0001144204-08-065934 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 20th, 2008 • MDwerks, Inc. • Services-business services, nec • New York

This Registration Rights Agreement is made and entered into as of November 14, 2008 (as amended, modified or supplemented from time to time, this “Agreement”) by and between MDwerks, Inc., a Delaware corporation (the “Company”), and each securityholder identified on the signature pages hereto (each, including its successors and assigns, a “Holder” and collectively the “Holders”).

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GUARANTOR SECURITY AGREEMENT
Security Agreement • November 20th, 2008 • MDwerks, Inc. • Services-business services, nec • New York

THIS SECURITY AGREEMENT (this “Security Agreement”) is made as of November 14, 2008, by and between XENI MEDICAL BILLING, CORP., a Delaware corporation (“Debtor”), and DEBT OPPORTUNITY FUND, LLLP, a limited liability limited partnership organized under the laws of the State of Florida (the “Lender”).

GUARANTY AGREEMENT
Guaranty Agreement • November 20th, 2008 • MDwerks, Inc. • Services-business services, nec • New York

THIS GUARANTY AGREEMENT (this “Guaranty”) is made as of November 14, 2008, by and between MDWERKS GLOBAL HOLDINGS, INC., a Florida corporation (“Guarantor”), and DEBT OPPORTUNITY FUND, LLLP, a limited liability limited partnership organized under the laws of the State of Florida (the “Lender”).

LOAN AND SECURITIES PURCHASE AGREEMENT By and Between MDWERKS, INC., XENI FINANCIAL SERVICES, CORP. and DEBT OPPORTUNITY FUND, LLLP DATED NOVEMBER 14, 2008
Loan and Securities Purchase Agreement • November 20th, 2008 • MDwerks, Inc. • Services-business services, nec • New York

This LOAN AND SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated this 14th day of November, 2008, is made by and between MDWERKS, INC., a Delaware corporation (“MDwerks” or the “Company”), XENI FINANCIAL SERVICES, CORP., a Florida corporation (“XFSC” and along with MDwerks, each a “Borrower” and collectively the “Borrowers”), and DEBT OPPORTUNITY FUND, LLLP, a limited liability limited partnership organized under the laws of the State of Florida (the “Lender”).

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