Exhibit 10.1

EXECUTION VERSION

AGREEMENT

This AGREEMENT (the “ Agreement ”) is entered into as of February 4, 2019 (the “Closing Date”), by and among One Horizon Group, Inc., a Delaware corporation (“ OHGI ”), Banana Whale Studios Pte Ltd, a Singapore corporation (the “Company”), Sargon Petros, Mark Hogbin, Rita Liu and Jeremy Chung (the “ Stockholders ”), upon the following premises:

Preliminary Statement

Pursuant to an Exchange Agreement dated May 18, 2018 and the closing agreement dated on or around May 2018 (both agreements being the “ Exchange Agreement ”), OHGI was entitled to acquire from the Stockholders 280,500 shares of the common stock of the Company (the “ Company Shares ”), representing 51% of the outstanding shares of the Company, in exchange for, in addition to a nominal amount of cash, a number of shares of OHGI common stock (“ Exchange Shares ”) to be based upon the net after-tax earnings of the Company for the 24-month period ended May 31, 2020 (“ Measurement Period ”).

At the closing of the Exchange Agreement, the Stockholders demanded and OHGI delivered to the Stockholders a total of 7,383,000 shares of OHGI Common Stock (the “ Pledged Shares ”) in anticipation of the number of Exchange Shares to be delivered upon expiration of the Measurement Period. The Pledged Exchange Shares were to be subsequently deposited in escrow pursuant to a Stock Pledge Agreement (the “ Pledge ”) with Mandelbaum Salsburg, P.C. as escrow agent (the “ Escrow Agent ”).

In connection with the agreement contemplated by the Exchange Agreement, OHGI granted the Company the right to use OHGI’s secure messaging software.

The Company has received a proposal to finance its operations from a third party (“TP”) which the Stockholders want it to accept (the “ Financing Proposal ”) and which the Stockholders have determined is in their respective best interests. To enable the Company to accept the Financing Proposal, the parties wish to terminate and unwind the Exchange Agreement on the terms and conditions set out herein.

The Company has requested that OHGI release the Company from all claims it may have against the Company, including obligations for all monies borrowed, in consideration of the payment of the amounts provided herein.

The Stockholders have requested that OHGI release each of them from his or her obligation to deliver the Company Shares to OHGI; and further that OHGI indemnify them for any claims that may be made against them as a result of the breach of such representations and warranties they may make to the TP, to the extent such breaches are the result of actions taken or failed to have been taken by OHGI, and that OHGI secure its indemnity by granting the Stockholders a lien on the Pledged Shares.

OHGI has requested that the Stockholders release OHGI from its obligation to deliver the Exchange Shares to the Stockholders, and that the Company agree to modify its right to use OHGI’s secure messaging software.

Parties agree that in consideration of the agreements contained herein, OHGI shall be paid two million ($2,000,000) United States dollars of which one million five hundred thousand ($1,500,000) United States dollars are to be paid in cash (the “ Cash Consideration ”) and five hundred thousand ($500,000) United States dollars are to be paid in accordance with the Company’s Promissory Note (the “ Note ”) to be delivered concurrently herewith and that the Note be secured by a pledge of all of the shares of the Company owned by the Stockholders after giving effect to the transactions contemplated hereby and the investment by TP in the Company (the “ Stockholder Shares ”) pursuant to a Pledge and Escrow Agreement (the “ Pledge and Escrow Agreement ”) in a form acceptable to OHGI.

Further, the parties have agreed that the transaction contemplated hereby shall be deemed effective as of the opening of business on January 1, 2019 (“Effective Date”).

The board of directors of OHGI (“ Board of OHGI ”) and the board of directors of the Company (the “ Company Board ”) have determined that it is the best interests of their respective stockholders for the parties to consummate the transactions contemplated hereby.

NOW THEREFORE , on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the parties to be derived here from, and intending to be legally bound hereby, it is hereby agreed as follows:

ARTICLE I THE TRANSACTION

Section 1.01       Deliveries. The closing of the transactions contemplated herein (the “Closing”) shall occur contemporaneously with the execution and delivery of this Agreement. Simultaneously with the execution and delivery hereof:

(i)          A release of its claim to the Company Shares;

(ii)         The Stockholders and OHGI shall deliver joint written instructions to the Escrow Agent to the effect that the Pledged Shares are to continue to be held by it pursuant to the Pledge to secure the obligation of OHGI to indemnify the Stockholders as provided in Section 1.05;

(iii)        The Company shall deliver by wire transfer to an account designated by OHGI the sum of one million five hundred thousand ($1,500,000) United States dollars;

(iv)        The Company shall deliver to OHGI the Note;

(v)         Each of the Stockholders shall deliver to OHGI and the Escrow Agent, the Pledge and Escrow Agreement and the certificate representing the Stockholder Shares owned by him or her; and

(vi)        The Stockholders will cause the Company and the TP to execute and deliver to OHGI a consent to the pledge by the Stockholders of the Stockholder Shares and the subsequent transfer of such shares by OHGI in the event of a default under the Note.

