Exhibit
10.1


 


EXECUTION
VERSION


 


SHARE
EXCHANGE AGREEMENT


 


THIS
SHARE EXCHANGE AGREEMENT (“Agreement”) is made and entered into this 13th day of December, 2016
(the “Agreement Date”), by and between Ominto, Inc. (“Ominto”); and Lani Pixels A/S (“Lani
Pixels”). Ominto and Lani Pixels are sometimes referred to individually as a “Party” and collectively
as the “Parties”.


 


RECITALS


 


WHEREAS,
Lani Pixels desires to acquire one million two hundred eighty-five thousand seven hundred fourteen (1,285,714) shares of Ominto’s
common stock (the “Ominto Shares”) at a price of three and one-half United States Dollars (USD 3.50) per share
for an aggregate price of four million five hundred thousand United States Dollars (USD 4,500,000) in exchange for the Consideration,
as defined below; and


 


WHEREAS,
Ominto desires to sell the Ominto Shares to Lani Pixels in accordance with the terms set forth in this Agreement.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the promises and mutual covenants set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:


 


1.            PURCHASE
AND TRANSFER OF SHARES


 


1.1       Sale
of Ominto Shares. Upon the receipt by Ominto of the Consideration on the Closing Date, as defined below, Ominto hereby
sells, grants, and assigns to Lani Pixels, and Lani Pixels purchases and accepts from Ominto, free and clear of all
Encumbrances, as defined below, and subject to the terms of this Agreement, all of Ominto’s right, title and interest
in and to Ominto Shares.


 


1.2       For
purposes of this Agreement, “Encumbrance” means any lien, pledge, hypothecation, charge, security
interest, encumbrance, equity, trust, equitable interest, claim, preference, right of possession, lease, license,
encroachment, covenant, infringement, interference, order, proxy, option, right of first refusal, preemptive right, community
property interest, legend, defect, impediment, exception, reservation, limitation, impairment, imperfection of title,
condition, or restriction of any nature.


 


1.3       The
“Closing Date” shall be the date mutually agreed to by the Parties after the Closing Conditions set forth
in Section 6 are satisfied. On the Closing Date, the Consideration shall be delivered to Ominto and Ominto Shares shall be
transferred to Lani Pixels.


 




     


     


    

 


EXECUTION
VERSION


 


2.            CONSIDERATION


 


2.1       Consideration.
In consideration of the sale and assignment by Ominto of Ominto Shares, Lani Pixels hereby agrees to issue and/or transfer to
Ominto on the Closing Date, free and clear of all Encumbrances, all right, title, and interest in and to shares of Lani Pixels’s
common stock (the “Lani Pixels Shares” or the “Consideration”) which will represent, in
the aggregate, twenty percent (20%) of the issued and outstanding common stock of Lani Pixels on a fully diluted basis.


 


3.            REPRESENTATIONS
AND WARRANTIES OF OMINTO


 


Ominto
hereby makes the following representations and warranties to Lani Pixels as of the Agreement Date and the Closing Date (other
than representations and warranties that are made as of a specific date, which representations and warranties shall have been
true and correct as of such date), which representations and warranties are made for the express purpose of inducing Lani Pixels
to enter into this Agreement and consummate the transactions contemplated hereby.


 


3.1       Organization,
Good Standing and Authority. Ominto is a corporation duly organized, validly existing, and in good standing under the
laws of Nevada, and has authority to enter into this Agreement and perform its obligations hereunder. This Agreement
constitutes a valid and binding agreement of Ominto enforceable in accordance with its terms. Neither the execution and
delivery of this Agreement nor the consummation by Ominto of the transactions contemplated hereby, nor compliance by Ominto
with any of the provisions hereof, will (i) constitute a violation of or default under, any contract, instrument, commitment,
agreement, understanding, arrangement, or restriction of any kind to which Ominto is a party, or by which Ominto or the
Ominto Shares may be bound, or (ii) violate any rule, regulation, law, statute, ordinance, judgment, order, writ, injunction,
or decree of any court, administrative agency, or governmental body applicable to Ominto or the Ominto Shares.


