Exhibit 4.7


 





SECURITIES
PURCHASE AGREEMENT


This Securities
Purchase Agreement (this “Agreement”) is dated as of __________, 2015, between Ominto, Inc., a Nevada corporation
(the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors
and assigns, a “Purchaser” and collectively the “Purchasers”).


WHEREAS, subject
to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities
Act of 1933, as amended (the “Securities Act”), the Company desires to issue and sell to each Purchaser, and
each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described
in this Agreement.


NOW, THEREFORE,
IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt
and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:


ARTICLE I.

DEFINITIONS


1.1           Definitions.
In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the
meanings set forth in this Section 1.1:


 


“Acquiring
Person” shall have the meaning ascribed to such term in Section 4.5.


 


“Action”
shall have the meaning ascribed to such term in Section 3.1(k).


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person as such terms are used in and construed under Rule 405 under the Securities Act.


“Benefit
Arrangements” shall have the meaning ascribed to such term in Section 3.1(kk).


“Board
of Directors” means the board of directors of the Company.


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to
close.


“Closing”
means the closing of the purchase and sale of the Securities pursuant to Section 2.1.


“Closing
Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable
parties thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii)
the Company’s obligations to deliver the Securities, in each case, have been satisfied or waived, but in no event later
than the third Trading Day following the date hereof. 



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“Commission”
means the United States Securities and Exchange Commission.


“Common
Stock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which
such securities may hereafter be reclassified or changed.


“Common
Stock Equivalents” means any securities of the Company which would entitle the holder thereof to acquire at any time
Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any
time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


“Company
Counsel” means Gordon & Rees LLP, with offices located at 2211 Michelson Drive, Suite 400, Irvine, CA 92612.


“Critical
Accounting Policies” shall have the meaning ascribed to such term in Section 3.1(hh).


“Disclosure
Schedules” means the Disclosure Schedules of the Company delivered concurrently herewith.


“EGS”
means Ellenoff Grossman & Schole LLP, with offices located at 1345 Avenue of the Americas, New York, NY 10105.


“Employee
Plans” shall have the meaning ascribed to such term in Section 3.1(jj).


“ERISA”
shall have the meaning ascribed to such term in Section 3.1(jj).


“Escrow
Agent” means Continental Stock Transfer & Trust Co., with a mailing address of 17
Battery Place, New York, NY 10004.


“Escrow
Agreement” means the escrow agreement entered into prior to the date hereof, by and among the Company, the Escrow Agent
and Chardan Capital Markets, LLC pursuant to which the Purchasers shall deposit Subscription Amounts with the Escrow Agent to be
applied to the transactions contemplated hereunder.


“Evaluation
Date” shall have the meaning ascribed to such term in Section 3.1(s).


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 






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“Exempt
Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company
pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors
or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the exercise,
exchange or conversion of any Securities issued hereunder and/or other securities (except for options) issued and outstanding on
the date of this Agreement that are exercisable or exchangeable for, or convertible into, shares of Common Stock or securities
issuable pursuant to agreements to which the Company is a party as of the date hereof, provided that such securities and such agreements
to issue securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease
the exercise price, exchange price or conversion price of such securities, and (c) securities issued pursuant to acquisitions or
strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall
only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or
an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits
in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily
for the purpose of raising capital or to an entity whose primary business is investing in securities.


“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended.


“GAAP”
shall have the meaning ascribed to such term in Section 3.1(i).


“Indebtedness”
shall have the meaning ascribed to such term in Section 3.1(cc).


“Intellectual
Property Rights” shall have the meaning ascribed to such term in Section 3.1(p).


“Issuer-Represented
Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 under the Securities
Act, relating to the Securities that (A) is required to be filed with the Commission by the Company, or (B) is exempt from filing
pursuant to Rule 433(d)(5)(i) under the Securities Act because it contains a description of the Securities or of the Offering that
does not reflect the final terms or pursuant to Rule 433(d)(8)(ii) because it is a “bona fide electronic road show,”
as defined in Rule 433 under the Securities Act, in each case in the form filed or required to be filed with the Commission or,
if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g) under the Securities Act.


 


“Issuer-Represented
General Free Writing Prospectus” means any Issuer-Represented Free Writing Prospectus that is intended for general distribution
to prospective investors, as evidenced by its being specified in Schedule A to this Agreement.


 


“Issuer-Represented
Limited-Use Free Writing Prospectus” means any Issuer-Represented Free Writing Prospectus that is not an Issuer-Represented
General Free Writing Prospectus. The term Issuer-Represented Limited-Use Free Writing Prospectus also includes any “bona
fide electronic road show,” as defined in Rule 433 under the Securities Act, that is made available without restriction pursuant
to Rule 433(d)(8)(ii), even though not required to be filed with the Commission.


 






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“Liens”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


“Material
Adverse Effect” shall have the meaning assigned to such term in Section 3.1(c).


“Material
Permits” shall have the meaning ascribed to such term in Section 3.1(n).


“Per
Share Purchase Price” equals $[___], subject to adjustment for reverse and forward stock splits, stock dividends, stock
combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


“Placement
Agent” means Chardan Capital Markets, LLC, 17 State Street, Suite 1600, New York, NY 10004.


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial
proceeding, such as a deposition), whether commenced or threatened.


“Prospectus”
shall have the meaning ascribed to such term in Section 3.1(a)(i).


“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.8.


“Registration
Statement” means the effective registration statement with Commission file No. 333-207005 which registers the sale of
the Shares, the Warrants and the Warrant Shares to the Purchasers.


“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(f).


“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


“Rule
424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


“Rule
430A” means Rule 430A promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.



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“SEC
Reports” shall have the meaning ascribed to such term in Section 3.1(i).


“Securities”
means the Shares, the Warrants and the Warrant Shares.


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


“Shares”
means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.


“Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall
not be deemed to include the location and/or reservation of borrowable shares of Common Stock). 


“Statutory
Prospectus” as of any time means the prospectus that is included in the Registration Statement immediately prior to
that time. For purposes of this definition, information contained in a form of prospectus that is deemed retroactively to be a
part of the Registration Statement pursuant to Rule 430A or 430B shall be considered to be included in the Statutory Prospectus
as of the actual time that form of prospectus is filed with the Commission pursuant to Rule 424(b) under the Securities Act.


 


“Subscription
Amount” means, as to each Purchaser, the aggregate amount to be paid for Shares and Warrants purchased hereunder as specified
below such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,”
in United States dollars and in immediately available funds.


“Time of Sale”
means [4:30 p.m.] (Eastern time) on the date of this Agreement.


 


“Trading
Day” means a day on which the principal Trading Market is open for trading.


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on
the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New
York Stock Exchange, the OTC Bulletin Board or OTC Market Group’s OTC: QB or OTC: Pink electronic quotation systems (or any
successors to any of the foregoing).


“Transaction
Documents” means this Agreement, the Warrants and any other documents or agreements executed in connection with the transactions
contemplated hereunder.


“Transfer
Agent” means Olde Monmouth Stock Transfer, the current transfer agent of the Company, with a mailing address of 200
Memorial Pkwy, Atlantic Highlands, NJ 07716 and a telephone number of [_____], and any successor transfer agent of the
Company.


“Variable
Rate Transaction” shall have the meaning ascribed to such term in Section 4.12(b).



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“Warrants”
means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a)
hereof, which Warrants shall be exercisable immediately and have a term of exercise equal to [five (5)] years, in the form of Exhibit
A attached hereto.


“Warrant
Shares” means the shares of Common Stock issuable upon exercise of the Warrants.


ARTICLE II.

