Exhibit 10.1 


 


EXCHANGE
AGREEMENT


 


Dated
as of February 20, 2019


 


This
Exchange Agreement, (the “Agreement”) is entered into as of the date first set forth above (the “Effective
Date”), by and among (i) One Horizon Group, Inc., a Delaware corporation (“OHGI”); (ii) MAHAM LLC,
a Florida limited liability company (“Company”), (iii) all of the members of the Company (“Members”);
and Skylar Hauswirth as the representative of the Members (the “Members’ Representative”). Each of OHGI,
the Company, each Member and the Members’ Representative may be referred to herein collectively as the “Parties”
and separately as a “Party.”


 


Preliminary
Statements


 


WHEREAS,
OHGI is a publicly traded corporation whose shares of common stock, par value $0.0001 per share (“OHGI Common Stock”),
are listed on the NASDAQ Capital Market (“NASDAQ”) and registered under Section 12(b) of the Securities Exchange
Act of 1934, as amended (“Exchange Act”);


 


WHEREAS,
the Members own all of the outstanding membership interests in the Company (the “Company Member Interests”);


 


WHEREAS,
OHGI desires to acquire from each Member, and each Member desires to sell and transfer to OHGI, a number of Company Member Interests
representing fifty-one percent (51%) of the fully diluted Company Member Interests held by such Member, so as to be a total of
fifty-one percent (51%) of all of the Company Member Interests, in exchange for the issuance to the Members of shares of OHGI
Common Stock as set forth in Section 4.01, on the terms and subject to the conditions set forth herein (the “Exchange”
and, together with the other transactions contemplated herein, the “Transactions”);


 


WHEREAS,
the board of directors of OHGI (“Board of OHGI”) and the Managers of the Company (“Board of the Company”)
have determined that the Transactions are desirable and in the best interests of OHGI and its shareholders and the Company and
the Members; and


 


WHEREAS,
this Agreement is being entered into for the purpose of setting forth the terms and conditions of the Exchange;


 


NOW
THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and
the mutual benefits to the Parties to be derived here from, and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:


 






     


     


    

 


Article
I. REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE COMPANY


 


As
an inducement to the consummation of the Exchange, the Company and the Members (collectively, the “Company Parties”),
jointly and severally, represent and warrant to OHGI, except as set forth in the schedules of exceptions to the representations
of the Company Parties annexed hereto (“Company Disclosure Schedules”), as of the date hereof and the Closing
Date (as defined in Section 4.02), as follows:


 


Section
1.01   Organization and Qualification.


 


		(a)	The
                                         Company is duly organized, validly existing, and in good standing under the laws of the
                                         State of Florida and has the power and is duly authorized under all applicable laws,
                                         regulations, ordinances and orders of public authorities, to carry on its business in
                                         all material respects as it is now being conducted. The Company has not qualified to
                                         do business in any State other than Florida. To the knowledge of the Company, no proceeding
                                         has been instituted in any jurisdiction revoking, limiting or curtailing or seeking to
                                         revoke, limit or curtail the power and authority or qualification of the Company within
                                         such jurisdiction.



 


		(b)	The
                                         execution and delivery of this Agreement does not, and the consummation of Transactions
                                         will not, violate any provision of Company Charter Documents (as defined below). The
                                         Company has taken all actions required by law, the Company Charter Documents, or otherwise
                                         to authorize the execution and delivery of this Agreement. The Company has full power,
                                         authority, and legal capacity to consummate the transactions herein contemplated.



 


Section
1.02   Power and Authority. The Company has all requisite power and authority to execute, deliver and perform
its obligations under this Agreement and to consummate Transactions.


 


Section
1.03   Authorization of Agreement; Due Execution and Delivery; Binding Agreement. The execution, delivery
and performance of this Agreement by the Company, and the consummation of Transactions, have been duly authorized by the Members
of the Company, and the Company has recommended that the Members accept the Exchange. This Agreement has been duly executed and
delivered on behalf of the Company. This Agreement constitutes a valid and binding obligation of the Company and the Members,
enforceable in accordance with its terms, except that such enforcement may be limited by bankruptcy, insolvency or other similar
laws affecting the enforcement of creditors, rights generally, and subject to the qualification that the availability of equitable
remedies is subject to the discretion of the court before which any proceeding therefore may be brought.


 


Section
1.04   No Conflict. The execution of this Agreement and the consummation of the Transactions (i) will not
violate any provision of the Company Charter Documents; (ii) will not, with or without notice, lapse of time or both, result in
the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of any indenture,
mortgage, deed of trust, or other material agreement, or instrument to which the Company is a party or to which any of its assets,
properties or operations are subject; (iii) violate any provision of law, statute, rule, regulation or executive order to which
the Company is subject; or (iv) violate any judgment, order, writ or decree of any court applicable to the Company.


 


Section
1.05   Company Member Interests. As of the date hereof, the only Company Member Interests issued and outstanding
are those owned by the Members party hereto, all of which are owned by the Members in the amounts and percentages set forth on
the capitalization table as provided by the Company to OHGI on the Effective Date (the “Capitalization Table”). None
of the outstanding Company Member Interests were issued in violation of the preemptive or other rights of any Members or other
person or entity.


 






     


     


    

 


Section
1.06   Derivative Securities. There are no existing options, warrants, calls, or commitments of any character
giving any person or entity the right to acquire any Company Member Interests.


 


Section
1.07   Liabilities. Section 1.07 of the Company Disclosure Schedules sets forth, as of the Effective Date,
separately, (i) a true, correct and complete list of all outstanding loans, lines of credit and other indebtedness incurred by
the Company, inclusive of any outstanding loans, lines of credit and other indebtedness incurred by the Company, the repayment
obligations for which are secured by any of the Company’s assets; (ii) with respect to each loan described in the foregoing
clause, the remaining amounts due thereunder as of the date hereof and (iii) any other Liabilities of the Company. For purposes
herein, “Liabilities” means any liabilities, obligations or commitments of any nature whatsoever, asserted
or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise, including without
limitation any penalties, interest and/or excise tax as may be applicable.


 


Section
1.08   Litigation and Proceedings. There are no actions, suits, proceedings, or investigations pending or,
to the knowledge of the Company after reasonable investigation, threatened, by or against the Company or affecting the Company
or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign,
or before any arbitrator of any kind. The Company does not have any knowledge of any material default on its part with respect
to any judgment, order, injunction, decree, award, rule, or regulation of any court, arbitrator, or governmental agency or instrumentality
or of any circumstances which, after reasonable investigation, would result in the discovery of such a default.


 


Section
1.09   Compliance. The Company to its knowledge is not: (i) in default under or in violation of (and no
event has occurred that has not been waived that, with notice, lapse of time or both, would result in a default by the Company
under), nor has the Company received notice of a claim that it is in default under or that it is in violation of, any indenture,
loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is
bound (whether or not such default or violation has been waived); (ii) in violation of any judgment, decree or order of any court,
arbitrator or other governmental authority; or (iii) or has not been, in violation of any statute, rule, ordinance or regulation
of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, registration
as a charitable organization, and employment and labor matters, except in each case as could not have or reasonably be expected
to result in a material adverse effect: (A) on the legality, validity or enforceability of this Agreement; (B) on the results
of operations, assets, business, prospects or condition (financial or otherwise) of the Company; or (C) on the ability of the
Company or the Members to perform in any material respect on a timely basis, his, her or its obligations under this Agreement
(any of (i), (ii) or (iii), a “Material Adverse Effect”).


 


Section
1.10  Regulatory Permits. The Company possess all certificates, authorizations and permits issued by the appropriate
federal, state, local or foreign regulatory authorities necessary to conduct its businesses as presently conducted, except as
set forth in Section 1.01 and where the failure to possess such permits could not reasonably be expected to result in a Material
Adverse Effect (“Material Permits”), and the Company has not received any notice of proceedings relating to
the revocation or modification of any Material Permit.


 






     


     


    

 


Section
1.11  Contracts.


 


		(a)	Section
                                         1.11(a) of the Company Disclosure Schedules contains a list of all contracts, agreements,
                                         franchises, license agreements, debt instruments or other commitments to which the Company
                                         is a party or by which it or any of its assets, products, technology, or properties are
                                         bound other than those incurred in the ordinary course of business. In the case of oral
                                         agreements, Section 1.11(a) of the Company Disclosure Schedules contains a description
                                         thereof.



 


		(b)	All
                                         contracts, agreements, franchises, license agreements, and other commitments to which
                                         the Company is a party or by which its properties are bound and which are material to
                                         the operations of the Company taken as a whole are valid and enforceable by the Company
                                         in all respects, except as limited by bankruptcy and insolvency laws and by other laws
                                         affecting the rights of creditors generally;



 


		(c)	The
                                         Company owns, licenses or has rights to use any and all intellectual property and technology
                                         used in the Company’s business, and to its knowledge the Company’s use of
                                         such intellectual property or technology does not infringe upon the intellectual property
                                         rights of any third party; and



 


		(d)	Except
                                         as included or described in Section 1.11(a) of the Company Disclosure Schedules, the
                                         Company is not a party to any oral or written (i) contract for the employment of any
                                         officer or employee; (ii) profit sharing, bonus, deferred compensation, stock option,
                                         severance pay, pension benefit or retirement plan; (iii) agreement, contract, or indenture
                                         relating to the borrowing of money; (iv) guaranty of any obligation; (vi) collective
                                         bargaining agreement; or (vii) agreement with any present or former officer or manager
                                         of the Company, which, in each case cannot be terminated by the Company on notice of
                                         no more than thirty (30) days at a cost of no more than $30,000.



 


Section
1.12  Bank Accounts; Power of Attorney. Section 1.12 of the Company Disclosure Schedules sets forth a true and
complete list of (i) all accounts with banks, money market mutual funds or securities or other financial institutions maintained
by the Company within the past twelve (12) months, the account numbers thereof, and all persons authorized to sign or act on behalf
of the Company; (ii) all safe deposit boxes and other similar custodial arrangements maintained by the Company within the past
twelve (12) months; (iii) the check ledger for the last twelve (12) months, and (iv) the names of all persons holding powers of
attorney from the Company or who are otherwise authorized to act on behalf of the Company with respect to any matter, other than
its officers and managers, and a summary of the terms of such powers or authorizations.


 


Section
1.13  No Brokers. Except as disclosed to OHGI, the Company has not retained any broker or finder in connection
with any of the Transactions, and has not incurred or agreed to pay, or taken any other action that would entitle any person to
receive, any brokerage fee, finder’s fee or other similar fee or commission with respect to any of the Transactions.


 






     


     


    

 


Section
1.14  Disclosure. All disclosure provided to OHGI regarding the Company, its business and Transactions, including
the Company Disclosure Schedules to this Agreement, furnished by or on behalf of the Company with respect to the representations
and warranties made herein are true and correct with respect to such representations and warranties and do not contain any untrue
statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light
of the circumstances under which they were made, not misleading. In the event that the Company Disclosure Schedules are not delivered
contemporaneously with the execution of this Agreement, they shall be delivered prior to the Closing Date. The Company acknowledges
and agrees that OHGI has not made, nor is OHGI making, any representations or warranties with respect to Transactions other than
those specifically set forth herein.


 


Article
II. REPRESENTATIONS AND WARRANTIES OF THE MEMBERS


 


Each
Member hereby represents and warrants to OHGI, severally and not jointly and severally, and solely with respect to the Exchanged
Interests being exchanged by such Member and the Exchange Shares to be received by such Member, as follows.


 


Section
2.01  Good Title. Such Member is the record and beneficial owner, and has good title to the Company Member Interests
set forth opposite his, her or its name on the Capitalization Table, with the right and authority to sell and deliver such Company
Member Interests, free and clear of all liens, claims, charges, encumbrances, pledges, mortgages, security interests, options,
rights to acquire, proxies, voting trusts or similar agreements, restrictions on transfer or adverse claims of any nature whatsoever
(collectively. “Liens”). None of the Company Member Interest held by such Member is subject to pre-emptive or similar
rights, either pursuant to any Company Charter Document, requirement of law or any contract, and such Member does not have any
pre-emptive rights or similar rights to purchase or receive any Company Member Interest or other interests in the Company. Such
Member has the power and authority to transfer the Company Member Interests set forth opposite his, her or its name on the Capitalization
Table to the Company as contemplated pursuant to the terms of this Agreement and upon delivery of any certificate or certificates
duly assigned, representing the same as herein contemplated and/or upon registering OHGI or its designee as the new owner of such
Company Member Interests in the records maintained by the Company listing the names of Members and their respective ownership
of Company Member Interests, OHGI or its designee will receive good title to such Company Member Interests, free and clear of
all Liens.


 


Section
2.02  Existence and Power. Such Member is a natural person or is an entity duly organized, validly existing,
and in good standing under the laws of the state of its organization, and has the full power and is duly authorized under all
applicable laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects as
it is now being conducted and to enter into this Agreement and fulfill its obligations herein.


