0001104659-06-061652 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 18th, 2006 • Iparty Corp • Retail-miscellaneous shopping goods stores • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 15, 2006, by and among iParty Corp., a Delaware corporation, with headquarters located at 270 Bridge Street, Suite 301, Dedham, Massachusetts 02026, (the “Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 18th, 2006 • Iparty Corp • Retail-miscellaneous shopping goods stores • New York
Contract
Rights Agreement • September 18th, 2006 • Iparty Corp • Retail-miscellaneous shopping goods stores

This AMENDMENT TO RIGHTS AGREEMENT (the “Amendment”) is entered into as of the 15th day of September, 2006, by and between iParty Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the”Rights Agent”).

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