FIRST AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT
FIRST
AMENDMENT TO THE
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”).
On April 30, 2008, the Company and
Midtown entered into the Registration Rights Agreement (the “Registration Rights
Agreement”), which provides for piggy-back registration
rights. The parties now wish to amend the terms of the Registration
Rights Agreement in accordance with the terms stated
herein. 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 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 exercise in full of the Series BD-10, Series BD-11,
Series BD-12, and Series BD-13 Common Stock Purchase Warrants issued to Midtown
pursuant to the Placement Agreement, (ii) any additional shares issuable in
connection with any anti-dilution provisions associated with such warrants, and
(iii) 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 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.
| OMNIRELIANT HOLDINGS, INC. | |||
|
|
By:
|
/s/ Xxxx Xxxxxxxx | |
| Name: Xxxx Xxxxxxxx | |||
| Title: Chief Executive Officer | |||
| MIDTOWN PARTNERS &CO., LLC | |||
|
|
By:
|
/s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | |||
| Title: President | |||
