Exhibit 10.1


 


EQUITY PURCHASE AGREEMENT


 


This
equity purchase agreement (this “Agreement”) is entered into as of July 18, 2019 (provided, however, that this
Agreement shall only be effective as of the Execution Date (as defined in this Agreement)), by and between One Horizon Group, Inc.,
a Delaware corporation (the “Company”), and Crown Bridge Partners, LLC, a New York limited liability company (the
“Investor”).


 


WHEREAS,
the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the
Investor, from time to time as provided herein, and the Investor shall purchase up to Ten Million Dollars ($10,000,000.00) of the
Company’s Common Stock (as defined below);


 


NOW, THEREFORE,
the parties hereto agree as follows:


 


ARTICLE I


CERTAIN DEFINITIONS


 


Section
1.1 DEFINED TERMS. As used in this Agreement, the following terms shall have the following meanings specified or indicated
(such meanings to be equally applicable to both the singular and plural forms of the terms defined):


 


“Agreement”
shall have the meaning specified in the preamble hereof.


 


“Average
Daily Trading Value” shall mean the average trading volume of the Company’s Common Stock in the fifteen (15) Trading
Days immediately preceding the respective Put Date (the “Pricing Period”) multiplied by the lowest traded price of
the Company’s Common Stock in the fifteen (15) Trading Days immediately preceding the respective Put Date.


 


“Bankruptcy
Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.


 


“Claim
Notice” shall have the meaning specified in Section 9.3(a).


 


“Clearing
Costs” shall mean all of the Investor’s brokerage firm, clearing firm, and Transfer Agent fees relating to the
Put Shares, as well as legal fees of $1,000 per Put.


 


“Clearing
Date” shall be the date on which the Investor receives the Put Shares as DWAC Shares in its brokerage account.


 


“Closing”
shall mean one of the closings of a purchase and sale of shares of Common Stock pursuant to Section 2.3.


 






     


     


    

 


“Closing
Certificate” shall mean the closing certificate of the Company in the form of Exhibit B hereto.


 


“Closing
Date” shall mean the date of any Closing hereunder.


 


“Commitment
Period” shall mean the period commencing on the Execution Date, and ending on the earlier of (i) the date on which the
Investor shall have purchased Put Shares pursuant to this Agreement equal to the Maximum Commitment Amount, (ii) July 18, 2022,
or (iii) written notice of termination by the Company to the Investor (which shall not occur at any time that the Investor holds
any of the Put Shares).


 


“Commitment
Shares” shall mean 4,338,793 shares of the Company’s common stock which were issued to the Investor on or around
the date hereof, subject to adjustment as provided herein.


 


“Common
Stock” shall mean the Company’s common stock, $0.0001 par value per share, and any shares of any other class of common
stock whether now or hereafter authorized, having the right to participate in the distribution of dividends (as and when declared)
and assets (upon liquidation of the Company).


 


“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to
acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common
Stock.


 


“Company”
shall have the meaning specified in the preamble to this Agreement.


 


“Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


“Damages”
shall mean any loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorneys’ fees and
disbursements and costs and expenses of expert witnesses and investigation).


 


“Dispute
Period” shall have the meaning specified in Section 9.3(a).


 


“DTC”
shall mean The Depository Trust Company, or any successor performing substantially the same function for the Company.


 


“DTC/FAST
Program” shall mean the DTC’s Fast Automated Securities Transfer Program.


 


“DWAC”
shall mean Deposit Withdrawal at Custodian as defined by the DTC.


 






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“DWAC
Eligible” shall mean that (a) the Common Stock is eligible at DTC for full services pursuant to DTC’s Operational
Arrangements, including, without limitation, transfer through DTC’s DWAC system, (b) the Company has been approved (without
revocation) by the DTC’s underwriting department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program,
(d) the Commitment Shares or Put Shares, as applicable, are otherwise eligible for delivery via DWAC, and (e) the Transfer Agent
does not have a policy prohibiting or limiting delivery of the Commitment Shares or Put Shares, as applicable, via DWAC.


 


“DWAC
Shares” means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and transferable and
without restriction on resale and (iii) timely credited by the Company to the Investor’s or its designee’s specified
DWAC account with DTC under the DTC/FAST Program, or any similar program hereafter adopted by DTC performing substantially the
same function.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Exchange
Cap” shall have the meaning set forth in Section 7.1(c).


 


“Execution
Date” shall mean the date that this Agreement is signed by the Company and the Investor.


 


“FINRA”
shall mean the Financial Industry Regulatory Authority, Inc.


 


“Investment
Amount” shall mean the Put Shares referenced in the Put Notice multiplied by the Purchase Price minus the Clearing Costs.


 


“Indemnified
Party” shall have the meaning specified in Section 9.2.


 


“Indemnifying
Party” shall have the meaning specified in Section 9.2.


 


“Indemnity
Notice” shall have the meaning specified in Section 9.3(e).


 


“Investor”
shall have the meaning specified in the preamble to this Agreement.


 


“Lien”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 


“Market
Price” shall mean the one (1) lowest traded price on the Principal Market for any Trading Day during the Pricing Period,
as reported by Bloomberg Finance L.P or other reputable source, subject to adjustment herein.


 


“Material
Adverse Effect” shall mean any effect on the business, operations, properties, or financial condition of the Company and
the Subsidiaries that is material and adverse to the Company and the Subsidiaries and/or any condition, circumstance, or situation
that would prohibit or otherwise materially interfere with the ability of the Company to enter into and perform its obligations
under any Transaction Document.


 






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“Maximum
Commitment Amount” shall mean Ten Million Dollars ($10,000,000.00).


 


“Person”
shall mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.


 


“Principal
Market” shall mean any of the national exchanges (i.e. NYSE, NYSE AMEX, Nasdaq), or principal quotation systems (i.e.
OTCQX, OTCQB, OTC Pink, the OTC Bulletin Board), or other principal exchange or recognized quotation system which is at the time
the principal trading platform or market for the Common Stock.


 


“Purchase
Price” shall mean 82% of the lesser of the (i) Market Price on such date on which the Purchase Price is calculated in
accordance with the terms and conditions of this Agreement or (ii) Valuation Price on such date on which the Purchase Price is
calculated in accordance with the terms and conditions of this Agreement.


 


“Put”
shall mean the right of the Company to require the Investor to purchase shares of Common Stock, subject to the terms and conditions
of this Agreement.


 


“Put Date”
shall mean any Trading Day during the Commitment Period that a Put Notice is deemed delivered pursuant to Section 2.2(b).


 


“Put Notice”
shall mean a written notice, substantially in the form of Exhibit A hereto, to Investor setting forth the Put Shares which
the Company intends to require Investor to purchase pursuant to the terms of this Agreement.


 


“Put Shares”
shall mean all shares of Common Stock issued, or that the Company shall be entitled to issue, per any applicable Put Notice in
accordance with the terms and conditions of this Agreement.


 


“Registration
Statement” shall have the meaning specified in Section 6.4.


 


“Regulation
D” shall mean Regulation D promulgated under the Securities Act.


 


“Required
Minimum” shall mean, as of any date, the maximum aggregate number of shares of
Common Stock then issued or potentially issuable in the future pursuant to the Transaction Documents, including any Commitment
Shares, ignoring any beneficial ownership limitations set forth therein. 


