Exhibit 10.6 


 





CONSULTING
AGREEMENT 


 


This
Consulting Agreement (the “Agreement”) is made as of November 9, 2018, (“Effective Date”),
by and between One Horizon Group, Inc. (NASDAQ: OHGI), a Delaware Corporation with an office and place of business located at
34 South Molton Street, London W1K 5RG UK (“OHGI” or the “Company”), and One
Percent Investments, Inc. with an address at 330 Clematis Street, Suite 217, West Palm Beach, FL 33401 (“Consultant”).
The Company and/or the Consultant may each be referred to herein as a “Party,” and collectively as the
“Parties.”


 


WHEREAS,
the Company is exploring potential strategic alliances and/or business transactions to acquire additional technology for data
analytics in advancement of its business growth;


 


WHEREAS,
Consultant has experience working with digital technology companies and performing related research and evaluation and has introduced
the Company to a number of potential strategic alliances, which may lead to the completion of business transactions and Consultant
has also been advising the Company in regards to expansion of its professional staff in support of the same;


 


NOW
THEREFORE, the Company has requested that consultant undertake these services at the direction of the Company and engage in
related activities (“Consulting Services”); and the Company agrees to retain the Consultant to provide
the Consulting Services and the Consultant will provide the Consulting Services for the “Term” (as defined
in Section 1) of this Agreement;


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, and for other good and valuable
consideration, the receipt and sufficiency of which is acknowledged, and intending to be legally bound hereby, the Consultant
and the Company agree as follows:


 


1.             TERM.
This Agreement shall commence upon receipt of the Compensation st forth in Section 4(a) and shall extend thereafter for
an initial period of six (6) months (“Term”). Unless immediate termination is otherwise specifically
permitted herein or by applicable law (e.g. for material breach), the Company may cancel this Agreement by providing thirty
(30) calendar days written notice to Consultant (“Termination Notice”). Notwithstanding, in the event
of termination, the Compensation (Section 4) shall be immediately due and payable.


 


2.
            CONSULTING SERVICES. The Company expressly
acknowledges and agrees that the Consulting Services are to be performed in a commercially reasonable manner and are not legal
or broker-dealer services and that the execution of this Agreement does not guaranty any particular success or result.


 


3.             APPROVAL
OF INFORMATION. The Company shall furnish the Consultant with such information as is reasonably required in order for
the Consultant to perform its duties hereunder (all such information so furnished, “Information”). The
Company recognizes and confirms that the Consultant (i) will use, and rely primarily on, the Information and information available
from generally recognized public sources (“Public Information”) in rendering the Consulting Services
without having independently verified the same, (ii) does not assume responsibility for the accuracy of completeness of the Information
and Public Information, (iii) will not make an appraisal of any assets of the Company, and/or (iv) will provide the Consulting
Services based on the Information and the Public Information.


 






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It
is the Company’s responsibility to make certain that the Information to be furnished by the Company, when delivered, will
be true and correct in all material respects and will not contain any misstatement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under
which they were made, not misleading. The Company shall promptly notify the Consultant of any material inaccuracy or misstatement
in, or material omission from, any Information theretofore delivered to the Consultant, or in any Public Information to the extent
that the Company is aware of the same.


 


		4.	COMPENSATION.



 


For
the Consulting Services rendered during the Term, the following “Compensation” shall be due and owing
the Consultant from the Company:


 


		a)	The
                                         Company shall issue and immediately and irrevocably deliver to the Consultant One Million
                                         Two Hundred and Fifty Thousand (1,250,000) shares of OHGI Common Stock (“Consultant
                                         Shares”).



 


		b)	At
                                         no time may Consultant be deemed to be the beneficial owner of more than 4.99% of OHGI’s
                                         Common Stock, as determined under the beneficial ownership rules of the Securities Exchange
                                         Commission (“SEC”) by virtue of the ownership by Consultant of OHGI Common
                                         Stock (“4.99% Blocker”).