PURCHASE AND SALE


2.1           Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent
with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally
and not jointly, agree to purchase, up to an aggregate of [____] Shares and related Warrants. Each Purchaser shall deliver to the
Escrow Agent, via wire transfer or a certified check payable to “Continental Stock Transfer & Trust Co. as Agent for
Ominto Inc.”, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature
page hereto executed by such Purchaser, in accordance with the instructions set forth on Exhibit B hereto, and the Company
shall deliver to each Purchaser its respective Shares and a Warrant as determined pursuant to Section 2.2(a), and the Company and
each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants
and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of EGS or such other location as the parties
shall mutually agree.


2.2           Deliveries.


(a)            On or prior to the Closing Date, the Company shall deliver or cause to be delivered the following:


(i)                this Agreement duly executed by the Company;


(ii)              
the legal opinions of Company Counsel [IP Counsel, and Regulatory Counsel] provided pursuant to Section 5(e)(i) of the Placement
Agency Agreement, between the Company and the Placement Agent, dated as of the Closing Date, which shall state that each Purchaser
may rely thereon;


(iii)            
a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis
via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s
Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; and


(iv)            
a Warrant registered in the name of such Purchaser to purchase [one] share of Common Stock for each Share of Common Stock
purchased by the Purchaser with an exercise price equal to $[___], subject to adjustment therein (such Warrant may be delivered
within three Trading Days of the Closing Date); and



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(v)               
the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act).


(b)           On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered the following:


(i)               
to the Company, this Agreement duly executed by such Purchaser; and


(ii)               to
the Escrow Agent, such Purchaser’s Subscription Amount by wire transfer or check to the account specified in the
Escrow Agreement.


2.3          Closing Conditions.


(a)The
obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:


(i)                
the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained
herein (unless herein required as of a specific date, in which case they shall be accurate as of such date);


(ii)              
all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall
have been performed; and


(iii)             
the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.


(b)          The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions
being met:


(i)               
the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company
contained herein (unless herein required as of a specific date, in which case they shall be accurate as of such date);


(ii)              
all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall
have been performed, including but not limited to the entry into a Warrant Agreement with Olde Monmouth Stock Transfer, as Warrant
Agent for the Warrants;


(iii)            
the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;



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(iv)            
Subsequent to the execution and delivery of this Agreement or, if earlier, the dates as of which information is given in
the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto), there
shall not have been any change in the capital stock or long-term debt of the Company or any change or development involving a change,
whether or not arising from transactions in the ordinary course of business, in the business, condition (financial or otherwise),
results of operations, shareholders’ equity, properties or prospects of the Company, taken as a whole, including but not
limited to the occurrence of any fire, flood, storm, explosion, accident, act of war or terrorism or other calamity, the effect
of which, in any such case described above, is, in the reasonable judgment of the Representative, so material and adverse as to
make it impracticable or inadvisable to proceed with the sale of Securities or Offering as contemplated hereby;


(v)              
The Common Stock and the Warrants are registered under the Exchange Act and, as of the Closing Date, the Common Stock and
the Warrants shall be listed and admitted and authorized for trading on the NASDAQ Capital Market and satisfactory evidence of
such action shall have been provided to the Representative. The Company shall have taken no action designed to terminate, or likely
to have the effect of terminating, the registration of the Common Stock or the Warrants under the Exchange Act or delisting or
suspending the Common Stock or the Warrants from trading on the NASDAQ Capital Market, nor will the Company have received any information
suggesting that the Commission or the NASDAQ Capital Market is contemplating terminating such registration or listing. The Securities
shall be DTC eligible; and


(vi)            
from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or
the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported
by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose
trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the
United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or
other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial
market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the
Securities at the Closing.



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ARTICLE III.

REPRESENTATIONS AND WARRANTIES


3.1          Representations and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure
Schedules shall be deemed a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure
contained in the corresponding section of the Disclosure Schedules, the Company hereby makes the following representations and
warranties to each Purchaser:


(a)           Registration.


(i)                 The
Company has prepared and filed with the Commission a registration statement on Form S-1 (Registration No. 333-207005), and amendments
thereto, and related preliminary prospectuses, for the registration under the Securities Act, of the Securities, which registration
statement, as so amended (including post-effective amendments, if any) has been declared effective by the Commission and copies
of which have heretofore been delivered to the Placement Agent. The registration statement, as amended at the time it became effective,
including the prospectus, financial statements, schedules, exhibits and other information (if any) deemed to be part of the registration
statement at the time of effectiveness pursuant to Rule 430A under the Securities Act, is hereinafter referred to as the “Registration
Statement.” If the Company has filed or is required pursuant to the terms hereof to file a registration statement pursuant
to Rule 462(b) under the Securities Act registering additional Securities (a “Rule 462(b) Registration Statement”),
then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include
such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if filed, becomes effective upon
filing, no other document with respect to the Registration Statement has heretofore been filed with the Commission. All of the
Securities have been registered under the Securities Act pursuant to the Registration Statement or, if any Rule 462(b) Registration
Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b) Registration Statement.
The Company has responded to all requests of the Commission for additional or supplemental information. Based on communications
from the Commission, no stop order suspending the effectiveness of either the Registration Statement or the Rule 462(b) Registration
Statement, if any, has been issued and no proceeding for that purpose has been initiated or threatened by the Commission. The
Company, if required by the Securities Act and the rules and regulations of the Commission (the “Rules and Regulations”),
proposes to file a prospectus with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”).
The prospectus, in the form in which it is to be filed with the Commission pursuant to Rule 424(b), or, if the prospectus is not
to be filed with the Commission pursuant to Rule 424(b), the prospectus in the form included as part of the Registration Statement
at the time the Registration Statement became effective, is hereinafter referred to as the “Prospectus,” except that
if any revised prospectus or prospectus supplement shall be provided to the Placement Agent by the Company for use in connection
with the Offering which differs from the Prospectus (whether or not such revised prospectus or prospectus supplement is required
to be filed by the Company pursuant to Rule 424(b)), the term “Prospectus” shall also refer to such revised prospectus
or prospectus supplement, as the case may be, from and after the time it is first provided to the Placement Agent for such use.
Any preliminary prospectus or prospectus subject to completion included in the Registration Statement or filed with the Commission
pursuant to Rule 424 under the Securities Act is hereafter called a “Preliminary Prospectus.” Any reference herein
to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the exhibits
incorporated by reference therein pursuant to the Rules and Regulations on or before the effective date of the Registration Statement,
the date of such Preliminary Prospectus or the date of the Prospectus, as the case may be. All references in this Agreement to
the Registration Statement, the Rule 462(b) Registration Statement, a Preliminary Prospectus and the Prospectus, and all amendments
or supplements to any of the foregoing, shall be deemed to include any copy thereof filed with the Commission pursuant to its
Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”). The Prospectus delivered to the Placement Agent
for use in connection with the Offering was or will be identical to the electronically transmitted copies thereof filed with the
Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T promulgated by the Commission.



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(ii)                 At the time of the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement or the effectiveness
of any post-effective amendment to the Registration Statement, when the Prospectus is first filed with the Commission pursuant
to Rule 424(b), when any supplement to or amendment of the Prospectus is filed with the Commission, at all other subsequent times
until the completion of the public offer and sale of the Securities, at the Closing Date, the Registration Statement and the Prospectus
and any amendments thereof and supplements or exhibits thereto complied or will comply in all material respects with the applicable
provisions of the Securities Act and the Rules and Regulations, and did not and will not contain an untrue statement of a material
fact and did not and will not omit to state any material fact required to be stated therein or necessary in order to make the
statements therein: (i) in the case of the Registration Statement, not misleading; and (ii) in the case of the Prospectus, in
light of the circumstances under which they were made, not misleading. When any Preliminary Prospectus was first filed with the
Commission (whether filed as part of the Registration Statement or any amendment thereto or pursuant to Rule 424(a) under the
Securities Act) and when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus
and any amendments thereof and supplements thereto complied in all material respects with the applicable provisions of the Securities
Act and the Rules and Regulations and did not contain an untrue statement of a material fact and did not omit to state any material
fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which
they were made, not misleading.


