0001104659-06-018355 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 22nd, 2006 • Think Partnership Inc • Services-computer programming, data processing, etc. • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 20, 2006, by and among Think Partnership Inc. (formerly known as CGI Holding Corporation), a Nevada corporation, with headquarters located at 5 Revere Drive, Suite 510, Northbrook, Illinois 60052 (the ”Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 22nd, 2006 • Think Partnership Inc • Services-computer programming, data processing, etc. • New York

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 20, 2006, by and among Think Partnership Inc., (formerly known as CGI Holding Corporation), a Nevada corporation, with headquarters located at 5 Revere Drive, Suite 510, Northbrook, Illinois 60062 (the ”Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

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