8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report:  June 30, 2006
(Date of earliest event reported)

THINK PARTNERSHIP INC.

(Exact name of registrant as specified in its charter)

Nevada	001-32442	87-0450450
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

28050 US 19 North
Suite 509
Clearwater, Florida 33761

(Address of Principal Executive Offices)

(727) 324-0046

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01               Entry into a Material Definitive Agreement

On June 30, 2006, Think Partnership Inc. (the “Company”) entered into a Securities Purchase Agreement, pursuant to which the Roberti Jacobs Family Trust (the “Trust”) and T. Benjamin Jennings, the Company’s former chairman agreed to sell to certain private investors an aggregate of 3,229,726 shares of the Company’s common stock and warrants to purchase an aggregate of 3,130,000 shares of common stock (collectively, the “Securities”). Mr. Robert T. Geras, a director of the Company was one of the private investors and purchased an aggregate of 500,000 shares of common stock and warrants. The purchase price for the shares of common stock is $1.43 per share and the purchase price for each warrant is equal to $1.43 less the exercise price of the warrant. The transaction contemplated by the Securities Purchase Agreement closed on July 3, 2006 and the investors immediately exercised the warrants and the aggregate exercise price of $371,300 was paid to the Company. The Securities were pledged to Scott P. Mitchell, the Company’s chief executive officer, as security for a loan made by Mr. Mitchell to Mr. Jennings and Mr. Gerard M. Jacobs, the Company’s former chief executive officer. The trustee of the Trust is the mother-in-law of Mr. Jacobs and the Company has been advised that Mr. Jacobs is neither a trustee nor a beneficiary of the Trust; however, his children are beneficiaries of the trust. A portion of the proceeds of the sale of the Securities was used to repay in full the loan to Mr. Mitchell. The Securities Purchase Agreement is included with this Current Report on Form 8-K as Exhibit 10.1.

In connection with the Securities Purchase Agreement, the Company also granted to the investors certain registration rights, pursuant to a definitive Registration Rights Agreement, under which the Company agreed to continue to list the Securities for registration in the Company’s Registration Statement on Form SB-2 (File No. 333-121761) and to update the Selling Shareholder table contained therein to reflect the sale of the Securities to the investors. In addition, the Company agreed to use its commercially reasonable best efforts to cause the Registration Statement to become effective within 120 days of the closing of the private sale. The Registration Rights Agreement is included with this Current Report on Form 8-K as Exhibit 10.2

Item 3.02               Unregistered Sales of Equity Securities.

As disclosed in Item 1.01 above, immediately upon closing of the private sale of Securities, the investors immediately exercised warrants to purchase an aggregate of 3,130,000 shares of common stock of the Company for an aggregate exercise price of $371,300 and the Company issued the shares to the investors. The Company relied upon exemptions contained in Section 4(2) of the Securities Act or Regulation D promulgated thereunder to issue the shares upon exercise of the warrants.

Item 5.02Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On July 3, 2006, the Company promoted George Douaire, its chief operating officer to president of its Think Consumer Services segment. Mr. Stan Antonuk was appointed to succeed Mr. Douaire as the Company’s chief operating officer. Additionally, the Company appointed Mr. John Linden, the chief executive officer of the Company’s Litmus Media subsidiary, to the position of chief technology officer for the Company.

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Prior to joining the Company, Mr. Antonuk was part of the leadership team at InterActive Corporation which launched the e-commerce site, HSN.com. In addition to overseeing technology and operations for HSN.com, Mr. Antonuk also oversaw technology for HSN’s Advanced Services business. During the seven years at InterActive, Mr. Antonuk led numerous, large-scale initiatives including major site redesign efforts and the integration of ecommerce businesses into core businesses of HSN. Mr. Antonuk was also responsible for developing a virtual supplier network allowing HSN.com to easily integrate and perform business with third party vendors and distributors. Prior to HSN.com, Mr. Antonuk spent 10 years serving in a variety of leadership positions in engineering, marketing, and technology for National Grid, an electric and gas power company in Upstate, New York.  He received a B.S. degree in Electrical and Computer Engineering from Clarkson University in Potsdam, N.Y. and an MBA from Le Moyne College in Syracuse, NY.

Mr. Linden has been Litmus Media’s chief executive officer since early 2005 where he built click fraud protected advertising distribution technologies for the performance-based advertising, search marketing, and e-retailing industries as well as developing its ValidClick search distribution network and its coupon and product comparison distribution systems. Prior to Litmus Media, Mr. Linden was the executive vice president of marketing for Positive Networks, Inc., a leader in managed VPN services. He has also served as chief technology officer for Adknowledge and Virtumundo, Inc., and co-invented several Internet marketing technologies. Mr. Linden started his Internet career in 1996 as the Founder and CEO of Planet Alumni, Inc. which was acquired by Reunion.com.

Item 9.01Financial Statements and Exhibits

(d)Exhibits

10.1Securities Purchase Agreement, dated June 30, 2006, by and among Think Partnership Inc. and the Investors and Selling Stockholders listed thereon.

10.2Registration Rights Agreement, dated June 30, 2006, by and among Think Partnership Inc. and the Investors listed thereon.

99.1Press Release, dated July 5, 2006, announcing new officers of Think Partnership Inc.

99.2Press Release, dated July 6, 2006, announcing private sale of securities.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:   July 6, 2006

THINK PARTNERSHIP INC.
By:	/s/ Scott P. Mitchell
Name:  Scott P. Mitchell
Title:    Chief Executive Officer

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EX-10.1

Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of June 30, 2006, among the selling stockholders identified on the signature page hereto (each, a “Selling Stockholder,” and collectively, the “Selling Stockholders”), Think Partnership Inc., a Nevada corporation (the “Company”), and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to exemptions from registration under the Securities Act (as defined below), the Selling Stockholders desire to offer and sell to each Investor, and each Investor, severally and not jointly, desires to purchase from the Selling Stockholders, securities owned by the Selling Stockholders, as more fully described in this Agreement.

WHEREAS, in connection with the offer and sale of the Selling Stockholders’ securities contemplated hereunder, the Company has agreed to make certain representations and warranties to the Investors and to permit the transfer of certain registration rights presently held by the Selling Stockholders as to such securities and intended to be transferred to the Investors concurrently with the sale of such securities.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company, the Selling Stockholders and the Investors agree as follows:

ARTICLE 1.
DEFINITIONS

1.1.          Definitions.   In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms shall have the meanings indicated in this Section 1.1:

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 144.

“Business Day” means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions in the State of New York or State of Illinois are authorized or required by law or other governmental action to close.

“Closing” means the closing of the purchase and sale of the Selling Stockholder Shares and Warrants pursuant to Article II.

“Closing Date” means the Business Day on which all of the conditions set forth in Sections 5.1 and 5.2 hereof are satisfied, or such other date as the parties may agree.

“Commission” means the Securities and Exchange Commission.

“Common Stock” means the common stock of the Company, par value $0.001 per share, and any securities into which such common stock may hereafter be reclassified.

“Common Stock Equivalents” means any securities of the Company or any Subsidiary which entitle the holder thereof to acquire Common Stock at any time, including without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock or other securities that entitle the holder to receive, directly or indirectly, Common Stock.

“Conversion Shares” means shares of Common Stock issuable upon exercise of the Warrants.

“Effective Date” means the date that the Registration Statement required by Section 2(a) of the Registration Rights Agreement is first declared effective by the Commission.

“Escrow Agreement” means the Escrow Agreement, dated as of June 14, 2006, among the Company, the Selling Stockholders and the Escrow Agent (as defined in the Escrow Agreement).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Illinois Courts” means the state and federal courts sitting in the City of Chicago, Illinois.

“Investment Amount” means, with respect to each Investor, the Investment Amount indicated on such Investor’s signature page to this Agreement.

“Investor Party” has the meaning set forth in Section 4.4.

“Lien” means any lien, charge, encumbrance, security interest, right of first refusal or other restrictions of any kind.

“Losses” means any loss, liability, obligation, claim, contingency, damage, cost or expense, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation related thereto.

“Material Adverse Effect” means any of (i) a material and adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material and adverse effect on the operations (including results thereof), assets, liabilities, prospects, business or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) an adverse impairment to the Company’s or a Selling Stockholders’ ability to perform on a timely basis its obligations under any Transaction Document.

“Outside Date” means July 7, 2006.

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“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Per Share Purchase Price” equals $1.43.

“Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“Registration Rights Agreement” means the Registration Rights Agreement, dated as of the date of this Agreement, among the Company and the Investors, in the form of Exhibit A hereto.

“Registration Statement” means a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering the resale by the Investors of the Selling Stockholder Shares.

“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“SEC Reports” has the meaning set forth in Section 3.1(g).

