Exhibit 10.5





 


	 	
	 	      1407 Broadway 27th Floor, New York, NY, 10018
	 	      Tel: 212-929-5500	Fax: 212-929-0308
	 	      New York   London   Los Angeles  
	 	      Palo Alto   


 


March 23, 2018


 


MoneyOnMobile, Inc.


500 N. Akard St, Suite 2850


Dallas, Texas 75201


 


	Attention:  	Scott Arey
	 	Chief Financial Officer


 


Gentlemen:


 


This is to confirm
our agreement (the “Agreement”) that effective as of the date hereof MacKenzie Partners, Inc. (“MacKenzie Partners”)
has been engaged by MoneyOnMobile, Inc. (the “Client”) for Information Agent services in connection with its proposed
subscription rights offering (the “Assignment”). MacKenzie will perform customary services for the Client as information
agent, including: providing strategic advice regarding the overall subscription rights offer campaign; reviewing the subscription
rights offer materials; reserving and placing any advertisement (as needed) to publicize the rights offer; coordination with the
financial printer on the printing, delivery and distribution of the subscription rights offer materials, providing feedback and
analysis on the progress of the rights offer; recommending and reviewing various strategies throughout the campaign;providing information
to shareholders regarding the subscription rights offering and, providing such other services as may be requested from time-to-time
by the Client (collectively the “Services”).


 


The Assignment shall
continue until the expiration, termination or cancellation of the Assignment by the Client or as agreed by the Parties. In consideration
of the Services and the other consideration to be provided hereunder, the sufficiency of which is expressly acknowledged, the Parties
agree as follows:


  


		1.	The Client shall pay a retainer of $7,500 upon execution of this agreement to be put towards a
final fee of $15,000; balance of fee will be paid within 30 days of the conclusion of the Assignment.



 


		2.	The Client shall pay MacKenzie Partners’ reasonable expenses in connection with the Services
and, if applicable which shall include, but not be limited to charges and costs relating to: inbound and outbound telephone campaign;
copying and printing; financial advertising; electronic news distribution; wire-service access; data processing; and mailing, courier
and other delivery charges.



 






    	 	 	 



    	MoneyOnMobile, Inc.
March 23, 2018
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		3.	The Client represents and warrants that all information and data that it provides to MacKenzie
Partners in connection with the Assignment, whether in oral, written or other form (the “Provided Information”), will
be true, accurate and complete in all material respects to the best of the Client's knowledge. The Client further agrees that,
in connection with the provision of the Services, MacKenzie Partners is entitled to rely upon the Provided Information, as well
as any other information or data received in connection with the Assignment from third-party advisors and consultants to the Client,
as being true, accurate and complete in all material respects. The Client agrees to review carefully all materials, if any, prepared
for it by MacKenzie Partners in connection with the Services and to promptly advise MacKenzie Partners if, in the Client's reasonable
opinion, any of the materials are materially false, inaccurate or incomplete.



 


		4.	MacKenzie Partners will hold in confidence and will not use or disclose to third parties any of
the Provided Information other than Provided Information that was public at the time the Client provided it to MacKenzie Partners
or Provided Information that thereafter becomes public through no disclosure by MacKenzie Partners. Notwithstanding the foregoing,
MacKenzie Partners shall be entitled to disclose any and all of the Provided Information in response to any subpoena, demand for
documents or other request for information made by any plaintiff in any legal action or proceeding and/or by any government agency
in connection with any inquiry or investigation (collectively, an “Information Demand”). MacKenzie Partners shall use
reasonable efforts to notify the Client of its receipt of an Information Demand prior to producing the Provided Information in
response thereto.



