0001144204-07-000670 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 5th, 2007 • Conversion Services International Inc • Services-computer programming, data processing, etc. • New York

This Agreement is made pursuant to the Stock Purchase Agreement, dated as of the date hereof, by and between the Purchasers and the Company (as amended, modified or supplemented from time to time, the “Purchase Agreement”).

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Contract
Common Stock Purchase Warrant • January 5th, 2007 • Conversion Services International Inc • Services-computer programming, data processing, etc. • Delaware

THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • January 5th, 2007 • Conversion Services International Inc • Services-computer programming, data processing, etc. • New York

This COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 29, 2006, is entered into by and between Conversion Services International, Inc., a Delaware corporation (“CSI”), and Taurus Advisory Group, LLC, a Delaware limited liability company as agent (the “Agent”) for the individuals or entities listed on Exhibit A hereto (collectively, the “Purchasers”).

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