ONLINE DISRUPTIVE TECHNOLOGIES, INC. (OTCBB:ONDR) Files An 8-K Entry into a Material Definitive Agreement

The information required by this item is included under Item 3.02
of this current report on Form 8-K.

Item 3.02 Unregistered Sales of Equity Securities.

On January 16, 2017, we entered into debt conversion option
agreements (each, an Agreement) with four subscribers (each, a
Subscriber) to which we have agreed to permit the Subscribers to
convert an aggregate amount of $172,894.55 (the Subscription Debt
Amount) owed to them by our company into an aggregate of up to
864,473 shares of common stock of our company (the Conversion
Right) at a price of $0.20 per share. Three of the Subscribers
are directors and/or officers of our company and have subscribed
as follows:

The Agreements terminate on the earliest of (i) seven years from
the date of the Agreements, (ii) the date the Subscriber demands
in writing the Subscription Debt Amount in cash from our company,
respecting only that portion of the Subscription Debt Amount
demanded by the Subscriber; and (iii) the Early Termination Date
(defined below). Each Agreement is the third such agreement with
each of the Subscribers regarding debt owed to them; the first
such agreement for each was dated April 15, 2015.

At any time while our companys shares are listed on a United
States stock exchange or quotation system (the Exchange), if the
average volume over a period of 30 trading days on the Exchange
totals 50,000 shares traded per day and the market capitalization
of our companys shares based on the trading price on each such
trading day totals a minimum of $100,000,000, we may provide
notice to the Subscriber that the Subscribers Conversion Right
will be terminated in ten (10) business days (the Early
Termination Date). In the event that we deliver such notice to
the Subscriber and the Subscriber does not exercise the
Conversion Right in the 10 business days following delivery of
such notice, the Conversion Right will have terminated on the
Early Termination Date.

For the full text of the Agreements, please see Exhibit 10.1 to
this current report on Form 8-K.

* filed as an exhibit to the 8-K of the company filed on EDGAR on
April 22, 2015.