Exhibit 10.45


 


CONSULTING AGREEMENT


 


This
Consulting Agreement (the “Agreement”) is made as of this 5th day of August, 2019
(“Effective Date”), by and between One Horizon Group, Inc. (“OHGI” or the
“Company”), a Delaware Corporation; and Catalyst Corporate Solutions, LLC, 10119 W. Lariat Ln.,
Peoria, AZ 85383 (Tax ID: 012646848) (“Catalyst,” or the “Consultant”).
Company and/or Consultant may each be referred to herein as a “Party,” and collectively as the
“Parties.”


 


WHEREAS,
OHGI is a digital media and music and television production company that is focused on media content creation and distribution
across various channels including live streaming and by advancement of its 123 Platform;


 


WHEREAS,
OHGI is exploring opportunities to expand its business and may potentially seek certain strategic opportunities to strengthen the
Company’s growth prospects and balance sheet;


 


WHEREAS,
Consultant has substantial corporate advisory and general business and management consulting experience and the Company has contacted
Consultant to assist Company management with its development plans;


 


WHEREAS,
Company desires to retain Consultant to (i) assist the Company with its plans to expand its business; and (ii) furnish additional
ongoing management and business consulting services aimed at enhancing Company’s business (collectively, the “Consulting
Services”);


 


WHEREAS,
Consultant desires to be engaged by Company and to provide the Consulting Services pursuant to such engagement; and


 


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


 


1. TERM.
This Agreement shall commence on the date hereof along with receipt of the fees defined in Section 4 below and shall extend
thereafter for six (6) months (the “Term”). Unless immediate termination is otherwise specifically permitted
herein or by applicable law, the Company may cancel this Agreement by providing thirty (30) calendar day’s written notice
to the other Party (a “Termination Notice”). Notwithstanding, in the event of a Termination Notice, all
of the compensation mentioned in this Agreement and issued to consultant up to and including fifteen (15) days following the Termination
Notice [“Shares,” as defined in Section 4(a) below] shall be deemed earned (or immediately due
and payable).


 




     


     


    


 


2. CONSULTING SERVICES.
Company expressly agrees and further acknowledges that Consultant’s obligations are to be performed in a commercially reasonable
manner and that the execution of this Agreement cannot and does not guaranty any particular success or result. Consultant agrees
to act reasonably and in good faith to assist the Company via the Consulting Services, which may include, always at the
Company’s specific request:


 


(a) Providing consulting
and liaison services to the Company relating to its plans to expand its business by mergers and acquisitions;


 


(b) such other Consulting
Services and assistance as Consultant and Company shall mutually deem reasonably necessary or appropriate to enhance OHGI’s
business.


 


Company understands
and acknowledges that the Consulting Services are not intended to, will not constitute, and should never be construed as, engaging
in the provision of legal advice or broker-dealer activities to Company and that the Consultant shall have no authority to make
‘offers’ to sell Company’s securities, make representations or warranties on Company’s behalf or bind the
Company in any way.


 


3. APPROVAL
OF INFORMATION. Company shall furnish Consultant with such information as is reasonably required in order for
Consultant to perform its duties hereunder (all such information so furnished, the “Information”).
Company recognizes and confirms that Consultant (i) will use, and rely primarily on, the Information and information
available from generally recognized public sources (the “Public Information”) in rendering its
services without having independently verified the same; (ii) does not assume responsibility for the accuracy or completeness
of the Information and Public Information; (iii) will not make an appraisal of any assets of Company; and/or (iv) will
provide its advice hereunder based on the Information and the Public Information. It is the Company’s responsibility to
make certain that the Information to be furnished by Company, when delivered, will be true and correct in all material
respects and will not contain any misstatement of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not
misleading. Consultant shall make no representations, warranties or guarantees on behalf of Company without Company’s
prior written consent.


 


4. COMPENSATION.


 


(a) Simultaneous with the
execution of this Agreement, in order to incentivize the Consultant to enter into this Agreement and to provide the Consulting
Services and for other good and valuable consideration, Company shall issue and immediately and irrevocably deliver to Consultant,
Two Million Five Hundred Thousand (2,500,000) restricted shares of Common Stock of the Company (the “Shares”).


 






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(b) The Shares are
deemed and agreed to be a commencement incentive and consideration now due and owing for Consultant entering into this
Agreement and performing Consultant’s duties during the Term of this Agreement. Company acknowledges that Consultant
has foregone other opportunities to enter into this Agreement and to reserve sufficient resources to perform its duties
throughout the Term (including preliminary research, diligence and infrastructure set up for Company’s account), and
that Company therefore derives immediate benefit as a result of these actions taken by the Consultant hereunder.


