Exhibit 10.1


 


EMPLOYMENT AGREEMENT


 


This Employment
Agreement (“Agreement”), dated as of November 17, 2016 (the “Effective Date”), is made by
and between Ominto, Inc. (“Ominto”) and Michael Hansen (“Executive”). Executive and Ominto
together are referred to as the “Parties.”


 


WHEREAS,
the Parties previously entered into an employment agreement, dated September 18, 2015 (the “Prior Employment Agreement”);
and


 


WHEREAS,
Executive was appointed as Chief Executive Officer of Ominto (“CEO”) by the Ominto Board of Directors (the “Board”)
on June 1, 2016; and


 


WHEREAS,
Ominto desires to employ Executive, and Executive desires to be so employed, pursuant to the terms of this Agreement; and


 


WHEREAS,
this Agreement shall supersede the Prior Employment Agreement in its entirety.


 


NOW, THEREFORE,
in consideration of the foregoing, of the mutual promises contained herein and of other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:


 


1.           POSITION AND
DUTIES.

 


(a)            Ominto shall employ Executive as its CEO. Executive shall perform the executive and administrative duties, functions and
privileges incumbent with the position of CEO and such other duties as reasonably determined by Board from time to time.


 


(b)            Executive
shall report directly to the Board.


 


(c)            Executive shall reside in Dubai during the Term, but shall provide services to Ominto in all of its global operations, including
its principal place of business in Boca Raton, Florida.


 


(d)            Executive shall devote all of Executive’s business time, energy, judgment, knowledge and skill and Executive’s
best efforts to the performance of Executive’s duties with Ominto, provided that the foregoing shall not prevent Executive
from (i) participating in charitable, civic, educational, professional, community or industry affairs or (ii) managing Executive’s
passive personal investments, so long as such activities in the aggregate do not interfere or conflict with Executive’s duties
hereunder or create a potential business or fiduciary conflict.


 


2.           TERM.
Subject to the remaining terms of this Section 2, this Agreement shall be for an initial term that begins on the
Effective Date and continues in effect through November 17, 2021 (the “Initial Term”) and, unless terminated
sooner as herein provided, shall continue on a year-to-year basis after the Initial Term (each year, a “Renewal Term,”
and each Renewal Term together with the Initial Term, the “Term”). If either Party elects not to renew this
Agreement, that Party must give a written notice of non-renewal to the other Party at least sixty (60) days before the expiration
of the then-current Initial Term or Renewal Term. In the event that one Party provides the other with a notice of non-renewal pursuant
to this Section 2, no further automatic extensions shall occur and this Agreement shall terminate at the end of the
then-existing Initial Term or Renewal Term, as applicable, and such non-renewal shall not result in any entitlement to compensation
pursuant to Section 7 below or otherwise.


 






     


     

    

 


3.           COMPENSATION.



 


(a)            BASE SALARY. Ominto shall pay Executive a base salary (“Base Salary”) at an annual rate of Three
Hundred Sixty Thousand Dollars ($360,000.00) during the Term, in accordance with the regular payroll practices of Ominto. The Base
Salary shall be subject to annual review and adjustment at the sole discretion of the Board.


 


(b)            ANNUAL BONUS. Executive shall be eligible to receive an annual incentive bonus (the “Annual Bonus”)
of up to 100% of the Base Salary as determined by the Board in its sole discretion.


 


4.           EQUITY Awards.

 


(a)            RESTRICTED STOCK GRANT. Ominto shall grant to Executive 500,000 shares of Restricted Stock (as defined in the Ominto,
Inc. Amended and Restated 2010 Omnibus Equity Compensation Plan, as may be amended from time to time (the “Omnibus Plan”))
under the Omnibus Plan (the “Restricted Stock Grant”).


 


(b)            GRANT DATE. The Restricted Stock Grant shall be made as soon as practicable following the Effective Date, contingent
upon approval of the Restricted Stock Grant by the Board and amendment of the Omnibus Plan.


 


(c)            Scheduled Vesting. Unless provided otherwise in the applicable award
agreement under the Omnibus Plan, the Restricted Stock Grant shall vest on the later of (i) January 1, 2017; (ii) three (3) business
days after the listing of the Company’s common stock on the NASDAQ Capital Market; or (iii) such other date as may be approved
by the Board.


 


(d)            Plan Terms Control. The Restricted Stock Grant shall be granted pursuant
to, and subject to the terms and conditions of, the Omnibus Plan and an award agreement under the Omnibus Plan.


 


(e)            cHANGE IN cONTROL. Notwithstanding any provision of this Agreement,
the Omnibus Plan or any other equity compensation plan of Ominto (together, the “Ominto Equity Plans”) or any
agreement under any Ominto Equity Plan to the contrary, unless otherwise approved by the Board, Executive shall not be entitled
to accelerated vesting or any other enhanced benefits with respect to any awards under any Ominto Equity Plan, or any enhanced
severance benefits under this Agreement or otherwise, as a result of a “change in control” (or any similar event),
as such term is defined in the applicable Ominto Equity Plan or this Agreement, if such change in control (or any similar event)
occurs as a result of expiration of Executive’s super majority preferred stock.


