0000950159-06-000742 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 12th, 2006 • Qsgi Inc. • Services-business services, nec • Florida

THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of the 18th day of May, 2004 by and among WindsorTech, Inc, ., a corporation organized and existing under the laws of the State of Delaware (“WindsorTech” or the “Company”), and certain investors, (hereinafter referred to collectively as “Investor” or “Investors”) as identified herein (each agreement with an Investor being deemed a separate and independent agreement between the Company and such Investor). Unless defined otherwise, capitalized terms herein shall have the identical meaning as in the Stock Purchase Agreement.

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Contract
Common Stock Purchase Warrant • May 12th, 2006 • Qsgi Inc. • Services-business services, nec • New York

THIS COMMON STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 ACT, AS AMENDED (THE "1933 ACT"). THE HOLDER HEREOF, BY PURCHASING THIS COMMON STOCK PURCHASE WARRANT, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, OR (C) IF REGISTERED UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS. IN ADDITION, A SECURITIES PURCHASE AGREEMENT ("PURCHASE AGREEMENT"), DATED THE DATE HEREOF, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL AGREEMENTS AMONG THE PARTIES, INCLUDING, WITHOUT LIMITATION, PROVISIONS WHICH LIMIT THE EXERCISE RIGHTS OF THE HOLDER AND SPECIFY MANDATORY REDEMPTION OBLIGATIONS OF THE COMPANY.

STOCK PURCHASE AGREEMENT BETWEEN WindsorTech, Inc., a Delaware Corporation AND CERTAIN INVESTORS (AS LISTED ON SCHEDULE A) DATED May 18, 2004
Stock Purchase Agreement • May 12th, 2006 • Qsgi Inc. • Services-business services, nec • Florida

This STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into as of the 18th day of May, 2004 by and among WindsorTech, Inc., a corporation organized and existing under the laws of the State of Delaware (“WindsorTech ” or the “Company”), and certain investors, (hereinafter referred to collectively as “Investor” or “Investors”) as listed on Schedule A herein (each agreement with an Investor being deemed a separate and independent agreement between the Company and such Investor).

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