 


(c) Consultant shall not
be issued, at any time during the Term or any extension thereof, such number of shares of OHGI common stock that would result in
beneficial ownership by the Consultant and its affiliates of more than 9.99% of the outstanding shares of Company Common Stock.


 


(d) The Company agrees
to take any and all action(s) necessary to clear the Shares awarded to Consultant under this Section 4 of restriction upon
presentation of any Rule 144 application by Consultant or its broker, including, without limitation, (i) authorizing the Company’s
transfer agent to remove the restrictive legend on the Shares, (ii) expediting the acquisition of a legal opinion from Company’s
authorized counsel at Company’s expense (or, in the event Consultant uses its own counsel, at company’s expense up
to $500) favorably opining as to the removal of the restrictive legend, and (iii) cooperating and communicating with Consultant
and its broker in order to use the Company’s commercially reasonable best efforts to clear the Shares of restriction as soon
as possible after presentation of a Rule 144 application by Consultant or its broker to either the Company or its transfer agent.
Further, the Company agrees not to unreasonably withhold or delay approval of any application filed by Consultant or its broker
under Rule 144 to clear the Shares or additional shares of restriction.


 


(e) The Company (i) agrees
that its Board of Directors has approved this Agreement and that it will appropriately and timely disclose the issuance of the
Shares as issued in its SEC filing(s) if required by applicable securities laws; (ii) shall provide Consultant with a true and
correct copy of the Company Board Resolution authorizing the issuance of the Shares; and (iii) represents and warrants that the
Shares issued to Consultant as compensation hereunder shall be validly issued, fully paid and non- assessable.


 


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


 


(g) The registration name
on all stock certificates delivered to Consultant shall be “Scott Mahoney” unless Consultant advises otherwise in a
writing signed by its CEO.


 




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5. LIMITATION
OF ENGAGEMENT. Company acknowledges that Consultant has been retained only by Company, that Consultant is providing Consulting
Services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that Company’s engagement
of Consultant is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or partner of
OHGI or any other person not a Party hereto as against Consultant or any of its affiliates, or any of its or their respective officers,
directors, controlling persons, employees or agents. Unless otherwise expressly agreed in writing by Consultant, no one other than
the Company is authorized to rely upon this Agreement or any other statements or conduct of Consultant. Company acknowledges that
any recommendation or advice, written or oral, given by Consultant to the Company in connection with Consultant’s engagement
is intended solely for the benefit and use of the Company, and any such recommendation or advice is not on behalf of, and shall
not confer any rights or remedies upon, any other person or be used or relied upon for any other purpose. Consultant shall not
have the authority to make any commitment binding on the Company. Company in its sole discretion, shall have the right to reject
any investor introduced to it by Consultant. Company acknowledges that neither the price of the Company’s stock, nor the
trading volume thereof measure Consultant’s performance hereunder.


 


6. CONFIDENTIALITY.
Other than as required by applicable law, neither Consultant nor any of its consultants, employees, agents, and/or officers or
directors shall disclose any knowledge or information they may obtain in the course of performing the Consulting Services, which
knowledge or information might concern confidential or material, non-public affairs of Company without the Company’s prior
consent.


 


7. COMPLIANCE
AND GOVERNING LAW.


 


(a) OHGI, in connection
with the issuance of any stock to Consultant hereunder, as may be applicable, shall be responsible for any and all compliance with
applicable securities laws, rules and regulations, including, without limitation, the Act as well as all applicable filing requirements
under the Securities Exchange Act of 1934 (“Exchange Act”), and state securities laws. Company recognizes
and agrees that failure to timely make its Exchange Act filings will materially hinder the effectiveness of the Consulting Services
and will constitute automatic grounds for cancellation by the Consultant and all Compensation paid to Consultant up to and including
the date of such failure shall be deemed fully earned by Consultant as of such date.


 


(b) This Agreement shall
be governed by and construed in accordance with the laws of the State of Delaware.


 


(c) It
is specifically understood that Consultant is not and does not hold itself out to be a ‘broker/dealer’ as that term
is understood in applicable law (including the ‘Paul Anka’ SEC no-action letter dated July 24, 1991, and the ‘Country
Business, Inc.’ SEC no-action letter dated November 8, 2006) in reference to the Company procuring financing sources and
merger and/or acquisition candidates, and Consultant does not normally provide such services. Consultant may identify and introduce
to the Company potential investors but will not be responsible for the structuring of any transaction with any such investor.
Any obligation to pay compensation hereunder shall survive the merger, acquisition or other change in the form of entity of the
Company and to the extent it remains unfulfilled shall be assigned and transferred to any successor to the Company. The Company
agrees that no reference to the Consultant will be made in any filing, press release or advertisement of any financing without
the express approval, in writing, of such release by Consultant, except as required at law. It is further understood that Company
and not Consultant is responsible to perform any and all due diligence on any broker/dealer, lender, investor or merger or acquisition
candidate introduced to Company by Consultant under this Agreement prior to Company receiving funds or closing on any transaction.


