0001354488-06-000384 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 7th, 2006 • MFC Development Corp • Real estate • New York

SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of July 31, 2006, by and among MFC Development Corp., a Delaware corporation, with headquarters located at 271 North Avenue, Suite 520, New Rochelle, NY 10801 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 7th, 2006 • MFC Development Corp • Real estate • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 31, 2006, by and among MFC Development Corp., a Delaware corporation, with headquarters located at 271 North Avenue, Suite 520, New Rochelle, NY 10801 (the “Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).

SECURITY AGREEMENT
Security Agreement • August 7th, 2006 • MFC Development Corp • Real estate • New York

SECURITY AGREEMENT, dated as of July 31, 2006 (this "Agreement") made by MFC Development Corp., a Delaware corporation (the "Company"), and the undersigned subsidiaries of the Company (each a "Grantor" and collectively and together with the Company the "Grantors"), in favor of Gottbetter Capital Finance, LLC, a Delaware limited liability company (the "Buyer").

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