Augme Technologies, Inc. Sample Contracts

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MODAVOX, INC.
Agreement and Plan of Reorganization • June 14th, 2006 • Modavox Inc • Services-computer programming services • Delaware
By:/s/Frank Nassar By:/s/Robert D. Arkin Frank Nassar Robert D. Arkin Chief Executive Officer Schedule A to Consulting Agreement
Consulting Agreement • October 23rd, 2002 • Innerspace Corp • Services-computer programming services • Georgia
INTRODUCTION
Agreement • October 18th, 2004 • Surfnet Media Group Inc • Services-computer programming services • New York
ARTICLE 1 DEFINITIONS
License Agreement • July 5th, 2002 • Innerspace Corp • Services-computer programming services • Georgia
RECITALS:
Development Agreement • October 18th, 2004 • Surfnet Media Group Inc • Services-computer programming services • Arizona
RECITALS
Agreement and Plan of Merger • July 18th, 2003 • Innerspace Corp • Services-computer programming services • Delaware
1. DEFINITIONS
Registration Rights Agreement • July 18th, 2003 • Innerspace Corp • Services-computer programming services • Delaware
­­AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 27th, 2013 • Hipcricket, Inc. • Communications equipment, nec • Delaware

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of November 25, 2013 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and HIPCRICKET, INC., a Delaware corporation (“Borrower”), amends and restates in its entirety that certain Loan and Security Agreement dated as of May 3, 2013 (the “Original Agreement”) and provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 8th, 2013 • Hipcricket, Inc. • Communications equipment, nec

This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 4, 2013 by and among Hipcricket, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).

1. DEFINITIONS
Registration Rights Agreement • June 21st, 2004 • Surfnet Media Group Inc • Services-computer programming services • Delaware
INNERSPACE CORPORATION COMMON STOCK PURCHASE WARRANT DATED AS OF MAY 17, 2002
Common Stock Purchase Warrant • August 9th, 2002 • Innerspace Corp • Services-computer programming services
AUGME TECHNOLOGIES, INC. PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • January 30th, 2013 • Augme Technologies, Inc. • Communications equipment, nec • New York

Augme Technologies, Inc., a Delaware Corporation (the “Company”), proposes, subject to the terms and conditions herein, to issue and sell up to an aggregate of 13,469,661 shares (the “Shares”) of Common Stock of the Company, par value$0.0001 per share (the “Common Stock”), warrants to purchase up to an aggregate of 6,734,831 shares of Common Stock (the “Warrants”), and up to an aggregate of 6,734,831 shares of Common Stock issuable from time to time upon exercise of the Warrants (the “Warrant Shares”) to certain investors (each an “Investor” and, collectively, the “Investors”), in an offering under its registration statement on Form S-3 (Registration No. 333-175191). We are offering the Shares and Warrants in units (each, a “Unit”), with each Unit consisting of one Share together with one-half of one Warrant and each whole Warrant exercisable for one Warrant Share. The Units are more fully described in the Prospectus (as defined below). The Company desires to engage Roth Capital Partne

VOTING AGREEMENT
Voting Agreement • June 21st, 2004 • Surfnet Media Group Inc • Services-computer programming services • Delaware
AUDIOEYE - MODAVOX COMMUNICATIONS SERVICES AGREEMENT 6/1/2006
Modavox Inc • June 14th, 2006 • Services-computer programming services • Delaware
RECITAL:
Separation Agreement and Mutual Release • June 17th, 2004 • Surfnet Media Group Inc • Services-computer programming services • Arizona
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NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...
Warrant • June 21st, 2013 • Augme Technologies, Inc. • Communications equipment, nec • Delaware

THIS WARRANT (the “Warrant”) certifies that, for value received, Michael Brochu (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after June 17, 2013 (the “Initial Exercise Date”) and on or prior to the five-year anniversary of the Initial Exercise Date (the “Termination Date”), but not thereafter, to subscribe for and purchase from Augme Technologies, Inc., a Delaware corporation (the “Company”), up to 300,000 shares (the “Warrant Shares”) of common stock, $.0001 par value per share, of the Company (the “Common Stock”). Any such Warrant Shares granted shall vest 1/36th per month commencing on the Grant Date over a three (3) year period. There is a minimum purchase of 25,000 shares with the purchase price of each share of Common Stock (the “Exercise Price”) under this Warrant shall be $0.39 subject to adjustment hereunder.

AUGME TECHNOLOGIES, INC. Stock Option Agreement
Stock Option Agreement • October 21st, 2010 • Augme Technologies, Inc. • Communications equipment, nec

THIS AGREEMENT is made as of June 24, 2010, by and between AUGME TECHNOLOGIES, INC., a Delaware corporation (the "Company"), and Jacob Paugh (the "Optionee").

1. DEFINITIONS
Piggyback Registration Rights Agreement • June 21st, 2004 • Surfnet Media Group Inc • Services-computer programming services • Delaware
MARCH 1 ,2007 PLAN OF REORGANIZATION AND STOCK PURCHASE AGREEMENT
Plan of Reorganization • March 7th, 2007 • Modavox Inc • Services-computer programming services • Arizona
INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 21st, 2013 • Augme Technologies, Inc. • Communications equipment, nec • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of the 17 day of June, 2013, by and between Augme Technologies, Inc., a Delaware corporation (the “Corporation”), and Douglas O. Stovall, Jr. (“Indemnitee”), a director and/or officer of the Corporation.

ARTICLE 1 DEFINITIONS
Convertible Promissory Note Purchase Agreement • June 21st, 2004 • Surfnet Media Group Inc • Services-computer programming services • Delaware
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 8th, 2013 • Hipcricket, Inc. • Communications equipment, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October 3, 2013 by and among Hipcricket, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).

AMENDED AND RESTATED ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • August 31st, 2011 • Augme Technologies, Inc. • Communications equipment, nec • Delaware

This Amended and Restated Asset Purchase Agreement (this “Agreement”) is dated as of August 25, 2011 by and between Augme Technologies, Inc., a Delaware corporation with a principal address of 43 West 24th Street, Suite 11B, New York, NY 10010 (“Buyer”), and Hipcricket, Inc., a Delaware corporation with a principal address of 11241 Slater Avenue NE, Suite 201, Kirkland, Washington 98033 (“Seller”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 15th, 2011 • Augme Technologies, Inc. • Communications equipment, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of February __, 2011 by and among Augme Technologies, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).

EMPLOYMENT AGREEMENT
Employment Agreement • June 21st, 2013 • Augme Technologies, Inc. • Communications equipment, nec • Washington

This Employment Agreement (“Agreement”), effective as of June 17, 2013, is entered into by and between Augme Technologies, Inc., and its wholly-owned subsidiaries, a Delaware corporation (the "Employer” or the “Company”), and Douglas Stovall (the “Employee”).

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