oxysures1051509ex10.htm


    
      

      

    

    


    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:

    


    
      	
              (a)  

            	
              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.

            


    

    
      	
              (b)  

            	
              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.

            


    

    
      	
              (c)  

            	
              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.

            


    

    
      	
              (d)  

            	
              The
      form of warrant is attached hereto as Exhibit
A.

            


    

    
      	
              (e)  

            	
              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.

            


    

    


    (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.

    


    
      
        
           


        

        
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    (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

    


    
      
        
           


        

        
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    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”).

     

    


    
      
        
           


        

        
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    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
right to purchase a like aggregate number of shares of Common
Stock.

     

    18. Method of
Exercise.  While this Warrant remains outstanding and
exercisable in accordance with Section 3 above, the
Holder may exercise, in whole or in part, the purchase rights evidenced
hereby.  Such exercise shall be effected by:

     

          
(a) surrender of this Warrant, together
with a duly executed copy of the form of Exercise Notice attached hereto, to the
Secretary of the Company at its principal offices, and the payment to the
Company of an amount equal to the aggregate purchase price for the number of
Shares being purchased, which shall be a whole number of shares; or

     

          
(b) if the Common Stock is publicly traded
as of such date, the instruction to retain that whole number of Shares having a
value equal to the aggregate exercise price of the Shares as to which this
Warrant is being exercised and to issue to the Holder the remainder of such
Shares computed using the following formula:

     

                          
X =           Y(A-B)

                                A

    


                 
Where:

    

      
                              
X =   the
number of shares of Common Stock to be issued to the Holder.

      

    

    
      
      

    

     


                          
Y=    the
number of shares of Common Stock as to which this Warrant is being
exercised.

    
       

    

           A
=           the fair
market value of one share of Common Stock.

    


            B
=           the Warrant
Price.

    


    As used
herein, the “fair market value of one share of Common Stock” shall
mean:

    


            (1)           Except
in the circumstances described in clause (2) hereof, the price per share of the
Common Stock determined in good faith by the Board of Directors of the Company;
or

    


    
      
        
           


        

        
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            (2)           If
such exercise is in conjunction with a merger, acquisition or other
consolidation pursuant to which the Company is not the surviving entity, the
value received by the holders of the Common Stock pursuant to such transaction
for each share.

    


    `9. Certificates for Shares;
Partial Exercise of Warrants.

    


          
(a) Upon the exercise of the purchase
rights evidenced by this Warrant, one or more certificates for the number of
Shares so purchased shall be issued as soon as practicable thereafter, and in
any event within thirty (30) days of the delivery of the Exercise
Notice.

    


          
(b) If this Warrant is surrendered for
partial exercise, the Company shall execute and deliver to the Holder of the
Warrant, without charge to the Holder, a new Warrant exercisable for an
aggregate number of shares of Common Stock equal to the unexercised portion of
the surrendered Warrant.

    


    20. Reservation of
Shares.  The Company covenants that it will at all times keep
available such number of authorized shares of its Common Stock, free from all
preemptive rights with respect thereto, which will be sufficient to permit the
exercise of this Warrant for the full number of Shares specified
herein.  The Company further covenants that such Shares, when issued
pursuant to the exercise of this Warrant, will be duly and validly issued, fully
paid and non-assessable and free from all taxes, liens and charges with respect
to the issuance thereof.

    


    21. Adjustment of Warrant Price
and Number of Shares.  The number and kind of securities
purchasable upon exercise of this Warrant and the Warrant Price shall be subject
to adjustment from time to time as follows:

    


          
(a) Stock Dividends,
Subdivisions, Combinations and Other Issuances.  If the Company
shall at any time prior to the expiration of this Warrant subdivide its Common
Stock, by stock split or otherwise, combine its Common Stock or issue additional
shares of its Common Stock as a dividend with respect to any shares of its
Common Stock, the number of Shares issuable on the exercise of this Warrant
shall forthwith be proportionately increased in the case of a subdivision or
stock dividend and proportionately decreased in the case of a
combination.  Appropriate adjustments shall also be made to the
purchase price payable per share, but the aggregate purchase price payable for
the total number of Shares purchasable under this Warrant (as adjusted) shall
remain the same.  Any adjustment under this Section 7(a) shall
become effective at the close of business on the date the subdivision or
combination becomes effective or as of the record date of such dividend, or, in
the event that no record date is fixed, upon the making of such
dividend.