 


		5.	The Client shall indemnify and hold MacKenzie Partners and all of its directors, officers, employees
and agents harmless against all claims, expenses, losses, damages, liabilities and/or judgments of any kind whatsoever that arise
out of or relate to the Assignment or the Services (collectively, the “Losses”), except for any Losses that are held
in a final judicial decision by a court of competent jurisdiction from which no right of appeal exists to have resulted from willful
misconduct or bad faith on the part of MacKenzie Partners. MacKenzie Partners shall not be liable to the Client or any director,
officer, employee, agent, parent, subsidiary, affiliate, predecessor or successor thereof for any amount in excess of the fees
paid by the Client to MacKenzie Partners pursuant to this Agreement. Neither party shall be liable to the other or any director,
officer, employee, agent, parent, subsidiary, affiliate, predecessor or successor thereof for any consequential, special, incidental,
punitive or exemplary damages of any type whatsoever in connection with this Agreement. The provisions of this Paragraph 5 shall
survive indefinitely the completion or termination of the Services or the Assignment.



  



    	 	 	 



    	MoneyOnMobile, Inc.
March 23, 2018
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		6.	MacKenzie Partners shall have the right, in its sole discretion, to retain its own legal counsel
to represent its interests in connection with any claim, lawsuit, investigation, administrative proceeding, subpoena or other request
for documents or testimony, or any other legal action or proceeding arising out of or relating in any way to the Assignment or
the Services (collectively, the “Legal Proceedings”). The Client shall pay to MacKenzie Partners the reasonable attorneys'
fees and costs incurred by MacKenzie Partners in connection with all Legal Proceedings commenced by any entity or individual. MacKenzie
Partners shall also have the option, in its sole discretion, to permit the Client's legal counsel to assume the representation
of MacKenzie Partners in any of the Legal Proceedings, provided that neither MacKenzie Partners nor the Client concludes that an
actual or potential conflict of interest would be created by such representation. The provisions of this Paragraph 6 shall survive
indefinitely the completion or termination of the Services.



 


		7.	This Agreement shall be governed by and construed in accordance with the laws of the State of New
York, without regard to any applicable conflict-of-laws or choice-of-law rules or principles.



 


		8.	In the unlikely event of a dispute arising under or relating in any way whatsoever to this Agreement,
the Assignment or the Services (the “Dispute”), the Parties agree to abide by the following three-stage process (the
“Dispute-Resolution Mechanism”): First, the Client and MacKenzie Partners shall endeavor in good faith to resolve
the Dispute through direct discussions. Second, if the discussions referenced in the immediately preceding sentence do not
yield a resolution of the Dispute after sixty (60) days or any extended period agreed to by the Parties, the Parties shall submit
the Dispute to a private and confidential mediation process to be conducted by a single mediator agreed upon by the Parties. Third,
if the Dispute is not resolved at the conclusion of the mediation process referenced in the immediately preceding sentence, either
of the Parties may, within sixty (60) days after the conclusion of said mediation process, commence a private and confidential
arbitration proceeding, to be held in New York County, New York, in accordance with the American Arbitration Association Commercial
Arbitration Rules then in effect (the “Arbitration Proceeding”). The Dispute-Resolution Mechanism described herein
is the exclusive mechanism for resolving a Dispute. The provisions of this Paragraph 8 shall survive indefinitely the completion
or termination of the Services.



 


		9.	This Agreement may be executed in counterparts. Electronically-transmitted signatures shall be
deemed to be original signatures that bind the Parties to all of the terms of this Agreement. The executed signature pages, along
with the remainder of this Agreement, shall constitute a single binding Agreement. This Agreement shall not bind the Client until
it has been executed by the Client and shall not bind MacKenzie Partners until it has been executed by MacKenzie Partners.



  



    	 	 	 



    	MoneyOnMobile, Inc.
March 23, 2018
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		10.	This Agreement contains the entire agreement and understanding of the Parties concerning the Assignment
and the Services and supersedes and renders null and void all prior drafts, negotiations, proposals and agreements, whether oral
or written, between the Parties. This Agreement may not be modified, amended or waived, in whole or in part, except in a writing
executed by the Client and MacKenzie Partners in accordance with the procedures set forth in Paragraph 9, above.



 


 


	Sincerely,	 	Agreed to as of the date
	 	 	first written above.
	 	 	 
	MacKenzie Partners, Inc.	 	MoneyOnMobile, Inc.
	 	 	 
	 	 	 
	By: /s/ Glen Linde	 	By: /s/ Scott Arey
	 Glen Linde	 	 Scott Arey
	 Senior Vice President	 	 Chief Financial Officer