Exhibit
10.1 Form of Warrant Purchase Agreement Dated April
2009
AGREEMENT
This Agreement
is made and entered into this___________, 2009 by and between
OxySure Systems, Inc., a Delaware Corporation
(“OxySure”) and RKH Capital Group a Florida
Corporation (“RKH”).
WITNESSETH:
NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged by the parties to this Agreement, said
parties agree as follows:
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OxySure agrees
to sell up to 7.5 million (7,500,000) warrants to RKH in blocks of
fifty thousand (50,000) warrants per block.
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RKH agrees to
purchase up to 7.5 million (7,500,000) warrants from OxySure in
blocks of fifty thousand (50,000) warrants per block.
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Each warrant
entitles the bearer to purchase one common share at a 25% discount
from the average bid price for the five days preceding the exercise
date.
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The form of
warrant is attached hereto as Exhibit A.
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The sale and
purchase of the warrants shall begin on the date that OxySure
receives an OTCBB listing and continue for a period of six (6)
months from said date.
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(1)
Representations and Warranties. The parties to this Agreement, and their agents
represent and warrant they are entering into this Agreement and the
performance by them, and their agents hereunder will not conflict
with, violate or constitute a breach of, or require any consent or
approval under any agreement, license, arrangement or
understanding, or any law, judgment, decree, order, rule or
regulation to which they and their agents are a party or by which
it is bound.
The signatories
and parties to this agreement warrant that they are authorized to
enter into this agreement and is binding upon the parties
hereto. All entities which are parties to this agreement
warrant that they are in good standing and current with their
states or locations of domicile and that their entering into this
agreement will not violate or breach any other binding agreement of
the parties.
(2)
Severability. If any provision of this Agreement
is invalid and unenforceable in any jurisdiction, then to the
fullest extent permitted by law: (1) the other provisions hereof
shall remain in full force and effect in such jurisdiction; and (2)
the invalidity or unenforceability of any provision hereof in any
jurisdiction shall not affect the validity or unenforceability of
such provision in any other jurisdiction.
(3) Entire
Agreement. This Agreement contains the entire
understanding and agreement between the parties with respect to the
subject matter hereof and cannot be amended, modified or
supplemented in any respect except by a subsequent written
agreement entered into by the parties.
(4)
Successors. This Agreement may not be
assigned. Subject to the foregoing, in every respect,
this Agreement shall inure to the benefit of and be binding upon
the parties and their successors.
(5) Effect
of Waiver. The waiver by
either party of a breach of any provision of this Agreement shall
not operate, to as or be construed as a waiver of any subsequent
breach.
(6)
Notices. Any
notice, request, demand or other communication in connection with
this Agreement shall be (i) in writing, (ii) delivered by personal
delivery, or sent by commercial delivery service or registered or
certified mail, return receipt requested or sent by facsimile,
(iii) deemed to have been given on the date of personal delivery or
the date set forth in the records of the delivery service or on the
return receipt or, in the case of a facsimile, upon receipt thereof
and (iv) addressed as follows:
RKH Capital
Group OxySure
Systems, Inc.
8586 Warren
Pkwy 10880
John W. Elliot Drive
Suite
827
Suite 600
Frisco, Texas
75034 Frisco,
Texas 75034
(469)
499-4495 (972)
294-6450
or to any such
other or additional persons and addresses as the parties may from
time to time designate in writing delivered in accordance with this
Section.
(7)
Counterparts. This Agreement may be executed in
two or more counterparts, each of which shall be deemed an original
but all of which together shall constitute one and the same
instrument.
(8)
Applicable Law. This Agreement shall be governed by,
and construed in accordance with the laws of the State of Texas. In
the event any action be instituted by a party to enforce any of the
terms and provisions contained herein, the prevailing party in such
action shall entitled to such reasonable attorneys' fees, costs and
expenses as may be fixed by the Court.
IN WITNESS
WHEREOF, the parties have executed this Agreement as the day and
year first stated above.
OxySure
Systems,
Inc. RKH
Capital Group
By:
_______________________ By:
______________________
Julian T. Ross,
CEO
Casey Jensen, President
EXHIBIT A
STOCK PURCHASE WARRANT
NEITHER THIS
WARRANT NOR ANY SECURITIES ON EXERCISE HEREOF HAS BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE
STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION UNDER SUCH
ACT AND APPLICABLE LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM
SUCH REGISTRATION, OR AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS NOT LEGALLY
REQUIRED.
STOCK
PURCHASE WARRANT
This Stock Purchase Warrant (this “
Warrant ”), dated________________, is issued to
_______________________________(the “ Holder ”),
by OxySure Systems, Inc., a Delaware corporation (the “
Company ”).
14. Purchase of
Shares . Subject to the terms and conditions
hereinafter set forth, the Holder is entitled, upon surrender of
this Warrant at the principal office of the Company (or at such
other place as the Company shall notify the holder hereof in
writing), to purchase from the Company _______ fully paid and
non-assessable shares of Common Stock, par value $_0.0001____ per
share (the “ Common Stock ”), of the Company (as
adjusted pursuant to Section 7 hereof, the “
Shares ”) for the purchase price specified in
Section 2 below.
15. Purchase
Price . The purchase price for the Shares is $
_____ per share. Such price shall be subject to
adjustment pursuant to Section 7 hereof (such price, as
adjusted from time to time, is herein referred to as the “
Warrant Price ”).
16. Exercise
Period . This Warrant is exercisable in whole or in
part at any time from the date hereof
through______________.
17.
Transfer of
Warrant. Transfer of this Warrant to a third party
shall be effected by execution and delivery of the Notice of
Assignment attached hereto as Exhibit AA and surrender of this
Warrant for registration of transfer of this Warrant at the primary
executive office of the Company, together with funds sufficient to
pay any applicable transfer tax. Upon receipt of the
duly executed Notice of Assignment and the necessary transfer tax
funds, if any, the Company, at its expense, shall execute and
deliver, in the name of the designated transferee or transferees,
one or more new Warrants representing the
