Unassociated Document


    SECOND
      WAIVER AND AMENDMENT 

     

    


     

    This
      SECOND WAIVER AND AMENDMENT (this “Waiver”)
      is made
      and entered into as of July 27, 2006, by and between China
      Security & Surveillance Technology, Inc.,
      a
      British Virgin Islands corporation 
      (the
“Company”),
      and
      the investor identified on the signature page hereto (the “Investor”).

     

    WHEREAS,
      the Company and the Investors (including the Investor) are parties to that
      certain Securities Purchase Agreement, dated as of July 6, 2006 (as amended
      by
      that certain Waiver and Amendment to Purchase Agreement, dated as of July 26,
      2006, the “Purchase
      Agreement”),
      and to
      the Registration Rights Agreement entered into in connection with the Purchase
      Agreement. All capitalized terms used and not otherwise defined herein shall
      have the respective meanings set forth in the Purchase Agreement and exhibits
      thereto;

     

    WHEREAS,
      certain Investors desire to change their Investment Amounts to the amounts
      set
      forth
      opposite their names on Schedule A to this Waiver;

     

    WHEREAS,
      the Registration Rights Agreement provides that amendments and waivers to,
      and
consents
      to departures from, the provisions thereof may not be given, unless the same
      shall be in writing and signed by the Company and the Holders of no less than
      a
      majority in interest of the then outstanding Registrable
      Securities;

     

    WHEREAS,
      the Purchase Agreement provides that the provisions
      of the Purchase Agreement may not be waived or amended except in a written
      instrument signed by the Company and the Investors holding a majority of the
      Shares; and

     

    WHEREAS,
      the Investor along with other Investors who are executing similar waivers hold
      a
      majority of the Shares and a majority in interest of the outstanding Registrable
      Securities.

     

    NOW,
      THEREFORE, in consideration of the foregoing recitals and other good and
      valuable consideration the receipt and sufficiency are hereby acknowledged,
      the
      parties hereby agree as follows:

     

    1.  The
      respective Investment Amounts of the Investors under the Purchase Agreement
      as
      identified on the signature pages to the Purchase Agreement are hereby amended
      and replaced with the amount set forth opposite each Investor’s name on Schedule
      A to this Waiver.

     

    2.  All
      additional Shares and Warrant Shares resulting from the revisions in Investment
      Amounts set forth in Schedule A shall be deemed (a) Registrable Securities
      for
      all purposes under the Registration Rights Agreement, and (b) Shares and Warrant
      Shares for all purposes under the Purchase Agreement.

     

    3.  This
      Waiver along with the Purchase Agreement, and the other Transaction Documents
      contains the entire understanding of the parties with respect to the subject
      matter hereof and supersedes all prior agreements, understandings, discussions
      and representations, oral or written, with respect to such matters, which the
      parties acknowledge have been merged into this Waiver.

     

    4.  This
      Waiver may be executed in two or more counterparts, all of which when taken
      together shall be considered one and the same Waiver and shall become effective
      when counterparts have been signed by each party and delivered to the other
      party, it being understood that both parties need not sign the same counterpart.
      In the event that any signature is delivered by facsimile transmission, such
      signature shall create a valid and binding obligation of the party executing
      (or
      on whose behalf such signature is executed) with the same force and effect
      as if
      such facsimile signature page were an original thereof.

     

    5.  The
      execution of this Waiver shall not be deemed to be a waiver with respect to
      any
      other provision of the Purchase Agreement or the Registration Rights Agreement.
      No other provision of the Purchase Agreement, the Registration Rights Agreement
      or any other document executed in connection therewith shall be deemed changed
      or otherwise altered hereby, and all such provisions shall continue in full
      force and effect.

     

    


     

    [REMAINDER
      OF PAGE BLANK

     

    SIGNATURE
      PAGE FOLLOWS]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executed
      by their respective authorized signatories as of the date first indicated
      above.

     

    CHINA
      SECURITY & SURVEILLANCE TECHNOLOGY, INC.

     

    By:_______________________________________ 

     

    Name: 

     

    Title: 

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executed
      by their respective authorized signatories as of the date first indicated
      above.

     

    


     

    NAME
      OF INVESTOR:

    


     

    


    


    By: 

    Name:

    Title:

     

     

    No.
      of Shares to be Acquired

     

    by
      Investor under

     

    Purchase
      Agreement: _____________________

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Schedule
      A

    


    
      	
              Name
                of the Investor

            	
              Investment
                Amount ($)

            
	
              Jayhawk
                China Fund (Cayman), Ltd

            	
              $
                4,000,000.00

            
	
              Pope
                Investments LLC

            	
              2,100,000.00

            
	
              Lake
                Street Fund, L.P.

            	
              1,300,000.00

            
	
              Sandor
                Capital Master Fund, L.P.

            	
              577,500.00
                

            
	
              Fred
                L. Astman (IRA Rollover)

            	
              500,000.00

            
	
              Halter
                / Pope USX China Fund

            	
              350,000.00

            
	
              Patara
                Capital LP

            	
              175,000.00

            
	
              John
                S. Lemak

            	
              122,500.00

            
	
              Outpoint
                Capital LP

            	
              35,000.00