Exhibit
10.3


 


DubLi,
Inc.


 


Stock
Option Agreement


 


This
Stock Option Agreement certifies that, pursuant to the DubLi, Inc. (the “Company”) Omnibus Equity
Compensation Plan (the “Plan”), the Compensation Committee has granted an option to purchase shares of
common stock, par value $0.001 per share (the “Common Stock”), of the Company as stated below. Capitalized
terms used herein and not defined shall have the meaning ascribed to such terms in the Plan.


 


	Optionee:	Eric
    Nelson
	 	 
	Address:	2910
                                         NW 28th Terrace

        Boca
        Raton, FL 33434

	 	 
	Number of
    Shares:	2,500,000 shares
    of the Common Stock (the “Option Shares”)
	 	 
	Option Exercise
    Price:	US 0.19 per share
    of Common Stock (the “Per Share Exercise Price”)
	 	 
	Grant Date:	May 5, 2015 (the
    “Grant Date”)


 


	 	DUBLI,
    INC.
	 	 	
	Dated: As of May
    29, 2015	By: 	/s/
    Thomas Virgin
	 	 	Name: Thomas Virgin
	 	 	Title: Chief Financial
    Officer


 


The
undersigned hereby accepts the foregoing option and agrees to the terms and conditions thereof as described in Exhibit A
attached hereto and made a part hereof. The undersigned hereby acknowledges receipt of a copy of the Plan, a copy of which
is attached hereto as Exhibit B, and agrees to be bound by the terms of such Plan.


 


	 	OPTIONEE
	 	 
	Dated: As of May
    29, 2015	/s/
    Eric Nelson
	 	Name: Eric Nelson


 




    	 



    	 



    

 


EXHIBIT
A


 


Terms
and conditions of the Non-Qualified Stock Option Agreement for Eric Nelson


 


Section
1.Grant of Option. DubLi, Inc., a Nevada corporation (the “Company”), hereby grants to the Optionee,
as of the Grant Date an option (the “Option”), pursuant to the Plan, to purchase the Option Shares at the Per
Share Exercise Price, purchasable as set forth in and subject to the terms and conditions of this Option and the Plan. Except
where the context otherwise requires, the term “Company” shall include all future subsidiaries of the Company as defined
in Sections 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended or replaced from time to time (the “Code”).


 


Section
2.Non-Qualified Stock Option. The Option shall constitute and be treated at all times by the Optionee and the Company
as a "non-qualified stock option" for U.S. Federal income tax purposes and shall not constitute and shall not be treated
as an "incentive stock option" as defined under Section 422(b) of the Code.


 


Section
3.Exercise of Option and Provisions for Termination; Vesting Schedule. Subject to the terms set forth herein, the Option
shall vest and become exercisable eight (8) days after the date of Optionee's execution of the Severance Agreement between Company
and Optionee (the "Start Date"). Except as otherwise provided in this Agreement, this Option may be exercised
at any time during the period (the “Exercise Period”) commencing on the Start Date and terminating on June
4, 2018 (the “Expiration Date”). This Option may not be exercised at any time on or after the Expiration Date.


 


Section
4.Exercise Procedure. Subject to the conditions set forth in this Agreement and the Plan, this Option shall be exercised
by the Optionee’s delivery of written notice of exercise to the General Counsel of the Company, specifying the number of
Option Shares to be purchased and the purchase price to be paid therefor (the “Purchase Price”). Such notice
must be signed and dated and be accompanied by payment in full of the Purchase Price in accordance with Section 4 of this Agreement.
Such exercise shall be effective upon receipt by the General Counsel of the Company of such written notice together with the Purchase
Price. The Optionee may purchase less than the number of Shares covered hereby, provided that no partial exercise of this Option
may be for any fractional Share.


 


Section
5.Payment of Purchase Price. Payment of the Purchase Price for the Shares purchased upon the exercise of this Option
shall be made by delivery to the Company of one or some combination of the following items of consideration with a value on the
date of exercise equal to the Purchase Price of the subject Shares:


 


a.cash;


 


b.a
certified check or bank check; or


 


c.a
cash equivalent instrument that is reasonably acceptable to the Company.


 


Section
6.Delivery of Option Shares: Compliance with Securities Law, Etc.


 


a.General.
The Company shall, upon payment of the option price for the number of Option Shares purchased and paid for, make prompt delivery
of such Option Shares to the Optionee, provided that if any law or regulation require the Company to take any action
with respect to such Option Shares before the issuance thereof, then the date of delivery of such Option Shares shall be extended
for the period necessary to complete such action.


