Open Letter to Friends and Shareholders of MoneyOnMobile (MOMT)

Dear Friends and Shareholder of MOMT:

First, let me say how much I appreciate your commitment to MoneyOnMobile, Inc. and our mission to build a world-class payment business serving the un-banked and under-banked population in India. We have made great strides toward realizing our goal of being the largest most comprehensive such company in the world’s most vibrant and dynamic market. Recent events in India have - for the time being at least - taken that vision away from us. Our company in Mumbai has been the target of a premeditated, carefully orchestrated hijacking at the hands of individuals, some of whom have been accused of serious crimes, as well as members of the Indian management team with whom we had been working for six years. I can’t begin to describe to you my sense of outrage at the actions this group have perpetrated. I am committed to doing everything within my power and the resources of MOMT to restore the status quo and reinstate our contractual rights to ownership and control of the company in India, which have been taken away illegally. I hope I can enlist your help in this effort.

The illegal actions taken by the hijackers are, by their very nature not fully known to us. However, we have pieced the story together through various sources and done the best we can to separate fact from rumor before presenting the results to you. This effort has taken some time, but we have put accuracy first. The purpose of this letter is to bring you current on events in Mumbai and let you know what we’re doing and how we intend to recover our company.

What Happened, Who Did It, and What is The Current Situation?

On August 22, the Company issued an 8K Statement documenting that, during the month of August, its Indian operations had been hijacked through illegal means. Specifically, the Board of My Mobile Payments, Ltd. (known as “MMPL” - the entity holding the license with the Reserve Bank of India enabling the company to handle domestic remittances) held a Board meeting without our knowledge or participation and installed three new Board members from a group who formed themselves as “LI Digital Payments Private Limited”(known as LexInnova-DPPL or LI-DPPL) and approved the transfer of 50.5% of the shares of MMPL to the LI-DPPL entity. (Note: As of this date, there has been no confirmation of this Board meeting or the actions taken provided to MOMT in the form of minutes or a video recording of the meeting itself - additionally note that “Digital Payments Processing Limited” known as “DPPL” is MOMT’s other major legal entity in India).

Please note that, by virtue of our various shareholder and investment agreements, MOMT has a Right of First Refusal on any transfers to third parties. Further, election of new Board members requires our approval, and a Board meeting in which MOMT representatives are not present is a violation of the corporate governance as defined by our properly filed agreements and hence a violation of Indian law (See CEO Update 8-K Exhibit 99.4). The validity of these agreements has been affirmed many times over the last 6 years with the participants.

The LI-DPPL group then proceeded to demand that all our employees working at the sister company DPPL, resign and transfer to the newly created company LI-DPPL. The employees did so. LI-DPPL had no legal standing to make such a demand. We believe, based on reports we received from employees, that they were coerced into this action.

As stated earlier, the hijacking appears to be the product of many months of conspiratorial planning by members of the senior management of the Company’s India subsidiary, (hereafter “local management”) with whom we have worked for the last 6 years, and the third-party investment group operating under the name LexInnova DPPL (LI-DPPL).

(See CEO Update 8-K Exhibit 99.2 for the incorporation record of LI-DPPL. Note the incorporation date of February 28, 2018, indicating the earliest documented actions related to this conspiracy that we have.)

The LI-DPPL group includes Abhishek (“Abhi”) Verma, Ram Nawal Verma, Krishna Verma, and Niraj Kumar Singh (and possibly others), and is apparently lead by Ashutosh (“Ash”) Verma. Ash Verma is linked to the events through various emails naming him as the leader of the group and also his daily presence in the company’s office in Mumbai. Ash Verma purports to be an official with the Indian Government Income Tax department. Ash Verma apparently has a history of fraud and appears to be currently on bail on charges of money laundering. See this article from the Economic Times of India (among others available on the internet):

https://economictimes.indiatimes.com/news/politics-and-nation/money-laundering-case-irs-officer-ashutosh-verma-gets-bail/articleshow/43813845.cms

See CEO Update 8-K Exhibit 99.3 - The Verma’s contact information from their business cards

You can see that Ash Verma’s purported IRS email is actually a gmail address. Note that Ashutosh Verma also refers to himself as the Board representative of LI Consulting, a Delhi-based company purporting to assist US companies doing business in India. “LI” Stands for Lex-Innova which is the name the Vermas use for all their corporate ventures in India and the U.S. (This name will appear later.) Note also that his title is “Board Representative” and that his email is Board@liconsulting.in .

