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.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 12th, 2007 • Msgi Security Solutions, Inc • Services-business services, nec • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 5, 2007, by and among MSGI Security Solutions, Inc., a Nevada corporation, with headquarters located at 575 Madison Avenue, New York, New York 10022 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).
