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”);

 

 

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.

 

 

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.

 

 

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.

 

 

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.

 

 

 

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.

 

 

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.

 

 

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

 

 

 

 

 

 

 

 

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