Abhi Verma’s deep involvement in this conspiracy is clear. He is one of the illegally elected Board members along with Ram Nawal Verma and Vinamra Shashtri. As further evidence of his participation, Abhi Verma’s email to poached employees appears attached as Exhibit #4. In that memo, you will see his full participation in the takeover. He also refers to Ash Verma as his mentor, thereby linking Ash to the takeover as well. Ash Verma and the other conspirators are copied on this email. You will also see Abhi’s California business (Lex-Innova) and his address and phone number.

Many of these steps are illegal, and violations of our various investment agreements in place with the shareholders of MMPL. Our various agreements in place had led the Company, its auditors and our attorneys to conclude that in fact, MOMT had de facto control and majority ownership of each entity, MMPL and DPPL despite actual share issuances of less than a majority amount in MMPL. (See notes to previous 10-K and 10-Q filings for more details on this matter.)

Violations of our agreements include but are not limited to:

There are numerous other violations of the law both civil and criminal, and our contracts in these actions described here. In this case, the management team and the LI-DPPL group are acting with callous and willful disregard for the law, our contracts and good business practices. They are operating in the gray area between what’s legal and what they can get away with on the ground in India. They are counting on us to take this hijacking and leave India altogether. That’s not going to happen.

The US management team at MOMT had no warning of these events. Given the nature of the hijacking and the low credibility of the actors involved, solid information has been hard to come by over the last few weeks. The perpetrators have spread many rumors and false statements without supporting documentation even to the courts. A lack of credible, reliable information has been a handicap in understanding events and reporting them to MOMT shareholders or in formulating what actions to take to counteract them.

We have responded to the hijacking with both civil and criminal actions filed with various authorities in Mumbai and will continue to pursue those actions.

As of the date of this letter, LI-DPPL effectively controls the employees and operations of DPPL and MMPL in India. We have limited visibility into events there.

We are not in a position to report financial data beyond our own expenses during this period due to lack of visibility into Indian operations and results.

What’s Next ?

Our recourse in India at this time is to pursue legal actions to overturn recent events and to pursue the claims for breach of contract in the London Court of International Arbitration (“LCIA”), which is specified in our various agreements. LCIA is a well-known venue for disputes of this nature and to our knowledge, Indian courts have never overturned an LCIA verdict. We believe our case is strong at the LCIA and that the Company should pursue its claims there immediately. The LCIA process is costly and will take at least 3 to 6 months to complete and perhaps longer. It may be advisable to arbitrate in Mumbai if we believe we can get a faster resolution using that venue. No set time fame or cost estimate can be given at this time.

We are taking the following actions:

Summary

MOMT’s Indian subsidiaries have been the target of a willful conspiracy to defraud our investors out of their significant investment in India through an illegal hijacking of the company and its employees. Our sense of astonishment and outrage that these events could occur is unlimited. We intend to pursue our legal rights to own and operate the business until they are fully implemented and recent events are overturned. We will not surrender to this piracy. Corporate raiding of this kind cannot be tolerated in our case or any other.

MOMT’s view of the market in India is as optimistic as it ever has been. As evidenced by recent growth in the company, we believe that the market opportunity for MOMT services is as vibrant as ever and the value creating strategy we are pursuing is as strong as ever.

I speak for everyone here at MOMT when I say that we have been honored by your faith in us. Our shared goal of building a meaningful enterprise in India - the largest remaining market in the world - was within our grasp, only to be stolen at the last minute.

What Can You Do To Help?

If you would like to know more about our legal strategy and what you can do to support it, please contact me at +1-214-837-2765 or via email at hmontgomery@moneyonmobile.in .

Many of our shareholders have experience doing business in India. If you have connections or ideas that could be helpful, such as media, government or high level business connections please share them with us. I can be reached at hmontgomery@moneyonmobile.in or +1-214-837-2765. You can also reach our CFO Scott Arey at sarey@moneyonmobile.in

I also recommend the following steps that you can take individually. Please write to any and all of the following people expressing your concern:

Your Congressman or Senator especially if they have Foreign Affairs or overseas business committee exposure.

