Exhibit
4.4

    


    "NEITHER THE ISSUANCE AND SALE OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE
SECURITIES ARE [CONVERTIBLE -OR- EXERCISABLE] HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION
OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY
ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS
SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID
ACT.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THE SECURITIES."

    


    ADDITIONAL INVESTMENT
RIGHT

    


    To
Purchase for up to $_________ of Principal Amount of convertible Notes and
Common Stock Purchase Warrants of:

    


    MSGI
SECURITY SOLUTIONS, INC.

    


    THIS
ADDITIONAL INVESTMENT RIGHT (the "AIR") 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 [180 days after Issue Date] (“TERMINATION DATE”) to purchase
up to $________ of Principal Amount of convertible Notes (“AIR NOTES”) and Common Stock
purchase warrants.  One Warrant will be issued for each share of Common Stock
that would be issued on the Closing Date (as defined in the Subscription
Agreement) assuming the complete conversion of the AIR Note on the issue date of
the AIR Note at the Conversion Price of the AIR Note then in effect (“AIR WARRANTS”). The AIR Notes
and AIR Warrants will be identical to the Notes and Warrants issued pursuant to
the Subscription Agreement except that all time effective or time triggered
clauses and provisions of the Transaction Documents in so far as they relate to
the AIR Note and AIR Warrant shall be determined from the issue date of the AIR
Note and AIR Warrant and extend for the corresponding periods and until the
corresponding extended termination dates or deadlines as applicable to the Notes
and Warrants issuable on the Closing Date, mutatis
mutandis.

    


    SECTION
1.            
  DEFINITIONS. Capitalized terms used and not otherwise defined herein
shall have the meanings set forth in that certain Subscription Agreement (the
"SUBSCRIPTION
AGREEMENT"), dated March ___, 2010, among the Company and the Subscribers
signatory thereto, pursuant to which this AIR was issued.

    


    SECTION
2.              
EXERCISE.

    


    a)           EXERCISE
OF AIR.  Exercise of the purchase rights represented by this AIR may
be made in whole or in part at any time or times on or after the Initial
Exercise Date and on or before the Termination Date by delivery to the Company
of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto
(or such other office or agency of the Company as it may designate by notice in
writing to the registered Holder at the address of such Holder appearing on the
books of the Company) and the payment of the aggregate Purchase Price thereby
purchased (“AGGREGATE EXERCISE
PRICE”) by wire transfer or cashier's check drawn on a United States
bank. Upon exercise of the AIR, the Company shall issue shares of AIR Note to
the amount paid by the Holder and the corresponding amount of Class A
Warrants.  Collectively, the Air Notes and AIR Warrants issuable upon
exercise of the AIR are referred to as the “AIR
SECURITIES”.


    
      
         


      

      
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    b)           MECHANICS
OF EXERCISE.

    


    i.       
AUTHORIZATION OF AIR SECURITIES.  The Company covenants that its
issuance of this AIR shall constitute full authority to its officers who are
charged with the duty of executing certificates to execute and issue the
necessary certificates for the AIR Securities upon the exercise of the purchase
rights under this AIR.  The Company will take all such reasonable
action as may be necessary to assure that the AIR Securities may be issued as
provided herein without violation of any applicable law or
regulation.

    


    ii.     
 DELIVERY OF CERTIFICATES UPON EXERCISE.   Certificates for
the AIR Securities purchased hereunder shall be delivered to the Holder within
five (5) Trading Days after the delivery to the Company of the Notice of
Exercise Form, surrender of this AIR and payment of the Purchase Price as set
forth above ("AIR SECURITIES
DELIVERY DATE"). This AIR shall be deemed to have been exercised on the
date the payment of the Purchase Price is received by the Company. The AIR
Securities shall be deemed to have been issued, and Holder or any other person
so designated to be named therein shall be deemed to have become a holder of
record of the AIR Securities for all purposes, as of the date the AIR has been
exercised by payment to the Company of the Aggregate Exercise Price to be paid
by the Holder.

    


    iii.     
DELIVERY OF NEW AIRS UPON EXERCISE.  If this AIR shall have been
exercised in part, the Company shall, at the time of delivery of the certificate
or certificates representing the AIR Securities, deliver to Holder a new AIR
evidencing the rights of Holder to purchase the unpurchased AIR Securities
called for by this AIR, which new AIR shall in all other respects be identical
with this AIR.

    


    iv.      RESCISSION
RIGHTS.  If the Company fails to deliver to the Holder a certificate
or certificates representing the AIR Securities pursuant to this Section
2(e)(iv) by the AIR Securities Delivery Date, then the Holder will have the
right to rescind such exercise and be entitled to actual damages
incurred.