 


		c)	Upon
                                         closing of any transaction for which the Consulting Services have been provided, and
                                         also subject to the 4.99% Blocker, Consultant shall be issued an additional Five Hundred
                                         Thousand (500,000) shares of OHGI Common Stock (“Subsequent Consultant Shares”).



 


		d)	Subject
                                         to the 4.99% Blocker, the Company agrees to register the Consultant Shares and any Subsequent
                                         Consultant Shares within thirty (30) days from the issuance of the same pursuant to Company-filed
                                         S-3 Registration Statement(s).



 


		e)	Unless
                                         otherwise indicated in this Agreement, Subsequent Consultant Shares shall be issued to
                                         Consultant within ten (10) business days from the closing of any strategic alliance or
                                         transaction.



 


		f)	As
                                         may be applicable, the Company agrees to take any and all action(s) necessary to clear
                                         of restriction the Consultant Shares and any and all Subsequent Consultant Shares awarded
                                         to the Consultant under this Section 4 upon presentation of any Rule 144
                                         application by the Consultant or its broker, including, without limitation, (i) authorizing
                                         the Company’s transfer agent to remove the restrictive legend on the Consultant
                                         Shares or any and all Subsequent Consultant Shares;



 






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		(ii)	expediting
                                         the acquisition of a legal opinion from the Company’s authorized counsel at Company’s
                                         expense (or, in the event the Consultant uses its own counsel, at the Company’s
                                         expense up to $500) favorably opining as to the removal of the restrictive legend; and



 


		(iii)	cooperating
                                         and communicating with the Consultant and its broker in order to use the Company’s
                                         commercially reasonable efforts to clear the Consultant Shares and any and all Subsequent
                                         Consultant Shares of restriction as soon as possible after presentation of a Rule 144
                                         application by the Consultant or its broker to either the Company or its transfer agent.
                                         Further, the Company agrees not to unreasonably withhold or delay the approval of any
                                         application filed by the Consultant or its broker under Rule 144 to clear the Consultant
                                         Shares or any and all Subsequent Consultant Shares of restriction.



 


		g)	The
                                         Parties shall negotiate and agree in good faith regarding the Consultant’s Compensation
                                         for any Consulting Services to be provided beyond the scope of this Agreement and/or
                                         the Term depending upon the Company’s needs at such time and the services being
                                         requested.



 


5.             LIMITATION
OF ENGAGEMENT. The Company acknowledges that the Consultant is providing the Consulting Services as an independent contractor.


 


6.             CONFIDENTIALITY.
Other than as required by applicable law, neither the Consultant nor any of its employees, agents, and/or officers or directors
shall disclose any knowledge or information they have obtained in the course of performing the Consulting Services, if such knowledge
or information concerns the confidential or non-public affairs of the Company, without the Company’s prior consent. The
existence of this Agreement is also privileged and confidential subject to applicable Securities Laws.


 


		7.	COMPLIANCE
                                         AND GOVERNING LAW.



 


		a)	OHGI,
                                         in connection with the issuance of any stock to Consultant hereunder, as may be applicable,
                                         shall be responsible for any and all compliance with applicable Securities Laws, rules
                                         and regulations.



 


		b)	Company
                                         recognizes that failure to timely make its filings under the Securities Exchange Act
                                         of 1934 (“Exchange Act”) will materially hinder the effectiveness
                                         of the Consulting Services and will constitute automatic grounds for cancellation by
                                         the Consultant and all Compensation paid to the Consultant up to and including the date
                                         of such failure shall be deemed fully earned by the Consultant as of such date.



 


		c)	This
                                         Agreement shall be governed by and construed in accordance with the laws of the State
                                         of Florida applicable to agreements made and to be fully performed therein. Any disputes
                                         that arise under this Agreement, even after the termination of this Agreement, will be
                                         heard only in the courts located in Palm Beach County, Florida. The Parties expressly
                                         agree to submit themselves to and expressly waive any rights they may have to contest
                                         the jurisdiction, venue or authority of any such courts.



