Exhibit 10.1


 


EXECUTION COPY


 


SHARE
EXCHANGE AGREEMENT


 


THIS
SHARE EXCHANGE AGREEMENT (“Agreement”) is made and entered into this _14_ day of September, 2016 (the “Agreement
Date”), by and between Ominto, Inc. (“Ominto”); and Quant Systems, Inc. (“Quant”).
Ominto and Quant are sometimes referred to individually as a “Party” and collectively as the “Parties”.


 


RECITALS


 


WHEREAS,
Quant desires to acquire one million four hundred twenty-eight thousand five hundred seventy-one (1,428,571) shares of Ominto’s
common stock (the “Ominto Shares”) in exchange for the Consideration, as defined below; and


 


WHEREAS,
Ominto desires to sell Ominto Shares to Quant 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


 


1.1Sale
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 Quant, and Quant 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.


 


1.2For
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.


 


1.3The
“Closing Date” shall be the date mutually agreed to by the Parties that is not earlier than five
business days 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 Quant.


 


2.
CONSIDERATION


 


2.1Consideration. In
consideration of the sale and assignment by Ominto of Ominto Shares, Quant 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
Quant’s common stock (the “Quant Shares” or the “Consideration”) with an
aggregate value of five million dollars ($5,000,000) which will represent 19.5% of the issued and outstanding common stock of
Quant based on the agreed-upon valuation of Quant at $25.64 million.


 




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3.REPRESENTATIONS
AND WARRANTIES OF OMINTO


 


Ominto
hereby makes the following representations and warranties to Quant 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 Quant to enter into this Agreement
and consummate the transactions contemplated hereby.


 


3.1Organization,
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.


 


3.2No
Broker. Ominto represents that it has not engaged any broker or finder in connection with this transaction. Ominto will indemnify
and hold harmless Quant for any cost or expense including, but not limited to, court costs and reasonable attorneys’ fees
incurred by Quant as a result of a claim by any broker or finder based upon dealings by Ominto with such broker or finder.


 


3.3Disclosure.
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.


 


3.4Capitalization.
The authorized capital stock of Ominto consists of 14,000,000 shares of common stock, of which 12,233,472 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.


 


3.5Financial
Statements. During the period commencing on the date of the most-recently filed financial statements and ending on the Closing
Date, (a) there have been no material adverse changes in Ominto’s 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.


 




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3.6Taxes.
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.


 


3.7Litigation;
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.


 


4.REPRESENTATIONS
AND WARRANTIES OF QUANT


 


Quant
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.


 


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


 


4.2No
Breach. The execution and delivery of this Agreement by Quant 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 Quant’s charter documents,
or any agreement or instrument to which Quant is a party or by which it is bound.


 


4.3No
Broker. Quant represents that it has not engaged any broker or finder in connection with this transaction. Quant 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 Quant with such broker or finder.


 




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4.4Disclosure.
No representation or warranty made by Quant 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.


 


4.5Capitalization.
The authorized capital stock of Quant consists of 10,000,000 shares of common stock, of which one hundred (100) 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 Quant is
a party requiring, and there are no convertible securities of Quant outstanding which upon conversion would require, the issuance
of any additional shares of capital stock of Quant or other securities convertible into shares of capital stock of Quant.


 


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


 


4.7Financial
Statements. Quant has delivered to Ominto true and correct copies of the most-recently prepared balance sheet and income statement
of Quant and (ii) compiled financial statements of Quant for the prior three fiscal years (collectively, the “Financial
Statements”). The 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 Quant as of and for their respective dates. Quant does
not have any liabilities which are not reflected on the Financial Statements. Quant’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 Quant is or has been a party are accurately reflected therein
in all material respects, (ii) reflect all discounts, returns and allowances granted by Quant with respect to the periods covered
thereby, (iii) form the basis for the Financial Statements and (iv) reflect in all material respects the assets, liabilities,
financial position, and results of operations of Quant. All computer-generated reports and other computer output included in such
Quant’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. Quant’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 Financial Statement
and ending on the Closing Date, (a) there have been no material adverse changes in the Financial Statements or in the financial
condition or prospects of Quant; and (b) Quant has conducted its business in the ordinary course of business consistent with past
practices.