 






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5.           EMPLOYEE BENEFITS.

 


(a)           
BENEFIT PLANS. During the Term, Executive shall be entitled to participate in any employee benefit plans that Ominto
has adopted or may adopt, maintains or contributes to for the benefit of its employees generally, subject to satisfying the applicable
eligibility requirements, except to the extent such plans are duplicative of the benefits otherwise provided to Executive hereunder.
Executive’s participation shall be subject to the terms of the applicable plan documents and generally applicable Ominto
policies. Notwithstanding the foregoing, Ominto may modify or terminate any employee benefit plan at any time.


 


(b)            VACATIONS. During the Term, Executive shall be entitled to paid vacation time in accordance with Ominto’s policy
applicable to senior management employees as in effect from time to time; provided, however, that Executive shall
be entitled to thirty (30) days of paid vacation per calendar year, prorated for any partial years of employment.


 


(c)           
BUSINESS EXPENSES. Upon presentation of reasonable substantiation and documentation as Ominto may require from time
to time, Executive shall be reimbursed in accordance with Ominto’s expense reimbursement policy, for all reasonable out-of-pocket
business expenses incurred and paid by Executive during the Term and in connection with the performance of Executive’s duties
hereunder.


 


6.           TERMINATION. Executive’s employment under this Agreement shall terminate on the first to occur of the
following:


 


(a)            DISABILITY. Upon
ten (10) days’ prior written notice by Ominto to Executive of termination due to
Disability. “Disability” shall mean Executive is unable to perform each of the essential duties of
Executive’s position by reason of a medically determinable physical or mental impairment that is potentially permanent
in character or that can be expected to last for a continuous period of not less than six (6) months.


 


(b)           
DEATH. Automatically upon the death of Executive.


 






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(c)           
CAUSE. Immediately upon written notice by Ominto to Executive of a termination for Cause. “Cause”
shall mean Executive’s:


 


(i)             
willful misconduct or gross negligence in the performance of Executive’s duties to Ominto;


 


(ii)             willful failure to perform Executive’s duties to Ominto or to follow the lawful directives of the Board (other than
as a result of death or Disability);


 


(iii)            indictment for, conviction of or pleading of guilty or nolo contendere to, a felony or any crime involving moral
turpitude;


 


(iv)            repeated failure to cooperate in any audit or investigation of the business or financial practices of Ominto;


 


(v)             performance of any material act of theft, embezzlement, fraud, malfeasance, dishonesty or misappropriation of Ominto’s
property; or


 


(vi)            material breach of this Agreement or any other material agreement with Ominto or a material violation of Ominto’s
code of conduct or other written policy.


 


In the event of a Cause event defined
in Section 6(c)(vi), Executive shall be given written notice detailing the Cause and a period of thirty (30) days following Executive’s
receipt of such notice to cure such event (if susceptible to cure) to the reasonable satisfaction of the Board. Notwithstanding
anything to the contrary contained herein, Executive’s right to cure as set forth in the preceding sentence shall not apply
if there are habitual or repeated breaches by Executive. A termination for Cause shall be deemed to include a determination by
the Board or its designee following Executive’s termination of service that circumstances existing prior to such termination
would have entitled Ominto to have terminated Executive for Cause. All rights Executive has or may have under this Agreement shall
be suspended automatically during the pendency of any investigation by the Board or its designee, or during any negotiations between
the Board or its designee and Executive, regarding any actual or alleged act or omission by Executive of the type described in
this definition of Cause.


 


(d)            GOOD REASON. Upon written notice by Executive to Ominto of a termination for Good Reason. “Good Reason”
shall mean the occurrence of any of the following events, without the consent of Executive, unless such events are fully corrected
in all material respects by Ominto within thirty (30) days following written notification by Executive to Ominto of the occurrence
of one of the events:


 


(i)             
material diminution in Executive’s Base Salary;


 


(ii)             material diminution in Executive’s authority or duties set forth in Section 1 above (for sake of clarity,
a change in title shall not constitute Good Reason), other than temporarily while physically or mentally incapacitated, as required
by applicable law; or


 


(iii)            a material breach by Ominto of a material term of this Agreement.


 






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Executive shall provide Ominto with
a written notice detailing the specific circumstances alleged to constitute Good Reason within thirty (30) days after the first
occurrence of such circumstances, and actually terminate employment within thirty (30) days following the expiration of Ominto’s
30-day cure period described above. Otherwise, any claim of such circumstances as Good Reason shall be deemed irrevocably waived
by Executive.


 


(e)            WITHOUT
CAUSE. Immediately upon written notice by Ominto to Executive of an involuntary termination without Cause (other than for
death or Disability).