A list of Congressmen and Senators can be found here:

https://www.govtrack.us/congress/members

If you have direct contacts within the American government who deal in overseas business relationships, the State Department, the Executive Branch generally, including the White House or the Treasury, the FBI or other agencies who may have an interest in this case, please contact them, and let us know what you are doing.

I believe that the Indian Government will not want this sort of piracy to stand - it is a clear warning sign to any foreign investor to stay away from India and the Modi government in particular should act to overturn these matters if we can locate the right person at a high level.

You can write to the Prime Minister of India at this address:

https://pmopg.gov.in/pmocitizen/Grievancepmo.aspx

You can contact the head of the Reserve Bank of India at this address via mail or fax:

https://www.rbi.org.in/SCRIPTs/AboutUsDisplay.aspx?pg=Departments.htm

You can contact the Minister of Finance for India at this address or fax:

https://doe.gov.in/minister/meet-union-finance-minister-shri-arun-jaitley#

You can contact the governor of the State of Maharashtra at this address:

http://rajbhavan-maharashtra.gov.in/rajbhavan/Pages/frm_contact_us.aspx

Please do all that you can to support us in our effort to reclaim what is rightfully ours. I believe that the most effective tool we have in this battle is the collective voices of our 4,500 shareholders of MOMT who staked their hard-earned capital on our success.

Above all, we will never give up the fight. I am reminded of another man who faced injustice in times past. When Mahatma Gandhi faced injustice he said:

“To forgive and accept injustice is cowardice. Make injustice visible.”

Thank you again for your support.

FORMATION OF "LI-DPPL" FEBRUARY 28, 2018

Company Master Data

CIN      U74999DL2018PTC330177

Company Name      LI DIGITAL PAYMENTS PRIVATE LIMITED

ROC Code      RoC-Delhi

Registration Number      330177

Company Category      Company limited by Shares

Company SubCategory      Non-govt company

Class of Company      Private

Authorised Capital(Rs)      500000

Paid up Capital(Rs)      100000

Number of Members(Applicable in case of company without Share Capital)

Date of Incorporation      28/02/2018

Khasra No - 683, Choudhary Shivji Marg, Westend

Registered Address

Address other than R/o where all or any books of account and papers are maintained

Green Rangpuri Near Farm 36 & 37 DELHI South West Delhi DL 110037 IN

-

Email Id      accounts@lex-innova.com

Whether Listed or not      Unlisted

Suspended at stock exchange      -

Date of last AGM      -

Date of Balance Sheet      -

Company Status(for eଁling)      Active

Charges

Assets under charge Charge Amount Date of Creation      Date of Modiଁcation Status

No Charges Exists for Company/LLP

Directors/Signatory Details

VERMA CONTACT INFORMATION

Ash Verma - Business Card #1 reads:

Front Side:      LI CONSULTING

Ashutosh Verma

Board Representative

Back Side:      www.lex-innova.com

German Centre, 12 ^th Floor

Building No. 9B Cyber City, CLF Phase-III

Gurgaon Haryana - 122002

www.liconsulting.in

+91-920-527-7607

board@liconsulting.in

Ash Verma - Business Card #2 reads:

Front Side:      Ashutosh Verma IRS

Additional Commissioner, Income Tax

Res:- Kh No - 683, Shivji Marg, Westend Greens, Rangpuri

New Delhi, -110017, INDIA

+91-11-40563567 / ashutoshverma.irs@gmail.com

Abhi Verma - Business Card reads:

Front Side:      LexInnova

550 Westcott Street, Suite 530

Houston, Texas 77007

www.lex-innova.com

Abhi Verma

Founder and Managing Director

781.666.9280

abhi.verma@lex-innova.com

Other Verma Contact Info:

1 Almaden Blvd, 715, San Jose, CA 95113

info@lex-innova.com

408-216-9398

http://www.lex-innova.com

Abhi Verma | Group Founder & CEO

LexInnova Technologies

LexInnova | LexInsight

19925 Stevens Creek Blvd., Suite 100, Cupertino, CA 95014

Cell: 781-666-9280

Violations of Agreements between MoneyOnMobile, Inc. and its Indian Subsidiaries

On July 31, 2018 an MMPL Board meeting was held on short notice called for at 3 am. Dallas time. The actual meeting was held at 1.30 am Dallas time apparently (Still no minutes or record of the meeting). The stated purpose of the meeting was to consider the court’s order to provide audit information and the RBI license renewal application. The actual content of the meeting was to add three new directors and (probably) approve share purchases by the Verma group allegedly changing share control of the company. These acts violate several provisions of our agreements, specifically:

Clause 11.1.9 of SSSHA, which for ease of reference is reproduced hereinbelow:

“ Board agendas will be discussed between representatives/nominees of each of the Parties and for the avoidance of doubt, items included therein may be requested by any of the Parties. The minutes of the meetings of the Board shall contain a fair and correct summary of the business transacted at the meeting. The draft of the minutes of the Board meeting as approved by the Chairman will be circulated to all Directors not later than 7 (seven) Business Days after the meeting in question and submitted to the next Board meeting for formal approval. ”

Clause 11.6 of SSSHA, which for ease of reference is reproduced herein below:

“ Notwithstanding anything that is contained in this Agreement, the Shareholders agree that no action shall be taken or resolution passed by the Board, committees of the Board, nor shall the Shareholders permit or agree in any action being taken, with respect to the following Reserved Matters without the affirmative vote of at least 1 (one) Director nominated by each of Company Founders and Calpian at the Board or committee meetings and at least 1 (one) affirmative vote of each of Company Founders and Calpian at general meetings, as the case may be. ”

“ 11.6.13 Initiation, settlement, compromise or termination of any judicial process including but not limited to litigation against or by the Company.”

“11.6.16 Appointment or removal of Directors and auditors.”

“11.6.19 Any decision to (x) hire/fire of the (i) Key Management Employees or (ii) other employees earning in excess of the Rs. 2,50,000 per annum or (y) change their terms of employment of the employees.”

“11.6.21 Any execution, termination or amendment of any contract with a Related Party including without limitation change in the terms of employment of any Key Management Employees; or any transaction between the Company with any Director officer, or Key Management Employees of the Company, with any family member of any such Director, officer, or Key Management Employees, or with any entity owned or controlled by any such Director, officer, or Key Management Employees or any of their family member.”

“11.6.27 Any Increase of the remuneration of a Director or Key Management Employee or any other employee of the Company over and above the limit agreed and approved in the annual budget.”

“11.6.28 Changing the number/ structure of the Board. ”

“ Provided, however, that the affirmative vote of such Director any be communicated to the Board in writing in the event that such Director is unable to remain present at that Board meeting and that such communication shall be deemed as if the Director had personally attended the Board meeting and voted on such Reserved Matter .”

They appear to have transferred shares without informing us or allowing us to match the offer - and therefore violating our Right of Notice and Right of First Refusal on shares sold by Founders. Here’s the citation from the 2012 SSSHA:

7.3      Pre-emption Rights

7.3.1 On completion of Lock-in period (as defined herein below) and subject to Clause 7.2, any Shareholder proposing to sell all of its Shares to a third party ( '' Offered Shares "), such Shareholder (hereinafter referred to as the “ Offeror “) shall first give Notice in writing (hereinafter called the ” Transfer Notice “) to the other Shareholders (hereinafter referred to as the “ Offeree “) stating that it desires to sell the same to a third party unless they are bought by the Offeree in accordance with the provisions of this Clause. Such sale shall be only of the entire shareholding of the concerned Shareholder and not of any part of such shareholding. The Transfer Notice shall state the name and other particulars of such third party who has made the bona fide offer to purchase Shares held by the Offeror, price at which the Shares are offered for sale and all tem1sand conditions of the offer. A Transfer Notice shall not be revocable except with the sanction of the Offeree. The Transfer Notice shall state that the offer may be accepted within 20 (Twenty) Business Days of the date of receipt of Transfer Notice. For the purpose of this Clause an offer shall be deemed to be accepted by an Offeree on the day on which the acceptance is received by the Offeror within the period stipulated in the Transfer Notice. The payment of prescribed price of the Shares offered for sale and the delivery of such Shares shall take place simultaneously.

