Exhibit 10.26


 


CONVERSION AGREEMENT


 


This CONVERSION AGREEMENT
(this "Agreement") is made as of August ___, 2015, by and between Ominto, Inc., a Nevada corporation ("Ominto"
or "Company"), and Michael Hansen ("Hansen”).


 


Recitals


 


A.    
      Hansen is the founder, former CEO and current director and majority shareholder (including the
voting power of the Super Voting Preferred currently held by Hansen) of the Company.


 


B.           As of August 1, 2015, Hansen currently
was owed in excess of $4.8 million by the Company. This includes $1.5 million of debt reflected in a promissory note which is
due in December 2015, $2.6 million in advances and $735,000 in deferred salary. The Company is raising funds in a private placement
to repay up to $2.5 million of its debt to Hansen. 


 


C.           Hansen is willing to convert a portion
of the remaining outstanding debt to common stock of the Company at the Company most recent private placement price (without consideration
of any additional warrants issued to cash investors), which is US$0.10 per share of common stock.


 


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


 


1.        Conversion
of Debt. Hansen agrees to convert two million dollars ($2,000,000) of the Company's outstanding debt to common stock of
Ominto, at a price of ten cents (US$0.10) per share. Pursuant to this Agreement, the Company agrees to promptly issue twenty million
(20,000,000) shares of its common stock to Hansen in exchange for the reduction of the Company's debt to Hansen in the amount
of two million dollars (US$2,000,000). The shares of common stock issued to Hansen hereunder shall be referred to as the "Stock".



 


2.        Representations
and Warranties of Hansen. Hansen represents and warrants to Ominto as follows: 


 


2.1         Investment.
The Stock is being acquired for investment for Hansen'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. Hansen 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 Hansen’s representations set forth herein. 


 






     

     

    

 


2.3        Status.
Hansen 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 Hansen has such experience in business and financial matters that it is capable of evaluating
the merits and risks of an investment in the Stock. Hansen acknowledges that an investment in the Stock is speculative and involves
a high degree of risk.


 


2.4        Resale.
Each Hansen 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.


 


2.5        Access
to Information. Hansen 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. 


 


2.6        Risk
Factors. Hansen 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, Hansen 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. Hansen (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 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 has never been notified by the Internal Revenue Service that he is subject to 20% backup
withholding.


 


2.10      Acknowledgment
of Concurrent Offering. Hansen acknowledges that he has 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. 


 






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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 Hansen 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 Hansen agree to pay its own expenses incident to the performance of its obligations hereunder.


 


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


 


3.8        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:	Ivan
    Braiker, President	 
		 	 
	Hansen	 
	 	 	 
	Signature:	Michael
    Hansen	 
	 	 	 


 


 


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