 


Section
2.03  Power and Authority. Such Member has the legal power, capacity and authority to execute and deliver this
Agreement, to consummate the Transactions, and to perform such Member’s obligations under this Agreement. This Agreement
constitutes a legal, valid and binding obligation of the Member, enforceable against the Member in accordance with the terms hereof.


 






     


     


    

 


Section
2.04  No Conflicts. The execution and delivery of this Agreement by the Member and the performance by the Member
of his, her or its obligations hereunder in accordance with the terms hereof (i) will not require the consent of any third party
or governmental entity under any applicable laws; (ii) will not violate any laws applicable to the Member and (iii) will not violate
or breach any contractual obligation to which the Member is a party, including without limitation, the Operating Agreement.


 


Section
2.05  Member is Acquiring Exchange Shares for Investment and is an Accredited Investor.


 


		(a)	The
                                         Member is acquiring the Exchange Shares (as defined below) for investment for such Member’s
                                         own account and not as a nominee or agent, and not with a view to the resale or distribution
                                         of any part thereof, and such Member has no present intention of selling, granting any
                                         participation in, or otherwise distributing the same. The Member further represents that
                                         he, she or it does not have any contract, undertaking, agreement or arrangement with
                                         any person to sell, transfer or grant participation to such person or to any third person,
                                         with respect to any of the Company Member Interests.



 


		(b)	The
                                         Member represents and warrants that such Member (i) can bear the economic risk of such
                                         Member’s respective investments, and (ii) possesses such knowledge and experience
                                         in financial and business matters that such Member is capable of evaluating the merits
                                         and risks of the investment in OHGI and OHGI Common Stock.



 


		(c)	The
                                         Member represents that he, she or it is an “accredited investor” (an “Accredited
                                         Investor”) as that term is defined in Rule 501 of Regulation D (“Regulation
                                         D”) promulgated by the Securities and Exchange Commission (“SEC”) under
                                         Section 4(a)(2) of the Securities Act of 1933, as amended (“Securities Act”),
                                         and that such Member understands and acknowledges that OHGI is relying upon such representation
                                         to qualify for the exemption from the registration requirements of the Securities Act
                                         pursuant to Rule 506 of Regulation D, and that each certificate representing the Exchange
                                         Shares shall be endorsed with the following legends, in addition to any other legend
                                         required to be placed thereon by applicable federal or state securities laws:



 


“THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (TOGETHER
WITH THE RULES AND REGULATIONS THEREUNDER, THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.”


 


		(d)	The
                                         Member acknowledges that neither the SEC nor the securities regulatory body of any other
                                         jurisdiction, has received, considered or passed upon the accuracy or adequacy of the
                                         information and representations made in this Agreement.



 






     


     


    

 


		(e)	The
                                         Member acknowledges that he, she or it has carefully reviewed such information as such
                                         Member has deemed necessary to evaluate an investment in OHGI and the OHGI Common Stock.
                                         The Member acknowledges that such Member has been furnished all materials that he, she
                                         or it has requested relating to OHGI and the issuance of the Exchange Shares hereunder,
                                         and that such Member has been afforded the opportunity to ask questions of OHGI’s
                                         representatives to obtain any information necessary to verify the accuracy of any representations
                                         or information made or given to the Members. Notwithstanding the foregoing, nothing herein
                                         shall derogate from or otherwise modify the representations and warranties of OHGI set
                                         forth in this Agreement, on which each of the Members has relied in making an exchange
                                         of his, her or its Company Member Interests for the Exchange Shares.



 


		(f)	The
                                         Member understands that the Exchange Shares may not be sold, transferred, or otherwise
                                         disposed of without registration under the Securities Act or an exemption therefrom,
                                         and that in the absence of an effective registration statement covering the Exchange
                                         Shares or any available exemption from registration under the Securities Act, the Exchange
                                         Shares may have to be held indefinitely. Such Member understands that (i) the sale or
                                         re-sale of the Exchange Shares has not been and is not being registered under the Securities
                                         Act or any applicable state securities laws, and the Exchange Shares may not be transferred
                                         unless (a) the Exchange Shares are sold pursuant to an effective registration statement
                                         under the Securities Act, (b) such Member shall have delivered to OHGI, at the cost of
                                         such Member, an opinion of counsel that shall be in form, substance and scope customary
                                         for opinions of counsel in comparable transactions to the effect that the Exchange Shares
                                         to be sold or transferred may be sold or transferred pursuant to an exemption from such
                                         registration, which opinion shall be accepted by OHGI, (c) the Exchange Shares are sold
                                         or transferred to an “affiliate” (as defined in Rule 144 promulgated under
                                         the Securities Act (or a successor rule) (“Rule 144”)) of such Member
                                         who agree to sell or otherwise transfer the Exchange Shares only in accordance with this
                                         Section 2.05 and who is an Accredited Investor, (d) the Exchange Shares are sold pursuant
                                         to Rule 144, or (e) the Exchange Shares are sold pursuant to Regulation S under the Securities
                                         Act (or a successor rule) (“Regulation S”), and such Member shall
                                         have delivered to OHGI, at the cost of such Member, an opinion of counsel that shall
                                         be in form, substance and scope customary for opinions of counsel in corporate transactions,
                                         which opinion shall be accepted by OHGI; (ii) any sale of such Exchange Shares made in
                                         reliance on Rule 144 may be made only in accordance with the terms of said Rule and further,
                                         if said Rule is not applicable, any re-sale of such Exchange Shares under circumstances
                                         in which the seller (or the person through whom the sale is made) may be deemed to be
                                         an underwriter (as that term is defined in the Securities Act) may require compliance
                                         with some other exemption under the Securities Act or the rules and regulations of the
                                         SEC thereunder; and (iii) neither OHGI nor any other person is under any obligation to
                                         register such Exchange Shares under the Securities Act or any state securities Laws or
                                         to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding
                                         the foregoing or anything else contained herein to the contrary, the Exchange Shares
                                         may be pledged as collateral in connection with a bona fide margin account or other lending
                                         arrangement.



 


		(g)	Such
                                         Member agrees that, notwithstanding anything contained herein to the contrary, the warranties,
                                         representations, agreements and covenants of such Member under this Section 2.05 shall
                                         survive the Closing for the period set forth in Section 10.01.



 






     


     


    

 


Section
2.06  Brokers. Except as disclosed to OHGI, such Member has not retained any broker or finder in connection with
any of the Transactions, and such Member has not incurred or agreed to pay, or taken any other action that would entitle any person
to receive, any brokerage fee, finder’s fee or other similar fee or commission with respect to any of the Transactions.


 


Section
2.07  Disclosure. All disclosure provided to OHGI regarding such Member and Transactions is true and correct
with respect to such representations and warranties and do not contain any untrue statement of a material fact or omit to state
any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were
made, not misleading. Such Member acknowledges and agrees that OHGI has not made, nor is OHGI making, any representations or warranties
with respect to Transactions other than those specifically set forth herein.


 


Article
III. REPRESENTATIONS, COVENANTS, AND WARRANTIES OF OHGI


 


As
an inducement to, and to obtain the reliance of the Company and the Members, except as set forth in the schedules of exceptions
to the representations of OHGI annexed hereto (“OHGI Disclosure Schedules”), OHGI represents and warrants,
as of the date hereof and as of the Closing Date, as follows:


 


Section
3.01  Organization. OHGI is a corporation duly incorporated, validly existing, and in good standing under the
laws of Delaware and has the corporate power and is duly authorized under all applicable laws, regulations, ordinances, and orders
of public authorities to carry on its business in all material respects as it is now being conducted. OHGI has made available
to the Company or there has been available on EDGAR complete and correct copies of the certificate of incorporation and bylaws
of OHGI as in effect on the date hereof. The execution and delivery of this Agreement does not, and the consummation of Transactions
will not, violate any provision of OHGI’s certificate of incorporation or by-laws. OHGI has taken all action required by
law, its certificate of incorporation and by-laws, or otherwise to authorize the execution and delivery of this Agreement, and
OHGI has full power, authority, and legal right and has taken all action required by law, its certificate of incorporation and
by-laws, or otherwise to consummate the transactions herein contemplated, except that if the issuance of the OHGI Common Stock
exceeds Nineteen and Nine-Tenths percent (19.9%) of the outstanding shares of OHGI outstanding on the Closing Date or the date
of issuance, the issuance of OHGI Common Stock will require the consent of shareholders holding at least a majority of the voting
power of OHGI’s then outstanding capital stock.


 


Section
3.02  Capitalization. 


 


		(a)	OHGI’s
                                         authorized capitalization consists of 200,000,000 shares of OHGI Common Stock, of which
                                         not more than 90,000,000 shares are issued and outstanding as of the Effective Date,
                                         and 50,000,000 shares of preferred stock, par value $0.0001 per share, of which no shares
                                         are issued and outstanding as of the Effective Date. All issued and outstanding shares
                                         are legally issued, fully paid, and non-assessable and not issued in violation of the
                                         preemptive or other rights of any person. All outstanding shares OHGI Common Stock have
                                         been issued and granted in compliance with all applicable securities laws and (in all
                                         material respects) other applicable laws and regulations.



 






     


     


    

 


		(b)	Except
                                         as contemplated by this Agreement, and as have or will be disclosed in the SEC Reports
                                         (as defined in Section 3.04) and except as set forth in Section 3.02(b) of the OHGI Disclosure
                                         Schedules, there is no voting trust, proxy, rights plan, anti-takeover plan or other
                                         agreement or understanding to which OHGI is a party or by which it is bound with respect
                                         to any equity security of any class of OHGI, and there are no agreements to which OHGI
                                         is a party, or which OHGI has knowledge of, that conflict with this Agreement or the
                                         Transactions or otherwise prohibit the consummation of the Transactions.



 


		(c)	Except
                                         as contemplated by this Agreement, and as have or will be disclosed in the SEC Reports
                                         and except as set forth in Section 3.02(c) of the OHGI Disclosure Schedules, there are
                                         no registration rights agreements to which OHGI is a party, or which OHGI has knowledge
                                         of, which conflict with this Agreement or the Transactions or otherwise prohibit the
                                         consummation of the Transactions.



 


Section
3.03  Subsidiaries and Predecessor Corporations. Except as disclosed in the SEC Reports, OHGI does not have any
predecessor corporation, no subsidiaries, and does not own, beneficially or of record, any shares of any other corporation.


 


Section
3.04  SEC Filings; Financial Statements.


 


		(a)	OHGI
                                         has made available to the Company and the Members, or there has been available on EDGAR,
                                         correct and complete copies of each report, registration statement and definitive proxy
                                         statement filed by OHGI with the SEC since January 1, 2015 (“SEC Reports”).
                                         As of their respective dates, the SEC Reports: (i) were prepared in accordance and complied
                                         in all material respects with the requirements of the Securities Act or the Exchange
                                         Act, as the case may be, and the rules and regulations of the SEC thereunder applicable
                                         to such SEC Reports; and (ii) did not at the time they were filed (and if amended or
                                         superseded by a filing prior to the date of this Agreement then on the date of such filing
                                         and as so amended or superseded) contain any untrue statement of a material fact or omit
                                         to state a material fact required to be stated therein or necessary in order to make
                                         the statements therein, in light of the circumstances under which they were made, not
                                         misleading.



 


		(b)	Included
                                         in the SEC Reports are the audited consolidated balance sheets of OHGI as of December
                                         31, 2017, and 2016, and the related audited consolidated statements of operations, stockholders’
                                         equity and cash flows for December 31, 2017 and 2016, together with the notes to such
                                         statements and the opinion of its independent certified public accountants, with respect
                                         thereto; and the unaudited consolidated balance sheets of OHGI as of September 30, 2018
                                         and 2017, and the related unaudited consolidated statements of operations and cash flows
                                         for the three (3) months and nine (9) months ended September 30, 2018, and 2017, together
                                         with the notes to such statements.



 


		(c)	Each
                                         set of financial statements (including, in each case, any related notes thereto) contained
                                         in the SEC Reports comply as to form in all material respects with the published rules
                                         and regulations of the SEC with respect thereto, were prepared in accordance with U.S
                                         generally accepted accounting principles as in effect from time to time, consistently
                                         applied throughout the periods involved (“GAAP”) except as may be
                                         indicated in the notes thereto and each fairly presents in all material respects the
                                         financial position of OHGI at the respective dates thereof and the results of its operations
                                         and cash flows for the periods indicated, except that the unaudited interim financial
                                         statements were or are subject to normal adjustments, which were not or are not expected
                                         to have a Material Adverse Effect upon the business, prospects, management, properties,
                                         operations, condition (financial or otherwise) or results of operations of OHGI, taken
                                         as a whole.



