FIRST AMENDMENT TO PLACEMENT AGENT AGREEMENT
FIRST
AMENDMENT TO
This
FIRST AMENDMENT to the PLACEMENT AGENT AGREEMENT, dated effective as of November
22, 2006 (the "AMENDMENT"), is made by and among OMNIRELIANT CORP., a Florida
corporation ("OMNI"), MIDTOWN PARTNERS & CO., LLC, a Florida limited
liability company (the "PLACEMENT AGENT"), and WILLOWTREE ADVISOR, INC.,
a
Nevada corporation ("WLLW").
BACKGROUND
INFORMATION
OMNI
and
Placement Agent entered into a Placement Agent Agreement on October 18, 2006
(the "PLACEMENT AGENT AGREEMENT"). The parties have agreed to modify the
provisions of the Placement Agent Agreement to the extent set forth herein.
All
capitalized terms not otherwise defined herein shall have the meanings ascribed
to them in the Placement Agent Agreement.
OPERATIVE
PROVISIONS
1.
Amendment to the Preamble. The Preamble of the Placement Agent Agreement
is amended to include WLLW, and the amended Preamble shall read as
follows:
"This
agreement (the "Agreement"), made as of this 18th day of October, 2006, by
and
among OMNIRELIANT CORP., a Florida corporation and Willowtree Advisor, Inc.,
a
Nevada corporation maintaining an address at 0000 Xxxxxxxxxx Xxxx., Xxxxx
000,
Xxxxx, Xxxxxxx 00000 (together, the "Company"); and MIDTOWN PARTNERS & CO.,
LLC, a Florida limited liability company maintaining an address at 0000
Xxxxxxxxxx Xxxx., Xxxxx, Xxxxxxx 00000 (the "Placement Agent" or "Midtown"
or
"Midtown Partners"), confirms the understanding and agreement between the
Company and the Placement Agent as follows:"
2.
Amendment to Section VIII(a)(2), Sentence Eight. Section VIII(a)(2) is
amended by deleting the present form of Sentence Eight in its entirety and
by
substituting, in lieu thereof, the following:
"The
Warrants shall also include piggyback registration rights."
4.
Ratification of Placement Agent Agreement. The terms and conditions of
the Placement Agent Agreement that have not been modified by this Amendment
shall remain in full force and effect.
IN
WITNESS WHEREOF, this Amendment has been executed by the parties hereto as
of
this 22nd
day of
November, 2006.
| OMNIRELIANT CORP. | ||
| |
|
|
| /s/ Xxxxx Xxxxxxxx | ||
|
Xxxxx Xxxxxxxx, Chief Executive Officer |
||
| WILLOWTREE ADVISOR, INC. | ||
| |
|
|
| /s/ Xxxxx Xxxxxxxx | ||
|
Xxxxx Xxxxxxxx, Chief Executive Officer |
||
| MIDTOWN PARTNERS & CO., LLC | ||
| |
|
|
| /s/ Xxxxx Xxxxxx | ||
|
Xxxxx Xxxxxx, President |
||
[Signature
Page to First Amendment to Placement Agent Agreement]
