REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 26th, 2012 • Max Sound Corp • Services-computer processing & data preparation • California
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 25, 2012, by and between MAX SOUND CORPORATION, a Delaware corporation (the “Company”), and GEM GLOBAL YIELD FUND, a company incorporated under the laws of the Cayman Islands (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
ContractMax Sound Corp • January 26th, 2012 • Services-computer processing & data preparation • California
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
COMMON STOCK PURCHASE AGREEMENT DATED AS OF January 25, 2012 BY AND BETWEEN MAX SOUND CORPORATION AND GEM GLOBAL YIELD FUND LIMITEDCommon Stock Purchase Agreement • January 26th, 2012 • Max Sound Corp • Services-computer processing & data preparation • California
