0001062993-07-001955 Sample Contracts

STOCKGROUP INFORMATION SYSTEMS INC. AND JENNINGS CAPITAL INC. AND CORMARK SECURITIES INC. AND JENNINGS CAPITAL (USA) INC. SUBSCRIPTION AGREEMENT – COMMON SHARES
Stockgroup Information Systems Inc • May 21st, 2007 • Services-business services, nec

If you are an “accredited investor” (as defined in Appendix III), complete and sign the Accredited Investor Questionnaire – Appendix III, unless the aggregate purchase price of the Common Shares you have subscribed for is not less than $150,000.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 21st, 2007 • Stockgroup Information Systems Inc • Services-business services, nec • Nevada

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May ____, 2007 by and among Stockgroup Information Systems Inc. (the “Issuer”) 750 West Pender Street, Suite 500, Vancouver, BC V6C 2T7 (the “Company”), as evidenced by the signatures of the Company and each of the subscribers listed on Exhibit I attached hereto (each, a “Subscriber”) pursuant to Subscription Agreements accepted as of May ____, 2007 (the “Subscription Agreement”) for 3,333,334 common shares of the Company (the “Shares”). In order to induce the Subscriber under the Subscription Agreement to enter into the Subscription Agreement, the Company has agreed to provide the registration rights set forth in this Agreement.

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