 


“Rule 144”
shall mean Rule 144 under the Securities Act or any similar provision then in force under the Securities Act.


 


“SEC”
shall mean the United States Securities and Exchange Commission.


 


“SEC Documents”
shall have the meaning specified in Section 4.5.


 






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“Securities”
means, collectively, the Put Shares and the Commitment Shares.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended.


 


 “Short
Sales” shall mean all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act.


 


“Subsidiary”
means any Person the Company wholly-owns or controls, or in which the Company, directly or indirectly, owns a majority of the voting
stock or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of Regulation S-K promulgated
under the Securities Act.


 


“Third
Party Claim” shall have the meaning specified in Section 9.3(a).


 


“Trading
Day” shall mean a day on which the Principal Market shall be open for business.


 


“Transaction
Documents” shall mean this Agreement and all schedules and exhibits hereto and thereto.


 


“Transfer
Agent” shall mean Nevada Agency and Transfer Company, the current transfer agent
of the Company, and any successor transfer agent of the Company. 


 


“Transfer
Agent Instruction Letter” means the letter from the Company to the Transfer Agent which instructs the Transfer Agent
to issue the Put Shares and the Commitment Shares pursuant to the Transaction Documents, in the form of Exhibit C attached
hereto. 


 


“Valuation
Period” shall mean the period of seven (7) Trading Days following the Clearing Date associated with the applicable Put
Notice.


 


“Valuation
Price” shall mean the lowest traded price of the Company’s common stock during the respective Valuation Period.


 


ARTICLE II


PURCHASE AND SALE OF COMMON STOCK


 


Section 2.1  PUTS.
Upon the terms and conditions set forth herein (including, without limitation, the provisions of Article VII), the Company shall
have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Put Notice from time to time,
to purchase Put Shares (i) in a minimum amount not less than $10,000.00 and (ii) in a maximum amount up to the lesser of (a) $175,000.00
or (b) 200% of the Average Daily Trading Value.


 






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Section
2.2 MECHANICS.

 


(a)
PUT NOTICE. At any time and from time to time during the Commitment Period, except as provided in this Agreement, the Company
may deliver a Put Notice to Investor, subject to satisfaction of the conditions set forth in Section 7.2 and otherwise provided
herein. The Company shall deliver, or cause to be delivered, the Put Shares as DWAC Shares to the Investor within two (2) Trading
Days following the Put Date.


 


(b)
DATE OF DELIVERY OF PUT NOTICE. A Put Notice shall be deemed delivered on (i) the Trading Day it is received by email by
the Investor if such notice is received on or prior to 8:30 a.m. EST or (ii) the immediately succeeding Trading Day if it is received
by email after 8:30 a.m. EST on a Trading Day or at any time on a day which is not a Trading Day. The Company shall not deliver
another Put Notice to the Investor within ten Trading Days of the Clearing Date associated with the immediately prior Put Notice.


 


Section 2.3  CLOSINGS.
If the value of the Put Shares delivered to the Investor causes the Company to exceed the Maximum Commitment Amount, then the Investor
shall return to the Company the surplus amount of Put Shares associated with such Put and the Purchase Price with respect to such
Put shall be reduced by any Clearing Costs related to the return of such Put Shares. The Closing of a Put shall occur within four
(4) Trading Days following the end of the respective Valuation Period, whereby the Investor shall deliver the Investment Amount
by wire transfer of immediately available funds to an account designated by the Company.


 


ARTICLE III


REPRESENTATIONS AND
WARRANTIES OF INVESTOR


 


The
Investor represents and warrants to the Company that:


 


Section
3.1 INTENT. The Investor is entering into this Agreement
for its own account and the Investor has no present arrangement (whether or not legally binding) at any time to sell the Securities
to or through any Person in violation of the Securities Act or any applicable state securities laws; provided, however,
that the Investor reserves the right to dispose of the Securities at any time in accordance with federal and state securities laws
applicable to such disposition.


  


Section
3.2 NO LEGAL ADVICE FROM THE COMPANY. The Investor acknowledges
that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with its own legal
counsel and investment and tax advisors. The Investor is relying solely on such counsel and advisors and not on any statements
or representations of the Company or any of its representatives or agents for legal, tax or investment advice with respect to this
investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.


 


Section
3.3 ACCREDITED INVESTOR. The Investor is an accredited
investor as defined in Rule 501(a)(3) of Regulation D, and the Investor has such experience in business and financial matters that
it is capable of evaluating the merits and risks of an investment in the Securities. The Investor acknowledges that an investment
in the Securities is speculative and involves a high degree of risk.


 






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Section
3.4 AUTHORITY. The Investor has the requisite power and
authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to consummate
the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other Transaction Documents
and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action
and no further consent or authorization of the Investor is required. Each Transaction Document to which it is a party has been
duly executed by the Investor, and when delivered by the Investor in accordance with the terms hereof, will constitute the valid
and binding obligation of the Investor enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency,
or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles
of general application.


 


Section
3.5 NOT AN AFFILIATE. The Investor is not an officer, director
or “affiliate” (as that term is defined in Rule 405 of the Securities Act) of the Company.


 


Section
3.6 ORGANIZATION AND STANDING. The Investor is an entity
duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation
with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate
the transactions contemplated by this Agreement and the other Transaction Documents.


 


Section
3.7 ABSENCE OF CONFLICTS. The execution and delivery of
this Agreement and the other Transaction Documents, and the consummation of the transactions contemplated hereby and thereby and
compliance with the requirements hereof and thereof, will not (a) violate any law, rule, regulation, order, writ, judgment, injunction,
decree or award binding on the Investor, (b) violate any provision of any indenture, instrument or agreement to which the Investor
is a party or is subject, or by which the Investor or any of its assets is bound, or conflict with or constitute a material default
thereunder, (c) result in the creation or imposition of any lien pursuant to the terms of any such indenture, instrument or agreement,
or constitute a breach of any fiduciary duty owed by the Investor to any third party, or (d) require the approval of any third-party
(that has not been obtained) pursuant to any material contract, instrument, agreement, relationship or legal obligation to which
the Investor is subject or to which any of its assets, operations or management may be subject.


 


Section
3.8 DISCLOSURE; ACCESS TO INFORMATION. The Investor had
an opportunity to review copies of the SEC Documents filed on behalf of the Company and has had access to all publicly available
information with respect to the Company.


 


Section 3.9 MANNER
OF SALE. At no time was the Investor presented with or solicited by or through any leaflet, public promotional meeting, television
advertisement or any other form of general solicitation or advertising.


 






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ARTICLE IV


REPRESENTATIONS AND WARRANTIES OF
THE COMPANY


 


The Company
represents and warrants to the Investor that, except as disclosed in the SEC Documents or except as set forth in the disclosure
schedules hereto:


 


Section 4.1 ORGANIZATION
OF THE COMPANY. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority
to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary
is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other
organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good
standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property
owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may
be, could not have or reasonably be expected to result in a Material Adverse Effect and no proceeding has been instituted in any
such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.