“Securities Act” means the Securities Act of 1933, as amended.

“Selling Stockholder Shares” means the shares of Common Stock being offered and sold by the Selling Stockholder to the Investors hereunder in such number as is set forth below the Selling Stockholder’s signature to this Agreement.

“Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.

“Trading Day” means (i) a day on which the Common Stock is traded on a Trading Market (other than the OTC Bulletin Board), or (ii) if the Common Stock is not listed on a Trading Market (other than the OTC Bulletin Board), a day on which the Common Stock is traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (iii) if the Common Stock is not quoted on any Trading Market, a day on which the Common Stock is quoted in the over-the-counter market as reported by the Pink Sheets, LLC (or any similar organization or agency succeeding to its functions of reporting prices); provided, that in the event that the Common Stock is not listed or quoted as set forth in (i), (ii) and (iii) hereof, then Trading Day shall mean a Business Day.

“Trading Market” means whichever of the New York Stock Exchange, the American Stock Exchange, the NASDAQ National Market, the NASDAQ Capital Market or

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OTC Bulletin Board on which the Common Stock is listed or quoted for trading on the date in question.

“Transaction Documents” means this Agreement, the Registration Rights Agreement, the Escrow Agreement and any other documents or agreements executed in connection with the transactions contemplated hereunder.

“Warrants” means warrants to purchase Common Stock held by the Selling Stockholders which shall be transferred to the Investors at the Closing and exercised into shares of Common Stock by the Investors immediately following the Closing.

ARTICLE 2.
PURCHASE AND SALE

2.1.          Purchase of Selling Stockholder Shares; Closing.

(a)           Subject to the terms and conditions set forth in this Agreement, at the Closing the Selling Stockholders shall sell to each Investor, and each Investor shall, severally and not jointly, purchase from the Selling Stockholders, the Selling Stockholder Shares and Warrants in such number as equals the quotient (rounded down to the nearest whole share) obtained by dividing (1) such Investor’s Investment Amount by (2) the Per Share Purchase Price (provided that, in the case of the Warrants, the exercise price of each such Warrant shall be credited toward the Per Share Purchase Price of such Warrant).

(b)           The Closing shall take place at the offices of Bryan Cave LLP, 1290 Avenue of the Americas, New York, NY 10104 or at such other location as the parties may agree.

(c)           The Company and the Selling Stockholders will cooperate with one another, and will cause the Selling Stockholder Shares and Conversion Shares to be re-issued to the Investors at Closing as part of a single Common Stock certificate from the Company to each Investor that will include all Selling Stockholder Shares and Conversion Shares being acquired by such Investor under this Agreement. Each Selling Stockholder will deliver all documents and such other instruments, directions and writings as may reasonably be required to timely effect the Closing as herein contemplated, including causing to be issued and delivered to the Company for redelivery to the Investors at closing the legal opinion contemplated by Section 2.2(b)(3).

2.2.          Closing Deliveries.   (a)  At the Closing, the following will occur:

(a)           Each Investor will deliver to the Company the Registration Rights Agreement, duly executed by such Investor.

(b)           The Company will cause to be issued and delivered to each Investor:

(1)  the Registration Rights Agreement, duly executed by the Company and all parties thereto;

(2)  the Escrow Agreement, duly executed by all parties thereto; and

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(3)  the legal opinions of counsel to the Company and the Selling Stockholders, each in agreed form, addressed to the Investors.

(c)           Each Investor shall deliver or cause to be delivered (for further redistribution to the Selling Stockholders to reflect the particular Selling Stockholder Shares and Warrants being hereby offered and sold consistent with Section 2.1(a)) to the Escrow Agent, its Investment Amount, in United States dollars and in immediately available funds, by wire transfer to an account designated in writing by the Escrow Agent for such purpose.

(d)           Upon joint written instructions from the Company and the placement agent set forth in Schedule 3.3(f), the Escrow Agent will disburse the Investment Amount funded into Escrow by the Investors pursuant to Section 2.2(c) to pay off the amount of the Liens contemplated by Section 5.2(e).

(e)           The Company will cause to be issued and delivered to each Investor a certificate, registered in the name of such Investor, representing that number of shares of Common Stock to be issued and sold at Closing to such Investor, determined under Section 2.1(a), registered in the name of such Investor.

(f)            Upon joint written instructions from the Company and the placement agent set forth in Schedule 3.3(f), the Escrow Agent will disburse the balance of the Investment Amounts funded into Escrow by the Investors pursuant to Section 2.2(c) not used to fund payments in accordance with Section 2.2(d) as follows:

(1)  to pay any fees and amounts listed on Schedule 3.3(f) not already paid above, and

(2) to pay the Selling Stockholders for the Selling Stockholder Shares and Warrants.

ARTICLE 3.
REPRESENTATIONS AND WARRANTIES

3.1.          Representations and Warranties of the Company.   The Company hereby makes the following representations and warranties to each Investor:

(a)           Authorization; Enforcement.   The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company in connection therewith. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable

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bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.

(b)           No Conflicts.   The execution, delivery and performance of the Transaction Documents by the Company, the consummation by the Company of the transactions contemplated thereby and the sale of the Selling Stockholder Shares and Warrants hereunder do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected.

(c)           Filings, Consents and Approvals.   The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents or by reason of the sale of the Selling Stockholder Shares and Warrants hereunder, other than (i) the filing with the Commission of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, (ii) the filings required in accordance with Section 4.3 and (iii) those that have been made or obtained prior to the date of this Agreement.

(d)           Issuance of the Shares.   The Conversion Shares have been duly authorized and, when issued and paid for in accordance with Section 2.2(b)(ii), will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens. The Company has reserved from its duly authorized capital stock such shares of Common Stock. When issued, the Selling Stockholder Shares and Warrants were duly authorized and were validly issued, fully paid and nonassessable. The Selling Stockholders are the sole record owners of the Selling Stockholder Shares and Warrants to be sold hereunder. The sale of the Selling Stockholder Shares and Warrants hereunder will not, immediately or with the passage of time, obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Investors) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities, or under any other securities issued by the Company.

(e)           Certain Registration Matters.   Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(d), no registration under the Securities Act is required for the offer and sale of the Selling Stockholder Shares and Warrants and the offer of Conversion Shares by the Selling Stockholders to the Investors under the Transaction

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Documents. The Company is eligible to register its Common Stock for resale by the Investors under Form S-3 promulgated under the Securities Act.

(f)            Listing and Maintenance Requirements.   Except as specified in the SEC Reports, the Company has not, in the two years preceding the date hereof, received notice from any Trading Market to the effect that the Company is not in compliance with the listing or maintenance requirements thereof. The Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with the listing and maintenance requirements for continued listing of the Common Stock on the Trading Market on which the Common Stock is currently listed or quoted. The sale of the Selling Stockholder Shares and Warrants does not contravene the rules and regulations of the Trading Market on which the Common Stock is currently listed or quoted, and no approval of the shareholders of the Company thereunder is required for any such actions. The Selling Stockholder Shares and the Conversion Shares are listed on the Trading Market on which the Common Stock is currently listed or quoted.

(g)           SEC Reports; Financial Statements.   The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. Except as set forth on Schedule 3.1(g), as of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur, with respect to the Company or any of its subsidiaries or their respective business, assets, properties, prospects, operations (including results thereof), liabilities or condition (financial or otherwise), that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the Commission relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, other than the transaction contemplated by this Agreement.

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(h)           Disclosure.   The Company confirms that, to the Company’s knowledge (and without any obligation to inquire of any Person who is not an officer, director or employee of the Company), neither it nor any other Person acting on its behalf has provided any of the Investors, other than an Investor that is an officer or director of the Company, or their respective agents or counsel with any information that constitutes or could reasonably be expected to constitute material, nonpublic information. The Company understands and confirms that each of the Investors will rely on the foregoing representations in effecting transactions in securities of the Company. All disclosure provided to the Investors regarding the Company, its business and the transactions contemplated hereby, including the Schedules to this Agreement, furnished by or on behalf of the Company are true and correct and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each press release issued by the Company during the twelve (12) months preceding the date of this Agreement did not at the time of release contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. No event or circumstance has occurred or information exists with respect to the Company or any subsidiary or either of its or their respective business, properties, prospects, operations or financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed (assuming for this purpose that the Company’s reports filed under the Exchange Act are being incorporated into an effective registration statement filed by the Company under the Securities Act).

(i)            Equity Capitalization.   As of the date hereof and as of the Closing, the authorized capital stock of the Company consists solely of (i) 200,000,000 shares of Common Stock, of which 52,412,695 including 2,500,000 shares held in treasury are issued and 49,912,695 are outstanding and 31,798,349 are reserved for issuance pursuant to securities exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 5,000,000 shares of preferred stock, of which 26,500 are issued and outstanding.

