Exhibit 10.35


 


 


 


November
5, 2015


 


Mr. Ivan
Braiker


President
and CEO


Ominto,
Inc.


1110-112th
Avenue NE, Suite 350


Bellevue,
WA 98004


 


Mr. Joe
Reda


Chardan
Capital Markets, LLC


17 State
Street, Suite 1600


New York,
NY 10004


 


Re:
Finder’s Agreement for Ominto, Inc. 


 


Dear Sirs:


 


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.







 


1.     (a)         In
consideration of the finder services provided hereunder, Maxim shall receive the following compensation (the “Finder’s
Fee”) at the closing of the Offering:


 


(i)      A
cash fee equal to four percent (4%) of the Offering proceeds; and


 


(ii)
    50% percent (50%) of any placement agent warrants received by CCM in connection with the Offering.


 


(b)         In
addition to the Finder’s Fee, the Company hereby agrees to pay on the closing date of the Offering all documented fees and
expenses incurred by Maxim incident to the performance of the obligations of the Maxim under this Agreement; provided however,
that such fees and expenses shall not exceed the fees and expenses permitted pursuant to the Maxim LOE (hereinafter defined).


 


(c)         In
connection with the entry into this Agreement by the parties, the Company and Maxim hereby agree to terminate that certain letter
agreement dated July 7, 2015 by and between the Company and Maxim (the “Maxim LOE”); provided, however,
that the Company’s obligations to Maxim pursuant to Sections 9, 10, 14 15 and 20 of the Maxim LOE shall survive such termination
and shall continue to remain in full force and effect. For the avoidance of doubt, for a period of fifteen (15) months following
the commencement of sales of the Offering, the Company agrees to grant Maxim the right of first refusal (“ROFR”)
to act as lead managing underwriter and book runner or minimally as a co-lead manager and co-book runner and/or co-lead placement
agent with at least 80.0% of the economics for any and all future public or private equity, equity-linked or debt (excluding commercial
bank debt) offerings during such fifteen (15) month period of the Company or any successor to or any subsidiary of the Company.
Additionally, in the event that the Offering does not close and the Company’s engagement of CCM as placement agent for the
Offering is terminated, the Company hereby agrees to:


 


(i)     reimburse
Maxim for the full amount of its accountable expenses incurred to such date in connection with the Offering up to a maximum of
$125,000, less the $10,000 Advance (as such term is defined in the Maxim LOE) and amounts previously paid to Maxim in reimbursement
for such expenses; and


 


Members
NASD & SIPC


405
Lexington Ave. * New York, NY 10174 * tel (212) 895-3500 * (800) 724-0761 * fax (212) 895-3783 * www.maximgrp.com


New
York, NY * Long Island, NY * Chicago, IL* Red Bank, NJ * Baltimore, MD




 






     

     


    

 


	Ominto, Inc.

November 5, 2015

Page 2 of 7	 

 

 	

 




 


(ii)    in
the event that the Company elects to terminate the Offering for any reason even though CCM was prepared to proceed with the Offering
on reasonable terms, the Company shall grant Maxim a ROFR, which shall become operative and legally binding on the date of such
termination and shall remain in full force in effect for a period of fifteen (15) months thereafter.


 


(d)         In
no event shall any obligations of the Company to pay fees or any other compensation to any other advisor or any other person in
connection with any Transaction reduce the compensation and other expenses payable by the Company to Maxim under this Agreement
or the Maxim LOE.


 


2.     Maxim
expressly acknowledges and agrees that it is being retained hereunder as an independent consultant to the Company solely for the
purpose of seeking a qualified placement agent for the Offering. Nothing in this Agreement shall be deemed to create an employment
relationship, partnership, joint venture or any other association between Maxim and the Company. Neither party shall have any
authority to act on behalf of or legally bind the other in any way. Maxim agrees to conduct all services provided for hereunder
in accordance with all applicable laws, rules and regulations. Maxim’s agrees that it, and not the Company, shall be responsible
for paying all federal, state, local or other taxes owed by Maxim or its affiliates in connection with its receipt of any compensation
hereunder. The provisions of this paragraph shall survive the termination and expiration of this Agreement.


 


3.     This
Agreement may be terminated by either party at any time in writing without notice at any time and for any reason; provided,
however, that no termination hereunder shall affect any rights of either party accruing prior to such termination, including
Maxim’s rights to various fees with respect to the Offering and any expenses incurred theretofore in connection with Maxim’s
obligations hereunder.


 


4.     This
Agreement sets forth the entire understanding of the parties relating to the subject matter hereof, and supersedes and cancels
any prior communications, understandings, and agreements between the parties. This Agreement cannot be modified or changed, nor
can any of its provisions be waived, except by written agreement signed by each of the parties hereto.