 


Section
4.2 AUTHORITY. The Company has the requisite corporate
power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents. The execution
and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it of the transactions
contemplated hereby and thereby have been duly authorized by all necessary corporate action and no further consent or authorization
of the Company or its Board of Directors or stockholders is required. Each of this Agreement and the other Transaction Documents
has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable against
the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or
similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles
of general application.


 


Section
4.3 CAPITALIZATION. Except as set forth on Schedule
4.3, the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other
than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of
Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise
of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person
has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions
contemplated by the Transaction Documents. Except as set forth on Schedule 4.3 and except as a result of the purchase and
sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any
Person any right to subscribe for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements
by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents.
The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any
Person (other than the Investor) and will not result in a right of any holder of Company securities to adjust the exercise, conversion,
exchange or reset price under any of such securities. There are no stockholders agreements, voting agreements or other similar
agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company,
between or among any of the Company’s stockholders.


 






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Section
4.4 LISTING AND MAINTENANCE REQUIREMENTS. The Common Stock
is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to, or which
to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has
the Company received any notification that the SEC is contemplating terminating such registration. The Company has not, in the
twelve (12) months preceding the date hereof, received notice from the Principal Market on which the Common Stock is or has been
listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such Principal
Market. The Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with
all such listing and maintenance requirements.


 


Section
4.5 SEC DOCUMENTS; DISCLOSURE. Except as set forth on Schedule
4.5, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company
under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the one (1) year preceding
the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing
materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein
as the “SEC Documents”) on a timely basis or has received a valid extension of such time of filing and has filed
any such SEC Documents prior to the expiration of any such extension. As of their respective dates, the SEC Documents complied
in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and other federal laws,
rules and regulations applicable to such SEC Documents, and none of the SEC Documents when filed contained any untrue statement
of a material fact or omitted 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. The financial statements of the Company included
in the SEC Documents comply as to form and substance in all material respects with applicable accounting requirements and the published
rules and regulations of the SEC or other applicable rules and regulations with respect thereto. Such financial statements have
been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved
(except (a) as may be otherwise indicated in such financial statements or the notes thereto or (b) in the case of unaudited interim
statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material
respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods
then ended (subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments). Except with respect
to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither
it nor any other Person acting on its behalf has provided the Investor or its agents or counsel with any information that it believes
constitutes or might constitute material, non-public information. The Company understands and confirms that the Investor will rely
on the foregoing representation in effecting transactions in securities of the Company.


 






    9


     


    

 


Section
4.6 VALID ISSUANCES. The Securities are duly authorized
and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid,
and non-assessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the
Transaction Documents.


   


Section
4.7 NO CONFLICTS. The execution, delivery and performance
of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated
hereby and thereby, including, without limitation, the issuance of the Put Shares and the Commitment Shares, do not and will not:
(a) result in a violation of the Company’s or any Subsidiary’s certificate or articles of incorporation, by-laws or
other organizational or charter documents, (b) conflict with, or constitute a material default (or an event that with notice or
lapse of time or both would become a material default) under, result in the creation of any Lien upon any of the properties or
assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation of,
any agreement, indenture, instrument or any “lock-up” or similar provision of any underwriting or similar agreement to
which the Company or any Subsidiary is a party, or (c) result in a violation of any federal, state or local law, rule, regulation,
order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or any Subsidiary
or by which any property or asset of the Company or any Subsidiary is bound or affected (except for such conflicts, defaults, terminations,
amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse
Effect) nor is the Company otherwise in violation of, conflict with or in default under any of the foregoing. The business of the
Company is not being conducted in violation of any law, ordinance or regulation of any governmental entity, except for possible
violations that either singly or in the aggregate do not and will not have a Material Adverse Effect. The Company is not required
under federal, state or local law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration
with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement
or the other Transaction Documents (other than any SEC, FINRA or state securities filings that may be required to be made by the
Company subsequent to any Closing or any registration statement that may be filed pursuant hereto); provided that, for purposes
of the representation made in this sentence, the Company is assuming and relying upon the accuracy of the relevant representations
and agreements of Investor herein.


 


Section
4.8 NO MATERIAL ADVERSE CHANGE. No event has occurred that
would have a Material Adverse Effect on the Company that has not been disclosed in subsequent SEC filings.


 






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Section
4.9 LITIGATION AND OTHER PROCEEDINGS. Except as disclosed
in the SEC Documents or as set forth on Schedule 4.9, there are no actions, suits, investigations, inquiries or proceedings
pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective
properties, nor has the Company received any written or oral notice of any such action, suit, proceeding, inquiry or investigation,
which would have a Material Adverse Effect. No judgment, order, writ, injunction or decree or award has been issued by or, to the
knowledge of the Company, requested of any court, arbitrator or governmental agency which would have a Material Adverse Effect.
There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the SEC involving
the Company, any Subsidiary or any current or former director or officer of the Company or any Subsidiary.


 


Section
4.10 REGISTRATION RIGHTS. Except as set forth on Schedule
4.10, no Person (other than the Investor) has any right to cause the Company to effect the registration under the Securities
Act of any securities of the Company or any Subsidiary.


 


ARTICLE V


COVENANTS OF INVESTOR


 


Section
5.1 COMPLIANCE WITH LAW; TRADING IN SECURITIES. The Investor’s
trading activities with respect to shares of Common Stock will be in compliance with all applicable state and federal securities
laws and regulations and the rules and regulations of FINRA and the Principal Market.


 


Section
5.2 SHORT SALES AND CONFIDENTIALITY. Neither the Investor,
nor any affiliate of the Investor acting on its behalf or pursuant to any understanding with it, will execute any Short Sales during
the period from the date hereof to the end of the Commitment Period. For the purposes hereof, and in accordance with Regulation
SHO, the sale after delivery of a Put Notice of such number of shares of Common Stock reasonably expected to be purchased under
a Put Notice shall not be deemed a Short Sale. The Investor shall, until such time as the transactions contemplated by this Agreement
are publicly disclosed by the Company in accordance with the terms of this Agreement, maintain the confidentiality of the existence
and terms of this transaction and the information included in the Transaction Documents.


 


ARTICLE VI


COVENANTS OF THE COMPANY


 


Section
6.1 RESERVATION OF COMMON STOCK. The Company shall maintain
a reserve from its duly authorized shares of Common Stock equal to 300% of the Required Minimum to satisfy its obligation to issue
the Put Shares and the Commitment Shares in accordance with the terms of this Agreement.


 


Section
6.2 LISTING OF COMMON STOCK. The Company shall promptly
secure the listing of all of the Put Shares and Commitment Shares to be issued to the Investor hereunder on the Principal Market
(subject to official notice of issuance) and shall use commercially reasonable best efforts to maintain, so long as any shares
of Common Stock shall be so listed, the listing of all such Put Shares and Commitment Shares from time to time issuable hereunder.
The Company shall use its commercially reasonable efforts to continue the listing and trading of the Common Stock on the Principal
Market (including, without limitation, maintaining sufficient net tangible assets) and will comply in all respects with the Company’s
reporting, filing and other obligations under the bylaws or rules of FINRA and the Principal Market.


 






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Section
6.3 [Intentionally Omitted].