Section 1.02         Termination of the Exchange Agreement. The parties hereby agree that upon the execution and delivery of this Agreement, and the delivery of the consideration set forth in Section 1.01 and except as specifically set forth herein, the Exchange Agreement is hereby terminated in its entirety with effect from the Effective Date. In particular without the need for any further action on the part of any of the parties, the obligation of OHGI to deliver any or all of the Exchange Shares and the obligation of the Stockholders to deliver any or all of the Company Shares, and the obligation of the Parties to incorporate a BVI corporation (“Newco”) and of OHGI and the Stockholders to exchange their shares of common stock in the Company for common stock of Newco, shall cease upon the Effective Date. The Stockholders acknowledge that they no longer have the right to receive any Exchange Shares, and OHGI acknowledges that it no longer has the right to receive any Company Shares.

Secure Messaging Software. From and after the Effective Date the Company shall have the right to incorporate OHGI’s secure messaging software in gaming and entertainment products. The Company shall not have the right to sell OHGI’s secure messaging software as a stand-alone product marketed and intended to function as an independent secure messaging system.

Release by OHGI. With the sole exception of the covenants and obligations arising under this Agreement, including the obligation under the Note, and the obligation of the Stockholders to indemnify OHGI pursuant to the Exchange Agreement, OHGI on behalf of itself and its agents, stockholders, directors, officers, successors and assigns (the “OHGI Releasors”) hereby irrevocably, unconditionally, absolutely and forever releases and discharges the Company, the Stockholders and their respective managers, successors and assigns (the “Company Releasees”) from any and all claims, liabilities, debts, obligations, accounts, actions and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bills, covenants, contracts, controversies, agreements, obligations, promises, judgments and demands (collectively, “Claims”) whatsoever, whether past, present, or future, known or unknown, suspected or unsuspected, contingent, vested or absolute, matured or unmatured, discoverable or undiscoverable, whether or not concealed or hidden, at law or in equity, that the OHGI Releasors had, now have, claim to have had, or hereafter may have, against any Company Releasee arising out of or related to any matter, cause or thing which occurred or failed to occur prior to the date hereof. For the avoidance of doubt, the above release does not release the Company Releasees from their covenants and obligations arising under this Agreement, including the obligation under the Note, and the obligation of the Stockholders to indemnify OHGI pursuant to the Exchange Agreement.

Section 1.04          Indemnification by OHGI

(i)          OHGI hereby agrees to indemnify and hold each of the Stockholders harmless from any loss or liability, including but not limited to reasonable attorneys’ fees, he or she may incur as a result of a breach by any of the Stockholders of a representation or warranty made by them in favor of the TP in the subscription agreement (or such comparable agreement) executed by the parties in connection with the investment to be made by the TP in the Company on or about the date hereof, but only if, and then solely to the extent that, the damages resulting from such breach directly result from any actions, not known to the Stockholders as of the date hereof, taken by OHGI in connection with the operations of the Company prior to the date hereof. The sole recourse of the Stockholders in connection with any action to realize upon this indemnity shall be limited to the right to receive all or a portion of the 7,383,000 Pledged Shares. Upon any final determination of a court of competent jurisdiction (subject to the provisions herein), and following any applicable appeals process, that OHGI is responsible for any indemnification payment pursuant to this Section 1.05, the parties shall cause the Escrow Agent to release to the Stockholders only a number of Pledged Shares having a fair market value as of the date of release equal to the total amount of such payment required to be made by OHGI.

(ii)         OHGI shall not be liable to any Stockholder for indemnification under Section 1.05(i) until the aggregate amount of all losses in respect of which indemnification is sought under Section 1.05(i) exceeds $25,000, in which event OHGI shall be required to pay or be liable for all such losses in excess of $25,000 and in no event shall the aggregate liability of OHGI to the Stockholders under Section 1.05(i) exceed the lesser of the value of the Pledged Shares as of the date a Stockholder first makes a claim for indemnification or $750,000 (paid by delivery of a portion of the Pledged Shares).

(iii)        OHGI’s obligation to indemnify the Stockholders as provided in Section 1.05(i) shall survive the consummation of the transaction contemplated hereby and shall remain in full force and effect until the date that is ninety (90) days from the date hereof. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice by a Stockholder prior to the expiration of such ninety (90) days shall not thereafter be barred by the expiration of such period until finally resolved. Upon the expiration of such ninety (90) days OHGI shall be permitted to demand that the Escrow Agent release such portion of the Pledged Shares as are in excess of the number that then have a fair market value equal to the estimated amount of damages then being sought by the Stockholders.

ARTICLE II REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS

The Company represents and warrants to OHGI as follows:

Section 2.01         Organization. The Company is duly incorporated, validly existing, and in good standing under the laws of Singapore and has the corporate power and is duly authorized under all applicable laws, regulations, ordinances and orders of public authorities, to carry on its business in all material respects as it is now being conducted.