 






     


     


    

 


		(d)	The
                                         OHGI balance sheets are true and accurate and present fairly as of their respective dates
                                         the financial condition of OHGI. As of the date of such balance sheets, except as and
                                         to the extent reflected or reserved against therein, OHGI had no liabilities or obligations
                                         (absolute or contingent) that should be reflected in the balance sheets or the notes
                                         thereto prepared in accordance with GAAP, and all assets reflected therein are properly
                                         reported and present fairly the value of the assets of OHGI, in accordance with GAAP.
                                         The statements of operations, stockholders’ equity and cash flows reflect fairly
                                         the information required by GAAP to be set forth therein. All of OHGI’s assets
                                         are reflected on its financial statements, and, except as set forth in the Section 3.04(d)
                                         of the OHGI Disclosure Schedules or the financial statements of OHGI or the notes thereto,
                                         OHGI has no material liabilities, direct or indirect, matured or un-matured, contingent
                                         or otherwise; and



 


		(e)	The
                                         books and records, financial and otherwise, of OHGI are in all material aspects complete
                                         and correct and have been maintained in accordance with GAAP, consistently applied throughout
                                         the periods involved.



 


Section
3.05  Options or Warrants. Except as has or will be disclosed in the SEC Reports, there are no existing options,
warrants, calls, or commitments of any character relating to the authorized and unissued stock of OHGI.


 


Section
3.06  Absence of Certain Changes or Events. Since September 30, 2017 and except as disclosed in the SEC Reports
or as set forth in Section 3.06 of the OHGI Disclosure Schedules:


 


		(a)	there
                                         has not been (i) any material adverse change in the business, operations, properties,
                                         assets or condition of OHGI or (ii) any damage, destruction or loss to OHGI (whether
                                         or not covered by insurance) materially and adversely affecting the business, operations,
                                         properties, assets or condition of OHGI;



 


		(b)	OHGI
                                         has not (i) amended its certificate of incorporation or by-laws, except as required by
                                         this Agreement; (ii) declared or made, or agreed to declare or make any payment of dividends
                                         or distributions of any assets of any kind whatsoever to stockholders or purchased or
                                         redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any
                                         rights of value, which in the aggregate are outside of the ordinary course of business
                                         or material considering the business of OHGI; or (iv) made any material change in its
                                         method of management, operation, or accounting;



 






     


     


    

 


		(c)	OHGI
                                         has not except as has or will be disclosed in SEC Reports: (i) granted or agreed to grant
                                         any options, warrants, or other rights for its stock, bonds, or other corporate securities
                                         calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred,
                                         or become subject to, any material obligation or liability (absolute or contingent) except
                                         liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay
                                         any material obligations or liabilities (absolute or contingent) other than current liabilities
                                         reflected in or shown on the most recent OHGI balance sheet and current liabilities incurred
                                         since that date in the ordinary course of business and professional and other fees and
                                         expenses in connection with the preparation of this Agreement and the consummation of
                                         the transaction contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer,
                                         any of its assets, properties, or rights (except assets, properties, or rights not used
                                         or useful in its business which, in the aggregate have a value of less than $1,000),
                                         or canceled, or agreed to cancel, any debts or claims (except debts or claims which in
                                         the aggregate are of a value less than $1,000); (v) made or permitted any amendment or
                                         termination of any contract, agreement, or license to which it is a party if such amendment
                                         or termination is material, considering the business of OHGI; or (vi) issued, delivered
                                         or agreed to issue or deliver, any stock, bonds or other corporate securities including
                                         debentures (whether authorized and unissued or held as treasury stock), except in connection
                                         with this Agreement; and



 


		(d)	OHGI
                                         has not become subject to any law or regulation that materially and adversely affects,
                                         or in the future, may adversely affect, the business, operations, properties, assets
                                         or condition of OHGI.



 


Section
3.07  Litigation and Proceedings. There are no actions, suits, proceedings or investigations pending or, to the
knowledge of OHGI, threatened against OHGI, or affecting OHGI or its properties, at law or in equity, before any court or other
governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind except as disclosed in Section
3.07 of the OHGI Disclosure Schedules. OHGI is not in material default with respect to any judgment, order, writ, injunction,
decree, award, rule or regulation of any court, arbitrator, or governmental agency or instrumentality.


 


Section
3.08  No Conflict with Other Instruments. The execution of this Agreement and the consummation of the Transactions
will not result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the
terms of, any indenture, mortgage, deed of trust, or other material agreement or instrument to which OHGI is a party or to which
any of their respective assets, properties or operations are subject.


 


Section
3.09  Compliance with Laws and Regulations. OHGI has complied with in all material respects with all applicable
statutes and regulations of any federal, state, or other applicable governmental entity or agency thereof.


 


Section
3.10  Approval of Agreement and of Issuance of Exchange Shares. The Board of OHGI has authorized the execution
and delivery of this Agreement by OHGI and has approved this Agreement. Prior to the Closing Date, OHGI shall seek and use its
commercially reasonable efforts to obtain approval, by shareholders holding at least a majority of the voting power of OHGI’s
outstanding capital stock, of the issuance of OHGI securities in connection with the Transactions (the “Shareholder Approval”),
as required pursuant to Section 5635(a) of the NASDAQ listing rules.


 


Section
3.11  Material Transactions or Affiliations. Except as set forth in Section 3.11 of the OHGI Disclosure Schedules
or in the SEC Reports, there exists no contract, agreement or arrangement between OHGI (or any predecessor) and any person who
was at the time of such contract, agreement or arrangement an officer, director, or person owning of record or known by OHGI to
own beneficially, five percent (5%) or more of the issued and outstanding common shares of OHGI; and, or, which is to be performed
in whole or in part after the date hereof or was entered into since January 1, 2015. No officer, director, nor any five percent
(5%) Shareholder(s) of OHGI has, or has had since inception of OHGI, any known interest, direct or indirect, in any such transaction
with OHGI, which was material to the business of OHGI. OHGI has no commitment, whether written or oral, to lend any funds to,
borrow any money from, or enter into any other transaction with, any such affiliated person.


 






     


     


    

 


Section
3.12  Valid Obligation. This Agreement and all agreements and other documents executed by OHGI in connection
herewith constitute the valid and binding obligation of OHGI, enforceable in accordance with its terms, except as may be limited
by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and
subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which
any proceeding therefore may be brought.


 


Section
3.13  Exchange Act Compliance. OHGI is in material compliance with and current in, all of the reporting, filing
and other requirements under the Exchange Act, except where a failure to so comply is not reasonably likely to have a material
adverse effect on OHGI.


 


Section
3.14  No Brokers. Except for the entity or entities that has or have been identified to the Members and who has
or have or will be paid by OHGI, OHGI has not retained any broker or finder in connection with any of the Transactions, and OHGI
has not incurred or agreed to pay, or taken any other action that would entitle any person to receive, any brokerage fee, finder’s
fee or other similar fee or commission with respect to any of the Transactions.


 


Section
3.15  Disclosure. All disclosure provided to the Members regarding OHGI, its business and Transactions, including
the OHGI Disclosure Schedules to this Agreement, furnished by or on behalf of OHGI with respect to the representations and warranties
made herein are true and correct and do not contain any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.
In the event that the OHGI Disclosure Schedules are not delivered contemporaneously with the execution of this Agreement, they
shall be delivered as soon as practicable prior to the Closing Date. OHGI acknowledges and agrees that the Company and the Members
have not made, nor are the Company or the Members making, any representations or warranties with respect to Transactions other
than those specifically set forth herein.


 


Article
IV.  PLAN OF EXCHANGE


 


Section
4.01  The Exchange.


 


		(a)	On
                                         the terms and subject to the conditions set forth in this Agreement, on the Closing Date,
                                         each of the Members, shall assign, transfer and deliver to OHGI, free and clear of all
                                         security interests, liens, pledges, encumbrances, charges, restrictions or known claims
                                         of any kind, nature, or description, fifty-one percent (51%) of their respective percentages
                                         of Company Member Interests, as set forth on the Capitalization Table in the column entitled
                                         “Exchanged Interests” (the “Exchanged Interests”), representing
                                         in the aggregate, fifty-one percent (51%) of all of the Company Member Interests on a
                                         fully diluted basis.



 






     


     


    

 


		(b)	In
                                         exchange for the transfer of such Exchanged Interests, OHGI shall issue and deliver to
                                         each Member, subject to the conditions set forth herein, including the obtaining of the
                                         Shareholder Approval, a number of unregistered shares of OHGI Common Stock equal to (i)
                                         twenty-five percent (25%) of the United States Dollar value the Members have invested
                                         in the Company to date, with all non-cash investment based equity owned by Members shall
                                         be exchanged at the same valuation as the valuation of MAHAM at the time that such non-cash investment based equity was issued, which
                                         total investment amount and 25% of investment amount the Parties acknowledge and agree
                                         are as set forth on the Capitalization Table in the columns entitled “Investment
                                         Amount” and “Exchange Value” respectively (the latter being the “Exchange
                                         Value”), divided by (ii) the Market Value (as defined below) as of the Closing
                                         Date (the “Initial Shares”).



 


		(c)	In
                                         addition to the Initial Shares, the Parties acknowledge and agree that the Members may
                                         become entitled to receive an additional number of shares of OHGI Common Stock pursuant
                                         to the provisions of Section 5.02 (the “Additional Shares,” and together
                                         with the Initial Shares, the “Exchange Shares”).



 


		(d)	The
                                         Parties acknowledge and agree that, at the Closing, OHGI shall become a member of the
                                         Company.



 


		(e)	The
                                         Members shall be responsible for the payment of any and all taxes that may be imposed
                                         on the Members pursuant to the Transactions, including, without limitation, as a result
                                         of the receipt of the Exchange Shares.



 


Section
4.02  Closing. The closing of the Transactions (the “Closing”) shall occur on the third Business
Day (as defined below) following the satisfaction, or waiver by the Party or Parties for whose benefit the condition(s) exist,
of the conditions to closing as set forth in Article VI and Article VII, or such or such other date as the Parties shall agree
(such date, the “Closing Date”). For purposes hereof, a “Business Day” shall be any date on which
commercial banks are generally open for business in the State of Florida.


 


Section
4.03  Closing Deliverables.


 


		(a)	At
                                         the Closing, the Company shall deliver to OHGI:



 


		(i)	a
                                         certificate of the Secretary and the Managers of the Company, dated as of the Closing
                                         Date, in form and substance satisfactory to OHGI (A) attaching and certifying copies
                                         of any resolutions of the Company’s managers and the Members relating to this Agreement,
                                         the other Transaction Documents and the Transactions, including admitting OHGI as a member
                                         of the Company; (B) certifying the name, title and true signature of each officer of
                                         the Company executing or authorized to execute this Agreement, the Transaction Documents,
                                         and such other documents, instruments and certifications required or contemplated hereby
                                         or thereby, and (C) attaching and certifying (i) a true, correct and complete copy of
                                         the Articles of Organization of the Company certified by the Secretary of State of the
                                         State of Florida, (ii) the Operating Agreement (as defined below) as in effect on the
                                         Closing Date, and (iii) a certificate of good standing and legal existence of the Company
                                         issued by the Secretary of State of the State of Florida and dated as of a date no earlier
                                         than three Business Days prior to the Closing Date;



 






     


     


    

 


		(ii)	a
                                         certificate of the Secretary and the Managers of the Company, dated as of the Closing
                                         Date, in form and substance satisfactory to OHGI; certifying that the matters set forth
                                         in Section 6.01(a) are true and correct; and



 


		(iii)	such
                                         other documents as OHGI may reasonably request for the purpose of evidencing the accuracy
                                         of any of Company’s representations and warranties; evidencing the performance
                                         by the Company of, or the compliance by the Company with, any covenant or obligation
                                         required to be performed or complied with by the Company; or otherwise facilitating the
                                         consummation or performance of any of the Transactions.



 


		(b)	At
                                         the Closing, the Members’ Representative shall deliver to OHGI:



 


		(i)	a
                                         certificate of the Members’ Representative, dated as of the Closing Date, in form
                                         and substance satisfactory to OHGI; certifying that the matters set forth in Section
                                         6.01(b) are true and correct; and



 


		(ii)	such
                                         other documents as OHGI may reasonably request for the purpose of evidencing the accuracy
                                         of any of Company’s representations and warranties; evidencing the performance
                                         by the Company of, or the compliance by the Company with, any covenant or obligation
                                         required to be performed or complied with by the Company; or otherwise facilitating the
                                         consummation or performance of any of the Transactions.



 


		(c)	At
                                         the Closing, OHGI shall deliver:



 


		(i)	to
                                         the Company, a certificate of the Secretary and of OHGI, dated as of the Closing Date,
                                         in form and substance satisfactory to the Company (A) attaching and certifying copies
                                         of any resolutions of the OHGI Board and, if required, the shareholders of OHGI, relating
                                         to this Agreement, the other Transaction Documents and the Transactions, (B) certifying
                                         the name, title and true signature of each officer of OHGI executing or authorized to
                                         execute this Agreement, the Transaction Documents, and such other documents, instruments
                                         and certifications required or contemplated hereby or thereby, and (C) attaching and
                                         certifying a certificate of good standing and legal existence of the Company issued by
                                         the Secretary of State of the State of Delaware and dated as of a date no earlier than
                                         three Business Days prior to the Closing Date;



 


		(ii)	to
                                         the Company, a certificate of the Secretary of OHGI, dated as of the Closing Date, in
                                         form and substance satisfactory to OHGI; certifying that the matters set forth in Section
                                         7.01 are true and correct;



 


		(iii)	to
                                         each Member, the applicable Exchange Shares to be received by such Member; and



 


		(iv)	such
                                         other documents as the Company or the Members’ Representative may reasonably request
                                         for the purpose of evidencing the accuracy of any of OHGI’s representations and
                                         warranties; evidencing the performance by OHGI of, or the compliance by OHGI with, any
                                         covenant or obligation required to be performed or complied with by OHGI; or otherwise
                                         facilitating the consummation or performance of any of the Transactions.



