Exhibit 10.1


FIRST AMENDMENT TO THE


EMPLOYMENT AGREEMENT


 


This First Amendment to
Employment Agreement (the “Amendment”) is executed on this _8th day of March 2017 (the “Effective
Date”), by and between Michael Hansen (hereinafter referred to as “Executive”) and Ominto,
Inc. (“Employer” and, together with its subsidiaries, the “Company”) and serves
to amend that certain Employment Agreement dated November 17, 2016 (the “Employment Agreement”) by and
between Executive and the Company. Capitalized terms used herein but not defined shall have the same meanings given to them in
the Employment Agreement. Executive and Company are collectively referred to as the “Parties” and singularly
referred to as “Party.”


 


RECITALS


 


WHEREAS, Executive
currently is employed by the Company pursuant to the terms of the Employment Agreement; and


 


WHEREAS, the Parties
desire to amend the Employment Agreement as described below, but to otherwise maintain in effect in full all other terms of the
Employment Agreement.


 


NOW, THEREFORE,
for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties agree as follows:


 


AMENDMENT


1.     
ADOPTION OF RECITALS. The Parties adopt the above recitals as being true and correct, and they are incorporated
herein as material parts of this Amendment.


 


2.     
SECTION 4(a). The Parties agree that Section 4(a) of the Employment Agreement shall be amended and restated
as follows: 


(a)            RESTRICTED
STOCK GRANT. Ominto shall grant to Executive 200,000 shares of Restricted Stock (as defined in the Ominto, Inc. Amended and
Restated 2010 Omnibus Equity Compensation Plan, as may be amended from time to time (the “Omnibus Plan”)) under
the Omnibus Plan (the “Restricted Stock Grant”).


3.     
SECTION 4(c). The Parties agree that Section 4(c) of the Employment Agreement shall be amended and restated
as follows:


(c)
 The Restricted Stock Grant shall vest on the later of (i) January 1, 2017, (ii) upon the approval of the listing of the Company’s
common stock on the NASDAQ stock exchange or (iii) such other date as may be approved by the Board.






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4.     
FULL FORCE AND EFFECT. Except as expressly amended herein, all other terms and provisions of the Employment
Agreement shall remain in full force and effect and are hereby ratified and confirmed in all respects. The Parties mutually acknowledge
and agree that any and all other prior agreements, offer letters or contracts between Executive and the Company, are declared null
and void with no legal effect as of the date this Amendment is executed by the Parties.


5.     
FURTHER AMENDMENTS. The Employment Agreement shall further be amended wherever appropriate to reflect the changes
indicated above.


 


6.     
RIGHT TO REVIEW AND TO SEEK COUNSEL. The Executive acknowledges that K&L Gates LLP represents only the Company
in this Amendment and does not represent the interests of the Executive and has not advised the Executive in connection with this
Amendment. The Executive further acknowledges that he has had the opportunity to seek independent counsel and tax advice in connection
with the execution of this Amendment, and the Executive represents and warrants to the Company (a) that he has sought such independent
counsel and advice as he has deemed appropriate in connection with the execution hereof and the transactions contemplated hereby,
and (b) that he has not relied on any representation of the Company as to tax matters, or as to the consequences of the execution
hereof.


 


7.     
GOVERNING LAW. This Amendment shall be governed and construed in accordance with the laws of the State of
Florida without regard to conflicts of law.


 


8.     
HEADINGS AND CAPTIONS. The titles and captions of paragraphs and subparagraphs contained in this Amendment are provided
for convenience of reference only, and shall not be considered terms or conditions of this Amendment.


 


9.     
VALIDITY. The invalidity or unenforceability of any provision of this Amendment shall not affect the validity or
enforceability of any other provision of this Amendment, which shall remain in full force and effect.


 


10.  COUNTERPARTS.
This Amendment may be executed in one or more counterparts, by facsimile or electronically, each of which shall be deemed to be
an original but all of which together will constitute one and the same instrument. For purposes of legal enforcement of this Agreement
(i.e., by a court of law or equity or in arbitration), a copy or scanned version of this Agreement shall constitute an original.


 


 


[Signature page follows.]



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IN WITNESS WHEREOF,
the parties hereto have executed this Agreement on March 8 , 2017.





	COMPANY:	 	EXECUTIVE:
	 	 	 
	OMINTO, INC.	 	MICHAEL HANSEN
	 	 	 	 	 
	 	 	 	 	 
	By:	 /s/ Raoul Quijada                     	 	By:	 /s/ Michael Hansen
	 	 	 	 	 
	Name: 	/s/ Raoul Quijada      	 	 	 
	 	 	 	 	 
	Title: 	Chief Financial Officer	 	 	 
	 	 	 	 	 




 


 



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