(j)            Limitation on Investors Representations.   The Company acknowledges and agrees that no Investor has made or makes any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2.

3.2           Representations and Warranties of the Investors.   Each Investor hereby, for itself and for no other Investor, represents and warrants to the Company and the Selling Stockholders as follows:

(a)           Organization; Authority.   Such Investor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations thereunder. The execution, delivery and performance by such Investor of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate or, if such Investor is not a corporation, such partnership, limited liability company or other applicable like action, on the part of such Investor. Each of this Agreement

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and the Registration Rights Agreement has been duly executed by such Investor, and when delivered by such Investor in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Investor, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.

(b)           Investment Intent.   Such Investor is acquiring the Selling Stockholder Shares, Warrants and Conversion Shares as principal for its own account for investment purposes only and not with a view to or for distributing or reselling such Selling Stockholder Shares, Warrants and Conversion Shares or any part thereof, without prejudice, however, to such Investor’s right at all times to sell or otherwise dispose of all or any part of such securities in compliance with applicable federal and state securities laws. Subject to the immediately preceding sentence, nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Selling Stockholder Shares, Warrants and Conversion Shares for any period of time. Such Investor is acquiring the Selling Stockholder Shares, Warrants and Conversion Shares hereunder in the ordinary course of its business. Such Investor does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Selling Stockholder Shares.

(c)           Investor Status.   At the time such Investor was offered the Selling Stockholder Shares and Warrants, it was, and at the date hereof it is, an “accredited investor” as defined in Rule 501(a) under the Securities Act. Such Investor is not a registered broker-dealer under Section 15 of the Exchange Act.

(d)           General Solicitation.   Such Investor is not purchasing the Selling Stockholder Shares and Warrants as a result of any advertisement, article, notice or other communication regarding the Selling Stockholder Shares and Warrants published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

(e)           Certain Trading Activities.   Such Investor has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Investor, engaged in any transactions in the securities of the Company (including, without limitations, any Short Sales involving the Company’s securities) since the time that such Investor was first contacted by the Company or Roth Capital Partners, LLC regarding the acquisition of Selling Stockholder Shares and Warrants contemplated by this Agreement. Such Investor covenants that neither it nor any Person acting on its behalf or pursuant to any understanding with it will engage in any transactions in the securities of the Company (including Short Sales) prior to the time that the transactions contemplated by this Agreement are publicly disclosed.

(f)            Independent Investment Decision.   Such Investor has independently evaluated the merits of its decision to purchase the Selling Stockholder Shares and Warrants pursuant to the Transaction Documents, and such Investor confirms that it has not relied on the advice of any other Investor’s business and/or legal counsel in making such decision. Such Investor has not relied on the business or legal advice of Roth Capital Partners, LLC or any of its

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agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Investor in connection with the transactions contemplated by the Transaction Documents.

3.3.          Representations and Warranties of the Selling Stockholders.   Each Selling Stockholder for itself and no other Selling Stockholder hereby makes the following representations and warranties to each Investor:

(a)           Enforcement.   This Agreement has been duly executed and delivered by such Selling Stockholder and constitutes the valid and binding obligation of such Selling Stockholder, enforceable against it in accordance with its terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.

(b)           No Consents.   No consent, approval, authorization or order of, or any filing or declaration with, any court or governmental agency or body, trustee or other Person is required in connection with the consummation by such Selling Stockholder of the transactions on its part contemplated by the Transaction Documents, except (i) filings as may be required under Sections 13(d) and 16(a) of the Exchange Act, and (ii) those that have been made or obtained prior to the date of this Agreement.

(c)           No Conflicts.   The execution, delivery and performance by such Selling Stockholder of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby do not and will not result in a breach or violation of, or constitute a default under (with or without notice or lapse of time), any stockholders agreement, voting trust agreement, trust or other fiduciary agreement, pledge agreement, registration rights agreement or other agreement or instrument to which such Selling Stockholder or any of its properties are bound or affected, and will not violate or conflict with any judgment, decree or order of any court or other governmental agency or any law, rule or regulation applicable to such Selling Stockholder.

(d)           Certain Registration Matters.   Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(d), no registration under the Securities Act is required for the offer and sale of the Selling Stockholder Shares and Warrants by the Selling Stockholders to the Investors under the Transaction Documents.

(e)           Good and Marketable Title.   Except as set forth on Schedule 3.3(e), such Selling Stockholder is the sole lawful record and sole beneficial owner of all of the Selling Stockholder Shares and Warrants to be sold by it hereunder. Such Selling Stockholder has good and marketable title to the Selling Stockholder Shares and Warrants to be sold by it hereunder, free and clear of any Liens, except for restrictions on subsequent transfer imposed by the securities laws. Upon consummation of the Closing, the Investors will have good and marketable title to the Selling Stockholder Shares and Warrants purchased by them, free and clear of all Liens other than any Liens created by or through such Investor.

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(f)            Certain Fees.   Except as described in Schedule 3.3(f), no brokerage or finder’s fees or commissions are or will be payable by the Selling Stockholders to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by this Agreement. The Investors shall have no obligation with respect to any fees or with respect to any claims (other than such fees or commissions owed by an Investor pursuant to written agreements executed by such Investor which fees or commissions shall be the sole responsibility of such Investor) made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by this Agreement.

(g)           No Other Selling Stockholder Shares.   Except as set forth on Schedule 3.3(g), such Selling Stockholder does not beneficially own any securities of the Company, including, without limitation, any Common Stock Equivalents, other than the Selling Stockholder Shares being offered and sold by it hereunder.

(h)           No Additional Agreements.   Such Selling Stockholder does not have any agreement or understanding with any Investor or with the Company with respect to the transactions contemplated by the Transaction Documents other than as specified in the Transaction Documents.

(i)            Non-Public Information.   Such Selling Stockholder does not possess any material, non-public information concerning the Company.

(j)            Certain Deliveries.   Such Selling Stockholder has (i) delivered to the Company all of the Selling Stockholder Shares and Warrants subject to this Agreement of which it will be selling hereunder, together with such other documents as may be required to effect the transfer and reissuance of such securities to the Investors at the Closing, including stock powers executed in blank, exercise notices and directions for the Company to effect the transfer of such securities on its books as of the Closing and (ii) instructed the Company to hold the Selling Stockholder Shares and reissue the same at Closing to the Investors in accordance with Section 2.2.

(k)           Limitation on Investors Representations.   Such Selling Stockholder acknowledges and agrees that no Investor has made or makes any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2.

ARTICLE 4.
OTHER AGREEMENTS OF THE PARTIES

4.1   (a)   Selling Stockholder Shares and Conversion Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Selling Stockholder Shares other than pursuant to an effective registration statement or Rule 144, to the Company, to an Affiliate of an Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require

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registration of such transferred Selling Stockholder Shares and Conversion Shares under the Securities Act.

(b)           Certificates evidencing the Selling Stockholder Shares and Conversion Shares will contain the following legend, until such time as they are not required under Section 4.1(c):

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (2) RULE 144 PROMULGATED UNDER THE SECURITIES ACT OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

The Company acknowledges and agrees that an Investor may from time to time pledge, and/or grant a security interest in some or all of the Selling Stockholder Shares and Conversion Shares pursuant to a bona fide margin agreement in connection with a bona fide margin account and, if required under the terms of such agreement or account, such Investor may transfer pledged or secured Selling Stockholder Shares and Conversion Shares to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion may be required in connection with a subsequent transfer following default by the Investor transferee of the pledge. No notice shall be required of such pledge. At the appropriate Investor’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Selling Stockholder Shares and Conversion Shares may reasonably request in connection with a pledge or transfer of the Selling Stockholder Shares and Conversion Shares including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders thereunder.

(c)           Certificates evidencing Selling Stockholder Shares and Conversion Shares shall not contain any legend (including the legend set forth in Section 4.1(b)): (i) while a

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registration statement (including a Registration Statement) covering the resale of such security is effective under the Securities Act, or (ii) following a sale or transfer of such Selling Stockholder Shares and Conversion Shares pursuant to Rule 144 (assuming the transferee is not an Affiliate of the Company), or (iii) while such Selling Stockholder Shares and Conversion Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the Staff of the Commission) and such lack of requirement is confirmed by a legal opinion satisfactory to the Company. If, upon written request, the Company shall fail for any reason or for no reason to issue to the holder of Selling Stockholder Shares or Conversion Shares, within three (3) Trading Days after the occurrence of any of (i) through (iv) of the immediately preceding sentence, a certificate representing such Selling Stockholder Shares and Conversion Shares that is free from all restrictive or other legends, and if on or after such third Trading Day such holder, or any third party on behalf of such holder, purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Selling Stockholder Shares and Conversion Shares (a “Buy-In”), then the Company shall, within three (3) Business Days after the holder’s request and in the holder’s discretion, either (1) pay in cash to the holder (for costs incurred either directly by such holder or on behalf of a third party) an amount equal to the holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), or (2) promptly honor its obligation to deliver to the holder such unlegended shares of Common Stock as provided above and pay cash to the holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock and (B) the closing bid price of the Common Stock on the date of exercise.

