Exhibit 10.3


 


REGISTRATION
RIGHTS AGREEMENT


 


REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
dated as of March 20, 2006, by and among Think Partnership Inc. (formerly
known as CGI Holding Corporation), a Nevada corporation, with headquarters
located at 5 Revere Drive, Suite 510, Northbrook, Illinois 60052
(the ”Company”), and the
undersigned buyers (each, a “Buyer”,
and collectively, the “Buyers”).


WHEREAS:


 


A.                                   In connection with the Securities Purchase
Agreement by and among the parties hereto of even date herewith (the “Securities Purchase Agreement”), the
Company has agreed, upon the terms and subject to the conditions set forth in
the Securities Purchase Agreement, to issue and sell to each Buyer
(i) preferred shares of the Company, the terms of which are set forth in
the certificate of designations for such series of preferred shares (the “Certificate of Designations”) in the
form attached as Exhibit A to the Securities Purchase Agreement (the
“Preferred Shares”) which, among
other things, will be convertible into shares of the Company’s common stock,
par value $0.001 per share (the “Common Stock”)
(as converted, the “Conversion Shares”), in accordance with the terms of the
Certificate of Designations, and (ii) warrants (the “Warrants”) which will be exercisable to
purchase shares of Common Stock (as exercised collectively, the “Warrant Shares”).


 


B.                                     To induce the Buyers to execute and deliver
the Securities Purchase Agreement, the Company has agreed to provide certain
registration rights under the Securities Act of 1933, as amended, and the
rules and regulations thereunder, or any similar successor statute
(collectively, the “1933 Act”),
and applicable state securities laws.


 


NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and
each of the Buyers hereby agree as follows:


 


1.               Definitions.


 


Capitalized terms used herein and not otherwise
defined herein shall have the respective meanings set forth in the Securities
Purchase Agreement. As used in this Agreement, the following terms shall have
the following meanings:


 


a.                           “Business
Day” means any day other than Saturday, Sunday or any other day on
which commercial banks in The City of New York are authorized or required by
law to remain closed.


 


b.                          “Closing
Date” shall have the meaning set forth in the Securities Purchase
Agreement.


 

















 


c.                           “Effective
Date” means the date that the Registration Statement has been
declared effective by the SEC.


 


d.                          “Effectiveness
Deadline” means the date which is 120 days after the Closing Date.


 


e.                           “Filing
Deadline” means the date that is 45 Business Days after the Closing
Date.


 


f.                             “Investor”
means a Buyer or any transferee or assignee of the Preferred Shares or
Warrants, as applicable, to whom a Buyer assigns its rights under this
Agreement and who agrees to become bound by the provisions of this Agreement in
accordance with Section 9 and any transferee or assignee thereof to whom a
transferee or assignee of the Preferred Shares or Warrants, as applicable,
assigns its rights under this Agreement and who agrees to become bound by the
provisions of this Agreement in accordance with Section 9.


 


g.                          “Person”
means an individual, a limited liability company, a partnership, a joint
venture, a corporation, a trust, an unincorporated organization and a
government or any department or agency thereof.


 


h.                          “register,”
“registered,” and “registration” refer to a registration
effected by preparing and filing one or more Registration Statements (as
defined below) in compliance with the 1933 Act and pursuant to Rule 415
and the declaration of effectiveness of such Registration Statement(s) by the
SEC.


 


i.                              “Registrable
Securities” means (i) the Conversion Shares issued or issuable
upon conversion of the Preferred Shares, (ii) the Warrant Shares issued or
issuable upon exercise of the Warrants and (iii) any capital stock of the
Company issued or issuable, with respect to the Preferred Shares, the Conversion
Shares, the Warrant Shares or the Warrants as a result of any share split,
share dividend, recapitalization, exchange or similar event or otherwise,
without regard to any limitations on conversions of the Preferred Shares or
exercises of the Warrants.


 


j.                              “Registration
Statement” means a registration statement or registration statements
of the Company filed under the 1933 Act covering the Registrable Securities.


 


k.                           “Required
Holders” means the holders of at least a majority of the Registrable
Securities.


 


l.                              “Required
Registration Amount” means the sum of (i) the maximum number of
Conversion Shares issued and issuable pursuant to the Certificate of
Designations, as of the trading day immediately preceding the applicable date
of determination and (ii) the maximum number of Warrant Shares issued and
issuable pursuant to the Warrants as of the trading day immediately preceding
the applicable date of determination (assuming for purposes hereof that the
Exercise Price (as defined in the Warrants) is equal to $2.00, subject to
adjustment for stock splits and stock dividends and without regard to any
limitations on conversion of the Preferred Shares or the exercise of the
Warrants), all subject to adjustment as provided in Section 2(e).


 


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m.                        “Rule 415”
means Rule 415 under the 1933 Act or any successor rule providing for
offering securities on a continuous or delayed basis.


 


n.                          “SEC”
means the United States Securities and Exchange Commission.


 


2.                           Registration.


 


a.                           Mandatory Registration. The Company shall prepare, and, as soon
as practicable, but in no event later than the Filing Deadline, file with the
SEC the Registration Statement on Form S-3 covering the resale of all of
the Registrable Securities. In the event that Form S-3 is unavailable for
such a registration, the Company shall use such other form as is available
for such a registration on another appropriate form reasonably acceptable
to the Required Holders, subject to the provisions of Section 2(d). The
Registration Statement prepared pursuant hereto shall register for resale at
least the number of shares of Common Stock equal to the Required Registration
Amount as of the date the Registration Statement is initially filed with the
SEC. The Registration Statement shall contain (except if otherwise directed by
the Required Holders) the “Selling Stockholders” and “Plan of
Distribution” sections in substantially the form attached hereto as Exhibit B.
The Company shall use its best efforts to have the Registration Statement
declared effective by the SEC as soon as practicable, but in no event later
than the Effectiveness Deadline. By 9:30 a.m. on the Business Day
following the Effective Date, the Company shall file with the SEC in accordance
with Rule 424 under the 1933 Act the final prospectus to be used in
connection with sales pursuant to such Registration Statement.


 


b.                          Allocation of Registrable Securities. The initial number of Registrable
Securities included in any Registration Statement and any increase in the
number of Registrable Securities included therein shall be allocated pro rata
among the Investors based on the number of Registrable Securities held by each
Investor at the time the Registration Statement covering such initial number of
Registrable Securities or increase thereof is declared effective by the SEC. In
the event that an Investor sells or otherwise transfers any of such Investor’s
Registrable Securities, each transferee that becomes an Investor shall be
allocated a pro rata portion of the then remaining number of Registrable
Securities included in such Registration Statement for such transferor. Any
shares of Common Stock included in a Registration Statement and which remain
allocated to any Person which ceases to hold any Registrable Securities covered
by such Registration Statement shall be allocated to the remaining Investors,
pro rata based on the number of Registrable Securities then held by such
Investors which are covered by such Registration Statement. Except as set forth
on Schedule 2(b), in no event shall the Company include any
securities other than Registrable Securities on any Registration Statement
without the prior written consent of the Required Holders.


 


c.                           Legal Counsel. Subject to Section 5 hereof, the
Required Holders shall have the right to select one legal counsel to review and
oversee any registration pursuant to this Section 2 (“Legal Counsel”), which shall be Schulte
Roth & Zabel LLP or such other counsel as thereafter designated by the
Required Holders. The Company and Legal Counsel shall reasonably cooperate with
each other in regards to the performance of the Company’s obligations under
this Agreement.


 


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d.                          Ineligibility for Form S-3. In the event that Form S-3 is not
available for the registration of the resale of Registrable Securities
hereunder, the Company shall (i) register the resale of the Registrable
Securities on Form SB-2 or another appropriate form reasonably
acceptable to the Required Holders and (ii) undertake to register the
Registrable Securities on Form S-3 as soon as such form is available,
provided that the Company shall maintain the effectiveness of the Registration
Statement then in effect until such time as a Registration Statement on
Form S-3 covering the Registrable Securities has been declared effective
by the SEC.


e.                           Sufficient Number of Shares Registered. In the event the number of shares
available under a Registration Statement filed pursuant to
Section 2(a) is insufficient to cover all of the Registrable
Securities required to be covered by such Registration Statement or an
Investor’s allocated portion of the Registrable Securities pursuant to
Section 2(b), the Company shall amend the applicable Registration
Statement, or file a new Registration Statement (on the short
form available therefor, if applicable), or both, so as to cover at least
the Required Registration Amount as of the trading day immediately preceding
the date of the filing of such amendment or new Registration Statement, in each
case, as soon as practicable, but in any event not later than fifteen (15) days
after the necessity therefor arises. The Company shall use its best efforts to
cause such amendment and/or new Registration Statement to become effective as
soon as practicable following the filing thereof. For purposes of the foregoing
provision, the number of shares available under a Registration Statement shall
be deemed “insufficient to cover all of the Registrable Securities” if at any
time the number of shares of Common Stock available for resale under the
Registration Statement is less than the product determined by multiplying
(i) the Required Registration Amount as of such time by (ii) 0.90.
The calculation set forth in the foregoing sentence shall be made without
regard to any limitations on the conversion of the Preferred Shares or the
exercise of the Warrants and such calculation shall assume that the Preferred
Shares are then convertible into shares of Common Stock at the then prevailing
Conversion Rate (as defined in the Certificate of Designations) and that the
Warrants are then exercisable for shares of Common Stock at the then prevailing
Exercise Price.


