FIRST AMENDMENT TO THE AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
FIRST
AMENDMENT TO THE
AMENDED
AND RESTATED REGISTRATION RIGHTS AGREEMENT
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”).
On
October 18, 2007, the Company, Vicis, and Dynamic entered into an Amended and
Restated Registration Rights Agreement (the “Amended
and Restated Registration Rights Agreement”),
which
provides for piggy-back registration rights.
On
even
date herewith, the Company entered into a Securities Purchase Agreement with
Vicis (the “April
Vicis Purchase Agreement”)
in
connection with the purchase of Series D Convertible Preferred Stock, $.0001
par
value (the “Series
D Convertible Preferred Stock”),
and
certain Series D Common Stock Purchase Warrants (the “Series
D Warrants”).
As an
inducement to Vicis to make an additional investment, the Company, Vicis and
Dynamic have agreed to enter into this Amendment.
Accordingly,
in consideration of the mutual promises and covenants hereinafter set forth,
the
parties hereto agree as set forth below.
OPERATIVE
PROVISIONS
1. Section
1; Registrable Securities.
The
definition of “Registrable Securities”, as set forth in Section 1 of the Amended
and Restated Registration Rights Agreement, is hereby deleted in its entirety
and replaced with the following:
“Registrable
Securities”
means,
as of the date in question, (i) all of the shares of Common Stock issuable
upon
conversion in full of the shares of Series C Convertible Preferred Stock issued
to Vicis pursuant to the Vicis Purchase Agreement, (ii) all of the shares of
Common Stock issuable upon exercise in full of the Series C-1 and Series C-2
Common Stock Purchase Warrants issued to Vicis pursuant to the Vicis Purchase
Agreement, (iii) all of the shares of Common Stock issuable upon conversion
in
full of the shares of Series C Convertible Preferred Stock issued to Dynamic
pursuant to the Dynamic Purchase Agreement, (iv) all of the shares of Common
Stock issuable upon exercise in full of the Series C-1 and Series C-2 Common
Stock Purchase Warrants issued to Dynamic pursuant to the Dynamic Purchase
Agreement, (v) all of the shares of Common Stock issuable upon conversion in
full of the shares of Series D Convertible Preferred Stock issued to Vicis
pursuant to the April Vicis Purchase Agreement, (vi) all of the shares of Common
Stock issuable upon exercise in full of the Series D Warrants issued to Vicis
pursuant to the April Vicis Purchase Agreement, (vi) any additional shares
issuable in connection with any anti-dilution provisions associated with such
preferred stock and warrants, and (vii) any securities issued or issuable upon
any stock split, dividend or other distribution, recapitalization or similar
event with respect to the foregoing.
2. Ratification
of Agreement.
The
terms and conditions of the Amended and Restated Registration Rights Agreement
that have not been modified by this Amendment shall remain in full force and
effect.
3. Counterparts.
This
Amendment may
be
executed in any number of counterparts, each of which shall be an original,
but
all of which together shall constitute one instrument.
IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date first
written above.
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By:__________________________________________
Name:
Xxxx Xxxxxxxx
Title:
Chief Executive Officer
VICIS
CAPITAL MASTER FUND
By:__________________________________________
Name:
Title:
DYNAMIC
DECISIONS STRATEGIC OPPORTUNITIES
By:__________________________________________
Name:
Title:
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