0000950134-07-010399 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 7th, 2007 • Mdi, Inc. • Photographic equipment & supplies • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 7, 2007, by and among MDI, Inc., a Delaware corporation, with headquarters located at 10226 San Pedro Avenue, Suite 200, San Antonio, Texas, 78216 (the “Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 7th, 2007 • Mdi, Inc. • Photographic equipment & supplies • New York

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 7, 2007, by and among MDI, Inc., a Delaware corporation, with headquarters located at 10226 San Pedro Avenue, San Antonio, Texas 78216 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

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