 


3.2       No
Breach. The execution and delivery of this Agreement by Ominto on the Closing Date is not an event which, of itself or
with the giving of notice or the passage of time, or both, could constitute a violation of or conflict with or result in any
breach of, or default under the terms, conditions, or provisions of any judgment, law, or regulation, or Ominto’s
charter documents, or any agreement or instrument to which Ominto is a party or by which it is bound.


 


3.3       No
Broker. Ominto represents that it has not engaged any broker or finder in connection with this transaction. Ominto will
indemnify and hold harmless Lani Pixels for any cost or expense including, but not limited to, court costs and reasonable
attorneys’ fees incurred by Lani Pixels as a result of a claim by any broker or finder based upon dealings by Ominto
with such broker or finder.


 


3.4       Disclosure.
No representation or warranty made by Ominto in this Agreement or in any document furnished in connection herewith contains any
untrue statement of a material fact or omits to state any material fact necessary to make the statements herein or therein not
misleading.


 




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EXECUTION
VERSION


 


3.5       Capitalization. The
authorized capital stock of Ominto consists of 200,000,000 shares of common stock, of which 13,935,315 shares are
validly issued and outstanding. All of such issued and outstanding shares were validly issued in compliance with applicable
law, are fully paid and non assessable. There is no existing option, warrant, call, commitment or other agreement to which
Ominto is a party requiring, and there are no convertible securities of Ominto outstanding which upon conversion would
require, the issuance of any additional shares of capital stock of Ominto or other securities convertible into shares of
capital stock of Ominto.


 


3.6       Financial
Statements. Ominto has delivered to Lani Pixels true and correct copies of the most-recently prepared balance sheet and
income statement of Ominto and compiled financial statements of Ominto for the prior two fiscal years (collectively, the
“Ominto Financial Statements”). The Ominto Financial Statements have been prepared in accordance with
GAAP, applied on a consistent basis throughout the periods covered thereby, and present fairly the financial condition of
Ominto as of and for their respective dates. Ominto does not have any liabilities which are not reflected on the Ominto
Financial Statements. Ominto’s books and records (including all financial records, business records, customer lists,
and records pertaining to products or services delivered to customers) (i) are complete and correct in all material respects
and all transactions to which Ominto is or has been a party are accurately reflected therein in all material respects, (ii)
reflect all discounts, returns and allowances granted by Ominto with respect to the periods covered thereby, (iii) form the
basis for the Ominto Financial Statements and (iv) reflect in all material respects the assets, liabilities, financial
position, and results of operations of Ominto. All computer-generated reports and other computer output included in such
Ominto’s books and records are complete and correct in all material respects and were prepared in accordance with sound
business practices based upon authentic data. Ominto’s management information systems are adequate for the preservation
of relevant information and the preparation of accurate reports. During the period commencing on the date of the most-recent
Ominto Financial Statement and ending on the Closing Date, (a) there have been no material adverse changes in the Ominto
Financial Statements or in the financial condition or prospects of Ominto; and (b) Ominto has conducted its business in the
ordinary course of business consistent with past practices.


 


3.7       Taxes. Ominto
has timely and appropriately filed all tax returns as required to be filed. All tax returns filed by Ominto are true, correct
and complete in all respects. All taxes owed (or required to be remitted) by Ominto (whether or not shown or required to be
shown on any tax return) have been timely paid. No claim has been made by any governmental body in a jurisdiction
where Ominto does not file tax returns that Ominto is or may be subject to the payment, collection or remittance of any tax
of that jurisdiction or is otherwise subject to taxation by that jurisdiction. There are no Encumbrances of any kind on any
of the assets of Ominto in connection with, or otherwise related to, any failure (or alleged failure) to pay any
tax.


 


3.8       Litigation;
No Violation. There is no legal or administrative proceeding pending, threatened or anticipated against Ominto. Ominto
has no knowledge of any event that has occurred or circumstance that exists that would reasonably be expected to give rise to
or serve as a basis for the commencement of any legal or administrative proceeding. Ominto is not in violation of any
applicable laws including, without limitation, labor, employment, and environmental laws, or in breach or default of any
agreement, document, judgment, injunction, order or decree binding upon Ominto which could reasonably be expected to result
in a material adverse effect on Ominto.


