SECOND AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • December 20th, 2011 • Infusion Brands International, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS SECOND AMENDED AND RESTATED SECURITY AGREEMENT (this “Security Agreement”) is made as of December 14, 2011 by and between Infusion Brands International, Inc. (f/k/a 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, and amends and restates that certain Amended and Restated Security Agreement between Debtor and Vicis dated July 8, 2011 (the “Amended Security Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 20th, 2011 • Infusion Brands International, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 14, 2011 between Infusion Brands International, 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”).
SERIES G COMMON STOCK PURCHASE WARRANT To Purchase 35,000,000 Shares of Common Stock of INFUSION BRANDS INTERNATIONAL, INC.Common Stock Purchase Warrant • December 20th, 2011 • Infusion Brands International, 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 December 14, 2011 (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 INFUSION BRANDS INTERNATIONAL, INC., a Nevada corporation (the “Company”), up to 35,000,000 shares (the “Warrant Shares”) of Common Stock, par value $.00001 per share, of the Company (the “Common Stock”).
SECOND AMENDED AND RESTATED GUARANTOR SECURITY AGREEMENTGuarantor Security Agreement • December 20th, 2011 • Infusion Brands International, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS SECOND AMENDED AND RESTATED GUARANTOR SECURITY AGREEMENT (this “Security Agreement”) dated December 14, 2011, amends and restates the Amended and Restated Guarantor Security Agreement dated as of July 8, 2011, by and among Infusion Brands, Inc. (f/k/a Omniresponse, Inc.), a Nevada corporation, Fashion Safari, Inc., a Nevada corporation, 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 (the “Amended Guarantor Security Agreement”). Each of OmniReliant Acquisition Sub, Inc., Designer Liquidator, Inc., OmniResponse Cleaning Solutions, Inc., Dual Saw, Inc., OmniResponse Safety Solutions, Inc., and OmniReliant Corp., which were parties to the 2010 Guarantor Security Agreement (as defined below), had been released from its obligations under this Security Agreement by Vicis prior to entering into the Amended Guarantor Security Agreement by the parties thereto. Fashion Safari,
SECOND AMENDED AND RESTATED GUARANTY AGREEMENTGuaranty Agreement • December 20th, 2011 • Infusion Brands International, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS SECOND AMENDED AND RESTATED GUARANTY AGREEMENT (this “Guaranty”) dated December 14, 2011, amends and restates that certain Amended and Restated Guaranty Agreement dated as of July 8, 2011 by and between Infusion Brands, Inc. (f/k/a Omniresponse, Inc.), a Nevada corporation, Fashion Safari, Inc., a Nevada corporation, 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. Each of OmniReliant Acquisition Sub, Inc., OmniResponse Cleaning Solutions, Inc., Designer Liquidator, Inc., Dual Saw, Inc., OmniResponse Safety Solutions, Inc. and OmniReliant Corp. was a party to the 2010 Guaranty Agreement (as defined below) but has been released from its obligations hereunder pursuant to a release previously executed by Vicis. Fashion Safari, Inc. and Infusion Brands, Inc. shall be collectively referred to herein as the “Guarantor”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 20th, 2011 • Infusion Brands International, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 14, 2011 among Infusion Brands International, 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”),.