 


5.     The Company agrees to indemnify and hold Maxim, its officers, directors, employees, affiliates, control persons or
agents (collectively, the "Maxim Indemnified Persons") harmless from and against all losses, claims, damages,
liabilities, costs or expenses (including reasonable attorneys' and accountants' fees) (collectively, the "Liabilities")
joint and several, arising out of the performance of this Agreement, whether or not Maxim is a party to such dispute. This indemnity
shall not apply, however, and Maxim shall indemnify and hold the Company, its officers, directors, employees, affiliates, control
persons or agents (collectively, the "Company Indemnified Persons") (Maxim Indemnified Persons and Company Indemnified
Persons, collectively, "Indemnified Persons") harmless from and against all Liabilities arising out of the performance
of this Agreement that have been financially judicially determined to have resulted from Maxim’s gross negligence or willful
misconduct in the performance of its services hereunder which gave rise to loss, claim, damage, liability, cost or expense sought
to be recovered hereunder. A copy of Maxim’s standard indemnification form is attached to this engagement letter as Exhibit
A.


 





Member
FINRA & SIPC


405
Lexington Avenue * New York, NY 10174 * Tel (212) 895-3500 * (800) 724-0761 * Fax (212) 895-3783 * www.maximgrp.com


New
York, NY * Long Island, NY * Red Bank, NJ * Baltimore, MD



 



     

     


    

 





	Ominto, Inc.

November 5, 2015

Page 3  of 7	 

 

 	

 


 


6.     This
Agreement may be executed in counterparts and by facsimile, each of which, when taken together, shall constitute one and the same
agreement.


 


7.     This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving
effect to the conflict of laws principles thereof. Each of Maxim, CCM and the Company (and any individual signatory hereto): (i)
agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated
hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for
the Southern District of New York, (ii) waives any objection which such party may have or hereafter to the venue of any such suit,
action or proceeding and (iii) irrevocably and exclusively consents to the jurisdiction of the New York Supreme Court, County
of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding.


 


8.     Each
of Maxim, CCM and the Company (and any individual signatory hereto) further agrees to accept and acknowledge service of any and
all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in
the United States District Court for the Southern District of New York and agrees that: (i) service of process upon the Company
or any such individual mailed by certified mail to the Company’s address shall be deemed in every respect effective service
of process upon the Company or any such individual in any such suit, action or proceeding, (ii) service of process upon Maxim
mailed by certified mail to the address of Maxim shall be deemed in every respect effective service process upon Maxim, in any
such suit, action or proceeding, and (iii) service of process upon CCM mailed by certified mail to the address of CCM shall be
deemed in every respect effective service process upon CCM, in any such suit, action or proceeding.


 


9.     EACH
OF CCM AND THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS)
HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT
AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.


 


If
the foregoing correctly sets forth our agreement with respect to the matters addressed herein, please so confirm by signing and
returning one copy of this letter. Your signature below shall indicate the Company’s agreement to the terms hereof.


 


[SIGNATURE
PAGE TO FOLLOW]


 


Member
FINRA & SIPC


405
Lexington Avenue * New York, NY 10174 * Tel (212) 895-3500 * (800) 724-0761 * Fax (212) 895-3783 * www.maximgrp.com


New
York, NY * Long Island, NY * Red Bank, NJ * Baltimore, MD




 



     

     


    

 





	Ominto, Inc.

November 5, 2015

Page  4 of 7	 

 

 	

 


 





	 	Sincerely,
	 	 
	 	MAXIM GROUP LLC
	 	 
	 	
	 	Name:
	 	Title:


 


	AGREED TO AND ACCEPTED:	 
	 	 
	OMINTO, INC.	 
	 	 
	 	 
	Name: Ivan Braiker	 
	Title:   President and CEO	 
	 	 
	CHARDAN CAPITAL MARKETS, LLC	 
	 	 
	 	 
	Name:	 
	Title:	 


 


[Signature
Page to Finder Agreement]


 


Member
FINRA & SIPC


405
Lexington Avenue * New York, NY 10174 * Tel (212) 895-3500 * (800) 724-0761 * Fax (212) 895-3783 * www.maximgrp.com


New
York, NY * Long Island, NY * Red Bank, NJ * Baltimore, MD




 



     

     


    

 





	Ominto, Inc.

