WARRANTWarrant Agreement • November 21st, 2005 • Tri-S Security Corp • Services-detective, guard & armored car services • Georgia
THIS CERTIFIES THAT, for value received, 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 21st, 2005 • Tri-S Security Corp • Services-detective, guard & armored car services • Georgia
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 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”).
ContractConvertible Promissory Note • November 21st, 2005 • Tri-S Security Corp • Services-detective, guard & armored car services • Georgia
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO: (A) THE RESTRICTIONS SET FORTH HEREIN AND (B) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO TRI-S SECURITY CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
