Exhibit 4.5


 


OMINTO, INC.


 


and


 


Olde
monmouth stock transfer, 


 


WARRANT AGREEMENT


 


Dated as of [      ], 2015


 





 



 


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”). 


 


WHEREAS, the Company
is engaged in a public offering (the “Offering”) of the Company’s Common Stock (as defined below)
together with Warrants (as defined below) to purchase Common Stock and, in connection therewith, has determined to issue and deliver
up to [      ] Warrants to investors in the Offering (the “Warrants”).
Each Warrant entitles the holder thereof to purchase [one] share of common stock of the Company $0.001 par value per share (“Common
Stock” and, together with the Warrants and the shares of Common Stock underlying the Warrants, the “Securities”),
for $[       ] per share, subject to adjustment as described herein; and 


 


WHEREAS, the Company has filed with the Securities and
Exchange Commission (the “Commission”) a registration statement on Form S-1, No. 333-2207005 (the “Registration
Statement”) and prospectus (the “Prospectus”), for the registration, under the Securities
Act of 1933, as amended (the “Securities Act”), of the Securities; and 


 


WHEREAS, the Company desires the Warrant Agent to act
on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer,
exchange, redemption and exercise of the Warrants; and


 


WHEREAS, the Company desires to provide for the form
and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation
of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS, all acts and things have
been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by
or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize
the execution and delivery of this Agreement.


 


NOW, THEREFORE, in consideration of the mutual agreements
herein contained, the parties hereto agree as follows:


 


1.            Appointment of Warrant Agent. The Company hereby appoints the
Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees
to perform the same in accordance with the terms and conditions set forth in this Agreement.


 


2.            Warrants.


 


2.1.         Form of Warrant. Each Warrant shall be
issued in registered form only and shall be in substantially the form of Exhibit A hereto, the provisions of which are incorporated
herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board, President, Chief Executive Officer,
Chief Financial Officer, Secretary or other authorized officer of the Company.


 






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2.2.         Effect of Countersignature. Unless and
until countersigned by the Warrant Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be
exercised by the holder thereof.


 


2.3.         Registration.


 


2.3.1.          Warrant Register. The Warrant Agent shall
maintain books (the “Warrant Register”), for the registration of original issuance and the registration
of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants
in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to
the Warrant Agent by the Company or its representatives.


 


2.3.2.          Registered Holder. Prior to due presentment
to the Warrant Agent for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person
in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”) as the absolute
owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on the
Warrant Certificate (as defined below) made by anyone), for the purpose of any exercise thereof, and for all other purposes, and
neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


2.4        Additional
Warrants to be Issued. At any time following the consummation of the Offering, Warrant Agent may issue
additional warrants to purchase Common Stock (“Additional Warrants”) on the same terms and
conditions as the Warrants in the Offering, upon receipt of joint written instructions from the Company and Chardan Capital
Markets, LLC for the issuance thereto. Such Additional Warrants, and the obligations of the Company and Warrant Agent
thereto, shall be subject to the terms and conditions set forth in this Agreement in all respects.


 


3.            Terms and Exercise of Warrants.


 


3.1.          Exercise Price. Each Warrant shall, when
countersigned by the Warrant Agent, entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this
Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at the price of $[          ] per share,
subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “Exercise
Price” as used in this Agreement shall mean the price per share at which shares of Common Stock may be purchased at the time
a Warrant is exercised. [The Company in its sole discretionmay lower the Exercise Price at any time prior to the Expiration Date
(as defined below) for a period of not less than twenty (20) Business Days, provided, that the Company shall provide at least twenty
(20) days prior written notice of such reduction to Registered Holders of the Warrants and, provided further that any such reduction
shall be identical among all of the Warrants.]


 


3.2.          Duration
of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing
immediately upon the closing of the Offering and terminating at 5:00 p.m., New York City time on the Expiration Date; provided,
however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth
in subsection 3.3.2 below with respect to an effective registration statement. For purposes of this Warrant Agreement,
the “Expiration Date” shall mean the date that is [three] (3) years after the closing of the Offering.
Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect
thereof under this Warrant Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole
discretion may extend the duration of the Warrants by delaying
the Expiration Date; provided, that the Company shall provide at least twenty (20) days prior written notice of any such
extension to Registered Holders of the Warrants and, provided further that any such extension shall be identical in duration among
all the Warrants.


