Exhibit
10.21


 


STOCK
PURCHASE AGREEMENT


 


This
STOCK PURCHASE AGREEMENT (this "Agreement") is made as of August 13, 2015, by and between Ominto, Inc., a Nevada corporation
("Ominto" or "Company"), and each of the persons signatory hereto (each a “Buyer” and, collectively,
the “Buyers”).


 


IN
CONSIDERATION of the premises and mutual covenants contained herein, Buyers and Ominto agree as follows:


 


1.            Purchase
of Stock/Issuance of Warrants. Each Buyer hereby agrees to purchase from Ominto, and Ominto hereby agrees to sell to Buyer
the number of shares set forth after its name on the signature page hereto of shares of Common Stock of Ominto , at a price of
ten cents (US$.10) per share, and to concurrently deliver the purchase price set forth next to their name on the signature line
(payable in United States Dollars) to Ominto. Pursuant to this Agreement, the Company is selling a total of twenty million (20,000,000)
shares of its common stock to the Buyers for total consideration of two million dollars (US$2,000,000). In consideration for the
purchase, the Company is concurrently issuing Buyers a Warrant to purchase up to 25 million shares of stock at a price of ten
cents ($0.10) per share of stock (the "Warrant"). The Warrrant shall be exercisable for a period of one year. A form
of Warrant is attached hereto as Exhibit A. The Warrant and the shares of Common Stock purchased hereunder shall be referred to
as the "Stock".


 


2.            Representations
and Warranties of Buyers. Each Buyer represent and warrant to Ominto as follows:


 


2.1         Investment.
The Stock is being acquired for investment for Buyer's own account, not as a nominee or agent, and not with a view to the sale
or distribution of all or any part thereof.


 


2.2         Not
Registered. Buyer understands that the Stock is not registered under the Securities Act of 1933 (the "Act")
or under any other applicable blue sky or state securities law, on the ground that the sale provided for in this Agreement and
the issuance of securities hereunder is exempt from registration under the Act pursuant to Section 4(2) thereof and the regulations
thereunder and are exempt from qualification pursuant to comparable available exceptions in various states, and that Ominto's
reliance on such exemptions is predicated on Buyer’s representations set forth herein.


 


2.3         Status.
Each Buyer is a sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor (as defined
in Rule 501 of Regulation D), and each Buyer has such experience in business and financial matters that it is capable of evaluating
the merits and risks of an investment in the Stock. Each Buyer acknowledges that an investment in the Stock is speculative and
involves a high degree of risk. No Buyer is an officer, director or Affiliate (as that term is defined in Rule 405 of the Act)
of the Company.


 


2.4         Resale.
Each Buyer represents that he or it (a) has liquid assets sufficient to assure that the purchase of the Stock will cause no undue
financial difficulties, (b) can afford the complete loss of his or its investment, and (c) can provide for current needs and possible
contingencies without the need to sell or dispose of the Stock.


 






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2.5         Control.
Buyers are aware that Ominto is controlled by Michael Hanson (the "Principal"), who owns over 50% of its voting control.


 


2.6         Access
to Information. Each Buyer represents and warrants that he (a) is aware of the character, business acumen and general
business and financial circumstances of Ominto; (b) has the requisite knowledge and experience to assess the relative merits and
risks of a purchase of the Stock; (c) has received and has carefully read and evaluated copies of all documents relevant to the
purchase and sale contemplated hereby, including without limitation this Agreement and the documents filed by the Company with
the SEC pursuant to the Securities and Exchange Act of 1934 (the "34 Act"); and (d) has had full opportunity to ask
questions and receive answers concerning the transactions contemplated hereby and thereby, and concerning Ominto, its business
and financial condition.


 


2.7         Risk
Factors. Each Buyer has read and understands the Risk Factors which are included in the Company's most recent filings
under the 34 Act (including the Annual Report on Form 10-K filed on April 15, 2015), and hereby represents and warrants that in
purchasing the Stock, Buyers is solely and fully undertaking the risk of investment in the Stock.


 


2.8         Legends.
Each Stock certificate shall bear the following legends (unless Ominto receives an acceptable opinion of counsel that any such
legend is not required):


 


THE
SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 OR THE
LAWS OF ANY STATE, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID
ACT AND APPLICABLE STATE LAWS, OR AN EXEMPTION FROM THE REGISTRATION AND QUALIFICATION REQUIREMENTS THEREOF.


 


2.9         Taxes.
Each Buyer (a) understands that there may be tax consequences resulting from the purchase, ownership and/or sale of the Stock,
and (b) represents and warrants that (i) he or it has had a full opportunity to seek the advice of independent counsel respecting
this investment and the tax risks and implications thereof, (ii) he or it has not relied only upon such independent tax advice
and not upon any tax counsel from, or discussions with, Ominto or Ominto's representatives, and (iii) he or it has never been
notified by the Internal Revenue Service that Buyer is subject to 20% backup withholding.