Section 2.02          Power and Authority. The Company has all requisite power and authority to execute, deliver and perform its obligations under this Agreement, the Note and any other documents or items executed in connection with the transactions contemplated herein (collectively, the “Transaction Documents”) and to consummate the transactions contemplated hereby and thereby.

Section 2.03          Authorization of Agreement; Due Execution and Delivery; Binding Agreement. The execution, delivery and performance of this Agreement and the other Transaction Documents by the Company have been duly authorized by the Company Board and no further corporate action is required. This Agreement has been, and the other Transaction Documents when executed will be, duly executed and delivered on behalf of the Company. This Agreement does, and the other Transaction Documents will, each constitute a valid and binding obligation of the Company, enforceable in accordance with its terms, except that such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors rights generally, and to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

Section 2.04          No Conflict. The execution, delivery and performance of this Agreement or any of the other Transaction Documents by the Company (i) will not violate any provision of the Articles of Incorporation and by-laws of the Company, each as amended as of the date hereof; (ii) will not, with or without notice, lapse of time or both, result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of any indenture, mortgage, deed of trust, or other material agreement, or instrument to which the Company is a party or to which any of its assets, properties or operations are subject; (iii) violate any provision of law, statute, rule, regulation or executive order to which the Company is subject; or (iv) violate any judgment, order, writ or decree of any court applicable to the Company.

ARTICLE III REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE STOCKHOLDERS

Each of the Stockholders, severally and not jointly, represent and warrant to OHGI as follows:

Section 3.01          Power and Authority. Such Stockholder has all requisite power and authority to execute, deliver and perform his obligations under this Agreement and the other Transaction Documents to which such Stockholder is a party and to consummate the transactions contemplated hereby and thereby.

Section 3.02          Authorization of Agreement; Due Execution and Delivery; Binding Agreement. This Agreement and the Pledge and Escrow Agreement to be executed in connection herewith, have been, and any other Transaction Documents executed by the Stockholders shall, when executed, be, duly executed and delivered by such Stockholder and constitutes a valid and binding obligation of such Stockholder, enforceable against him or her in accordance with its terms, except that such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors rights generally, and to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

Section 3.03         No Conflict. Such Stockholder has not assigned, transferred or subjected to a lien his right to receive any of the Exchange Shares or entered into an agreement to do any of the foregoing. The execution, delivery and performance of this Agreement by such Stockholder (i) will not, with or without notice, lapse of time or both, result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of any indenture, mortgage, deed of trust, or other material agreement, or instrument to which such Stockholder is a party or to which any of his assets, properties or operations are subject; (ii) violate any provision of law, statute, rule, regulation or executive order to which such Stockholder is subject; or (iv) violate any judgment, order, writ or decree of any court applicable to such Stockholder.

Section 3.04          Share Ownership. The number of shares of common stock of the Company to be outstanding on a fully diluted basis after giving effect to the investment in the Company by TP (the “TP Transaction”) is 11,123,971 of which the Stockholders own 5,500,000 shares. The shares of common stock of the Company being pledged by such Stockholder pursuant to the Pledge and Escrow Agreement (the “BW Pledged Shares”) represent all of the shares of common stock of the Company owned by the Stockholder beneficially or of record after giving effect to the TP Transaction. Such Stockholder owns his or her BW Pledged Shares of record and beneficially free and clear of any and all Liens (as defined below). There are no limitations or restrictions on any Stockholder’s right to transfer BW Pledged Shares to OHGI pursuant to the Pledge and Escrow Agreement.

Section 3.05          The Pledged Shares and Stockholder Shares.

(i)       As between such Stockholder and any other Person other than OHGI, such Stockholder holds of record and owns beneficially all the Pledged Shares free and clear of any and all Liens (as defined below) other than as noted on Schedule 3.05. There are no limitations or restrictions on any Stockholder’s right to transfer the Pledged Shares to OHGI pursuant to this Agreement and the Pledge other than as noted on Section 3.05. For purposes herein, “Lien” means, with respect to any property or asset, any lien, security interest, mortgage, pledge, charge, claim, lease, agreement, right of first refusal, option limitation on transfer or use or assignment or licensing, restrictive easement, charge or any other restriction of any kind, and any conditional sale or voting agreement or proxy, and including any restriction on the ownership, use, voting, transfer, possession, receipt of income or other exercise of any attributes of ownership, in respect of such property or asset, and any agreement to give any of the foregoing.

(ii)       Such stockholder is not a party to any option, warrant, purchase right, proxy, power of attorney, voting trust or other contract or agreement with respect to the voting or dividend rights or the sale, acquisition, issuance, redemption, registration, transfer or other disposition of any of the Pledged Shares or the Stockholder Shares (other than this Agreement or any other Transaction Document). Further, any document purportedly executed by any Stockholder appearing to grant an option, warrant, purchase right, proxy, power of attorney, voting trust or other contract or agreement with respect to the disposition of any of the Pledged Shares or the Stockholder Shares was not duly executed by such Stockholder and is null and void and has no legal effect.

