments on this Note pursuant to this paragraph 2 shall be applied first to the payment of any accrued and unpaid Late Charge, as hereinafter defined, then to accrued and

Exhibit 99.2

unpaid interest and then to the payment of principal; provided, however, if an Event of Default, as hereinafter defined, has occurred and is continuing, payments on this Note shall be applied as Payee shall elect, in Payee's sole discretion.

3. Prepayment. Maker may prepay all or any part of the principal balance of this Note upon ten (10) days prior written notice to Payee.

4. Waiver. Maker and all sureties, endorsers, accommodation parties, guarantors and other parties now or hereafter liable for the payment of this Note, in whole or in part, hereby severally (i) except as otherwise specifically set forth in this Note, waive demand, notice of demand, presentment for payment, notice of nonpayment, notice of default, protest, notice of protest, notice of intent to accelerate, notice of acceleration, notice of dishonor and all other notices, and further waive diligence in collecting this Note, in taking action to collect this Note, in bringing suit to collect this Note, or in enforcing this Note or any of the security for this Note; (ii) agree to any substitution, subordination, exchange or release of any security for this Note or the release of any party primarily or secondarily liable for the payment of this Note;

(iii) agree that Payee shall not be required to first institute suit or exhaust its remedies hereon against Maker or others liable or to become liable for the payment of this Note or to enforce its rights against any security for the payment of this Note; and (iv) consent to any extension of time for the payment of this Note, or any installment hereof, made by agreement by Payee with any person now or hereafter liable for the payment of this Note, even if Maker is not a party to such agreement.

5. Events of Default

a. Upon the happening of any of the following events (each an "Event of Default"), Payee shall, in the event of a default other than a monetary default, send written (or electronic) notice of the default to Harold Montgomery, as President of Maker. Maker shall have a period of seven (7) days from that date of such notice to cure any non-monetary default (the "Cure Period"),. In the event that Maker fails to cure any non-monetary default hereunder within the time period allowed or in the event of a monetary default, Payee may, at its option, by written notice thereof to Maker, declare immediately due and payable the entire principal balance of this Note together with all interest accrued and owing hereon, plus any other sums payable at the time of such declaration pursuant to this Note, or any instrument securing this Note, including, without limitation, the Deed of Trust. Events of Default include the following:

i. Maker fails to pay any installment of principal and/or interest due under Note as and when same becomes due and payable in accordance with the terms hereof or any other obligation of Maker to Payee involving the payment of money,

ii. The entry of a judgment in favor of any party other than Payee against Maker,

iii. Any action to enforce or execute on a lien against MoneyOnMobile's assets or property by any party other than Hall in excess of $50,000,

Maker becomes the subject of a voluntary or involuntary bankruptcy proceeding, or if a receiver is appointed over any of its property.

Failure of MoneyonMobile to provide to Hall any nonpublic information it has provided to any lender or noteholder within five days of providing same to such lender or notheholder;

Exhibit 99.2

Failure of MoneyonMobile to provide to Hall a liquidity calculation on the first business day of each month;

vii. Maker fails to keep or observe any other material promise or covenant herein or in the Settlement Agreement of even date herewith.

b. The failure to exercise the foregoing option upon the happening of one or more Events of Default shall not constitute a waiver of the right to exercise the same or any other option at any subsequent time, and no such failure shall nullify any prior exercise of any such option without the express written consent of Payee.

6. Default-Interest;-Late-Charge. If any installment of principal and/or interest is not paid on or before the last day of the Cure Period or if the entire unpaid principal balance and accrued but unpaid interest is not paid on or before the earlier to occur of the (i) Maturity Date, or, (ii) any accelerated maturity date as permitted hereby, all unpaid amounts of this Note, including principal and interest, shall thereafter bear interest at a rate of interest (the "Default Rate") equal to the Highest Lawful Rate; provided, however, that the obligation to pay such interest is subject to the limitation contained in the following paragraph. Without limitation of the rights of Payee if a payment is not paid on or before the last day of the Cure Period and without limitation of the obligation of Maker to pay such payments on the due dates thereof, at the option of Payee, Maker will pay a reasonable late charge (the "Late Charge") as required by Payee, not exceeding five percent (5%) of any installment of principal that is not paid on or before the 3rd day of the month in which it is due to cover the extra expenses involved in handling delinquent payments, subject to the limitation contained in the following paragraph.

7. Compliance with Law. All agreements between Maker and Payee, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of demand or acceleration of the Maturity Date, or otherwise, shall the interest contracted for, charged, received, paid or agreed to be paid to Payee in regard to the loan evidenced by this Note exceed the maximum amount permissible under Applicable Law. If, from any circumstance whatsoever, interest would otherwise be payable to Payee in excess of the maximum amount permissible under Applicable Law, the interest payable to Payee shall be reduced to the maximum amount permissible under Applicable Law; and if from any circumstance Payee shall ever receive anything of value deemed interest by Applicable Law in excess of the maximum amount permissible under Applicable Law, an amount equal to the excessive interest shall be applied to the reduction of the principal hereof and not to the payment of interest, or if such excessive amount of interest exceeds the unpaid balance of principal hereof, such excess shall be refunded to Maker. All interest paid or agreed to be paid to Payee shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated, and spread throughout the full period (including any renewal or extension) until payment in full of the principal so that the interest hereon for such full period shall not exceed the maximum amount permissible under Applicable Law. Payee expressly disavows any intent to contract for, charge or receive interest in an amount which exceeds the maximum amount permissible under Applicable Law. This paragraph shall control all agreements between Maker and Payee.