 


(f)            VOLUNTARY
TERMINATION. Upon ninety (90) days’ prior written notice by Executive to Ominto of Executive’s voluntary termination
of employment without Good Reason (which Ominto may, in its sole discretion, make effective earlier than any notice date).


 


7.
          CONSEQUENCES OF TERMINATION.

 


(a)            
DEATH/DISABILITY. In the event that Executive’s employment ends on account of Executive’s death or Disability,
Executive or Executive’s estate, as the case may be, shall be entitled to the following (with the amounts due under Sections
7(a)(i) through 7(a)(iii) below to be paid within sixty (60) days following termination of employment, or such earlier
date as may be required by applicable law):


 


(i)             
any unpaid Base Salary through the date of termination;


 


(ii)             reimbursement for any unreimbursed business expenses incurred through the date of termination;


 


(iii)            any other accrued benefits as required by law (collectively, Sections 7(a)(i) through 7(a)(iii) hereof shall
be hereafter referred to as the “Accrued Benefits”).


 


(b)            TERMINATION
FOR CAUSE OR WITHOUT GOOD REASON. If Executive’s employment is terminated (i) by Ominto for Cause or (ii) by Executive
without Good Reason, Ominto shall pay to Executive the Accrued Benefits.


 


(c)            TERMINATION
WITHOUT CAUSE OR FOR GOOD REASON. If Executive’s employment by Ominto is terminated by Ominto other than for Cause or
Disability or by Executive for Good Reason, Ominto shall pay or provide Executive the following:


 


(i)             
the Accrued Benefits; and


 


(ii)             subject
to Executive’s continued compliance with his obligations under this Agreement, continued payment of the Base Salary for
twelve (12) months (or twenty-four (24) months if such termination occurs within twenty-four (24) months following a Change in
Control, subject to Section 4(f) above) following the date of termination, paid in accordance with Ominto’s ordinary
payroll practices (collectively, the “Severance Amount”).


 






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Payments and benefits provided under
this Section 7(c) shall be in lieu of any termination or severance payments or benefits to which Executive may be eligible
under any of the plans, policies or programs of Ominto or under the Worker Adjustment Retraining Notification Act of 1988, as amended,
or any similar state statute or regulation. Should Executive die prior to the payment of the Severance Amount, the Severance Amount
shall be paid to the heirs or estate of Executive in accordance with the schedule set forth herein.


 


(d)            CHANGE
IN CONTROL. A “Change in Control” shall mean the consummation of any of the following events:


 


(i)             
the acquisition, other than from Ominto, by any individual, entity or group (within the meaning of Section 13(d)(3) or Section
14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than Ominto or any
subsidiary, affiliate (within the meaning of Rule 144 promulgated under the Securities Act of 1933, as amended) or employee benefit
plan of Ominto, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than fifty
percent (50%) of the combined voting power of the then outstanding voting securities of Ominto entitled to vote generally in the
election of directors (the “Voting Securities”);


 


(ii)             a
reorganization, merger, consolidation or recapitalization of Ominto (a “Business Combination”), other than
a Business Combination in which more than fifty percent (50%) of the combined voting power of the outstanding voting securities
of the surviving or resulting entity immediately following the Business Combination is held by the persons who, immediately prior
to the Business Combination, were the holders of the Voting Securities;


 


(iii)            a
complete liquidation or dissolution of Ominto, or a sale of all or substantially all of the assets of Ominto; or


 


(iv)           during
any period of twelve (12) consecutive months, the Incumbent Directors cease to constitute a majority of the Board; “Incumbent
Directors” means individuals who were members of the Board at the beginning of such period or individuals whose election
or nomination for election to the Board by Ominto’s stockholders was approved by a vote of at least a majority of the then
Incumbent Directors (but excluding any individual whose initial election or nomination is in connection with an actual or threatened
proxy contest relating to the election of directors).


 


Notwithstanding any provision of this
definition to the contrary, in the event that any amount or benefit under this Agreement constitutes deferred compensation under
Section 409A (as defined below) and the settlement of or distribution of such amount or benefit is to be triggered by a Change
in Control, then such settlement or distribution shall be subject to the event constituting the Change in Control also constituting
a “change in control event” under Section 409A.


 






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(e)            
OTHER OBLIGATIONS. Upon any termination of Executive’s employment with Ominto, Executive shall automatically
be deemed to have resigned from any and all other positions he then holds as an officer, director or fiduciary of Ominto and any
other entity that is part of the same consolidated group as Ominto or in which capacity Executive serves at the direction of or
as a result of his position with Ominto; and Executive shall, within ten (10) days of such termination, take all actions as may
be necessary under applicable law or requested by Ominto to effect any such resignations.