 






     


     


    

 


Section
4.04  Additional Closing Events. At the Closing, OHGI, the Company and the Members shall execute, acknowledge,
and deliver (or shall ensure to be executed, acknowledged, and delivered), any and all certificates, financial statements, schedules,
agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered at or prior to the Closing,
together with such other items as may be reasonably requested by the Parties hereto and their respective legal counsel in order
to effectuate or evidence Transactions.


 


Article
V.  COVENANTS AND ADDITIONAL AGREEMENTS OF THE PARTIES


 


Section
5.01  Audited Financial Statements. In the event that the Closing occurs, the Company shall deliver to OHGI no
later than seventy (70) days following the Closing Date, audited financial statements of the Company for the year ended December
31, 2018, including balance sheets at December 31, 2018, prepared in accordance with GAAP, together with a report of the auditors
of the Company thereon, in such form that will to enable OHGI to file a Form 8-K with the SEC reporting the acquisition of the
Company in accordance with the applicable requirements of the Exchange Act, all at OHGI sole cost and expense. The Company and
the Members agree to exert commercially reasonable efforts and cooperate in the preparation of such financial statements, including
executing such certificates as may reasonably be requested by the auditors. OHGI agrees to pay the reasonable fees and costs of
the auditor in completing the audit of the Company.


 


Section
5.02  Additional Shares.


 


		(a)	Promptly,
                                         and in no event more than forty-five (45) days after the end of the period commencing
                                         on the Closing Date and ending at the end of the calendar month which first ends twenty-four
                                         (24) months after the Closing Date (“First Adjustment Period”), the
                                         Company shall deliver to the Members, pro rata in proportion to their respective Company
                                         Interests Owned as of the Closing Date, a number of Additional Shares equal to Two-and-a-half
                                         times (2.5x) the Company’s net after-tax earnings (“Net Profit”)
                                         for the First Adjustment Period, divided by the Market Value of the OHGI Common Stock,
                                         as determined below, subject in each case to the prior receipt of any approvals of the
                                         shareholders of the Company or other parties as required for such issuances.



 


		(b)	For
                                         purposes of this Agreement:



 


		(i)	The
                                         Company’s Net Profit for each of the First Adjustment Period and the Second Adjustment
                                         Period shall be determined in accordance with GAAP. For the avoidance of doubt, Net Profits
                                         shall not include any revenues, or costs and expenses, related to OHGI or any other subsidiary
                                         or affiliate thereof other than the Company.



 


		(ii)	The
                                         “Market Value” of the OHGI Common Stock used to determine the number
                                         of shares of OHGI Common Stock deliverable hereunder, whether with respect to the Initial
                                         Shares at the Closing or in respect of the First Adjustment Period or the Second Adjustment
                                         Period, as the case may be, shall be the average Closing Price (as defined below) of
                                         a share of OHGI Common Stock for the ten (10) consecutive trading days (“Determination
                                         Period”) ending on the last day of the applicable period, prior to the Closing
                                         or in the First Adjustment Period or the Second Adjustment Period, as the case may be
                                         (each, a “Determination Date”).



 






     


     


    

 


		(iii)	The
                                         “Closing Price” of a share of OHGI Common Stock as of any date during
                                         the Determination Period shall mean (A) if the OHGI Common Stock is then listed on NASDAQ
                                         or another securities exchange (each, a “Stock Exchange”), the closing price
                                         of the OHGI Common Stock on the Stock Exchange on which OHGI Common Stock is then listed
                                         on such date as reported by Bloomberg L.P. (based on a trading day from 9:30 a.m. (New
                                         York City-time) to 4:00 p.m. (New York City-time); (B) if OHGI Common Stock is quoted
                                         on OTCQB, OTCQX or a similar recognized quotation service (each, a “Quotation Service”),
                                         the closing price of a share OHGI Common Stock on such date as quoted on such Quotation
                                         Service; or (C) if the OHGI Common Stock is not then listed on a Stock Exchange or quoted
                                         for trading on a Quotation Service and if prices for the OHGI Common Stock are then reported
                                         by OTC Pink, the price published by OTC Markets Group, Inc. (or a similar organization
                                         or agency succeeding to its functions of reporting prices), as the last bid price per
                                         share of the OHGI Common Stock so reported for such date; or (D) in all other cases,
                                         the fair market value of a share of OHGI Common Stock as determined by an independent
                                         appraiser selected in good faith by the Board of Directors of OHGI, the fees and expenses
                                         of which shall be paid by OHGI.



 


		(c)	By
                                         way of example and not limitation, (i) if the Company’s Net Profit for the First
                                         Adjustment Period was $1,000,000 and the Market Value of the OHGI Common Stock was $1.00,
                                         the aggregate number of shares of OHGI Common Stock to be issued to the Members would
                                         be 2,500,000 shares.



 


		(d)	OHGI
                                         shall cause its Transfer Agent to issue and deliver certificates evidencing the number
                                         of Additional Shares, if any, registered in the names of the Members, to the Members
                                         within five (5) days after the Determination Date (“Issuance Date”).



 


		(e)	The
                                         Members understand and acknowledge that the issuance of shares of OHGI Common Stock pursuant
                                         hereto is contingent upon the Company obtaining Shareholder Approval.



 


Section
5.03  Reservation of OHGI Common Stock. OHGI agrees to reserve with its Transfer Agent from time-to-time a sufficient
number of shares of OHGI Common Stock for issuance to the Members pursuant to this Agreement, subject to Section 5.02.


 


Section
5.04  First Right of Refusal to Purchase Remaining Company Member Interests. The Members hereby grant OHGI a
first right of refusal to purchase the Company Member Interests, which they retain after giving effect to the Exchange of their
Company Member Interests for the Exchange Shares, representing forty-nine percent (49%) of the fully-diluted Company Member Interests
(“Additional Company Member Interests”). The purchase price for the purchase of the Additional Company Member Interests
shall be determined based upon the fair market value of the Company on the third (3rd) anniversary of the Closing Date
as established by an independent third party or if the First Right of Refusal is exercised later in time, the fair market value
of the Company as established by an independent third party at such time.


 






     


     


    

 


Section
5.05  Public Status. OHGI shall make any and all required filings under the Exchange Act so that it remains a
reporting company under the Exchange Act and so that the OHGI Common Stock continues to be a publicly traded security for a period
of at least five (5) years from the Closing Date.


 


Section
5.06  Public Announcements. Except as required by applicable law, the Parties shall consult with each other before
issuing any press release or making any public statement with respect to this Agreement or Transactions. Each Member shall be
afforded the opportunity for meaningful consultation prior to OHGI issuing any press release or making any public statement should
the contemplated press release or public statement be in reference to such Member in any way.


 


Section
5.07  Notices of Certain Events. In addition to any other notice required to be given by the terms of this Agreement,
each of the Parties shall promptly notify each of the other Parties of:


 


		(a)	any
                                         notice or other communication from any person alleging that the consent of such person
                                         is or may be required in connection with any of the Transactions;



 


		(b)	any
                                         notice or other communication from any governmental or regulatory agency or authority
                                         in connection with the Transactions; and



 


		(c)	any
                                         actions, suits, claims, investigations or proceedings commenced or, to its knowledge
                                         threatened against, relating to or involving or otherwise affecting such Party that,
                                         if pending on the date of this Agreement, would have been required to have been disclosed
                                         pursuant hereto or that relates to the consummation of the Transactions.



 


Section
5.08  Access to Information. Following the date hereof, until consummation of the Transactions:


 


		(a)	The
                                         Company shall give to OHGI and its authorized representatives full and complete access
                                         to the books and records, contracts, facilities and personnel of the Company as OHGI
                                         and its authorized representatives may request so that OHGI may complete its due diligence
                                         investigation of the Company and the Company Member Interests. The Members agree to provide
                                         OHGI and its authorized representatives with access to any information in his or her
                                         or the Company’s possession or within his or her or the Company’s control
                                         that contains information generated by it, him or her or the Company regarding the Company
                                         relative to its financial, operational, and/or regulatory condition (present, past, or
                                         prospective). If OHGI, in its sole discretion, at any time prior to the Closing determines
                                         that its due diligence review of the Company is not satisfactory to OHGI, then OHGI may
                                         terminate this Agreement upon notice to the Company and the Members’ Representative.



 


		(b)	OHGI
                                         shall give to the Members and the Company’s authorized representatives full and
                                         complete access to the books and records, contracts, facilities and personnel of OHGI
                                         as the Members and the Company’s authorized representatives may request so that
                                         the Company may complete its due diligence investigation of OHGI. OHGI agrees to provide
                                         the Members and the Company’s authorized representatives with access to any information
                                         in its possession or within its control which contains information generated by it or
                                         on its behalf relative to the financial, operational, and/or regulatory condition (present,
                                         past, or prospective) of OHGI. As OHGI is a public entity, OHGI may condition the provision
                                         of any access or materials pursuant to this Section 5.08(b) on the applicable party or
                                         recipient thereof executing a customary confidentiality and standstill agreement with
                                         OHGI.



 






     


     


    

 


Section
5.09  Limitation of Business Activities of the Company Prior to Closing. Except for Transactions, the Company
will not, without the prior written consent of OHGI, (i) make any material change in the type or nature of its business, or in
the nature of its operations, (ii) create or suffer to exist any debt, other than that currently in existence or undertaken to
complete projects ongoing or to meet short term working capital needs, (iii) issue any additional Company Member Interests or
(iv) enter into any new agreements of any kind or undertake any new obligations or liabilities likely to have a material impact
on its business.


 


Section
5.10  Consents of Third Parties. Each of the Parties will give any notices to third parties, and will use its
commercially reasonable efforts to obtain any third-party consents, that the other Parties reasonably may request in connection
with this Agreement. Each of the Parties will give any notices to, make any filings with, and use its commercially reasonable
efforts to obtain any authorizations, consents, and approvals of governments and governmental agencies in connection with the
matters in this Agreement.


 


Section
5.11  No Solicitations. From and after the date of this Agreement until the later of the Closing and sixty (60)
days after termination of this Agreement pursuant to Article IX, the Company will not, nor will it permit any of its officers,
managers or agents acting on its behalf to: (i) take any action to solicit, initiate, encourage or assist the submission of any
proposal, negotiation or offer from any person or entity other than OHGI, and other person(s) or entities for purposes of soliciting
their participation as investors or co-investors with the Company, relating to the acquisition, sale or transfer of any of the
Company Member Interests or any material part of the assets of the Company; (ii) offer to issue, sell or transfer any Company
Member Interests or any material part of the assets of the Company to any person other than OHGI; or (iii) disclose financial
or other information relating to the Company other than in the ordinary course of business to any person or entity other than
OHGI or its agents and representatives, except with the written consent of OHGI. The Company acknowledges and agrees that the
legal remedies available to OHGI in the event the Company violates any of the foregoing covenants would be inadequate and that
OHGI shall be entitled to specific performance, injunctive relief and other equitable remedies in the event of any such violation.
The Company will immediately notify OHGI regarding any contact between the Company, any of its directors, officers, employees,
agents or representatives and any other person regarding any offer, proposal or inquiry during this exclusivity period.


 


Section
5.12  Additional Acquisitions. Prior to completing an acquisition of another business, OHGI shall advise the
Members serving on the Board of the Company of its intent to do so.


 


Section
5.13  Additional Company Covenants.


 


		(a)	Within
                                         three (3) business days of the Effective Date, the Company will deliver to OHGI complete
                                         and correct copies of the Articles of Organization and the Limited Liability Company
                                         Agreement in its current form (“Operating Agreement”) of the Company
                                         (collectively, the “Company Charter Documents”) and, except as otherwise
                                         contemplated herein, between the Effective Date and the Closing, the Company and the
                                         Members will not (i) materially amend the Company Charter Documents; (ii) declare or
                                         make, or agree to declare or make, any payment of dividends or distributions of any assets
                                         of any kind whatsoever to Members or purchase or redeem, or agree to purchase or redeem,
                                         any Company Member Interests; (iii) make any material change in its method of management,
                                         operation or accounting; (iv) enter into any other material transaction other than sales
                                         in the ordinary course of its business; or (v) make any increase in or adoption of any
                                         profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other
                                         employee benefit plan, payment, or arrangement made to, for, or with its officers, directors,
                                         or employees.



