0001272550-11-000004 Sample Contracts

Contract
Common Stock Purchase Warrant • March 7th, 2011 • Premier Alliance Group, Inc. • Services-computer programming services • New York

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 7th, 2011 • Premier Alliance Group, Inc. • Services-computer programming services • New York

THIS REGISTRATION RIGHTS AGREEMENT dated as of March 3, 2011 by and between Premier Alliance Group, Inc., a Nevada corporation (the “Company”), and the persons whose names appear on the signature page attached hereto under the heading “Holders” (the “Holders”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 7th, 2011 • Premier Alliance Group, Inc. • Services-computer programming services • New York

SECURITIES PURCHASE AGREEMENT, dated as of March 3, 2011, (this “Agreement”), by and between Premier Alliance Group, Inc., a Nevada corporation, having its principal place of business located at 4521 Sharon Rd., Suite 300, Charlotte, North Carolina 28211 (the “Company”), and Miriam Blech, an individual resident of the State of New York (“Blech”), and River Charitable Remainder Unitrust f/b/o Isaac Blech (each, a “Purchaser” and the “Purchasers”).

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