    


    v.      
CHARGES, TAXES AND EXPENSES.  Issuance of certificates for AIR
Securities shall be made without charge to the Holder for any issue or transfer
tax or other incidental expense in respect of the issuance of such certificate,
all of which taxes and expenses shall be paid by the Company, and such AIR
Securities shall be issued in the name of the Holder or in such name or names as
may be directed by the Holder; PROVIDED,  HOWEVER, that in the event
certificates for AIR Securities are to be issued in a name other than the name
of the Holder, this AIR when surrendered for exercise shall be accompanied by
the Assignment Form attached hereto duly executed by the Holder; and the Company
may require, as a condition thereto, the payment of a sum sufficient to
reimburse it for any transfer tax incidental thereto.

    


    vi.      CLOSING
OF BOOKS. The Company will not close its records in any manner which prevents
the timely exercise of this AIR, pursuant to the terms hereof or the conversion
of the Air Notes or exercise of the AIR Warrants.


    
      
         


      

      
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    SECTION
3.              
NOTICE. If (A) the approval of any stockholders of the Company shall be required
in connection with any reclassification of the Common Stock, any consolidation
or merger to which the Company is a party, any sale or transfer of all or
substantially all of the assets of the Company, of any compulsory share exchange
whereby the Common Stock is converted into other securities, cash or property or
(B) the Company shall authorize the voluntary or involuntary dissolution,
liquidation or winding up of the affairs of the Company; then, in each case, the
Company shall cause to be mailed to the Holder at its last address as it shall
appear upon the AIR Register of the Company, at least 20 calendar days prior to
the applicable record or effective date hereinafter specified, a notice stating
the date on which such reclassification, consolidation, merger, sale, transfer
or share exchange is expected to become effective or close, and the date as of
which it is expected that holders of the Common Stock of record shall be
entitled to exchange their shares of the Common Stock for securities, cash or
other property deliverable upon such reclassification, consolidation, merger,
sale, transfer or share exchange. The Holder is entitled to exercise this AIR
during the 20-day period commencing the date of such notice to the effective
date of the event triggering such notice.

    


    SECTION
4.              TRANSFER
OF AIR.

    


    a)          
TRANSFERABILITY. Subject to compliance with any applicable securities laws, and
provided such assignee agrees to be bound to the terms of this Agreement and the
Subscription Agreement, this AIR and all rights hereunder are transferable, in
whole or in part, upon surrender of this AIR at the principal office of the
Company, together with a written assignment of this AIR substantially in the
form attached hereto duly executed by the Holder or its agent or attorney and
funds sufficient to pay any transfer taxes payable upon the making of such
transfer. Upon such surrender and, if required, such payment, the Company shall
execute and deliver a new AIR or AIRs in the name of the assignee or assignees
and in the denomination or denominations specified in such instrument of
assignment, and shall issue to the assignor a new AIR evidencing the portion of
this AIR not so assigned, and this AIR shall promptly be cancelled. An AIR, if
properly assigned, may be exercised by a new holder for the purchase of AIR
Securities without having a new AIR issued.

    


    b)           NEW
AIRS.  This AIR may be divided or combined with other AIRs upon
presentation hereof at the aforesaid office of the Company, together with a
written notice specifying the names and denominations in which new AIRs are to
be issued, signed by the Holder or its agent or attorney. Subject to compliance
with Section 4(a), as to any transfer which may be involved in such division or
combination, the Company shall execute and deliver a new AIR or AIRs in exchange
for the AIR or AIRs to be divided or combined in accordance with such
notice.

    


    c)           AIR
REGISTER.  The Company shall register this AIR, upon records to be
maintained by the Company for that purpose (the "AIR REGISTER"), in the name of
the record Holder hereof from time to time.  The Company may deem and
treat the registered Holder of this AIR as the absolute owner hereof for the
purpose of any exercise hereof or any distribution to the Holder, and for all
other purposes, absent actual notice to the contrary.

    


    SECTION
5.              MISCELLANEOUS.

    


    a)           TITLE
TO THE ADDITIONAL INVESTMENT RIGHT.  Prior to the Termination Date and
subject to compliance with applicable laws and Section 4 of this AIR, this AIR
and all rights hereunder are transferable, in whole or in part, at the office or
agency of the Company by the Holder in person or by duly authorized attorney,
upon surrender of this AIR together with the Assignment Form annexed hereto
properly endorsed. The transferee shall sign an investment letter in form and
substance reasonably satisfactory to the Company.


