REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 1st, 2007 • Omnireliant Holdings, Inc. • Perfumes, cosmetics & other toilet preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 25, 2007, between OmniReliant Holdings, Inc., a Nevada corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT BEYOND COMMERCE, INC.Security Agreement • September 11th, 2009 • Omnireliant Holdings, Inc. • Perfumes, cosmetics & other toilet preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, OmniReliant, 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 five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Beyond Commerce, Inc., a Nevada corporation (the “Company”), up to ____ shares (the “Warrant Shares”) of 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).
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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 1st, 2007 • Omnireliant Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 25, 2007, among OmniReliant Holdings, 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”).
10% SECURED CONVERTIBLE PROMISSORY NOTE DUE JANUARY 6, 2010Convertible Security Agreement • January 8th, 2009 • Omnireliant Holdings, Inc. • 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”).
6% CONVERTIBLE DEBENTURE DUE OCTOBER 9, 2012Convertible Security Agreement • October 16th, 2009 • Omnireliant Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS 6% CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 6% Convertible Debentures of ZURVITA HOLDINGS, INC., a Delaware corporation, (the “Company”), having its principal place of business at 800 Gessner, Houston, TZ 77024 designated as its 6% Convertible Debenture due October 9, 2012 (the “Debenture”).
SERIES BD-13 COMMON STOCK PURCHASE WARRANT OMNIRELIANT HOLDINGS, INC.Securities Agreement • February 17th, 2009 • Omnireliant Holdings, Inc. • 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 • September 11th, 2009 • Omnireliant Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 30, 2009, between Beyond Commerce, Inc., a Nevada corporation with headquarters located at 9029 South Pecos, Suite 2800, Henderson, Nevada 89074 (the “Company”), and OmniReliant Holdings, Inc. (the “Purchaser”).
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”).
SERIES BD-14 COMMON STOCK PURCHASE WARRANT OMNIRELIANT HOLDINGS, INC.Security Agreement • October 13th, 2009 • Omnireliant Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • New York
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 1,380,314shares (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 1(b).
SECURITY AGREEMENTSecurity Agreement • May 5th, 2009 • Omnireliant Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This SECURITY AGREEMENT, dated as of April 29, 2009 (this “Agreement”), is entered into by and between Strathmore Investments, Inc, a Delaware corporation (also known as Cellular Blowout and referred to herein as the “Company” or “Debtor”), and OmniReliant Holdings, Inc., a Nevada corporation (the “Secured Party”).
COMMON STOCK PURCHASE WARRANT To Purchase 1,000,000 Shares of Common Stock of VALCOM, INC. COMMON STOCKSecurities Agreement • 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).
COMMON STOCK PURCHASE WARRANT To Purchase 97,606,276 Shares of Common Stock of OMNIRELIANT HOLDINGS, INC.Securities Agreement • October 13th, 2009 • Omnireliant Holdings, 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 20, 2009 (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 97,606,276 shares (the “Warrant Shares”) of Common Stock, par value $.00001 per share, of the Company (the “Common Stock”).
SECOND AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • December 20th, 2011 • Infusion Brands International, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS SECOND AMENDED AND RESTATED SECURITY AGREEMENT (this “Security Agreement”) is made as of December 14, 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 Amended and Restated Security Agreement between Debtor and Vicis dated July 8, 2011 (the “Amended Security Agreement”).
Midtown Partners & Co., LLCPlacement Agent Agreement • June 1st, 2007 • Omnireliant Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • Florida
SERIES E COMMON STOCK PURCHASE WARRANT To Purchase 33,333,333 Shares of Common Stock of OMNIRELIANT HOLDINGS, INC.Securities Agreement • 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).
Infusion Brands International, Inc. Unaudited Condensed Pro Forma Financial Information Transactional Background, Accounting and Basis of PresentationStock Purchase Agreement • August 15th, 2011 • Infusion Brands International, Inc. • Perfumes, cosmetics & other toilet preparations
On May 9, 2011, we entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with HSE and the holders of 100% of the issued and outstanding common stock of HSE pursuant to which we purchased 50% of the issued and outstanding HSE Shares for an aggregate purchase price of 50,000 Euros ($75,154 based upon the exchange rate on the transaction date). HSE, which is located in Baleares, Spain, is engaged in the development and retail sale of consumer products throughout most of Europe, in particular, HSE's flagship product is the Dual Saw by Startwin. Through this acquisition, we became the principle owners of the intellectual property related to Dual Saw in geographic regions whereby Startwin already took ownership of this trademark right. By combining our enterprises, we believe this acquisition helps to unify the worldwide brand for Dual Saw. Moreover, with a global presence this acquisition will help open channels of distribution for cross border promotion of our other resp
SERIES G COMMON STOCK PURCHASE WARRANT To Purchase 35,000,000 Shares of Common Stock of INFUSION BRANDS INTERNATIONAL, INC.Securities Agreement • December 20th, 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 December 14, 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 35,000,000 shares (the “Warrant Shares”) of Common Stock, par value $.00001 per share, of the Company (the “Common Stock”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 6th, 2010 • Omnireliant Holdings, Inc. • Perfumes, cosmetics & other toilet preparations
This Executive Employment Agreement (the “Agreement”), by and among OmniReliant Holdings, Inc., a Nevada corporation (“Company”) and Robert DeCecco (“Employee”), is hereby entered into on June 30, 2010
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”).
