EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 9th, 1998 • Marketing Services Group Inc • Services-business services, nec • New York
Exhibit 4.1 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF FEBRUARY...Warrant Agreement • February 29th, 2000 • Marketing Services Group Inc • Services-business services, nec • Delaware
Exhibit 4.3 MARKETING SERVICES GROUP, INC. NON-QUALIFIED STOCK OPTION AGREEMENT THIS NON-QUALIFIED STOCK OPTION AGREEMENT effective as of the 14th day of May, 1999, by and between MARKETING SERVICES GROUP, INC. ("MSGI") (the "Company") and EDWARD...Non-Qualified Stock Option Agreement • July 9th, 1999 • Marketing Services Group Inc • Services-business services, nec • Nevada
Exhibit 10.15 AGREEMENT AND PLAN OF MERGER (this "Merger Agreement") effective as of the 1st day of July 1997, by and among MARKETING SERVICES GROUP, INC., a Nevada corporation ("MSGI" or the "Purchaser"); PII MERGER CORP., a New York corporation and...Merger Agreement • September 29th, 1997 • Marketing Services Group Inc • Services-business services, nec • New York
ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of the 31st day of March 2004, by and among SD&A Teleservices, Inc., a Georgia corporation and wholly-owned subsidiary of the Robert W. Woodruff Arts...Asset Purchase Agreement • April 14th, 2004 • Media Service Group Inc • Services-business services, nec • Georgia
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 24th, 2007 • Msgi Security Solutions, Inc • Services-business services, nec
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 21, 2007, between MSGI Security Solutions, Inc., a Nevada corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT MSGI SECURITY SOLUTIONS, INC.Security Agreement • May 24th, 2007 • Msgi Security Solutions, Inc • Services-business services, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MSGI Security Solutions, Inc., a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Exhibit 10.3 SECURITY AGREEMENT SECURITY AGREEMENT (this "Agreement"), dated as of December 13, 2006, by and among MSGI Security Solutions, Inc., a Nevada corporation ("Company"), the subsidiaries of the Company listed on the signature pages hereto,...Security Agreement • December 18th, 2006 • Msgi Security Solutions, Inc • Services-business services, nec • New York
2,100,000 Shares(1) ALL-COMM MEDIA CORPORATION Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 17th, 1997 • All-Comm Media Corp • Services-business services, nec • New York
BETWEENExchange Agreement • January 10th, 2003 • MKTG Services Inc • Services-business services, nec • New York
45 - PHL_A 1339291 v 6 G. Contemporaneous with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration Rights Agreement, in the form attached hereto as Exhibit "C" (the "Registration Rights...Securities Purchase Agreement • February 29th, 2000 • Marketing Services Group Inc • Services-business services, nec • Delaware
EMPLOYMENT AGREEMENT THIS AGREEMENT (this "Agreement") is being made as of the 1st day of January 2000 between MARKETING SERVICES GROUP, INC., a Nevada corporation (the "Company"), having its principal offices at 333 Seventh Avenue, New York, New York...Employment Agreement • October 13th, 2000 • Marketing Services Group Inc • Services-business services, nec • New York
SECTION 1Stock Purchase Agreement • April 27th, 2004 • Media Service Group Inc • Services-business services, nec • New York
Exhbit 4.2 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF DECEMBER...Warrant Agreement • December 18th, 2006 • Msgi Security Solutions, Inc • Services-business services, nec • New York
EMPLOYMENT AGREEMENT THIS AGREEMENT (this "Agreement") is being made as of this 22nd day of March 2000 among GRIZZARD ADVERTISING INCORPORATED, a Texas corporation ("Grizzard"), having its principal offices at 229 Peachtree Street, N.E., Suite 900,...Employment Agreement • October 13th, 2000 • Marketing Services Group Inc • Services-business services, nec • New York
Exhibit 4.3 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 18, 2000, by and among MARKETING SERVICES GROUP, INC., a Nevada corporation, with its headquarters located at 333 Seventh Avenue, 20th...Registration Rights Agreement • February 29th, 2000 • Marketing Services Group Inc • Services-business services, nec • Delaware
EMPLOYMENT AGREEMENT This Employment Agreement is entered into as of the 1st day of July, 1996 but shall be deemed to have become effective on July 1, 1995 by and between All-Comm Media Corporation, a Nevada corporation (the "Company"), and William...Employment Agreement • October 17th, 1996 • All-Comm Media Corp • Services-business services, nec • California
Exhibit 10 MARKETING SERVICES GROUP, INC. FOURTH MEMORANDUM OF UNDERSTANDING This is to confirm our understanding that we hereby agree to amend for a fourth time, effective as of November 19, 1997 and in memorialization of the agreements reached as of...Memorandum of Understanding • September 28th, 1998 • Marketing Services Group Inc • Services-business services, nec
ANDMerger Agreement • July 19th, 1999 • Marketing Services Group Inc • Services-business services, nec • New York