 






     


     


    

 


		(b)	Between
                                         the Effective Date and the Closing, the Company will not (i) grant or agree to grant
                                         any options, warrants or other rights to purchase, subscribe for, or otherwise acquire
                                         Company Member Interests, or other securities convertible into, exchangeable for, or
                                         otherwise giving the holder thereof the right to acquire, Company Member Interests; (ii)
                                         borrow or agree to borrow any funds or incur, or become subject to, any material obligation
                                         or liability (absolute or contingent) except as disclosed herein and except liabilities
                                         incurred in the ordinary course of business; (iii) sell or transfer, or agree to sell
                                         or transfer, any of its assets, properties, or rights or cancel, or agree to cancel,
                                         any debts or claims; or (iv) issue, deliver, or agree to issue or deliver any Member
                                         Interests or other securities of the Company, including debentures or other debt obligations,
                                         except in connection with this Agreement.



 


Section
5.14  Effect of Knowledge on Indemnification. The right to indemnification, reimbursement or other remedy based
upon any representations, warranties, covenants and obligations set forth in this Agreement shall not be affected by any investigation
conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution
and delivery of this Agreement, with respect to the accuracy or inaccuracy of or compliance with any such representation, warranty,
covenant or obligation. The waiver of any condition based upon the accuracy of any representation or warranty, or on the performance
of or compliance with any covenant or obligation, shall not affect the right to indemnification, reimbursement or other remedy
based upon such representations, warranties, covenants or obligations.


 


Section
5.15  Members’ Representative.


 


		(a)	Each
                                         Member constitutes and appoints the Members’ Representative as its representative
                                         and its true and lawful attorney in fact, with full power and authority in its name and
                                         on its behalf:



 


		(i)	to
                                         act on such Members’ behalf in the absolute discretion of Members’ Representative
                                         with respect to all matters relating to this Agreement, including execution and delivery
                                         of any amendment, supplement, or modification of this Agreement and any waiver of any
                                         claim or right arising out of this Agreement; and



 


		(ii)	in
                                         general, to do all things and to perform all acts, including executing and delivering
                                         all agreements, certificates, receipts, instructions, and other instruments contemplated
                                         by or deemed advisable to effectuate the provisions of this Section 5.15.



 






     


     


    

 


		(b)	This
                                         appointment and grant of power and authority is coupled with an interest and is in consideration
                                         of the mutual covenants made in this Agreement and is irrevocable and will not be terminated
                                         by any act of any Member or by operation of law, whether by the death or incapacity of
                                         any Member or by the occurrence of any other event. Each Member hereby consents to the
                                         taking of any and all actions and the making of any decisions required or permitted to
                                         be taken or made by Members’ Representative pursuant to this Section 5.15 Each
                                         Member agrees that Members’ Representative shall have no obligation or liability
                                         to any Person for any action taken or omitted by Members’ Representative in good
                                         faith, and each Member shall indemnify and hold harmless Members’ Representative
                                         from, and shall pay to Members’ Representative the amount of, or reimburse Members’
                                         Representative for, any Loss that Members’ Representative may suffer, sustain,
                                         or become subject to as a result of any such action or omission by Members’ Representative
                                         under this Agreement.



 


		(c)	OHGI
                                         shall be entitled to rely upon any document or other paper delivered by Members’
                                         Representative as being authorized by Members, and OHGI shall not be liable to any Member
                                         for any action taken or omitted to be taken by OHGI based on such reliance.



 


		(d)	Until
                                         all obligations under this Agreement shall have been discharged (including all indemnification
                                         obligations under Section 10.02), Members who, immediately prior to the Closing, are
                                         entitled in the aggregate to receive more than fifty percent (50%) of the Exchange Shares,
                                         may, from time to time upon notice to OHGI, appoint a new Members’ Representative
                                         upon the death, incapacity, or resignation of Members’ Representative. If, after
                                         the death, incapacity, or resignation of Members’ Representative, a successor Members’
                                         Representative shall not have been appointed by Members within fifteen (15) Business
                                         Days after a request by OHGI, OHGI may appoint a Members’ Representative from among
                                         the Members to fill any vacancy so created by notice of such appointment to Members.



 


Article
VI.  CONDITIONS PRECEDENT TO OBLIGATIONS OF OHGI


 


The
obligations of OHGI to consummate the Closing are subject to the satisfaction, or waiver by OHGI in its sole discretion, as of
and on the Closing Date, of the following conditions:


 


Section
6.01  Accuracy of Representations and Performance of Covenants.


 


		(a)	Each
                                         of the representations and warranties made by the Company shall be true and correct in
                                         all material respects, other than representations and warranties which are qualified
                                         by materiality and the representations and warranties as set forth in Section 1.05, each
                                         of which shall be true and correct in all respect, in each case, as of the Closing Date
                                         as if made on such date, and the Company shall have performed or complied with all covenants
                                         and conditions required by this Agreement to be performed or complied with by it prior
                                         to or at the Closing, and there shall have been no material adverse change in the business,
                                         affairs, prospects, operations, properties, assets or conditions of the Company since
                                         the Effective Date.



 


		(b)	Each
                                         of the representations and warranties made by the Members shall be true and correct in
                                         all material respects, other than representations and warranties which are qualified
                                         by materiality and the representations and warranties as set forth in Section 2.01 and
                                         Section 2.05, each of which shall be true and correct in all respect, in each case as
                                         of the Closing Date as if made on such date, and the Members shall have performed or
                                         complied with all covenants and conditions required by this Agreement to be performed
                                         or complied with by them prior to or at the Closing.



 






     


     


    

 


Section
6.02  No Governmental Prohibition. No order, statute, rule, regulation, executive order, injunction, stay, decree,
judgment or restraining order shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory
authority or instrumentality that prohibits the consummation of Transactions, and OHGI shall have obtained the approval of any
governmental authorities as required in order to consummate the Transactions.


 


Section
6.03  Consents. All consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits,
trademarks and other intangibles in connection with the Transactions, or for the continued operation of the Company after the
Closing Date on the basis as presently operated shall have been obtained.


 


Section
6.04  Absence of Litigation. Other than for matters related to compliance with the rules and regulations of The
Nasdaq Stock Market, there shall be no actions, suits, proceedings or governmental investigations or inquiries pending or, to
any Party’s knowledge, threatened against OHGI, the Company and/or the Members which would prevent the consummation of the
Transactions.


 


Section
6.05  Liabilities. As of the Closing Date, the Liabilities (whether absolute, accrued, contingent, known or unknown
or otherwise) of the Company must, in the aggregate, be less than $50,000.


 


Section
6.06  No Material Adverse Change. Between the Effective Date and the Closing Date, there must not have been any
material adverse change in the business, operations, properties, assets, or condition (financial or otherwise) of the Company.


 


Section
6.07  Shareholder Approval. The Shareholder Approval shall have been obtained.


 


Section
6.08  Other Items. OHGI shall have received further documents, certificates, or instruments relating to Transactions
as it may reasonably request, including such financial statements for the Company and such information regarding the Company and
its operations as OHGI shall deem reasonably necessary for inclusion in the reports to be filed by OHGI with the SEC.


 


Section
6.09  Schedules and Other Information. The Company shall have delivered to OHGI the financial statements of the
Company and other books and records reasonably requested in connection with OHGI’s due diligence investigation of the Company,
and there shall have been no disclosure in any financial statements or any schedule delivered after the Effective Date or in any
disclosure provided in connection with such due diligence investigation, which in the sole discretion and determination of OHGI
differs materially from the information it has received as of the Effective Date and which does or may have a materially adverse
effect on the value of the business of the Company or on its assets, properties or goodwill.


 






     


     


    

 


Article
VII.  CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY AND THE MEMBERS


 


The
obligations of the Company and the Members to consummate the Closing are subject to the satisfaction, or waiver by the Company
and the Members’ Representative, each in their sole discretion, as of and on the Closing Date, of the following conditions:


 


Section
7.01  Accuracy of Representations and Performance of Covenants. Each of the representations and warranties made
by OHGI shall be true and correct in all material respects as of the Closing Date as if made on such date. OHGI shall have performed
or complied with all covenants and conditions required by this Agreement to be performed or complied with by it prior to or at
the Closing. The Company shall be furnished with a certificate, signed by a duly authorized executive officer of OHGI, dated the
Closing Date, confirming (i) the statements made in the two preceding sentences; and (ii) that there has been no material adverse
change in the business, affairs, operations, properties, assets or conditions of the OHGI since the date of this Agreement.


 


Section
7.02  No Governmental Prohibition. No order, statute, rule, regulation, executive order, injunction, stay, decree,
judgment or restraining order shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory
authority or instrumentality which prohibits the consummation of Transactions.


 


Section
7.03  Consents. All consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits,
trademarks and other intangibles in connection with the Transactions, or for the continued operation of OHGI after the Closing
Date shall have been obtained.


 


Section
7.04  Absence of Litigation. There shall be no actions, suits, proceedings or governmental investigations or
inquiries pending or, to OHGI’s knowledge, threatened against OHGI which would prevent the consummation of Transactions.


 


Section
7.05  Other Items. The Company and the Members shall have received further documents, certificates, or instruments
relating to Transactions as they may reasonably request.


 


Section
7.06  Schedules and Other Information. There shall have been no disclosure in any document delivered after the
Effective Date which in the reasonable opinion of the Company does or may have a materially adverse effect on the value of the
business of OHGI or on its assets, properties or goodwill.


 


Article
VIII.  POST CLOSING COVENANTS


 


Section
8.01  Cooperation with Financial Statements. The Members shall, at the expense of OHGI, assist OHGI to complete
such audit of the Company’s financial statements as are required by the Exchange Act.


 


Section
8.02  Information Statement. As promptly as practicable following the Closing Date, and following Shareholder
Approval, OHGI shall prepare and caused to be mailed to its stockholders such Information Statement as may be required by the
Exchange Act and the rules of NASDAQ to permit the Exchange Shares to be issued to the Members.


 


Section
8.03  Board Representation. OHGI shall cause Daniel Troiano and Skylar Hauswirth to be elected as directors of
the Board of the Company and OHGI may elect additional directors to the Board of the Company; it being understood that under all
circumstances, OHGI will have the right to designate a majority of the Members of the Board of the Company (other than the aforementioned
designees).


 






     


     


    

 


Section
8.04  Working Capital. Beginning no later than fifteen (15) days after the Closing Date, OHGI shall make available
facilities of up to $200,000 to the Company for working capital. The loan shall bear interest at an annual rate of five percent
(5%) and shall be payable out of free cash flow beginning on the one (1) year anniversary of the Closing. The Parties acknowledge
that One Hundred and One Thousand, Eight Hundred and Sixty Dollars and Sixty-Three Cents ($101,860.63) has already been advanced
to the Company and the Company has agreed to repay that amount over six (6) months from the Closing Date pursuant to a Note bearing
interest of six (6) percent (the “Note”). The Parties acknowledge that immediately following the Closing Date,
OHGI shall bring current all outstanding invoices payable by the Company in an amount not to exceed Twenty-Seven Thousand Five
Hundred Dollars ($27,500).


 


Section
8.05  Restriction on Investment in Company by Third Parties. For a period of three (3) years after the Closing
Date, the Company will not accept investment funds from any third party, or issue any Member Interests, or permit the transfer
or assignment of any existing Company Member Interests without the express written approval of a designated member of the Board
of OHGI.


 


Section
8.06  Trading Restrictions. No Member, whether in such Member’s own capacity or through a representative,
agent or affiliate, shall enter into or effect any “short sales” (as that term is defined in Rule 10a-1 of the Exchange
Act) of OHGI Common Stock or any hedging transaction, including obtaining a borrowing, which establishes a net short position
with respect to OHGI Common Stock.


 


Section
8.07  Non-interference. Subject to the fiduciary obligations of the Board of OHGI, Skylar Hauswirth will be permitted
to serve as the President of the Company with sole responsibility and authority for the Company’s obligations for the term
of his Employment Agreement. Further, subject to the fiduciary obligations of the Board of OHGI, neither OHGI nor any of its affiliated
entities shall interfere with the operations of the Company.


 


Section
8.08  Registration Rights. None of the Members shall have any registration rights with respect to the Exchange
Shares other than pursuant to a separate agreement entered into between OHGI and such Member(s).


 


Article
IX.  TERMINATION


 


Section
9.01  Termination. This Agreement may be terminated at any time before the Closing Date as follows:  


 


		(a)	by
                                         mutual written consent of the Company, OHGI and the Members’ Representative;



 


		(b)	by
                                         any of the Members’ Representative, the Company or OHGI if there shall be in effect
                                         a final non-appealable order, judgment, injunction or decree entered by or with any governmental
                                         authority restraining, enjoining or otherwise prohibiting the consummation of the Transactions;



 






     


     


    

 


		(c)	by
                                         OHGI if there shall have been a breach in any material respect of any representation,
                                         warranty, covenant or agreement on the part of the Company or the Members set forth in
                                         this Agreement and such breach has not been cured within ten (10) days after receipt
                                         of notice of such breach by Company and the Members’ Representative;



 


		(d)	by
                                         the Members’ Representative and the Company, acting jointly if there shall have
                                         been a breach in any material respect of any representation, warranty, covenant or agreement
                                         on the part of OHGI set forth in this Agreement and such breach has not been cured within
                                         ten (10) days after receipt of notice of such breach by OHGI;



 


		(e)	by
                                         either the Members’ Representative and the Company, acting jointly, or by OHGI
                                         if the Closing has not occurred by June 30, 2019, provided, however, that (i) if the
                                         Closing has not occurred by such date due to a breach of this Agreement by OHGI, OHGI
                                         shall not have the right to terminate this Agreement pursuant to this Section 9.01(e)
                                         and (ii) if the Closing has not occurred by such date due to a breach of this Agreement
                                         by any Member or the Members’ Representative or the Company, the Members’
                                         Representative and the Company shall not have the right to terminate this Agreement pursuant
                                         to this Section 9.01(e); or



 


		(f)	pursuant
                                         to the provisions of Section 5.08(a).



