SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 24th, 2012 • Blue Calypso, Inc. • Services-educational services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 19, 2012 between Blue Calypso, 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”).
SECURITY AGREEMENTSecurity Agreement • April 24th, 2012 • Blue Calypso, Inc. • Services-educational services • New York
This SECURITY AGREEMENT, dated as of April 19, 2012 (this “Agreement”), is among Blue Calypso, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 8% Senior Secured Convertible Debentures due October 19, 2012, in the original aggregate principal amount of up to $500,000 (collectively, the “Debentures”) signatory hereto and their permitted assigns under the Purchase Agreement (collectively, the “Secured Parties”), and LMD Capital, LLC, solely in its capacity as Agent for the Secured Parties under this Agreement (the “Agent”). Capitalized terms used in this Agreement and not otherwise defined shall have the respective meanings specified in the Purchase Agreement (as defined in the Debentures).
SUBSIDIARY GUARANTEESubsidiary Guarantee • April 24th, 2012 • Blue Calypso, Inc. • Services-educational services • New York
SUBSIDIARY GUARANTEE, dated as of April 19, 2012 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns under the Purchase Agreement, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Blue Calypso, Inc., a Delaware corporation (the “Company”) and the Purchasers.
AGREEMENT OF MERGER AND PLAN OF REORGANIZATIONMerger Agreement • September 8th, 2011 • Blue Calypso, Inc. • Services-educational services • Texas
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “ Agreement”) is made and entered into on September 1, 2011, by and among Blue Calypso, Inc., a Nevada corporation (“Parent”), Blue Calypso Acquisition Corp., a Delaware corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and Blue Calypso Holdings, Inc., a Texas corporation (the “ Company”).
NONQUALIFIED STOCK OPTION AGREEMENT BLUE CALYPSO, INC.Nonqualified Stock Option Agreement • September 8th, 2011 • Blue Calypso, Inc. • Services-educational services
STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 8th, 2011 • Blue Calypso, Inc. • Services-educational services • Nevada
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of September 1, 2011, is made by and between Blue Calypso, Inc., a Nevada corporation (“Seller”), and Deborah Flores (the “Buyer”).
INCENTIVE STOCK OPTION AGREEMENT BLUE CALYPSO, INC.Incentive Stock Option Agreement • September 8th, 2011 • Blue Calypso, Inc. • Services-educational services • Nevada
RESTRICTED STOCK AWARD AGREEMENT BLUE CALYPSO, INC.Restricted Stock Award Agreement • September 8th, 2011 • Blue Calypso, Inc. • Services-educational services
SERIES A WARRANT AGREEMENT Blue Calypso, Inc. and Action Stock Transfer Corp., as Warrant Agent SERIES A WARRANT AGREEMENTWarrant Agreement • August 18th, 2015 • Blue Calypso, Inc. • Services-educational services • New York
THIS SERIES A WARRANT AGREEMENT (this “Agreement”), dated as of [________________], 2015, is by and between Blue Calypso, Inc., a Delaware corporation (the “Company”), and Action Stock Transfer Corp., as Warrant Agent (the “Warrant Agent”).
8% SENIOR SECURED CONVERTIBLE DEBENTURE DUE OCTOBER 19, 2012Convertible Security Agreement • April 24th, 2012 • Blue Calypso, Inc. • Services-educational services • New York
THIS 8% SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Senior Secured Convertible Debentures of Blue Calypso, Inc., a Delaware corporation (the “Company”), having its principal place of business at 19111 North Dallas Parkway, Suite 200, Dallas, Texas 75287, designated as its 8% Senior Secured Convertible Debenture due October 19, 2012 (this debenture, this “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
BLUE CALYPSO, INC.Securities Purchase Agreement • October 11th, 2013 • Blue Calypso, Inc. • Services-educational services • Delaware
THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated October __, 2013, by and between Blue Calypso, Inc., a Delaware corporation (the "Company"), and Bonanza Master Fund, Ltd. ("Purchaser").
