SERIES BD-13 COMMON STOCK PURCHASE WARRANT OMNIRELIANT HOLDINGS, INC.Omnireliant Holdings, Inc. • February 17th, 2009 • 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 tenth (10th) 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 3,333,333 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 • February 17th, 2009 • Omnireliant Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • Florida
This Securities Purchase Agreement (this “Agreement”) is dated as of February 12, 2009 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”).
SECOND AMENDMENT TO THE AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 17th, 2009 • Omnireliant Holdings, Inc. • Perfumes, cosmetics & other toilet preparations
This Second Amendment to the Amended and Restated Registration Rights Agreement (this “Amendment”) is made and entered into as of February 12, 2009 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”).
SERIES E COMMON STOCK PURCHASE WARRANT To Purchase 33,333,333 Shares of Common Stock of OMNIRELIANT HOLDINGS, INC.Series E Common Stock Purchase • February 17th, 2009 • Omnireliant Holdings, Inc. • Perfumes, cosmetics & other toilet preparations
THIS SERIES E 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 tenth (10th) 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 33,333,333 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).
FIRST AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 17th, 2009 • Omnireliant Holdings, Inc. • Perfumes, cosmetics & other toilet preparations
This First Amendment to the Registration Rights Agreement (this “Amendment”) is made and entered into as of February 12, 2009 by and between OmniReliant Holdings, Inc., a Nevada corporation (the “Company”) and Midtown Partners & Co., LLC, a Florida limited liability Company (“Midtown”).
AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 17th, 2009 • Omnireliant Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”) is dated as of February 5, 2009, and is by and among OMNIRELIANT HOLDINGS, INC., a corporation existing under the laws of Nevada (the “Purchaser”) OMNIRELIANT ACQUISITION SUB, INC., a corporation existing under the laws of Nevada and a wholly owned subsidiary of Purchaser (“Merger Sub”), ABAZIAS, INC. a corporation existing under the laws of Delaware (“Parent”), ABAZIAS, INC., a Nevada corporation and a wholly owned subsidiary of the Parent (Abazias NV), ABAZIAS.COM, INC., a corporation existing under the laws of Nevada and a wholly owned subsidiary of Abazias NV (the “Company”, and together with Parent, and Abazias NV “Seller”).