 


2.10         Acknowledgment
of Concurrent Offering. Each Buyer acknowledges that they have been informed that the Company may at its own discretion
conduct further private placements of shares of its Common Stock for any higher or lower price than this offering, following and/or
simultaneously to this offering. Each Buyer furthermore understands, that the Company may have offered Stock through private placement
prior to this offering for any higher or lower price than this offering.


 






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3.            General
Provisions





 


3.1         Complete
Agreement; Modifications. This Agreement and any documents referred to herein or executed contemporaneously herewith constitute
the parties' entire agreement with respect to the subject matter hereof and supersede all prior or contemporaneous agreements,
representations, warranties, statements, promises and understandings, whether oral or written, with respect to the subject matter
hereof. This Agreement may not be amended, altered or modified except by a writing signed by the parties.


 


3.2         Additional
Documents. Each party hereto agrees to execute any and all further documents and writings and to perform such other actions
which may be or become necessary or expedient to effectuate and carry out this Agreement.


 


3.3         Notices.
Unless otherwise specifically permitted by this Agreement, all notices under this Agreement shall be in writing and shall be delivered
by personal service, telecopy, federal express or comparable overnight service, certified mail (if such service is not available,
then by first class mail), postage prepaid, or email to Ominto's corporate offices, and to the address of Buyers as set forth
on the signature page of this Agreement. Any notice sent by certified mail shall be deemed to have been given three (3) days after
the date on which it is mailed. All other notices shall be deemed given when received. No objection may be made to the manner
of delivery of any notice actually received in writing by an authorized agent of a party.


 


3.4
         Disputes.


 


3.4.1         Governing
Law; Jurisdiction. All questions with respect to the Agreement and the rights and liabilities of the parties will be governed
by the laws of the state of Washington. Any and all disputes between the parties which may arise pursuant to this Agreement not
covered by arbitration will be heard and determined before an appropriate federal or state court located within 25 miles of the
Company's headquarters in Bellevue Washington. The parties hereto acknowledge that such court has the jurisdiction to interpret
and enforce the provisions of this Agreement and the parties waive any and all objections that they may have as to personal jurisdiction
or venue in any of the above courts.


 


3.4.2
         Arbitration as Exclusive Remedy. Except for actions seeking
injunctive relief, which may be brought before any court having jurisdiction, any claim arising out of or relating to (i) this
Agreement, including without limitation its validity, interpretation, enforceability or breach whether based on breach of covenant,
breach of an implied covenant or intentional infliction of emotional distress or other tort of contract theories, which are not
settled by agreement between the parties, shall be settled by arbitration located within 25 miles of the Company's headquarters
before a single arbitrator in accordance with the American Arbitration Association then in effect. The parties hereby (i) consent
to the in personam jurisdiction of the Superior Court of the state of the Company's headquarters for purposes of confirming any
such award and entering judgment thereon and (ii) agree to use their best efforts to keep all matters and relating to any arbitration
hereunder confidential. Each party agrees that the arbitration provisions of this Agreement are its exclusive remedy and expressly
waives any right to seek redress in another forum. The fees of the arbitrator shall be borne equally by each party.





 






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3.4.3         Attorneys'
Fees. In any dispute between the parties hereto or their representatives concerning any provision of this Agreement
or the rights and duties of any person or entity hereunder, the party or parties prevailing in such dispute shall be entitled,
in addition to such other relief as may be granted, to the reasonable attorneys' fees and court costs incurred by reason of such
litigation.


 


3.5         Waivers
Strictly Construed. With regard to any power, remedy or right provided herein or otherwise available to any party
hereunder (i) no waiver or extension of time shall be effective unless expressly contained in a writing signed by the waiving
party; and (ii) no alteration, modification or impairment shall be implied by reason of any previous waiver, extension of time,
delay or omission in exercise, or by any other indulgence.


 


3.6         Fees
and Expenses. Company and each Buyer agree to pay its own expenses incident to the performance of its obligations
hereunder.


 


3.7         Brokerage.
The Company on one hand and each Buyer on the other hand represents to the other that it has had no dealings in connection
with this transaction with any finder or broker who will demand payment of any fee or commission from the other.


 


3.8         Use of Proceeds. The primary use of proceeds is for
repayment of outstanding advances from the Company's largest shareholder.


 


3.9         US
Dollars. All references to currency in this Agreement refer to United States dollars.


 


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3.10         
Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument. Signature pages received by pdf of
facsimile shall be considered original signatures.


 


IN
WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written.


 





	Ominto, Inc.	 
	 	 
	By:	/s/
    Ivan Braiker	 
	 	Ivan
    Braiker, President	 


 





Buyers
(Name, Number of shares of Stock purchased, number of Warrants to be issued, and Address of Buyer):


 





	Joseph
    Saouma:	Purchase: 20
    Million shares for US$ 2,000,000
	Amine Gemayel
    street 226	Warrant to purchase
    25 Million shares for $ 0.10 per share
	Beirut, Achrafieh	 
	Lebanon	



 








	Signature:	 /s/ Joseph Saouma	 





 


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