 


Section
9.02  Effect of Termination. In the event of termination of this Agreement pursuant to this Article IX, this
Agreement (other than this Section 9.02, Article X and Article XI) shall become void and of no further force or effect with no
liability on the part of any Party; provided, however, that nothing shall relieve any Party from liability for actual damages
to the other Parties resulting from a breach of this Agreement by such Party prior to any such termination.


 


Section
9.03  Default by OHGI. If OHGI fails to perform any of its obligations under this Agreement, the Company and
the Members (through the Members’ Representative) shall be entitled to bring an action for specific performance, damages
or a combination of specific performance and damages. No remedy conferred upon the Company and the Members is intended to be exclusive
of any other remedy provided for in this Agreement, and each remedy provided to the Company and the Members in this Agreement
will be cumulative and in addition to every other remedy available to the Company and the Members under this Agreement. No single
or partial exercise of any remedy will preclude any other or further exercise thereof. This provision shall be in addition to
the Company and the Members remedies under Section 10.03.


 


Section
9.04  Default by Members, the Members’ Representative or the Company. If the Members, the Members’
Representative, or the Company fails to perform any of their respective obligations under this Agreement, OHGI shall be entitled
to bring an action for specific performance, damages or a combination of specific performance and damages. No remedy conferred
upon OHGI is intended to be exclusive of any other remedy provided for in this Agreement, and each remedy provided to OHGI in
this Agreement will be cumulative and in addition to every other remedy available to OHGI under this Agreement. No single or partial
exercise of any remedy will preclude any other or further exercise thereof. This provision shall be in addition to OHGI’s
remedies under Section 10.02.


 






     


     


    

 


Article
X.  SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION


 


Section
10.01  Survival. The representations and warranties, set forth in this Agreement, in any Exhibit or Schedule
hereto and in any certificate or instrument delivered in connection herewith shall survive for a period of eighteen (18) months
after the Closing Date (“Warranty Period”) and shall thereupon terminate and expire and shall be of no force or effect
thereafter, except that (i) the representations and warranties of the Members in Section 2.01 as to the owner of the Company Member
Interests shall survive for the period equal to the applicable statute of limitations relating to said matter; (ii) with respect
to any claim, written notice of which shall have been delivered to a Party, as the case may be, in accordance with the indemnification
provisions of this Article X and prior to the end of the Warranty Period, such claim shall survive the termination of such Warranty
Period for as long as such claim is unsettled, and (ii) with respect to any litigation which shall have been commenced to resolve
such claim on or prior to such date.


 


Section
10.02  Indemnification by Members.


 


		(a)	Subject
                                         to the provisions of Section 10.05, each Member, jointly and severally, hereby covenants
                                         and agrees with OHGI that such Member shall indemnify OHGI and its directors, officers,
                                         employees and Affiliates (as that term is defined in Rule 405 of the Securities Act),
                                         and each of their successors and assigns (individually, an “OHGI Indemnified
                                         Party”), and hold them harmless from, against and in respect of any and all
                                         costs, losses, claims, liabilities, fines, penalties, damages and expenses (including
                                         interest, if any, imposed in connection therewith, court costs and reasonable fees and
                                         disbursements of counsel) (collectively, “Damages”) incurred by any
                                         of them resulting from any misrepresentation, breach of any representation or warranty
                                         of the Company in this Agreement or the non-fulfillment in any material respect of any
                                         agreement, covenant or obligation by the Company made in this Agreement (including without
                                         limitation any Exhibit or Schedule hereto and any certificate or instrument delivered
                                         in connection herewith).



 


		(b)	Subject
                                         to the provisions of Section 10.05, each Member, severally and not jointly and severally,
                                         hereby covenants and agrees with OHGI that such Member shall indemnify the OHGI Indemnified
                                         Parties and hold them harmless from, against and in respect of any and all Damages incurred
                                         by any of them resulting from any misrepresentation, breach of any representation or
                                         warranty of such Member set forth in this Agreement or the non-fulfillment in any material
                                         respect of any agreement, covenant or obligation by such Member made in this Agreement
                                         (including without limitation any Exhibit or Schedule hereto and any certificate or instrument
                                         delivered in connection herewith).



 


Section
10.03  Indemnification by OHGI. Subject to the provisions of Section 10.05, OHGI hereby covenants and agrees
with the Members that OHGI shall indemnify the Company and the Members (each a “Member Indemnified Party” and collectively,
the “Member Indemnified Parties”) and hold them harmless from, against and in respect of any and all Damages
incurred by the Members’ Indemnified Party resulting from any misrepresentation, breach of any representation or warranty
in this Agreement or the non-fulfillment in any material respect of any agreement, covenant or obligation by OHGI made in this
Agreement (including without limitation any Exhibit or Schedule hereto and any certificate or instrument delivered in connection
herewith).


 






     


     


    

 


Section
10.04  Right to Defend. If the facts giving rise to any such indemnification shall involve any actual claim or
demand by any third party against an OHGI Indemnified Party or Members’ Indemnified Party (referred to herein as an “Indemnified
Party”), then the Indemnified Party will give prompt written notice of any such claim to the indemnifying Party, which
notice shall set forth in reasonable detail the nature, basis and amount of such claim (the “Notice of Third Party Claim”).
It is a condition precedent to the applicable indemnifying Party’s obligation to indemnify the applicable Indemnified Party
for such claim that such Indemnified Party timely provide to such indemnifying Party the applicable Notice of Third Party Claim,
provided that the failure to provide such Notice of Third Party Claim shall only relieve such indemnifying Party of its or his
obligation to indemnify for such claim only to the extent that such indemnifying Party has been prejudiced by such Indemnified
Party’s failure to give the Notice of Third Party Claim as required. The indemnifying Party receiving such Notice of Third
Party Claim may (without prejudice to the right of any Indemnified Party to participate at its own expense through counsel of
its own choosing) undertake the defense of such claims or actions at its expense with counsel chosen and paid by its giving written
notice (the “Election to Defend”) to the Indemnified Party within thirty (30) days after the date the Notice
of Third Party Claim is deemed received; provided, however, that the indemnifying Party receiving the Notice of Third Party Claim
may not settle such claims or actions without the consent of the Indemnified Party, which consent will not be unreasonably withheld
or delayed, except if the sole relief provided is monetary damages to be borne solely by the indemnifying Party; and, provided
further, if the defendants in any action include both the indemnifying Party and the Indemnified Party, and the Indemnified Party
shall have reasonably concluded that counsel selected by the indemnifying Party has a conflict of interest because of the availability
of different or additional defenses to the Parties, the Indemnified Party shall cooperate in the defense of such claim and shall
make available to the indemnifying Party pertinent information under its control relating thereto, but the Indemnified Party shall
have the right to retain its own counsel and to control its defense and shall be entitled to be reimbursed for all reasonable
costs and expenses incurred in such separate defense. In no event will the provisions of this Article X reduce or lessen the obligations
of the Parties under this Article X, if prior to the expiration of the foregoing thirty (30) day notice period, the Indemnified
Party furnishing the Notice of Third Party Claim responds to a third-party claim if such action is reasonably required to minimize
damages or avoid a forfeiture or penalty or because of any requirements imposed by law. If the indemnifying Party receiving the
Notice of Third Party Claim does not duly give the Election to Defend as provided above, then it will be deemed to have irrevocably
waived its right to defend or settle such claims, but it will have the right, at its expense, to attend, but not otherwise to
participate in, proceedings with such third parties; and if the indemnifying Party does duly give the Election to Defend, then
the Indemnified Party giving the Notice of Third Party Claim will have the right at its expense, to attend, but not otherwise
to participate in, such proceedings. The Parties to this Agreement will not be entitled to dispute the amount of any Damages (including
reasonable attorneys’ fees and expenses) related to such third-party claim resolved as provided above. The Members’
Representative shall have the right to act on behalf of, and to bind any Member for purposes of this Article X.


 


Section
10.05  Limitation on Rights of Indemnification.


 


		(a)	No
                                         OHGI Indemnified Party shall have the right to indemnification under this Agreement unless
                                         and until the aggregate amount of any and all such indemnification claims made by an
                                         OHGI Indemnified Party under this Agreement exceeds $100,000 (the “Basket”).
                                         If claims asserted by the OHGI Indemnified Parties exceed the Basket, the OHGI Indemnified
                                         Parties shall be entitled to receive $1.50 USD in respect of each one dollar ($1.00 USD)
                                         of indemnified claims in excess of the Basket until the OHGI Indemnified Parties shall
                                         have received an amount equal to the sum of the reimbursed indemnified claims plus the
                                         Basket in respect of indemnified claims If OHGI Indemnified Parties are entitled to any
                                         further payments in respect of indemnifications claims, they shall be made on a dollar-for-dollar
                                         basis subject to any limitations contained herein. The Basket shall not apply to claims
                                         relating to the representations and warranties of the Members in Section 2.01 as to the
                                         owner of the Company Member Interests. Members may satisfy any indemnification claims
                                         hereunder by delivery of shares of OHGI Common Stock. Such shares shall be valued at
                                         the greater of (i) $1.50 USD per share and (ii) the value used to determine the number
                                         of shares issued in respect of the Additional Shares, and, in such latter case, shares
                                         shall be valued first at the highest price, up to the number of shares issued at such
                                         price, next at the second highest price, up to the number of shares issued at such price,
                                         and then at the lowest price.



 






     


     


    

 


		(b)	The
                                         aggregate liability of the Members pursuant to this Article X shall not exceed the value
                                         of the Exchange Shares; provided, however, that the provisions of this Section 10.05
                                         shall not apply to: (i) breaches of Members’ representations and warranties relating
                                         to owner of Company Member Interests, and (ii) claims arising out of fraud.



 


		(c)	Except
                                         in the event of fraud, the remedies provided in Section 10.02 and Section 10.03 shall
                                         be the sole and exclusive remedies of OHGI Indemnified Parties and Member Indemnified
                                         Parties in connection with any breach of representation or warranty or non-performance,
                                         partial or total, of any covenant or agreement contained in this Agreement; provided,
                                         that, nothing contained herein shall prevent any Party from seeking equitable remedies
                                         (including specific performance or injunctive relief) in connection therewith.



 


Article
XI.  MISCELLANEOUS


 


Section
11.01  Governing Law. This Agreement shall be governed by, enforced, and construed under and in accordance with
the laws of Delaware, without giving effect to principles of conflicts of law thereunder. Venue for all matters shall be in the
State of Florida and United States Courts located in Palm Beach County, Florida (the “Florida Courts”). Each
of the Parties (a) irrevocably consents and agrees that any legal or equitable action or proceedings arising under or in connection
with this Agreement shall be brought exclusively in the Florida Courts. By execution and delivery of this Agreement, each Party
hereto irrevocably submits to and accepts, with respect to any such action or proceeding, generally and unconditionally, the jurisdiction
of the aforesaid court, and irrevocably waives any and all rights such Party may now or hereafter have to object to such jurisdiction.


 


Section
11.02  Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS
AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF
OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE CONTEMPLATED TRANSACTIONS. EACH PARTY CERTIFIES AND ACKNOWLEDGES
THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO
ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C)
SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 11.02.


 






     


     


    

 


Section
11.03  Specific Performance. The Parties agree that irreparable damage would occur if any provision of this Agreement
were not performed in accordance with the terms hereof and that the Parties shall be entitled to specific performance of the terms
hereof, in addition to any other remedy to which they are entitled at law or in equity.


 


Section
11.04  Notices. Any notice or other communications required or permitted hereunder shall be in writing and shall
be sufficiently given if personally delivered to it or sent by overnight courier or registered mail or certified mail, postage
prepaid, or electronic mail with a follow up copy by overnight courier, addressed as follows:


 


If
to the Company or the Members:


 


MAHAM
LLC 


910
West Avenue B and C 


Miami
Beach, Florida 33139 


Attn:
Skylar Hauswirth, Managing Member 


E-mail:
Skylar@MahamStudio.com


 


If
to OHGI:


 


One
Horizon Group, Inc. 


649
NE 81st Street 


Miami
FL 33138 


Attn:
Mark B. White, Chief Executive Officer 


E-mail:
mark@onehorizoninc.com


 


with
copies (which shall not constitute notice) by electronic mail to:


 


One
Horizon Group, Inc. 