2.1 LINE OF CREDIT. The original, executed Note; -------------- 2.2 TERM LOAN. The original, executed Term Note; ---------Loan Agreement • February 19th, 1997 • All-Comm Media Corp • Services-business services, nec • California
CREDIT AGREEMENT dated as of March 22, 2000Credit Agreement • May 16th, 2000 • Marketing Services Group Inc • Services-business services, nec • New York
Right to Purchase ________ Shares of Common Stock, par value $.01 per share STOCK PURCHASE WARRANT THIS CERTIFIES THAT, for value received,_______________________ or its registered assigns, is entitled to purchase from MSGI Security Solutions, Inc. a...Stock Purchase Warrant • July 7th, 2006 • Msgi Security Solutions, Inc • Services-business services, nec • New York
1 Exhibit 10.3 AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT Amendment No. 1 to the Registration Rights Agreement referred to below, dated as of October 9, 1996 ("Amendment No. 1"), among All-Comm Media Corporation, a Nevada corporation (the...Registration Rights Agreement • November 14th, 1996 • All-Comm Media Corp • Services-business services, nec
EMPLOYMENT AGREEMENT THIS AGREEMENT (this "Agreement") is being made as of the 30th day of June 2000 between MARKETING SERVICES GROUP, INC., a Nevada corporation (the "Company"), having its principal offices at 333 Seventh Avenue, New York, New York...Employment Agreement • October 13th, 2000 • Marketing Services Group Inc • Services-business services, nec • New York
Exhibit 10.20 EMPLOYMENT AGREEMENT THIS AGREEMENT (this "Agreement") is being made as of the 1st day of July, 1997 between PEGASUS INTERNET, INC., a New York corporation (the "Company"), having its principal offices at 122 East 11th Street, Suite 4C,...Employment Agreement • September 29th, 1997 • Marketing Services Group Inc • Services-business services, nec • New York
SECURITY AGREEMENT SECURITY AGREEMENT (this "Agreement"), dated as of July __, 2005, by and among MSGI Security Solutions, Inc., a Nevada corporation ("Company"), and the secured parties signatory hereto and their respective endorsees, transferees and...Security Agreement • July 19th, 2005 • Msgi Security Solutions, Inc • Services-business services, nec • New York
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of December 13, 2006, by and among MSGI Security Solutions, Inc., a Nevada corporation with its headquarters located at 575 Madison Avenue, New York,...Registration Rights Agreement • December 18th, 2006 • Msgi Security Solutions, Inc • Services-business services, nec • New York
ContractWarrant Agreement • April 12th, 2007 • Msgi Security Solutions, Inc • Services-business services, nec • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF APRIL 5, 2007, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, REASONABLY ACCEPTABLE TO THE COMPANY’S COUNSEL, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
8% SECURED CONVERTIBLE DEBENTURE DUE MAY ___, 2010Convertible Security Agreement • May 24th, 2007 • Msgi Security Solutions, Inc • Services-business services, nec • New York
THIS DEBENTURE is one of a series of duly authorized and validly issued 8% Secured Convertible Debentures of MSGI Security Solutions, Inc., a Nevada corporation, (the “Company”), having its principal place of business at 575 Madison Ave., 10th Fl., New York, NY 10022, designated as its 8% Secured Convertible Debenture due May ___, 2010 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of December 13, 2006, by and among MSGI Security Solutions, Inc., a Nevada corporation, with headquarters located at 575 Madison Avenue, New York,...Securities Purchase Agreement • December 18th, 2006 • Msgi Security Solutions, Inc • Services-business services, nec • New York
BETWEENStandstill Agreement • February 25th, 2002 • Marketing Services Group Inc • Services-business services, nec • Delaware
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 24th, 2007 • Msgi Security Solutions, Inc • Services-business services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 21, 2007 between MSGI Security Solutions, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • August 27th, 2008 • Msgi Security Solutions, Inc • Electronic components & accessories • New York
This SECURITY AGREEMENT, dated as of August __, 2008 (this “Agreement”), is among MSGI Security Solutions, Inc., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 8% Secured Convertible Debentures due May 21, 2010 and issued on August __, 2008, in the original aggregate principal amount of $4,000,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
Exhibit 10.4 INTELLECTUAL PROPERTY SECURITY AGREEMENT INTELLECTUAL PROPERTY SECURITY AGREEMENT (this "Agreement" dated as of December 13, 2006, by and among MSGI Security Solutions, Inc., a Nevada corporation (the "Company"), the subsidiaries of the...Intellectual Property Security Agreement • December 18th, 2006 • Msgi Security Solutions, Inc • Services-business services, nec • New York
VOTING AGREEMENTVoting Agreement • August 13th, 1999 • Marketing Services Group Inc • Services-business services, nec
