10% SECURED CONVERTIBLE PROMISSORY NOTE DUE JANUARY 6, 2010Omnireliant Holdings, Inc. • January 8th, 2009 • Perfumes, cosmetics & other toilet preparations • New York
THIS 10% SECURED CONVERTIBLE PROMISSORY NOTE of VALCOM, INC. a Delaware corporation, having a principal place of business at 2113 A Gulf Boulevard, Indian Rocks Beach, Florida 33785 (the “Company”), designated this its 10% Secured Convertible Promissory Note due January 6, 2010 (the “Note”).
EXHIBIT B SECURITY AGREEMENTSecurity Agreement • January 8th, 2009 • Omnireliant Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • New York
SECURITY AGREEMENT, dated as of January 6, 2009 (this “Agreement”), among Valcom, Inc., a Delaware corporation (the “Company” or the “Debtor”) and the holder of the Company’s 10% Secured Convertible Promissory Note due January 6, 2010 in the original aggregate principal amount of $100,000 (the “Note”), signatory hereto, their endorsees, transferees and assigns (collectively referred to as, the “Secured Party”).
COMMON STOCK PURCHASE WARRANT To Purchase 1,000,000 Shares of Common Stock of VALCOM, INC. COMMON STOCKCommon Stock Purchase Warrant • January 8th, 2009 • Omnireliant Holdings, Inc. • Perfumes, cosmetics & other toilet preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Omnireliant Holdings, Inc.(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 anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Valcom, Inc., a Delaware corporation (the “Company”), up to 1,000,000 shares (the “Warrant Shares”) of Common Stock, par value $0.001 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).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • January 8th, 2009 • Omnireliant Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • New York
NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of January 6, 2009, by and between VALCOM, INC., a Delaware corporation (the “Company”), and OMNIRELIANT HOLDINGS, INC., a Nevada corporation (the “Investor”).