 






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3.3.         Exercise of Warrants.


 


3.3.1.        Payment. Subject to the provisions of
the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof
by surrendering it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in [      ], with the
subscription form, as set forth in the Warrant, duly executed, and by paying in full the Exercise Price for each full share of
Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant.
The aggregate Exercise Price shall be paid:


 


(a)       in good certified check or good bank draft
payable to the order of the Warrant Agent; or


 


(b)      as provided in Section 7.4 hereof.


 


3.3.2.        Issuance of Shares of Common Stock on Exercise.
As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Exercise Price (if payment
is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder of such Warrant a certificate or certificates
for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed
by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant for the number of shares
as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver
any shares of Common Stock pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless
a registration statement under the Securities Act with respect to the shares of Common Stock underlying the Warrants (the “Warrant
Shares”) is then effective and a prospectus relating thereto is current, subject to the Company’s satisfaction
of its obligations under Section 7.4. Subject to Section 4.6 of this Agreement, a Registered Holder of Warrants may
exercise its Warrants only for a whole number of shares of Common Stock. In no event will the Company be required to net cash settle
the Warrant. If, by reason of any exercise of warrants on a “cashless basis”, the holder of any Warrant would be entitled,
upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall round up to the nearest whole
number, the number of shares to be issued to such holder.


 


3.3.3.        Valid Issuance. All shares of Common
Stock issued or issuable upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully
paid and nonassessable.


 


3.3.4.        Date of Issuance.
Each person in whose name any certificate for shares of Common Stock is issued shall for all purposes be deemed to have become
the holder of record of such shares of Common Stock on the date on which the Warrant was surrendered and, other than in the case
of a Cashless Exercise, payment of the Exercise Price was made, irrespective of the date of delivery of such certificate, except
that, if the date of such surrender and payment is a date when the share transfer books of the Company are closed, such person
shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the share
transfer books are open.


 






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3.3.5          Share Delivery Failure. If the Company
shall fail, for any reason or for no reason, to issue to the Holder within three (3) trading days after receipt of the applicable
exercise notice (the “Share Delivery Deadline”), a certificate for the number of shares of Common Stock
to which the Holder is entitled upon Holder’s exercise of a Warrant or credit the Holder’s balance account with DTC
for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s exercise of this Warrant (as
the case may be, but in each case without a restrictive legend) (a “Delivery Failure”), and if on such
or after such Share Delivery Deadline the Holder purchases (in an open market transaction or otherwise) shares of Common Stock
to deliver in satisfaction of a sale by the Holder of all or any portion of the number of shares of Common Stock issuable upon
such exercise that the Holder so anticipated receiving from the Company, then, in addition to all other remedies available to it,
the Company shall, within three (3) Business Days after the Holder’s request and in the Holder’s discretion, either
(i) pay cash to the Holder in an amount equal to 100% of the Holder’s total purchase price (including brokerage commissions
and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including, without limitation, by any other
person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation
to so issue and deliver such certificate or credit the Holder’s balance account with DTC for the number of shares of Common
Stock to which the Holder is entitled upon the Holder’s exercise hereunder (as the case may be) (and to issue such shares
of Common Stock) shall terminate, or (ii) promptly honor its obligation to so issue and deliver to the Holder a certificate or
certificates representing such shares of Common Stock or credit the Holder’s balance account with DTC for the number of shares
of Common Stock to which the Holder is entitled upon the Holder’s exercise hereunder (as the case may be) and pay cash to
the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common
Stock multiplied by (B) the lowest Closing Sale Price of the shares of Common Stock on any trading day during the period commencing
on the date of the applicable exercise notice and ending on the date immediately preceding the date of such issuance and payment
under this clause (ii).