 




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EXECUTION
VERSION


 


3.9       Title
to Shares. Ominto, on the Closing Date, shall have (A) good and valid title to the Ominto Shares, free and clear of all
Encumbrances, and (B) the right to sell, assign, and transfer the Ominto Shares (with all voting rights) to Lani Pixels ,
free and clear of any restrictions on such transfer.


 


4.            REPRESENTATIONS
AND WARRANTIES OF LANI PIXELS


 


Lani
Pixels hereby makes the following representations and warranties to Ominto as of the Agreement Date and the Closing Date (other
than representations and warranties that are made as of a specific date, which representations and warranties shall have been
true and correct as of such date), which representations and warranties are made for the express purpose of inducing Ominto to
enter into this Agreement and consummate the transactions contemplated hereby.


 


4.1       Organization,
Good Standing, and Authority. Lani Pixels is a limited liability corporation duly organized, validly existing, and in
good standing under the laws of Denmark and has authority to enter into this Agreement and perform its obligations hereunder.
This Agreement constitutes a valid and binding agreement of Lani Pixels enforceable in accordance with its terms.


 


4.2       No
Breach. The execution and delivery of this Agreement by Lani Pixels on the Closing Date is not an event which, of itself
or with the giving of notice or the passage of time, or both, could constitute a violation of or conflict with or result in
any breach of, or default under the terms, conditions, or provisions of any judgment, law, or regulation, or Lani
Pixels’s charter documents, or any agreement or instrument to which Lani Pixels is a party or by which it is
bound.


 


4.3       No
Broker. Lani Pixels represents that it has not engaged any broker or finder in connection with this transaction. Lani
Pixels will indemnify and hold harmless Ominto for any cost or expense including, but not limited to, court costs and
reasonable attorneys’ fees incurred by Ominto as a result of a claim by any broker or finder based upon dealings by
Lani Pixels with such broker or finder.


 


4.4       Disclosure. No
representation or warranty made by Lani Pixels in this Agreement or in any document furnished in connection herewith
contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements herein
or therein not misleading.


 


4.5       Capitalization. The
authorized capital stock of Lani Pixels consists of 3,751,000 shares of common stock, of which 3,001,000 shares are
validly issued and outstanding. All of such issued and outstanding shares were validly issued in compliance with applicable
law, are fully paid and non assessable. There is no existing option, warrant, call, commitment or other agreement to which
Lani Pixels is a party requiring, and there are no convertible securities of Lani Pixels outstanding which upon conversion
would require, the issuance of any additional shares of capital stock of Lani Pixels or other securities convertible into
shares of capital stock of Lani Pixels.


 




    	 	-4-	 



     


    

 


EXECUTION
VERSION


 


4.6       Title
to Shares. Lani Pixels, on the Closing Date, shall have (A) good and valid title to the Lani Pixels Shares, free and
clear of all Encumbrances, and (B) the right to sell, assign, and transfer the Lani Pixels Shares (with all voting rights) to
Ominto, free and clear of any restrictions on such transfer.


 


4.7       Financial
Statements. Lani Pixels has delivered to Ominto true and correct copies of the most-recently prepared balance sheet and
income statement of Lani Pixels and compiled financial statements of Lani Pixels for the prior two fiscal years
(collectively, the “Lani Pixels Financial Statements”). The Lani Pixels Financial Statements have been
prepared in accordance with GAAP, applied on a consistent basis throughout the periods covered thereby, and present fairly
the financial condition of Lani Pixels as of and for their respective dates. Lani Pixels does not have any liabilities which
are not reflected on the Lani Pixels Financial Statements. Lani Pixels’s books and records (including all financial
records, business records, customer lists, and records pertaining to products or services delivered to customers) (i) are
complete and correct in all material respects and all transactions to which Lani Pixels is or has been a party are accurately
reflected therein in all material respects, (ii) reflect all discounts, returns and allowances granted by Lani Pixels with
respect to the periods covered thereby, (iii) form the basis for the Lani Pixels Financial Statements and (iv) reflect in all
material respects the assets, liabilities, financial position, and results of operations of Lani Pixels. All
computer-generated reports and other computer output included in such Lani Pixels’s books and records are complete and
correct in all material respects and were prepared in accordance with sound business practices based upon authentic data.
Lani Pixels’s management information systems are adequate for the preservation of relevant information and the
preparation of accurate reports. During the period commencing on the date of the most-recent Lani Pixels Financial Statement
and ending on the Closing Date, (a) there have been no material adverse changes in the Lani Pixels Financial Statements or in
the financial condition or prospects of Lani Pixels; and (b) Lani Pixels has conducted its business in the ordinary course of
business consistent with past practices.


