SERIES C-2 COMMON STOCK PURCHASE WARRANT To Purchase ________ Shares of Common Stock of OMNIRELIANT HOLDINGS, INC.Securities Agreement • October 24th, 2007 • Omnireliant Holdings, Inc. • Perfumes, cosmetics & other toilet preparations
THIS SERIES C-2 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 tenth (10th) 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, of the Company (the “Common Stock”). 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 AGREEMENTSecurities Purchase Agreement • October 24th, 2007 • Omnireliant Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • Florida
This Securities Purchase Agreement (this “Agreement”) is dated as of October 18, 2007 among OmniReliant Holdings, Inc., a Nevada corporation (the “Company”), and 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 (the “Purchaser”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 24th, 2007 • Omnireliant Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • Florida
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as of October 18, 2007 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”). Vicis and Dynamic are sometimes referred to herein individually, as a “Purchaser” and collectively, as the “Purchasers”.
Agreement for the purchase of all of the issued and outstanding share capital of KHL Holdings, Inc.Share Purchase Agreement • October 24th, 2007 • Omnireliant Holdings, Inc. • Perfumes, cosmetics & other toilet preparations
The Vendor has agreed to sell, or ensure the sale of, all of the issued and outstanding share capital of the Company (Shares) to the Purchaser, on and subject to the provisions of this Agreement.
Subscription AgreementSubscription Agreement • October 24th, 2007 • Omnireliant Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • England and Wales
Accounts: the audited financial statements of the Company and the Subsidiaries comprising the individual accounts of the Company and the Subsidiaries, and in the case of the Company, the consolidated group accounts including in each case the balance sheet, the profit and loss account together with the notes thereon, the cashflow statement and the auditors' and directors' reports as at, or for the 12 month period ended on, the Accounts Date.