 


(f)            
EXCLUSIVE REMEDY. The amounts payable to Executive following termination of employment hereunder pursuant to Sections 7(a),
(b) and (c) above shall be in full and complete satisfaction of Executive’s rights under this Agreement and
any other claims that Executive may have in respect of Executive’s employment with Ominto or any of its Affiliates (as defined
below), and Executive acknowledges that such amounts are fair and reasonable, and are Executive’s sole and exclusive remedy,
in lieu of all other remedies at law or in equity, with respect to the termination of Executive’s employment hereunder or
any breach of this Agreement.


 


(g)            NO MITIGATION OR OFFSET. Executive shall not be required to seek or accept other employment or otherwise to mitigate
damages as a condition to the receipt of benefits pursuant to this Section 7, and amounts payable pursuant to this
Section 7 shall not be offset or reduced by any amounts received by Executive from other sources.


 


(h)            NO WAIVER OF ERISA-RELATED RIGHTS. Nothing in this Agreement shall be construed to be a waiver by Executive of any
benefits accrued for or due to Executive under any employee benefit plan (as such term is defined in the Employee Retirement Income
Security Act of 1974, as amended) maintained by Ominto, if any, except that Executive shall not be entitled to any severance benefits
pursuant to any severance plan or program of Ominto other than as provided herein.


 


(i)             CLAWBACK. All awards, amounts or benefits received or outstanding under this Agreement shall be subject to clawback,
cancellation, recoupment, rescission, payback, reduction or other similar action in accordance with the terms of any applicable
law related to such actions, as may be in effect from time to time. Ominto may take such actions as may be necessary to effectuate
any provision of applicable law relating to clawback, cancellation, recoupment, rescission, payback or reduction of compensation,
whether adopted before or after the Effective Date, without further consideration or action.


 


(j)             RELEASE. Any and all amounts payable and benefits or additional rights provided pursuant to this Agreement upon termination
beyond the Accrued Benefits shall only be payable if Executive delivers to Ominto and does not revoke a general release of claims
in favor of Ominto in a form satisfactory to Ominto. Such release shall be furnished to Executive within two business days after
Executive’s date of termination, and must be executed and delivered (and no longer subject to revocation, if applicable)
within thirty (30) days following termination (or such longer period to the extent required by law).


 






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8.           Indemnification. Subject to limitations imposed by law,
Ominto shall indemnify and hold harmless Executive to the fullest extent permitted by law from and against any and all claims,
damages, expenses (including reasonable attorneys’ fees), judgments, penalties, fines, settlements and all other liabilities
incurred or paid by him in connection with the investigation, defense, prosecution, settlement or appeal of any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and to which Executive was or
is a party or is threatened to be made a party by reason of the fact that Executive is or was an officer, employee or agent of
Ominto, or by reason of anything done or not done by Executive in any such capacity or capacities, provided that Executive
acted in good faith, in a manner that was not grossly negligent or constituted willful misconduct and in a manner he reasonably
believed to be in or not opposed to the best interests of Ominto, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.


 


9.           RESTRICTIVE COVENANTS.

 


(a)            DEFINITIONS.

 


(i)             
“Affiliates” shall mean any person or entity or business unit controlled by, controlling or under common
control with Ominto.


 


(ii)             “Confidential Information” shall mean any Ominto proprietary or confidential information, technical data,
trade secrets or know-how, including research, product plans, products, services, customer lists and customers, markets, software,
developments, inventions, processes, formulas, technology, designs, drawings, engineering, marketing, distribution and sales methods
and systems, sales and profit figures, finances and other business information disclosed to Executive by Ominto, either directly
or indirectly in writing, orally or by drawings or inspection of documents or other tangible property. However, Confidential Information
does not include any of the foregoing items which has become publicly known and made generally available through no wrongful act
of Executive.


 


(iii)            “Customer” shall mean any person or entity which has purchased products or services from Ominto and/or
entered into any contract for products or services with Ominto within the one year immediately preceding the termination of Executive’s
employment with Ominto for whatever reason.


 


(iv)            “Directly or indirectly” shall mean Executive either on his own account, or as a partner, owner, promoter,
joint venturer, employee, agent, consultant, advisor, manager, Executive, independent contractor, officer, director, stockholder
or otherwise, of an entity.


 


(v)             “Ominto” for purposes of this Section 9 shall mean Ominto, Inc. and its Affiliates.


 






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(vi)            “Prospective Customer” shall mean any person or entity which has expressed interest in purchasing products
or services from Ominto or expressed interest in entering into any contract for products or services with Ominto within the one
year immediately preceding the termination of Executive’s employment with Ominto for whatever reason.


 


(vii)          
“Restricted Area” shall include any geographical location anywhere in the world where Ominto either (a)
is engaged in business during the Term, or (b) has evidenced an intention to engage in business during the Term.


 


(viii)        
“Restricted Business” shall mean any business or activity substantially similar to any business or activity
engaged in by Ominto during the Term, or any business or activity in which Ominto has evidenced an intention to engage during the
Term.


 


(ix)            “Restricted Period” shall mean the Term and twelve (12) months following termination of Executive’s
employment for any reason.