 


4.8       Taxes. Lani
Pixels has timely and appropriately filed all tax returns as required to be filed. All tax returns filed by Lani Pixels are
true, correct and complete in all respects. All taxes owed (or required to be remitted) by Lani Pixels (whether or not
shown or required to be shown on any tax return) have been timely paid. No claim has been made by any governmental body in a
jurisdiction where Lani Pixels does not file tax returns that such Lani Pixels is or may be subject to the payment,
collection or remittance of any tax of that jurisdiction or is otherwise subject to taxation by that jurisdiction. There are
no Encumbrances of any kind on any of the assets of Lani Pixels in connection with, or otherwise related to, any failure (or
alleged failure) to pay any tax.


 


4.9       Litigation;
No Violation. There is no legal or administrative proceeding pending, threatened or anticipated against Lani Pixels.
Lani Pixels has no knowledge of any event that has occurred or circumstance that exists that would reasonably be expected to
give rise to or serve as a basis for the commencement of any legal or administrative proceeding. Lani Pixels is not in
violation of any applicable laws including, without limitation, labor, employment, and environmental laws, or in breach or
default of any agreement, document, judgment, injunction, order or decree binding upon Lani Pixels which could reasonably be
expected to result in a material adverse effect on Lani Pixels.


 




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EXECUTION
VERSION


 


4.10       Board of Directors. Lani Pixels acknowledges and agrees that it shall take all steps necessary to ensure that Ominto receives
a minimum of two (2) seats on the Board of Directors of Lani Pixels upon the merger of Lani Pixels with Advanced Oxygen Technologies,
Inc.


 


4.11       Negative Covenants. After the closing of the transactions contemplated herein, without the prior written consent of Ominto,
Lani Pixels shall not:


 


(i)            incur any secured or unsecured indebtedness except in the ordinary course of business; and


 


(ii)          other than up to five percent (5%) of the fully-diluted shares as of the date of closing in connection with any option plan, issue
any additional shares, any options to issue shares, or any other instruments convertible into shares.


 


5.            CONFIDENTIALITY


 


5.1       The
Parties agree that, in connection with this Agreement, the Parties have disclosed and intend to further disclose to each
other information that is considered confidential and proprietary or otherwise not generally available to the public. In
order to protect their proprietary, confidential, and otherwise non-public information, the Parties agree to the following
provisions with respect to confidentiality of information.


 


5.2       As
used in this Section 5.2, “Confidential Information” means all nonpublic information previously disclosed
or that will be disclosed by one party, its affiliates or its or their respective agents (the “Disclosing
Party”) to the other party, its affiliates, or its agents (the “Receiving Party”) that is
designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure,
reasonably should be considered as confidential. Confidential Information includes, but is not limited to, whether or not
designated as confidential: (i) nonpublic information relating to the Disclosing Party’s technology, customers,
distributors, business plans, promotional and marketing activities, finances, and other business affairs, and (ii)
third-party information that the Disclosing Party is obligated to keep confidential. Confidential Information does not
include any information that (w) is or becomes publicly available without breach of this Section 5, (x) can be shown by
documentation to have been known to the Receiving Party at the time of its receipt from the Disclosing Party without
obligation of confidentiality, (y) is received from a third party who, to the knowledge of the Receiving Party, did not
acquire or disclose such information by a wrongful or tortious act, or (z) can be shown by documentation to have been
independently developed by the Receiving Party without reference to any Confidential Information.


 




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EXECUTION
VERSION


 


5.3       The
Receiving Party may use Confidential Information of the Disclosing Party only in connection with this Agreement. Except as expressly
provided in this Section, the Receiving Party may not disclose Confidential Information to anyone without the Disclosing Party’s
prior written consent. The Receiving Party will take all reasonable measures to avoid unauthorized disclosure, dissemination,
or use of Confidential Information; and, in any event, such measures will not be less that the Receiving Party currently employs,
if any, to protect its own confidential information from unauthorized disclosure, dissemination, or use. The Receiving Party will
restrict the possession, knowledge and use of Confidential Information to its representatives who have a need to know Confidential
Information in connection with this Agreement. Receiving Party must inform all representatives of the confidential nature of the
information, and all representatives must expressly agree to treat the information as confidential in accordance with this Section
5. The Receiving Party is fully responsible for any breach of this Section 5 by its representatives.


