REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 4th, 2006 • Kaizen Management, L.P. • Services-detective, guard & armored car services • Georgia
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 14, 2005, is by and among TRI-S SECURITY CORPORATION, a Georgia corporation (the “Company”), and each of the investors whose names appear on the signature pages hereof (each an “Investor” and, collectively, the “Investors”).
JOINT FILING AGREEMENTJoint Filing Agreement • December 4th, 2006 • Kaizen Management, L.P. • Services-detective, guard & armored car services
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the common stock of TRI-S Security Corporation and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of December 4, 2006.
WARRANT TO PURCHASE 156,250 SHARES OF COMMON STOCK OF TRI-S SECURITY CORPORATIONWarrant Agreement • December 4th, 2006 • Kaizen Management, L.P. • Services-detective, guard & armored car services • Georgia
THIS CERTIFIES THAT, for value received, Select Contrarian Value Partners, L.P. or (subject to the restrictions on transfer contained herein) its registered assigns (the “Holder”) is entitled to purchase from Tri-S Security Corporation, a Georgia corporation (the “Company”), at any time or from time to time after 9:00 a.m., Atlanta, Georgia time, after the date on which Shareholder Approval (as hereinafter defined) is obtained and prior to 5:00 p.m., Atlanta, Georgia time, on the date which is the third anniversary of the Issue Date set forth above (the “Expiration Date”), at the place where the Warrant Agency (as hereinafter defined) is located, at the Exercise Price (as hereinafter defined), the number of shares of common stock, $0.001 par value per share (the “Common Stock”), of the Company specified above, all subject to adjustment and upon the terms and conditions as hereinafter provided.