 


3.3.6.          Maximum Percentage.
A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this
subsection 3.3.6; however, no holder of a Warrant shall be subject to this subsection 3.3.6 unless he, she
or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s
Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise,
such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own
in excess of [9.9]% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately
after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially
owned by such person and its affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant
with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock that would be
issuable upon exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially
owned by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or
warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in
the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Solely the holder of
this Warrant shall determine the extent to which the Warrant is exercisable in accordance with this Section 3.3.6, and neither
the Company nor the Transfer Agent shall have any obligation to verify or confirm the accuracy of such determination.
For purposes of the Warrant, in determining the number of outstanding shares of Common Stock, the holder may rely on the number
of outstanding shares of Common Stock as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly
report on Form 10-Q, current report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent
public announcement by the Company or (3) any other notice by the Company or the Transfer Agent (or its successor) setting forth
the number of shares of Common Stock outstanding. For any reason at any time, upon the written request of the holder of the Warrant,
the Company shall, within three (3) Business Days, confirm orally and in writing to such holder the number of shares of Common
Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to
the conversion or exercise of equity securities of the Company by the holder and its affiliates since the date as of which such
number of outstanding shares of Common Stock was reported. By written notice to the Company, the holder of a Warrant may from time
to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice;
provided, however, that any such increase shall not be effective until the sixty-first (61st) day after such notice
is delivered to the Company.


 






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4.            Adjustments.


 


4.1.         Stock Dividends.


 


4.1.1.          Split-Ups. If after the date hereof the
number of outstanding shares of Common Stock is increased by a stock dividend payable in shares of Common Stock on Common Stock,
or by a split-up of shares of Common Stock or other similar event, then, on the effective date of such stock dividend, split-up
or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be increased in proportion to
such increase in the outstanding shares of Common Stock. A rights offering to holders of the Common Stock entitling holders to
purchase shares of Common Stock at a price less than the “Fair Market Value” (as defined below) shall be deemed a stock
dividend of a number of shares of Common Stock equal to the product of (i) the number of shares of Common Stock actually sold in
such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable
for the Common Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Common Stock paid in such rights
offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for
securities convertible into or exercisable for Common Stock, in determining the price payable for Common Stock, there shall be
taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion
and (ii) “Fair Market Value” means the volume weighted average price of the Common Stock as reported during the ten
(10) trading day period ending on the trading day prior to the first date on which the shares of Common Stock trade on the applicable
exchange or in the applicable market, regular way, without the right to receive such rights.


 


4.1.2.          Extraordinary Dividends. If the Company,
at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or
other assets to the holders of the Common Stock as a class on account of such shares of Common Stock (or other shares of the Company’s
capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above or (b) Ordinary
Cash Dividends (as defined below) (any such non-excluded event being referred to herein as an “Extraordinary Dividend”),
then the Exercise Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the
amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid
on each share of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible) in
respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends”
means any cash dividend or cash distribution to the extent which, when combined on a per share basis, with the per share amounts
of all other cash dividends and cash distributions paid on the Common Stock during the 365-day period ending on the date of declaration
of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this
Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Exercise Price or to
the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $[       ] (being 5% of the offering price
of the Securities in the Offering).


 






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4.2.          Aggregation of Shares. If after the date
hereof, and subject to the provisions of Section 4.6 hereof, the number of outstanding shares of Common Stock is decreased
by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock or other similar event, then,
on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of
shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding shares
of Common Stock.


 


4.3.          Adjustments in Exercise Price. Whenever
the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1
or 4.2 above, the Exercise Price shall be adjusted (to the nearest cent) by multiplying such Exercise Price immediately
prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon
the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares
of Common Stock so purchasable immediately thereafter.


 


4.4.           Replacement of Securities upon Reorganization,
etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change under
subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such shares of Common
Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation
or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization
of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets
or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved,
the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions
specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable
upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including
cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such
sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately
prior to such event (the “Alternative Issuance”); provided, however, that (i) if the holders
of the Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets
receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative
Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received
per share by the holders of the Common Stock in such consolidation or merger that affirmatively make such election, and (ii) if
a tender, exchange or redemption offer shall have been approved or authorized by the Company’s Board of Directors and made
to and accepted by the holders of the Common Stock under circumstances in which, upon completion of such tender or exchange offer,
the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which
such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange
Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning
of Rule 13d-3 under the Exchange Act) more than 50% of the outstanding shares of Common Stock, the holder of a Warrant shall be
entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder
would actually have been entitled as a stockholder if such Warrant holder had exercised the Warrant prior to the expiration of
such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant
to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as
nearly equivalent as possible to the adjustments provided for in this Section 4. The provisions of this Section 4.4
shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.