 


Section
6.4 FILING OF CURRENT REPORT AND REGISTRATION STATEMENT.
The Company agrees that it shall file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with
the SEC within the time required by the Exchange Act, relating to the transactions contemplated by, and describing the material
terms and conditions of, the Transaction Documents (the “Current Report”). The Company shall permit the Investor
to review and comment upon the final pre-filing draft version of the Current Report at least two (2) Trading Days prior to its
filing with the SEC, and the Company shall give reasonable consideration to all such comments. The Investor shall use its reasonable
best efforts to comment upon the final pre-filing draft version of the Current Report within one (1) Trading Day from the date
the Investor receives it from the Company. The Company shall also file with the SEC, on or before the date which is forty-five
(45) calendar days after the Execution Date, a new registration statement (the “Registration Statement”) covering
only the resale of the Commitment Shares (first) and the Put Shares (second).


 


ARTICLE VII


CONDITIONS TO DELIVERY OF


PUT NOTICES AND CONDITIONS TO CLOSING


 


Section 7.1 CONDITIONS
PRECEDENT TO THE RIGHT OF THE COMPANY TO ISSUE AND SELL PUT SHARES. In addition to the other terms of this Agreement, the right
of the Company to issue and sell the Put Shares to the Investor is subject to the satisfaction of each of the conditions set forth
below:


 


(a)
[Intentionally Omitted].


 


(b)
[Intentionally Omitted].


 


(c) PRINCIPAL
MARKET REGULATION. The Company shall not issue any Put Shares, and the Investor shall not have the right to receive any
Put Shares, if the issuance of such Put Shares would exceed the aggregate number of shares of Common Stock which the Company
may issue without breaching the Company’s obligations under the rules or regulations of the Principal Market (the
“Exchange Cap”).


 


Section
7.2 CONDITIONS PRECEDENT TO THE OBLIGATION OF INVESTOR TO PURCHASE
PUT SHARES. The obligation of the Investor hereunder to purchase Put Shares is subject to the satisfaction of each of the following
conditions:


 


(a)
EFFECTIVE REGISTRATION STATEMENT. The Registration Statement, and any amendment or supplement thereto, shall remain effective
for the resale by the Investor of the Put Shares and the Commitment Shares and (i) neither the Company nor the Investor shall have
received notice that the SEC has issued or intends to issue a stop order with respect to such Registration Statement or that the
SEC otherwise has suspended or withdrawn the effectiveness of such Registration Statement, either temporarily or permanently, or
intends or has threatened to do so and (ii) no other suspension of the use of, or withdrawal of the effectiveness of, such Registration
Statement or related prospectus shall exist.


 






    12


     


    

 


(b) ACCURACY OF THE COMPANY’S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company shall be true
and correct in all material respects as of the date of this Agreement and as of the date of each Closing (except for representations
and warranties specifically made as of a particular date).


 


(c) PERFORMANCE BY THE COMPANY. The Company shall have performed, satisfied and complied in all material respects with all covenants,
agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company.


 


(d) NO INJUNCTION. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits or directly and materially
adversely affects any of the transactions contemplated by the Transaction Documents, and no proceeding shall have been commenced
that may have the effect of prohibiting or materially adversely affecting any of the transactions contemplated by the Transaction
Documents.


 


(e) ADVERSE CHANGES. Since the date of filing of the Company’s most recent SEC Document, no event that had or is reasonably
likely to have a Material Adverse Effect has occurred.


 


(f) [Intentionally Omitted].


 


(g) BENEFICIAL OWNERSHIP LIMITATION. The number of Put Shares then to be purchased by the Investor shall not exceed the number
of such shares that, when aggregated with all other shares of Common Stock then owned by the Investor beneficially or deemed beneficially
owned by the Investor, would result in the Investor owning more than the Beneficial Ownership Limitation (as defined below), as
determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. For purposes of this Section
7.2(g), in the event that the amount of Common Stock outstanding, as determined in accordance with Section 16 of the Exchange Act
and the regulations promulgated thereunder, is greater on a Closing Date than on the date upon which the Put Notice associated
with such Closing Date is given, the amount of Common Stock outstanding on such Closing Date shall govern for purposes of determining
whether the Investor, when aggregating all purchases of Common Stock made pursuant to this Agreement, would own more than the Beneficial
Ownership Limitation following such Closing Date. The “Beneficial Ownership Limitation” shall be 4.99%
of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock
issuable pursuant to a Put Notice.


 


(h) PRINCIPAL MARKET REGULATION. The issuance of the Put Shares shall not exceed the Exchange Cap.


 






    13


     


    

 


(i) NO KNOWLEDGE. The Company shall have no knowledge of any event more likely than not to have the effect of causing the Registration
Statement to be suspended or otherwise ineffective (which event is more likely than not to occur within the fifteen (15) Trading
Days following the Trading Day on which such Put Notice is deemed delivered).


 


(j) NO
VIOLATION OF SHAREHOLDER APPROVAL REQUIREMENT. The issuance of the Put Shares shall not violate the shareholder approval requirements
of the Principal Market.


 


(k)
OFFICER’S CERTIFICATE. On the date of delivery of each Put Notice, the Investor shall have received the Closing Certificate
executed by an executive officer of the Company and to the effect that all the conditions to such Closing shall have been satisfied
as of the date of each such certificate.


 


(l) DWAC
ELIGIBLE. The Common Stock must be DWAC Eligible and not subject to a “DTC chill.”


 


(m) SEC
DOCUMENTS. All reports, schedules, registrations, forms, statements, information and other documents required to have been
filed by the Company with the SEC pursuant to the reporting requirements of the Exchange Act shall have been filed with the SEC
within the applicable time periods prescribed for such filings under the Exchange Act.


 


(n) TRANSFER
AGENT INSTRUCTION LETTER. The Transfer Agent Instruction Letter shall have been executed and delivered by the Company to the
Transfer Agent and acknowledged and agreed to in writing by the Transfer Agent.


 


(o) RESERVE.
The Company shall have reserved sufficient shares of its Common Stock for the Investor, pursuant to the terms of this
Agreement and all other contracts between the Company and Investor.


 


(p) MINIMUM
PRICING. The lowest traded price of the Common Stock in the twenty-five (25) Trading Days immediately preceding the
respective Put Date must exceed $0.0007 per share (the “Minimum Pricing”).


 


ARTICLE VIII


LEGENDS


 


Section
8.1 NO RESTRICTIVE STOCK LEGEND. No restrictive stock legend
shall be placed on the share certificates representing the Put Shares.


 


Section
8.2 INVESTOR’S COMPLIANCE. Nothing in this Article VIII
shall affect in any way the Investor’s obligations hereunder to comply with all applicable securities laws upon the sale of the
Common Stock.


 






    14


     


    

 


ARTICLE IX


NOTICES; INDEMNIFICATION


 


Section
9.1 NOTICES. All notices, demands, requests, consents,
approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein,
shall be (a) personally served, (b) deposited in the mail, registered or certified, return receipt requested, postage prepaid,
(c) delivered by reputable air courier service with charges prepaid, or (d) transmitted by hand delivery, telegram, or email as
a PDF, addressed as set forth below or to such other address as such party shall have specified most recently by written notice
given in accordance herewith. Any notice or other communication required or permitted to be given hereunder shall be deemed effective
(i) upon hand delivery or delivery by email at the address designated below (if delivered on a business day during normal business
hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business
day during normal business hours where such notice is to be received) or (ii) on the second business day following the date of
mailing by express courier service or on the fifth business day after deposited in the mail, in each case, fully prepaid, addressed
to such address, or upon actual receipt of such mailing, whichever shall first occur.