 


(x)             “Vendor”
shall mean any supplier, person or entity from which Ominto has purchased products or services during the one year immediately
preceding the termination of Executive’s employment with Ominto for whatever reason.


 


(b)            Non-Disclosure.

 


(i)             
Company Information. At all times during the Term and thereafter,
Executive shall hold in strictest confidence, and shall not use, except in connection with the performance of Executive’s
duties, and shall not disclose to any person or entity, any Confidential Information of Ominto.


 


(ii)             Executive-Restricted Information. During the Term, Executive shall
not improperly use or disclose any proprietary or confidential information or trade secrets of any person or entity with whom Executive
has an agreement or duty to keep such information or secrets confidential.


 


(iii)            Third Party Information. Executive recognizes that Ominto has received
and in the future will receive from third parties their confidential or proprietary information subject to a duty on Ominto’s
part to maintain the confidentiality of such information and to use it only for certain limited purposes. At all times during the
Term and thereafter, Executive shall hold in strictest confidence, and shall not use, except in connection with the performance
of Executive’s duties, and shall not disclose to any person or entity, such third party confidential or proprietary information,
and shall not use it except as necessary in performing Executive’s duties, consistent with Ominto’s agreement with
such third party.


 






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(c)            Non-Solicitation
of Employees or Independent Contractors. During the Restricted Period, Executive shall not, directly or indirectly,
solicit or attempt to induce any employee of Ominto or independent contractor engaged and/or utilized by Ominto in any capacity
to terminate his/her employment with, or engagement by, Ominto. Likewise, during the Non-Compete Period, Executive shall not,
directly or indirectly, hire or attempt to hire for another entity or person any employee of Ominto or independent contractor
engaged and/or utilized by Ominto in any capacity.


 


(d)            Non-Solicitation of Customers, Prospective Customers or Vendors.
During the Restricted Period, Executive shall not, directly or indirectly, sell or distribute products or services of the type
sold or distributed by Ominto to any Customer, Prospective Customer or solicit any Vendor of Ominto through any entity other than
Ominto. Executive acknowledges and agrees that Ominto has substantial relationships with its Customers, Vendors and Prospective
Customers, which Ominto expends significant time and resources in acquiring and maintaining, and that Ominto has Confidential Information
pertaining to its business and its Customer, Vendors and Prospective Customers, and that Ominto’s Confidential Information
and relationships with its Customers, Vendors and Prospective Customers constitute significant and valuable assets of Ominto.


 


(e)            NON-COMPETE.
During the Restricted Period in the Restricted Area, Executive shall not, directly or indirectly, engage in, promote, finance,
own, operate, develop, sell or manage or assist in or carry on in any Restricted Business, provided, however, that Executive
may at any time own securities of any competitor corporation whose securities are publicly traded on a recognized exchange so
long as the aggregate holdings of Executive in any one such corporation shall constitute not more than 5% of the voting stock
of such corporation.


 


(f)             NON-DISPARAGEMENT. Executive
shall not make negative comments or otherwise disparage Ominto or its Affiliates or any of their officers,
directors, managers, employees, consultants, equityholders, agents or products. The foregoing shall not be violated by
truthful statements (i) in response to legal process, required governmental testimony or filings or administrative or
arbitral proceedings (including depositions in connection with such proceedings) or (ii) made in the course of Executive
discharging his duties for Ominto.


 


(g)            COOPERATION. Upon the receipt of reasonable notice from Ominto, while employed by Ominto and thereafter, Executive
shall respond and provide information with regard to matters in which Executive has knowledge as a result of Executive’s
employment with Ominto, and shall provide reasonable assistance to Ominto, its Affiliates and their respective representatives
in defense of any claims that may be made against Ominto or its Affiliates, and shall assist Ominto and its Affiliates in the prosecution
of any claims that may be made by Ominto or its Affiliates, to the extent that such claims may relate to the period of Executive’s
employment with Ominto (collectively, the “Claims”). Executive shall promptly inform Ominto if Executive becomes
aware of any lawsuits involving Claims that may be filed or threatened against Ominto or its Affiliates. Executive also shall promptly
inform Ominto (to the extent that Executive is legally permitted to do so) if Executive is asked to assist in any investigation
of Ominto or its Affiliates (or their actions) or another party attempts to obtain information or documents from Executive (other
than in connection with any litigation or other proceeding in which Executive is a party-in-opposition) with respect to matters
Executive believes in good faith to relate to any investigation of Ominto or its Affiliates, in each case, regardless of whether
a lawsuit or other proceeding has then been filed against Ominto or its Affiliates with respect to such investigation, and shall
not do so unless legally required. During the pendency of any litigation or other proceeding involving Claims, Executive shall
not communicate with anyone (other than Executive’s attorneys and tax and/or financial advisors and except to the extent
that Executive determines in good faith is necessary in connection with the performance of Executive’s duties hereunder)
with respect to the facts or subject matter of any pending or potential litigation or regulatory or administrative proceeding involving
Ominto or any of its Affiliates without getting the prior written consent of Ominto. Upon presentation of appropriate documentation,
Ominto shall pay or reimburse Executive for all reasonable out-of-pocket travel, duplicating or telephonic expenses incurred by
Executive in accordance with Ominto’s applicable policies in complying with this Section 9(g), and Executive
shall be compensated by Ominto at a reasonable hourly rate for assistance given after the end of the Term.