 






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4.5          Purchase Rights.
If at any time the Company grants, issues or sells any options, convertible securities or rights to purchase stock, warrants,
securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”),
then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights
which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise
of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Maximum Percentage) immediately
before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken,
the date as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights
(provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the
Holder exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to such extent
(or beneficial ownership of such Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such
extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder
exceeding the Maximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted,
issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same
extent as if there had been no such limitation).


 


4.6.          Notices of Changes in Warrant. Upon every
adjustment of the Exercise Price or the number of shares issuable upon exercise of a Warrant, the Company shall give written notice
thereof to the Warrant Agent, which notice shall state the Exercise Price resulting from such adjustment and the increase or decrease,
if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the
method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified in Sections
4.1, 4.2, 4.3 or 4.4, the Company shall give written notice of the occurrence of such event to each holder
of a Warrant, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of
the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.


 


4.7.          No Fractional Shares. Notwithstanding
any provision contained in this Agreement to the contrary, the Company shall not issue fractional shares upon the exercise of Warrants.
If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled, upon the exercise
of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round up to the nearest whole
number the number of shares of Common Stock to be issued to such holder.


 


4.8.          Form of Warrant. The form of Warrant
need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment may
state the same Exercise Price and the same number of shares as is stated in the Warrants initially issued pursuant to this Agreement;
provided, however, that the Company may at any time in its sole discretion make any change in the form of Warrant
that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned,
whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.


 


4.9.          Other Events.
In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of this Section
4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse
impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the
Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national
standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary
to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such
adjustment. The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in
such opinion.


 






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5.            Transfer and Exchange of Warrants. 


 


5.1.         Registration of Transfer.
The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender
of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions
for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the
old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent to the
Company from time to time upon request.


 


5.2.          Procedure for Surrender of Warrants.
Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer, and thereupon the Warrant
Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the Warrants so surrendered,
representing an equal aggregate number of Warrants.


 


5.3.         Fractional Warrants. The Warrant Agent
shall not be required to effect any registration of transfer or exchange which shall result in the issuance of a warrant certificate
for a fraction of a warrant.


 


5.4.          Service Charges. No service charge shall
be made for any exchange or registration of transfer of Warrants.


 


5.5.          Warrant Execution and Countersignature.
The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants
required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent,
shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


6.            [Intentionally omitted.]


 


7.            Other Provisions Relating to Rights of Holders of Warrants.


 


7.1.          No Rights as Stockholder. A Warrant does
not entitle the Registered Holder thereof to any of the rights of a stockholder of the Company, including, without limitation,
and except as otherwise set forth herein or in any Warrant, the right to receive dividends, or other distributions, exercise any
preemptive rights to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the
election of directors of the Company or any other matter.


 


7.2.          Lost, Stolen, Mutilated,
or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on such
terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include
the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or
destroyed.


 


7.3.          Reservation of Common Stock. The Company
shall at all times reserve and keep available a number of its authorized but unissued shares of Common Stock that shall be sufficient
to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 






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7.4.        Registration of Common Stock; Cashless Exercise.
The Company shall use its best efforts to maintain the effectiveness of the Registration Statement, and a current prospectus relating
thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement. In addition, the Company agrees
to use its best efforts to qualify for the listing of the Securities on The Nasdaq Capital Market and to register such Securities
under the blue sky laws of the states of residence of the exercising Warrant holders to the extent an exemption from such registration
is not available. Unless and until all of the Warrants have been exercised, the Company shall continue to be obligated to comply
with its registration obligations under this Section 7.4.