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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 20th, 2011 • Infusion Brands International, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 14, 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”).
KATHY HILTON LICENSE AGREEMENTLicense Agreement • August 13th, 2009 • Omnireliant Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • 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").
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 24th, 2007 • Omnireliant Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • Florida
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as of October 18, 2007 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”). Vicis and Dynamic are sometimes referred to herein individually, as a “Purchaser” and collectively, as the “Purchasers”.
SECOND AMENDED AND RESTATED GUARANTOR SECURITY AGREEMENTGuarantor Security Agreement • December 20th, 2011 • Infusion Brands International, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS SECOND AMENDED AND RESTATED GUARANTOR SECURITY AGREEMENT (this “Security Agreement”) dated December 14, 2011, amends and restates the Amended and Restated Guarantor Security Agreement dated as of July 8, 2011, by and among Infusion Brands, Inc. (f/k/a Omniresponse, Inc.), a Nevada corporation, Fashion Safari, Inc., a Nevada 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 “Amended 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., which were parties to the 2010 Guarantor Security Agreement (as defined below), had been released from its obligations under this Security Agreement by Vicis prior to entering into the Amended Guarantor Security Agreement by the parties thereto. Fashion Safari,
AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONSAgreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations • December 3rd, 2010 • Omnireliant Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • Florida
This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Agreement”) is made as of December 2, 2010, by and between OmniReliant Holdings, Inc., a Nevada corporation. (“Omni” or “Assignor”), with an address of 14375 Myerlake Circle, Clearwater, FL 33760, and Zurvita Holdings, Inc., a Delaware corporation(“Assignee”).
OmniReliant Holdings, Inc.Agreement and Plan of Merger • July 29th, 2009 • Omnireliant Holdings, Inc. • Perfumes, cosmetics & other toilet preparations
SUPPORT AGREEMENTSupport Agreement • June 18th, 2009 • Omnireliant Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of June 3, 2009, is entered into between Abazias Inc., a Delaware corporation (Abazias-Delaware), a Delaware corporation (“Abazias”), and Oscar Rodriguez (the “Securityholder”).
SECURITY AGREEMENTSecurity Agreement • December 3rd, 2010 • Omnireliant Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • Florida
THIS AGREEMENT is made as of December 2, 2010 between ZURVITA HOLDINGS, INC., as debtor, a Delaware corporation (“Debtor”) and OmniReliant Holdings, Inc. (“Secured Party”).
SECOND AMENDED AND RESTATED GUARANTY AGREEMENTGuaranty Agreement • December 20th, 2011 • Infusion Brands International, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS SECOND AMENDED AND RESTATED GUARANTY AGREEMENT (this “Guaranty”) dated December 14, 2011, amends and restates that certain Amended and Restated Guaranty Agreement dated as of July 8, 2011 by and between Infusion Brands, Inc. (f/k/a Omniresponse, Inc.), a Nevada corporation, Fashion Safari, Inc., a Nevada 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. was a party to the 2010 Guaranty Agreement (as defined below) but has been released from its obligations hereunder pursuant to a release previously executed by Vicis. Fashion Safari, Inc. and Infusion Brands, Inc. shall be collectively referred to herein as the “Guarantor”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 20th, 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 December 14, 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”),.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 16th, 2009 • Omnireliant Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • New York
AGREEMENT, dated as of October 9, 2009 among Beyond Commerce, Inc, a Nevada corporation with offices at 9029 South Pecos Road, Suite 2800, Henderson, NV 89074 (the “Company”), along with its wholly-owned subsidiary, LocalAdLink, Inc., a Nevada corporation, with offices at 9029 South Pecos Road, Suite 2800, Henderson, NV 89074 (the “Sub”) ( collectively, the "Seller") and OmniReliant Holdings, Inc., a Nevada corporation with offices at 14375 Myerlake Circle, Clearwater, FL 33760 ("Purchaser) (each, a “Party” and, collectively, the “Parties”).
LICENSE AND MARKETING AGREEMENTLicense and Marketing Agreement • October 16th, 2009 • Omnireliant Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS LICENSE AND MARKETING AGREEMENT ("Agreement”) is entered into as of October 9, 2009 (the "Effective Date") between OmniReliant Holdings, Inc. (“Licensor”) and Zurvita Holdings, Inc (“Licensee”).
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”).
AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • December 28th, 2010 • Infusion Brands International, Inc. • Perfumes, cosmetics & other toilet preparations
THIS AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTE (this “Amendment”), is entered into as of the 16th day of December, 2010, by and between WEBCARNATION LLC, (the “Company”), and OMNIRELIANT HOLDINGS, INC. (the “Holder”).