34
South Molton Street 


London
W1K 5RG, United Kingdom 


Attn:
Martin Ward, Chief Financial Officer 


E-mail:
martin.ward@onehorizongroup.com


 






     


     


    

 


And


 


Anthony
L.G., PLLC 


Attn:
Laura Anthony 


625
N. Flagler Drive, Suite 600 


West
Palm Beach, FL 33401 


Email:
Lanthony@anthonypllc.com


 


or
such other addresses as shall be furnished in writing by any Party in the manner for giving notices hereunder, and any such notice
or communication shall be deemed to have been given (i) upon receipt, if personally delivered or sent by electronic mail, (ii)
on the day after dispatch, if sent by overnight courier, and (iii) three (3) days after mailing, if sent by registered or certified
mail.


 


Section
11.05  Attorneys’ Fees. In the event that any Party institutes any action or suit to enforce this Agreement
or to secure relief from any default hereunder or breach hereof, the prevailing Party shall be reimbursed by the losing Party
for all costs, including reasonable attorneys’ fees, incurred in connection therewith and in enforcing or collecting any
judgment rendered therein.


 


Section
11.06  Confidentiality. OHGI,
on the one hand, the Company and the Members, on the other hand, each agree with the other that the documentation and other information
disclosed to them by the other Parties hereunder to evaluate various the business and affairs of the Company or OHGI, as the case
may be, and various aspects of the Exchange and the other Transactions may contain proprietary confidential information and trade
secrets, and that the disclosure and unauthorized use of such information could cause irreparable injury. The Parties agree that
all such information and materials shall be used and disclosed only to the limited extent
necessary for the Parties hereto (and their professional advisors) to evaluate the Exchange and the other Transactions. All extracts,
digests and copies of such documentation and information shall be maintained under strict control by the recipients, other than
as required by applicable law. Upon termination of the negotiations by the Parties, no Party (or advisor to such Party) shall
make any further use of such documentation and information, and all documentation previously
obtained (together with all copies, abstracts, digests and analyses thereof) shall be returned to the Party providing such information.
The Company and the Members recognize that OHGI is a publicly traded company in the United States and agree not to buy OHGI Common
Stock or recommend to any other Party that it or he or she do so, from the Closing Date until such information has been disclosed
to the public.


 


Section
11.07  Public Announcements and Filings. Unless required by applicable law or regulatory authority, none of the
Parties will issue any report, statement or press release to the general public, trade or trade press, or to any third party (other
than its advisors and representatives in connection with Transactions) or file any document, relating to this Agreement and Transactions,
except as may be mutually agreed by the Parties. Copies of any such filings, public announcements or disclosures, including any
announcements or disclosures mandated by law or regulatory authorities, shall be delivered to each Party prior to the release
thereof.


 


Section
11.08  Schedules; Knowledge. Each Party is presumed to have full knowledge of all information set forth in the
other Party’s schedules delivered pursuant to this Agreement.


 






     


     


    

 


Section
11.09  Third-Party Beneficiaries. This contract is strictly between OHGI and the Company, and, except as specifically
provided, no director, officer, stockholder (other than the Members), employee, agent, independent contractor or any other person
or entity shall be deemed to be a third-Party beneficiary of this Agreement.


 


Section
11.10  Expenses. Whether or not the Exchange is consummated, each of OHGI, on the one hand, and the Company and
the Members and the Members’ Representative, on the other hand, will bear their own respective expenses, including without
limitation the fees and expenses of its legal, accounting and financial advisors, incurred in connection with the Exchange or
any of the other Transactions.


 


Section
11.11  Entire Agreement. This Agreement and the Note and the other Transaction Documents represent the entire
agreement between the Parties relating to the subject matter thereof and supersede all prior agreements, understandings and negotiations,
written or oral, with respect to such subject matter. If any term or provision of this Agreement is invalid, illegal or unenforceable
in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement
or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term
or other provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so
as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the Contemplated
Transactions be consummated as originally contemplated to the greatest extent possible.


 


Section
11.12  Amendment or Waiver. Every right and remedy provided herein shall be cumulative with every other right
and remedy, whether conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any Party
of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore,
or thereafter occurring or existing. This Agreement may by amended only by a writing signed by all Parties hereto.


 


Section
11.13  Commercially Reasonable Efforts. Subject to the terms and conditions herein provided, each Party shall
use its commercially reasonable efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it
under this Agreement so that Transactions shall be consummated as soon as practicable. Each Party also agrees that it shall use
its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary,
proper or advisable under applicable laws and regulations to consummate and make effective this Agreement and the Transactions.


 


Section
11.14  Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties
and their respective successors and permitted assigns. No Party may assign its rights or obligations hereunder without the prior
written consent of the other Parties. No assignment shall relieve the assigning Party of any of its obligations hereunder.


 


Section
11.15  Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an
original and all of which taken together shall be but a single instrument.


 


[Signature
Page Follow]



 






     


     


    

 


IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.


 





	 	One Horizon Group, Inc.
	 	 	 	 
	 	By:	/s/
    Martin Ward
	 	Name:	Martin Ward
	 	Title:	Chief Financial Officer
	 	 	 	 
	 	MAHAM, LLC
	 	 	 	 
	 		By:	/s/ Skylar Hauswirth
	 	 	Name:	Skylar Hauswirth
	 	 	Title:	Manager
	 	 	 	 
	 	 	By:	/s/ Daniel Troiano
	 	 	Name:	Daniel Troiano
	 	 	Title:	Chairman




 





	 	Members:	 
	 	 	 
	 	Member Name:	 
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 
	 	 	(if applicable)




 





    


    


    

 





IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date. 


 


	 	One Horizon Group, Inc.
	 	 	 	 	 
	 	By:	 	 
	 	Name: 	Martin Ward	 
	 	Title:	Chief Financial Officer
	 	 	 	 	 
	 	MAHAM, LLC	 
	 	 	 	 	 
	 	 	By:		 
	 	 	Name:	Skylar Hauswirth
	 	 	Title:	Manager	
	 	 	 	 	 
	 	 	By:		 
	 	 	Name:	Daniel Troiano
	 	 	Title:	Chairman	



 


	 	Members:	 
	 	 	 	 
	 	Member Name:	Daniel
    Troiano	 
	 	 	 	 
	 	By:	/s/ Daniel
    Troiano	 
	 	 	 	 
	 	Name:	Daniel
    Troiano	 
	 	 	 	 
	 	Title:	Chairman	 
	 	 	(if applicable)




 






    


    


    

 





IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date. 


 


	 	One Horizon Group, Inc.
	 	 	 	 	 
	 	By:	 	 
	 	Name: 	Martin Ward	 
	 	Title:	Chief Financial Officer
	 	 	 	 	 
	 	MAHAM, LLC	 
	 	 	 	 	 
	 	 	By:		 
	 	 	Name:	Skylar Hauswirth
	 	 	Title:	Manager	
	 	 	 	 	 
	 	 	By:		 
	 	 	Name:	Daniel Troiano
	 	 	Title:	Chairman	



 


	 	Members:	 
	 	 	 	 
	 	Member Name:	Skylar Hauswirth	 
	 	 	 	 
	 	By:	/s/ Skylar Hauswirth	 
	 	 	 	 
	 	Name:	Skylar Hauswirth	 
	 	 	 	 
	 	Title:	CEO Founder	 
	 	 	(if applicable)




 






    


    


    

 





IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date. 


 


	 	One Horizon Group, Inc.
	 	 	 	 	 
	 	By:	 	 
	 	Name: 	Martin Ward	 
	 	Title:	Chief Financial Officer
	 	 	 	 	 
	 	MAHAM, LLC	 
	 	 	 	 	 
	 	 	By:		 
	 	 	Name:	Skylar Hauswirth
	 	 	Title:	Manager	
	 	 	 	 	 
	 	 	By:		 
	 	 	Name:	Daniel Troiano
	 	 	Title:	Chairman	



 


	 	Members:	 
	 	 	 	 
	 	Member Name:	David Lyons	 
	 	 	 	 
	 	By:	/s/ David Lyons	 
	 	 	 	 
	 	Name:	 	 
	 	 	 	 
	 	Title:	 	 
	 	 	(if applicable)




 






    


    


    

 





IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date. 


 


	 	One Horizon Group, Inc.
	 	 	 	 	 
	 	By:	 	 
	 	Name: 	Martin Ward	 
	 	Title:	Chief Financial Officer
	 	 	 	 	 
	 	MAHAM, LLC	 
	 	 	 	 	 
	 	 	By:		 
	 	 	Name:	Skylar Hauswirth
	 	 	Title:	Manager	
	 	 	 	 	 
	 	 	By:		 
	 	 	Name:	Daniel Troiano
	 	 	Title:	Chairman	



 


	 	Members:	 
	 	 	 	 
	 	Member Name:	Heather Hauswirth	 
	 	 	 	 
	 	By:	/s/ Heather Hauswirth	 
	 	 	 	 
	 	Name:	 	 
	 	 	 	 
	 	Title:	Advisor	 
	 	 	(if applicable)




 






    


    


    

 





IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date. 


 


	 	One Horizon Group, Inc.
	 	 	 	 	 
	 	By:	 	 
	 	Name: 	Martin Ward	 
	 	Title:	Chief Financial Officer
	 	 	 	 	 
	 	MAHAM, LLC	 
	 	 	 	 	 
	 	 	By:		 
	 	 	Name:	Skylar Hauswirth
	 	 	Title:	Manager	
	 	 	 	 	 
	 	 	By:		 
	 	 	Name:	Daniel Troiano
	 	 	Title:	Chairman	



 


	 	Members:	 
	 	 	 	 
	 	Member Name:	 	 
	 	 	 	 
	 	By:	/s/ Reid Heidenry	 
	 	 	 	 
	 	Name:	Reid Heidenry	 
	 	 	 	 
	 	Title:	 	 
	 	 	(if applicable)




 






    


    


    

 





IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date. 


 


	 	One Horizon Group, Inc.
	 	 	 	 	 
	 	By:	 	 
	 	Name: 	Martin Ward	 
	 	Title:	Chief Financial Officer
	 	 	 	 	 
	 	MAHAM, LLC	 
	 	 	 	 	 
	 	 	By:		 
	 	 	Name:	Skylar Hauswirth
	 	 	Title:	Manager	
	 	 	 	 	 
	 	 	By:		 
	 	 	Name:	Daniel Troiano
	 	 	Title:	Chairman	



 


	 	Members:	 
	 	 	 	 
	 	Member Name:	Innovation Factory VC, LLC	 
	 	 	 	 
	 	By:	/s/ Teague Egan	 
	 	 	 	 
	 	Name:	Teague Evan	 
	 	 	 	 
	 	Title:	CEO	 
	 	 	(if applicable)




 






    


    


    

 





IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date. 


 


	 	One Horizon Group, Inc.
	 	 	 	 	 
	 	By:	 	 
	 	Name: 	Martin Ward	 
	 	Title:	Chief Financial Officer
	 	 	 	 	 
	 	MAHAM, LLC	 
	 	 	 	 	 
	 	 	By:		 
	 	 	Name:	Skylar Hauswirth
	 	 	Title:	Manager	
	 	 	 	 	 
	 	 	By:		 
	 	 	Name:	Daniel Troiano
	 	 	Title:	Chairman	



 


	 	Members:	 
	 	 	 	 
	 	Member Name:	Jeff Fried	 
	 	 	 	 
	 	By:	/s/ Jeff Fried	 
	 	 	 	 
	 	Name:	Jeff Fried	 
	 	 	 	 
	 	Title:	 	 
	 	 	(if applicable)




 






    


    


    

 





IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date. 


 


	 	One Horizon Group, Inc.
	 	 	 	 	 
	 	By:	 	 
	 	Name: 	Martin Ward	 
	 	Title:	Chief Financial Officer
	 	 	 	 	 
	 	MAHAM, LLC	 
	 	 	 	 	 
	 	 	By:		 
	 	 	Name:	Skylar Hauswirth
	 	 	Title:	Manager	
	 	 	 	 	 
	 	 	By:		 
	 	 	Name:	Daniel Troiano
	 	 	Title:	Chairman	



 


	 	Members:	 
	 	 	 	 
	 	Member Name:	/s/ Ronald Michael
    Malone	 
	 	 	 	 
	 	By:	 	 
	 	 	 	 
	 	Name:	Ronald Michael Malone	 
	 	 	 	 
	 	Title:	 	 
	 	 	(if applicable)




 






    


    


    

 





IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date. 


 


	 	One Horizon Group, Inc.
	 	 	 	 	 
	 	By:	 	 
	 	Name: 	Martin Ward	 
	 	Title:	Chief Financial Officer
	 	 	 	 	 
	 	MAHAM, LLC	 
	 	 	 	 	 
	 	 	By:		 
	 	 	Name:	Skylar Hauswirth
	 	 	Title:	Manager	
	 	 	 	 	 
	 	 	By:		 
	 	 	Name:	Daniel Troiano
	 	 	Title:	Chairman	



 


	 	Members:	 
	 	 	 	 
	 	Member Name:	Scalable, LLC	 
	 	 	 	 
	 	By:	/s/ Jeff Smith	 
	 	 	 	 
	 	Name:	Jeff Smith	 
	 	 	 	 
	 	Title:	CEO, Manager	 
	 	 	(if applicable)




 






    


    


    

 





IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date. 