 


b.Listing
Qualifications, Securities Law Compliance, Etc. Notwithstanding anything to the contrary in this Agreement, no
shares of Common Stock purchased upon exercise of the Option, and no certificate representing such shares, shall be issued or
delivered if (a) such shares have not been admitted to listing upon official notice of issuance on each stock exchange, if any,
upon which shares of that class are then listed, or (b) in the opinion of counsel to the Company, such issuance or delivery would
(i) cause the Company to be in violation of or to incur liability under any federal, state or other securities law, or any other
requirement of law or any requirement of any stock exchange regulations or listing agreement to which the Company is a party,
or of any administrative or regulatory body having jurisdiction over the Company or (ii) require registration (apart from any
registrations as have been theretofore completed by the Company covering such shares) under any federal, state, or other securities
or similar law.


 






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Section
7.Rights as a Shareholder. The Optionee shall have no rights as a shareholder with respect to any Option Shares which
may be purchased by exercise of this Option (including, without limitation, any rights to receive dividends or non-cash distributions
with respect to such Option Shares) unless and until a certificate representing such Option Shares is duly issued and delivered
to the Optionee. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such
certificate is issued.


 


Section
8.Adjustment Provisions.


 


a.General.
If, through or as a result of any consolidation of shares of Common Stock, merger or consolidation of the Company or its Subsidiaries
or sale or other disposition by the Company or its Subsidiaries of all or a portion of its assets, any other change in the Company's
or its Subsidiaries' corporate structure, or any distribution to shareholders other than a cash dividend results in the outstanding
shares of Common Stock, or any securities exchanged therefor or received in their place, being exchanged for a different number
or class of shares of Common Stock or other securities of the Company, or for shares of Common Stock or other securities of any
other Company; or new, different or additional shares or other securities of the Company or of any other Company being received
by the holders of outstanding shares of Common Stock, the Optionee shall, with respect to this Option or any unexercised portion
hereof, be entitled to the rights and benefits, and be subject to the limitations, set forth in the Plan.


 


b.Board
Authority to Make Adjustments. Any adjustments under this Section 9 will be made by the Board of Directors and/or the
Compensation Committee, whose determination as to what adjustments, if any, will be made and the extent thereof will be final,
binding and conclusive. No fractional Shares will be issued pursuant to this Option on account of any such adjustments.


 


Section
9.Withholding Taxes. The Company’s obligation to deliver Option Shares upon the exercise of this Option shall
be subject to the Optionee’s satisfaction of all applicable, federal, state and local income and other tax withholding requirements.


 


Section
10.Representations. The Optionee represents, warrants and covenants that:


 


a.Any
Option Shares purchased upon the exercise of this Option shall be acquired for the Optionee’s account for investment only,
and not with a view to, or for sale in connection with, any distribution of the Option Shares in violation of the Securities Act,
or any rule or regulation under the Securities Act.


 


b.The
Optionee has had such opportunity as he or she has deemed adequate to obtain from representatives of the Company such information
as is necessary to permit the Optionee to evaluate the merits and risks of his or her investment in the Company.


 


c.The
Optionee is able to bear the economic risk of holding such Option Shares acquired pursuant to the exercise of this Option for
an indefinite period.


 


d.The
Optionee understands the tax consequences of the granting of the Option, the acquisition of rights to exercise the Option with
respect to any Option Shares, the exercise, release or other disposal of the Option and purchase of Option Shares hereunder, and
the subsequent sale or other disposition of any Option Shares acquired hereunder. In addition, the Optionee understands that the
Company may be required to pay, or account for taxes in respect of any compensation income, or other income or gain realized by
the Optionee upon exercise of the Option granted hereunder. To the extent that the Company is required to pay, account for or
withhold any such taxes, then, unless both the Optionee and the Compensation Committee have otherwise agreed upon alternate arrangements,
the Optionee hereby agrees that the Company may deduct from any payments of any kind otherwise due to the Optionee an amount equal
to the total taxes required to be so paid, accounted for or withheld (as permitted by law), or if such payments are inadequate
to satisfy such taxes, or if no such payments are due or to become due to the Optionee, then the Optionee agrees to provide the
Company with cash funds or make other arrangements satisfactory to the Company regarding such payment. It is understood that all
matters with respect to the total amount of taxes to be withheld in respect of any such compensation income shall be determined
by the Company in its sole discretion.


 






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By
making payment upon exercise of this option, the Optionee shall be deemed to have reaffirmed, as of the date of such payment,
the representations made in this Section 10.


 


Section
11.Restrictions on Transfer of Option Shares.


