Exhibit 4.4


 


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
    No. ___	No.
    of Shares: ______
	Date
    of Issuance:  _________	 


 


Ominto, Inc.


 


Warrant Agreement


 


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.


 


1.           Exercise.


 


(a)          Manner
of Exercise. Subject to the terms of this Warrant, this Warrant may be exercised by the Registered Holder and only the Registered
Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit A duly
executed by such Registered Holder at the principal office of the Company, or at such other office or agency in the United States
as the Company may designate, accompanied by payment in full of the Purchase Price payable in respect of the number of the Warrant
Shares purchased upon such exercise. The aggregate Purchase Price may be paid by cash, check or wire transfer, but shall be payable
only in US dollars unless this Warrant is exercised pursuant to the “cashless exercise” provision in Section 1(b)
herein


 


(b)          Cashless
Exercise. If at any time prior to the Expiration Date, there is no effective registration statement registering, or no current
prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or
in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate
for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:


 


	 	(A)
    	= the average VWAP
    of the five (5) Trading Days immediately preceding the date on which Holder elects to exercise this Warrant by means of a
    “cashless exercise,” as set forth in the applicable Notice of Exercise;
	 	 	 
	 	(B)
    	= the Exercise Price
    of this Warrant, as adjusted hereunder; and
	 	 	 
	 	(X)
    	= the number of Warrant Shares that would
        be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means
        of a cash exercise rather than a cashless exercise.



 






    


     


    

 


	 	 	For purposes
                                         of this Warrant “VWAP” shall mean, for any date, the price determined by
                                         the first of the following clauses that applies: (a) if the Common Stock is then listed
                                         or quoted on a Trading Market, the daily volume weighted average price of the Common
                                         Stock for such date (or the nearest preceding date) on the Trading Market on which the
                                         Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading
                                         Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the
                                         OTC Bulletin Board is not a Trading Market, the volume weighted average price of the
                                         Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board,
                                         (c) if the Common Stock is not then listed or quoted for trading on the OTC Bulletin
                                         Board or OTC Markets and if prices for the Common Stock are then reported in the “Pink
                                         Sheets” published by Pink OTC Markets, Inc. (or a similar organization or agency
                                         succeeding to its functions of reporting prices), the most recent bid price per share
                                         of the Common Stock so reported, or (d) in all other cases, the fair market value of
                                         a share of Common Stock as determined by an independent appraiser selected in good faith
                                         by the Holders of a majority in interest of the Securities then outstanding and reasonably
                                         acceptable to the Company, the fees and expenses of which shall be paid by the Company.





 


(c)          Timing
of Exercise.


 


(i)          Vesting.
This Warrant is fully vested and freely exercisable.


 


(ii)         Time
to Exercise. This Warrant may be exercised at any time prior to the Expiration Date.


 


(iii)       Effective
Time of Exercise. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business
on the day on which this Warrant shall have been surrendered to the Company as provided in Section 1(a) above. At such time,
the person or persons in whose name or names any certificates for the Warrant Shares shall be issuable upon such exercise as provided
in Section 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by
such certificates.


 


(d)         Delivery
to Registered Holder. As soon as practicable after the exercise of this Warrant in whole or in part, and in any event within
ten (10) days thereafter, the Company at its expense will cause to be issued in the name of, and delivered to, the Registered
Holder, or as such Registered Holder (upon payment by such Holder of any applicable transfer taxes) may direct:


 


(i)          a
certificate or certificates for the number of Shares of the Warrant Shares to which such Registered Holder shall be entitled,
and


 


(ii)          in
case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate
on the face or faces thereof for the number of Shares of the Warrant Shares equal (without giving effect to any adjustment therein)
to the number of such Shares called for on the face of this Warrant minus the number of such Shares purchased by the Registered
Holder upon such exercise as provided in Section 1(a) above.


 






    	 	2	 



     


    

 


2.           Adjustments.


 


(a)          Reclassification,
Reorganization or Merger. In case of any reclassification or change of the outstanding securities of or any reorganization
of the Company (or any other corporation the stock and other securities of which are at the time receivable on the exercise of
this Warrant) after the date hereof, or in case, after the date hereof, the Company (or any such other entity) shall consolidate
with or merge into another entity or convey all or substantially all of its assets to another entity, then and in each such case
the Registered Holder, upon the exercise hereof as provided in Section 1 at any time after the consummation of such reorganization,
consolidation, merger, or conveyance, shall be entitled to receive, in lieu of the securities and property receivable upon the
exercise of this Warrant prior to such consummation, the securities or property to which such Registered Holder would have been
entitled upon such consummation if such Registered Holder had exercised this Warrant immediately prior thereto; in each such case,
the terms of this Warrant shall be applicable to the Warrant Shares of stock or other securities or property receivable upon the
exercise of this Warrant after such consummation.


