MDI Entertainment, LLC Watch

from S-3ASR 14 pages Unless This Certificate Is Presented by an Authorized Representative of the Depository Trust Company, a New York Corporation (“Dtc”), New York, New York, to the Company or Its Agent for Registration of Transfer, Exchange or Payment, and Any Certificate Issued Is Registered in the Name of Cede & Co. or Such Other Name as Is Requested by an Authorized Representative of Dtc (And Any Payment Is Made to Cede & Co., or to Such Other Entity as Is Requested by an Authorized Representative of Dtc) Any Transfer, Pledge or Other Use Hereof for Value or Otherwise by or to Any Person Is Wrongful Inasmuch as the Registered Owner Hereof, Cede & Co., Has an Interest Herein

from S-3ASR 14 pages Unless This Certificate Is Presented by an Authorized Representative of the Depository Trust Company, a New York Corporation (“Dtc”), New York, New York, to the Company or Its Agent for Registration of Transfer, Exchange or Payment, and Any Certificate Issued Is Registered in the Name of Cede & Co. or Such Other Name as Is Requested by an Authorized Representative of Dtc (And Any Payment Is Made to Cede & Co., or to Such Other Entity as Is Requested by an Authorized Representative of Dtc) Any Transfer, Pledge or Other Use Hereof for Value or Otherwise by or to Any Person Is Wrongful Inasmuch as the Registered Owner Hereof, Cede & Co., Has an Interest Herein

from S-3 ~5 pages 0.75% Conv. Senior Subord. Debenture (No. 002)

from S-3 ~5 pages 0.75% Conv. Senior Subord. Debenture (No. 001)

from S-3 ~10 pages Registration Rights Agreement

from S-4 ~5 pages Senior Subordinated Note (No. 002)

from S-4 ~5 pages Senior Subordinated Note (No. 001)

from S-4 ~10 pages Registration Rights Agreement