this Agreement by legal counsel of its own choice or has
voluntarily declined to seek such counsel; and (c) it understands the terms and
consequences of this Agreement and is fully aware of the legal and binding
effect of this Agreement.
SERIES 6-A PREFERRED STOCK AND
WARRANT PURCHASE AGREEMENT
10
8.12 Entire Agreement. This Agreement (including the Exhibits hereto)
constitutes the full and entire understanding and agreement among the parties
with respect to the subject matter hereof, and any other written or oral
agreement relating to the subject matter hereof existing among the parties is
expressly canceled.
[SIGNATURE PAGE FOLLOWS]
SERIES 6-A PREFERRED STOCK AND
WARRANT PURCHASE AGREEMENT
11
IN WITNESS WHEREOF, the parties have executed this Series 6-A Preferred Stock
and Warrant Purchase Agreement as of the date first written above.
COMPANY:
TRI-ISTHMUS GROUP, INC.
By:
DAVID HIRSCHHORN, CEO
Address:
9663 Santa Monica Blvd.
#959
Beverly Hills, CA 90210
PURCHASER:
DAN CHEN
Address:
SERIES 6-A PREFERRED STOCK AND
WARRANT PURCHASE AGREEMENT
[Signature Page]
EXHIBIT A
Form of Warrant
(See attached)
EXHIBIT A TO SERIES 6-A PREFERRED STOCK AND
WARRANT PURCHASE AGREEMENT
A-1
EXHIBIT "A"
WARRANT NO. _____
THE OFFER AND SALE OF THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES
LAWS. THE WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR
OTHERWISE DISPOSED OF UNLESS THE OFFER AND SALE THEREOF HAS BEEN REGISTERED
UNDER THOSE LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL
SATISFACTORY TO IT THAT SUCH DISPOSITION IS IN COMPLIANCE WITH THE SECURITIES
ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
Right to Purchase
Shares
of Common Stock of Tri-Isthmus Group, Inc.
TRI-ISTHMUS GROUP, INC.
Common Stock Purchase Warrant
TRI-ISTHMUS GROUP, INC., a Delaware corporation (the "Company"), hereby
certifies that, for value received,
, with an address of
(the "Holder") is
entitled, subject to the terms set forth below, to purchase from the Company at
any time on or before 5:00 p.m., Pacific Daylight Time, on
, 2011 (the
"Expiration Date"),
(
) fully
paid and nonassessable shares of common stock of the Company, par value $0.01
per share (the "Common Stock"), at a purchase price per share equal to the
Purchase Price, as defined herein. The number of such shares of Common Stock and
the Purchase Price are subject to adjustment as provided in this Warrant. The
initial purchase price for shares subject to this Warrant will be $0.50 per
share (the "Initial Purchase Price"), and will be adjusted from time to time as
provided herein. The Initial Purchase Price or, if such price has been adjusted,
the price per share of Common Stock as last adjusted pursuant to the terms
hereof is referred to as the "Purchase Price" herein.
1. Exercise of Warrant. This Warrant may be exercised by the Holder hereof in
full at any time until the Expiration Date by surrender of this Warrant and the
subscription form annexed hereto (duly executed