Exhibit 10.46


 





 





 


Trolle
Advokatfirma


Advokatpartnerselskab


Vesterballevej
25


Snoghoj


7000
Fredericia


Advokat
Michael Duelund


j.nr.
13-147094-BJ


 


Promissory
Note


 





	between	Business Across APS
	 	CVR nr. 19302288
	 	Hellersvej 1
	 	4872 Idestrup
	 	(hereinafter called the “Borrower”)
	 	 
	and	Ominto, Inc.
	 	1515 S. Federal Hwy, Suite 307
	 	Boca Raton, FL 33432
	 	USA
	 	(hereinafter called the “Lender”)



  





The Lender has in accordance with this Promissory Note (“Promissory
Note”), agreed to provide the Borrower with a secured loan of USD 900.000 (the “Loan”).


 


The Borrower shall use all the money borrowed under this
agreement to acquire newly issued shares of common stock of Ominto, Inc., 1515 S. Federal Hwy, Suite 307, Boca Raton, FL 33432,
USA (the “Shares”) in accordance with that certain stock purchase agreement between Borrower and Lender dated
of even date herewith. The issue price of the shares is USD 4 per share.


 


The Borrower shall pay interest on the loan at the rate
of 3,5% per annum (“Interest Rate”). Interest shall accrue monthly and shall be payable February 14, 2017.
If the Borrower fails to make any payment due under this Promissory Note, the interest rate will increase to 12% per annum from
the date of nonpayment to the date of actual payment (both before and after judgment).


 


The Borrower shall repay the Loan in full plus any interests
due calculated in accordance with this Promissory Note on February 14, 2017. The Borrower can at any time before February 14, 2017
repay the loan plus any interest due at the time of repayment.


 


As security for the Loan and the Borrower's obligations
under this Promissory Note, the Borrower shall secure the execution and delivery of a personal guaranty (In Danish “Selvskyldnerkaution”)
of the Obligations by Peter Villads Vest Hansen (the “Guarantor”) substantially in the form attached hereto
as Exhibit A (the “Guaranty”).


 


As further security for the Loan and
the Borrower's obligations in accordance with this Promissory Note, the Borrower shall secure a pledge by the Guarantor to the
Lender of the mortgage deed (value DKK 6.000.000) secured on the property matr.. Nr.. 5 n Hillestrup bty, Idestrup, located Hel-lersvej
1, 5872 Idestrup, DK (the “Mortgage Deed”) and upon execution of this Promissory Note, Borrower will ensure
that Guarantor will electronically confirm the pledge using his “NEM ID” on https://www.tinglysning.dk/, enabling
the registration of the pledge on the Mortgage Deed.


 






    	 		 



     

    







 


  


In cases of breach of the Promissory Note by the Borrower,
the Lender can immediately and without further action or judgment or notice to the Borrower demand payment in full of the Loan
and all interest accrued thereon.


 


This Promissory Note is enforceable in accordance with the
Danish Code of Civil Procedure article 478, section 1, no. 5.


 


If the Borrower fails to comply with this Promissory Note,
the Lender is entitled to, in addition to demanding that the Loan and accrued interest and costs be paid in full immediately and
without further action or judgment or notice to the Borrower:


 


	 	1.	Exercise Lender's rights under the Guaranty; and/or


 


	 	2.	Demand that the property in which the Mortgage Deed is registered be sold at a public auction, collect the proceeds, use the proceeds to reduce the amount due under this Promissory Note, and claim any remaining amount be paid by the Guarantor.


 


The parties are aware that the debt becomes obsolete 10 years
after the Promissory Note is issued, but also that the limitation period is interrupted if the Borrower acknowledges the Promissory
Note to the Lender or the Lender has previously made legal steps to collect the debt.


 


This Promissory Note and any dispute or claim (including
non—contractual disputes and claims) arising out of or in connection with it or its subject matter or formation shall be
governed by and construed in accordance with the Danish Laws.


 


The Parties agree that the Courts of Denmark shall have exclusive
jurisdiction over any dispute or claim that arises out of, or in connection with this Promissory Note.


 


This Promissory Note is signed in an original version that
is being kept by the Lender and a copy that is being kept by the Borrower.


 


13-12-2016 





 





	idestrup,	 	 	 
	 	 	 	 
	BROROWER	 	LENDER
	Business Across ApS	 	Ominto, Inc.
	 	 	 	 
	/s/ Peder Villads Vest-Hansen	 	By:	/s/ Michael Hansen
	Peder Villads Vest-Hansen	 	 	 
	Managing Dirrector	 	Name:	Michael Hansen
	 	 	 	 
	 	 	Title:	CEO



 


 






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Exhibit A

Guaranty


 


 




 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


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