 






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(h)            Ownership of Information, Ideas, Concepts, Improvements, Discoveries and Inventions
and all Original Works of Authorship.


 


(i)             As
between the Parties, all information, ideas, concepts, improvements, discoveries and inventions, whether patentable or not, which
are conceived, made, developed or acquired by Executive or which are disclosed or made known to Executive, individually or in
conjunction with others, during the Term and which relate to Ominto’s business, products or services (including all such
information relating to corporate opportunities, research, financial and sales data, pricing and trading terms, evaluations, opinions,
interpretations, acquisition prospects, the identity of clients or customers or their requirements, the identity of key contacts
within the client or customers’ organizations or within the organization of acquisition prospects, or marketing and merchandising
techniques, prospective names and marks) are and shall be the sole and exclusive property of Ominto. Moreover, all drawings, memoranda,
notes, records, files, correspondence, manuals, models, specifications, computer programs, maps and all other writings or materials
of any type embodying any of such information, ideas, concepts, improvements, discoveries and inventions are and shall be the
sole and exclusive property of Ominto.


 


(ii)            In particular, Executive hereby specifically assigns and transfers to Ominto all of Executive’s worldwide right, title
and interest in and to all such information, ideas, concepts, improvements, discoveries or inventions, and any United States or
foreign applications for patents, inventor’s certificates or other industrial rights that may be filed thereon, and applications
for registration of such names and marks. During the Term and thereafter, Executive shall assist Ominto and its nominee at all
times in the protection of such information, ideas, concepts, improvements, discoveries or inventions, both in the United States
and all foreign countries, including the execution of all lawful oaths and all assignment documents requested by Ominto or its
nominee in connection with the preparation, prosecution, issuance or enforcement of any applications for United States or foreign
letters patent, and any application for the registration of such names and marks.


 






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(iii)           Moreover, if during the Term, Executive creates any original work of authorship fixed in any tangible medium of expression
which is the subject matter of copyright (such as reports, videotapes, written presentations, computer programs, drawings, maps,
architectural renditions, models, manuals, brochures or the like) relating to Ominto’s business, products or services, whether
such work is created solely by Executive or jointly with others, Ominto shall be deemed the author of such work if the work is
prepared by Executive in the scope of Executive’s employment; or, if the work is not prepared by Executive within the scope
of Executive’s employment but is specially ordered by Ominto as a contribution to a collective work, as a part of any written
or audiovisual work, as a translation, as a supplementary work, as a compilation or as an instructional text, then the work shall
be considered to be work made for hire and Ominto shall be the author of the work. In the event such work is neither prepared by
Executive within the scope of Executive’s employment or is not a work specially ordered and deemed to be a work made for
hire, then Executive shall assign, and by these presents, does assign, to Ominto all of Executive’s worldwide right, title
and interest in and to such work and all rights of copyright therein. Both during the Term and thereafter, Executive shall assist
Ominto and its nominee, at any time, in the protection of Ominto’s worldwide right, title and interest in and to the work
and all rights of copyright therein, including the execution of all formal assignment documents requested by Ominto or its nominee
and the execution of all lawful oaths and applications for registration of copyright in the United States and foreign countries;
provided, however, that Executive shall be compensated by Ominto at a reasonable hourly rate for assistance given
after the end of the Term.


 


(g)            RETURN
OF COMPANY PROPERTY. On the date of Executive’s termination of employment with Ominto for any reason (or at any time
prior thereto at Ominto’s request), Executive shall return all property belonging to Ominto or its Affiliates (including
any Ominto or Affiliate-provided laptops, computers, cell phones, wireless electronic mail devices or other equipment, or documents
or property belonging to Ominto or an Affiliate).


 


(i)            
Need for Restrictions. Executive acknowledges and agrees that each
of the restrictive covenants contained in this Section 9 is reasonable and necessary to protect the legitimate business
interests of Ominto, including, without limitation, the need to protect Ominto’s trade secrets and Confidential Information
and the need to protect its relationships with its Customers, Prospective Customers, Vendors and agents. Executive also acknowledges
and agrees, as set forth in Section 9(j) below, that Ominto may obtain a temporary, preliminary and/or permanent injunction
to restrain any violations of, or otherwise enforce, the restrictive covenants contained in this Section 9. Executive also
acknowledges and agrees that, if his/her future employment’s job duties would inevitably cause him to disclose Confidential
Information or trade secrets of Ominto, Ominto may seek to protect its legitimate business interests by enjoining him/her from
working in that future position.