 


a.The
Optionee hereby acknowledges and agrees that the Option shall not be transferable by the Optionee other than by will or by the
laws of descent and distribution, and shall be exercisable during the lifetime of the Optionee only by him or by his guardian
or legal representative.


 


b.The
Optionee hereby acknowledges that in connection with any public offering of the Company’s Common Stock, the underwriters
for the Company may require that the Company's officers, directors, and/or certain other shareholders not sell their Shares for
a certain period of time before or after the effectiveness of any registration statement of the Company filed in connection with
such offering. The Optionee hereby agrees that upon the Company's request in connection with any such public offering, that the
Optionee will not, directly or indirectly, offer, sell, contract to sell, make subject to any purchase option, or otherwise dispose
of any Option Shares for a period requested by the underwriter or its representative, not to exceed ten (10) days before and 90
days after the date of the effectiveness of any such registration statement, without the prior written consent of the underwriter
or its representative.


 


Section
12.Legends. All stock certificates representing Option Shares issued to the Optionee upon exercise of this Option shall
have affixed thereto legends substantially in the following form, in addition to any other legends required by applicable state
law:


 


“The
shares of stock represented by this certificate are subject to certain restrictions on transfer contained in an Option Agreement,
a copy of which will be furnished upon request by the issuer.”


 


Section
13.Effectiveness of the Grant of the Option. The grant of the Option by the Company to the Optionee shall not become
effective until (i) Optionee and the Company both execute and deliver the Severance Agreement whereby the Option is granted and
such Severance Agreement is not revoked by Optionee pursuant to Paragraph 6 of the Severance Agreement, or otherwise, and (ii)
the Optionee executes the cover page of this Agreement and returns this Agreement with the executed cover page to the Company.
In the event the Optionee fails to execute and return this Agreement to the Company within one month after the Grant Date, this
Agreement shall immediately terminate in all respects and this Agreement shall immediately cease to be an operative contract.


 


Section
14.Plan Documents. This Agreement is qualified in its entirety by reference to the provisions of the Plan, as amended
from time to time, which are hereby incorporated herein by reference. The interpretation and construction by the Compensation
Committee of the Plan, this Agreement, the Option granted hereunder, and such rules and regulations as may be adopted by the Compensation
Committee for the purpose of administering the Plan, shall be final, binding and conclusive. Until the Option shall expire, terminate,
or be exercised in full, the Company shall, upon written request therefor, send a copy of the Plan, in its then-current form,
to the Optionee or any other person or entity then entitled to exercise the Options.


 


Section
15.Miscellaneous.


 


a.This
Agreement may (except as provided in the Plan) only be amended, altered or modified by a written instrument signed by the parties
hereto, or their respective successors, and it may not be terminated (except as provided herein or in the Plan).


 


b.This
Agreement is subject to the authorization of the necessary amount of shares by the appropriate bodies and an amendment of the
Plan covering the required amount of Shares to fulfill this Agreement.


 






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c.All
notices under this Option shall be mailed or delivered by hand to (i) the Company at the address set forth below, (ii) the Optionee
at the address set forth on the first page of this option, or (iii) at such other address as may be designated in writing by either
of the parties to one another.


 


	 	If
    to the Company:	DubLi, Inc.
	 	 	6750 North Andrews
    Avenue, Suite 200
	 	 	Ft. Lauderdale,
    FL 33309
	 	 	 
	 	If to the Optionee:	See address of
    Optionee on the cover page of this Agreement.


 


Section
16.Applicable Law. This Option shall be governed by and construed in accordance with the laws of the State of Florida,
but without regard to the principle of conflict of laws thereof. If any one or more provisions of this Agreement shall be found
to be illegal or unenforceable in any respect, the validity and enforceability of the remaining provisions hereof shall not in
any way be affected or impaired thereby. The parties hereto hereby submit themselves to the exclusive jurisdiction of the state
or Federal courts located in Miami-Dade County, Florida and (a) agree and acknowledge that any claim, action or proceeding regarding
the Company or this Agreement shall be brought in such courts, and (b) hereby waive any objections to such venue, including, without
limitation, any objections based on such venue being an inconvenient forum.


 


Section
17.Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Optionee and supersedes
any prior agreements and understandings, oral or written, between the Company and the Optionee concerning the subject matter of
this Agreement.


 


Section
18.Construction. The section headings contained in this Agreement are for reference only and shall have no effect on
the interpretation of any of the provisions of this Agreement.


 


Section
19.Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and assigns
of the Company and upon the legal representatives, executors, administrators, heirs, legatees and any permitted assignee of the
Optionee.


 




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EXHIBIT
B


 


COMPANY’S
OMNIBUS EQUITY COMPENSATION PLAN


 


[See
Attached]


 


 


6