ARTICLE IV REPRESENTATIONS, COVENANTS, AND WARRANTIES OF OHGI

OHGI represents and warrants to the Company as follows:

Section 4.01          Organization. OHGI is a corporation duly incorporated, validly existing, and in good standing under the laws of Delaware and has the corporate power and is duly authorized under all applicable laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects as it is now being conducted.

Section 4.02         Power and Authority. OHGI has the legal power, capacity and authority to execute and deliver this Agreement, to consummate the transactions contemplated by this Agreement, and to perform its obligations under this Agreement. This Agreement constitutes a legal, valid and binding obligation of OHGI, enforceable against OHGI in accordance with the terms hereof.

Section 4.03          Authorization of Agreement; Due Execution and Delivery; Binding Agreement. The execution, delivery and performance of this Agreement by OHGI have been duly authorized by the Board of OHGI and no further corporate action is required. This Agreement has been duly executed and delivered on behalf of OHGI. Each of this Agreement, the Pledge Agreement and the Pledge and Escrow Agreement constitutes a valid and binding obligation of OHGI, enforceable in accordance with its terms, except that such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors rights generally, and to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

Section 4.04         No Conflicts. The execution, delivery and performance of this Agreement by OHGI (i) will not violate any provision of the Certificate of Incorporation and by-laws of OHGI, each as amended as of the date hereof; (ii) will not, with or without notice, lapse of time or both, result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of any indenture, mortgage, deed of trust, or other material agreement, or instrument to which OHGI is a party or to which any of its assets, properties or operations are subject; (iii) violate any provision of law, statute, rule, regulation or executive order to which OHGI is subject; or (iv) violate any judgment, order, writ or decree of any court applicable to OHGI.

Section 4.05          Title. OHGI is the beneficial owner of the Company Shares, with the right and authority to sell and deliver such Company Shares, free and clear of all liens, claims, charges, encumbrances, pledges, mortgages, security interests, options, rights to acquire, proxies, voting trusts or similar agreements, restrictions on transfer or adverse claims of any nature whatsoever.

ARTICLE V COVENANTS AND INDEMNIFICATION

Section 5.01          Cooperation. OHGI and the Company promptly shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any tax return or, in the case of OHGI, any report required of OHGI pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder or in connection with any audit, investigation or other proceeding initiated by any governmental organization. Such cooperation and information shall include providing copies of relevant tax returns or portions thereof, financial statements and business records, relating to the business of the Company, together with accompanying schedules, related work papers and documents. Each of OHGI and the Company shall retain all financial records and tax returns, schedules and work papers, records and other documents in its possession relating to the business, financial statements and tax returns of the Company for any taxable period beginning before the date hereof until the expiration of the statute of limitations of the taxable periods to which such documents relate, without regard to extensions. Prior to transferring, destroying or discarding any financial records, tax returns, schedules and work papers, records and other documents relating to the business of the Company in its possession, OHGI or the Company (as the case may be) shall provide the other party with reasonable written notice and offer the other party the opportunity to take custody of such materials.

Section 5.02          Clarification. For the avoidance of doubt, OHGI shall be permitted to maintain online access to the Company’s accounting software for transactions appropriate to complete OHGI’s financial audit for the year ended December 31, 2018. The Company upon request will provide copies of of such financial, accounting and tax records of the Company, to include bank statements, reports and vouchers, necessary to enable OHGI to timely complete its audit for the year ended December 31, 2018.

ARTICLE VI MISCELLANEOUS

Section 6.01          Governing Law. This Agreement shall be governed by, enforced, and construed under and in accordance with the laws of New York, without giving effect to principles of conflicts of law thereunder. Venue for all matters shall be in New York, New York. Each of the parties irrevocably consents and agrees that any legal or equitable action or proceedings arising under or in connection with this Agreement shall be brought exclusively in the Southern District Court of the United States located in New York County. By execution and delivery of this Agreement, each party irrevocably submits to and accepts, with respect to any such action or proceeding, generally and unconditionally, the jurisdiction of the aforesaid court, and irrevocably waives any and all rights such party may now or hereafter have to object to such jurisdiction.

Section 6.02         Notices. Any notice or other communications required or permitted hereunder shall be in writing and shall be sufficiently given if personally delivered to it or sent by overnight courier or registered mail or certified mail, postage prepaid, or electronic mail with a follow up copy by overnight courier, addressed as follows:

If to the Company or the Stockholders:

Banana Whale Studios Pte Ltd 

22-15 International Plaza, 10 Anson Road, Singapore 

Attn: Sargon Petros, Chief Executive Officer 

E-mail: sp@bananawhale.com

If to OHGI:

One Horizon Group, Inc. 