4.2.          Furnishing of Information.   As long as any Investor owns any Selling Stockholder Shares and Conversion Shares, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act. As long as any Investor owns any Selling Stockholder Shares or Conversion Shares, if the Company is not required to file reports pursuant to such laws, it will prepare and furnish to the Investors and make publicly available in accordance with Rule 144(c) such information as is required for the Investors to sell the Selling Stockholder Shares and Conversion Shares under Rule 144. The Company further covenants that it will take such further action as any holder of any Selling Stockholder Shares or Conversion Shares may reasonably request, all to the extent required from time to time to enable such Person to sell the Selling Stockholder Shares and Conversion Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144.

4.3.          Securities Laws Disclosure; Publicity.   By 9:00 a.m. (New York time) on the Trading Day following the execution of this Agreement, and by 9:00 a.m. (New York time) on the Trading Day following the Closing Date, the Company shall issue press releases disclosing the transactions contemplated hereby (including the material terms hereof) and the Closing. On the Trading Day following the execution of this Agreement the Company will file a Current Report on Form 8-K disclosing the material terms of the Transaction Documents (and attach as exhibits thereto the Transaction Documents), and on the Trading Day following the Closing Date the Company will file an additional Current Report on Form 8-K to disclose the Closing. In addition, the Company will make such other filings and notices in the manner and time required by the Commission and the Trading Market on which the Common Stock is listed.

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Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Investor, or include the name of any Investor in any filing with the Commission (other than the Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic filing requirements under the Exchange Act) or any regulatory agency or Trading Market, without the prior written consent of such Investor, except to the extent such disclosure is required by law or Trading Market regulations. From and after the filing of such 8-K, no Investor, other than an Investor which is an officer or director of the Company, shall be in possession of any material, non-public information regarding the Company that is not disclosed in such 8-K.

4.4.          Indemnification of Investors.   In addition to the indemnity provided in the Registration Rights Agreement, the Company and each Selling Stockholder hereby agree to the following indemnification of the Investors:

(a)           The Company will indemnify and hold the Investors and their respective directors, officers, shareholders, partners, employees and agents (each, an “Investor Party”) harmless from any and all Losses that any such Investor Party may suffer or incur as a result of or relating to any misrepresentation, breach or inaccuracy of any representation, warranty, covenant or agreement made by the Company in any Transaction Document. In addition to the indemnity contained herein, the Company will reimburse each Investor Party for its reasonable legal and other expenses (including the cost of any investigation, preparation and travel in connection therewith) incurred in connection therewith, as such expenses are incurred.

(b)           Each Selling Stockholder will severally and jointly indemnify and hold each of the Company and each Investor Party harmless from any and all Losses that the Company or any such Investor Party may suffer or incur as a result of or relating to any misrepresentation, breach or inaccuracy of any representation, warranty, covenant or agreement made by such Selling Stockholder in any Transaction Document. In addition, such Selling Stockholder will severally and jointly reimburse each of the Company and each Investor Party for its reasonable legal and other expenses (including the cost of any investigation, preparation and travel in connection therewith) incurred in connection therewith, as such expenses are incurred.

(c)           Except as otherwise set forth herein, the mechanics and procedures with respect to the rights and obligations under this Section 4.7 shall be the same as those set forth in Section 5 of the Registration Rights Agreement.

4.5   Non-Public Information.   Each of the Company and the Selling Stockholders covenant and agree that neither they nor any other Person acting on their behalf will provide any Investor, other than an Investor which is an officer or director of the Company, or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Investor shall have executed a written agreement regarding the confidentiality and use of such information. Each of the Company and the Selling Stockholders understand and confirm that each Investor shall be relying on the foregoing representations in effecting transactions in securities of the Company. In the event of a breach by the Company or any Selling Stockholder of the covenant contained in the first sentence of this Section 4.5, in addition to any other remedy provided herein or in the other Transaction

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Documents, each Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company, any Selling Stockholder, or any of its or their respective officers, directors, employees or agents. No Investor shall have any liability to the Company, any Selling Stockholder, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure.

4.6           Listing of Selling Stockholder Shares.   The Company agrees, (i) if the Company applies to have the Common Stock traded on any other Trading Market, it will include in such application the Selling Stockholder Shares and Conversion Shares, and will take such other action as is necessary or desirable to cause such Selling Stockholder Shares and Conversion Shares to be listed on such other Trading Market as promptly as possible, and (ii) it will take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market.

ARTICLE 5.
CONDITIONS PRECEDENT TO CLOSING

5.1           Conditions Precedent to the Obligations of the Investors to Purchase Selling Stockholder Shares and Warrants.   The obligation of each Investor to acquire Selling Stockholder Shares and Warrants at the Closing is subject to the satisfaction or waiver by such Investor, at or before the Closing, of each of the following conditions:

(a)           Representations and Warranties.   Each of the representations and warranties of the Company and the Selling Stockholders contained herein shall be true and correct in all respects as of the date when made and in all material respects as of the Closing as though made on and as of such date;

(b)           Performance.   Each of the Company and the Selling Stockholders shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by them at or prior to the Closing;

(c)           No Injunction.   No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents;

(d)           Adverse Changes.   Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably could have or result in a Material Adverse Effect;

(e)           No Suspensions of Trading in Common Stock; Listing.   Trading in the Common Stock shall not have been suspended by the Commission or any Trading Market (except for any suspensions of trading of not more than one Trading Day solely to permit dissemination of material information regarding the Company) at any time since the date of

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execution of this Agreement, and the Common Stock shall have been at all times since such date listed for trading on a Trading Market;

(f)            Termination.   This Agreement shall not have been terminated as to such Investor in accordance with Section 6.5; and

(g)           Liens.   Any lienholder on the Selling Stockholder Shares and Warrants shall have furnished the applicable Selling Stockholder to hold in escrow pending the Closing with executed releases of all Liens held by such lienholder regarding the Selling Stockholder Shares and Warrants subject thereto, copies of which shall have been provided to the Investors, together with all other documentation reasonably requested by the Investors to cause the release of such Liens at Closing.

5.2.          Conditions Precedent to the Obligations of the Company and the Selling Stockholders to Sell Selling Stockholder Shares and Warrants.   The obligation of the Company and each Selling Stockholder to sell Selling Stockholder Shares and Warrants at the Closing is subject to the satisfaction or waiver by the Company or the appropriate Selling Stockholder (as the case may be), at or before the Closing, of each of the following conditions:

(a)           Representations and Warranties.   The representations and warranties of each Investor contained herein shall be true and correct in all respects as of the date when made and in all material respects as of the Closing Date as though made on and as of such date;

(b)           Performance.   Each Investor shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by such Investor at or prior to the Closing;

(c)           No Injunction.   No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents;

(d)           Termination.   This Agreement shall not have been terminated as to such Investor in accordance with Section 6.5; and

(e)           Liens.   Any lienholder on the Selling Stockholder Shares and Warrants shall have furnished the applicable Selling Stockholder to hold in escrow pending the Closing with executed releases of all Liens held by such lienholder regarding the Selling Stockholder Shares and Warrants subject thereto, together with all other documentation reasonably requested by the Selling Stockholders to cause the release of such Liens at Closing.

ARTICLE 6.
MISCELLANEOUS

6.1.          Fees and Expenses.   Each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of the Transaction

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Documents. The Company shall pay all stamp and other taxes and duties levied in connection with (a) the issuance or transfer of the shares of Common Stock or Warrants to the Investors at Closing or (b) the issuance of the Conversion Shares upon exercise of the Warrants.

6.2.          Entire Agreement.   The Transaction Documents, together with the Exhibits and Schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, discussions and representations, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

6.3.          Notices.   Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via facsimile (provided the sender receives a machine-generated confirmation of successful transmission) at the facsimile number specified in this Section prior to 6:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified in this Section on a day that is not a Trading Day or later than 6:30 p.m. (New York City time) on any Trading Day, (c) the Trading Day following the date of mailing (provided next day delivery is specified), if sent by U.S. nationally recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as follows:

If to the Company:	Think Partnership Inc. 28050 US 19 North, Suite 509 Clearwater, Florida 33761
	Facsimile:	[         ]
	Attention:	President
With a copy to:	Shefsky & Froelich Ltd 111 East Wacker Drive, Suite 2800 Chicago, Illinois 60601
	Facsimile:	(312) 527-5921
	Attention:	Michael J. Choate, Esq.
If to a Selling Stockholder:	To the address set forth on its signature page hereof;
If to an Investor:	To the address set forth under such Investor’s name on the signature pages hereof;

or such other address as may be designated in writing hereafter, in the same manner, by such Person.