November 5, 2015

Page  5 of 7	 

 

 	

 


 


EXHIBIT
A


 


INDEMNIFICATION
PROVISIONS


 





In
connection with the letter to which this Exhibit A is attached (the “Finder’s Agreement”), the Company
(the “Indemnitor”) agrees to indemnify and hold harmless Maxim and its affiliates, and the respective officers,
directors, employees, agents and representatives of Maxim, its affiliates and each other person, if any, controlling Maxim or
any of its affiliates (Maxim and each such other person being an “Indemnified Person”) from and against any
losses, claims, damages or liabilities related to, arising out of or in connection with the engagement (the “Engagement”)
under the Engagement Letter, and will reimburse each Indemnified Person for all expenses (including fees and expenses of counsel)
as they are incurred in connection with investigating, preparing, pursuing or defending any action, claim, suit, investigation
or proceeding related to, arising out of or in connection with the Engagement, whether or not pending or threatened and whether
or not any Indemnified Person is a party. The Indemnitor will not, however, be responsible for any losses, claims, damages or
liabilities (or expenses relating thereto) that are judicially determined in a judgment not subject to appeal to have resulted
from the bad faith or gross negligence of any Indemnified Person.


 


Indemnitor
will not, without Maxim’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed),,
settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding
in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is a party thereto) unless
such settlement, compromise, consent or termination includes a release of each Indemnified Person from any liabilities arising
out of such action, claim, suit or proceeding. No Indemnified Person seeking indemnification, reimbursement or contribution under
this agreement will, without the prior written consent of the Indemnitor, settle, compromise, consent to the entry of any judgment
in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph.


 


If
the indemnification provided for in the first paragraph of this Exhibit A is judicially determined to be unavailable (other than
in accordance with the third sentence of the first paragraph hereof) to an Indemnified Person in respect of any losses, claims,
damages or liabilities referred to herein, then, in lieu of indemnifying such Indemnified Person hereunder, the Indemnitor shall
contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities
(and expense relating thereto): (i) in such proportion as is appropriate to reflect the relative benefits to the applicable Indemnified
Person, on the one hand, and the Indemnitor, on the other hand, of the Engagement or (ii) if the allocation provided by clause
(i) above is not available, in such proportion as is appropriate to reflect not only the relative benefits referred to in such
clause (i) but also the relative fault of each of the applicable Indemnified Person and the Indemnitor, as well as any other relevant
equitable considerations; provided, however, that in no event shall any Indemnified Person’s aggregate contribution
to the amount paid or payable exceed the aggregate amount of fees actually received by Maxim under the Engagement Letter. Assuming
that the Indemnitor has fully satisfied the amount of its obligations provided for herein to the Indemnified Persons, and the
Indemnified Persons shall have no further liabilities in connection therewith, then the Indemnitor may take control of any pending
action or litigation in order to reduce the expenses in connection therewith. For the purposes of this Exhibit A, the relative
benefits to the Indemnitor and the applicable Indemnified Person of the Engagement shall be deemed to be in the same proportion
as: (a) the total value paid or contemplated to be paid or received or contemplated to be received by the Indemnitor and its affiliates
(including the Company’s stockholders), as the case may be, in the transaction or transactions that are the subject of the
Engagement, whether or not any such transaction is consummated, bears to (b) the fees paid to Maxim in connection with the Engagement.


 


Members
NASD & SIPC


405
Lexington Ave. * New York, NY 10174 * tel (212) 895-3500 * (800) 724-0761 * fax (212) 895-3783 * www.maximgrp.com


New
York, NY * Long Island, NY * Chicago, IL* Red Bank, NJ * Baltimore, MD





 






     

     


    

 





	Ominto, Inc.

November 5, 2015

Page  6 of 7	 

 

 	

 


 





Procedure.
Upon obtaining knowledge of any claim which may give rise to indemnification not involving a Third Party Claim, the Indemnified
Person shall, as promptly as practicable following the date the Indemnified Person has obtained such knowledge, give written notice
(which may be delivered by facsimile transmission, with confirmation of receipt by the receiving party) of such claim for which
indemnification is sought (each, a “Claim”) to the Indemnitor, but no failure to give such notice shall relieve
the Indemnitor of any liability hereunder (except to the extent that the Indemnitor have suffered actual, irreversible and material
economic prejudice thereby). The Indemnified Person, at its cost, shall furnish to the Indemnitor in good faith and in reasonable
detail such information as the Indemnified Person may have with respect to such Claim.


 