 






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(j)             Breach
of Restrictive Covenants. In the event of a breach or threatened breach by Executive of any restrictive covenant
set forth in Section 9, Executive agrees that such a breach or threatened breach would cause irreparable injury to Ominto,
and that, if Ominto shall bring legal proceedings against Executive to enforce any restrictive covenant, Ominto shall be entitled
to seek all available civil remedies, at law or in equity, including, without limitation, an injunction without posting a bond,
damages, attorneys’ fees and costs.


 


(k)            Successors and Assigns. Ominto and its successors and assigns
may enforce these restrictive covenants.


 


(l)             Construction,
Survival. If the period of time, area or scope of restriction specified in this Section 9 should be adjudged
unreasonable in any proceeding, then the period of time, area or scope shall be reduced so that the restrictions may be enforced
as is adjudged to be reasonable. If Executive violates any of the restrictions contained in this Section 9, the restrictive
period shall be tolled during the time that Executive is in violation. All the provisions of this Section 9 shall survive
the Term and Executive’s employment with Ominto.


 


(m)           EFFECT OF EXECUTIVE BECOMING A BAD LEAVER. Notwithstanding any provision of this Agreement to the contrary, if (i)
Executive breaches any of the covenants set forth in this Agreement at any time during the period commencing on the Effective Date
and ending twelve (12) months after Executive’s termination of employment with Ominto for any reason and (ii) Executive fails
to cure such breach within ten (10) days of the effective date of written notice of such breach given by Ominto, then Executive
shall be deemed a “Bad Leaver.” If Executive is or becomes a Bad Leaver, then (i) any severance being paid to
Executive pursuant to this Agreement or otherwise shall immediately cease upon commencement of such action and (ii) Executive shall
be liable to repay to Ominto any severance previously paid to him by Ominto, less $100 to serve as consideration for the release
described in Section 7(j) above.


 


10.         NO ASSIGNMENTS. This Agreement is personal to each of the Parties. Except as provided in this Section 10,
neither Party may assign or delegate any rights or obligations hereunder without first obtaining the written consent of the other
Party. Ominto may assign this Agreement to any of its Affiliates or to any successor to all or substantially all of the business
and/or assets of Ominto, provided that Ominto shall require such Affiliate or successor to expressly assume and agree to
perform this Agreement in the same manner and to the same extent that Ominto would be required to perform it if no such succession
had taken place. As used in this Agreement, “Ominto” shall mean Ominto and any Affiliate or successor to its business
and/or assets that assumes and agrees to perform the duties and obligations of Ominto under this Agreement by operation of law
or otherwise.


 






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11.         NOTICE. Any notice that either Party may be required or permitted to give to the other shall be in writing
and may be delivered personally, by electronic mail or via a postal service, postage prepaid, to such electronic mail or postal
address and directed to such person as Ominto may notify Executive from time to time; and to Executive at his electronic mail or
postal address as shown on the records of Ominto from time to time, or at such other electronic mail or postal address as Executive,
by notice to Ominto, may designate in writing from time to time.


 


12.         SECTION HEADINGS; INCONSISTENCY. The section headings used in this Agreement are included solely for convenience
and shall not affect, or be used in connection with, the interpretation of this Agreement. In the event of any inconsistency between
the terms of this Agreement and any form, award, plan or policy of Ominto, the terms of this Agreement shall govern and control.


 


13.         SEVERABILITY. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to
be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable
in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not
affect any other provision of this Agreement or any action in any other jurisdiction, but this Agreement shall be reformed, construed
and enforced in such jurisdiction.


 


14.         COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be
an original but all of which together shall constitute one and the same instrument.


 


15.         Applicable Law; ARBITRATION.


 


(a)            All questions concerning the construction, validity and interpretation of this Agreement and the performance of the obligations
imposed by this Agreement shall be governed by the internal laws of the State of Florida applicable to agreements made and wholly
to be performed in such state without regard to conflicts of law provisions of any jurisdiction.


 


(b)            For purposes of resolving any dispute that arises directly or indirectly from the relationship of the Parties evidenced
by this Agreement, the Parties hereby agree that submitted at the initiative of either party to mandatory arbitration in Boca Raton,
Florida before a single arbitrator under the Federal Arbitration Act and pursuant to the Commercial Arbitration Rules of the American
Arbitration Association, or its successor, then in effect. The decision of the arbitrator shall be rendered in writing, shall be
final, and may be entered as a judgment in any court in the State of Florida or elsewhere. The Parties irrevocably consent to the
jurisdiction of the federal and state courts located in Florida for this purpose. Each party shall be responsible for its or his
own costs incurred in such arbitration and in enforcing any arbitration award, including attorneys’ fees and expenses.