 


The
addresses for such communications shall be:


 


If
to the Company:


 


One
Horizon Group, Inc.


649
NE 81st Street


Miami,
FL 33138


Email: accounts@onehorizoninc.com


Attention: Martin Ward, CFO


 


If to the Investor:


 


Crown Bridge Partners, LLC


1173a 2nd Avenue, Suite 126


New York, NY 10065


Email: Info@CrownBridgeCapital.com


 


Either party hereto may
from time to time change its address or email for notices under this Section 9.1 by giving at least ten (10) days’ prior written
notice of such changed address to the other party hereto.


 






    15


     


    

 


Section
9.2 INDEMNIFICATION. Each party (an “Indemnifying
Party”) agrees to indemnify and hold harmless the other party along with its officers, directors, employees, and authorized
agents, and each Person or entity, if any, who controls such party within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act (an “Indemnified Party”) from and against any Damages, joint or several, and any action
in respect thereof to which the Indemnified Party becomes subject to, resulting from, arising out of or relating to (i) any misrepresentation,
breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of the Indemnifying Party contained
in this Agreement, (ii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement
or any post-effective amendment thereof or supplement thereto, or the omission or alleged omission therefrom of a material fact
required to be stated therein or necessary to make the statements therein not misleading, (iii) any untrue statement or alleged
untrue statement of a material fact contained in any preliminary prospectus or contained in the final prospectus (as amended or
supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission
to state therein any material fact necessary to make the statements made therein, in the light of the circumstances under which
the statements therein were made, not misleading, or (iv) any violation or alleged violation by the Company of the Securities Act,
the Exchange Act, any state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities
law, as such Damages are incurred, except to the extent such Damages result primarily from the Indemnified Party’s failure to perform
any covenant or agreement contained in this Agreement or the Indemnified Party’s negligence, recklessness or bad faith in performing
its obligations under this Agreement; provided, however, that the foregoing indemnity agreement shall not apply to
any Damages of an Indemnified Party to the extent, but only to the extent, arising out of or based upon any untrue statement or
alleged untrue statement or omission or alleged omission made by an Indemnifying Party in reliance upon and in conformity with
written information furnished to the Indemnifying Party by the Indemnified Party expressly for use in the Registration Statement,
any post-effective amendment thereof or supplement thereto, or any preliminary prospectus or final prospectus (as amended or supplemented).


 


Section
9.3 METHOD OF ASSERTING INDEMNIFICATION CLAIMS. All claims
for indemnification by any Indemnified Party under Section 9.2 shall be asserted and resolved as follows:


 


(a)
In the event any claim or demand in respect of which an Indemnified Party might seek indemnity under Section 9.2 is asserted against
or sought to be collected from such Indemnified Party by a Person other than a party hereto or an affiliate thereof (a “Third
Party Claim”), the Indemnified Party shall deliver a written notification, enclosing a copy of all papers served, if any,
and specifying the nature of and basis for such Third Party Claim and for the Indemnified Party’s claim for indemnification that
is being asserted under any provision of Section 9.2 against an Indemnifying Party, together with the amount or, if not then reasonably
ascertainable, the estimated amount, determined in good faith, of such Third Party Claim (a “Claim Notice”) with
reasonable promptness to the Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable promptness
after the Indemnified Party receives notice of such Third Party Claim, the Indemnifying Party shall not be obligated to indemnify
the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party’s ability to defend has
been prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party as soon as
practicable within the period ending thirty (30) calendar days following receipt by the Indemnifying Party of either a Claim Notice
or an Indemnity Notice (as defined below) (the “Dispute Period”) whether the Indemnifying Party disputes its liability
or the amount of its liability to the Indemnified Party under Section 9.2 and whether the Indemnifying Party desires, at its sole
cost and expense, to defend the Indemnified Party against such Third Party Claim.


 






    16


     


    

 


(i)
If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend
the Indemnified Party with respect to the Third Party Claim pursuant to this Section 9.3(a), then the Indemnifying Party shall
have the right to defend, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying
Party, such Third Party Claim by all appropriate proceedings, which proceedings shall be vigorously and diligently prosecuted by
the Indemnifying Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (but only with the
consent of the Indemnified Party in the case of any settlement that provides for any relief other than the payment of monetary
damages or that provides for the payment of monetary damages as to which the Indemnified Party shall not be indemnified in full
pursuant to Section 9.2). The Indemnifying Party shall have full control of such defense and proceedings, including any compromise
or settlement thereof; provided, however, that the Indemnified Party may, at the sole cost and expense of the Indemnified
Party, at any time prior to the Indemnifying Party’s delivery of the notice referred to in the first sentence of this clause (i),
file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary
or appropriate to protect its interests; and provided, further, that if requested by the Indemnifying Party, the
Indemnified Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying
Party in contesting any Third Party Claim that the Indemnifying Party elects to contest. The Indemnified Party may participate
in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this clause
(i), and except as provided in the preceding sentence, the Indemnified Party shall bear its own costs and expenses with respect
to such participation. Notwithstanding the foregoing, the Indemnified Party may takeover the control of the defense or settlement
of a Third Party Claim at any time if it irrevocably waives its right to indemnity under Section 9.2 with respect to such Third
Party Claim.


 


(ii)
If the Indemnifying Party fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires to
defend the Third Party Claim pursuant to Section 9.3(a), or if the Indemnifying Party gives such notice but fails to prosecute
vigorously and diligently or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within
the Dispute Period, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying
Party, the Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted by the Indemnified Party in
a reasonable manner and in good faith or will be settled at the discretion of the Indemnified Party(with the consent of the Indemnifying
Party, which consent will not be unreasonably withheld). The Indemnified Party will have full control of such defense and proceedings,
including any compromise or settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying
Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnified Party and
its counsel in contesting any Third Party Claim which the Indemnified Party is contesting. Notwithstanding the foregoing provisions
of this clause (ii), if the Indemnifying Party has notified the Indemnified Party within the Dispute Period that the Indemnifying
Party disputes its liability or the amount of its liability hereunder to the Indemnified Party with respect to such Third Party
Claim and if such dispute is resolved in favor of the Indemnifying Party in the manner provided in clause (iii) below, the Indemnifying
Party will not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this clause (ii) or of
the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the
Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying Party in connection with such litigation.
The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant
to this clause (ii), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation.


 






    17


     


    

 


(iii)
If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability or the amount of its liability
to the Indemnified Party with respect to the Third Party Claim under Section 9.2 or fails to notify the Indemnified Party within
the Dispute Period whether the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified Party
with respect to such Third Party Claim, the amount of Damages specified in the Claim Notice shall be conclusively deemed a liability
of the Indemnifying Party under Section 9.2 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified
Party on demand. If the Indemnifying Party has timely disputed its liability or the amount of its liability with respect to such
claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute;
provided, however, that if the dispute is not resolved within thirty (30) days after the Claim Notice, the Indemnifying
Party shall be entitled to institute such legal action as it deems appropriate.