    


    
      
        
           


        

        
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(b) Reclassification,
Reorganization, Merger, Sale or Consolidation.  In the event of
any reclassification, capital reorganization or other change in the Common Stock
of the Company (other than as a result of a subdivision, combination or stock
dividend provided for in Section 7(a) above)
or in the event of a consolidation or merger of the Company with or into, or the
sale of all or substantially all of the properties and assets of the Company, to
any person, and in connection therewith consideration is payable to holders of
Common Stock in cash, securities or other property, then as a condition of such
reclassification, reorganization or change, consolidation, merger or sale,
lawful provision shall be made, and duly executed documents evidencing the same
shall be delivered to the Holder, so that the Holder shall have the right at any
time prior to the expiration of this Warrant to purchase, at a total price equal
to that payable upon the exercise of this Warrant immediately prior to such
event, the kind and amount of cash, securities or other property receivable in
connection with such reclassification, reorganization or change, consolidation,
merger or sale, by a holder of the same number of shares of Common Stock as were
exercisable by the Holder immediately prior to such reclassification,
reorganization or change, consolidation, merger or sale.  In any such
case, appropriate provisions shall be made with respect to the rights and
interest of the Holder so that the provisions hereof shall thereafter be
applicable with respect to any cash, securities or property deliverable upon
exercise hereof.  Notwithstanding the foregoing, (i) if the Company
merges or consolidates with, or sells all or substantially all of its property
and assets to, any other person, and consideration is payable to holders of
Common Stock in exchange for their Common Stock in connection with such merger,
consolidation or sale which consists solely of cash, or (ii) in the event of the
dissolution, liquidation or winding up of the Company, then the Holder shall be
entitled to receive distributions on the date of such event on an equal basis
with holders of Common Stock as if this Warrant had been exercised immediately
prior to such event, less the Warrant Price.  Upon receipt of such
payment, if any, the rights of the Holder shall terminate and cease, and this
Warrant shall expire.  In case of any such merger, consolidation or
sale of assets, the surviving or acquiring person and, in the event of any
dissolution, liquidation or winding up of the Company, the Company shall
promptly, after receipt of this surrendered Warrant, make payment by delivering
a check in such amount as is appropriate (or, in the case of consideration other
than cash, such other consideration as is appropriate) to such person as it may
be directed in writing by the Holder surrendering this Warrant.

    


    22. Pre-Exercise
Rights.  Prior to exercise of this Warrant, the Holder shall
not be entitled to any rights of a shareholder with respect to the Shares,
including without limitation, the right to vote such Shares, receive preemptive
rights or be notified of shareholder meetings, and the Holder shall not be
entitled to any notice or other communication concerning the business or affairs
of the Company.

    


    
      
        
           


        

        
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    23. Certification of Investment
Purpose.  Unless a current registration statement under the
Securities Act of 1933, as amended, shall be in effect with respect to the
securities to be issued upon exercise of this Warrant, the Holder hereof, by
accepting this Warrant, covenants and agrees that, at the time of exercise
hereof, the Holder will deliver to the Company a written certification that the
securities acquired by the Holder are acquired for investments purposes only and
that such securities are not acquired with a view to, or for sale in connection
with, any distribution thereof.

    


    24. Successors and
Assigns.  The terms and provisions of this Warrant shall inure
to the benefit of, and be binding upon, the Company and the Holder and their
respective successors and assigns.

    


    25. Governing
Law.  This Warrant shall be governed by the laws of the State
of Texas, excluding the conflicts of laws provisions thereof.

    


    
      IN
WITNESS WHEREOF, the undersigned hereby agrees to the terms hereof effective as
of _______________________-.

      COMPANY: OXYSURE SYSTEMS,
INC.

      


      By:__________________________________

       

      Name:________________________________

       

      Title:_________________________________

      


    

    


    
      
        
           


        

        
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    EXERCISE
NOTICE

    


     Dated:  _______________,
____

    


    


    The
undersigned hereby irrevocably elects to exercise the Stock Purchase Warrant,
dated ____________________,  , issued by
_______________________________________, a _______________ corporation (the
“Company”), to the
undersigned to the extent of purchasing ___________ shares of Common Stock and
hereby makes payment of $_________ in payment of the aggregate Warrant Price of
such Shares.

     

     

    
 

    
      COMPANY:____________________________________________________________________________

      


      


      


      By:____________________________________________________________________________

      


      Name:__________________________________________________________________________

      


      Title:___________________________________________________________________________

      

                                                  

    


    


    
      
        
           


        

        
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    Exhibit
AA

    ASSIGNMENT
FORM

    


    (To be
executed only upon the assignment of the within Warrant)

    


    


    FOR VALUE
RECEIVED, the undersigned registered Holder of the within Warrant hereby sells,
assigns and transfers unto _____________________, whose address is

    


    ___________________                                                                                                
all of the rights of the undersigned under the within Warrant, with respect to
shares of Common Stock (as defined within the Warrant) of OxySure Systems, Inc.,
and, if such shares of Common Stock shall not include all the shares of Common
Stock issuable as provided in the within Warrant, that a new Warrant of like
tenor for the number of shares of Common Stock not being transferred hereunder
be issued in the name of and delivered to the undersigned, and does hereby
irrevocably constitute and appoint _________________ attorney to register such
transfer on the books of OxySure Systems, Inc. maintained for that purpose, with
full power of substitution in the premises.

    


    


    Dated:_____________                                                      

    


    Signature
Guaranteed

    


                                By:_______________________________________

                                     (Signature
of Registered Holder)

                                Title:  _____________________________________

    


    NOTICE:                              The
signature to this Notice of Assignment must correspond with

               the
name upon the face of the within Warrant in every particular,

               without
alteration or enlargement or any change whatever.

    


    
      
        
           


        

        
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