 


f.                             Effect of Failure to File and Obtain and
Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of
the Registrable Securities required to be covered thereby and required to be
filed by the Company pursuant to this Agreement is (A) not filed with the
SEC on or before the Filing Deadline (a “Filing
Failure”) or (B) filed with the SEC but not declared effective
by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or (ii) on any
day after the Effective Date sales of all of the Registrable Securities
required to be included on such Registration Statement cannot be made (other
than during an Allowable Grace Period (as defined in Section 3(r))
pursuant to such Registration Statement (including, without limitation, because
of a failure to keep such Registration Statement effective, to disclose such
information as is necessary for sales to be made pursuant to such Registration
Statement, a suspension or delisting of the Common Stock on its principal
trading market or exchange, or to register a sufficient number of shares of
Common Stock) (a “Maintenance Failure”)
then, as partial relief for the damages to any holder by reason of any such
delay in or reduction of its ability to sell the underlying shares of Common
Stock (which remedy shall not be exclusive of any other remedies available at law
or in equity) and subject to the Limitation on Damages (as defined in


 


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the Certificate of Designations), the Company shall
pay to each holder of Registrable Securities relating to such Registration Statement
an amount in cash equal to one percent (1%) of the aggregate Purchase Price (as
such term is defined in the Securities Purchase Agreement) of such Investor’s
Registrable Securities included in such Registration Statement on each of the
following dates:  (i) the day of a
Filing Failure and on every thirtieth day (pro rated for periods totaling less
than thirty days) after a Filing Failure until such Filing Failure is cured;
(ii) the day of an Effectiveness Failure and on every thirtieth day (pro
rated for periods totaling less than thirty days) after an Effectiveness
Failure until such Effectiveness Failure is cured; and (iii) the initial
day of a Maintenance Failure and on every thirtieth day (pro rated for periods
totaling less than thirty days) after a Maintenance Failure until such
Maintenance Failure is cured. The payments to which a holder shall be entitled
pursuant to this Section 2(f) are referred to herein as “Registration Delay Payments.”  Registration Delay Payments shall be paid on
the day of the Filing Failure, Effectiveness Failure and the initial day of a
Maintenance Failure, as applicable, and thereafter on the earlier of (I) the
thirtieth day after the event or failure giving rise to the Registration Delay
Payments has occurred and (II) the third Business Day after the event or
failure giving rise to the Registration Delay Payments is cured. In the event
the Company fails to make Registration Delay Payments in a timely manner, such
Registration Delay Payments shall bear interest at the rate of one and one-half
percent (1.5%) per month (prorated for partial months) until paid in full.


 


3.               Related Obligations.


 


At such time as the Company is obligated to file a
Registration Statement with the SEC pursuant to Section 2(a), 2(d) or
2(e), the Company will use its best efforts to effect the registration of the
Registrable Securities in accordance with the intended method of disposition
thereof and, pursuant thereto, the Company shall have the following
obligations:


 


a.                           The Company shall promptly prepare and
file with the SEC a Registration Statement with respect to the Registrable
Securities and use its best efforts to cause such Registration Statement
relating to the Registrable Securities to become effective as soon as
practicable after such filing (but in no event later than the Effectiveness
Deadline). Subject to allowable Grace Periods (as defined below), the Company
shall keep each Registration Statement effective pursuant to Rule 415 at
all times until the earlier of (i) the date as of which all of the
Investors may sell all of the Registrable Securities covered by such
Registration Statement without restriction pursuant to Rule 144(k) (or any
successor thereto) promulgated under the 1933 Act or (ii) the date on
which the Investors shall have sold all of the Registrable Securities covered
by such Registration Statement (the “Registration
Period”). The Company shall ensure that each Registration Statement
(including any amendments or supplements thereto and prospectuses contained
therein) shall not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein, or necessary to make the
statements therein (in the case of prospectuses, in the light of the
circumstances in which they were made) not misleading. The Company shall submit
to the SEC, within two (2) Business Days after the later of the date that
(i) the Company learns that no review of a particular Registration
Statement will be made by the staff of the SEC or that the staff has no further
comments on a particular Registration Statement, as the case may be, and
(ii) the approval of Legal Counsel pursuant to
Section 3(c) (which approval is immediately sought), a request for


 


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acceleration of effectiveness of such Registration
Statement to a time and date not later than 48 hours after the submission of
such request.


 


b.                          Subject to Section 3(r) of this
Agreement, the Company shall prepare and file with the SEC such amendments
(including post-effective amendments) and supplements to a Registration
Statement and the prospectus used in connection with such Registration
Statement, which prospectus is to be filed pursuant to Rule 424
promulgated under the 1933 Act, as may be necessary to keep such Registration
Statement effective at all times during the Registration Period, and, during
such period, comply with the provisions of the 1933 Act with respect to the
disposition of all Registrable Securities of the Company covered by such
Registration Statement until such time as all of such Registrable Securities
shall have been disposed of in accordance with the intended methods of
disposition by the seller or sellers thereof as set forth in such Registration
Statement. In the case of amendments and supplements to a Registration
Statement which are required to be filed pursuant to this Agreement (including
pursuant to this Section 3(b)) by reason of the Company filing a report on
Form 10-Q, or Form 10-QSB, Form 10-K, or Form 10-KSB or any
analogous report under the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Company shall have
incorporated such report by reference into such Registration Statement, if
applicable, or shall file such amendments or supplements with the SEC on the
same day on which the 1934 Act report is filed which created the requirement
for the Company to amend or supplement such Registration Statement.


 


c.                           The Company shall (A) permit Legal
Counsel to review and comment upon (i) a Registration Statement at least
five (5) Business Days prior to its filing with the SEC and (ii) all
amendments and supplements to all Registration Statements (except for Annual
Reports on Form 10-K or Form 10-KSB, Quarterly Reports on
Form 10-Q or Form 10-QSB, Current Reports on Form 8-K, and any similar
or successor reports) within a reasonable number of days prior to their filing
with the SEC, and (B) not file any Registration Statement or amendment or
supplement thereto in a form to which Legal Counsel reasonably objects.
The Company shall not submit a request for acceleration of the effectiveness of
a Registration Statement or any amendment or supplement thereto without the
prior approval of Legal Counsel, which consent shall not be unreasonably
withheld. The Company shall furnish to Legal Counsel, without charge,
(i) copies of any correspondence from the SEC or the staff of the SEC to
the Company or its representatives relating to any Registration Statement,
(ii) promptly after the same is prepared and filed with the SEC, one copy
of any Registration Statement and any amendment(s) thereto, including financial
statements and schedules, all documents incorporated therein by reference, if
requested by an Investor, and all exhibits and (iii) upon the
effectiveness of any Registration Statement, one copy of the prospectus
included in such Registration Statement and all amendments and supplements
thereto. The Company shall reasonably cooperate with Legal Counsel in
performing the Company’s obligations pursuant to this Section 3.


 


d.                          The Company shall furnish to each
Investor whose Registrable Securities are included in any Registration
Statement, without charge, (i) promptly after the same is prepared and
filed with the SEC, at least one copy of any Registration Statement and any
amendment(s) thereto, including financial statements and schedules, all
documents incorporated therein by reference, if requested by an Investor, all
exhibits and each preliminary


 


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prospectus, (ii) upon the effectiveness of any Registration
Statement, one (1) copy of the prospectus included in such Registration
Statement and all amendments and supplements thereto (or such other number of
copies as such Investor may reasonably request) and (iii) such other
documents, including copies of any preliminary or final prospectus, as such
Investor may reasonably request from time to time in order to facilitate
the disposition of the Registrable Securities owned by such Investor.


