OMNIBUS AMENDMENT AND WAIVEROmnibus Amendment and Waiver • November 1st, 2007 • Ams Health Sciences Inc • Wholesale-durable goods, nec • New York
This OMNIBUS AMENDMENT AND WAIVER (this “Amendment”), dated as of October 26, 2007, is entered into by and between AMS HEALTH SCIENCES, INC., a corporation organized under the laws of Oklahoma (the “Company”), LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”), VALENS OFFSHORE SPV I, LTD. a Cayman Islands company (“VOFSPVI”), VALENS U.S. SPV I, LLC, a Delaware limited liability company (“VUSSPVI”), ERATO CORP., a Delaware corporation (“Erato”) and VALENS OFFSHORE SPV II, CORP., a Delaware corporation (“VOFSPVII” and together with Laurus, VOFSPVI, VUSSPVI and ERATO, the “Holders” and each, a “Holder”) for the purpose of amending and amending and restating and waiving certain terms of (i) the Secured Convertible Term Note, dated as of June 28, 2006 (as amended and restated, amended, modified and/or supplemented from time to time, the “Term Note”), issued by the Company to Laurus, and subsequently assigned in part by Laurus to each of VOFSPVI and VUSSPVI, (ii) the Securities Pu
