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.Msgi Security Solutions, Inc • May 24th, 2007 • 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).
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”).
8% SECURED CONVERTIBLE DEBENTURE DUE MAY ___, 2010Msgi Security Solutions, Inc • May 24th, 2007 • 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”).
SECURITY AGREEMENTSecurity Agreement • May 24th, 2007 • Msgi Security Solutions, Inc • Services-business services, nec • New York
This SECURITY AGREEMENT, dated as of May 21, 2007 (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 May 21, 2007 in the original aggregate principal amount of $5,000,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • May 24th, 2007 • Msgi Security Solutions, Inc • Services-business services, nec • New York
SUBSIDIARY GUARANTEE, dated as of May 21, 2007 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between MSGI Security Solutions, Inc., a Nevada corporation (the “Company”) and the Purchasers.