(iii)               Neither:
(i) any Issuer-Represented General Free Writing Prospectus(es) (as defined below) issued at or prior to the Time of Sale and the
Statutory Prospectus, all considered together (collectively, the “General Disclosure Package”); nor (ii) any Issuer-Represented
Limited-Use Free Writing Prospectus(es) (as defined below), when considered together with the General Disclosure Package, includes
or included as of the Time of Sale any untrue statement of a material fact or omits or omitted as of the Time of Sale to state
any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading.



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(iv)               Each Issuer-Represented Free Writing Prospectus, as of its issue date and at all subsequent times until the Closing Date
or until any earlier date that the Company notified or notifies the Representative as described in the next sentence, did not,
does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the
then-current Registration Statement, Statutory Prospectus or Prospectus. If at any time following issuance of an Issuer-Represented
Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer-Represented Free Writing
Prospectus conflicted or would conflict with the information contained in the then-current Registration Statement, Statutory Prospectus
or Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time,
not misleading, the Company has notified or will notify promptly the Representative so that any use of such Issuer-Represented
Free Writing Prospectus may cease until it is promptly amended or supplemented by the Company, at its own expense, to eliminate
or correct such conflict, untrue statement or omission.


(v)                The Company has not distributed and will not distribute any prospectus or other offering materials in connection with the
offering and sale of the Securities other than the General Disclosure Package, any Issuer-Represented Free Writing Prospectus
or the Prospectus or other materials permitted by the Securities Act to be distributed by the Company. Unless the Company obtains
the prior consent of the Representative, the Company has not made and will not make any offer relating to the Securities that
would constitute an “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act, or that would
otherwise constitute a “free writing prospectus,” as defined in Rule 405 under the Securities Act, required to be
filed with the Commission; provided that the prior written consent of the Placement Agent hereto shall be deemed to have been
given in respect of any free writing prospectus referenced on Schedule C attached hereto. The Company has complied and will comply
with the requirements of Rules 164 and 433 under the Securities Act applicable to any Issuer-Represented Free Writing Prospectus
as of its issue date and at all subsequent times through the Closing Date, including timely filing with the Commission where required,
legending and record keeping. To the extent an electronic road show is used, the Company has satisfied and will satisfy the conditions
in Rule 433 under the Securities Act to avoid a requirement to file with the Commission any electronic road show.


(b)           Subsidiaries.
Each subsidiary of the Company identified in the Registration Statement, the General Disclosure Package and the Prospectus has
been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation,
with corporate power and authority to own, lease and operate its properties and conduct its business as now conducted and as proposed
to be conducted, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing
under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such
qualification; as of the date of this Agreement, except for the Subsidiaries identified in Schedule 3.1(b), the Company
does not own or control, directly or indirectly, any equity or other ownership interest in any corporation, partnership, joint
venture or any other Person.



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(c)           Organization and Qualification. The Company is an entity duly incorporated or otherwise organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation, with the requisite power and authority to own and
use its properties and assets and to carry on its business as currently conducted. The Company is not in violation nor default
of any of the provisions of its articles of incorporation, bylaws or other organizational or charter documents. The Company is
duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which
the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be
so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse
effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of
operations, assets, business or condition (financial or otherwise) of the Company, taken as a whole, or (iii) a material adverse
effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction
Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been instituted in any such
jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.


(d)           Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions
contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder
and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the
consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the
part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders
in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction
Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in
accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against
the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii)
as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii)
insofar as indemnification and contribution provisions may be limited by applicable law.



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(e)           No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction
Documents to which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated
hereby and thereby do not and will not (i) conflict with or violate any provision of the Company’s articles of incorporation,
bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice
or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets
of the Company, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse
of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company debt or otherwise) or other
understanding to which the Company is a party or by which any property or asset of the Company is bound or affected, or (iii) subject
to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree
or other restriction of any court or governmental authority to which the Company is subject (including federal and state securities
laws and regulations), or by which any property or asset of the Company is bound or affected; except in the case of each of clauses
(ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.


(f)            Filings, Consents and Approvals. Except for those that have already been obtained, the Company is not required to
obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or
other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance
by the Company of the Transaction Documents, other than: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii)
the filings required with the Commission related to the Securities in this offering, and (iii) such filings as are required to
be made under applicable state securities laws (collectively, the “Required Approvals”).


(g)           Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the
applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed
by the Company. The Warrant Shares, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid
and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital
stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Warrants.


(h)           Capitalization.
The capitalization of the Company is as set forth in the Prospectus. The Company has not issued any capital stock since its most
recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the
Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee
stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of
the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right
of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as
a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to,
calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable
or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments,
understandings or arrangements by which the Company is or may become bound to issue additional shares of Common Stock or Common
Stock Equivalents. The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other
securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust
the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock
of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal
and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights
to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others
is required for the issuance and sale of the Securities. Except as set forth in the Registration Statement, there are no stockholders
agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company
is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.



    	 	13	 



     

    




(i)            SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents
required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d)
thereof, for the three years preceding the date hereof (or such shorter period as the Company was required by law or regulation
to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein,
together with the Registration Statement, the General Disclosure Package and the Prospectus, being collectively referred to herein
as the “SEC Reports”). As of their respective dates, the SEC Reports complied in all material respects with
the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained
any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order
to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements
of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules
and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been
prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods
involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and
except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects
the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods
then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.


(j)            Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included
within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (i) there
has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse
Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued
expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected
in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company
has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other
property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock
and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company
stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information.
Except for the issuance of the Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence
or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its business,
properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities
laws at the time this representation is made or deemed made that has not been publicly disclosed at least three (3) Trading Days
prior to the date that this representation is made.



    	 	14	 



     

    




(k)           Litigation. Except for Actions (as defined herein) disclosed in the Prospectus or the SEC Reports, there is no action,
suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against
or affecting the Company or any of its properties before or by any court, arbitrator, governmental or administrative agency or
regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”) which (i) adversely
affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could,
if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company
nor, to the Company’s knowledge, any director or officer thereof, is or has been the subject of any Action involving a claim
of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been,
and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company
or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending
the effectiveness of any registration statement filed by the Company under the Exchange Act or the Securities Act.


(l)            Labor
Relations. No material labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees
of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s employees
is a member of a union that relates to such employee’s relationship with the Company, and the Company is not a party to
a collective bargaining agreement, and the Company believes that its relationships with its employees are good. To the knowledge
of the Company, no executive officer of the Company is, or is now expected to be, in violation of any material term of any employment
contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract
or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer
does not subject the Company to any liability with respect to any of the foregoing matters. The Company is in compliance with
all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions
of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.



