The authorized capital stock of Ominto consists of (i) 200,000,000 shares of common stock, of which 13,935,315 shares are validly issued and outstanding, and (ii) 25,000,000 shares of preferred stock, of which 185,000 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 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.