Promptly
after receipt by an Indemnified Person of notice of the commencement of any action, suit or proceeding involving a Claim by a
third party (each, a “Third Party Claim”) against it, such Indemnified Person will give written notice to the
Indemnitor of the commencement of such Third Party Claim, and shall give the Indemnifying Party such information with respect
thereto as the Indemnitor may reasonably request, but no failure to give such notice shall relieve the Indemnitor of any liability
hereunder (except to the extent the Indemnitor has suffered actual, irreversible and material economic prejudice thereby). The
Indemnitor shall have the right, but not the obligation, to assume the defense and control the settlement of such Third Party
Claim, at its cost and expense (and not as a reduction in the amount of indemnification available hereunder), using counsel selected
by the Indemnitor and reasonably acceptable to the Indemnified Person. If the Indemnitor satisfies the requirements of this Exhibit
A and desires to exercise its right to assume the defense and control the settlement of such Third Party Claim, the Indemnitor
shall give written notice (the “Notice”) to the Indemnified Person within fourteen (14) calendar days of receipt
of notice from the Indemnified Person of the commencement of or assertion of any Third Party Claim stating that the Indemnitor
shall be responsible for such Third Party Claim. Notwithstanding the foregoing, the Indemnified Person shall have the right: (i)
to assume the defense and control the settlement of a Third Party Claim and (ii) to employ separate counsel at their reasonable
expense (provided that the Indemnitor shall not be required to reimburse the expenses and costs of more than one law firm) and
control its own defense of a Third Party Claim if (x) the named parties to any such action (including any impleaded parties) include
both the Indemnified Person and Maxim, and the Indemnified Person shall have been advised by counsel that there are one or more
legal or equitable defenses available to the Indemnified Person that are different from those available to the Indemnitor, (y)
such Third Party Claim involves equitable or other non-monetary damages or in the reasonable judgment of the Indemnified Person,
such settlement would have a continuing material adverse effect on the Indemnified Person’s business (including any material
impairment of its relationships with customers and suppliers) or (z) or in the reasonable judgment of the Indemnified Person,
the Indemnitor may not be able to satisfy fully such Third Party Claim. In addition, if the Indemnitor fails to give the Indemnified
Person the Notice in accordance with the terms hereof, the Indemnified Person shall have the right to assume control of the defense
of and settle the Third Party Claim and all costs incurred in connection therewith shall constitute damages of the Indemnified
Person. For the avoidance of doubt, the Indemnitor acknowledge that they will advance any retainer fees required by legal counsel
to an Indemnified Person simultaneously with the engagement by such Indemnified Person of such counsel, it being understood and
agreed that the amount of such retainer shall not exceed $20,000 and that such retainer shall be credited to fees incurred with
the balance (if any) refundable to the Indemnitor.


 


Member
FINRA & SIPC


405
Lexington Avenue * New York, NY 10174 * Tel (212) 895-3500 * (800) 724-0761 * Fax (212) 895-3783 * www.maximgrp.com


New
York, NY * Long Island, NY * Red Bank, NJ * Baltimore, MD




 






     

     


    

 





	Ominto, Inc.

November 5, 2015

Page  7 of 7	 

 

 	

 


 





If
at any time after the Indemnitor assumes the defense of a Third Party Claim, any of the conditions set forth in the paragraph
above are no longer satisfied, the Indemnified Person shall have the same rights as set forth above as if the Indemnitor never
assumed the defense of such claim.


 


Notwithstanding
the foregoing, the Indemnitor or the Indemnified Person, as the case may be, shall have the right to participate, at the Indemnitor’s
or the Indemnified Person’s own expense, in the defense of any Third Party Claim that the other party is defending.


 


If
the Indemnitor assume the defense of any Third Party Claim in accordance with the terms hereof, the Indemnitor shall have the
right, upon 30 calendar days’ prior written notice to the Indemnified Person, to consent to the entry of judgment with respect
to, or otherwise settle such Third Party Claim; provided, however, that with respect to such consent to the entry of judgment
or settlement, the Indemnified Person will not have any liability and will be fully indemnified with respect to all Third Party
Claims. Notwithstanding the foregoing, the Indemnitor shall not have the right to consent to the entry of judgment with respect
to, or otherwise settle a Third Party Claim if: (i) the consent to judgment or settlement of such Third Party Claim involves equitable
or other non-monetary damages against the Indemnified Person, or (ii) in the reasonable judgment of the Indemnified Person, such
settlement would have a continuing effect on the Indemnified Person’s business (including any material impairment of its
relationships with customers and suppliers), without the prior written consent of the Indemnified Person. In addition, the Indemnified
Person shall have the sole and exclusive right to settle any Third Party Claim on such terms and conditions as it deems reasonably
appropriate, (x) if the Indemnitor fail to assume the defense in accordance with the terms hereof, or (y) to the extent such Third
Party Claim involves only equitable or other non-monetary relief, and shall have the right to settle any Third Party Claim involving
monetary damages with our consent, which consent shall not be unreasonably withheld.


 


The
provisions of this Exhibit A shall apply to and any modification thereof and shall remain in full force and effect regardless
of any termination or the completion of Maxim’s services under the Finder’s Agreement.


 


Member
FINRA & SIPC


405
Lexington Avenue * New York, NY 10174 * Tel (212) 895-3500 * (800) 724-0761 * Fax (212) 895-3783 * www.maximgrp.com


New
York, NY * Long Island, NY * Red Bank, NJ * Baltimore, MD