0001144204-14-016668 Sample Contracts

Contract
Common Stock Purchase Warrant • March 19th, 2014 • Management Network Group, Inc. • Services-management consulting services • Delaware

THIS COMMON STOCK PURCHASE WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS PROVIDED HEREIN, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS PERMITTED UNDER RULE 144 OF THE ACT OR IS OTHERWISE EXEMPT FROM SUCH REGISTRATION.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 19th, 2014 • Management Network Group, Inc. • Services-management consulting services • New York

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 18, 2014, is entered into by and between The Management Network Group, Inc. a Delaware corporation (the "Company"), and Elutions, Inc., a Delaware corporation ("Elutions"). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Investment Agreement (as defined below).

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