0000829323-05-000043 Sample Contracts

Agreement by and among CGI HOLDING CORPORATION d/b/a THINK PARTNERSHIP INC. PRIMARYADS MERGER SUB, INC. PRIMARYADS INC KENNETH M. HARLAN DAVID J. HARLAN STEVEN M. HARLAN and MATTHEW A. SESSANTA DATED AS OF APRIL 22, 2005

Merger Agreement • April 27th, 2005 • Cgi Holding Corp • Services-computer programming, data processing, etc. • Illinois

• Contract Type
  Merger Agreement
• Filed
  April 27th, 2005
• Company
  Cgi Holding Corp
• Industry
  Services-computer programming, data processing, etc.
• Jurisdiction
  Illinois

This Agreement (this “Agreement”) made and entered into this 22nd day of April, 2005, by and among CGI HOLDING CORPORATION, d/b/a THINK PARTNERSHIP INC., a Nevada corporation (“THK”), PRIMARYADS MERGER SUB, INC., a New Jersey corporation and wholly owned subsidiary of THK (“PrimaryAds Merger Sub”), PRIMARYADS INC, a New Jersey corporation (“PrimaryAds”), Kenneth M. Harlan (“KMH”), David J. Harlan (“DJH”), Steven M. Harlan (“SMH”) and Matthew A. Sessanta (“MAS” and, together with KMH, DJH and SMH, the “Shareholders”). THK, PrimaryAds Merger Sub, PrimaryAds and the Shareholders are sometimes referred to herein each, individually, as a “Party” and, collectively, as the “Parties.”