SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 29th, 2006 • Willowtree Advisor, Inc. • Agricultural services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November ___, 2006, among Willowtree Advisor, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 29th, 2006 • Willowtree Advisor, Inc. • Agricultural services
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November ___, 2006 among Willowtree Advisor, Inc., a Nevada corporation (the “Company”), and the several purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).
SERIES A-1/SERIES A-2] COMMON STOCK PURCHASE WARRANT WILLOWTREE ADVISOR, INC.Willowtree Advisor, Inc. • November 29th, 2006 • Agricultural services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the earlier of ____1 anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Willowtree Advisor, Inc., a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of common stock, par value $.00001 per share (the “Common Stock”), of the Company. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Midtown Partners & Co., LLCPlacement Agent Agreement • November 29th, 2006 • Willowtree Advisor, Inc. • Agricultural services • Florida
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 29th, 2006 • Willowtree Advisor, Inc. • Agricultural services
This Executive Employment Agreement (the “Agreement”), by and among OmniReliant Corporation, a Florida corporation (“Company”) and Paul Morrison (“Employee”), is hereby entered into on October 31, 2006
KATHY HILTON LICENSE AGREEMENTAgreement • November 29th, 2006 • Willowtree Advisor, Inc. • Agricultural services • Florida
This LICENSE AGREEMENT ("Agreement") is made and effective as of the 13th day of October, 2006 (“Effective Date”), by and between KRH Licensing Company, LLC., a newly formed California corporation with an office and place of business at 250 North Canon Drive, 2nd Floor, Beverly Hills, California 90210 (collectively, "Licensor"), and OmniReliant Corp., a Florida corporation with an office and principal place of business at 4902 Eisenhower Blvd., Suite 185 Tampa, Florida 33634 ("Licensee") (together the "Parties").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 29th, 2006 • Willowtree Advisor, Inc. • Agricultural services • New York
This Agreement (the “Agreement”) is made as of the 22nd day of November 2006 by and between OmniReliant Corporation, a Florida corporation having its offices at 4902 Eisenhower Blvd., Suite 185, Tampa, FL 33634 (the “Buyer”), Cynthia Allison, an individual having an address at 1411 Hedgelawn Way, Raleigh NC, 27015 (the “Seller”) and Willowtree Advisor, Inc., a Nevada corporation having its offices at 1411 Hedgelawn Way, Raleigh NC, 27015 (the “Issuer”).
STOCK EXCHANGE AGREEMENTStock Exchange Agreement • November 29th, 2006 • Willowtree Advisor, Inc. • Agricultural services • New York
This Agreement dated as of the 22nd day of November 2006, by and among Willowtree Advisor, Inc., a Nevada corporation having its offices at 1411 Hedgelawn Way, Raleigh, NC 27615 (the “Issuer”), and the individuals named on the signature page of this Agreement (collectively, the “Shareholders” and each, individually, a “Shareholder”).
FIRST AMENDMENT TO PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • November 29th, 2006 • Willowtree Advisor, Inc. • Agricultural services
This FIRST AMENDMENT to the PLACEMENT AGENT AGREEMENT, dated effective as of November 22, 2006 (the "AMENDMENT"), is made by and among OMNIRELIANT CORP., a Florida corporation ("OMNI"), MIDTOWN PARTNERS & CO., LLC, a Florida limited liability company (the "PLACEMENT AGENT"), and WILLOWTREE ADVISOR, INC., a Nevada corporation ("WLLW").
International Marketing & Distribution AgreementInternational Marketing & Distribution Agreement • November 29th, 2006 • Willowtree Advisor, Inc. • Agricultural services • Florida
This Agreement is made as of September 25, 2006 between Guaber S.p.A, a company incorporated in Italy (referred to as “Licensor”), and Reliant International Media, LLC, a company incorporated in Florida (“RIMC”) and collectively referred to as (“Parties”).
CONSULTING AGREEMENTConsulting Agreement • November 29th, 2006 • Willowtree Advisor, Inc. • Agricultural services • Florida
THIS CONSULTING AGREEMENT (“Agreement”) is made and entered into this 1st day of October , 2006, (“Effective Date”), between OmniReliant Corporation, to include its parent, subsidiaries, affiliates, successors and assigns (“Company”), a Florida corporation, and Harrington Business Development, LLC (“Contractor”), a Florida limited liability company and collectively referred to as “Parties.”.
FIRST AMENDMENT TO KATHY HILTON LICENSE AGREEMENTKathy Hilton License Agreement • November 29th, 2006 • Willowtree Advisor, Inc. • Agricultural services • Florida
This First Amendment (this “Amendment”) to Kathy Hilton License Agreement (the “Agreement”) dated October 13, 2006, by and between KRH Licensing Company, LLC, a California limited liability company (“Licensor”) and OmniReliant Corp., a Florida corporation (“Licensee”) is made and effective on this 20th day of November, 2006.
ASSIGNMENT OF GUABER AGREEMENTAssignment of Guaber Agreement • November 29th, 2006 • Willowtree Advisor, Inc. • Agricultural services • Florida
THIS AGREEMENT (the "Agreement"), is dated as of November 10, 2006 by and between OmniReliant Corp., a Florida Corporation (the "Company" or "OmniReliant") and Reliant International Media, LLC., a Florida limited liability Corporation ("Reliant").