7.3.2 The Offeree shall inform the Offeror its acceptance of the offer to buy the Offered Shares or part thereof; provided that the Offeror shall not be obliged to sell the Shares accepted by the Offerees unless the total acceptances are equal to or more than the Offered Shares. It is clarified that if the acceptance(s) by the Offeree(s) is for Shares which aggregate to more than the Offered Shares, the Offered Shares shall be allocated to the Offeree(s) in proportion to their respective acceptances. Subject to the other provisions in this Clause 7, if the Offeree does not accept tile offer of the Offeror within the period specified in Clause 7.3.1 above, the Offeror shall be entitled to sell the Offered Shares to a third party (not being a competitor of Company) al a price not lower than that offered to the Offeree and no more favourable terms than those offered to the Offeree. Provided however, the Offeror shall subject to obtaining requisite approvals be obliged to complete the transfer of the Offered Shares on a spot delivery basis after obtaining all the applicable approvals.

7.3.3 Any proposed sale to a third party after the expiration of the period referred to above shall require that the offering Shareholder re-offer the said Shares to the Offeree in accordance with the procedure specified in this Clause 7.3.

EMAIL from Ahbi Verma to DPPL and MMPL Employees

Dear fellow colleagues,

It was an honor to meet you all last week. As I reached back to the U.S., I carried with me some of the passion and excitement that you rubbed on my shoulders. As I said last week, we came here because we believed in your potential to be not only the best company in India, but the best fintech company in the world. While you have seen success, I could clearly see the hunger in you to do more. We are here to give wings to your individual career ambitions and collective Team aspirations, while constantly working towards changing the world around us through technology. You empower the poorest of the poor in India to do amazing things with your creations. I know it can sound hyperbolic - and yet it’s true. We are here because you have an unprecedented opportunity and tremendous team spirit to make an impact.

As we start a new phase of our journey together, I wanted to share some background about myself and what inspires and motivates me. Who am I?

I am 39. I’ve been married for 8 years and we have a daughter who goes to second grade here in Cupertino. And like anyone else, a lot of what I do and how I think has been shaped by my overall life experiences. I have juggled diverse careers in the past­ metallurgist, career diplomat, patent consultant, AI engineer, and a serial­entrepreneur. I have travelled more than 50 countries. Many who know me say I am driven by curiosity and thirst for learning. I sign up for more online courses than I can complete, buy more books than I can finish. As Mahatma Gandhi said, “Live as if you were to die tomorrow. Learn as if you were to live forever.”

Why are we here?

I believe over the next decade technology will become even more ubiquitous and business intelligence will no longer be the name of any department. Both will melt together with our day and day business operations. This will be made possible by an ever­growing network of our retailers and end­consumers, incredible computing capacity from the cloud, insights from big data, and intelligence from machine learning. This is a critical time for the industry and for MoneyonMobile. Our industry does not respect tradition - it only respects innovation. Our biggest priority in the coming months will be to empower you to learn and innovate. Our job is to ensure that MoneyonMobile thrives in a mobile and cloud­first world.

How do we start our journey together? To quote Terry Pratchett, the famous British novelist, “A lie can run round the world before the truth has got its boots on.”

Our journey should start with shielding ourselves from lies, building a culture of trust, having a clarity of purpose and sense of mission that will lead us to imagine the impossible and deliver it. Each one of us needs to do our best work, lead and help drive cultural change. We need to prioritize innovation and learning.

Finally, I truly believe that each of us must find meaning in our work. The best work happens when you know that it’s not just work, but something that will improve your personal and other people’s lives.

Many companies aspire to change the world. But very few have all the elements required: incredible talent, team spirit, a great product and now an investor who sincerely believes in your vision and is committed to stand by you. MoneyonMobile has all the elements in place to be a great company. And as a partner in your journey, I can’t ask for a better foundation. Let’s build on this foundation together.

Ash has been a life and business mentor for me as I strive to do better. I am sure as chief mentor he will keep guiding us as we grow. All the best Abhi

-------------------------------------------

Abhi Verma | Group Founder & CEO

LexInnova Technologies

LexInnova | LexInsight

19925 Stevens Creek Blvd., Suite 100, Cupertino, CA 95014

Cell: 781-666-9280 | LinkedIn