 


7.4.1          If at any time, Rule 144 is not available
to cover such shares of Common Stock due to the failure of the Company to be currently reporting under the Securities Exchange
Act of 1934 (“Public Information Failure”), then the Company shall pay in cash by wire transfer of immediately
available funds an amount per month equal to 1% of the aggregate VWAP of the shares into which a Warrant is converted which are
not able to be delivered without legend because of such Public Information Failure to the Holder thereof until such shares are
able to be delivered without legend (to be pro-rated for any periods which are less than one month).


 


7.4.2          During any period when the Company
shall fail to have maintained an effective Registration Statement covering the Warrant Shares, Registered Holders shall have the
right to exercise such Warrants on a “cashless basis,” by exchanging the Warrants being exercised (in accordance with
Section 3(a)(9) of the Securities Act or another exemption) for that number of shares of Common Stock equal to the quotient obtained
by dividing (x) the product of the number of shares of Common Stock underlying the Warrants being exercised, multiplied by the
difference between the Exercise Price and the “Fair Market Value” (as defined below) by (y) the Fair Market Value.
Solely for purposes of this subsection 7.4.2, “Fair Market Value” shall mean the volume weighted
average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the date
that notice of exercise is received by the Company from the holder of such Warrants or its securities broker or intermediary. In
the event Registered Holder elects to exercise Warrants on a cashless basis, Registered Holder shall provide notice of such election
to the Company, and the Company shall cause the Warrant Agent to issue the number of shares of Common Stock to such Registered
Holder in accordance with the cashless exercise calculation described in this subsection 7.4.2. The date that notice of
cashless exercise is received by the Company shall be conclusively determined by the Company. In connection with the “cashless
exercise” of a Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company
(which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless
basis in accordance with this subsection 7.4.2 is not required to be registered under the Securities Act and (ii) the shares
of Common Stock issued upon such exercise may be transferred without restrictions under the Securities Act by anyone who is not
an affiliate (as such term is defined in Rule 144 under the Securities Act) of the Company and, accordingly, shall not be required
to bear a restrictive legend.


 


7.5         Nasdaq Listing. The Company will ensure the Securities
are listed for trading on The Nasdaq Capital Market and shall use its best efforts to maintain such listing. Unless and until all
of the Warrants have been exercised, the Company shall continue to be obligated to comply with its listing obligations under this
Section 7.5.


 


8.            Concerning the Warrant Agent and Other Matters.


 


8.1.        Payment of Taxes. The Company shall from
time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance
or delivery of shares of the Warrant Shares, but the Company shall not be obligated to pay any transfer taxes in respect of the
Warrants or Warrant Shares.


 






    	 	9	 



     


    

 


8.2.        Resignation, Consolidation, or Merger of
Warrant Agent.


 


8.2.1.           Appointment of Successor
Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from
all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office
of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor
Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30)
days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant
(who shall, with such notice, submit his Warrant for inspection by the Company), then the holder of any Warrant may apply to the
Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s
cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be an entity organized and existing
under the laws of a state of the United States, in good standing under the laws of its jurisdiction of organization and having
its principal office in a state of the United States, and authorized under applicable U.S. laws to exercise corporate trust powers
and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall
be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like
effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary
or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring
to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request
of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for
more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities,
duties, and obligations.


 


8.2.2.          Notice of Successor Warrant Agent. In
the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent
and the Transfer Agent for the Common Stock not later than the effective date of any such appointment.


 


8.2.3.           Merger or Consolidation of Warrant Agent.
Any corporation into which the Warrant Agent may be merged or with which it may be consolidated or any corporation resulting from
any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Agreement
without any further act.


 


8.3.        Fees and Expenses of Warrant Agent.


 


8.3.1.          Remuneration. The Company agrees to pay
the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and any transfer agent fees which are
in addition thereto and shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all
expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.


 


8.3.2.          Further Assurances. The Company agrees
to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further
and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing
of the provisions of this Agreement.


 






    	 	10	 



     


    

 


8.4.          Liability of Warrant Agent.


 


8.4.1.          Reliance on Company Statement. Whenever
in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or
matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other
evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement
signed by the Chief Executive Officer or other authorized officer of the Company and delivered to the Warrant Agent. The Warrant
Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.