 






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8. NOTICE.
All notices and correspondence hereunder shall be in writing and sent by overnight delivery service, with all charges prepaid,
to the applicable Party at the addresses set forth above, or by confirmed facsimile transmission (including, without limitation,
computer generated facsimile) or by e-mail, as to each Party, to such address as any Party may from time-to-time designate for
itself by notice in writing given to the other Party complying as to delivery with the terms of this Section 8. All such
notices and correspondence shall be deemed given upon the earliest to occur of (i) if by e-mail, actual receipt; (ii) if sent by
overnight delivery service, when received at the above stated addresses or when delivery is refused; or (iii) if sent by facsimile
transmission or electronic mail, on the next business day or when receipt of such transmission is acknowledged or confirmed, whichever
is earlier.


 


9. INDEMNIFICATION.
Subject to Section 10 hereunder, Company agrees to indemnify, defend and hold harmless Consultant, its officers, directors,
members, employees, affiliates, and agents against all losses, expenses, damages and costs, including reasonable attorneys’
fees, resulting from any act, action or omission, except for acts of Consultant of willful misconduct, bad faith or gross negligence
related to this Agreement.


 


10. LIMITATIONS.
Any liability of Consultant and its officers, directors, controlling persons, employees or agents related to this Agreement shall
not exceed Five Thousand United States Dollars (USD $5,000), unless it is finally judicially determined that such liability resulted
primarily from the gross negligence or willful misconduct of Consultant (in which case there shall be no such limitation). No
guarantees of OHGI stock performance express or implied have been made by or involving the Company or Consultant in connection
with this Agreement, which Agreement memorializes the full extent of the relationship between the Company and Consultant


 


11. EXPENSES.
Company will reimburse Consultant for its receipted expenses incurred in connection with the Consulting Services, if such expenses
are approved in advance in writing (email confirmation is acceptable). Reimbursement shall be made within ten (10) business days
following receipt of Consultant’s invoice. Company shall also reimburse Consultant for costs incurred by Consultant for collection
of any fees due to Consultant under this Agreement, including but not limited to reasonable attorneys’ fees and court costs.


 






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12. INDEPENDENT
CONTRACTORS. No agency, joint venture, partnership or employment shall be created by this Agreement, as the Parties are
independent contractors with respect to one another. Neither Party shall have authority to act as an agent of the other or to otherwise
bind the other to any agreement, commitment, obligation, contract, instrument, undertaking, arrangement, certificate or other matter.
Each Party hereto shall refrain from making any representation intended to create an apparent agency, employment, partnership or
joint venture relationship.


 


13. MISCELLANEOUS.
This Agreement shall not be modified or amended except in writing signed by the Parties. This Agreement shall be binding upon and
inure to the benefit of the Parties. This Agreement constitutes the entire agreement of the Parties with respect to the subject
matter hereof and supersedes any prior agreements. If any provision of this Agreement is determined to be invalid or unenforceable
in any respect, such determination will not affect such provision in any other respect, and the remainder of the Agreement shall
remain in full force and effect. In the interpretation of this Agreement, the ‘contra proferentem’ rule of construction
will not apply (this Agreement being the product of negotiations between commercially sophisticated Parties) and this Agreement
will therefore not be construed in favor of or against any Party by reason of the extent to which any Party or its professional
advisors participated in the preparation and drafting hereof. This Agreement may be executed in counterparts (including e-mail
or facsimile counterparts), each of which shall be deemed an original but all of which together shall constitute one and the same
instrument.


 


IN WITNESS
WHEREOF, the Parties to this Consulting Agreement have hereunto set their hands and seal the day and year first above written.


 


	Catalyst Corporate Solutions, LLC	 	One Horizon Group, Inc.
	 	 	 	 	 
	By:	/s/ Scott Maloney	 	By:	/s/ Mark White
	Name: 	Catalyst Corporate Services, LLC	 	Name: 	Mark White
	Title:	CEO	 	Title:	CEO
	Duly Authorized	 	Duly Authorized


 


[Signature Page 6 of 6 / Catalyst / OHGI
/ Consulting Agreement / August 2019]




 


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