 


5.4       The
Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that
have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent
permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only
such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain
confidential treatment for any Confidential Information so disclosed.


 


5.5       The
Receiving Party acknowledges that disclosure or use of Confidential Information in violation of this Section 5 could cause
irreparable harm to the Disclosing Party for which monetary damages may be difficult to ascertain or an inadequate remedy.
The Receiving Party agrees that the Disclosing Party has the right, in addition to its other rights and remedies under this
Agreement, to seek injunctive relief for any threatened or actual violation of this Section 5, without any requirement to
post bond or provide similar security.


 


6.            CONDITIONS
TO CLOSING


 


6.1       Conditions to Closing. Each Party’s obligation to consummate the transactions set forth herein will be subject to
satisfaction or waiver by the appropriate Party of each the following conditions on or before the Closing Date:


 


		(a)	The
                                         contemplated transactions have been approved by Ominto’s Board of Directors.



		 	



		(b)	Ominto’s
                                         satisfaction with the results of its due diligence review of Lani Pixels.



		 	



		(c)	Lani
                                         Pixels’s satisfaction with the results of its due diligence review of Ominto.



		 	



		(d)	The
                                         representations and warranties of each Party shall be true and correct as of the Agreement
                                         Date and as of the Closing Date as if made on the Closing Date (other than representations
                                         and warranties that are made as of a specific date, which representations and warranties
                                         shall have been true and correct as of such date).



 





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EXECUTION
VERSION


 


7.            OTHER
PROVISIONS


 


7.1       Governing
Law. This Agreement will be construed and interpreted according to the laws of the State of Florida, United States
without reference to its conflicts of law principles and Lani Pixels and Ominto consent to exclusive jurisdiction and venue
in the state and federal courts located in and for Palm Beach County, Florida, United States. The Parties hereby consent to
the jurisdiction of such courts and irrevocably waive any objections thereto, including without limitation, on the basis of
improper venue or forum non conveniens.


 


7.2       Waiver. Any
Party may, at its option, waive only by written notice, any and all of the conditions to which its obligations under
this Agreement are subject. No delay on the part of any Party in the exercise of any right or remedy will operate as a waiver
thereof, and no single or partial exercise of any right or remedy will preclude other or further exercise thereof or the
exercise of any other right or remedy. All remedies provided herein or otherwise available (including at law or in equity)
will be cumulative. The waiver or non-enforcement of any breach of any provision of this Agreement will not operate or be
construed as a waiver of any subsequent breach. No waiver will be legally operative unless in writing and signed by the Party
to be bound.


 


7.3       Attorneys’
Fees. In any suit or action brought to enforce this Agreement, the exhibits or schedules attached hereto or any other
signed instrument referred to herein, or to obtain an adjudication, declaratory or otherwise, of rights hereunder or
thereunder, the losing Party will pay to the prevailing Party reasonable attorneys’ fees and all other costs and
expenses which may be incurred by the prevailing Party in such action. In the event that both Parties prevail, in part, the
court will have the discretion to award fees and costs as it deems equitable.


 


7.4       Amendment
and Modifications. The Parties may amend, modify or supplement this Agreement in such manner as may be agreed upon but
only by a written instrument dated subsequent to the date of this Agreement and signed by the Parties.


 


7.5       Entire
Agreement. This Agreement constitutes the entire agreement among the undersigned and supersedes all prior agreements and
understandings, oral and written, among the Parties with respect to the subject matter hereof. In case of a conflict between
a provision of this Agreement and a provision of an exhibit or schedule included herein, the provision of this Agreement will
control. The Recitals and all exhibits and schedules to this Agreement are hereby incorporated into this Agreement as if
fully set forth herein.


 


7.6       Expenses. Except
as otherwise provided in this Agreement, the Parties will pay their respective expenses incurred in connection with the
preparation, execution, and delivery of this Agreement and the consummation of the transactions contemplated
hereby.