6.4.          Amendments; Waivers; No Additional Consideration.   No provision of this Agreement may be waived or amended except in a written instrument signed by the Company and the Investors and, prior to Closing, the Selling Stockholders. In addition, Sections 3.3, 4.5(b) and Article VI may not be waived or amended except in a written instrument signed by the

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Investors, the Company and the Selling Stockholder. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Investor to amend or consent to a waiver or modification of any provision of any Transaction Document unless the same consideration is also offered to all Investors who then hold Selling Stockholder Shares and Conversion Shares.

6.5.          Termination.   This Agreement may be terminated prior to Closing:

(a)           by written agreement of the Investors, the Company and the Selling Stockholders; and

(b)           by an Investor (as to itself but no other Investor) upon written notice to the Selling Stockholders and the Company, if the Closing shall not have taken place by 6:30 p.m. Eastern time on the Outside Date; provided, that the right to terminate this Agreement under this Section 6.5(b) shall not be available to any Person whose failure to comply with its obligations under this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such time. Upon a termination in accordance with this Section 6.5, the terminating Investor(s), as applicable, shall not have any further obligation or liability (including as arising from such termination) to any other party and no Investor will have any liability to any other Investor under the Transaction Documents as a result therefrom. No termination hereunder will affect the right of any party to sue for any breach by the other party (or parties) hereunder.

6.6.          Construction.   The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. 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. This Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement or any of the Transaction Documents.

6.7.          Successors and Assigns.   This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. Neither the Company nor any Selling Stockholder may assign this Agreement or any rights or obligations hereunder without the prior written consent of the Investors. Any Investor may assign any or all of its rights under this Agreement to any Person to whom such Investor assigns or transfers any Selling Stockholder Shares and Conversion Shares, provided such transferee agrees in writing to be bound, with respect to the transferred Selling Stockholder Shares and Conversion Shares, by the provisions hereof that apply to the “Investors.”

6.8.          No Third-Party Beneficiaries.   This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in Section 4.4 (as to each Investor Party).

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6.9   Governing Law.   All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Illinois, without regard to the principles of conflicts of law thereof. Each of the Company, the Investors and the Selling Stockholders agrees that all Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective Affiliates, employees or agents) shall be commenced exclusively in the Illinois Courts. Each of the Company, the Investors and the Selling Stockholders hereby irrevocably submits to the exclusive jurisdiction of the Illinois Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of the any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any such Illinois Court, or that such Proceeding has been commenced in an improper or inconvenient forum. Each of the Company, the Investors and the Selling Stockholders hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for 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. Each of the Company, the Investors and the Selling Stockholders hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If any party shall commence a Proceeding to enforce any provisions of a Transaction Document, then the prevailing party in such Proceeding shall be jointly and severally reimbursed by the adverse party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Proceeding.

6.10         Survival.   The representations, warranties, agreements and covenants contained herein shall survive the Closing and the delivery of the Selling Stockholder Shares and Conversion Shares.

6.11.        Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature page were an original thereof.

6.12.        Severability.   If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Agreement.

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6.13.        Rescission and Withdrawal Right.   Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents, whenever any Investor exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then such Investor may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.

6.14.        Remedies.   In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Investors, the Company and Selling Stockholders will be entitled to specific performance (without posting a bond or other security) under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence and hereby agrees to waive in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

6.15.        Independent Nature of Investors’ Obligations and Rights.   The obligations of each Investor under any Transaction Document are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document. The decision of each Investor to purchase Selling Stockholder Shares and Warrants pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Nothing contained herein or in any Transaction Document, and no action taken by any Investor pursuant thereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of group or 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 by the Transaction Documents. Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with making its investment hereunder and that no Investor will be acting as agent of such Investor in connection with monitoring its investment in the Selling Stockholder Shares and Warrants or enforcing its rights under the Transaction Documents. Each Investor shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. Each of the Company and each Selling Stockholder acknowledges that each of the Investors has been provided with the same Transaction Documents for the convenience of the Company and the Selling Stockholders for the purpose of closing a transaction with multiple Investors and not because it was required or requested to do so by any Investor.

6.16.        Limitation of Liability.   Notwithstanding anything herein to the contrary, each of the Company and each Selling Stockholder acknowledges and agrees that the liability of an Investor arising directly or indirectly, under any Transaction Document of any and every nature whatsoever shall be satisfied solely out of the assets of such Investor, and that no trustee, officer, other investment vehicle or any other Affiliate of such Investor or any investor, shareholder or holder of shares of beneficial interest of such a Investor shall be personally liable for any liabilities of such Investor.

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SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

THINK PARTNERSHIP INC.

By:______________________________
Name:                                                                                                                                                                   ;                                                                                                                    
Title:

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SIGNATURE PAGES FOR SELLING STOCKHOLDERS FOLLOW]

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IN WITNESS WHEREOF, the parties have executed this Securities Purchase Agreement as of the date first written above.

NAME OF SELLING STOCKHOLDER

Name:

Tax ID No.:

NUMBER OF SELLING STOCKHOLDER SHARES

COMMON STOCK:

WARRANTS:

ADDRESS FOR NOTICE

c/o:

Street:

City/State/Zip:

Attention:

Tel:

Fax:

Email:

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SIGNATURE PAGES FOR INVESTORS FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

NAME OF INVESTOR
By:
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EX-10.2

Exhibit 10.2

EXHIBIT A

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 30, 2006, by and among Think Partnership Inc., a Nevada corporation (the “Company”), the selling stockholders identified in the signature pages hereto (each, a “Selling Stockholder” and collectively, the “Selling Stockholders”) and the investors signatory hereto (each a “Investor” and collectively, the “Investors”).

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof among the Company, Selling Stockholders and the Investors (the “Purchase Agreement”).

The Company, Selling Stockholders and the Investors hereby agree as follows:

1.             Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement will have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms have the respective meanings set forth in this Section 1:

“Advice” has the meaning set forth in Section 6(d).

“Conversion Shares” means shares of Common Stock issuable upon exercise of the Warrants.

“Effective Date” means, as to a Registration Statement, the date on which such Registration Statement is first declared effective by the Commission.

“Effectiveness Date” means with respect to the Registration Statement required to be filed under Section 2(a), the earlier of: (a)(i) the 90th calendar day following the Closing Date; provided, that, if the Commission reviews and has written comments to the filed Registration Statement that would require the filing of a pre-effective amendment thereto with the Commission, then the Effectiveness Date under this clause (a)(i) shall be the 120th calendar day following the Closing Date, and (ii) the fifth Trading Day following the date on which the Company is notified by the Commission that the initial Registration Statement will not be reviewed or is no longer subject to further review and comments.

“Effectiveness Period” has the meaning set forth in Section 2(a).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Filing Date” means with respect to the Registration Statement required to be filed under Section 2(a), the earlier of:  (A) the later of (i) the 30th calendar day following the

Closing Date and (ii) the 20th calendar day following the receipt by the Company of any comments to the Company’s existing registration statement on Form SB-2 (File No. 333-121761) (the “Existing Registration Statement”) from the Commission (following the date of this Agreement) and (B) the 60th calendar day following the Closing Date.

“Holder” or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.

“Illinois Courts” means the state and federal courts sitting in the City of Chicago, Illinois.

“Indemnified Party” has the meaning set forth in Section 5(c).

“Indemnifying Party” has the meaning set forth in Section 5(c).

“Losses” has the meaning set forth in Section 5(a).

“Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“Prospectus” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“Registrable Securities” means: (i) the Selling Stockholder Shares, (ii) the Conversion Shares and (iii) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event, or any conversion price adjustment with respect to any of the securities referenced in (i) or (ii) above.

“Registration Statement” means the registration statement required to be filed in accordance with Section 2(a), including (in each case) the Prospectus, amendments and supplements to such registration statements or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference therein. If the Company is permitted to add the Registrable Securities to the Existing Registration Statement, then such Existing Registration Statement shall be included within the definition of “Registration Statement” contained herein.

“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

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“Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“Securities Act” means the Securities Act of 1933, as amended.

“Selling Stockholder Shares” means the shares of Common Stock being offered and sold by the Selling Stockholders to the Investors pursuant to the Purchase Agreement.