 


e.                           The Company shall use its reasonable best
efforts to (i) register and qualify, unless an exemption from registration
and qualification applies, the resale by Investors of the Registrable
Securities covered by a Registration Statement under such other securities or
“blue sky” laws of all applicable jurisdictions in the United States,
(ii) prepare and file in those jurisdictions, such amendments (including
post-effective amendments) and supplements to such registrations and
qualifications as may be necessary to maintain the effectiveness thereof
during the Registration Period, (iii) take such other actions as
may be necessary to maintain such registrations and qualifications in
effect at all times during the Registration Period, and (iv) take all
other actions reasonably necessary or advisable to qualify the Registrable
Securities for sale in such jurisdictions; provided, however, that the Company
shall not be required in connection therewith or as a condition thereto to (x)
qualify to do business in any jurisdiction where it would not otherwise be
required to qualify but for this Section 3(e), (y) subject itself to
general taxation in any such jurisdiction, or (z) file a general consent to
service of process in any such jurisdiction. The Company shall promptly notify
Legal Counsel and each Investor who holds Registrable Securities of the receipt
by the Company of any notification with respect to the suspension of the
registration or qualification of any of the Registrable Securities for sale
under the securities or “blue sky” laws of any jurisdiction in the United States
or its receipt of actual notice of the initiation or threatening of any
proceeding for such purpose.


 


f.                             The Company shall notify Legal Counsel
and each Investor in writing of the happening of any event, as promptly as
practicable after becoming aware of such event, as a result of which the
prospectus included in a Registration Statement, as then in effect, includes an
untrue statement of a material fact or omission to state a material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading
(provided that in no event shall such notice contain any material, nonpublic
information), and, subject to Section 3(r), promptly prepare a supplement
or amendment to such Registration Statement to correct such untrue statement or
omission and deliver one (1) copy of such supplement or amendment to Legal
Counsel and each Investor (or such other number of copies as Legal Counsel or
such Investor may reasonably request). The Company shall also promptly
notify Legal Counsel and each Investor in writing (i) when a prospectus or
any prospectus supplement or post-effective amendment has been filed, and when
a Registration Statement or any post-effective amendment has become effective
(notification of such effectiveness shall be delivered to Legal Counsel and
each Investor by facsimile or e-mail on the same day of such effectiveness and
by overnight mail), (ii) of any request by the SEC for amendments or
supplements to a Registration Statement or related prospectus or related
information, and (iii) of the Company’s reasonable determination that a
post-effective amendment to a Registration Statement would be appropriate.


 


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g.                          The Company shall use its best efforts to
prevent the issuance of any stop order or other suspension of effectiveness of
a Registration Statement, or the suspension of the qualification of any of the
Registrable Securities for sale in any jurisdiction and, if such an order or
suspension is issued, to obtain the withdrawal of such order or suspension at
the earliest possible moment and to notify Legal Counsel and each Investor who
holds Registrable Securities being sold of the issuance of such order and the
resolution thereof or its receipt of actual notice of the initiation or threat
of any proceeding for such purpose.


 


h.                          If any Investor may be required
under applicable securities law to be described in the Registration Statement
as an underwriter, at the reasonable request of any Investor, the Company shall
furnish to such Investor, on the date of the effectiveness of the Registration
Statement and thereafter from time to time on such dates as an Investor
may reasonably request (i) a letter, dated such date, from the
Company’s independent certified public accountants in form and substance
as is customarily given by independent certified public accountants to
underwriters in an underwritten public offering, addressed to the Investors,
and (ii) an opinion, dated as of such date, of counsel representing the
Company for purposes of such Registration Statement, in form, scope and
substance as is customarily given in an underwritten public offering, addressed
to the Investors.


 


i.                              If any Investor may be required
under applicable securities law to be described in the Registration Statement
as an Underwriter, the Company shall make available for inspection by
(i) any Investor, (ii) Legal Counsel and (iii) one firm of
accountants or other agents retained by the Investors (collectively, the “Inspectors”), all pertinent financial and
other records, and pertinent corporate documents and properties of the Company
(collectively, the “Records”), as
shall be reasonably deemed necessary by each Inspector, and cause the Company’s
officers, directors and employees to supply all information which any Inspector
may reasonably request; provided, however, that each Inspector shall agree
in writing to hold in strict confidence and not to make any disclosure (except
to an Investor) or use of any Record or other information which the Company
determines in good faith to be confidential, and of which determination the
Inspectors are so notified, unless (a) the disclosure of such Records is
necessary to avoid or correct a misstatement or omission in any Registration
Statement or is otherwise required under the 1933 Act, (b) the release of
such Records is ordered pursuant to a final, non-appealable subpoena or order
from a court or government body of competent jurisdiction, or (c) the information
in such Records has been made generally available to the public other than by
disclosure in violation of this or any other Transaction Document. Each
Investor agrees that it shall, upon learning that disclosure of such Records is
sought in or by a court or governmental body of competent jurisdiction or
through other means, give prompt notice to the Company and allow the Company,
at its expense, to undertake appropriate action to prevent disclosure of, or to
obtain a protective order for, the Records deemed confidential. Nothing herein
(or in any other confidentiality agreement between the Company and any
Investor) shall be deemed to limit the Investors’ ability to sell Registrable
Securities in a manner which is otherwise consistent with applicable laws and regulations.


 


j.                              The Company shall hold in confidence and
not make any disclosure of information concerning an Investor provided to the
Company unless (i) disclosure of such information is necessary to comply
with federal or state securities laws, (ii) the disclosure of such
information is necessary to avoid or correct a misstatement or omission in any


 


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Registration Statement, (iii) the release of such information is
ordered pursuant to a subpoena or other final, non-appealable order from a
court or governmental body of competent jurisdiction, or (iv) such
information has been made generally available to the public other than by
disclosure in violation of this Agreement or any other agreement. The Company
agrees that it shall, upon learning that disclosure of such information
concerning an Investor is sought in or by a court or governmental body of
competent jurisdiction or through other means, give prompt written notice to
such Investor and allow such Investor, at the Investor’s expense, to undertake
appropriate action to prevent disclosure of, or to obtain a protective order
for, such information.


 


k.                           The Company shall use its best efforts
either to (i) cause all of the Registrable Securities covered by a Registration
Statement to be listed on each securities exchange on which securities of the
same class or series issued by the Company are then listed, if any,
if the listing of such Registrable Securities is then permitted under the
rules of such exchange, or (ii) secure designation and quotation of
all of the Registrable Securities covered by a Registration Statement on the
Nasdaq National Market, or (iii) if, despite the Company’s best efforts to
satisfy the preceding clauses (i) or (ii) the Company is unsuccessful
in satisfying the preceding clauses (i) or (ii), to secure the inclusion
for quotation on The Nasdaq Capital Market for such Registrable Securities and,
without limiting the generality of the foregoing, to use its best efforts to
arrange for at least two market makers to register with the National
Association of Securities Dealers, Inc. (“NASD”) as such with respect to such Registrable Securities.
The Company shall pay all fees and expenses in connection with satisfying its
obligation under this Section 3(k).


 


l.                              The Company shall cooperate with the
Investors who hold Registrable Securities being offered and, to the extent
applicable, facilitate the timely preparation and delivery of certificates (not
bearing any restrictive legend) representing the Registrable Securities to be
offered pursuant to a Registration Statement and enable such certificates to be
in such denominations or amounts, as the case may be, as the Investors
may reasonably request and registered in such names as the Investors
may request.


 


m.                        If requested by an Investor, the Company
shall as soon as practicable after receipt of notice from such Investor and
subject to Section 3(r) hereof, (i) incorporate in a prospectus
supplement or post-effective amendment such information as an Investor
reasonably requests to be included therein relating to the sale and
distribution of Registrable Securities, including, without limitation,
information with respect to the number of Registrable Securities being offered
or sold, the purchase price being paid therefor and any other terms of the
offering of the Registrable Securities to be sold in such offering;
(ii) make all required filings of such prospectus supplement or
post-effective amendment after being notified of the matters to be incorporated
in such prospectus supplement or post-effective amendment; and
(iii) supplement or make amendments to any Registration Statement if
reasonably requested by an Investor holding any Registrable Securities.


 


n.                          The Company shall use its best efforts to
cause the Registrable Securities covered by a Registration Statement to be
registered with or approved by such other governmental agencies or authorities
as may be necessary to consummate the disposition of such Registrable
Securities.


 


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o.                          The Company shall make generally
available to its security holders as soon as practical, but not later than
ninety (90) days after the close of the period covered thereby, an earnings
statement (in form complying with, and in the manner provided by, the
provisions of Rule 158 under the 1933 Act) covering a twelve-month period
beginning not later than the first day of the Company’s fiscal quarter next
following the effective date of the Registration Statement.


 


p.                          The Company shall otherwise use its best
efforts to comply with all applicable rules and regulations of the SEC in
connection with any registration hereunder.