 


(b)
In the event any Indemnified Party should have a claim under Section 9.2 against the Indemnifying Party that does not involve a
Third Party Claim, the Indemnified Party shall deliver a written notification of a claim for indemnity under Section 9.2 specifying
the nature of and basis for such claim, together with the amount or, if not then reasonably ascertainable, the estimated amount,
determined in good faith, of such claim (an “Indemnity Notice”) with reasonable promptness to the Indemnifying
Party. The failure by any Indemnified Party to give the Indemnity Notice shall not impair such party’s rights hereunder except
to the extent that the Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party
notifies the Indemnified Party that it does not dispute the claim or the amount of the claim described in such Indemnity Notice
or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim or the amount
of the claim described in such Indemnity Notice, the amount of Damages specified in the Indemnity Notice will be conclusively deemed
a liability of the Indemnifying Party under Section 9.2 and the Indemnifying Party shall pay the amount of such Damages to the
Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability or the amount of its liability with respect
to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute;
provided, however, that if the dispute is not resolved within thirty (30) days after the Claim Notice, the Indemnifying Party shall
be entitled to institute such legal action as it deems appropriate. 


 


(c)
The Indemnifying Party agrees to pay the Indemnified Party, promptly as such expenses are incurred and are due and payable, for
any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such
Claim.


 


(d)
The indemnity provisions contained herein shall be in addition to (i) any cause of action or similar rights of the Indemnified
Party against the Indemnifying Party or others, and (ii) any liabilities the Indemnifying Party may be subject to.


 






    18


     


    

 


ARTICLE X


MISCELLANEOUS


 


Section
10.1 GOVERNING LAW; JURISDICTION. This Agreement shall
be governed by and interpreted in accordance with the laws of the State of Delaware without regard to the principles of conflicts
of law. Each of the Company and the Investor hereby submits to the exclusive jurisdiction of the United States federal and state
courts located in New York, NY, with respect to any dispute arising under the Transaction Documents or the transactions contemplated
thereby.


 


Section
10.2 JURY TRIAL WAIVER. The Company and the Investor hereby
waive a trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other in respect
of any matter arising out of or in connection with the Transaction Documents.


 


Section
10.3 ASSIGNMENT. This Agreement shall be binding upon and
inure to the benefit of the Company and the Investor and their respective successors. Neither this Agreement nor any rights of
the Investor or the Company hereunder may be assigned by either party to any other Person.


 


Section
10.4 NO THIRD PARTY BENEFICIARIES. This Agreement is intended
for the benefit of the Company and the Investor and their respective successors, and is not for the benefit of, nor may any provision
hereof be enforced by, any other Person, except as set forth in Section 9.3.


 


Section 10.5 TERMINATION.
The Company may terminate this Agreement at any time by written notice to the Investor, except during any Valuation Period. In
addition, this Agreement shall automatically terminate on the earlier of (i) the end of the Commitment Period; (ii) the date that
the Company sells and the Investor purchases the Maximum Commitment Amount; (iii) the date in which the Registration Statement
is no longer effective; (iv) the date on which the trading of the Common Stock shall have been suspended by the SEC, the Principal
Market or FINRA, or otherwise halted for any reason, or the Common Stock shall have been delisted from the Principal Market; or
(v) the date that, pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person
commences a proceeding against the Company, a Custodian is appointed for the Company or for all or substantially all of its property
or the Company makes a general assignment for the benefit of its creditors; provided, however, that the provisions of Articles
III, IV, V, VI, IX and the agreements and covenants of the Company and the Investor set forth in Article X shall survive the termination
of this Agreement.


 


Section
10.6 ENTIRE AGREEMENT. The Transaction Documents, together
with the exhibits and schedules thereto, contain the entire understanding of the Company and the Investor with respect to the matters
covered herein and therein and supersede all prior agreements and understandings, oral or written, with respect to such matters,
which the parties acknowledge have been merged into such documents, exhibits and schedules.


 






    19


     


    

 


Section
10.7 FEES AND EXPENSES. Except as expressly set forth in
the Transaction Documents or any other writing to the contrary, each party shall pay the fees and expenses of its advisers, counsel,
accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation,
execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including, without limitation,
any fees required for same-day processing of any instruction letter delivered by the Company), stamp taxes and other taxes and
duties levied in connection with the delivery of any Securities to the Investor. Upon execution of this Agreement, the Company
shall issue the Commitment Shares to Investor for its commitment to enter into this Agreement. The Commitment Shares shall be earned
in full upon the execution of this Agreement, and the Commitment Shares are not contingent upon any other event or condition, including
but not limited to the effectiveness of the Registration Statement or the Company’s submission of a Put Notice to the Investor.
If the Second Market Price (as defined below) as calculated on the earlier of the date which is (i) ten (10) Trading Days after
the date of effectiveness of the Registration Statement or (ii) ten (10) Trading Days after the date which is six (6) calendar
months from the Execution Date (the earlier of shall be the “Make-Whole Date”) is lower than the highest traded price
of the Common Stock on the date of this Agreement (the “First Market Price”) (if the Company at any time on or after
the date of this Agreement subdivides (by any stock split, stock dividend, recapitalization or otherwise) its Common Stock to form
a smaller number of outstanding shares of Common Stock, then the First Market Price shall be proportionately increased by such
ratio), then the Company shall within two (2) business days of the Investor’s request, issue additional shares of its Common
Stock to Investor, equal to the Aggregate Value (as defined below) divided by the Second Market Price, minus 4,338,793 (if the
Company at any time on or after the date of this Agreement subdivides (by any stock split, stock dividend, recapitalization or
otherwise) its Common Stock to form a smaller number of outstanding shares of Common Stock, then the reference to 4,338,793 in
this sentence shall be proportionately decreased by such ratio) (the result of which shall be referred to herein as the “Additional
Commitment Shares”). The Aggregate Value shall mean 4,338,793 multiplied by the highest traded price of the Company’s
common stock on the date of this Agreement. The Second Market Price shall mean the lowest traded price of the Company’s Common
Stock on the Make-Whole Date. The initial Commitment Shares and the Additional Commitment Shares shall collectively, in the aggregate,
be referred to herein as the “Commitment Shares”. The Additional Commitment Shares, if required to be issued pursuant
to this Agreement, shall be issued as provided in this Agreement, provided, however, that in no event shall the Investor be entitled
to receive shares of common stock in excess of the amount that would result in beneficial ownership by the Investor and its affiliates
of 4.99% of the outstanding shares of common stock at that time (pursuant to the calculations as provided in this Agreement). Accordingly,
if additional Commitment Shares are required to be issued pursuant to this Agreement, such shares shall be issued in accordance
with such beneficial ownership limitations, and in successive tranches if required to comply with such beneficial ownership limitations
(each an “Additional Tranche”). The Company shall issue each Additional Tranche within two (2) business days of the
request by Investor. In addition, the Investor shall withhold $5,000.00 from the Investment Amount with respect to the first Put
under this Agreement for reimbursement of Investor’s legal fees.


 






    20


     


    

 


Section
10.8 COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which may be executed by less than all of the parties and shall be deemed to be an original instrument which
shall be enforceable against the parties actually executing such counterparts and all of which together shall constitute one and
the same instrument. This Agreement may be delivered to the other parties hereto by email of a copy of this Agreement bearing the
signature of the parties so delivering this Agreement.