    	 	15	 



     

    




(m)          Compliance. The Company: (i) is not in default under or in violation of (and no event has occurred that has not been
waived that, with notice or lapse of time or both, would result in a default by the Company under), nor has the Company received
notice of a claim that, as of the date hereof, it is in default under or that it is in violation of, any indenture, loan or credit
agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether
or not such default or violation has been waived), (ii) is not in violation of any judgment, decree or order of any court, arbitrator
or other governmental authority or (iii) is not in violation of any statute, rule, ordinance or regulation of any governmental
authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection,
occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not have
or reasonably be expected to result in a Material Adverse Effect.


(n)           Regulatory Permits. The Company possesses all certificates, authorizations and permits issued by the appropriate
federal, state, local or foreign regulatory authorities necessary to conduct its business as described in the SEC Reports, except
where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material
Permits”), and the Company has not received any notice of proceedings relating to the revocation or modification of any
Material Permit.


(o)           Title
to Assets. The Company has good and marketable title in fee simple to all real property owned by it and good and marketable
title in all personal property owned by them that is material to the business of the Company, in each case free and clear of all
Liens, except for (i) Liens as do not materially affect the value of such property and do not materially interfere with the use
made and proposed to be made of such property by the Company and (ii) Liens for the payment of federal, state or other taxes,
for which appropriate reserves have been made in accordance with GAAP and, the payment of which is neither delinquent nor subject
to penalties. Any real property and facilities held under lease by the Company are held by it under valid, subsisting and enforceable
leases with which the Company is in compliance in all material respects.



    	 	16	 



     

    




(p)           Intellectual Property. the Company owns, possesses, licenses or has other rights to use the patents and patent applications,
copyrights, trademarks, service marks, trade names, Internet domain names, technology, know-how (including trade secrets and other
unpatented and/or unpatentable proprietary rights) and other intellectual property necessary or used in any material respect to
conduct its business in the manner in which it is being conducted and in the manner in which it is contemplated as set forth in
the Registration Statement, the General Disclosure Package and the Prospectus (collectively, the “Intellectual Property”).
(i) None of the Intellectual Property is unenforceable or invalid; (ii) except as set forth in the Registration Statement, the
General Disclosure Package and the Prospectus, the Company has not received any notice of violation or conflict with (the Company
has no knowledge of any basis for violation or conflict with) rights of others with respect to the Intellectual Property; and (iii)
except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, there are no pending or,
to the Company’s best knowledge after due inquiry, threatened actions, suits, proceedings or claims by others that allege
any of the Company or a Subsidiary is infringing any patent, trade secret, trademark, service mark, copyright or other intellectual
property or proprietary right. The discoveries, inventions, products or processes of the Company referenced in the Registration
Statement, the General Disclosure Package and the Prospectus do not violate or conflict with any intellectual property or proprietary
right of any third Person, or any discovery, invention, product or process that is the subject of a patent application filed by
any third Person; no officer, director or employee of the Company is in or has ever been in violation of any term of any patent
non-disclosure agreement, invention assignment agreement, or similar agreement relating to the protection, ownership, development
use or transfer of the Intellectual Property or, to the Company’s best knowledge after due inquiry, any other intellectual
property, except where any violation would not, individually or in the aggregate, have a Material Adverse Effect. The Company is
not in breach of, and have complied in all material respects with all terms of, any license or other agreement relating to the
Intellectual Property. To the extent any Intellectual Property is sublicensed to any of the Company or a Subsidiary by a third
party, such sublicensed rights shall continue in full force and effect if the principal third party license terminates for any
reason. There are no contracts or other documents related to the Intellectual Property required to be described in or filed as
an exhibit to the Registration Statement other than those described in or filed as an exhibit to the Registration Statement. The
Company is not subject to any non-competition or other similar restrictions or arrangements relating to any business or service
anywhere in the world. The Company has taken all necessary and reasonably appropriate steps to protect and preserve the confidentiality
of applicable Intellectual Property (“Confidential Information”). All use or disclosure of Confidential Information
owned by the Company by or to a third party has been pursuant to a written agreement between the Company and such third party.
All use or disclosure of Confidential Information not owned by the Company has been pursuant to the terms of a written agreement
between the Company and the owner of such Confidential Information, or is otherwise lawful.


(q)           Insurance.
The Company maintains insurance covering its properties as the Company reasonably deems adequate and as is customary for
companies engaged in similar businesses. Such insurance protects the Company against losses and risks to an extent which is
adequate to protect the Company its business and includes, but is not limited to, directors’ and officers’
insurance coverage at least equal to $[____] and key man life insurance on the life of Michael Hansen at least equal to $3
million. The Company has no reason to believe that it will not be able to renew its existing insurance coverage as and when
such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business
without a significant increase in cost. There is no material insurance claim made by or against the Company pending,
threatened or outstanding and no facts or circumstances exist which would reasonably be expected to give rise to any such
claim and all due premiums in respective thereof have been paid.



    	 	17	 



     

    




(r)            Transactions With Affiliates and Employees. Except as set forth in the Registration Statement or the SEC Reports,
none of the officers or directors of the Company and, to the knowledge of the Company, none of the employees of the Company is
presently a party to any transaction with the Company (other than for services as employees, officers and directors), including
any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or
personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments
to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director,
or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case
in excess of $120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses
incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan
of the Company.


(s)           Sarbanes-Oxley;
Internal Accounting Controls. Except as set forth in the Registration Statement or the SEC Reports, the Company is in compliance
with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective and applicable to the Company as
of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective
as of the date hereof and as of the Closing Date. Except as set forth in the SEC Reports, the Company maintains a system of internal
accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s
general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements
in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s
general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences. Except as set forth in the SEC Reports, the Company
has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company
and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the
reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified
in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of its disclosure
controls and procedures of the Company as of the end of the period covered by the most recently filed periodic report under the
Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic
report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and
procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the
internal control over financial reporting (as such term is defined in the Exchange Act) of the Company that have materially affected,
or is reasonably likely to materially affect, the internal control over financial reporting of the Company.



    	 	18	 



     

    




(t)            Certain
Fees. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, no brokerage or
finder’s fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant, finder,
placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents.
Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, there are no claims, arrangements,
agreements or understandings of the Company or any officer, director or stockholder of the Company relating to the payment of
a broker’s, finder’s, consulting or origination fee or other similar payment in connection with the transactions contemplated
by this Agreement or that otherwise may affect the Placement Agent’s compensation in respect of the transactions contemplated
by the Transaction Documents as determined by FINRA. The Purchasers shall have no obligation with respect to any fees or with
respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in
connection with the transactions contemplated by the Transaction Documents. Except as described in the Registration Statement,
the General Disclosure Package and the Prospectus, the Company has not made any direct or indirect payments (in cash, securities
or otherwise) to (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising
capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any FINRA
member; or (iii) to the Company’s knowledge, to any person or entity that has any direct or indirect affiliation or association
with any FINRA member, within the 180 days prior to the Effective Date, other than the prior payment of $10,000 to the Placement
Agent as provided hereunder in connection with the Offering. None of the net proceeds of the Offering will be paid by the Company
to any participating FINRA member or any affiliate thereof, except as specifically authorized herein. No officer, director or
beneficial owner of 5% or more of the Company’s common stock or securities convertible into common stock (any such individual
or entity, for purposes of this section, a “Company Affiliate”) has any direct or indirect affiliation or association
with any FINRA member (as determined in accordance with the rules and regulations of FINRA). Except for securities purchased on
the open market, no Company Affiliate is an owner of stock or other securities of any member of FINRA. No Company Affiliate has
made a subordinated loan to any member of FINRA. No proceeds from the sale of the Securities (excluding underwriting compensation
as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus) will be paid to any FINRA member,
any persons associated with a FINRA member or an affiliate of a FINRA member. Except as disclosed in the Registration Statement,
the General Disclosure Statement and the Prospectus, the Company has not issued any warrants or other securities or granted any
options, directly or indirectly, to the Placement Agent within the 180-day period prior to the initial filing date of the Registration
Statement. Except for securities issued to the Placement Agent as disclosed in the Registration Statement, the General Disclosure
Package and the Prospectus, no person to whom securities of the Company have been privately issued within the 180-day period prior
to the initial filing date of the Registration Statement is a FINRA member, is a person associated with a FINRA member or is an
affiliate of a FINRA member. No FINRA member participating in the Offering has a conflict of interest with the Company. For this
purpose, a “conflict of interest” exists when a FINRA member, the parent or affiliate of a FINRA member or any person
associated with a FINRA member in the aggregate beneficially own 10% or more of the Company’s outstanding subordinated debt
or common equity, or 10% or more of the Company’s preferred equity. “FINRA member participating in the Offering”
includes any associated person of a FINRA member that is participating in the Offering, any member of such associated person’s
immediate family and any affiliate of a FINRA member that is participating in the Offering. “Any person associated with
a FINRA member” means (1) a natural person who is registered or has applied for registration under the rules of FINRA and
(2) a sole proprietor, partner, officer, director, or branch manager of a FINRA member, or other natural person occupying a similar
status or performing similar functions, or a natural person engaged in the investment banking or securities business who is directly
or indirectly controlling or controlled by a FINRA member. When used in this Section [3.1(t)] the term “affiliate of a FINRA
member” or “affiliated with a FINRA member” means an entity that controls, is controlled by or is under common
control with a FINRA member.



