0001144204-08-002206 Sample Contracts

MSGI SECURITY SOLUTIONS, INC.
Put Option Agreement • January 14th, 2008 • Msgi Security Solutions, Inc • Electronic components & accessories • New York

Reference is made to that certain Securities Purchase Agreement (the "SPA") dated as of the date hereof by and among each of the Buyers and MSGI Security Solutions, Inc. (the "Company"). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the SPA.

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AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 14th, 2008 • Msgi Security Solutions, Inc • Electronic components & accessories • New York

AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of January 10, 2008, 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 the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").

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