 


Section 10.9 SEVERABILITY.
In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Agreement shall continue in full force and effect without said provision; provided that such severability shall be
ineffective if it materially changes the economic benefit of this Agreement to any party.


  


Section
10.10 FURTHER ASSURANCES. Each party shall do and perform,
or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates,
instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes
of this Agreement and the consummation of the transactions contemplated hereby.


 


Section
10.11 NO STRICT CONSTRUCTION. The language used in this Agreement will
be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be
applied against any party.


 


Section
10.12 EQUITABLE RELIEF. The Company recognizes that in
the event that it fails to perform, observe, or discharge any or all of its obligations under this Agreement, any remedy at law
may prove to be inadequate relief to the Investor. The Company therefore agrees that the Investor shall be entitled to temporary
and permanent injunctive relief in any such case without the necessity of proving actual damages.


 


Section
10.13 TITLE AND SUBTITLES. The titles and subtitles used
in this Agreement are used for the convenience of reference and are not to be considered in construing or interpreting this Agreement.


 


Section 10.14 AMENDMENTS;
WAIVERS. No provision of this Agreement may be amended or waived by the parties from and after the date that is one (1) Trading
Day immediately preceding the initial filing of the Registration Statement with the SEC. Subject to the immediately preceding sentence,
(i) no provision of this Agreement may be amended other than by a written instrument signed by both parties hereto and (ii) no
provision of this Agreement may be waived other than in a written instrument signed by the party against whom enforcement of such
waiver is sought. No failure or delay in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of
any other right, power or privilege.


 






    21


     


    

 


Section
10.15 PUBLICITY. The Company and the Investor shall consult
with each other in issuing any press releases or otherwise making public statements with respect to the transactions contemplated
hereby and no party shall issue any such press release or otherwise make any such public statement, other than as required by law,
without the prior written consent of the other parties, which consent shall not be unreasonably withheld or delayed, except that
no prior consent shall be required if such disclosure is required by law, in which such case the disclosing party shall provide
the other party with prior notice of such public statement. Notwithstanding the foregoing, the Company shall not publicly disclose
the name of the Investor without the prior written consent of the Investor, except to the extent required by law. The Investor
acknowledges that this Agreement and all or part of the Transaction Documents may be deemed to be “material contracts,”
as that term is defined by Item 601(b)(10) of Regulation S-K, and that the Company may therefore be required to file such documents
as exhibits to reports or registration statements filed under the Securities Act or the Exchange Act. The Investor further agrees
that the status of such documents and materials as material contracts shall be determined solely by the Company, in consultation
with its counsel.


 


Section 10.16 EXECUTION
DATE. For the avoidance of doubt, this Agreement shall only be effective as of the Execution Date.


 


[Signature Page Follows]


 




    22


     


    

 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers thereunto duly authorized
as of the day and year first above written.


 


	 	ONE HORIZON GROUP, INC.
	 	 
	 	By:	/s/ Martin Ward
	 	Name: 	Martin Ward
	 	Title:	Chief Financial Officer
	 	 
	 	CROWN BRIDGE PARTNERS, LLC
	 	 
	 	By:	/s/
	 	Name:	[Ineligible]
	 	Title:	 Member


 


[Signature Page to equity purchase
agreement]


 




     


     


    

 


DISCLOSURE SCHEDULES TO 


EQUITY PURCHASE AGREEMENT


 


Schedule 4.3 – Capitalization


 


None.


 


Schedule 4.5 – SEC Documents 


 


None.


 


Schedule 4.9 – Litigation 


 


None.


 


Schedule 4.10 – Registration Rights



 


None.


 




     


     


    

 


EXHIBIT A


 


FORM OF PUT NOTICE


 


TO: CROWN BRIDGE PARTNERS, LLC


DATE: ____________________


 


We refer
to the equity purchase agreement, dated July 18, 2019 (the “Agreement”), entered into by and between One Horizon
Group, Inc. and you. Capitalized terms defined in the Agreement shall, unless otherwise defined herein, have the same meaning when
used herein.


 


We hereby:


 


1) Give you notice that we
require you to purchase 
Put Shares; and


 


2) The purchase price per share,
pursuant to the terms of the Agreement, is _________; and


 


3) Certify that, as of
the date hereof, the conditions set forth in Section 7.2 of the Agreement are satisfied.


 


	 	ONE HORIZON GROUP, INC.
	 	 	 
	 	By: 	 
	 	Name:  	Martin Ward
	 	Title: 	Chief Financial Officer


  




    A-1


     


    

 


EXHIBIT B


 


FORM OF OFFICER’S CERTIFICATE



OF ONE HORIZON GROUP, INC.


 


Pursuant
to Section 7.2(k) of that certain equity purchase agreement, dated July 18, 2019 (the “Agreement”), by and between
One Horizon Group, Inc. (the “Company”) and Crown Bridge Partners, LLC (the “Investor”),
the undersigned, in his capacity as Chief Financial Officer of the Company, and not in his individual capacity, hereby certifies,
as of the date hereof (such date, the “Condition Satisfaction Date”), the following:


 


1. The
representations and warranties of the Company are true and correct in all material respects as of the Condition
Satisfaction Date as though made on the Condition Satisfaction Date (except for representations and warranties specifically
made as of a particular date) with respect to all periods, and as to all events and circumstances occurring or existing to
and including the Condition Satisfaction Date, except for any conditions which have temporarily caused any representations or
warranties of the Company set forth in the Agreement to be incorrect and which have been corrected with no continuing
impairment to the Company or the Investor; and


 


2. All of the conditions precedent to the obligation of the Investor to purchase Put Shares set forth in the Agreement, including
but not limited to Section 7.2 of the Agreement, have been satisfied as of the Condition Satisfaction Date.


 


Capitalized terms
used herein shall have the meanings set forth in the Agreement unless otherwise defined herein.


 


IN WITNESS
WHEREOF, the undersigned has hereunto affixed his hand as of the ______________________.


 


	 	By: 	 
	 	Name:  	Martin Ward
	 	Title: 	Chief Financial Officer


 




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EXHIBIT C


 


FORM OF TRANSFER
AGENT


INSTRUCTION LETTER


 


July 18, 2019


 


Nevada Agency and Transfer Company


50 W Liberty
Street, Suite 880


Reno, Nevada 89501


 


Re: Irrevocable Transfer Agent Instructions


 


Ladies and Gentlemen:


 


Reference
is made to that certain equity purchase agreement dated as of July 18, 2019 (the “EPA”), by and between ONE HORIZON
GROUP, INC., a Delaware corporation (the “Company”) and Crown Bridge Partners, LLC, a New York limited liability company
(the “Investor”). Pursuant to the terms of the EPA, the Company may issue shares of the common stock, par value of
$0.0001 per share, of the Company (the “Common Stock”) to the Investor. Further, the contents of this reserve letter
shall also apply to the issuance of, and removal of restrictive legend from, the Commitment Shares (as defined in the Agreement).