34 South Molton Street 

London W1K 5RG, United Kingdom 

Attn: Martin Ward, Chief Financial Officer 

E-mail: martin.ward@onehorizoninc.com

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

Mandelbaum Salsburg P.C. 

1270 Avenue of the Americas, Suite 1808 

New York, NY 10020 

Attention: Vincent J. McGill, Esq. 

E-mail: vmcgill@lawfirm.ms

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

Section 6.03          Entire Agreement. This Agreement represents the entire agreement between the parties relating to the subject matter thereof and supersedes all prior agreements, understandings and negotiations, written or oral, with respect to such subject matter.

Section 6.04          Amendment or Waiver. Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any party of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing. This Agreement may by amended only by a writing signed by all parties hereto.

Section 6.05          Effective Date. For all purposes related to financial reporting and income taxes, the termination, renunciation and cancellation of OHGI’s claim to the beneficial ownership of the Company Shares under the Exchange Agreement shall be deemed effective as of the opening of business on January 1, 2019. For the avoidance of doubt any income or loss realized by the Company for the period from January 1, 2019, to the date hereof shall be attributed solely to the Stockholders.

Section 6.06          Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument.

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the Closing Date.

Schedule 3.05

Liens

Reference is made to the Shareholders’ Agreement dated the date hereof among the Company, the Stockholders and the TP.

Exhibit 10.2

PROMISSORY NOTE

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Banana Whale Studios Pte Ltd (the “Company”) agrees to pay to the order of One Horizon Group, Inc. (“OHGI”), on or before December 31, 2019 (the “Maturity Date”), the principal sum of five hundred thousand ($500,000) U. S. dollars together with interest thereon as provided in this Promissory Note (the “Note”).

The Company agrees to pay interest on the outstanding principal hereof at the rate of five percent (5.0%) per annum calculated on the basis of a 365/366-day year and the actual number of days elapsed; provided, however that if any amount payable hereunder remains outstanding after the Maturity Date, interest shall accrue on such amounts at the rate of fifteen percent (15%) per annum until such amounts are paid in full. In no event shall OHGI, or any permitted successor or assign, be entitled to receive, collect or retain any amount of interest paid hereon in excess of that permitted by applicable law. The Company shall have the right, at any time and from time to time, upon three business days’ notice to OHGI, to prepay this Note in whole or in part together with accrued interest on the amount prepaid, but without premium or penalty. All payments to OHGI shall be made in United States dollars and shall be applied first to any expenses which have accrued hereunder, next to accrued and unpaid interest and thereafter to the principal amount of this Note then outstanding.

The following shareholders of the Company, Sargon Petros, Mark Hogbin, Rita Lui and Jeremy Chung (collectively the “Founding Shareholders”) acknowledge that each of them will receive substantial benefits from the consummation of the transactions of which the delivery of this Note is a part, and have agreed to guarantee the payment of all amounts due or which may become due under this Note on a limited recourse basis in accordance with the terms of a Limited Recourse Guaranty being delivered by each of them concurrently herewith. The liability of each of the Founding Shareholders will be limited to the shares of the outstanding common stock of the Company now or hereafter held by him or her as set forth in a Pledge and Escrow Agreement among OHGI, the Founding Shareholders and Mandelbaum Salsburg in the form being executed and delivered by such parties concurrently herewith.

Any sum required to be withheld from the payment of interest due hereunder pursuant to United States law shall be promptly paid by the Company for and on behalf of OHGI to the appropriate tax authority and the Company shall furnish OHGI with official tax receipts or other appropriate evidence sufficient to enable OHGI to support a claim for income tax credit in respect of any sum so withheld.

If any of the following events (“Events of Default”) shall occur and be continuing: (a) the failure of the Company to pay when due any amount due under this Promissory Note on the Maturity Date or on any date thereafter on which payment is demanded by OHGI; (b) the filing of any petition by or against the Company, or the commencement of any proceedings for the relief or readjustment of any indebtedness of the Company under any law relating to bankruptcy, insolvency or reorganization or relief of debtors and the continuance of such event for 60 consecutive days unless dismissed, bonded to the satisfaction of the court of competent jurisdiction or discharged; (c) the appointment of a receiver or conservator of any property of the Company; or (d) the sale by Company of all or any substantial portion of its assets, then upon the occurrence of any such event, or at any time during the continuance of any Event of Default, OHGI may declare all amounts payable hereunder to be immediately due and payable, whereupon the outstanding principal amount hereof, all interest accrued thereon and any expenses payable by the Company hereunder shall become and be immediately due and payable, all without presentment, protest, demand or notice of any kind, all of which are expressly waived by the Company; provided, however, that in the event of an entry of an order for relief with respect to the Company or any endorser or guarantor of this Note under applicable bankruptcy laws, this Note, and all such amounts shall automatically become and be due and payable, all without presentment, protest, demand or notice of any kind, all of which are expressly waived by the Company.

