Exhibit 10.4
[FORM OF WARRANT]
NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION
OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED
UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID
ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED
BY THE SECURITIES.
THINK PARTNERSHIP INC.
WARRANT TO PURCHASE COMMON STOCK
Warrant No.:
Number of Shares of Common Stock:
Date of Issuance: March 20, 2006 ("Issuance Date")
Think Partnership Inc. (formerly known as CGI Holding Corporation), a Nevada
corporation (the "Company"), hereby certifies that, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
[MAGNETAR CAPITAL MASTER FUND, LTD.], [OTHER BUYERS], the registered holder
hereof or its permitted assigns (the "Holder"), is entitled, subject to the
terms set forth below, to purchase from the Company, at the Exercise Price (as
defined below) then in effect, upon surrender of this Warrant to Purchase Common
Stock (including any Warrants to Purchase Common Stock issued in exchange,
transfer or replacement hereof, the "Warrant"), at any time or times on or after
the date hereof, but not after 11:59 p.m., New York time, on the Expiration Date
(as defined below),
(1) fully paid nonassessable shares of
Common Stock (as defined below) (the "Warrant Shares"). Except as otherwise
defined herein, capitalized terms in this Warrant shall have the meanings set
forth in Section 15. This Warrant is one of the Warrants to purchase Common
Stock (the "SPA Warrants") issued pursuant to Section 1 of that certain
Securities Purchase Agreement, dated as of March 20, 2006 (the "Subscription
Date"), by and among the Company and the investors (the "Buyers") referred to
therein (the "Securities Purchase Agreement").
(1)
INSERT NUMBER OF SHARES EQUAL TO 40% OF THE
NUMBER OF CONVERSION SHARES INITIALLY ISSUABLE UPON CONVERSION OF THE PREFERRED
SHARES ISSUED TO THE HOLDER PURSUANT TO THE SECURITIES PURCHASE AGREEMENT.
1
1.
EXERCISE OF WARRANT.
(A)
MECHANICS OF EXERCISE. SUBJECT TO THE TERMS
AND CONDITIONS HEREOF (INCLUDING, WITHOUT LIMITATION, THE LIMITATIONS SET FORTH
IN SECTION 1(F)), THIS WARRANT MAY BE EXERCISED BY THE HOLDER ON ANY DAY ON OR
AFTER THE DATE HEREOF, IN WHOLE OR IN PART, BY (I) DELIVERY OF A WRITTEN NOTICE,
IN THE FORM ATTACHED HERETO AS EXHIBIT A (THE "EXERCISE NOTICE"), OF THE
HOLDER'S ELECTION TO EXERCISE THIS WARRANT AND (II) (A) PAYMENT TO THE COMPANY
OF AN AMOUNT EQUAL TO THE APPLICABLE EXERCISE PRICE MULTIPLIED BY THE NUMBER OF
WARRANT SHARES AS TO WHICH THIS