  




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4.8Taxes.
Quant has timely and appropriately filed all tax returns as required to be filed. All tax returns filed by Quant are true,
correct and complete in all respects. All taxes owed (or required to be remitted) by Quant (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 Quant
does not file tax returns that such Quant 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 Quant
in connection with, or otherwise related to, any failure (or alleged failure) to pay any tax.


 


4.9Litigation;
No Violation. There is no legal or administrative proceeding pending, threatened or anticipated against Quant. Quant 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. Quant 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 Quant which could reasonably be expected to result in a material adverse effect on Quant.


 


5.CONFIDENTIALITY


 


5.1The
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.


 


5.2As
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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5.3The
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.


 


5.4The
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.


 


5.5The
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 each Party’s Board of Directors.



 


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



 


		(c)	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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7.RIGHT
TO PURCHASE SHARES


 


7.1Ominto
shall have the right, but not the obligation, to purchase up to 1,000,000 of the Ominto Shares from Quant as set forth below in
one or more transactions.


 


7.2Ominto
shall have the right commencing on the date that Ominto’s common stock is listed on NASDAQ (the “Listing Date”)
and continuing for six (6) months thereafter to purchase up to 500,000 of the Ominto Shares from Quant at a purchase price of
six dollars ($6) per share.


 


7.3Ominto
shall have the right commencing on the Listing Date and continuing for twelve (12) months thereafter to purchase up to 500,000
of the Ominto Shares from Quant at a purchase price of eight dollars ($8) per share.


 


7.4Ominto
shall notify Quant of its intent to exercise its option in writing stating the number of shares it desires to purchase and the
purchase price for such shares.


 


7.5The
closing for each such purchase shall occur within ten (10) business days after such notice is delivered.


 


7.6
The purchase agreement for any such purchase shall include representations and warranties standard for a transaction of this type
including, but not limited to, warranties related to authority, ownership, and the ability to convey title to the purchased shares.


 


8.OTHER
PROVISIONS


 


8.1Governing
Law. This Agreement will be construed and interpreted according to the laws of the State of Florida without reference to its
conflicts of law principles and Quant and Ominto consent to exclusive jurisdiction and venue in the state and federal courts located
in and for Palm Beach County, Florida. 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.


 


8.2Waiver.
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.


  




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8.3Attorneys’
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.


  


8.4
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.


 


8.5Entire
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, including but
not limited to that certain Summary of Non-Binding Terms between the Parties dated May 31, 2016. 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.


 


8.6Expenses. 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.


 


8.7Survival. 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.


 


8.8Notices,
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 Quant:	Quant Systems, Inc.
	 	ATTN:
Srinivas Veeravelli


600
E John Carpenter Fwy


Suite #375


Irving,
TX 75062







  


	If to Ominto:	Ominto, Inc.
	 	ATTN:
General Counsel


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 8.8.


 






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8.9Service
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.


 


8.10
Assignment. This Agreement may not be assigned by either Party without the prior written consent of the other Party.


 


8.11
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.


 


8.12
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.


 


8.13
Indemnification. From and after the Closing Date, each Party (for purposes of this Section 8.13, the “Indemnifying
Party”) shall indemnify and hold harmless the other Party (for purposes of this Section 8.13, 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; and


 


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


 


Signature
Page Follows


 






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


 


QUANT
SYSTEMS INC.


 





	By:	/s/
    Srinivas Veeravelli	 
	 	 	 
	Print
    Name:	Srinivas
    Veeravelli	 
	 	 	 
	Title:	CEO	 


  


OMINTO,
INC.


 


	By:	/s/
    Michael Hansen	 
	 	 	 
	Print
    Name:	Michael
    Hansen	 
	 	 	 
	Title:	CEO	 





 


 


 


 


 


 


 


 


 


Signature
Page to Share Exchange Agreement