 


(b)          Stock
Split and Reverse Stock Split. If the Company at any time or from time to time effects a stock split or subdivision of the
outstanding common stock, the number of shares of the common stock receivable upon the exercise of this Warrant shall be proportionately
increased. If the Company at any time or from time to time effects a reverse stock split or combines the outstanding shares of
the common stock into a smaller number of shares, the number of shares of the common stock receivable upon the exercise of this
Warrant shall be proportionately decreased. Whenever the number of shares of Common Stock purchasable upon the exercise of the
Warrants is adjusted, as provided herein, the Purchase Price shall be adjusted by multiplying such Purchase 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. Each adjustment under this Section 2(b) shall become effective at the close
of business on the date the stock split, subdivision, reverse stock split or combination becomes effective.


 


3.           No
Impairment. The Company shall not, by amendment of its articles of organization or through reorganization, consolidation,
merger, dissolution, issue or sale of securities, sale of assets or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms of this Warrant, but shall at all times in good faith assist in the carrying out of all such
terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders of
the Warrants against dilution or other impairment.


 


4.           Certificate
as to Adjustment. In each case of an adjustment in the number of Shares or the number or type of other stock, securities or
property receivable on the exercise of this Warrant, the Company at its expense shall compute such adjustment in accordance with
the terms of this Warrant and prepare a certificate setting forth such adjustment and showing in detail the facts upon which such
adjustment is based. The Company will forthwith mail a copy of each such certificate to the Registered Holder of this Warrant
at the time outstanding.


 


5.           Termination.
This Warrant (and the right to purchase securities upon exercise hereof) shall terminate one year from the date of this Warrant
(the “Expiration Date”).


 






    	 	3	 



     


    

 


6.           Replacement
of Warrants. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation
of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (with surety if reasonably
required) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation
of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.


 


7.           Notices
and Demands. Any notice or demand which is required or provided to be given under this Warrant shall be deemed to have been
sufficiently given and received for all purposes when delivered by hand, overnight delivery, facsimile, or email two (2) business
days after being sent by provided that has proof of delivery.


 


(a)          if
to the Company, 1100-112th Avenue NE Suite 310 Bellevue, WA 98004, or at such other address designated by the Company to the Registered
Holder in writing; and


 


(b)          if
to the Registered Holder at such address designated by the Registered Holder to the Company in writing.


 


8.           No
Rights as Shareholder. Until the exercise of this Warrant, the Registered Holder of this Warrant shall not have or exercise
any rights by virtue hereof as a shareholder of the Company.


 


9.           Compliance
with Securities Law, Etc/Delivery of Warrant Shares.


 


(a)          Restriction
on Transfers. The sale of the Warrant and the Warrant Shares issuable upon exercise of the Warrant have not been registered
under the Securities Act of 1933, as amended ("Securities Act"), or any applicable state securities laws.
The Warrant Shares issuable upon its exercise may not be sold, transferred or pledged unless the Company shall have been supplied
with reasonably satisfactory evidence that such transfer is not in violation of the Securities Act and any applicable state securities
laws. The Company may place a legend to that effect on this Warrant, any replacement Warrant and each certificate representing
Warrant Shares issuable upon exercise of this Warrant. Notwithstanding anything to the contrary in this Agreement, no Warrant
Shares purchased upon exercise of the Warrant, and no certificate representing such shares, shall be issued or delivered if in
the opinion of counsel to the Company, such issuance or delivery would (i) cause the Company to be in violation of or to incur
liability under any federal, state or other securities law, or any other requirement of law or any requirement of any stock exchange
regulations or listing agreement to which the Company is a party, or of any administrative or regulatory body having jurisdiction
over the Company or (ii) require registration (apart from any registrations as have been theretofore completed by the Company
covering such shares) under any federal, state, or other securities or similar law.