 


8.4.2.          Indemnity. The Warrant Agent shall be
liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant
Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything
done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross
negligence, willful misconduct or bad faith.


 


8.4.3.          Exclusions. The Warrant Agent shall have
no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except
its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition
contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under
the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining
of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation
or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any
Warrant or as to whether any Warrant Shares, when issued, be valid and fully paid and nonassessable.


 


8.5.          Acceptance of Agency. The Warrant Agent
hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set
forth and among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently account
for, and pay to the Company, all monies received by the Warrant Agent for the purchase of Warrant Shares.


 


9.            Miscellaneous Provisions.


 


9.1.          Successors. All the covenants and provisions
of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective
successors and assigns.


 


9.2.          Notices. Any notice,
statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or
on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or
private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is
filed in writing by the Company with the Warrant Agent), as follows:


 


Ominto, Inc. 


1110-112th Avenue NE,
Suite 350 


Bellevue, Washington 98004 


Facsimile: [___] 


Attention: Ivan Braiker


 






    	 	11	 



     


    

 


Any notice, statement or demand authorized by this
Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently
given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5)
days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent
with the Company), as follows:


 


Olde Monmouth Stock Transfer 


200 Memorial Pkwy 


Atlantic Highlands, New Jersey
07716 


Facsimile: [___] 


Attention: [___]


 


9.3.         Applicable Law. The validity, interpretation,
and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York, without
giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement
shall be brought and enforced in the courts of the State of New York or the United States District Court for the Eastern District
of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any
objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.


 


9.4.          Persons Having Rights under this Agreement.
Nothing in this Agreement shall be construed to confer upon, or give to, any person or entity other than the parties hereto and
the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition,
stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this
Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the Registered
Holders of the Warrants.


 


9.5.          Examination of the Warrant Agreement.
A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent at [                 ], for inspection
by the Registered Holder of any Warrant. The Warrant Agent may require any such holder to submit his Warrant for inspection by
it.


 


9.6.          Counterparts. This Agreement may be executed
in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same instrument.


 


9.7.          Effect of Headings. The section headings
herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.


 


9.8.          Amendments. This
Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of curing any ambiguity,
or curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with
respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties
deem shall not adversely affect the interest of the Registered Holders. All other modifications or amendments, including any amendment
to increase the Exercise Price or shorten the Exercise Period, shall require the vote or written consent of the Registered Holders
of [50]% of the then outstanding Warrants. [Notwithstanding the foregoing, the Company may lower the Exercise Price or extend
the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the Registered
Holders.] No consideration shall be offered by the Company to any Registered Holder in connection with a modification, amendment
or waiver of this Agreement or any Warrant without also offering the same consideration to all Registered Holders.


 


9.9.          Severability. This Agreement shall be
deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability
of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision,
the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid
or unenforceable provision as may be possible and be valid and enforceable.


 






    	 	12	 



     


    







 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed as of the date first above written. 


 


		OMINTO, INC.



	 	 	 
	 	
        By:
	 
	 	 	Name: 
	 	 	Title: 


 


	 	OLDE MONMOUTH STOCK TRANSFER, as

 Warrant Agent
	 	 	 
	 	
        By:
	 
	 	 	Name: 
	 	 	Title: 







  


[Signature Page to Warrant
Agreement]


 






    


     


    

 


EXHIBIT A 


 


[Form of Warrant Certificate] 


 


[FACE]


 


Number


 


Warrants


 


THIS WARRANT SHALL BE VOID
IF NOT EXERCISED PRIOR TO 


THE EXPIRATION OF THE EXERCISE
PERIOD PROVIDED FOR 


IN THE WARRANT AGREEMENT DESCRIBED
BELOW


 


OMINTO, INC. 