2.             Registration.

(a)           On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-3 (or on such other form appropriate for such purpose). Such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall cause such Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than the Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is the earliest of (i) five years after its Effective Date, (ii) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holders, or (iii) such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holders pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”); provided, that, during the Effectiveness Period, the Registration Statement may cease to be effective for no more than 60 Trading Days (not more than 15 Trading Days of which shall be consecutive) during any 365 calendar day period. By 9:30 a.m. (New York City time) on the Trading Day immediately following the Effective Date, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule).

(b)           Each Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Agreement as Annex B (a “Selling Holder Questionnaire”). The Company shall not be required to include the Registrable Securities of a Holder in a Registration Statement who fails to furnish to the Company a fully completed Selling Holder Questionnaire at least two Trading Days prior to the Filing Date thereof (subject to the requirements set forth in Section 3(a)).

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3.             Registration Procedures.

In connection with the Company’s registration obligations hereunder, the Company shall:

(a)           Not less than four Trading Days prior to the filing of a Registration Statement or any related Prospectus or any amendment or supplement thereto, the Company shall furnish to each Holder copies of each such document, as proposed to be filed, which documents will be subject to the review and comment of such Holder. The Company shall not file a Registration Statement, any Prospectus or any amendments or supplements thereto in a form to which a Holder or its legal counsel reasonably objects.

(b)           (i)  Prepare and file with the Commission such amendments, including post-effective amendments, to each Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously effective as to the applicable Registrable Securities for its Effectiveness Period and prepare and file with the Commission such additional Registration Statements as may be necessary in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 by 9:30 a.m. on the next Trading Day; (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to each Registration Statement or any amendment thereto and, as promptly as reasonably possible provide the Holders true and complete copies of all correspondence from and to the Commission relating to such Registration Statement that would not result in the disclosure to the Holders of material and non-public information concerning the Company; and (iv) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the Registration Statements and the disposition of all Registrable Securities covered by each Registration Statement.

(c)           Notify the Holders as promptly as reasonably possible (and, in the case of (i)(A) below, not less than three Trading Days prior to such filing and, in the case of (v) below, not less than three Trading Days prior to the financial statements in any Registration Statement becoming ineligible for inclusion therein) (or, in the case of (i)(C) below, immediately) and (if requested by any such Person) confirm such notice in writing no later than one Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed; (B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration Statement (the Company shall provide true and complete copies thereof and all written responses thereto to each of the Holders that pertain to the Holders as a Selling Stockholder or to the Plan of Distribution, but not information which the Company believes would constitute material and non-public information); and (C) with respect to each Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the Commission or any other Federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by

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the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; and (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that, in the case of such Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(d)           Use its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.

(e)           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 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.

(f)            Furnish to each Holder, without charge, at least one conformed copy of each Registration Statement and each amendment thereto and all exhibits to the extent requested by such Person (including those previously furnished) promptly after the filing of such documents with the Commission, unless such documents are available on the Commission’s website.

(g)           Promptly deliver to each Holder, without charge, as many copies of each Prospectus or Prospectuses (including each form of prospectus) and each amendment or supplement thereto as such Persons may reasonably request. The Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.

(h)           Prior to any public offering of Registrable Securities, register or qualify such Registrable Securities for offer and sale under the securities or Blue Sky laws of all jurisdictions within the United States, to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts

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or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statements.

(i)            Cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to the Registration Statements, which certificates shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holders may request.

(j)            Upon the occurrence of any event contemplated by Section 3(c)(v), as promptly as reasonably possible, prepare a supplement or amendment, including a post-effective amendment, to the affected Registration Statements or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, no Registration Statement nor any Prospectus will contain an 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 light of the circumstances under which they were made, not misleading.

4.             Registration Expenses.   All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (B) in compliance with applicable state securities or Blue Sky laws), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder.

5.             Indemnification.

(a)           Indemnification by the Company.   The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, investment advisors, partners, members and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred,

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arising out of or relating to any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that (1) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of an Advice or an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.

(b)           Indemnification by Holders.   Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising solely out of or based solely upon: (x) such Holder’s failure to comply with the applicable prospectus delivery requirements of the Securities Act or (y) any untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading to the extent, but only to the extent that, (1) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or  defective and prior to the receipt by such Holder of an Advice or an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder hereunder be greater in

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amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

(c)           Conduct of Indemnification Proceedings.   If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have proximately and materially adversely prejudiced the Indemnifying Party.

An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless:  (1) the Indemnifying Party has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, or at anytime thereafter shall have failed to diligently defend such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld, conditioned or delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement imposes no obligations on the Indemnified Party other than the payment of monetary damages (which damages shall be paid solely by the Indemnifying Party) and includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

All fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within ten Trading Days of written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder; provided, that the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder).

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(d)           Contribution.   If a claim for indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party (by reason of public policy or otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in Section 5(b) and (c), any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d), no Holder shall be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

6.             Miscellaneous.

(a)           Remedies.   In the event of a breach by the Company or by a Holder, of any of their obligations under this Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company and each Holder agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate.

(b)           No Piggyback on Registrations.   Neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in a Registration Statement other than (i) the Registrable Securities and (ii) in the case of the Existing Registration Statement, the securities listed in the column titled “Shares

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Being Offered” under the heading “Selling Shareholders” in Amendment No. 4 to the Existing Registration Statement, as filed on June 13, 2006; and the Company shall not during the Effectiveness Period enter into any agreement providing any such right to any of its security holders.

(c)           Compliance.   Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the Registration Statement.

(d)           Discontinued Disposition.   Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(c), such Holder will forthwith discontinue disposition of such Registrable Securities under the Registration Statement until such Holder’s receipt of the copies of the supplemented Prospectus and/or amended Registration Statement or until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. The Company may provide appropriate stop orders to enforce the provisions of this paragraph.

(e)           Piggy-Back Registrations.   If at any time during the Effectiveness Period  there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to each Holder written notice of such determination and, if within fifteen calendar days after receipt of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such holder requests to be registered, subject to customary underwriter cutbacks applicable to all holders of registration rights; provided that the Registrable Securities shall have priority over all other equity securities proposed to be offered for sale in such registration statement.

(f)            Amendments and Waivers. The provisions of this Agreement, including the provisions of this Section 7(f), may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the Company and the Holders.

(g)           Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via facsimile (provided the sender receives a machine-generated confirmation of successful transmission) at the facsimile number specified in this Section prior to 6:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified in this

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Section on a day that is not a Trading Day or later than 6:30 p.m. (New York City time) on any Trading Day, (c) the Trading Day following the date of mailing (provided that next day delivery is specified), if sent by U.S. nationally recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as follows:

If to the Company:	Think Partnership Inc.
	28050 US 19 North, Suite 509
	Clearwater, Florida 33761
	Facsimile:     [          ]
	Attention:     President
With a copy to:	Shefsky & Froelich Ltd.
	111 East Wacker Drive, Suite 2800
	Chicago, Illinois 60601
	Facsimile:      (312) 527-5921
	Attention:       Michael J. Choate, Esq.
If to a Selling Stockholder:	To the address set forth on its signature page hereof;
If to a Investor:	To the address set forth under such Investor’s name on the signature pages hereto.
If to any other Person who is then the registered Holder:
	To the address of such Holder as it appears in the stock transfer books of the Company

or such other address as may be designated in writing hereafter, in the same manner, by such Person.

(h)           Successors and Assigns.   This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall inure to the benefit of each Holder. The Company may not assign its rights or obligations hereunder without the prior written consent of each Holder. Each Holder may assign their respective rights hereunder in the manner and to the Persons as permitted under the Purchase Agreement.

(i)            Execution and Counterparts.   This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the original thereof.

(j)            Governing Law.   All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Illinois, without regard to the principles of conflicts of law thereof. Each party agrees that all Proceedings concerning the

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interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliates, employees or agents) will be commenced in the Illinois Courts. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Illinois Courts 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 Proceeding, any claim that it is not personally subject to the jurisdiction of any Illinois Court, or that such Proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for 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. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Without limiting Section 5 hereof or any provision of the Purchase Agreement, if either party shall commence a Proceeding to enforce any provisions of this Agreement, then the prevailing party in such Proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Proceeding.

(k)           Cumulative Remedies.   The remedies provided herein are cumulative and not exclusive of any remedies provided by law.

