0001144204-08-005431 Sample Contracts

MSTI Holdings, Inc. Hawthorne, New Jersey 07506 January 11, 2008
MSTI Holdings, Inc. • January 31st, 2008 • Cable & other pay television services • New York

Reference is hereby made to that certain Securities Purchase Agreement, dated as of May 24, 2007 (the “Purchase Agreement”), by and among MSTI Holdings, Inc., a Delaware corporation (the “Company”) and each entity identified on the signature pages thereto (each, including its successors and assigns, a “Purchaser” and, collectively, the “Purchasers”). Capitalized terms used in this letter agreement and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement.

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