    	 	19	 



     

    




(u)           Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for
the Securities, will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company
Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become an “investment company”
subject to registration under the Investment Company Act of 1940, as amended.


(v)           No securities of the Company have been sold by the Company for the three years preceding the filing of the Registration
Statement, except as disclosed in the Registration Statement.


(w)          Registration Rights. Except as disclosed in the Registration Statement, no Person has any right to cause the Company
to effect the registration under the Securities Act of any securities of the Company on the Registration Statement.


(x)           Listing
and Maintenance Requirements. The Common Stock and the Warrants have been duly authorized for listing on the NASDAQ Capital
Market, subject to official notice of issuance. A registration statement in respect of the Common Stock and the Warrants has been
filed on Form 8-A pursuant to Section 12(b) of the Exchange Act, which registration statement complies in all material respects
with the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect
of, terminating the registration of the Common Stock and the Warrants under the Exchange Act nor has the Company received any
notification that the Commission is contemplating terminating such registration. The Company is in material compliance with the
provisions of the rules and regulations promulgated by the NASDAQ Stock Market and has no reason to believe that it will not in
the foreseeable future continue to be, in compliance with all such listing and maintenance requirements (to the extent applicable
to the Company as of the date hereof and the Closing Date; and subject to all exemptions and exceptions from the requirements
thereof as are set forth therein, to the extent applicable to the Company). Without limiting the generality of the foregoing and
subject to the qualifications above: (i) all members of the Company’s board of directors who are required to be “independent”
(as that term is defined under applicable laws, rules and regulations), including, without limitation, all members of each of
the audit committee, compensation committee and nominating committee of the Company’s board of directors, meet the qualifications
of independence as set forth under such laws, rules and regulations, and (ii) the audit committee of the Company’s board
of directors has at least one member who is an “audit committee financial expert” (as that term is defined under such
laws, rules and regulations).



    	 	20	 



     

    




(y)           Board Committees. The Company’s board of directors has validly appointed an audit committee, compensation committee
and nominating committee, each of whose composition satisfies the requirements of the rules and regulations of the NASDAQ Stock
Market, and for each such committee, the board of directors and/or the relevant committee has adopted a charter that satisfies
the requirements of the rules and regulations of the NASDAQ Stock Market. Neither the board of directors of the Company nor the
audit committee has been informed, nor is any director or executive officer of the Company aware, of: (i) any significant deficiencies
or material weaknesses in the design or operation of internal control over financial reporting, since the end of the Company’s
most recent audited fiscal year, which are reasonably likely to adversely affect the Company’s ability to record, process,
summarize and report financial information; or (ii) any fraud, whether or not material, that involves management or other employees
who have a significant role in the Company’s internal control over financial reporting.


(z)            Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any,
in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under
a rights agreement) or other similar anti-takeover provision under the Company’s articles of incorporation (or similar charter
documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers
and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation
as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.


(aa)         Disclosure.
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company
confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel
with any information that it believes constitutes or might constitute material, non-public information which is not otherwise
disclosed in the Registration Statement, the General Disclosure Package or the Prospectus. The Company understands and confirms
that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company. All of the
disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its business and the transactions
contemplated hereby, including the Disclosure Schedules to this Agreement, is true and correct and does not contain any untrue
statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light
of the circumstances under which they were made, not misleading. Except to the extent superseded by subsequent public disclosures,
the press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole
do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances under which they were made and when made, not misleading.
The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the
transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.



    	 	21	 



     

    




(bb)         No Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in
Section 3.2, neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly,
made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this
offering of the Securities to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval
provisions of any Trading Market on which any of the securities of the Company are listed or designated.


(cc)         Solvency.
Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the
Company of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company’s assets exceeds
the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including
known contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to
carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account the particular
capital requirements of the business conducted by the Company, consolidated and projected capital requirements and capital availability
thereof, and (iii) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate
all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in
respect of its liabilities when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability
to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt).
at the date of this Agreement, the Company or any other subsidiary or predecessor in the preceding three years has not: (w) been
convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described
in Rule 405, (x) been the subject of a bankruptcy petition or insolvency or similar proceeding, (y) had a registration statement
be the subject of a proceeding under Section 8 of the Securities Act, or (z) been, and is not currently, the subject of a proceeding
under Section 8A of the Securities Act in connection with the offering of the Securities, all as described in Rule 405. The Company
has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under
the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. For the purposes of this Agreement,
“Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess of $50,000 (other than
trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations
in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s consolidated balance
sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar
transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due under
leases required to be capitalized in accordance with GAAP. The Company is not in default with respect to any Indebtedness.



    	 	22	 



     

    




(dd)        Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to
result in a Material Adverse Effect, the Company (i) has made or filed all United States federal and state income and all foreign
income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all
taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns,
reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes
for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material
amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any
such claim.


(ee)         Foreign Corrupt Practices. Neither the Company nor to the knowledge of the Company, any agent or other person acting
on behalf of the Company, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other
unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government
officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose
fully any contribution made by the Company (or made by any person acting on its behalf of which the Company is aware) which is
in violation of law, or (iv) violated in any material respect any provision of FCPA.


(ff)          Accountants. The Company’s accounting firm is Mayer Hoffman McCann P.C. To the knowledge and belief of the
Company, such accounting firm (i) is a registered public accounting firm as required by the Exchange Act and (ii) has expressed
its opinion with respect to the financial statements included in the Company’s Annual Report for the fiscal year ended September
30, 2014.


(gg)        MD&A.
The section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
in the Registration Statement, General Disclosure Package and Prospectus is accurate. The Company does not have any off-balance
sheet transactions, arrangements, and obligations, including, without limitation, relationships with unconsolidated entities that
are contractually limited to narrow activities that facilitate the transfer of or access to assets by the Company, such as structured
finance entities and special purpose entities that are reasonably likely to have a material effect on the liquidity of the Company.