 


You are
hereby irrevocably authorized and instructed to reserve eight million (8,000,000) shares of Common Stock of the Company for issuance
upon the terms stated below. The amount of Common Stock so reserved may be increased, from time to time, by written instructions
of the Company or the Investor pursuant to the terms of the EPA. Once the reserve shares have been issued, Nevada Agency and Transfer
Company (the “Transfer Agent”) shall utilize the shares from the available, unreserved, and authorized shares of the
Company. You are hereby further irrevocably authorized and directed to issue the shares of Common Stock so reserved upon your receipt
from the Investor of: (A)(i) a put notice under the EPA which has been signed by the Company (each a “Put Notice”)
or a request for the issuance of any of the Commitment Shares (each a “Commitment Share Request”) executed by the Company
that includes the number of shares to be issued; and (ii) if the Investor requests that the shares be issued without a restrictive
legend, an opinion of counsel of the Company or Investor, in form, substance and scope customary for opinions of counsel in comparable
transactions (and satisfactory to the Transfer Agent), to the effect that the share of Common Stock of the Company issued to the
Investor are not “restricted securities” as defined in Rule 144 and should be issued to the Investor without any restrictive
legend; and (B) the number of shares to be issued or position held is less than 4.99% of the total issued common stock of the Company.
You shall have no duty or obligation to confirm the accuracy or the information set forth on the Put Notice or Commitment Share
Request, or any of the documents related thereto including, but not limited to, any legal opinion or the underlying documents between
the Company and the Investor upon which govern the transaction to which the Put Notice or Commitment Share Request is related.
The Company recognizes that if the Company desires the Transfer Agent to refrain from issuing the Common Stock as instructed on
the Put Notice and/or Commitment Share Request, for any reason, the Company must obtain an order from a court of competent jurisdiction
prohibiting the issuance. In the event of a stock split (forward or reverse) the reserve will automatically adjust to reflect such
stock split.


 


The Company
must be participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”)
program in order for the shares to be delivered electronically. The shares to be issued are to be registered in the names of the
registered holder of the securities submitted for issuance. The Transfer Agent shall not be liable for any delay in delivery of
shares caused by the Holder’s broker failing to initiate the electronic request in the FAST system.


 






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Once
the EPA has been drawn down in full, the Investor agrees to provide written notification (an email being acceptable) to the Transfer
Agent that the remaining reserved shares may be released. The Investor agrees to provide a copy of all Put Notices to the Company
at the time the Put Notice is submitted to the Transfer Agent. The terms of these Irrevocable Transfer Agent Instructions are non-assignable
and may not be transferred for the benefit of any third party without the express written consent of the Company. Any attempted
assignment or transfer without such written consent shall be deemed void from its inception and shall have no legal effect. The
Company hereby represents and warrants that the Investor is aware of, and agrees to, the provisions of these Instructions in connection
with the transaction which led to execution of these Instructions and the EPA.


 


The shares
will be issued within three (3) business days, not counting the day of receipt, following receipt of the Put Notice or Commitment
Share Request and legal opinion. If the Company’s account is at least 30 days past due, the Investor is responsible for the
prepaid Transfer Agent issuance and DWAC fees. In no event shall the Transfer Agent be required to issue and deliver shares without
the prior payment of all its fees.


 


The Company
and the Investor intend that these instructions require the placement of a restrictive legend on all applicable share certificates
unless the requirements listed below are met and the Investor provides the Transfer agent with an acceptable legal opinion stating
that share certificates can be issued without a legend. If the instructions or position held exceed 4.99% of the total issued and
outstanding the Transfer Agent shall have no duty or obligation to issue shares. So long as you have previously received confirmation
from the Company (or Investor counsel) that the shares have been registered under the 1933 Act or otherwise may be sold pursuant
to Rule 144 or other applicable exemption without any restriction and the number of shares to be issued or position held are less
than 4.99% of the total issued and outstanding common stock of the Company, such shares should be transferred, at the option of
the Investor as specified in the Put Notice or Commitment Share Request, either (i) electronically by crediting the account of
a Prime Broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission system if the Company is a participant
or (ii) in certificated form without any legend which would restrict the transfer of the shares, and you should remove all stop-transfer
instructions relating to such shares. Until such time as you are advised by Investor counsel that the shares have been registered
under the 1933 Act or otherwise may be sold pursuant to Rule 144 or other applicable exemption without any restriction and the
number of shares to be issued or positions held are less than 4.99% of the total issued and outstanding common stock of the Company,
you are hereby instructed to place the following legends on the certificates:


 


THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED
OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF INVESTOR
COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED
OR UNLESS SOLD PURSUANT TO RULE 144 OR OTHER APPLICABLE EXEMPTION UNDER SAID ACT.


 


The
legend set forth above shall be removed and you are instructed to issue a certificate without such legend to the holder of any
shares upon which it is stamped, if: (a) such shares are registered for sale under an effective registration statement filed under
the 1933 Act or otherwise may be sold pursuant to Rule 144 or other applicable exemption without any restriction and the number
of shares to be issued or position held is less than 4.99% of the total issued common stock of the Company, (b) such holder provides
the Company and the transfer agent with an opinion of counsel, in form, substance and scope customary for opinions of counsel in
comparable transactions (and satisfactory to the transfer agent), to the effect that a public sale or transfer of such security
may be made without registration under the 1933 Act and such sale or transfer is effected. Nothing herein shall be construed to
require the Transfer Agent to take any action which would violate state or federal rules, regulations or law. If an instruction
herein would require such a violation, such instructions, but not any other term herein, shall be void and unenforceable.


 






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The Company
shall indemnify and defend you and your officers, directors, principals, partners, agents and representatives, and hold each of
them harmless from and against any and all loss, liability, damage, claim or expense (including the reasonable fees and disbursements
of its and Transfer Agent’s attorney) incurred by or asserted against you or any of them arising out of or in connection
the instructions set forth herein, the performance of your duties hereunder and otherwise in respect hereof, including the costs
and expenses of defending yourself or themselves against any claim or liability hereunder, except that the Company shall not be
liable hereunder as to matters in respect of which it is judicially determined that you have acted with gross negligence or in
bad faith. You shall have no liability to the Company or the Investor in respect to any action taken or any failure to act in respect
of this if such action was taken or omitted to be taken in good faith, and you shall be entitled to rely in this regard on the
advice of counsel.


 


The Company
agrees that in the event that the Transfer Agent resigns, is terminated or removed as the Company's transfer agent, the Company
shall engage a suitable replacement transfer agent that will agree to serve as transfer agent for the Company and be bound by the
terms and conditions of these Irrevocable Instructions within five (5) business days. The Company and the Investor agree that any
action which names the Transfer Agent as a defendant shall be brought in a court of general jurisdiction in Washoe County, Nevada
and no other court.


 


The
Investor is intended to be a party to these instructions and is a beneficiary hereof, and no amendment or modification to the instructions
set forth herein may be made without the consent of the Investor.


 


[Signature page to follow]


 




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Very truly yours,


 


	ONE HORIZON GROUP, INC.	 
	 	 
	By: 	                                            	 
	Name:  	 Martin Ward	 
	Title: 	Chief Financial Officer	 
	 	 
	Acknowledged and Agreed: 	 
	 	 
	Nevada Agency and Transfer Company	 
	 	 
	By: 	 	 
	Name: 	 	 
	Title:	 	 


 


 


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