 


q.                          Within two (2) Business Days after a
Registration Statement which covers Registrable Securities is declared effective
by the SEC, the Company shall deliver, and shall cause legal counsel for the
Company to deliver, to the transfer agent for such Registrable Securities (with
copies to the Investors whose Registrable Securities are included in such
Registration Statement) confirmation that such Registration Statement has been
declared effective by the SEC in the form attached hereto as Exhibit A.


 


r.                             Notwithstanding anything to the contrary
herein, at any time after the Effective Date, the Company may delay the
disclosure of material, non-public information concerning the Company the
disclosure of which at the time is not, in the good faith opinion of the Board
of Directors of the Company, in the best interest of the Company and, in the
opinion of counsel to the Company, otherwise required (a “Grace Period”); provided, that the Company
shall promptly (i) notify the Investors in writing of the existence of
material, non-public information giving rise to a Grace Period (provided that
in each notice the Company will not disclose the content of such material,
non-public information to the Investors) and the date on which the Grace Period
will begin, and (ii) notify the Investors in writing of the date on which
the Grace Period ends; and, provided further, that no Grace Period shall exceed
fifteen (15) consecutive Business Days and during any three hundred sixty five
(365) day period such Grace Periods shall not exceed an aggregate of sixty (60)
Business Days and the first day of any Grace Period must be at least five (5) trading
days after the last day of any prior Grace Period (each, an “Allowable Grace Period”); provided,
that no Allowable Grace Period may exist during the first sixty (60)
Business Days after the Effective Date. For purposes of determining the length
of a Grace Period above, the Grace Period shall begin on and include the date
the Investors receive the notice referred to in clause (i) and shall end
on and include the later of the date the Investors receive the notice referred
to in clause (ii) and the date referred to in such notice. The provisions
of Section 3(g) hereof shall not be applicable during the period of
any Allowable Grace Period. Upon expiration of the Grace Period, the Company
shall again be bound by the first sentence of Section 3(f) with
respect to the information giving rise thereto unless such material, non-public
information is no longer applicable. Notwithstanding anything to the contrary,
the Company shall cause its transfer agent to deliver unlegended shares of
Common Stock to a transferee of an Investor in accordance with the terms of the
Securities Purchase Agreement in connection with any sale of Registrable
Securities with respect to which an Investor has entered into a contract for
sale, and delivered a copy of the prospectus included as part of the
applicable Registration Statement (unless an exception from such prospectus
delivery requirement exists), prior to the Investor’s receipt of the notice of
a Grace Period and for which the Investor has not yet settled.


 


10

















 


4.                           Obligations of the Investors.


 


a.                           At least five (5) Business Days
prior to the first anticipated filing date of a Registration Statement, the
Company shall notify each Investor in writing of the information the Company
requires from each such Investor if such Investor elects to have any of such
Investor’s Registrable Securities included in such Registration Statement. It
shall be a condition precedent to the obligations of the Company to complete
the registration pursuant to this Agreement with respect to the Registrable
Securities of a particular Investor that such Investor shall furnish to the
Company such information regarding itself, the Registrable Securities held by
it and the intended method of disposition of the Registrable Securities held by
it, as shall be reasonably required to effect and maintain the effectiveness of
the registration of such Registrable Securities and shall execute such
documents in connection with such registration as the Company may reasonably
request.


 


b.                          Each Investor, by such Investor’s
acceptance of the Registrable Securities, agrees to cooperate with the Company
as reasonably requested by the Company in connection with the preparation and
filing of any Registration Statement hereunder, unless such Investor has
notified the Company in writing of such Investor’s election to exclude all of
such Investor’s Registrable Securities from such Registration Statement.


 


c.                           Each Investor agrees that, upon receipt
of any notice from the Company of the happening of any event of the kind
described in Section 3(g) or the first sentence of 3(f), such
Investor will immediately discontinue disposition of Registrable Securities
pursuant to any Registration Statement(s) covering such Registrable Securities
until such Investor’s receipt of the copies of the supplemented or amended
prospectus contemplated by Section 3(g) or the first sentence of
3(f) or receipt of notice that no supplement or amendment is required.
Notwithstanding anything to the contrary, the Company shall cause its transfer
agent to deliver unlegended shares of Common Stock to a transferee of an
Investor in accordance with the terms of the Securities Purchase Agreement in
connection with any sale of Registrable Securities with respect to which an Investor
has entered into a contract for sale prior to the Investor’s receipt of a
notice from the Company of the happening of any event of the kind described in
Section 3(g) or the first sentence of 3(f) and for which the
Investor has not yet settled.


 


d.                          Each Investor covenants and agrees that
it will comply with the prospectus delivery requirements of the 1933 Act as
applicable to it in connection with sales of Registrable Securities pursuant to
the Registration Statement.


 


e.                           Each Investor convents and agrees to
deliver a Registration Statement Questionnaire in the form attached hereto
as Exhibit C no later than five (5) Business Days prior to the
Filing Deadline.


 


5.                           Expenses of Registration.


 


All reasonable expenses, other than underwriting
discounts and commissions, incurred in connection with registrations, filings
or qualifications pursuant to Sections 2 and 3, including, without limitation,
all registration, listing and qualifications fees, printers and


 


11

















 


accounting
fees, and fees and disbursements of counsel for the Company shall be paid by
the Company. The Company shall also reimburse the Investors for the fees and
disbursements of Legal Counsel in connection with registration, filing or
qualification pursuant to Sections 2 and 3 of this Agreement which amount shall
be limited to $10,000.


 


6.                           Indemnification.


 


In the event any Registrable Securities are included
in a Registration Statement under this Agreement:


 


a.                           To the fullest extent permitted by law,
the Company will, and hereby does, indemnify, hold harmless and defend each
Investor, the directors, officers, members, partners, employees, agents,
representatives of, and each Person, if any, who controls any Investor within
the meaning of the 1933 Act or the 1934 Act (each, an “Indemnified Person”), against any losses,
claims, damages, liabilities, judgments, fines, penalties, charges, costs,
reasonable attorneys’ fees, amounts paid in settlement or expenses, joint or
several, (collectively, “Claims”)
incurred in investigating, preparing or defending any action, claim, suit,
inquiry, proceeding, investigation or appeal taken from the foregoing by or
before any court or governmental, administrative or other regulatory agency,
body or the SEC, whether pending or threatened, whether or not an indemnified
party is or may be a party thereto (“Indemnified
Damages”), to which any of them may become subject insofar as
such Claims (or actions or proceedings, whether commenced or threatened, in
respect thereof) arise out of or are based upon:  (i) any untrue statement or alleged
untrue statement of a material fact in a Registration Statement or any
post-effective amendment thereto or in any filing made in connection with the
qualification of the offering under the securities or other “blue sky” laws of
any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or the omission or
alleged omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, (ii) any untrue
statement or alleged untrue statement of a material fact contained in any
preliminary prospectus if used prior to the effective date of such Registration
Statement, or contained in the final prospectus (as amended or supplemented, if
the Company files any amendment thereof or supplement thereto with the SEC) or
the omission or alleged omission to state therein any material fact necessary
to make the statements made therein, in light of the circumstances under which
the statements therein were made, not misleading, (iii) any violation or
alleged violation by the Company of the 1933 Act, the 1934 Act, any other law,
including, without limitation, any state securities law, or any rule or
regulation thereunder relating to the offer or sale of the Registrable
Securities pursuant to a Registration Statement or (iv) any violation of
this Agreement (the matters in the foregoing clauses (i) through
(iv) being, collectively, “Violations”).
Subject to Section 6(c), the Company shall reimburse the Indemnified
Persons, promptly as such expenses are incurred and are due and payable, for
any legal fees or other reasonable expenses incurred by them in connection with
investigating or defending any such Claim. Notwithstanding anything to the contrary
contained herein, the indemnification agreement contained in this
Section 6(a):  (i) shall not
apply to a Claim by an Indemnified Person arising out of or based upon a
Violation which occurs in reliance upon and in conformity with information
furnished in writing to the Company by such Indemnified Person for such
Indemnified Person expressly for use in connection with the preparation of the
Registration Statement or any such amendment thereof or supplement thereto if
such prospectus was timely made available by the Company pursuant


 


12

















 


to section 3(a) and (ii) shall not be available to the
extent such Claim is based on a failure of the Investor to deliver or to cause
to be delivered the prospectus made available by the Company, including a
corrected prospectus, if such prospectus or corrected prospectus was timely
made available by the Company pursuant to Section 3(d); and
(iii) shall not apply to amounts paid in settlement of any Claim if such
settlement is effected without the prior written consent of the Company, which
consent shall not be unreasonably withheld or delayed. Such indemnity shall
remain in full force and effect regardless of any investigation made by or on
behalf of the Indemnified Person and shall survive the transfer of the
Registrable Securities by the Investors pursuant to Section 9.


