0001144204-06-035633 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 24th, 2006 • Homeland Security Capital CORP • Services-computer integrated systems design • Delaware

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 21, 2006, by and among HOMELAND SECURITY CAPITAL CORPORATION, a Delaware corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).

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INVESTOR REGISTRATION RIGHTS AGREEMENT
Investor Registration Rights Agreement • August 24th, 2006 • Homeland Security Capital CORP • Services-computer integrated systems design • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 21, 2006, by and among HOMELAND SECURITY CAPITAL CORPORATION, a Delaware corporation (the “Company”), and the undersigned investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).

PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • August 24th, 2006 • Homeland Security Capital CORP • Services-computer integrated systems design • Delaware

THIS PLEDGE AND SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of August 21, 2006, by and between HOMELAND SECURITY CAPITAL CORPORATION, a Delaware corporation (the “Company”), and the BUYER(S) (the “Secured Party”) listed on Schedule I attached to the Securities Purchase Agreement (the “Securities Purchase Agreement”) dated the date hereof between the Company and the Secured Party.

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