WARRANT AGREEMENT Dated as of [ ], 2015Warrant Agreement • November 9th, 2015 • Ominto, Inc. • Services-business services, nec • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2015 is by and between Ominto, Inc., a Nevada corporation (the “Company”), and Olde Monmouth Stock Transfer, a New Jersey corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • November 9th, 2015 • Ominto, Inc. • Services-business services, nec • New York
Introduction. Subject to the terms and conditions herein (this “Agreement”), Ominto, Inc., a Nevada corporation (the “Company”), hereby agrees to sell up to an aggregate of $[__] of registered securities of the Company, including, but not limited to, shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), together with warrants to purchase Common Stock at an exercise price of $__ per share (the “Warrants” and the shares of Common Stock underlying the Warrants, the “Warrant Shares”), (the Shares, Warrants and Warrant Shares, collectively, the “Securities”) directly to various investors (each, an “Investor” and, collectively, the “Investors”) through Chardan Capital Markets, LLC, as placement agent (the “Placement Agent”). The Placement Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the Offering (as defined below) whose fees and expenses shall be borne exclusively by the Pla
Form of Placement Agent WarrantPlacement Agent Warrant • November 9th, 2015 • Ominto, Inc. • Services-business services, nec • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Chardan Capital Markets LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that is 180 days from the effective date (“Effective Date”) of the Registration Statement (the “Initial Exercise Date”) and on or prior to the close of business on the third (3rd) year anniversary of the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ominto, Inc., a Nevada corporation (the “Company”), up to ___________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ContractEscrow Agreement • November 9th, 2015 • Ominto, Inc. • Services-business services, nec • New Jersey
THIS ESCROW AGREEMENT (this “Agreement”) is made this ___ day of ____ 2015 by and among Ominto, Inc. (the “Issuer”), Chardan Capital Markets, LLC as placement agent, whose name and address appears on the Information Sheet (as defined herein) attached to this Agreement and Olde Monmouth Stock Transfer Co., (the “Escrow Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 9th, 2015 • Ominto, Inc. • Services-business services, nec
This EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of the 28th day of October 2015 (the “Effective Date”) by and between Jeffrey Schuett, an individual (“Employee”) and OMINTO, INC., a Nevada corporation (“Company”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 9th, 2015 • Ominto, Inc. • Services-business services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of __________, 2015, between Ominto, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ADVISOR AGREEMENTAdvisor Agreement • November 9th, 2015 • Ominto, Inc. • Services-business services, nec • Nevada
This Advisor Agreement (the “Agreement”) is made as of ___________ by and between Ominto, Inc., (the “Company”), and _________________ (“Advisor”) (each a “Party” and collectively the “Parties”).
November 5, 2015Finder’s Agreement • November 9th, 2015 • Ominto, Inc. • Services-business services, nec • New York
It is expected that Chardan Capital Markets, LLC (“CCM”) will be retained by Ominto, Inc. (the “Company”) as placement agent in connection with a public offering (the “Offering”), on a best efforts basis, by the Company for up to $24,000,000 of common stock and warrants (collectively, the “Securities”), the exact nature of which shall be subject to negotiation between the Company and Chardan. The purpose of this Finder’s Agreement (“Agreement”) is to confirm the agreement between the Company, CCM and Maxim Group LLC (“Maxim”), with respect to introduction of Chardan to the Company by Maxim.
EXHIBIT A FORM OF WARRANT THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.Warrant Agreement • November 9th, 2015 • Ominto, Inc. • Services-business services, nec • Nevada
Ominto, Inc., a Nevada corporation (the “Company”), for value received, hereby certifies that ______ (the “Registered Holder”), is entitled to purchase from the Company on or before 5:00 pm Pacific Time on the Expiration Date (as defined in Section 5 below), up to _________ shares of common stock of the Company (the “Shares”) at a purchase price of twenty cents ($.20) per Share, as adjusted for the reverse split transaction, subject to the terms hereof and the Purchase Agreement by and among the Company and the undersigned (the “Purchase Agreement”). The Shares purchasable upon exercise of this Warrant and the purchase price per Share, as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase Price,” respectively. The Warrant Shares issued upon exercise will be subject to all the terms, conditions and restrictions of the Purchase Agreement.