 


b.                          In connection with any Registration
Statement in which an Investor is participating, each such Investor agrees to
severally and not jointly indemnify, hold harmless and defend, to the same
extent and in the same manner as is set forth in Section 6(a), the
Company, each of its directors, each of its officers who signs the Registration
Statement and each Person, if any, who controls the Company within the meaning
of the 1933 Act or the 1934 Act (each, an “Indemnified
Party”), against any Claim or Indemnified Damages to which any of
them may become subject, under the 1933 Act, the 1934 Act or otherwise,
insofar as such Claim or Indemnified Damages arise out of or are based upon any
Violation, in each case to the extent, and only to the extent, that such
Violation occurs in reliance upon and in conformity with written information
furnished to the Company by such Investor expressly for use in connection with
such Registration Statement; and, subject to Section 6(c), such Investor
will reimburse any legal or other expenses reasonably incurred by an
Indemnified Party in connection with investigating or defending any such Claim;
provided, however, that the indemnity agreement contained in this
Section 6(b) and the agreement with respect to contribution contained
in Section 7 shall not apply to amounts paid in settlement of any Claim if
such settlement is effected without the prior written consent of such Investor,
which consent shall not be unreasonably withheld or delayed; provided, further,
however, that the Investor shall be liable under this
Section 6(b) for only that amount of a Claim or Indemnified Damages
as does not exceed the net proceeds to such Investor as a result of the sale of
Registrable Securities pursuant to such Registration Statement. Such indemnity
shall remain in full force and effect regardless of any investigation made by
or on behalf of such Indemnified Party and shall survive the transfer of the
Registrable Securities by the Investors pursuant to Section 9.


 


c.                           Promptly after receipt by an Indemnified
Person or Indemnified Party under this Section 6 of notice of the
commencement of any action or proceeding (including any governmental action or
proceeding) involving a Claim, such Indemnified Person or Indemnified Party
shall, if a Claim in respect thereof is to be made against any indemnifying
party under this Section 6, deliver to the indemnifying party a written
notice of the commencement thereof, and the indemnifying party shall have the
right to participate in, and, to the extent the indemnifying party so desires,
jointly with any other indemnifying party similarly noticed, to assume control
of the defense thereof with counsel mutually satisfactory to the indemnifying
party and the Indemnified Person or the Indemnified Party, as the case
may be; provided, however, that an Indemnified Person or Indemnified Party
shall have the right to retain its own counsel with the fees and expenses of
not more than one counsel for all such Indemnified Person or Indemnified Party
to be paid by the indemnifying party, if, in the reasonable opinion of counsel
retained by the indemnifying party, the representation by such counsel of the
Indemnified Person or Indemnified Party and the indemnifying party would be 


 


13

















 


inappropriate due to actual or potential differing interests between
such Indemnified Person or Indemnified Party and any other party represented by
such counsel in such proceeding; provided further, that the indemnifying party
shall not be responsible for the reasonable fees and expenses of more than one
(1) separate legal counsel for such Indemnified Person or Indemnified
Party. In the case of an Indemnified Person, legal counsel referred to in the
immediately preceding sentence shall be selected by the Investors holding at
least a majority in interest of
the Registrable Securities included in the Registration Statement to which the
Claim relates. The Indemnified Party or Indemnified Person shall reasonably
cooperate with the indemnifying party in connection with any negotiation or
defense of any such action or Claim by the indemnifying party and shall furnish
to the indemnifying party all information reasonably available to the
Indemnified Party or Indemnified Person which relates to such action or Claim.
The indemnifying party shall keep the Indemnified Party or Indemnified Person
reasonably apprised at all times as to the status of the defense or any settlement
negotiations with respect thereto. No indemnifying party shall be liable for
any settlement of any action, claim or proceeding effected without its prior
written consent, provided, however, that the indemnifying party shall not
unreasonably withhold, delay or condition its consent. No indemnifying party
shall, without the prior written consent of the Indemnified Party or
Indemnified Person, consent to entry of any judgment or enter into any
settlement or other compromise which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such Indemnified Party or
Indemnified Person of a release from all liability in respect to such Claim or
litigation, and such settlement shall not include any admission as to fault on the
part of the Indemnified Party. Following indemnification as provided for
hereunder, the indemnifying party shall be subrogated to all rights of the
Indemnified Party or Indemnified Person with respect to all third parties,
firms or corporations relating to the matter for which indemnification has been
made. The failure to deliver written notice to the indemnifying party within a
reasonable time of the commencement of any such action shall not relieve such
indemnifying party of any liability to the Indemnified Person or Indemnified
Party under this Section 6, except to the extent that the indemnifying
party is prejudiced in its ability to defend such action.


 


d.                          No Person involved in the sale of
Registrable Securities who is guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) in connection
with such sale shall be entitled to indemnification from any Person involved in
such sale of Registrable Securities who is not guilty of fraudulent
misrepresentation.


 


e.                           The indemnification required by this
Section 6 shall be made by periodic payments of the amount thereof during
the course of the investigation or defense, as and when bills are received or
Indemnified Damages are incurred.


 


f.                             The indemnity agreements contained herein
shall be in addition to  (i) any
cause of action or similar right of the Indemnified Party or Indemnified Person
against the indemnifying party or others, and (ii) any liabilities the
indemnifying party may be subject to pursuant to the law.


 


14

















 


7.                           Contribution.


 


To the extent any indemnification by an indemnifying
party is prohibited or limited by law, the indemnifying party agrees to make
the maximum contribution with respect to any amounts for which it would
otherwise be liable under Section 6 to the fullest extent permitted by
law; provided, however, that: 
(i) no contribution shall be made under circumstances where the
maker would not have been liable for indemnification under the fault standards
set forth in Section 6 of this Agreement, (ii) no Person involved in
the sale of Registrable Securities which Person is guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933
Act) in connection with such sale shall be entitled to contribution from any
Person involved in such sale of Registrable Securities who was not guilty of
fraudulent misrepresentation; and (iii) contribution by any seller of
Registrable Securities shall be limited in amount to the net amount of proceeds
received by such seller from the sale of such Registrable Securities pursuant
to such Registration Statement.


 


8.                           Reports Under the 1934 Act.


 


With a view to making available to the Investors the
benefits of Rule 144 promulgated under the 1933 Act or any other similar
rule or regulation of the SEC that may at any time permit the
Investors to sell securities of the Company to the public without registration
(“Rule 144”), the Company
agrees to:


 


a.                           make and keep public information
available, as those terms are understood and defined in Rule 144;


 


b.                          file with the SEC in a timely manner all
reports and other documents required of the Company under the 1933 Act and the
1934 Act so long as the Company remains subject to such requirements (it being
understood that nothing herein shall limit the Company’s obligations under
Section 4(c) of the Securities Purchase Agreement) and the filing of
such reports and other documents is required for the applicable provisions of
Rule 144; and


 


c.                           furnish to each Investor so long as such
Investor owns Registrable Securities, promptly upon request, (i) a written
statement by the Company, if true, that it has complied with the reporting
requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) a copy
of the most recent annual or quarterly report of the Company and such other
reports and documents so filed by the Company if such reports are not publicly
available via EDGAR, and (iii) such other information as may be
reasonably requested to permit the Investors to sell such securities pursuant
to Rule 144 without registration.


 


9.                           Assignment of Registration Rights.


 


The rights under this Agreement shall be
automatically assignable by the Investors to any transferee of all or any
portion of such Investor’s Registrable Securities if:  (i) the Investor agrees in writing with
the transferee or assignee to assign such rights, and a copy of such agreement
is furnished to the Company within a reasonable time after such assignment;
(ii) the Company is, within a reasonable time after such transfer or
assignment, furnished with written notice of (a) the name and address of
such transferee or assignee, and (b) the securities with respect to which
such registration rights are being transferred or assigned;
(iii) immediately


 


15

















 


following
such transfer or assignment the further disposition of such securities by the
transferee or assignee is restricted under the 1933 Act or applicable state
securities laws; (iv) at or before the time the Company receives the
written notice contemplated by clause (ii) of this sentence the transferee
or assignee agrees in writing with the Company to be bound by all of the
provisions contained herein; (v) such transfer shall have been made in
accordance with the applicable requirements of the Securities Purchase
Agreement; and (vi) such transfer shall have been conducted in accordance
with all applicable federal and state securities laws.


 


10.                     Amendment of Registration Rights.


 


Provisions of this Agreement may be amended and
the observance thereof may be waived (either generally or in a particular
instance and either retroactively or prospectively), only with the written
consent of the Company and the Required Holders. Any amendment or waiver
effected in accordance with this Section 10 shall be binding upon each
Investor and the Company. No such amendment shall be effective to the extent
that it applies to less than all of the holders of the Registrable Securities.
No consideration shall be offered or paid to any Person to amend or consent to
a waiver or modification of any provision of any of this Agreement unless the
same consideration also is offered to all of the parties to this Agreement.


