0001144204-06-004701 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 8th, 2006 • 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 Purchaser and the Company (as amended, modified or supplemented from time to time, the “Purchase Agreement”).

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Contract
Common Stock Purchase Warrant • February 8th, 2006 • 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, AS AMENDED, 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 • February 8th, 2006 • Conversion Services International Inc • Services-computer programming, data processing, etc. • Delaware

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of February 2, 2006, by and among Conversion Services International, Inc., a Delaware corporation (the “Company”), with an address of 100 Eagle Rock Avenue, East Hanover, New Jersey 07936, and Taurus Advisory Group, LLC, a ____ limited liability company, with an address of 2 Landmark Square, Suite 211, Stamford, CT 06901, along with each additional party set forth on Schedule A hereto (each an “Investor”) that enters into this Agreement pursuant to an Additional Closing (as defined below).

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