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(hh)        Critical Accounting Policies. The section entitled “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” —Critical Accounting Policies” in the Registration Statement, General Disclosure
Package and the Prospectus truly, accurately and completely in all material respects describes (i) accounting policies which the
Company believes are the most important in the portrayal of the Company’s financial condition and results of operations and
which require management’s most difficult, subjective or complex judgments (“Critical Accounting Policies”),
(ii) judgments and uncertainties affecting the application of Critical Accounting Policies and (iii) the likelihood that materially
different amounts would be reported under different conditions or using different assumptions; and the Company’s board of
directors and management have reviewed and agreed with the selection, application and disclosure of Critical Accounting Policies
and have consulted with legal counsel and independent accountants with regard to such disclosure.


(ii)           Other Disclosures. The statements set forth in the Registration Statement, General Disclosure Package and the Prospectus
under the captions “Description of Capital Stock,” “Prospectus Summary,” and “Risk Factors,”
insofar as they purport to describe the provisions of the laws and documents referred to therein, constitute accurate, complete
and fair summaries regarding the matters described therein in all material respects. The statements set forth in under the captions
“Business—Government Regulation,” “Management’s Discussion and Analysis of Financial Condition and
Results of Operations—Liquidity and Capital Resources,” “Management,” “Corporate Governance,”
“Executive and Director Compensation,” and “Security Ownership of Certain Beneficial Owners and Management,”
insofar as such statements summarize factual and legal matters, agreements, documents or proceedings discussed therein, are true
and accurate summaries of such matters described therein in all material respects. The disclosures in the Registration Statement,
the General Disclosure Package and the Prospectus concerning the effects of foreign, federal, state and local regulation of the
Company’s business are correct in all material respects and do not omit to state a material fact necessary to make the statements
therein, in light of the circumstances in which they were made, not misleading.


(jj)           ERISA.
Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company is not a party
to an “employee benefit plan,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974,
as amended (“ERISA”), which: (i) is subject to any provision of ERISA and (ii) is or was at any time maintained, administered
or contributed to by the Company or any of its ERISA Affiliates (as defined hereafter). These plans are referred to collectively
herein as the “Employee Plans.” An “ERISA Affiliate” of any person or entity means any other
person or entity which, together with that person or entity, could be treated as a single employer under Section 414(b), (c),
(m) or (o) of the Internal Revenue Code of 1986, as amended (the “Code”). Each Employee Plan has been maintained in
material compliance with its terms and the requirements of applicable law. No Employee Plan is subject to Title IV of ERISA. Except
as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there is no liability in respect
of post-retirement health and medical benefits for retired employees of the Company or any of its ERISA Affiliates, other than
medical benefits required to be continued under applicable law.



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(kk)         Employee Benefits. The Registration Statement, the General Disclosure Package and the Prospectus identify each employment,
severance or other similar agreement, arrangement or policy and each material plan or arrangement required to be disclosed pursuant
to the Rules and Regulations providing for insurance coverage (including any self-insured arrangements), workers’ compensation,
disability benefits, severance benefits, supplemental unemployment benefits, vacation benefits or retirement benefits, or deferred
compensation, profit-sharing, bonuses, stock options, stock appreciation rights or other forms of incentive compensation, or post-retirement
insurance, compensation or benefits, which: (i) is not an Employee Plan; (ii) is entered into, maintained or contributed to, as
the case may be, by the Company or any of its ERISA Affiliates; and (iii) covers any officer or director or former officer or director
of the Company or any of its ERISA Affiliates. These agreements, arrangements, policies or plans are referred to collectively as
“Benefit Arrangements.” Each Benefit Arrangement has been maintained in material compliance with its terms and
with the requirements of applicable law.


(ll)           Acknowledgment Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each
of the Purchasers is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents
and the transactions contemplated thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor
or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated
thereby and any advice given by any Purchaser or any of their respective representatives or agents in connection with the Transaction
Documents and the transactions contemplated thereby is merely incidental to the Purchasers’ purchase of the Securities. The
Company further represents to each Purchaser that the Company’s decision to enter into this Agreement and the other Transaction
Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.


(mm)  
      Acknowledgement Regarding Purchaser’s Trading Activity. Anything in this
Agreement or elsewhere herein to the contrary notwithstanding (except for Section 4.14 hereof), it is understood and acknowledged
by the Company that: (i) none of the Purchasers has been asked by the Company to agree, nor has any Purchaser agreed, to desist
from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities
issued by the Company or to hold the Securities for any specified term; (ii) past or future open market or other transactions
by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or
after the closing of this offering or future private placement transactions, may negatively impact the market price of the Company’s
publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative” transactions to which any such
Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv)
each Purchaser shall not be deemed to have any affiliation with, or control over, any arm’s length counter-party in any
“derivative” transaction. The Company further understands and acknowledges that (y) one or more Purchasers
may engage in hedging activities at various times during the period that the Securities are outstanding, including, without limitation,
during the periods that the value of the Warrant Shares deliverable with respect to Securities are being determined, and (z) such
hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after
the time that the hedging activities are being conducted.  The Company acknowledges that such aforementioned hedging activities
do not constitute a breach of any of the Transaction Documents.



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(nn)        Regulation
M Compliance.  The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly,
any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting
purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase
any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s
placement agent in connection with the placement of the Securities in this offering.


(oo)         Office of Foreign Assets Control. Neither the Company nor, to its knowledge, any director, officer, agent, employee
or affiliate of the Company is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of
the U.S. Treasury Department (“OFAC”).


(pp)         U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation
within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s
request.


(qq)           Bank Holding Company Act. Neither the Company nor any of its Affiliates is subject to the Bank Holding Company Act
of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the
“Federal Reserve”). Neither the Company nor any of its Affiliates owns or controls, directly or indirectly,
five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent or more of the total
equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any
of its Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to
the BHCA and to regulation by the Federal Reserve.


(rr)          Money
Laundering. The operations of the Company are and have been conducted at all times in compliance with applicable financial
record keeping and reporting requirements and money laundering statutes of the United States and, to the Company’s knowledge,
all other jurisdictions to which the Company is subject, including under: (i) the Bank Secrecy Act; (ii) the Uniting and Strengthening
of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001; (iii) the Foreign Corrupt
Practices Act of 1977; (iv) the Currency and Foreign Transactions Reporting Act; (v) ERISA; (vi) the Money Laundering Control
Act; (vii) the rules and regulations promulgated under any such law or any successor law, or any judgment, decree or order of
any applicable administrative or judicial body relating to such law; and (viii) any corresponding law, rule, regulation, ordinance,
judgment, decree or order of any state or territory of the United States or applicable foreign jurisdiction or any administrative
or judicial body thereof (collectively, the “Money Laundering Laws”),
and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving
the Company with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.



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(ss)        The
Company has neither sent nor received any communications regarding termination of, or intent not to renew, any of the contracts
or agreements referred to or described in the Registration Statement, General Disclosure Package or the Prospectus, and no such
termination or non-renewal has been threatened by the Company or any other party to such contract or agreement.