 






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		d)	It
                                         is specifically understood that the Consultant is not and does not hold itself out to
                                         be a ‘broker/dealer’ as that term is understood in applicable law (including
                                         the ‘Paul Anka’ SEC no-action letter dated July 24, 1991, and the ‘Country
                                         Business, Inc.’ SEC no-action letter dated November 8, 2006) in reference to the
                                         Company procuring financing sources and merger and/or acquisition candidates, and the
                                         Consultant does not normally provide such services.



 


		e)	Any
                                         Compensation obligation hereunder shall survive the merger, acquisition or other change
                                         in the form of entity of the Company and to the extent it remains unfulfilled, shall
                                         be assigned and transferred to any successor to the Company.



 


		f)	It
                                         is understood and agreed that the Company and not the Consultant is responsible to perform
                                         any and all due diligence on any broker/dealer, lender, merger or acquisition candidate,
                                         strategic partner or transaction introduced to the Company by the Consultant under this
                                         Agreement prior to the Company receiving funds or closing any transaction.



 


8.
            NOTICE. All notices and correspondence hereunder
shall be in writing and sent by e-mail or FedEx to the applicable Party at the addresses set forth above.


 


9.
            INDEMNIFICATION. The Company agrees to indemnify,
defend and hold harmless the Consultant, its officers, directors, members, employees, affiliates, and agents against all losses,
expenses, damages and costs, including reasonable attorneys’ fees, resulting from any act, action or omission, arising out
of or related to the services provided by Consultant under this Agreement, except for acts of the Consultant of willful misconduct
or gross negligence related to this Agreement.


 


10.
          LIMITATIONS. Any liability of the Consultant, its officers,
directors, members, employees, affiliates, agents or representatives shall not exceed ten percent (10%) of the initial value in
United States Dollars of the Compensation actually paid to the Consultant by the Company pursuant to Section 4 of this
Agreement.


 


11.          
EXPENSES. The Company will reimburse the Consultant for its receipted expenses approved by the Company in advance,
including, but not limited to, expenses relating to the Consultant’s travel and lodging, which expenses during the Term
shall not exceed fifty thousand dollars ($50,000). The Consultant shall always seek advance approval from the Company for any
single expense that exceeds five thousand dollars ($5,000). The Company shall also reimburse Consultant upon presentation of any
expenses incurred by the Consultant for collection of any Compensation due to the Consultant under Section 4 of this Agreement,
including but not limited to reasonable attorneys’ fees and court costs. Reimbursement shall be made within fifteen (15)
business days following the receipt by the Company of the Consultant’s invoice related to any such expenses.


 






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12.          
MISCELLANEOUS. This Agreement shall not be modified or amended except in writing signed by the Parties; shall be
binding upon and inure to the benefit of the Parties and their respective assigns or successors; and constitutes the entire agreement
of the Parties and supersedes any prior agreements. If any provision of this Agreement is determined to be invalid or unenforceable
in any respect, such determination will not affect such provision in any other respect, and the remainder of the Agreement shall
remain in full force and effect. This Agreement may be executed in counterparts (including e-mail scans) each of which shall be
deemed an original but all of which together shall constitute one and the same instrument.


 


One
Horizon Group, Inc. represents and warrants that all of the Consultant Shares and any and all Subsequent Consultant Shares shall
be or will have been validly issued, fully paid and non-assessable and that the Company’s Board of Directors has or shall
have duly authorized the issuance and transfer thereof to Consultant. The Company agrees to promptly file this Agreement
with the appropriate governing bodies and to reference the same in its next Exchange Act filing. 


 


IN
WITNESS WHEREOF, the Parties below have each caused this Agreement to be executed as of the date first set forth above.


 





	One Percent Investments, Inc.	One Horizon Group, Inc.
	 	 	 	 	 	 
	By:	/s/ Mark
    Peikin	 	By:	/s/ Martin
    Ward	 
	Name: Mark Peikin	 	Name: Martin Ward	 
	Duly Authorized	 	Title: CFO	 
	 	 	 	Duly Authorized	 







 






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