    
      
         


      

      
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    b)           NO
RIGHTS AS SHAREHOLDER. This AIR does not entitle the Holder to any voting rights
or other rights as a shareholder of the Company. Upon the surrender of this AIR
and the payment of the aggregate principal, the AIR Securities so purchased
shall be and be deemed to be issued to such Holder as the record owner of such
AIR Securities as of the close of business on the later of the date of such
surrender or payment.

    


    c)          
LOSS, THEFT, DESTRUCTION OR MUTILATION OF AIR. The Company covenants that upon
receipt by the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction or mutilation of this AIR or any certificate relating to the
AIR Securities, and in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to it (which, in the case of the AIR, shall not
include the posting of any bond), and upon surrender and cancellation of such
AIR or certificate, if mutilated, the Company will make and deliver a new AIR or
certificate of like tenor and dated as of such cancellation, in lieu of such AIR
or certificate.

    


    d)           ANTI-DILUTION.  The
conversion price of the Air Notes, the exercise price of the AIR Warrants and
the number of shares of Common Stock purchasable upon conversion and exercise
shall be adjusted from and after the date of issue of this AIR in the same
manner and in the same proportions as is applicable to the Note and Class A
Warrants.

    


    SECTION
6.              
INCORPORATION.   This AIR is subject to the terms of the
Subscription Agreement which is incorporated herein by this
reference.  Without limitation, the grant of the security interest and
Subsidiary Guaranty set forth in Section 3, the Company’s representations and
warranties in Section 5, the Company’s obligations to deliver legal opinions set
forth in Section 6, the covenants set forth in Sections 7, 8 and 9, the
indemnification set forth in Section 10 and the provisions of Section 12 of the
Subscription Agreement are incorporated herein by this reference as if included
herein, and shall relate to, control and govern this
certificate.


    
      
         


      

      
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    IN
WITNESS WHEREOF, the Company has caused this AIR to be executed by its officer
thereunto duly authorized.

    


    Dated:
March ___, 2010

    


    
      
        
          	 
      	
                  MSGI
      SECURITY SOLUTIONS, INC.

                
	 
      	 
      
	 
      	
                  By:

                	
                     

                
	 
      	 
      	
                  Name:
      Jeremy Barbera

                
	 
      	 
      	
                  Title:
      Chairman & CEO

                


        

      

    


    
      
         


      

      
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    NOTICE OF
EXERCISE

    


    TO:
[_______________

    


    (1) The
undersigned hereby elects to purchase $________ principal amount of secured
convertible promissory notes of MSGI SECURITY SOLUTIONS, INC. (the “Company”)
pursuant to the terms of the attached AIR and tenders herewith payment of the
amount equal to such Stated Value.

    


    (2)
Payment shall take the form of (check applicable box) in lawful money of the
United States; or

    


    (3)
Please issue a certificate or certificates representing said Notes and AIR
Warrants representing the right to purchase ___________ shares of the Company’s
Common Stock in the name of the undersigned or in such other name as is
specified below:

    


                      ________________________________________

    


    The Notes
and AIR Warrants shall be delivered to the following:

    


                      ________________________________________

    


                      ________________________________________

    


                      ________________________________________

    


    (4)
ACCREDITED INVESTOR. The undersigned is an "accredited investor" as defined in
Regulation D promulgated under the Securities Act of 1933, as
amended.

    


    [SIGNATURE
OF HOLDER]

    


    
      
        
          
            
              
                	
                        Name
      of Investing Entity:

                      	 
      	 
      
	
                        SIGNATURE
      OF AUTHORIZED SIGNATORY OF INVESTING
ENTITY:

                      


              

            

          

        

      

    

    
      
        
          	
                    

                	 
      


        

      

    

    
      
        
          
            
              
                	
                        Name
      of Authorized Signatory:

                      	 
      	 
      


              

            

          

        

      

    

    
      
        
          
            
              
                	
                        Title
      of Authorized Signatory:

                      	 
      	 
      


              

            

          

        

      

    

    
      
        
          
            
              
                	
                        Date:

                      	 
      	 
      


              

            

          

        

      

    


    
      
         


      

      
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    ASSIGNMENT
FORM

    


    (To
assign the foregoing AIR, execute this form and supply required
information.  Do not use this form to exercise the AIR.)

    


    FOR VALUE
RECEIVED, the foregoing AIR and all rights evidenced thereby are hereby assigned
to

    


    _______________________________________________
whose address is ____________________

    


    ________________________________________________________________.

    


    ________________________________________________________________

    


                                              Dated:  ______________,
_______

     

    
      
        
          
            
              
                	 
      	
                        Holder's
      Signature:

                      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                        Holder's
      Address:

                      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      


              

            

          

        

      

    

     

    
      
         


      

      
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