 


11.                     Miscellaneous.


 


a.                           A Person is deemed to be a holder of
Registrable Securities whenever such Person owns or is deemed to own of record
such Registrable Securities. If the Company receives conflicting instructions,
notices or elections from two or more Persons with respect to the same
Registrable Securities, the Company shall act upon the basis of instructions,
notice or election received from such record owner of such Registrable
Securities.


 


b.                          Any notices, consents, waivers or other
communications required or permitted to be given under the terms of this
Agreement must be in writing and will be deemed to have been delivered:  (i) upon receipt, when delivered
personally; (ii) upon receipt, when sent by facsimile (provided
confirmation of transmission is mechanically or electronically generated and
kept on file by the sending party); or (iii) one Business Day after
deposit with a nationally recognized overnight delivery service, in each case
properly addressed to the party to receive the same. The addresses and
facsimile numbers for such communications shall be:


 


If to the Company:


 


Think Partnership Inc.


5 Revere Drive,
Suite 510


Northbrook, Illinois 60062


Telephone:                                    (847) 562-0177


Facsimile:                                            (847) 562-0178


Attention:                                         Gerard M. Jacobs


 


16

















 


With a copy (for informational purposes only) to:


 


Shefsky & Froelich
Ltd.


111 East Wacker Drive,
Suite 2800


Chicago, Illinois 60601


Telephone:                                    (312) 527-4000


Facsimile:                                            (312) 527-5921


Attention:                                         Michael J. Choate


 


If to the Transfer Agent:


 


Colonial Stock Transfer


66 Exchange Place,
Suite 100


Salt Lake City, VT 84111


Telephone:                                    (801) 355-5740


Facsimile:                                            (801) 355-6505


Attention:                                         Donna Webster


 


If to Legal Counsel:


 


Schulte Roth &
Zabel LLP


919 Third Avenue


New York, New York  10022


Telephone:   (212)
756-2000


Facsimile:  (212)
593-5955


Attention: Eleazer N.
Klein, Esq.


 


If
to a Buyer, to its address and facsimile number set forth on the
Schedule of Buyers attached hereto, with copies to such Buyer’s
representatives as set forth on the Schedule of Buyers, or to such other
address and/or facsimile number and/or to the attention of such other Person as
the recipient party has specified by written notice given to each other party
five (5) days prior to the effectiveness of such change provided, that
Schulte Roth & Zabel LLP shall only receive notices sent to clients of
its firm. Written confirmation of receipt (A) given by the recipient of
such notice, consent, waiver or other communication, (B) mechanically or
electronically generated by the sender’s facsimile machine containing the time,
date, recipient facsimile number and an image of the first page of such
transmission or (C) provided by a courier or overnight courier service
shall be rebuttable evidence of personal service, receipt by facsimile or
receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.


c.                           Failure of any party to exercise any
right or remedy under this Agreement or otherwise, or delay by a party in
exercising such right or remedy, shall not operate as a waiver thereof.


 


d.                          All questions concerning the
construction, validity, enforcement and interpretation of this Agreement shall
be governed by the internal laws of the State of New York, without giving
effect to any choice of law or conflict of law provision or rule (whether


 


17

















 


of the State of
New York or any other jurisdictions) that would cause the application of the
laws of any jurisdictions other than the State of New York. Each party hereby
irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in The City of New York, Borough of Manhattan, for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is brought in an inconvenient forum or that the
venue of such suit, action or proceeding is improper. Each party hereby
irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by mailing a copy thereof to such
party at the address for such notices to it under this Agreement and agrees
that such service shall constitute good and sufficient service of process and
notice thereof. Nothing contained herein shall be deemed to limit in any way
any right to serve process in any manner permitted by law. If any provision of
this Agreement shall be invalid or unenforceable in any jurisdiction, such
invalidity or unenforceability shall not affect the validity or enforceability
of the remainder of this Agreement in that jurisdiction or the validity or enforceability
of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT
MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF
ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS
AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


e.                           This Agreement, the other Transaction
Documents (as defined in the Securities Purchase Agreement) and the instruments
referenced herein and therein constitute the entire agreement among the parties
hereto with respect to the subject matter hereof and thereof. There are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein and therein. This Agreement, the other Transaction
Documents and the instruments referenced herein and therein supersede all prior
agreements and understandings among the parties hereto with respect to the
subject matter hereof and thereof.


 


f.                             Subject to the requirements of
Section 9, this Agreement shall inure to the benefit of and be binding
upon the permitted successors and assigns of each of the parties hereto.


 


g.                          The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


 


h.                          This Agreement may be executed in
identical counterparts, each of which shall be deemed an original but all of
which shall constitute one and the same agreement. This Agreement, once
executed by a party, may be delivered to the other party hereto by
facsimile transmission of a copy of this Agreement bearing the signature of the
party so delivering this Agreement.


 


i.                              Each party shall do and perform, or cause
to be done and performed, all such further acts and things, and shall execute
and deliver all such other agreements, certificates, instruments and documents
as any other party may reasonably request in order to


 


18

















 


carry out the intent and accomplish the purposes of this Agreement and
the consummation of the transactions contemplated hereby.


 


j.                              All consents and other determinations
required to be made by the Investors pursuant to this Agreement shall be made,
unless otherwise specified in this Agreement, by the Required Holders.


 


k.                           The language used in this Agreement will
be deemed to be the language chosen by the parties to express their mutual
intent and no rules of strict construction will be applied against any
party.


 


l.                              This Agreement is intended for the
benefit of the parties hereto and their respective permitted successors and
assigns, and is not for the benefit of, nor may any provision hereof be
enforced by, any other Person.


 


m.                        The obligations of each Investor
hereunder are several and not joint with the obligations of any other Investor,
and no provision of this Agreement is intended to confer any obligations on any
Investor vis-à-vis any other Investor. Nothing contained herein, and no action
taken by any Investor pursuant hereto, shall be deemed to constitute the
Investors as a partnership, an association, a joint venture or any other kind
of entity, or create a presumption that the Investors are in any way acting in
concert or as a group with respect to such obligations or the transactions
contemplated herein.


 


* * * * * *


 


19

















 


IN WITNESS WHEREOF, each Buyer and the Company have caused
their respective signature page to this Registration Rights Agreement to
be duly executed as of the date first written above.


 


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THINK PARTNERSHIP INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


1

















 


IN WITNESS WHEREOF, each Buyer and the Company have caused
their respective signature page to this Registration Rights Agreement to
be duly executed as of the date first written above.


 


 


	
   

  	
  BUYERS:

  
	
   

  	
   

  
	
   

  	
  MAGNETAR CAPITAL MASTER FUND,

  LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Magnetar Financial LLC 

  
	
   

  	
  Its:

  	
  Investment Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Paul Smith 

  
	
   

  	
  Its:

  	
  General Counsel

  
				



 


2

















 


IN WITNESS WHEREOF, each Buyer and the Company have caused
their respective signature page to this Registration Rights Agreement to
be duly executed as of the date first written above.


 


	
   

  	
  [OTHER BUYERS]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
     Name:

  
	
   

  	
   

  	
     Title:

  



 


3

















 


SCHEDULE OF BUYERS


 


	
  Buyer

  	
   

  	
  Buyer Address

  and Facsimile Number

  	
   

  	
  Buyer’s Representative’s Address

  and Facsimile Number

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Magnetar Capital Master Fund, Ltd.

  	
   

  	
  1603
  Orrington Avenue

  Evanston, IL 60201

  Attn: Richard Levy and Matthew
  Ray
Facsimile: (847) 905-5603
Telephone: (847) 905-4707

  	
   

  	
  Schulte Roth & Zabel LLP

  919 Third Avenue

  New York, New York 10022

  Attention: Eleazer Klein, Esq.

  Facsimile: (212) 593-5955

  Telephone: (212) 756-2000

  	
   

  
	
  Heller Capital Investments, LLC

  	
   

  	
  700
  E. Palisade Avenue

  Englewood Cliffs, NJ 07632
Facsimile: (201)569-5014

  	
   

  	
   

  	
   

  
	
  Heller Family Foundation

  	
   

  	
  74
  Fairview Rd.

  Tenafly, NJ 07670
Facsimile: 201-569-5014

  	
   

  	
   

  	
   

  
	
  Mac
  & Co



  	
   

  	
  Mac
  & Co

  CIBC Mellon
PO Box 3196
Pittsburg, PA 15230-3196

  	
   

  	
   

  	
   

  
	
  Calhoun & Co

  FFC City of
  Dearborn Policemen and Firemen Revised Retirement Systems

  	
   

  	
  Calhoun
  & Co

  Comerica Bank
PO Box 75000-M/C 3404
Detroit, MI 48231
Attn: Sarah Grant, Trust Department
Facsimile: 313.222.7041
Telephone: 313.222.4150

  	
   

  	
   

  	
   

  
	
  Calhoun & Co

  FFC City of
  Dearborn General Employees

  Retirement Systems

  	
   

  	
  Calhoun
  & Co.