 


7.7       Survival. All
representations, warranties, covenants, and agreements made by the Parties in the Agreement will survive the execution and
closing of the transactions contemplated hereby. All provisions which by their nature are meant to survive closing shall
survive closing for the applicable statute of limitations.


 




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EXECUTION
VERSION


 


7.8       Notices,
Etc. All notices, requests, consents, approvals, or authorizations in connection with this Agreement: (a) must be given
in writing; and (b) will be deemed given as of (i) the day they are delivered on paper by a globally recognized express
delivery service (such as FedEx Express, DHL, or UPS), addressed as set forth below, or (ii) if delivery is unsuccessful, the
first date such delivery is attempted or refused:


 


	If to Lani Pixels:	Lani Pixels A/S
	 	Smedevej 5
	 	DK-7190 Billund

                                                                                 Denmark

	 	 
	If to Ominto:	Ominto, Inc.
	 	ATTN: Raoul Quijada
	 	1515 S. Federal Highway, Suite 307
	 	Boca Raton, FL 33432
	 	 
	With a copy to:	K&L Gates LLP
	 	ATTN: Clayton Parker
	 	200 South Biscayne Blvd., Suite 3900

 Miami, FL 33131




 


Such
addresses may be changed, from time to time, by means of a written notice delivered by the Party seeking to change such address
in the manner provided for in this Section 7.8.


 


7.9       Service
of Process. Each Party which does not have an address in the United States shall appoint an agent for service of process
in the United States and shall provide to the other Party the name and address of such agent upon execution of this
Agreement.


 


7.10.    Assignment. This Agreement may not be assigned by either Party without the prior written consent of the other Party.


 


7.11     Invalidity.
The invalidity or unenforceability of any term or provision of this Agreement or the application of such term or provision to
any person or circumstance will not impair or affect the remainder of this Agreement or its application to other persons and
circumstances, and the remaining terms and provisions will remain in full force and effect, so long as the economic or legal
substance of the transactions provided for in this Agreement is not affected in any manner materially adverse to any Party.
Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the
Parties further agree to use good faith efforts to replace such void and unenforceable provision of this Agreement with a
valid and enforceable provision that will achieve, to the extent possible, the original intent of the Parties in order that
the transactions provided for in this Agreement are consummated as originally contemplated to the fullest extent
possible.


 




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EXECUTION
VERSION


 


7.12       Counterparts. This Agreement may be signed in counterparts, each of which will be deemed an original and all of which will
together constitute one agreement. Delivery of an executed signature page to this Agreement by a Party by electronic transmission,
including fax or email, will be as effective as delivery of a manually executed copy of the Agreement by such Party.


 


7.13       Indemnification. From and after the Closing Date, each Party (for purposes of this Section 7.13, the “Indemnifying
Party”) shall indemnify and hold harmless the other Party (for purposes of this Section 7.13, the “Indemnified
Party”) from and against any and all losses, claims, damages, liabilities, penalties, judgments, suits, costs and expenses
(including reasonable legal fees and disbursements, which shall be reimbursed periodically as incurred) that are suffered or incurred
by the Indemnified Party arising out of, resulting from, or relating to any of the following matters:


 


(a)   
the inaccuracy of any representation or warranty made by the Indemnifying Party in this Agreement;


 


(b)   
the inaccuracy of any information provided by the Indemnifying Party as part of the due diligence process;


 


(c)   
the failure by the Indemnifying Party to perform any covenant or agreement made by the Indemnifying Party in this Agreement; and


 


(d)  
the breach of any provision of this Agreement by the Indemnifying Party.


 


Signature
Page Follows


 




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EXECUTION
VERSION


 


IN
WITNESS WHEREOF, the Parties have duly executed this Agreement on the date first above written.


 


	LANI
    PIXELS A/S	 
	 	 
	By:	/s/ Kim
Pagel	 
	Print Name:	KIM
PAGEL	 
	Title:	CEO/CREATIVE
DIRECTOR	 


 


	OMINTO,
    INC.	 
	 	 
	By:	/s/
Michael Hansen	 
	Print Name:	MICHAEL
HANSEN	 
	Title:	CEO	 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Signature Page
to Share Exchange Agreement