SERIES BD-[*] COMMON STOCK PURCHASE WARRANT OMNIRELIANT HOLDINGS, INC.Omnireliant Holdings, Inc. • May 6th, 2008 • Perfumes, cosmetics & other toilet preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Midtown Partners & Co., LLC (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 fifth (5th) anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from OmniReliant Holdings, 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 6th, 2008 • Omnireliant Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • Florida
This Securities Purchase Agreement (this “Agreement”) is dated as of April 30, 2008 among OmniReliant Holdings, Inc., a Nevada corporation (the “Company”), and Vicis Capital Master Fund, a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands (the “Purchaser”).
FIRST AMENDMENT TO THE AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 6th, 2008 • Omnireliant Holdings, Inc. • Perfumes, cosmetics & other toilet preparations
This First Amendment to the Amended and Restated Registration Rights Agreement (this “Amendment”) is made and entered into as of April 30, 2008 among OmniReliant Holdings, Inc., a Nevada corporation (the “Company”), Vicis Capital Master Fund, a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands (“Vicis”), and Dynamic Decisions Strategic Opportunities (“Dynamic”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 6th, 2008 • Omnireliant Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • Florida
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 18, 2007 among OmniReliant Holdings, Inc., a Nevada corporation (the “Company”) and Midtown Partners & Co., LLC, a Florida limited liability Company (“Midtown”).
SERIES D COMMON STOCK PURCHASE WARRANT To Purchase 28,000,000 Shares of Common Stock of OMNIRELIANT HOLDINGS, INC.Series D Common Stock Purchase • May 6th, 2008 • Omnireliant Holdings, Inc. • Perfumes, cosmetics & other toilet preparations
THIS SERIES D COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, VICIS CAPITAL MASTER FUND (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 seventh (7th) anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from OMNIRELIANT HOLDINGS, INC., a Nevada corporation (the “Company”), up to 28,000,000 shares (the “Warrant Shares”) of Common Stock, par value $.00001 per share, of the Company (the “Common Stock”). 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).