 






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16.         MISCELLANEOUS. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification
or discharge is agreed to in writing and signed by Executive and such officer or director as may be designated by Ominto. No waiver
by either Party at any time of any breach by the other Party of, or compliance with, any condition or provision of this Agreement
to be performed by such other Party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at
any prior or subsequent time. This Agreement together with all exhibits hereto sets forth the entire agreement of the Parties in
respect of the subject matter contained herein and supersedes any and all prior agreements or understandings between Executive
and Ominto or its Affiliates with respect to the subject matter hereof, including the Prior Employment Agreement. No agreements
or representations, oral or otherwise, express or implied, with respect to the subject matter hereof, have been made by either
Party that are not expressly set forth in this Agreement.


 


17.         REPRESENTATIONS. Executive represents and warrants to Ominto that (a) Executive has the legal right to enter
into this Agreement and to perform all of the obligations on Executive’s part to be performed hereunder in accordance with
its terms, and (b) Executive is not a party to any agreement or understanding, written or oral, and is not subject to any restriction,
which, in either case, could prevent Executive from entering into this Agreement or performing all of Executive’s duties
and obligations hereunder.


 


18.         TAX MATTERS.


 


(a)           
WITHHOLDING. Any and all amounts payable under this Agreement or otherwise shall be subject to, and Ominto may withhold
from such amounts, any federal, state, local or other taxes as may be required to be withheld pursuant to any applicable law or
regulation.


 


(b)            SECTION
409A COMPLIANCE.

 


(i)             
The intent of the Parties is that payments and benefits under this Agreement be exempt from (to the extent possible) Section
409A (“Section 409A”) of the Internal Revenue Code of 1986 and the regulations and guidance promulgated thereunder,
as amended (collectively, the “Code”) and, accordingly, to the maximum extent permitted, this Agreement shall
be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Section
409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original
intent and economic benefit to the Parties of the applicable provision without violating the provisions of Section 409A. In no
event shall Ominto be liable for any additional tax, interest or penalty that may be imposed on Executive by Section 409A or damages
for failing to comply with Section 409A.


 






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(ii)             A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing
for the payment of any amounts or benefits that constitute “nonqualified deferred compensation” under Section 409A
upon or following a termination of employment unless such termination is also a “separation from service” within the
meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination
of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in
this Agreement, if Executive is deemed on the date of termination to be a “specified employee” under Section 409A,
then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation”
under Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or
provided until the earlier of (A) the expiration of the six-month period measured from the date of such “separation from
service” of Executive, and (B) the date of Executive’s death, to the extent required under Section 409A. Upon the expiration
of the foregoing delay period, all payments and benefits delayed pursuant to this Section 18(b)(ii) (whether they would
have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive
in a lump sum on the first business day following the six-month period, and any remaining payments and benefits due under this
Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.


 


(iii)            To
the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified
deferred compensation” for purposes of Section 409A, (A) all expenses or other reimbursements hereunder shall be made
on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive,
(B) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit and
(C) no such reimbursement, expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall in any
way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.


 


(iv)            For
purposes of Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated
as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment
period with reference to a number of days, the actual date of payment within the specified period shall be at the sole discretion
of the Board.


 


(v)            Notwithstanding
any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified
deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted
by Section 409A.


 






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(c)            Modification
of Payments. In the event it shall be determined that any payment, right or distribution by Ominto or any other person
or entity to or for the benefit of Executive pursuant to the terms of this Agreement or otherwise, in connection with, or arising
out of, Executive’s employment with Ominto or a change in ownership or effective control of Ominto or a substantial portion
of its assets (a “Payment”) is a “parachute payment” within the meaning of Code Section 280G on
account of the aggregate value of the Payments due to Executive being equal to or greater than three (3) times the “base
amount,” as defined in Code Section 280G (the “Parachute Threshold”), so that Executive would be subject
to the excise tax imposed by Code Section 4999 (the “Excise Tax”) and the net after-tax benefit that Executive
would receive by reducing the Payments to the Parachute Threshold is greater than the net after-tax benefit Executive would receive
if the full amount of the Payments were paid to Executive, then the Payments payable to Executive shall be reduced (but not below
zero) so that the Payments due to Executive do not exceed the amount of the Parachute Threshold, reducing first any Payments under
Section 7 above.


 


By
signing this Agreement Below, Executive acknowledges that Executive:


 


	 	(1)	has read and understood the entire Agreement;


 


	 	(2)	has had the opportunity to ask questions and consult counsel or other advisors about its terms; and


 


	 	(3)	agrees to be bound by it.


 


In
witness whereof, Ominto has caused this Agreement to be executed in its name and on its behalf, and Executive
acknowledges understanding and acceptance of, and agrees to, the terms of this Agreement, all as of the Effective Date.


 





	OMINTO, INC.	 	MICHAEL HANSEN
	 	 	 
	/s/
    Raoul Quijada	 	/s/
    Michael Hansen
	Raoul Quijada 	 	 
	Chief Financial Officer	 	 







 


 


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