The Company agrees to pay on demand all reasonable costs and expenses in connection with the enforcement (whether through legal proceedings, negotiations or otherwise) of this Note and any other document to be delivered hereunder (such costs and expenses shall include without limitation, the reasonable fees and expenses of legal counsel.) The obligations of the Company under this Paragraph shall survive the payment in full of this Note.

The Company hereby waives presentment for payment, demand, notice of dishonor and protest of this Note. None of the terms or provisions of this Note may be waived, altered, modified or amended except as OHGI may consent thereto in writing.

The parties agree that all questions concerning the construction, validity, enforcement and interpretation of this Note, to the greatest extent permitted by applicable law, shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to any principles of conflicts of law thereof that would defer to the substantive laws of any other jurisdiction. Without limiting the right of OHGI to bring any action or proceeding against the Company or against property of the Company arising out of or relating to this Note (an “Action”) in the courts of other jurisdictions, each party agrees that all legal proceedings concerning the interpretation and enforcement of this Note shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “ New York Courts ”). Each party hereto hereby irrevocably submits to the jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding. The preceding consents to New York governing law and jurisdiction and venue in New York State's Supreme Court have been made by the parties in reliance (at least in part) on Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York, as amended (as and to the extent applicable), and other applicable law. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. In any action, suit or proceeding in any jurisdiction brought by any party against any other party, each party, knowingly and intentionally and to the fullest extent permitted by applicable law, hereby absolutely, unconditionally, irrevocably and expressly waives forever trial by jury.

Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be sent by certified mail, return receipt requested, by Express Mail, or by a recognized overnight delivery courier service: (i) to OHGI at 34 South Molton Street, London, W1K 5RG, United Kingdom, Attn: CFO with a copy to Mandelbaum Salsburg, 1270 Avenue of the Americas, Suite 1808, New York, New York 10020, Attention: Vincent McGill; (ii) to the Company at 22-15 International Plaza, 10 Anson Road, Singapore; and (iii) in either case, at such other address as the party shall have furnished in writing in accordance with the foregoing. Any notice or other communication given by the means permitted hereunder shall be deemed given and effective at the time of deposit thereof in the mails or with a recognized overnight courier.

Exhibit 10.3

PLEDGE AND ESCROW AGREEMENT

PLEDGE AND ESCROW AGREEMENT, dated as of February 4, 2019 (this “Agreement”), by and among One Horizon Group, Inc., a Delaware corporation (“OHGI”), Sargon Petros, Mark Hogbin, Rita Liu and Jeremy Chung (collectively, the “Founding Stockholders” or “Stockholders”), and Mandelbaum Salsburg P.C. (the "Agent").

Preliminary Statement

Concurrently with the execution and delivery hereof the Founding Stockholders, Banana Whale Studios Pte. Ltd., a Singapore corporation (“BW”) and OHGI are entering into an agreement pursuant to which BW will issue to OHGI a Promissory Note of BW in the amount of five hundred thousand ($500,000) U.S. Dollars (the “Note”). Each of the Founding Stockholders has executed and delivered a Limited Recourse Guaranty in favor of OHGI whereby he or she has guaranteed the payment of the Obligations of BW, as defined in the Guaranty, to the extent of the shares of common stock of BW to be owned by him or her. Upon the completion of such transactions, the Founding Stockholders, in the aggregate, will own 5,500,000 shares of the common stock of BW (the “Pledged Shares”). The number of Pledged Shares owned by each Stockholder is set forth on the signature page hereto.

The Founding Stockholders have agreed to deposit the 5,500,000 Pledged Shares in escrow with the Agent, who is counsel to OHGI, on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing promises and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1.     The Stockholders have concurrently with the execution of this Agreement deposited stock certificates evidencing the Pledged Shares with the Agent to be held by the Agent on the terms and conditions set forth herein, the receipt of which is hereby acknowledged by the Agent. In the event that during the term of this Agreement any stock dividend, reclassification, readjustment or other change is declared or made in the capital structure of BW, all additional shares issued by reason of any such change (the “Additional Shares”) shall be deposited with the Agent, and shall be deemed to be part of the escrowed property held by the Agent under the terms of this Agreement in the same manner as the shares of common stock originally deposited hereunder. In addition, all dividends and other distributions (other than stock or liquidating dividends) at any time and from time to time declared or paid upon any of the Pledged Shares and Additional Shares shall be deposited in escrow with the Agent and be part of the escrowed property held by the Agent hereunder, subject to the conditions for release set forth in Section 4. All of the Pledged Shares, Additional Shares, dividends or other distribution constituting part of the escrowed property being held by the Agent hereunder shall be collectively be referred to herein as the “Escrowed Property.”

2.     Each of the Stockholders agrees that he or she will not during the term of this Agreement sell, transfer or convey any interest in, or otherwise dispose of, any of the Escrowed Property, or enter into an agreement to do any of the foregoing.

3.     Each of the Stockholders shall be entitled to exercise the voting power with respect to the Pledged Shares or Additional Shares owned of record by such Stockholder as long as they remain subject to the terms of this Agreement.