 


(b)          Purchase
Price. The Company shall, upon payment of the Purchase Price for the number of Warrant Shares purchased and paid for, make
prompt delivery of such Warrant Shares to the Registered Holder, provided that if any law or regulation require
the Company to take any action with respect to such Warrant Shares before the issuance thereof, then the date of delivery of such
Warrant Shares shall be extended for the period necessary to complete such action.


 






    	 	4	 



     


    

 


10.         No
Fractional Shares. No fractional Shares will be issued in connection with any exercise hereunder. In lieu of any fractional
Shares which would otherwise be issuable, the Company shall issue one additional Share.


 


11.         Representations.
The Registered Holder represents, warrants and covenants at the date of this Agreement and upon the exercise of this Warrant that:


 


a.          Any
Warrant Shares purchased upon the exercise of this Warrant shall be acquired for the Registered Holder's account for investment
only, and not with a view to, or for sale in connection with, any distribution of the Warrant Shares in violation of the Securities
Act, or any rule or regulation under the Securities Act.


 


b.          As
set forth in the Purchase Agreement, the Registered Holder has had such opportunity as he or she has deemed adequate to obtain
from representatives of the Company such information as is necessary to permit Registered Holder to evaluate the merits and risks
of an investment in the Company.


 


c.          The
Registered Holder is able to bear the economic risk of holding such Warrant Shares acquired pursuant to the exercise of this Warrant
for an indefinite period.


 


By making payment upon exercise of this Warrant, the
Registered Holder shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section
11.


 


12.          Amendment
or Waiver. Any term of this Warrant may be amended or waived only by an instrument in writing signed by the party against
which enforcement of the amendment or waiver is sought.


 


13.          Headings.
The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision
of this Warrant.


 


14.          Intentionally
Omitted.


 


15.          Applicable
Law. All questions with respect to the Agreement and the rights and liabilities of the parties will be governed by the laws
of the state of Nevada but without regard to the principle of conflict of laws thereof. Any and all disputes between the parties
which may arise pursuant to this Agreement not covered by arbitration will be heard and determined before an appropriate federal
or state court located within 25 miles of the Company's headquarters in Bellevue Washington. The parties hereto acknowledge that
such court has the jurisdiction to interpret and enforce the provisions of this Agreement and the parties waive any and all objections
that they may have as to personal jurisdiction or venue in any of the above courts. If any one or more provisions of this Agreement
shall be found to be illegal or unenforceable in any respect, the validity and enforceability of the remaining provisions hereof
shall not in any way be affected or impaired thereby.


 






    	 	5	 



     


    

 


16.          Entire
Agreement. This Warrant and the Purchase Agreement constitute the entire agreement between the Company and the Registered
Holder and supersede any prior agreements and understandings, oral or written, between the Company and the Registered Holder concerning
the subject matter of this Warrant.


 


17.          Successors
and Assigns. This Warrant shall be binding upon and inure to the benefit of the successors and assigns of the Company and
upon the legal representatives, executors, administrators, heirs, legatees and any permitted assignee of the Registered Holder.


 





	 	Ominto, Inc.
	 	 	 
	 	By:	 
	 	 	Ivan Braiker, President
	 	 	 
	 	 	Address:
	 	 	1100-112th Avenue NE
	 	 	Suite 310 

	 	      	Bellevue, WA 98004
	 	 	 
	 	Registered Holder
	 	 	 
	 	 	RS Group
	 	 	Address:____________________

        

	 	 

         
	              ____________________







  



    	 	6	 



     


    




 


EXHIBIT A


 


PURCHASE FORM


 


	To:      Ominto, Inc.	Dated:____________




 


The undersigned, pursuant to the provisions set forth
in the attached Warrant No. ____, hereby irrevocably elects to purchase _______ Shares covered by such Warrant and herewith makes
payments follows:


 


Payment shall take the form of (check applicable box):


 


[     ] in lawful money of the United States for $_________,
representing the full Purchase Price for such Shares at the price per share provided for in such Warrant; or


 


[     ] in accordance with the formula set forth in Section
1(b), to exercise this Warrant with respect to the number of shares of Common Stock purchasable pursuant to the cashless exercise
procedure set forth in Section 1(b).


 





	 	Signature:________________________________________
	 	 
	 	Name (print): _____________________________________
	 	 
	 	Title (if applic.):
    ___________________________________
	 	 
	 	Company (if applic.):
    _______________________________







 


  


7