(l)            Severability.   If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

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

(n)           Independent Nature of Investors’ Obligations and Rights.   The obligations of each Investor under this Agreement are several and not joint with the obligations of each other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under this Agreement. Nothing contained herein or in any Transaction Document, and no action taken by any Investor pursuant thereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of group or 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 by this Agreement or any other Transaction Document. Each Investor acknowledges that no other Investor will be acting as agent of such Investor in enforcing its rights under this Agreement. Each Investor shall be

12

entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Investor to be joined as an additional party in any Proceeding for such purpose. The Company acknowledges that each of the Investors has been provided with the same Registration Rights Agreement for the convenience of the Company for the purpose of closing a transaction with multiple Investors and not because it was required or requested to do so by any Investor.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGES TO FOLLOW]

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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

THINK PARTNERSHIP INC.
By:
	Name:
	Title:

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGES OF SELLING STOCKHOLDERS

AND INVESTORS TO FOLLOW]

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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

NAME OF SELLING STOCKHOLDER

________________________________________________

Name:

Tax ID No.: ______________________________________

ADDRESS FOR NOTICE

c/o:  ____________________________________________

Street:  __________________________________________

City/State/Zip:  ___________________________________

Attention:  _______________________________________

Tel: ____________________________________________

Fax: ____________________________________________

Email: __________________________________________

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGES FOR INVESTORS FOLLOW]

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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

NAME OF INVESTING ENTITY

________________________________________________

By: ____________________________________________

       Name:
       Title:

ADDRESS FOR NOTICE

c/o:  ____________________________________________

Street:  __________________________________________

City/State/Zip:  ___________________________________

Attention:  _______________________________________

Tel: ____________________________________________

Fax: ____________________________________________

Email: __________________________________________

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Annex A

PLAN OF DISTRIBUTION

Resales by selling shareholders

We are registering the resale of the shares on behalf of the selling shareholders. The selling shareholders may offer and resell the shares from time to time, either in increments or in a single transaction. They may also decide not to sell all the shares they are allowed to resell under this prospectus. The selling shareholders will act independently of us in making decisions with respect to the timing, manner, and size of each sale.

Donees and pledgees

The term “selling shareholders” includes persons who receive shares from a selling shareholder after the date of this prospectus by gift. The term also includes persons who, upon contractual default by a selling shareholder, may seize shares which the selling shareholder pledged to such person. If a selling shareholder notifies us that a donee or pledgee intends to sell more than 500 shares, we will file a supplement to this prospectus.

Costs and commissions

We will pay all costs, expenses, and fees in connection with the registration of the shares. The selling shareholders will pay all brokerage commissions and similar selling expenses, if any, attributable to the sale of shares. These discounts, concessions or commissions as to a particular broker, dealer, underwriter or agent might be greater or less than those customary in this type of transaction.

Underwriters

The selling shareholders and any brokers, dealers or other agents that participate in the distribution may be deemed to be “underwriters” within the meaning of the Securities Act, and any discounts, commissions or concessions received by the selling shareholders and any brokers, dealers or other agents might be deemed to be underwriting discounts and commissions under the Securities Act. Neither we nor any selling shareholder can presently estimate the amount of any compensation. We know of no existing arrangements between any selling shareholder and any other selling shareholder, broker, dealer or other agent relating to the sale or distribution of the shares.

Types of sale transactions

The selling shareholders may sell the shares in one or more of the following types of transactions (which may include block transactions):

·in the over-the-counter market;

·in negotiated transactions;

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·through put or call option transactions;

·through short sales;

·any combination of such methods of sale; or

·any other method permitted pursuant to applicable law.

The shares may be sold at market prices prevailing at the time of sale or at negotiated prices. These transactions may or may not involve brokers or dealers. The selling shareholders have informed us that they have not entered into any agreements, understandings, or arrangements with any underwriters or broker-dealers regarding sale of the shares. They have also informed us that no one is acting as underwriter or coordinating broker in connection with the proposed sale of shares.

The selling stockholders may pledge or grant a security interest in some or all of the 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.

Prospectus delivery requirements

Because they may be deemed underwriters, the selling shareholders may be required to deliver this prospectus and any supplements to this prospectus in the manner required by the Securities Act. Under applicable rules and regulations under the Securities Exchange Act of 1934, as amended, any person engaged in the distribution of any of the shares may not simultaneously engage in market activities with respect to our common stock for the applicable period under Regulation M, to the extent applicable, prior to commencing the distribution. In addition, and without limiting the foregoing, the selling shareholders will be subject to the applicable provisions of the Exchange Act and the rules and regulations thereunder, including without limitation Rules 10b-5 and, to the extent applicable, Regulation M, which may limit the timing of purchases and sales of any of the shares by the selling shareholders. All of the foregoing may affect the marketability of the shares offered hereby.

State requirements

Some states require that any shares sold in that state only be sold through registered or licensed brokers or dealers. In addition, some states require that the shares have been registered or qualified for sale in that state, or that an exemption from the registration or qualification requirement exist and that the registrant has complied with the exemption.

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Sales under Rule 144

Selling shareholders may also resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act. To do so, they must meet the criteria and conform to the requirements of Rule 144.

Distribution arrangements with broker-dealers

If a selling shareholder notifies us that any material arrangement has been entered into with a broker-dealer for the sale of shares through:

·a block trade;

·special offering;

·exchange distribution or secondary distribution; or

·a purchase by a broker or dealer,

We will then file, if required, a supplement to this prospectus under Rule 424(b) under the Securities Act. The supplement will disclose:

·the name of each such selling shareholder and of the participating broker-dealer(s);

·the number of shares involved;

·the price at which such shares were sold;

·the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable;

·that such broker-dealer(s) did not conduct any investigation to verify the information in this prospectus; and

·any other facts material to the transaction.

The SEC may deem the selling shareholders and any underwriters, broker-dealers or agents that participate in the distribution of the shares of common stock to be “underwriters” within the meaning of the Securities Act. The SEC may deem any profits on the resale of the shares of common stock and any compensation received by any underwriter, broker-dealer or agent to be underwriting discounts and commissions under the Securities Act. Each selling shareholder has purchased the shares of common stock in the ordinary course of its business, and at the time the selling shareholder purchased the shares of common stock, it was not a party to any agreement or other understanding to distribute the securities, directly or indirectly.

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Annex B

THINK PARTNERSHIP INC.

Selling Securityholder Notice and Questionnaire

The undersigned beneficial owner of common stock (the “Common Stock”), of Think Partnership Inc. (the “Company”) understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a Registration Statement for the registration and resale of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of June        , 2006 (the “Registration Rights Agreement”), among the Company and the Investors named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.

The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:

QUESTIONNAIRE

1.	Name.
	(a)	Full Legal Name of Selling Securityholder
	(b)	Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities Listed in Item 3 below are held:
	(c)	Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by the questionnaire):

2.	Address for Notices to Selling Securityholder:
Telephone:

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Fax:

Contact Person:

3.	Beneficial Ownership of Registrable Securities:
			Type and Principal Amount of Registrable Securities beneficially owned:
4.	Broker-Dealer Status:
	(a)	Are you a broker-dealer?
		Yes o          No o
	Note:	If yes, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement
	(b)	Are you an affiliate of a broker-dealer?
		Yes o          No o
	(c)	If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?
		Yes o          No o
	Note:	If no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.
5.	Beneficial Ownership of Other Securities of the Company Owned by the Selling Securityholder.
		Except as set forth below in this Item 5, the undersigned is not the beneficial or registered owner of any securities of the Company other than the Registrable Securities listed above in Item 3.
		Type and Amount of Other Securities beneficially owned by the Selling Securityholder:

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6.	Relationships with the Company:
		Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.
		State any exceptions here:

The undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof and prior to the Effective Date for the Registration Statement.

By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus.

IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Dated:	Beneficial Owner:
	By:
		Name:
		Title:

PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:

[                ]

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EX-99.1

Exhibit 99.1

News Release Source: Think Partnership Inc.

Think Partnership Announces Key
Staff Additions and Changes

CLEARWATER, Fla. — (BUSINESS WIRE)—July 5, 2006—Think Partnership Inc., (the “Company”) (AMEX:THK - News) today announced that Internet technology and operations innovator Stan Antonuk has joined the Company as its Chief Operating Officer, responsible for all THK, subsidiary, and division operations. In addition, current Litmus Media subsidiary CEO John Linden will become THK’s Chief Technology Officer, and current THK Chief Operating Officer George Douaire has been appointed president of THK’s Consumer Services Division to revive its profitability and growth and lead it through its proposed sale under a previously announced Letter of Intent.

Stan Antonuk comes to Think Partnership from InterActive Corporation, run by CEO Barry Diller, where Antonuk was part of the leadership team that launched the successful e-commerce site, HSN.com, which is now one of InterActive Corporation’s leading e-commerce properties and accounts for the fastest growing 26% of HSN’s multi-billion dollar electronic retailing business.