Incorporated Under the Laws of the State of Nevada


 


CUSIP [        ]



 


Warrant Certificate


 


This Warrant Certificate certifies that
___________, or [its] registered assigns, is the registered holder of warrant(s) (the “Warrants” and
each, a “Warrant”) to purchase shares of Common Stock, $0.001 par value per share (“Common
Stock”), of Ominto, Inc., a Nevada corporation (the “Company”). Each Warrant entitles the
holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that
number of fully paid and nonassessable shares of Common Stock as set forth below, at the exercise price (the “Exercise
Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless
exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant
Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions
set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have
the meanings given to them in the Warrant Agreement (as defined on the reverse hereof). 


 


Each Warrant is initially exercisable
for one fully paid and non-assessable share of Common Stock. The number of the shares of Common Stock issuable upon exercise of
the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.


 


The initial Exercise Price per share of Common Stock
for any Warrant is equal to $           per share. The Exercise Price is subject to adjustment upon the occurrence of certain events
set forth in the Warrant Agreement.


 


Subject to the conditions set forth in the Warrant Agreement,
the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period,
such Warrants shall become void.


 


Reference is hereby made to the further provisions of
this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect
as though fully set forth at this place.


 


This Warrant Certificate shall not be valid unless countersigned
by the Warrant Agent, as such term is used in the Warrant Agreement.


 



    


     


    




 





This Warrant Certificate shall be governed by and construed
in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof.


 





	 	OMINTO, INC.



	 	 	 
	 	
        By:
	 
	 	 	Name: 
	 	 	Title: 


 


	 	OLDE MONMOUTH STOCK TRANSFER, as

 Warrant Agent
	 	 	 
	 	
        By:
	 
	 	 	Name: 
	 	 	Title: 







  


[Signature Page to Warrant
Certificate]


 






    


     


    







 


[Form of Warrant Certificate]


 


[Reverse] 


 


The Warrants evidenced by this Warrant Certificate
are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Common Stock and are issued
or to be issued pursuant to a Warrant Agreement dated as of [       ], 2015 (the “Warrant Agreement”), duly
executed and delivered by the Company to Olde Monmouth Stock Transfer, a New Jersey corporation, as warrant agent (the “Warrant
Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is
hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the
Warrant Agent, the Company and the holders (the words “holders” or “holder”
meaning the Registered Holders or Registered Holder) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder
hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the
meanings given to them in the Warrant Agreement. 


 


Warrants may be exercised at any time during the Exercise
Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering
this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, together with
payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise” as
provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any
exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced
hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number
of Warrants not exercised.


 


Notwithstanding anything else in this Warrant Certificate
or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering the
shares of Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating
to the shares of Common Stock is current, except through “cashless exercise” as provided for in the Warrant
Agreement. 


 


The Warrant Agreement provides that upon the occurrence
of certain events the number of shares of Common Stock issuable upon exercise of the Warrants set forth on the face hereof may,
subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional
interest in a share of Common Stock, the Company shall, upon exercise, round up to the nearest whole number of shares of Common
Stock to be issued to the holder of the Warrant.


 


Warrant Certificates, when surrendered
at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative
or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant
Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing
in the aggregate a like number of Warrants.


 


Upon due presentation for registration of transfer
of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor
and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate,
subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed
in connection therewith.


 


The Company and the Warrant Agent may deem and treat
the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership
or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and
for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither
the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company.


 






    


     


    

 


Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby irrevocably elects to exercise
the rights under this Warrant Certificate with respect to ____________ shares of Common Stock, to receive shares of Common Stock
and [herewith tenders payment for such shares to the order of Ominto, Inc. (the “Company”) in the amount
of $ in accordance with the terms hereof][irrevocably elects to exercise such rights through the cashless exercise provisions
of the Warrant Agreement. The undersigned requests that a certificate for such shares be registered in the name of               , whose
address is and that such shares be delivered to whose address is               . If said number of shares is less than all of the shares
of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance
of such shares be registered in the name of , whose address is , and that such Warrant Certificate be delivered to               , whose
address is                      . 


 


In the event that the Warrant
is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of shares
that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.


 





 


	Date: ____________, 20 	(Signature)
	 	 
	 	 
	 	 
	 	(Address)
	 	 
	 	 
	 	 
	 	 
	 	(Tax Identification Number)


 


	 
	Signature Guaranteed:
	 
	 


 


THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).