(tt)        The agreements, instruments and other documents described in the Registration Statement, the General Disclosure Package,
the Prospectus conform in all material respects to the descriptions thereof contained therein, and there are no agreements, instruments
or other documents required by the applicable provisions of the Securities Act or the Rules and Regulations to be described in
the Registration Statement, the General Disclosure Package or the Prospectus or to be filed with the Commission as exhibits to
the Registration Statement that have not been so described or filed. Each such agreement or instrument to which the Company is
a party or by which its property or business is or may be bound or affected has been duly and validly executed by the Company,
is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge,
the other parties thereto, in accordance with its terms, except such agreements that have terminated or expired in accordance with
their terms as disclosed in the Registration Statement, the General Disclosure Package, the Prospectus and except as (i) as such
enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar
laws relating to or affecting creditors’ rights and remedies generally; (ii) as enforceability of any indemnification or
contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance
and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court
before which any proceeding therefor may be brought. None of such agreements and instruments has been assigned by the Company,
to the Company’s knowledge, no party is in breach or default thereunder and, to the Company’s knowledge, no event has
occurred that, with the lapse of time or the giving of notice or both would constitute a breach or default by any party thereunder.
To the Company’s knowledge, the performance by the parties of the material provisions of such agreements and instruments
will not result in a violation of any law, rule, regulation, ordinance, directive, judgment, decree or order of any judicial, regulatory
or other legal or governmental agency or body, foreign or domestic, except for such violations or defaults which (individually
or in the aggregate) would not have or reasonably be expected to have a Material Adverse Effect.


(uu)      
As used in this Agreement, the term “knowledge of the Company” (or similar language) shall mean the knowledge
of the officers and directors of the Company who are named in the Prospectus, with the assumption that such officers and directors
shall have made reasonable and diligent inquiry of the matters presented (with reference to what is customary and prudent for
the applicable individuals in connection with the discharge by the applicable individuals of their duties as officers, directors
or managers of the Company).



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3.2           Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents
and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein):


(a)           Organization; Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing
and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership,
limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by this
Agreement and otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement and performance by
such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership,
limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it
is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof,
will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms,
except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other
laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the
availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution
provisions may be limited by applicable law.


(b)           Understandings
or Arrangements. Such Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect arrangements
or understandings with any other Persons to distribute or regarding the distribution of such Securities (this representation and
warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise
in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the
ordinary course of its business. In connection with its decision to purchase the Securities, the Purchaser received and is relying
only upon the Registration Statement, the General Disclosure Package, the Prospectus and the Transaction Documents and the documents
incorporated by reference therein.


(c)           Experience
of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience
in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the
Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of
an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.



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The Company acknowledges
and agrees that the representations contained in Section 3.2 shall not modify, amend or affect such Purchaser’s right to
rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained
in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement
or the consummation of the transaction contemplated hereby.


ARTICLE IV.

OTHER AGREEMENTS OF THE PARTIES


4.1          Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration
statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant
Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration
Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is
not otherwise available for the sale or resale of the Warrant Shares, the Company shall promptly notify the holders of the Warrants
in writing that such Registration Statement is not then effective and thereafter shall promptly notify such holders when the Registration
Statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the
foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance
with applicable federal and state securities laws). The Company shall use its best efforts to keep a registration statement (including
the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.


 


4.2          Furnishing of Information. Until the later of the time that (i) no Purchaser owns Securities purchased in this offering,
or (ii) the Warrants have expired, the Company covenants to timely file (or obtain extensions in respect thereof and file within
the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act
even if the Company is not then subject to the reporting requirements of the Exchange Act.


 


4.3          Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect
of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities
for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing
of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.


 






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4.4          Securities Laws Disclosure; Publicity. The Company shall, (a) by 9:30 a.m. (New York City time) on the date hereof,
issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form
8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act.
From and after the issuance of such press release, the Company represents to the Purchasers that it shall have publicly disclosed
all material, non-public information delivered to any of the Purchasers by the Company, or any of its officers, directors, employees
or agents in connection with the transactions contemplated by the Transaction Documents. The Company and the Placement Agent shall
consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the
Company nor the Placement Agent shall issue any such press release nor otherwise make any such public statement without the prior
consent of the Company, with respect to any press release of the Placement Agent, or without the prior consent of the Placement
Agent, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if
such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice
of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any
Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without
the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of
final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations,
in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b).


 


4.5          Shareholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any
other Person, that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination,
poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter
adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue
of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.


 


4.6          Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated
by the Transaction Documents, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will
provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information,
unless prior thereto such Purchaser shall have entered into a written agreement with the Company regarding the confidentiality
and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant
in effecting transactions in securities of the Company.


 


4.7          Use of Proceeds. The Company shall use the net proceeds from the sale of the Securities hereunder for the working
capital purposes described in the Registration Statement and shall not use such proceeds: (a) for the satisfaction of any portion
of the Company’s debt (other than payment of trade payables in the ordinary course of the Company’s business and prior
practices), (b) for the redemption of any Common Stock or Common Stock Equivalents, (c) for the settlement of any outstanding litigation
or (d) in violation of FCPA or OFAC regulations.


 






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4.8          Indemnification of Purchasers. Subject to the provisions of this Section 4.8, the Company will indemnify and hold
each Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a
functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person
who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the
directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent
role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each,
a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs
and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs
of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations,
warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action
instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of
the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction
Documents (unless such action is based upon a breach of such Purchaser Party’s representations, warranties or covenants under
the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations
by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross
negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which
indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the
Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser
Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof,
but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment
thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time
to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material
conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the
Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not
be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s
prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a
loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties,
covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification
required by this Section 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation or
defense, as and when bills are received or are incurred, subject to recoupment if the Purchaser Party is found to be not entitled
to indemnification for such amount(s). The indemnity agreements contained herein shall be in addition to any cause of action or
similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to
law.


 


4.9          Reservation of Common Stock. As of the date hereof, the Company has reserved and the Company shall continue to reserve
and keep available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling
the Company to issue Shares pursuant to this Agreement and Warrant Shares pursuant to any exercise of the Warrants.


 






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4.10        Listing or Quotation of Common Stock. The Company will use its best efforts to effect and maintain the listing of
the Common Stock and the Warrants on the NASDAQ Capital Market for at least three (3) years after the Effective Date, unless such
listing is terminated as a result of a transaction approved by the holders of a majority of the voting securities of the Company.
If the Company fails to maintain such listing of its Common Stock or Warrants, on the NASDAQ Capital Market or other Trading Market,
for a period of three (3) years from the Effective Date, the Company, at its expense, shall obtain and keep current a listing of
such securities in the Standard & Poor’s Corporation Records Services or Mergent’s Industrial Manual; provided
that Mergent’s OTC Industrial Manual is not sufficient for these purposes.


 


4.11        [RESERVED]


 


4.12        Subsequent Equity Sales.


 


(a)           From the date hereof until 180 days after the Closing Date, the Company shall not issue, enter into any agreement to issue
or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents.


(b)           From the date hereof until 180 days after the Closing Date, the Company shall be prohibited from effecting or entering into
an agreement to effect any issuance by the Company of Common Stock or Common Stock Equivalents (or a combination of units thereof)
involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company
(i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right
to receive additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that
is based upon and/or varies with the trading prices of or quotations for the shares of Common Stock at any time after the initial
issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset
at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent
events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into any
agreement, including, but not limited to, an equity line of credit, whereby the Company may issue securities at a future determined
price. Any Purchaser shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy
shall be in addition to any right to collect damages.


(c)           Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of an Exempt Issuance, except that no Variable
Rate Transaction shall be an Exempt Issuance.


4.13        Equal Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be
offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of this Agreement unless
the same consideration is also offered to all of the parties to this Agreement. For clarification purposes, this provision constitutes
a separate right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the
Company to treat the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group
with respect to the purchase, disposition or voting of Securities or otherwise.