  Comercia Bank
PO Box 75000-M/C 3404
Detroit, MI 48231
Attn: Sarah Grant
Facsimile: 313-222-7041
Telephone: 313-222-4150

  	
   

  	
   

  	
   

  
	
  William
  Blair Small Cap Growth Fund

  	
   

  	
  William
  Blair & Company, LLC

  222 W Adams St
Chicago, IL 60606
Attn: Terry Sullivan
Facsimile: 312.236.1497
Telephone: 312.364.8319

  	
   

  	
   

  	
   

  
	
  Booth
  & Co

  FFC Hartmarx Retirement Income
  Trust

  	
   

  	
  Booth
  & Co

  Northern Trust
50 S LaSalle Street
Chicago, IL 60675

  	
   

  	
   

  	
   

  
	
  Booth
  & Co

  FFC Rush University Medical
  Center

  Endowment Account

  	
   

  	
  Booth
  & Co

  Northern Trust
50 S LaSalle St, 7th floor
Chicago, IL 60675
Attn: David Applegate
Facsimile: 312.557.2673
Telephone: 312.557.3019

  	
   

  	
   

  	
   

  
	
  Booth
  & Co

  FFC Rush University Medical
  Center

  Pension and Retirement

  	
   

  	
  Booth
  & Co

  Northern Trust
50 S LaSalle St, 7th floor
Chicago, IL 60675
Attn: David Applegate
Facsimile: 312.557.2673
Telephone: 312.557.3019

  	
   

  	
   

  	
   

  



 


4

















 


	
  Bear
  Stearns Sec. Corp. Cust. J. Steven Emerson Inv. Act.

  	
   

  	
  Bear
  Stearns Sec. Corp. Cust. J. Steven Emerson Inv. Act.

  1522 Ensley Avenue
Los Angeles, CA 90024
Phone: 310-553-4151
Fax: 310-553-4187
Att:: Steven Emerson
Custodian:
Bear Stearns Sec. Corp.
1990 Avenue of the Stars
#2530
Los Angeles, CA 90067
Phone: 310-201-3976
Fax: 310-407-1721
Att: Rita Swann

  	
   

  	
   

  	
   

  
	
  Bear
  Stearns Sec. Corp. FBO J. Steven Emerson Roth IRA

  	
   

  	
  Bear
  Stearns Sec. Corp. FBO J. Steven Emerson Roth IRA.

  1522 Ensley Avenue
Los Angeles, CA 90024
Phone: 310-553-4151
Fax: 310-553-4187
Att:: Steven Emerson
Custodian:
Bear Stearns Sec. Corp.
1990 Avenue of the Stars
#2530
Los Angeles, CA 90067
Phone: 310-201-3976
Fax: 310-407-1721
Att: Rita Swann

  	
   

  	
   

  	
   

  
	
  Bear
  Stearns Sec. Corp. FBO J. Steven Emerson IRA Rollover II

  	
   

  	
  Bear
  Stearns Sec. Corp. FBO J. Steven Emerson IRA Rollover II

  1522 Ensley Avenue
Los Angeles, CA 90024
Phone: 310-553-4151
Fax: 310-553-4187
Att:: Steven Emerson
Custodian:
Bear Stearns Sec. Corp.
1990 Avenue of the Stars
#2530
Los Angeles, CA 90067
Phone: 310-201-3976
Fax: 310-407-1721
Att: Rita Swann

  	
   

  	
   

  	
   

  
	
  Umbtru
  & Co.

  FBO Oberweis Emerging Growth
  Fund

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Umbtru
  & Co.

  FBO Oberweis Micro-Cap Fund

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fort
  Mason Master Fund, LP



  	
   

  	
  Fort
  Mason Master Fund, LP

  456 Montgomery Street, 22nd Fl.
San Francisco, CA 94104
Telephone 415-249-3380
Fax 415-249-3389
Attn: KC Lynch and Marshall Jensen



  	
   

  	
   

  	
   

  
	
  Fort
  Mason Partners, LP

  	
   

  	
  Fort
  Mason Partners, LP

  456 Montgomery Street, 22nd Fl.
San Francisco, CA 94104
Telephone 415-249-3380
Fax 415-249-3389
Attn: KC Lynch and Marshall Jensen

  	
   

  	
   

  	
   

  



 


5

















 


EXHIBIT A


 


FORM OF
NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT


 


Colonial Stock Transfer

66 Exchange Place, Suite 100

Salt Lake City, VT 84111

Attention:                                         Donna Webster


 


Re:                               Think Partnership Inc.


 


Ladies
and Gentlemen:


 


[We are][I am] counsel to Think Partnership Inc., a
Nevada corporation (the “Company”),
and have represented the Company in connection with that certain Securities
Purchase Agreement (the “Securities Purchase
Agreement”) entered into by and among the Company and the buyers
named therein (collectively, the “Holders”)
pursuant to which the Company issued to the Holders preferred shares (the “Preferred Shares”) convertible into the
Company’s common stock, $0.001 par value (the ”Common Stock”), warrants exercisable for shares of Common
Stock (the “Warrants”). Pursuant
to the Securities Purchase Agreement, the Company also has entered into a
Registration Rights Agreement with the Holders (the “Registration Rights Agreement”) pursuant to which the Company
agreed, among other things, to register the Registrable Securities (as defined
in the Registration Rights Agreement), including the shares of Common Stock
issuable upon conversion of the Preferred Shares and the shares of Common Stock
issuable upon exercise of the Warrants, under the Securities Act of 1933, as
amended (the “1933 Act”). In
connection with the Company’s obligations under the Registration Rights
Agreement, on
            
   , 200 , the Company filed a Registration Statement on
Form S-3 (File
No. 333-             )
(the “Registration Statement”)
with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names each
of the Holders as a selling stockholder thereunder.


 


In connection with the foregoing, [we][I] advise you
that a member of the SEC’s staff has advised [us][me] by telephone that the SEC
has entered an order declaring the Registration Statement effective under the
1933 Act at [ENTER TIME OF
EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] have no knowledge, after
telephonic inquiry of a member of the SEC’s staff, that any stop order
suspending its effectiveness has been issued or that any proceedings for that
purpose are pending before, or threatened by, the SEC and the Registrable
Securities are available for resale under the 1933 Act pursuant to the Registration
Statement.


 


1

















 


This letter shall serve as our standing opinion to
you that the shares of Common Stock are freely transferable by the Holders
pursuant to the Registration Statement. You need not require further letters
from us to effect any future legend-free issuance or reissuance of shares of
Common Stock to the Holders as contemplated by the Company’s Irrevocable
Transfer Agent Instructions dated March   , 2006.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  [ISSUER’S COUNSEL]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
  CC:                             [LIST
  NAMES OF HOLDERS]

  



 


2

















 


EXHIBIT B


 


SELLING
STOCKHOLDERS


 


The shares of Common Stock being offered by the
selling stockholders are issuable upon conversion of the convertible preferred
shares, upon exercise of the warrants and in payment of certain dividend
requirements as set forth in the Certificate of Designations. For additional
information regarding the issuance of those convertible preferred shares and
warrants, see “Private Placement of Convertible Preferred Shares and Warrants”
above. We are registering the shares of Common Stock in order to permit the
selling stockholders to offer the shares for resale from time to time. Except
for the ownership of the preferred shares and warrants issued pursuant to the
Securities Purchase Agreement, the selling stockholders have not had any
material relationship with us within the past three years.


 


The table below lists the selling stockholders and
other information regarding the beneficial ownership of the shares of Common
Stock by each of the selling stockholders. The second column lists the number
of shares of Common Stock beneficially owned by each selling stockholder, based
on its ownership of the convertible preferred shares and warrants, as of
        , 200 , assuming
conversion of all convertible preferred shares and exercise of the warrants
held by the selling stockholders on that date, without regard to any
limitations on conversions or exercise.


 


The third column lists the shares of Common Stock
being offered by this prospectus by the selling stockholders.


