AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • July 14th, 2011 • Infusion Brands International, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS AMENDED AND RESTATED SECURITY AGREEMENT (this “Security Agreement”) is made as of July 8, 2011 by and between Infusion Brands International, Inc. (f/k/a OmniReliant Holdings, Inc.), a Nevada corporation (“Debtor”), and Vicis Capital Master Fund (“Vicis”), a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands, and amends and restates that certain Security Agreement between Debtor and Vicis dated June 30, 2010 (the “June Security Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 14th, 2011 • Infusion Brands International, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 8, 2011 between Infusion Brands International, Inc., a Nevada corporation (the “Company”), and Vicis Capital Master Fund, a sub-trust of the Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands (the “Purchaser”).
SERIES G COMMON STOCK PURCHASE WARRANT To Purchase 30,000,000 Shares of Common Stock of INFUSION BRANDS INTERNATIONAL, INC.Common Stock Purchase Warrant • July 14th, 2011 • Infusion Brands International, Inc. • Perfumes, cosmetics & other toilet preparations
THIS 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 July 8, 2011 (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 INFUSION BRANDS INTERNATIONAL, INC., a Nevada corporation (the “Company”), up to 30,000,000 shares (the “Warrant Shares”) of Common Stock, par value $.00001 per share, of the Company (the “Common Stock”).
AMENDED AND RESTATED GUARANTOR SECURITY AGREEMENTGuarantor Security Agreement • July 14th, 2011 • Infusion Brands International, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS AMENDED AND RESTATED GUARANTOR SECURITY AGREEMENT (this “Security Agreement”) dated July 8, 2011, amends and restates the Guarantor Security Agreement dated as of June 30, 2010, by and between Infusion Brands, Inc. (f/k/a Omniresponse, Inc.), a Nevada corporation, OmniReliant Acquisition Sub, Inc., a Nevada corporation, Designer Liquidator, Inc., a Nevada corporation, OmniResponse Cleaning Solutions, Inc., a Florida corporation, Dual Saw, Inc., a Florida corporation, OmniResponse Safety Solutions, Inc., a Florida corporation and OmniReliant Corp., a Florida corporation, and Vicis Capital Master Fund (“Vicis”), a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands (the “2010 Guarantor Security Agreement”). Each of OmniReliant Acquisition Sub, Inc., Designer Liquidator, Inc., OmniResponse Cleaning Solutions, Inc., Dual Saw, Inc., OmniResponse Safety Solutions, Inc., and OmniReliant Corp. has been released from its
AMENDED AND RESTATED GUARANTY AGREEMENTGuaranty Agreement • July 14th, 2011 • Infusion Brands International, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS AMENDED AND RESTATED GUARANTY AGREEMENT (this “Guaranty”) dated July 8, 2011, amends and restates that certain Guaranty Agreement dated as of June 30, 2010 by and between Infusion Brands, Inc. (f/k/a Omniresponse, Inc.), a Nevada corporation, OmniReliant Acquisition Sub, Inc., a Nevada corporation,. Designer Liquidator, Inc., a Nevada corporation, OmniResponse Cleaning Solutions, Inc., a Florida corporation, Dual Saw, Inc., a Florida corporation, OmniResponse Safety Solutions, Inc., a Florida corporation and OmniReliant Corp., a Florida corporation, and Vicis Capital Master Fund (“Vicis”), a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands. Each of OmniReliant Acquisition Sub, Inc., OmniResponse Cleaning Solutions, Inc., Designer Liquidator, Inc., Dual Saw, Inc., OmniResponse Safety Solutions, Inc. and OmniReliant Corp. has been released from its obligations hereunder pursuant to a release previously executed
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 14th, 2011 • Infusion Brands International, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 8, 2011 among Infusion Brands International, 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 (“Vicis” or the “Purchaser”),.