 






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4.14        Certain Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants
that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales,
including Short Sales of any of the Company’s securities during the period commencing with the execution of this Agreement
and ending at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial
press release as described in Section 4.4.  Each Purchaser, severally and not jointly with the other Purchasers, covenants
that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial
press release as described in Section 4.4, such Purchaser will maintain the confidentiality of the existence and terms of this
transaction.  Notwithstanding the foregoing and notwithstanding anything contained in this Agreement to the contrary, the
Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will
not engage in effecting transactions in any securities of the Company after the time that the transactions contemplated by this
Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4, (ii) no Purchaser shall
be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities
laws from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the
initial press release as described in Section 4.4 and (iii) no Purchaser shall have any duty of confidentiality to the Company
after the issuance of the initial press release as described in Section 4.4.  Notwithstanding the foregoing, in the case of
a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s
assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing
other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of assets
managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.


 


ARTICLE V.

MISCELLANEOUS


5.1          Termination. 
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only, and without any effect
whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing
has not been consummated on or before [__________], 2015; provided, however, that no such termination will affect the right of
any party to sue for any breach by any other party (or parties).


 


5.2          Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay
the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such
party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all
Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered
by the Company and any exercise notice delivered by a Purchaser), stamp taxes and other taxes and duties levied in connection with
the delivery of any Securities to the Purchasers.


 






    	 	33	 



     

    




 


5.3          Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, Registration Statement,
the General Disclosure Package and the Prospectus, contain the entire understanding of the parties with respect to the subject
matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters,
which the parties acknowledge have been merged into such documents, exhibits and schedules.


 


5.4          Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder
shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto at or prior to
5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a Trading
Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the
date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom
such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages
attached hereto.


 


5.5           Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a
written instrument signed, in the case of an amendment, by the Company and the Purchasers holding at least a majority in interest
of the Shares based on the initial Subscription Amounts hereunder or, in the case of a waiver, by the party against whom enforcement
of any such waived provision is sought. No waiver of any default with respect to any provision, condition or requirement of this
Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other
provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any
manner impair the exercise of any such right.


 


5.6          Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not
be deemed to limit or affect any of the provisions hereof.


 


5.7          Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors
and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written
consent of each Purchaser (other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any
Person to whom such Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be bound,
with respect to the transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchasers.”


 


5.8          No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective
successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person,
except as otherwise set forth in Section 4.8.


 






    	 	34	 



     

    




 


5.9          Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction
Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without
regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations,
enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought
against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents)
shall be commenced exclusively in the Court of New York County, New York, or in the United States District Court for the Southern
District of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the Court of New York County, New
York, or of the United States District Court for the Southern District of New York for the adjudication of any dispute hereunder
or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement
of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper
or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents
to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight
delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action,
suit or proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company
under Section 4.8, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for its reasonable
attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action
or proceeding.


 


5.10        Survival.
The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.


 


5.11        Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be
considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered
to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is
delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create
a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect
as if such facsimile or “.pdf” signature page were an original thereof.


 


5.12        Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction
to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use
their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result
as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention
of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any
of such that may be hereafter declared invalid, illegal, void or unenforceable.


 






    	 	35	 



     

    




 


5.13        [RESERVED]


 


5.14        Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen
or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in
the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence
reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under
such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance
of such replacement Securities.


 


5.15        Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery
of damages, each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The
parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations
contained in the Transaction Documents and hereby agree to waive and not to assert in any action for specific performance of any
such obligation the defense that a remedy at law would be adequate.


 


5.16        Payment Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction
Document or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement
or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from,
disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person
under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action),
then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived
and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.


 


5.17        Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction
Document are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way
for the performance or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained
herein or in any other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to
constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption
that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated
by the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights including, without
limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for
any other Purchaser to be joined as an additional party in any proceeding for such purpose. Each Purchaser has been represented
by its own separate legal counsel in its review and negotiation of the Transaction Documents. For reasons of administrative convenience
only, each Purchaser and its respective counsel have chosen to communicate with the Company through EGS. EGS does not represent
any of the Purchasers and only represents Chardan Capital Markets, LLC and Maxim Group LLC, a finder in the transactions contemplated
by the Transaction Documents. The Company has elected to provide all Purchasers with the same terms and Transaction Documents for
the convenience of the Company and not because it was required or requested to do so by any of the Purchasers. It is expressly
understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company
and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.


 






    	 	36	 



     

    




 


5.18        Liquidated Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing
under the Transaction Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated
damages and other amounts have been paid notwithstanding the fact that the instrument or security pursuant to which such partial
liquidated damages or other amounts are due and payable shall have been canceled.


 


5.19        Saturdays, Sundays, Holidays, etc.If the last or appointed day for the taking of any action or the expiration
of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised
on the next succeeding Business Day.


 


5.20        Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity
to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments
thereto. In addition, each and every reference to share prices and shares of Common Stock in any Transaction Document shall be
subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions
of the Common Stock that occur after the date of this Agreement.


 


5.21        WAIVER
OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES
EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY
AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.


 


(Signature Pages Follow)



    	 	37	 



     

    




IN WITNESS WHEREOF,
the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.





	OMINTO, INC.	 	Address for Notice:
	 	 	1110 - 112th Avenue NE
	 	 	Suite 350
	 	 	Bellevue, WA 98004
	 	 	 
	By:__________________________________________	 	Fax: 
	      Name:

              Title:

        
	 	 






 


With a copy to (which shall not constitute notice):


 


	Lisa H. Klein, Esq.

        Gordon & Rees LLP

        2211 Michelson Drive, Suite 400

        Irvine, CA 92612

        Fax: [_____]








 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


SIGNATURE PAGE FOR PURCHASER FOLLOWS]








 






    	 	38	 



     

    




 


PURCHASER SIGNATURE PAGES TO OMINTO SECURITIES
PURCHASE AGREEMENT


 


IN WITNESS WHEREOF,
the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as
of the date first indicated above.


 


Name of Purchaser: ________________________________________________________


Signature of Authorized Signatory of
Purchaser: _________________________________


Name of Authorized Signatory: _______________________________________________


Title of Authorized Signatory: ________________________________________________


Email Address of Authorized Signatory:_________________________________________


Facsimile Number of Authorized Signatory: __________________________________________


Address for Notice to Purchaser: 


 


 


Address for Delivery of Securities to Purchaser (if not same as
address for notice): 


 


Subscription Amount: $_________________


 


Shares: _________________


 


Warrant Shares: __________________


 


EIN Number: _______________________


 


☐ Notwithstanding anything
contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the
securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the
Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be
disregarded, (ii) the Closing shall occur on the third (3rd) Trading Day following the date of this Agreement and
(iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that
required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price
(as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the
above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable)
to such other party on the Closing Date. 


 


[SIGNATURE PAGES CONTINUE]





 






    	 	39	 



     

    




 





EXHIBIT A


FORM OF WARRANT


 


[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.


 




    40


     

    

 


 


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]


 




    41


     

    

 


 


[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.


 




    42


     

    

  


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).


 




    43


     

    

 


EXHIBIT B


WIRE AND CHECK INSTRUCTIONS


 


Wire Instructions for our Escrow Agent: 


 


Continental Stock Transfer and Stock
Transfer Co.


17 Battery Place


New York, NY 10004


 


 


ABA No.: [ ]


For Credit to Continental Stock Transfer & Trust
Company A/A/F “Ominto, Inc.”


Account No.: [ ]


 


 


Checks should be made out to “Continental Stock
Transfer & Trust Co. as Agent for Ominto Inc.” and delivered directly to the escrow agent at the address set forth above.


 






    44


     

    

 


SCHEDULE A


Free Writing Prospectuses


 


 


 


 


 


 


 


 


 


  


 


 


 


 


 


 


 


 


 


 


 


 


45