 


In accordance with the terms of a registration
rights agreement with the selling stockholders, this prospectus generally
covers the resale of at least the sum of (i) the maximum number of shares
of Common Stock issuable upon conversion of the convertible preferred shares as
of the trading day immediately preceding the date the registration statement is
initially filed with the SEC and (ii) the maximum number of shares of
Common Stock issuable upon exercise of the related warrants as of the trading
day immediately preceding the date the registration statement is initially
filed with the SEC (assuming for purposes hereof that the exercise price is
equal to $2.00, subject to adjustment for stock splits and stock dividends).
Because the conversion price of the convertible preferred shares and the
exercise price of the warrants may be adjusted, the number of shares that
will actually be issued may be more or less than the number of shares being
offered by this prospectus. The fourth column assumes the sale of all of the
shares offered by the selling stockholders pursuant to this prospectus.


 


Under the terms of the certificate of designations
and the warrants, a selling stockholder may not convert the preferred
shares or exercise the warrants to the extent such conversion or exercise would
cause such selling stockholder, together with its affiliates, to beneficially
own a number of shares of Common Stock which would exceed 4.99% of our then outstanding
shares of Common Stock following such conversion or exercise, excluding for
purposes of such determination shares of Common Stock issuable upon conversion
of the convertible preferred shares which have not been converted and upon
exercise of the warrants which have not been exercised. The number of shares in
the second column does not reflect this limitation. The


 


3

















 


selling stockholders may sell all, some
or none of their shares in this offering. See “Plan of Distribution.”


 


4

















 


	
  Name of Selling Stockholder

  	
   

  	
  Number of Shares of

  Common Stock Owned

  Prior to Offering

  	
   

  	
  Maximum Number of Shares

  of Common Stock to be Sold

  Pursuant to this Prospectus

  	
   

  	
  Number of Shares of

  Common Stock Owned

  After Offering

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Magnetar
  Capital Master Fund, Ltd. (1)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [Other
  Buyers]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 






(1) Magnetar Financial LLC is the investment
advisor of Magnetar Capital Master Fund, Ltd. (“Magnetar Master Fund”) and
consequently has voting control and investment discretion over securities held
by Magnetar Master Fund. Magnetar Financial LLC disclaims beneficial ownership
of the securities held by Magnetar Master Fund. Alec Litowitz is the manager of
Magnetar Capital Partners LLC, which is the sole member of Magnetar Financial
LLC. As a result, Mr. Litowitz may be considered the beneficial owner
of any shares deemed to be beneficially owned by Magnetar Financial LLC.
Mr. Litowitz disclaims beneficial ownership of these shares.


 


1

















 


PLAN OF
DISTRIBUTION


 


We are registering the shares of Common Stock
issuable upon conversion of the convertible preferred shares, upon exercise of
the warrants and in payment of certain dividend requirements to permit the
resale of these shares of Common Stock by the holders of the convertible
preferred shares and warrants from time to time after the date of this
prospectus. We will not receive any of the proceeds from the sale by the selling
stockholders of the shares of Common Stock. We will bear all fees and expenses
incident to our obligation to register the shares of Common Stock.


 


The selling stockholders may sell all or a
portion of the shares of Common Stock beneficially owned by them and offered
hereby from time to time directly or through one or more underwriters,
broker-dealers or agents. If the shares of Common Stock are sold through
underwriters or broker-dealers, the selling stockholders will be responsible
for underwriting discounts or commissions or agent’s commissions. The shares of
Common Stock may be sold in one or more transactions at fixed prices, at
prevailing market prices at the time of the sale, at varying prices determined
at the time of sale, or at negotiated prices. These sales may be effected
in transactions, which may involve crosses or block transactions,


 


•                  on any national securities exchange or
quotation service on which the securities may be listed or quoted at the
time of sale;


 


•                  in the over-the-counter market;


 


•                  in transactions otherwise than on these
exchanges or systems or in the over-the-counter market;


 


•                  through the writing of options, whether such
options are listed on an options exchange or otherwise;


 


•                  ordinary brokerage transactions and
transactions in which the broker-dealer solicits purchasers;


 


•                  block trades in which the broker-dealer will
attempt to sell the shares as agent but may position and resell a portion
of the block as principal to facilitate the transaction;


 


•                  purchases by a broker-dealer as principal and
resale by the broker-dealer for its account;


 


•                  an exchange distribution in accordance with
the rules of the applicable exchange;


 


•                  privately negotiated transactions;


 


•                  short sales made after the date the
Registration Statement is declared effective by the SEC;


 

















 


•                  sales pursuant to Rule 144;


 


•                  broker-dealers may agree with the
selling securityholders to sell a specified number of such shares at a
stipulated price per share;


 


•                  a combination of any such methods of sale;
and


 


•                  any other method permitted pursuant to
applicable law.


 


If the selling stockholders effect such transactions
by selling shares of Common Stock to or through underwriters, broker-dealers or
agents, such underwriters, broker-dealers or agents may receive commissions
in the form of discounts, concessions or commissions from the selling
stockholders or commissions from purchasers of the shares of Common Stock for
whom they may act as agent or to whom they may sell as principal
(which discounts, concessions or commissions as to particular underwriters,
broker-dealers or agents may be in excess of those customary in the types
of transactions involved). In connection with sales of the shares of Common
Stock or otherwise, the selling stockholders may enter into hedging transactions
with broker-dealers, which may in turn engage in short sales of the shares
of Common Stock in the course of hedging in positions they assume. The selling
stockholders may also sell shares of Common Stock short and deliver shares
of Common Stock covered by this prospectus to close out short positions and to
return borrowed shares in connection with such short sales. The selling
stockholders may also loan or pledge shares of Common Stock to
broker-dealers that in turn may sell such shares.


 


The selling stockholders may pledge or grant a
security interest in some or all of the convertible preferred shares or
warrants or shares of Common Stock owned by them and, if they default in the
performance of their secured obligations, the pledgees or secured parties
may offer and sell the shares of Common Stock from time to time pursuant
to this prospectus or any amendment to this prospectus under
Rule 424(b)(3) or other applicable provision of the Securities Act of
1933, as amended, amending, if necessary, the list of selling stockholders to
include the pledgee, transferee or other successors in interest as selling
stockholders under this prospectus. The selling stockholders also
may transfer and donate the shares of Common Stock in other circumstances
in which case the transferees, donees, pledgees or other successors in interest
will be the selling beneficial owners for purposes of this prospectus.


 


The selling stockholders and any broker-dealer
participating in the distribution of the shares of Common Stock may be
deemed to be “underwriters” within the meaning of the Securities Act, and any
commission paid, or any discounts or concessions allowed to, any such
broker-dealer may be deemed to be underwriting commissions or discounts
under the Securities Act. At the time a particular offering of the shares of
Common Stock is made, a prospectus supplement, if required, will be distributed
which will set forth the aggregate amount of shares of Common Stock being
offered and the terms of the offering, including the name or names of any
broker-dealers or agents, any discounts, commissions and other terms
constituting compensation from the selling stockholders and any discounts,
commissions or concessions allowed or reallowed or paid to broker-dealers.


 


2

















 


Under the securities laws of some states, the shares
of Common Stock may be sold in such states only through registered or
licensed brokers or dealers. In addition, in some states the shares of Common
Stock may not be sold unless such shares have been registered or qualified
for sale in such state or an exemption from registration or qualification is
available and is complied with.


 


There can be no assurance that any selling
stockholder will sell any or all of the shares of Common Stock registered
pursuant to the shelf registration statement, of which this prospectus forms a
part.


 


The selling stockholders and any other person
participating in such distribution will be subject to applicable provisions of
the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder, including, without limitation, Regulation M of the
Exchange Act, which may limit the timing of purchases and sales of any of
the shares of Common Stock by the selling stockholders and any other
participating person. Regulation M may also restrict the ability of any
person engaged in the distribution of the shares of Common Stock to engage in
market-making activities with respect to the shares of Common Stock. All of the
foregoing may affect the marketability of the shares of Common Stock and
the ability of any person or entity to engage in market-making activities with
respect to the shares of Common Stock.


 


We will pay all expenses of the registration of the
shares of Common Stock pursuant to the registration rights agreement, estimated
to be $[     ] in total, including, without
limitation, Securities and Exchange Commission filing fees and expenses of
compliance with state securities or “blue sky” laws; provided, however, that a
selling stockholder will pay all underwriting discounts and selling
commissions, if any. We will indemnify the selling stockholders against
liabilities, including some liabilities under the Securities Act, in accordance
with the registration rights agreements, or the selling stockholders will be
entitled to contribution. We may be indemnified by the selling
stockholders against civil liabilities, including liabilities under the
Securities Act, that may arise from any written information furnished to
us by the selling stockholder specifically for use in this prospectus, in
accordance with the related registration rights agreements, or we may be
entitled to contribution.


 


Once sold under the shelf registration statement, of
which this prospectus forms a part, the shares of Common Stock will be freely
tradable in the hands of persons other than our affiliates.


 


3