4.     (a)     The Agent shall continue to hold the Escrowed Property until it receives (x) joint written instructions signed by OHGI and any Stockholder with respect to the Escrowed Property attributable to him or her, as to the delivery of the Escrowed Property, or (y) a letter of instructions from OHGI demanding delivery of all or a specified portion of the Escrowed Property stating that an Event of Default has occurred and is continuing under the Note (“OHGI Instruction Letter”), a copy of which (together with any related documentation) has been delivered concurrently to any Stockholder which OHGI is demanding be delivered to it, unless the Agent receives a letter of objection (an “Objection Notice”) from the impacted Stockholder within five business days after the receipt by the Agent of OHGI Instruction Letter (the “Waiting Period”).

(b)     Upon receipt of joint written instructions signed by OHGI and any Stockholder, the Agent shall promptly thereafter (but in no event later than five business days thereafter) deliver that portion of the Escrowed Property specified in the joint written instructions to OHGI and/or the Stockholder in accordance therewith.

(b)     If the Agent does not receive an Objection Notice by the end of the Waiting Period, the Agent shall promptly thereafter (but in no event later than five business days thereafter) transfer that portion of the Escrowed Property specified in OHGI Instruction Letter to OHGI and/or the Stockholders in accordance therewith.

(c)     If the Agent receives an Objection Notice before the end of the Waiting Period (giving rise to a controversy or dispute, hereinafter referred to as a “Dispute”), the Agent shall continue to hold the Escrowed Property until final resolution of the Dispute. A final resolution of the Dispute shall occur if (x) a written agreement is reached between OHGI and the Stockholders with respect to the Dispute directing the disposition and delivery of the Escrowed Property; or (y) a final, non-appealable determination of a court of competent jurisdiction. Upon final resolution of the Dispute, and upon receipt by the Agent of evidence of such resolution, the Agent shall deliver the Escrowed Property in accordance with such resolution.

5.     (a)     The Agent shall have no duties or responsibilities other than those expressly set forth herein. The Agent shall have no duty to enforce any obligation of any person to make any payment or delivery, or to direct or cause any payment or delivery to be made, or to enforce any obligation of any person to perform any other act. The Agent shall be under no liability to the other parties hereto or to anyone else by reason of any failure on the part of any party hereto or any maker, guarantor, endorser or other signatory of any document or any other person to perform such person’s obligations under any such document. Except for amendments to this agreement referred to below, and except for instructions given to the Agent by OHGI and/or the Stockholders relating to the Escrowed Property under this Agreement, the Agent shall not be obligated to recognize any agreement between any and all of the persons referred to herein, notwithstanding that references hereto may be made herein and whether or not it has knowledge thereof.

(b)     The Agent shall not be liable to OHGI, the Stockholders, or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the exercise of its own best judgment. The Agent may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Agent), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained), which is believed by the Agent to be genuine and to be signed or presented by the proper person or persons. The Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this agreement or any of the terms thereof, unless evidenced by a writing delivered to the Agent signed by the proper party or parties and, if the duties or rights of the Agent are affected, unless it shall give its prior written consent thereto.

(c)     The Agent shall not be responsible for the sufficiency or accuracy of the form of, or the execution, validity, value or genuineness of, any document or property received, held or delivered by it hereunder, or of any signature or endorsement thereon, or for any lack of endorsement thereon, or for any description therein; nor shall the Agent be responsible or liable to the other parties hereto or to anyone else in any respect on account of the identity, authority or rights of the persons executing or delivering or purporting to execute or deliver any document or property or this Agreement. The Agent shall have no responsibility with respect to the use or application of any funds or other property paid or delivered by the Agent pursuant to the provisions hereof.

(d)     The Agent shall have the right to assume in the absence of written notice to the contrary from the proper person or persons that a fact or an event by reason of which an action would or might be taken by the Agent does not exist or has not occurred, without incurring liability to the other parties hereto or to anyone else for any action taken or omitted, or any action suffered by it to be taken or omitted, in good faith and in the exercise of its own best judgment, in reliance upon such assumption.

(e)     In the event the Agent shall be uncertain as to its duties or rights hereunder, or shall receive instructions from any party hereto with respect to the disposition or delivery of the Escrowed Property, which, in its opinion, are in conflict with any of the provisions of this agreement, it shall be entitled to refrain from taking any action until such time as there has been a final determination of the rights of OHGI, on the one hand, and the Stockholders, on the other hand, with respect to the Escrowed Property, or alternatively, it may deposit the Escrowed Property with a court of competent jurisdiction in an interpleader action. For purposes of this Section 5(e), there shall be deemed to have been a final determination of the rights of OHGI, on the one hand, and the Stockholders, on the other hand, with respect to the Escrowed Property at such time as the Agent shall receive (x), joint written instructions from OHGI and the Stockholders, (y) a Company Instruction Letter which has not been disputed in an Objection Notice from the Stockholders, or (z) a copy of a final judgment rendered by a court of competent jurisdiction which is not subject to appeal.

