0001091818-08-000035 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 12th, 2008 • MediaG3, Inc • Services-miscellaneous business services • Massachusetts

Registration Rights Agreement (the “Agreement”), dated as of October 2, 2007, by and between MediaG3, Inc., a corporation organized under the laws of State of Delaware, with its principal executive office at One Almaden Boulevard, Suite 310, San Jose, CA 95113 (the “Company”), and Dutchess Private Equities Fund, Ltd., a Cayman Islands exempted corporation, with its principal office at 50 Commonwealth Avenue, Suite 2, Boston, MA 02116 (the “Investor”).

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INVESTMENT AGREEMENT
Investment Agreement • February 12th, 2008 • MediaG3, Inc • Services-miscellaneous business services • Massachusetts

INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of October 2, 2007 (the “Execution Date”) by and between MediaG3, Inc. a Delaware corporation (the "Company"), and Dutchess Private Equities Fund, Ltd, a Cayman Island exempted corporation (the "Investor").

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