0001144204-07-060027 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 13th, 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 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 • November 13th, 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 • November 13th, 2007 • Conversion Services International Inc • Services-computer programming, data processing, etc. • New York

This COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of August 24, 2007, is entered into by and between Conversion Services International, Inc., a Delaware corporation (“CSI”), and Stanley A. Star, with an address at c/o TAG Virgin Islands, Inc., The Tunick Building, 1336 Beltjen Road, Suite 202, St. Thomas, USVI 00802 (the “Purchaser”).

Contract
Warrant And • November 13th, 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 SUCH ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • November 13th, 2007 • Conversion Services International Inc • Services-computer programming, data processing, etc. • New York

This COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of October 19, 2007, is entered into by and between Conversion Services International, Inc., a Delaware corporation with an address at 100 Eagle Rock Avenue, East Hanover, NJ 07936 (“CSI”), and TAG Virgin Islands, Inc., with an address at The Tunick Building, 1336 Beltjen Road, Suite 202, St. Thomas, USVI 00802 as agent (the “Agent”) for the purchasers listed on the Schedule of Purchasers appended hereto as Schedule I, which may be amended from time to time to add additional purchasers (collectively, the “Purchasers”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • November 13th, 2007 • Conversion Services International Inc • Services-computer programming, data processing, etc. • New York

This COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of September 4, 2007, is entered into by and between Conversion Services International, Inc., a Delaware corporation (“CSI”), and TAG Virgin Islands, Inc., with an address at The Tunick Building, 1336 Beltjen Road, Suite 202, St. Thomas, USVI 00802 as agent for the purchasers listed on the Schedule of Purchasers appended hereto as Schedule I (the “Purchasers”).

AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 13th, 2007 • Conversion Services International Inc • Services-computer programming, data processing, etc.

Amendment No. 1 to the Registration Rights Agreement (this "Agreement") made and entered into as of March 1, 2007, by and between Conversion Services International, Inc., a Delaware corporation (the "Company"), and TAG Virgin Islands, Inc. as agent (the “Agent”) for the "Holders," as defined in this Agreement. Pursuant to the terms of Section 7(f) of the Agreement, the Company and the Holders herewith amend the Agreement as follows:

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 13th, 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 October 19, 2007, by and between the Purchasers and the Company (as amended, modified or supplemented from time to time, the “Purchase Agreement”). The Company and the Purchasers hereby agree as follows:

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