8. Attorney's Fees and Costs. If an Event of Default shall occur and Maker fails to cure such default by the end of the Cure Period, and in the event that thereafter this Note is placed in the hands of an attorney for collection, or in the event this Note is collected in whole or in part through legal proceedings of any nature, then and in any such case Maker promises to pay, and there shall be

Exhibit 99.2

added to the unpaid principal balance hereof, all reasonable costs of collection, including, but not limited to, reasonable attorneys' fees incurred by the holder hereof, on account of such collection, whether or not suit is filed.

9. Cumulative Rights. No delay on the part of the holder of this Note in the exercise of any power or right under this Note or under any other instrument executed pursuant hereto shall operate as a waiver thereof, nor shall a single or partial exercise of any power or right preclude other or further exercise thereof or the exercise of any other power or right. Enforcement by the holder of this Note of any security for the payment hereof shall not constitute any election by it of remedies so as to preclude the exercise of any other remedy available to it.

10. Headings. The paragraph headings used in this Note are for convenience of reference only, and shall not affect the meaning or interpretation of this Note.

11. Notices. All notices, objections, and approvals referred to in this Note must be given in writing and will be effective on the sooner of the following: (l) the day the notice is actually received at the address of the addressee thereof after being sent by overnight delivery such as Federal Express or having been personally hand delivered by the sender; (ii) three days after the notice has been deposited in the United States Mail, postage prepaid, registered or certified mail, return receipt requested, and properly addressed to the party to receive said notice, or (iii) the day the notice is sent to the addressee by telecopier, facsimile or similar transmitting machine, as the case may be, with machine-generated evidence of such delivery. The notice addresses of the parties will be those specified below until further notice:

MoneyOnMobile, Inc.

500 N. Akard, Suite 2850

Dallas, Texas 75201

Attention: Harold Montgomery

HALL MOM, LLC

2323 Ross Ave, Ste. 200

Dallas, Texas 75201

Attn: Bryan Tolbert

1. Governing Law. This Note shall be deemed to have been executed and shall be performed in the State of Texas and this Note and the Loan Documents shall be governed by its laws except to the extent the laws of the State in which the collateral granted under the Loan Documents ("Collateral") is located affect enforceability of the liens granted in the Loan Documents. Maker irrevocably agrees that subject to Payee's sole and absolute elected, Payee may bring suit, action, or other legal proceedings arising out of the Loan Documents in courts located in Texas or the State in which the Collateral is located, whether local, state, or federal. Maker hereby submits to the jurisdiction of such court(s) and waives any right maker may have to request a change of venue or a removal to another court.

2. Successors-and-Assigns The term "Payee" shall include all of Payee's successors and assigns to whom the benefits of this Note shall inure.

[Signature page follows]

Exhibit 99.2

MAKER MONEYONMOBILE, INC.

a Texas corporation

/s/ Harold Montgomery

Harold Montgomery, President

EX-99.3

Exhibit 99.3

CAUSE NO. DC-16-13433

HALL MOM, LLC,

Plaintiff,

MONEYONMOBILE, INC., f/Wa CALPIAN, INC.,

Defendant.

IN THE DISTRICT COURT OF

DALLAS COUNTY, TEXAS

192^ND JUDICIAL DISTRICT

AGREED FINAL JUDGMENT

On this day came Plaintiff, Hall MOM, LLC ("Plaintiff'), by and through its attorneys of record as signatory hereto, and MoneyonMobile, Inc., f/k/a Calpian, Inc. ("Defendant") by and through its attorneys of record as signatory hereto, and announced to the Court that they had agreed on entry of judgment in accordance with the terms of a settlement agreement reached between the parties. Both Plaintiff and Defendant have waived a hearing on the matter and the right to trial by jury, and announced to the Court that they have agreed to the entry of a judgment in favor of Plaintiff and against Defendant in the principal amount of $3,000,000, plus accrued and unpaid interest at the rate often percent (10%) per annum from March 1, 2017 through May 3 1 , 2017, and thereafter at the rate of fifteen percent (15%) per annum from June l, 2017 through date of entry of this judgment, plus attorneys' fees. After reviewing the parties' agreement on the facts, the Court RENDERS judgment in favor of Plaintiff.

IT IS THEREFORE ORDERED, ADJUDGED AND DECREED that Plaintiff have judgment against Defendant MoneyonMobile, Inc., f/k/a Calpian, Inc., in the amount of Three Million and No/100 Dollars ($3,000,000.00), less any principal payments made pursuant to the Settlement Agreement and Release dated March 2, 2017 plus accrued and unpaid interest on such amount at the rate of ten percent

Exhibit 99.3

(10%) per annum from March 1, 2017 through May 31, 2017, and thereafter at the rate of fifteen percent (15%) per annum from June 1, 2017 through date of entry of this judgment, plus attorneys' fees.

IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Plaintiff recover post-

judgment interest at the rate of fifteen percent (15%) per annum until all amounts are paid in full;

IT IS FURTHER ORDERED, ADJUDGED AND DECREED that execution issue for this judgment;

IT IS FURTHER ORDERED, ADJUDGED AND DECREED that all relief sought by the parties not expressly granted herein is denied. This Judgment disposes of all issues before the court and is intended as final.

Signed on, March 1, 2017.

______________________

PRESIDING JUDGE

AGREED AS TO FORM AND CONTENT:

MONEYONMOBILE, INC.

By: /s/ Harold Montgomery

Harold Montgomery, President