REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 15th, 2012 • SimplePons, Inc. • Services-amusement & recreation services • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of February 15, 2012, by and among (i) SimplePons, Inc., a Delaware corporation (the “Company”), (ii) each person listed on Annex A attached hereto, as may be amended from time to time (each a “Purchaser” and, collectively, the “Purchasers”), and (iii) each person or entity that subsequently becomes a party to this Agreement pursuant to, and in accordance with, the provisions of Section 10 hereof (each a “Purchaser Permitted Transferee” and, collectively, the “Purchaser Permitted Transferees”).
PLACEMENT AGENT WARRANT TO PURCHASE 58,000 SHARES OF COMMON STOCKPlacement Agent Warrant Agreement • May 15th, 2012 • SimplePons, Inc. • Services-amusement & recreation services • New York
This Warrant (“Warrant”) is issued pursuant to that certain Placement Agency Agreement (the “Placement Agency Agreement”), dated February 15, 2012, by and between the Company and Felix Investments LLC (“Felix” or the “Placement Agent”) as partial consideration for Felix accepting the appointment by the Company as the Company’s exclusive placement agent in connection with the Company’s private placement (the “Offering”) of its shares of Common Stock, pursuant to the Company’s Confidential Private Offering Memorandum dated February 15, 2012, as supplemented and amended from time to time (the “Memorandum”).
