0001104659-12-060558 Sample Contracts

AMENDED AND RESTATED SECURITY AGREEMENT
Security Agreement • August 29th, 2012 • Homeland Security Capital CORP • General bldg contractors - residential bldgs • New Jersey

THIS AMENDED AND RESTATED SECURITY AGREEMENT (the “Agreement”) dated as of August 28, 2012 by CSS MANAGEMENT CORP., a Pennsylvania corporation with its principal place of business located at 4601 North Fairfax Road, Suite 1200, Arlington, VA 22203 (the “Company” or “Grantor”), in favor YA GLOBAL INVESTMENTS, L.P. (the “Secured Party”).

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Timios National Corporation
Termination and Release Agreement • August 29th, 2012 • Homeland Security Capital CORP • General bldg contractors - residential bldgs
AMENDED AND RESTATED NON-RECOURSE GUARANTY AGREEMENT
Non-Recourse Guaranty Agreement • August 29th, 2012 • Homeland Security Capital CORP • General bldg contractors - residential bldgs • New Jersey

This AMENDED AND RESTATED NON-RECOURSE GUARANTY AGREEMENT dated as of August 28, 2012 (the “Guaranty”) is by CSS Management Corp. (f/k/a Corporate Security Solutions, Inc.), a Pennsylvania corporation (“Guarantor”), in favor of YA Global Investments, L.P. (together with its successors and assigns, the “Secured Party”).

EXCHANGE AGREEMENT
Exchange Agreement • August 29th, 2012 • Homeland Security Capital CORP • General bldg contractors - residential bldgs • Delaware

This Exchange Agreement (the “Agreement”) is entered into this 28th day of August, 2012, by and among Timios National Corporation, a Delaware corporation (the “Company”), YA Global Investments, L.P., a Cayman Islands exempt limited partnership (“YA”), C. Thomas McMillen (“McMillen”), Michael T. Brigante (“Brigante”), FFZ Family Trust (“FFZ”), Trevor Stoffer (“Stoffer,” and with McMillen, Brigante and FFZ, the “Management”), Raymond Davison (“Davison”), Leonard Splane (“LSplane”), Timothy Splane (“TSplane”), Yutaka Sarumaru (“Sarumaru”) and Ross English (“English,” and with Stoffer, Davison, LSplane, TSplane and Sarumaru, the “Timios Management”).

VOTING AGREEMENT
Voting Agreement • August 29th, 2012 • Homeland Security Capital CORP • General bldg contractors - residential bldgs • Delaware

This Voting Agreement (this “Agreement”), dated as of August 28, 2012, is entered into by and among Timios National Corporation, a Delaware corporation (the “Company”), each of the stockholders of the Company listed on the signature page hereto (individually, a “Stockholder” and, collectively, the “Stockholders”).

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