(f)     OHGI, on the one hand, and the Stockholders, on the other hand, each agree to defend, indemnify and hold the Agent harmless from and against any and all expenses, including reasonable counsel fees and disbursements, or loss suffered by the Agent in connection with any action, suit or other proceeding involving any claim, or in connection with any claim or demand, which in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the Agent hereunder, or the Escrowed Property held by it hereunder. The Agent shall have a lien for the amount of any such expenses or loss on the Escrowed Property held by it hereunder. Promptly after the receipt of the Agent of notice of any demand or claim or the commencement of any action, suit or proceeding, the Agent shall, if a claim in respect thereof is to be made against OHGI, on the one hand, and the Stockholders, on the other hand, (each, a “Party”), notify the Party thereof in writing, but the failure by the Agent to give such notice shall not relieve the Party from any liability which the Party may have to the Agent hereunder.

(g)     For the purposes hereof, the term “expense or loss” shall include all amounts paid or payable to satisfy any claim, demand or liability, or in settlement of any claim, demand, action, suit or proceeding settled with the express written consent of the Agent, and all costs and expenses, including, but not limited to, reasonable counsel fees and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit or proceeding.

(h)     The Agent may resign at any time and be discharged from its duties as Agent hereunder by giving the Parties at least 30 days’ prior written notice thereof. As soon as practicable after its resignation, the Agent shall turn over to a successor agent appointed by OHGI and the Stockholders the Escrowed Property held hereunder upon presentation of the document appointing the successor agent and its acceptance thereof. If a successor agent has not been so appointed within the 60-day period following such notice of resignation, the Agent may deposit the Escrowed Property with any court it deems appropriate.

6.     This Agreement shall terminate on the final disposition of the Escrowed Property held by the Agent hereunder, provided that the rights of the Agent and the obligations of the other parties hereto hereunder shall survive the termination hereof.

7.     This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without reference to conflict of laws principles. The representations and warranties contained in this Agreement shall survive the execution and delivery hereof and any investigations made by the parties hereto. Each party agrees that all legal proceedings concerning the interpretation and enforcement of this Agreement shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “ New York Courts ”). Each party hereto hereby irrevocably submits to the jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding. The preceding consents to New York governing law and jurisdiction and venue in New York State's Supreme Court have been made by the parties in reliance (at least in part) on Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York, as amended (as and to the extent applicable), and other applicable law. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. In any action, suit or proceeding in any jurisdiction brought by any party against any other party, each party, knowingly and intentionally and to the fullest extent permitted by applicable law, hereby absolutely, unconditionally, irrevocably and expressly waives forever trial by jury.

8.     All notices, requests, demands and other communications provided for herein shall be in writing, shall be delivered to the intended recipient, by hand or by first-class mail, certified or registered with postage prepaid, or by recognized overnight courier, and shall be deemed given when received and shall be addressed to the parties hereto at their respective addresses listed on the signature page hereof or to such other persons or addresses as the relevant party shall designate as to itself from time to time in writing delivered in like manner.

9.     This Agreement and the rights and obligations of the parties hereunder may not be assigned. This Agreement and the rights and obligations hereunder of the Agent may be assigned by the Agent only to a successor to its entire business. This Agreement shall be binding upon and inure to the benefit of each party’s respective successors, heirs and permitted assigns. No other person shall acquire or have any rights under or by virtue of this Agreement. This Agreement may not be changed orally or modified, amended or supplemented without an express written agreement executed by the Agent, and each of the parties hereto. This Agreement is intended to be for the sole benefit of the parties hereto, and (subject to the provisions of this Section 8) their respective successors, heirs and assigns, and none of the provisions of this Agreement are intended to be, nor shall they be construed to be, for the benefit of any third person.

10.     From time to time on and after the date hereof, the parties hereto shall deliver or cause to be delivered to the Agent such further documents and instruments and shall do and cause to be done such further acts as the Agent shall reasonably request (it being understood that the Agent shall have no obligation to make any such request) to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure itself that it is protected in acting hereunder.

11.     This Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing such instrument to be drafted. The terms “hereby,” “hereof,” “hereto,” “hereunder,” and any similar terms, as used in this Agreement, refer to the Agreement in its entirety and not only to the particular portion of this Agreement where the term is used. The word “person” shall mean any natural person, partnership, company, government and any other form of business or legal entity. All words or terms used in this agreement, regardless of the number or gender in which they are used, shall be deemed to include any other number and any other gender as the context may require. This Agreement shall not be admissible in evidence to construe the provisions of any prior agreement.

12.     This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signature of all of the parties reflected hereon as the signatures.

[the signature page is on the following page]

[signature page to Pledge and Escrow Agreement dated February 4, 2019]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement or have caused this Agreement to be duly executed by one of its officers duly authorized, as of the day and year first above written.