SECURITY AGREEMENTSecurity Agreement • July 6th, 2010 • Omnireliant Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS SECURITY AGREEMENT (this “Security Agreement”) is made as of June 30, 2010 by and between OmniReliant Holdings, Inc., a Nevada corporation (“Debtor”), and Vicis Capital Master Fund (“Vicis”), a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 6th, 2010 • Omnireliant Holdings, Inc. • Perfumes, cosmetics & other toilet preparations
This Executive Employment Agreement (the “Agreement”), by and among OmniReliant Holdings, Inc., a Nevada corporation (“Company”) and Robert DeCecco (“Employee”), is hereby entered into on June 30, 2010
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 6th, 2010 • Omnireliant Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 30, 2010 among OmniReliant Holdings, Inc., a Nevada corporation (the “Company”), and Vicis Capital Master Fund, a sub-trust of the Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 6th, 2010 • Omnireliant Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 30, 2010 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 (“Vicis” or the “Purchaser”),.
SERIES G COMMON STOCK PURCHASE WARRANT To Purchase 50,000,000 Shares of Common Stock of OMNIRELIANT HOLDINGS, INC.Common Stock Purchase • July 6th, 2010 • Omnireliant Holdings, Inc. • Perfumes, cosmetics & other toilet preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, VICIS CAPITAL MASTER FUND (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 June 30, 2010 (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 50,000,000 shares (the “Warrant Shares”) of Common Stock, par value $.00001 per share, of the Company (the “Common Stock”).
GUARANTOR SECURITY AGREEMENTGuarantor Security Agreement • July 6th, 2010 • Omnireliant Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS GUARANTOR SECURITY AGREEMENT (this “Security Agreement”) is dated as of June 30, 2010, by and between Omniresponse, Inc., a Nevada corporation, OmniReliant Acquisition Sub, Inc., a Nevada corporation,Designer Liquidator, Inc., a Nevada corporation,, OmniResponse Cleaning Solutions, Inc., a Florida corporation, Dual Saw, Inc., a Florida corporation, OmniResponse Safety Solutions, Inc., a Florida corporation and OmniReliant Corp., a Florida corporation (each a “Debtor” and collectively, the “Debtors”), and Vicis Capital Master Fund (“Vicis”), a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands.
GUARANTY AGREEMENTGuaranty Agreement • July 6th, 2010 • Omnireliant Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS GUARANTY AGREEMENT (this “Guaranty”) is made as of June 30, 2010 by and between Omniresponse, Inc., a Nevada corporation, OmniReliant Acquisition Sub, Inc., a Nevada corporation, Designer Liquidator, Inc., a Nevada corporation,, OmniResponse Cleaning Solutions, Inc., a Florida corporation, Dual Saw, Inc., a Florida corporation, OmniResponse Safety Solutions, Inc., a Florida corporation and OmniReliant Corp., a Florida corporation (each a “Guarantor” and collectively, the “Guarantors”), and Vicis Capital Master Fund (“Vicis”), a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands.