In addition to overseeing technology and operations for HSN.com, Antonuk also oversaw technology for HSN’s Advanced Services business. During the seven years at InterActive, he led numerous, large-scale initiatives including major site redesign efforts and the integration of ecommerce businesses into the core business of HSN. He was also responsible for developing a virtual supplier network allowing HSN.com to easily integrate and perform business with third party vendors and distributors. Prior to InterActive, Antonuk spent 10 years serving in a variety of leadership positions in engineering, marketing, and technology for National Grid, an electric and gas power company in Upstate, NY. He received a B.S. degree in Electrical and Computer Engineering from Clarkson University in Potsdam, N.Y. and an MBA from Le Moyne College in Syracuse, NY.

Stan Antonuk stated, “I’m excited to join Scott Mitchell, for whom I worked at InterActive, as he continues to develop Think Partnership as a leading interactive business. Scott and I were at the forefront of the development of great successes at InterActive and I now look forward to working alongside him at THK in what I believe will be another great success story. I am committed to helping position the Company to become an Internet leader in interactive advertising and marketing and adding significant value to its shareholder base.”

Think Partnership CEO and President Scott P. Mitchell stated, “Stan is known for being a strong operator and an expert in scaling business models to greater heights. He was my key partner when we began HSN.com and after I left, I have watched him over the years continue the phenomenal growth. When I became CEO of Think Partnership, I knew Stan had to be a part of my management team and so I reached out to him immediately. It is hard to contain my enthusiasm for Stan’s capabilities and for the talents he brings to us.”

John Linden has been Litmus Media’s Chief Executive Officer since early 2005 where he built click fraud protected advertising distribution technologies for the performance-based advertising, search marketing, and e-retailing industries, as well as developing our successful ValidClick search distribution network and our coupon and product comparison distribution systems. Prior to Litmus

Media, he was the Executive Vice President of Marketing for Positive Networks, Inc., a leader in managed VPN services. He has also served as Chief Technology Officer for Adknowledge and Virtumundo, Inc., and co-invented several industry leading Internet marketing technologies. Linden started his Internet career in 1996 as the Founder and CEO of Planet Alumni, Inc. which was acquired by Reunion.com. Prior to that, he was a Software Design Engineer at Microsoft on the Visual Studio team.

John Linden stated, “THK has such an incredible opportunity to leverage our technology assets and create a truly unique, high-return, multi-channel advertising platform. I look forward to integrating the assets we have acquired, such as ValidClick, Primary Ads, BabytoBee.com, and Kowabunga, as well as developing new products that will achieve the highest possible ROI for our advertising clients.”

Think Partnership’s Mitchell stated, “John is the obvious choice to lead our company-wide technology initiatives as we continue to integrate and leverage our technology assets and capabilities. He has been a pioneer in a number of successful Internet companies and is the key technologist behind the innovative products at Litmus Media, including ValidClick and Second Bite. His long and successful career in creating and managing new technologies is important as we create, manage, and maximize the synergistic opportunities among all the Think Partnership companies. John is respected by our company presidents who strongly believe he will prove valuable at helping THK grow and face new challenges with exciting and innovative technology solutions.”

George Douaire has served as Think Partnership’s Chief Operating Officer since August of 2005. He previously served as General Manager of Internet Marketing for the Eastman Kodak Company, where he was responsible for a broad range of Web based business initiatives, including facilitating relationships with other key portals and internet service delivery devices, marketing of Kodak products and services via the Internet, and the company’s website at www.kodak.com. Prior to that, he was Senior Vice President of Interactive Marketing Services at Peapod Interactive Marketing Services, where he was responsible for communications, promotion and research capabilities for consumer packaged goods manufacturers. Douaire began his career at the Tribune Company in 1984 and served in a number of business units, as well as the corporate staff, prior to being named Manager of Marketing Development. In that capacity, he developed and executed marketing strategies and investments for the Tribune Company, which was a strategic investor in Peapod. He holds a BA degree from Fairfield University in Fairfield, Conn., and an MBA from the Loyola University Graduate School of Business in Chicago.

George Douaire stated, “I am honored that Scott Mitchell has asked me to lead this important organization. I am looking forward to continuing the growth that has already been established with the incredibly talented entrepreneurs within the Consumer Services Group and I am also very confident in the path that Scott has set for Think Partnership.”

“George will work with our Consumer Services group of online dating and education properties and continue to develop those operations to help make them more productive and profitable than they are today, as we continue our plans to spin off this division to a buyer previously announced in a Letter of Intent. He has expressed a willingness to stay with that group if the transaction is completed. The proposed purchaser would like George to serve as the new company’s CEO if such a situation is agreeable to Think Partnership. Whether or not the transaction is completed, the ongoing profitability and growth of this division is very important to our Company and I have the utmost confidence that George is the right person for the job.” Mitchell added.

Think Partnership Inc. is based in Clearwater, Florida and provides online and off-line marketing,

advertising, public relations, branding, and shopping evaluation services; search engine optimization and marketing services, opt-in email marketing, and pay-per-click campaign management; online dating; web design, custom web-based applications, database systems, managed and shared hosting solutions, e-commerce and high-speed business Internet access; software for affiliate marketing and affiliate marketing services; online education; and marketing to expectant parents. See www.thinkpartnership.com for more information.

Statements made in this press release that express the Company’s or management’s intentions, plans, beliefs, expectations or predictions of future events, are forward-looking statements. Those statements are based on many assumptions and are subject to many known and unknown risks, uncertainties and other factors that could cause the Company’s actual activities, results or performance to differ materially from those anticipated or projected in such forward-looking statements. For a discussion of these risks, see the Company’s Current Report on Form 8-K filed on June 7, 2006. The Company cannot guarantee future financial results, levels of activity, performance or achievements; and investors should not place undue reliance on the Company’s forward-looking statements.

Contact:
   For Think Partnership Inc.:
Xavier Hermosillo, 310-832-2999
Sr. Vice President for Corporate Communications
   and Investor Relations
Xavier@thinkpartnership.com

EX-99.2

Exhibit 99.2

News Release Source: Think Partnership Inc.

Think Partnership Enters into Stock Sale Agreement Involving Former Director and Family Trust

CLEARWATER, Fla. — (BUSINESS WIRE)—July 5, 2006—Think Partnership Inc., (the “Company”) (AMEX:THK - News) today announced that it has entered into a Securities Purchase Agreement, pursuant to which the Roberti Jacobs Family Trust and T. Benjamin Jennings, the Company’s former chairman, sold an aggregate of 3,229,726 shares of the Company’s common stock and warrants to purchase an aggregate of 3,130,000 shares of common stock to certain private investors. Mr. Robert T. Geras, a director of the Company was one of the private investors and purchased an aggregate of 500,000 shares of common stock and warrants. The purchase price for the shares of common stock is $1.43 per share and the purchase price for each warrant is equal to $1.43 less the exercise price of the warrant. The investors immediately exercised the warrants and the aggregate exercise price of $371,300 was paid to the Company. The trustee of the Trust is the mother-in-law of former CEO Gerard M. Jacobs and the Company has been advised that Mr. Jacobs is neither a trustee nor a beneficiary of the Trust; however, his children are beneficiaries of the trust. The Securities Purchase Agreement is included with the Form 8-K filed by the Company.

In connection with the Securities Purchase Agreement, the Company also granted to the investors certain registration rights, pursuant to a definitive Registration Rights Agreement, under which the Company agreed to continue to list the Securities for registration in the Company’s Registration Statement on Form SB-2 and to update the Selling Shareholder table contained therein to reflect the sale of the Securities to the investors. In addition, the Company agreed to use its commercially reasonable best efforts to cause the Registration Statement to become effective within 120 days of the closing of the private sale. The Registration Rights Agreement is included with the Form 8-K filed by the Company.

Think Partnership Inc. is based in Clearwater, Florida and provides online and off-line marketing, advertising, public relations, branding, and shopping evaluation services; search engine optimization and marketing services, opt-in email marketing, and pay-per-click campaign management; online dating; web design, custom web-based applications, database systems, managed and shared hosting solutions, e-commerce and high-speed business Internet access; software for affiliate marketing and affiliate marketing services; online education; and marketing to expectant parents. See www.thinkpartnership.com for more information.

Statements made in this press release that express the Company’s or management’s intentions, plans, beliefs, expectations or predictions of future events, are forward-looking statements. Those statements are based on many assumptions and are subject to many known and unknown risks, uncertainties and other factors that could cause the Company’s actual activities, results or performance to differ materially from those anticipated or projected in such forward-looking statements. For a discussion of these risks, see the Company’s Current Report on Form 8-K filed on June 7, 2006. The Company cannot guarantee future financial results, levels of activity, performance or achievements; and investors should not place undue reliance on the Company’s forward-looking statements.

Contact:

For Think Partnership Inc.

Xavier Hermosillo, 310-832-2999

Sr. Vice President for Corporate Communications
  and Investor Relations

Xavier@thinkpartnership.com