0001144204-07-029870 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration 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”).

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SERIES B-1/SERIES B-2] COMMON STOCK PURCHASE WARRANT OMNIRELIANT HOLDINGS, INC.
Omnireliant Holdings, Inc. • June 1st, 2007 • Perfumes, cosmetics & other toilet preparations

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (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 earlier of ____1 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 ______ 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 AGREEMENT
Securities 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”).

Midtown Partners & Co., LLC
Placement Agent Agreement • June 1st, 2007 • Omnireliant Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • Florida
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