 


	 	One Horizon Group, Inc.
	 	 	 	 	 
	 	By:	 	 
	 	Name: 	Martin Ward	 
	 	Title:	Chief Financial Officer
	 	 	 	 	 
	 	MAHAM, LLC	 
	 	 	 	 	 
	 	 	By:		 
	 	 	Name:	Skylar Hauswirth
	 	 	Title:	Manager	
	 	 	 	 	 
	 	 	By:		 
	 	 	Name:	Daniel Troiano
	 	 	Title:	Chairman	



 


	 	Members:	 
	 	 	 	 
	 	Member Name:	Conversion Media, LLC	 
	 	 	 	 
	 	By:	/s/ Jeff Smith	 
	 	 	 	 
	 	Name:	Jeff Smith	 
	 	 	 	 
	 	Title:	CEO, Manager	 
	 	 	(if applicable)




 






    


    


    

 





IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date. 


 


	 	One Horizon Group, Inc.
	 	 	 	 	 
	 	By:	 	 
	 	Name: 	Martin Ward	 
	 	Title:	Chief Financial Officer
	 	 	 	 	 
	 	MAHAM, LLC	 
	 	 	 	 	 
	 	 	By:		 
	 	 	Name:	Skylar Hauswirth
	 	 	Title:	Manager	
	 	 	 	 	 
	 	 	By:		 
	 	 	Name:	Daniel Troiano
	 	 	Title:	Chairman	



 


	 	Members:	 
	 	 	 	 
	 	Member Name:	Jeff Smith	 
	 	 	 	 
	 	By:	/s/ Jeff Smith	 
	 	 	 	 
	 	Name:	Jeff Smith	 
	 	 	 	 
	 	Title:	Individual	 
	 	 	(if applicable)




 






    


    


    

 





IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date. 


 


	 	One Horizon Group, Inc.
	 	 	 	 	 
	 	By:	 	 
	 	Name: 	Martin Ward	 
	 	Title:	Chief Financial Officer
	 	 	 	 	 
	 	MAHAM, LLC	 
	 	 	 	 	 
	 	 	By:		 
	 	 	Name:	Skylar Hauswirth
	 	 	Title:	Manager	
	 	 	 	 	 
	 	 	By:		 
	 	 	Name:	Daniel Troiano
	 	 	Title:	Chairman	



 


	 	Members:	 
	 	 	 	 
	 	Member Name:	Network Capital Enterprises, LLC	 
	 	 	 	 
	 	By:	/s/ Tri Nguyen	 
	 	 	 	 
	 	Name:	Tri Nguyen	 
	 	 	 	 
	 	Title:	Managing Member	 
	 	 	(if applicable)




 






    


    


    

 





IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date. 


 


	 	One Horizon Group, Inc.
	 	 	 	 	 
	 	By:	 	 
	 	Name: 	Martin Ward	 
	 	Title:	Chief Financial Officer
	 	 	 	 	 
	 	MAHAM, LLC	 
	 	 	 	 	 
	 	 	By:		 
	 	 	Name:	Skylar Hauswirth
	 	 	Title:	Manager	
	 	 	 	 	 
	 	 	By:		 
	 	 	Name:	Daniel Troiano
	 	 	Title:	Chairman	



 


	 	Members:	 
	 	 	 	 
	 	Member Name:	Ahmad Nahawi	 
	 	 	 	 
	 	By:	/s/  	 
	 	 	 	 
	 	Name:	[Illegible]	 
	 	 	 	 
	 	Title:	MD	 
	 	 	(if applicable)




 






    


    


    

 





IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date. 


 


	 	One Horizon Group, Inc.
	 	 	 	 	 
	 	By:	 	 
	 	Name: 	Martin Ward	 
	 	Title:	Chief Financial Officer
	 	 	 	 	 
	 	MAHAM, LLC	 
	 	 	 	 	 
	 	 	By:		 
	 	 	Name:	Skylar Hauswirth
	 	 	Title:	Manager	
	 	 	 	 	 
	 	 	By:		 
	 	 	Name:	Daniel Troiano
	 	 	Title:	Chairman	



 


	 	Members:	 
	 	 	 	 
	 	Member Name:	Alexandre de Damas	 
	 	 	 	 
	 	By:	/s/ Alexandre de Damas	 
	 	 	 	 
	 	Name:	Alexandre de Damas	 
	 	 	 	 
	 	Title:	Shareholder	 
	 	 	(if applicable)




 






    


    


    

 





IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date. 


 


	 	One Horizon Group, Inc.
	 	 	 	 	 
	 	By:	 	 
	 	Name: 	Martin Ward	 
	 	Title:	Chief Financial Officer
	 	 	 	 	 
	 	MAHAM, LLC	 
	 	 	 	 	 
	 	 	By:		 
	 	 	Name:	Skylar Hauswirth
	 	 	Title:	Manager	
	 	 	 	 	 
	 	 	By:		 
	 	 	Name:	Daniel Troiano
	 	 	Title:	Chairman	



 


	 	Members:	 
	 	 	 	 
	 	Member Name:	 	 
	 	 	 	 
	 	By:	/s/ Kevin Vilkin	 
	 	 	 	 
	 	Name:	 	 
	 	 	 	 
	 	Title:	 	 
	 	 	(if applicable)




 






    


    


    

 





IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date. 


 


	 	One Horizon Group, Inc.
	 	 	 	 	 
	 	By:	 	 
	 	Name: 	Martin Ward	 
	 	Title:	Chief Financial Officer
	 	 	 	 	 
	 	MAHAM, LLC	 
	 	 	 	 	 
	 	 	By:		 
	 	 	Name:	Skylar Hauswirth
	 	 	Title:	Manager	
	 	 	 	 	 
	 	 	By:		 
	 	 	Name:	Daniel Troiano
	 	 	Title:	Chairman	



 


	 	Members:	 
	 	 	 	 
	 	Member Name:	LTGG, Inc.	 
	 	 	 	 
	 	By:	/s/ George Heisel	 
	 	 	 	 
	 	Name:	George Heisel	 
	 	 	 	 
	 	Title:	President	 
	 	 	(if applicable)




 






    


    


    

 





IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date. 


 


	 	One Horizon Group, Inc.
	 	 	 	 	 
	 	By:	 	 
	 	Name: 	Martin Ward	 
	 	Title:	Chief Financial Officer
	 	 	 	 	 
	 	MAHAM, LLC	 
	 	 	 	 	 
	 	 	By:		 
	 	 	Name:	Skylar Hauswirth
	 	 	Title:	Manager	
	 	 	 	 	 
	 	 	By:		 
	 	 	Name:	Daniel Troiano
	 	 	Title:	Chairman	



 


	 	Members:	 
	 	 	 	 
	 	Member Name:	 	 
	 	 	 	 
	 	By:	/s/ Marko Gojanovic	 
	 	 	 	 
	 	Name:	Marko Gojanovic	 
	 	 	 	 
	 	Title:	 	 
	 	 	(if applicable)




 






    


    


    

 





IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date. 


 


	 	One Horizon Group, Inc.
	 	 	 	 	 
	 	By:	 	 
	 	Name: 	Martin Ward	 
	 	Title:	Chief Financial Officer
	 	 	 	 	 
	 	MAHAM, LLC	 
	 	 	 	 	 
	 	 	By:		 
	 	 	Name:	Skylar Hauswirth
	 	 	Title:	Manager	
	 	 	 	 	 
	 	 	By:		 
	 	 	Name:	Daniel Troiano
	 	 	Title:	Chairman	



 


	 	Members:	 
	 	 	 	 
	 	Member Name:	Ray Diaz	 
	 	 	 	 
	 	By:	 	 
	 	 	 	 
	 	Name:	/s/ Ray Diaz	 
	 	 	 	 
	 	Title:	 	 
	 	 	(if applicable)




 






    


    


    

 





IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date. 


 


	 	One Horizon Group, Inc.
	 	 	 	 	 
	 	By:	 	 
	 	Name: 	Martin Ward	 
	 	Title:	Chief Financial Officer
	 	 	 	 	 
	 	MAHAM, LLC	 
	 	 	 	 	 
	 	 	By:		 
	 	 	Name:	Skylar Hauswirth
	 	 	Title:	Manager	
	 	 	 	 	 
	 	 	By:		 
	 	 	Name:	Daniel Troiano
	 	 	Title:	Chairman	



 


	 	Members:	 
	 	 	 	 
	 	Member Name:	Rex Runzheimer	 
	 	 	 	 
	 	By:	/s/ Rex Runzheimer	 
	 	 	 	 
	 	Name:	 	 
	 	 	 	 
	 	Title:	 	 
	 	 	(if applicable)




 






    


    


    

 





IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date. 


 


	 	One Horizon Group, Inc.
	 	 	 	 	 
	 	By:	 	 
	 	Name: 	Martin Ward	 
	 	Title:	Chief Financial Officer
	 	 	 	 	 
	 	MAHAM, LLC	 
	 	 	 	 	 
	 	 	By:		 
	 	 	Name:	Skylar Hauswirth
	 	 	Title:	Manager	
	 	 	 	 	 
	 	 	By:		 
	 	 	Name:	Daniel Troiano
	 	 	Title:	Chairman	



 


	 	Members:	 
	 	 	 	 
	 	Member Name:	Steve Schlesinger	 
	 	 	 	 
	 	By:	/s/ Steve Schlesinger	 
	 	 	 	 
	 	Name:	Steve Schlesinger	 
	 	 	 	 
	 	Title:	 	 
	 	 	(if applicable)




 






    


    


    

 





IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date. 


 


	 	One Horizon Group, Inc.
	 	 	 	 	 
	 	By:	 	 
	 	Name: 	Martin Ward	 
	 	Title:	Chief Financial Officer
	 	 	 	 	 
	 	MAHAM, LLC	 
	 	 	 	 	 
	 	 	By:		 
	 	 	Name:	Skylar Hauswirth
	 	 	Title:	Manager	
	 	 	 	 	 
	 	 	By:		 
	 	 	Name:	Daniel Troiano
	 	 	Title:	Chairman	



 


	 	Members:	 
	 	 	 	 
	 	Member Name:	Dan Fleyshman	 
	 	 	 	 
	 	By:	/s/ Dan Fleyshman	 
	 	 	 	 
	 	Name:	Dan Fleyshman	 
	 	 	 	 
	 	Title:	--	 
	 	 	(if applicable)




 






    


    


    

 





IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date. 


 


	 	One Horizon Group, Inc.
	 	 	 	 	 
	 	By:	 	 
	 	Name: 	Martin Ward	 
	 	Title:	Chief Financial Officer
	 	 	 	 	 
	 	MAHAM, LLC	 
	 	 	 	 	 
	 	 	By:		 
	 	 	Name:	Skylar Hauswirth
	 	 	Title:	Manager	
	 	 	 	 	 
	 	 	By:		 
	 	 	Name:	Daniel Troiano
	 	 	Title:	Chairman	



 


	 	Members:	 
	 	 	 	 
	 	Member Name:	Maxence de Damas	 
	 	 	 	 
	 	By:	/s/ Maxence de Damas	 
	 	 	 	 
	 	Name:	Maxence de Damas	 
	 	 	 	 
	 	Title:	Shareholder	 
	 	 	(if applicable)




 






    


    


    

 





IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date. 


 


	 	One Horizon Group, Inc.
	 	 	 	 	 
	 	By:	 	 
	 	Name: 	Martin Ward	 
	 	Title:	Chief Financial Officer
	 	 	 	 	 
	 	MAHAM, LLC	 
	 	 	 	 	 
	 	 	By:		 
	 	 	Name:	Skylar Hauswirth
	 	 	Title:	Manager	
	 	 	 	 	 
	 	 	By:		 
	 	 	Name:	Daniel Troiano
	 	 	Title:	Chairman	



 


	 	Members:	 
	 	 	 	 
	 	Member Name:	Bespoke Growth Partners, Inc.	 
	 	 	 	 
	 	By:	/s/ Mark Peikin	 
	 	 	 	 
	 	Name:	Mark Peikin	 
	 	 	 	 
	 	Title:	CEO	 
	 	 	(if applicable)




 






    


    


    

 





IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date. 


 


	 	One Horizon Group, Inc.
	 	 	 	 	 
	 	By:	 	 
	 	Name: 	Martin Ward	 
	 	Title:	Chief Financial Officer
	 	 	 	 	 
	 	MAHAM, LLC	 
	 	 	 	 	 
	 	 	By:		 
	 	 	Name:	Skylar Hauswirth
	 	 	Title:	Manager	
	 	 	 	 	 
	 	 	By:		 
	 	 	Name:	Daniel Troiano
	 	 	Title:	Chairman	



 


	 	Members:	 
	 	 	 	 
	 	Member Name:	First Choice International Company, Inc.	 
	 	 	 	 
	 	By:	/s/ Mark Peikin	 
	 	 	 	 
	 	Name:	Mark Peikin	 
	 	 	 	 
	 	Title:	CEO	 
	 	 	(if applicable)