STOCK PURCHASE WARRANTStock Purchase Warrant • February 13th, 2007 • Hyundai Syscomm Corp • Services-business services, nec • Nevada
THIS CERTIFIES THAT, for value received, Hyundai Syscomm Corp., a California corporation (“HYUNDAI”) or its registered assigns, is entitled to purchase from MSGI Security Solutions, Inc. a Nevada corporation (the “Company”), at any time or from time to time during the period specified in Paragraph 2 hereof, up to twenty four million (24,000,000) shares of Common Stock at an exercise price per share equal to U.S. $0.01 (the “Exercise Price”). The term “Warrant Shares,” as used herein, refers to the shares of Common Stock purchasable hereunder. The Warrant Shares and the Exercise Price are subject to adjustment as provided in Paragraph 4 hereof. This Warrant has been issued pursuant to a Subscription Agreement between the Company and HYUNDAI dated as of January 24, 2007 (the “Subscription Agreement”). The term “Warrants” means this “Warrant”. All terms not otherwise defined herein, shall have the meanings set forth in the Subscription Agreement.
Registration Rights Agreement Between US Dataworks, Inc. And Hyundai Syscomm Corp. December 29, 2006Registration Rights Agreement • January 8th, 2007 • Hyundai Syscomm Corp • Services-prepackaged software • California
WHEREAS, HYUNDAI and the Company have entered into a Stock Purchase Agreement (the "Stock Purchase Agreement"), dated as of the date hereof, pursuant to which, among other things: (i) HYUNDAI has agreed, on the terms and conditions set forth therein, to purchase Six Million One Hundred Thousand (6,100,000) shares (the "Purchased Shares") of the Company Common Stock ("Common Stock") for an aggregate purchase price (the "Purchase Price") of One Million Five Hundred Thousand Dollars ($1,500,000); and (ii) the Company has issued and delivered HYUNDAI a warrant dated the date hereof (the "Warrant") that will enable HYUNDAI to achieve and maintain up to Thirty-Nine And Nine-Tenths Percent (39.9%) ownership interest in the outstanding Common Stock of the Company provided that HYUNDAI provides a sufficient level of business to the Company under the Stock Purchase Agreement; and
Joint Filing AgreementJoint Filing Agreement • January 8th, 2007 • Hyundai Syscomm Corp • Services-prepackaged software
Pursuant to Rule 13d−1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Schedule 13D to which this Joint Filing Agreement is being filed as Exhibit 7 shall be a joint statement filed on behalf of each of the undersigned.
Stock Purchase Agreement Between Hyundai Syscomm Corp. And US Dataworks, Inc. Dated December 29, 2006 Stock Purchase AgreementStock Purchase Agreement • January 8th, 2007 • Hyundai Syscomm Corp • Services-prepackaged software • California
Hyundai Syscomm Corp., a California corporation with a place of business at 1065 East Hillsdale Boulevard, Suite 247, Foster City, California 94404 ("Hyundai"), and
AMENDMENT AND MUTUAL RELEASEHyundai Syscomm Corp • March 21st, 2007 • Communications equipment, nec • California
In consideration of the mutual promises and releases hereinafter set forth in this Amendment and Mutual Release and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged:
ContractStock Purchase Agreement • January 5th, 2007 • Hyundai Syscomm Corp • Communications equipment, nec • New Jersey
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 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, 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. THIS WARRANT IS ISSUED SUBJECT TO CERTAIN CONDITIONS INCLUDING STOCKHOLDER APPROVAL AND VESTING
Escrow Agreement Among Hyundai Syscomm Corp. and US Dataworks, Inc. and Hirshfield Law, as Escrow Agent Dated December 29, 2006 ESCROW AGREEMENTEscrow Agreement • January 8th, 2007 • Hyundai Syscomm Corp • Services-prepackaged software • California
This Escrow Agreement is made and entered into as of December 29, 2006, by and among US Dataworks, Inc., a Nevada corporation ("UDW"), Hyundai Syscomm Corp., a California corporation ("HYUNDAI"), and Hirshfield Law, as Escrow Agent hereunder (the "Escrow Agent").
Joint Filing AgreementJoint Filing Agreement • January 5th, 2007 • Hyundai Syscomm Corp • Communications equipment, nec
Pursuant to Rule 13d−1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Schedule 13D to which this Joint Filing Agreement is being filed as Exhibit 7 shall be a joint statement filed on behalf of each of the undersigned.
Software Integration and Resale Agreement Between Hyundai Syscomm Corp. And US Dataworks, Inc. Dated December 29, 2006Hyundai Syscomm Corp • January 8th, 2007 • Services-prepackaged software • California
WHEREAS, UDW and Hyundai are executing and delivering a Stock Purchase Agreement, dated as of the date hereof (the "Stock Purchase Agreement"), and wish to assign the definitions of the capitalized terms defined in the Stock Purchase Agreement to those capitalized terms contained herein without express definition; and
Stock Purchase AgreementStock Purchase Agreement • January 5th, 2007 • Hyundai Syscomm Corp • Communications equipment, nec • California
Electronic Control Security, Inc., a New Jersey corporation with a place of business at 790 Bloomfield Avenue, Bldg C1, Clifton NJ 07012 ("ECSI").
SUB-CONTRACT AGREEMENT Between Hyundai Syscomm Corp. And Electronic Control Security, Inc Dated as of: December 22, 2006Sub-Contract Agreement • January 5th, 2007 • Hyundai Syscomm Corp • Communications equipment, nec • California
(iii)ECSI's relationship with Contractor and its Affiliates will enable ECSI to greatly expand its worldwide exposure, revenues and enterprise value.
ContractHyundai Syscomm Corp • January 8th, 2007 • Services-prepackaged software • Nevada
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 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, 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. THIS WARRANT IS ISSUED SUBJECT TO CERTAIN CONDITIONS INCLUDING STOCKHOLDER APPROVAL AND VESTING
Joint Filing AgreementJoint Filing Agreement • February 13th, 2007 • Hyundai Syscomm Corp • Services-business services, nec
Pursuant to Rule 13d−1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Schedule 13D, as amended, to which this Joint Filing Agreement is being filed as Exhibit 5 shall be a joint statement filed on behalf of each of the undersigned.
Escrow Agreement Among Hyundai Syscomm Corp. And Electronic Control Security, Inc. And Hirshfield Law, as Escrow Agent Dated December as of December 22, 2006 ESCROW AGREEMENTEscrow Agreement • January 5th, 2007 • Hyundai Syscomm Corp • Communications equipment, nec • New York
This Escrow Agreement is made and entered into as of December 22, 2006, by and among Electronic Control Security, Inc., a New Jersey corporation ("ECSI"), Hyundai Syscomm Corp., a California corporation ("HYUNDAI"), and Hirshfield Law, as Escrow Agent hereunder (the "Escrow Agent").
VOTING AGREEMENT AND PROXY COUPLED WITH AN INTERESTVoting Agreement • January 8th, 2007 • Hyundai Syscomm Corp • Services-prepackaged software
This is the Voting Agreement referred to in that certain Stock Purchase Agreement dated as of December 29, 2006 (the "Stock Purchase Agreement") between HYUNDAI and UDW. Any capitalized term not defined herein shall have the meaning ascribed to it in the Stock Purchase Agreement.
