0001553350-13-000220 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 24th, 2013 • SMTP, Inc. • Services-direct mail advertising services • Massachusetts

Registration Rights Agreement (the “Agreement”), dated as of May 22, 2013, by and between SMTP, INC., a corporation organized under the laws of Delaware, USA (the “Company”), and Dutchess Opportunity Fund, II, LP, a Delaware Limited Partnership (the “Investor”).

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INVESTMENT AGREEMENT
Investment Agreement • May 24th, 2013 • SMTP, Inc. • Services-direct mail advertising services • Massachusetts

Pursuant to the Put given by SMTP, INC. to Dutchess Opportunity Fund, II, LP on __________ 20__, we are now submitting the amount of common shares for you to issue to Dutchess.

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