COMMON STOCK PURCHASE WARRANT BLUE CALYPSO, INC.Common Stock Purchase Warrant • August 18th, 2015 • Blue Calypso, Inc. • Services-educational services • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Maxim Group LLC or its assigns (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 the date that is 180 days from the effective date of the Registration Statement (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the effective date of the Registration Statement No. 333-204442 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Blue Calypso, Inc., a Delaware corporation (the “Company”), up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
10% CONVERTIBLE DEBENTURE DUE MAY 6, 2015Convertible Security Agreement • May 6th, 2013 • Blue Calypso, Inc. • Services-educational services • Texas
THIS 10% CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 10% Convertible Debentures of Blue Calypso, Inc., a Delaware corporation (the “Company”), having its principal place of business at 19111 North Dallas Parkway, Suite 200, Dallas, Texas 75287, designated as its 10% Convertible Debenture due May 6, 2015 (this debenture, this “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • April 28th, 2016 • Blue Calypso, Inc. • Services-educational services
Blue Calypso, Inc., a Delaware corporation (the “Company”), hereby certifies that, for value received, Harold H. Brierley or his registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of Six Hundred Nine Thousand Seven Hundred Fifty Six (609,756) shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company at an exercise price equal to $2.13 per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time and on or after the date hereof (the “Initial Exercise Date”) and through and including the Expiration Date (as defined below), and subject to the following terms and conditions. This Warrant (this “Warrant”) is one of a series of similar warrants issued pursuant to that certain Securities Purchase Agreement, dated as of April 22, 2016, by and among the Company and the Purchaser identified therein (the “Purchase Agreement”). All such warrants are referred to herein, collectively, as the
Blue Calypso, Inc. Common Stock Purchase WARRANTCommon Stock Purchase Warrant • July 30th, 2012 • Blue Calypso, Inc. • Services-educational services
Blue Calypso, Inc., a Delaware corporation (the “Company”), hereby certifies that, for value received, _____________ or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of _______________ (________) shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company at an exercise price equal to $0.75 per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time and on or after the date hereof (the “Initial Exercise Date”) and through and including the Expiration Date (as defined below), and subject to the following terms and conditions. This Warrant (this “Warrant”) is one of a series of similar warrants issued pursuant to that certain Subscription Agreement, by and among the Company and the Purchasers identified therein (the “Purchase Agreement”). All such warrants are referred to herein, collectively, as the “Warrants.” Capitalized terms used but not defined herein shall have th
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 8th, 2011 • Blue Calypso, Inc. • Services-educational services
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of September 1, 2011, among Blue Calypso, Inc., a Nevada corporation (the “Company”), and each signatory hereto (each, a “Purchaser” and collectively, the “Purchasers”).
SETTLEMENT AND STANDSTILL AGREEMENTSettlement Agreement • October 2nd, 2014 • Blue Calypso, Inc. • Services-educational services • Delaware
This SETTLEMENT AND STANDSTILL AGREEMENT, dated as of September 26, 2014 (this “Agreement”), is entered into by and between Blue Calypso, Inc., a Delaware corporation (the “Company”), on the one hand, and Ronald L. Chez and Individual Retirement Accounts for the benefit of Ronald L. Chez. (together, the "Chez Parties"), on the other hand. The Company and the Chez Parties, are collectively referred to as the “Parties” and each a “Party”.
Blue Calypso, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • August 18th, 2015 • Blue Calypso, Inc. • Services-educational services • New York
The undersigned, Blue Calypso, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), an aggregate of [·] units (the “Firm Units”) of the Company’s securities. Each Unit consists of [·] share[s] of the Company’s Common Stock, $0.0001 par value per share (“Common Stock”) and [·] warrant[s] (each, a “Warrant”), with each Warrant representing the right to purchase [·] share[s] of Common Stock at a purchase price of [ % of the per share offering price]. In addition, the Company proposes to grant to the Underwriters an option to purchase from the Company up to an additional [·] units for the purpose of covering over allotments in connection with the sale of the Firm Units (collectively, the “Opti
Securities Purchase AgreementSecurities Purchase Agreement • September 29th, 2015 • Blue Calypso, Inc. • Services-educational services • Delaware
THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated September __, 2015, by and between Blue Calypso, Inc., a Delaware corporation (the "Company"), and the purchasers identified on the signature page hereto (each, a "Purchaser" and collectively, the “Purchasers”).
PROCEEDS ESCROW AGREEMENTProceeds Escrow Agreement • June 7th, 2007 • JJ&R Ventures, Inc. • Utah
PROCEEDS ESCROW AGREEMENT (“Agreement”) dated as of___________, 2007, by and between JJ&R Ventures, Inc., a Nevada corporation (the “Company”) and Escrow Specialists of Ogden, Utah (the “Escrow Agent”).
BLUE CALYPSO, INC.Securities Purchase Agreement • April 28th, 2016 • Blue Calypso, Inc. • Services-educational services • Delaware
THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated April 22, 2016, by and between Blue Calypso, Inc., a Delaware corporation (the "Company"), and the purchasers identified on the signature page hereto (each, a "Purchaser" and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 8th, 2011 • Blue Calypso, Inc. • Services-educational services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 1, 2011 among Blue Calypso, Inc., a Nevada corporation (the “Company”), and the purchasers identified on the signature pages hereof (each a “Purchaser” and collectively, the “Purchasers”).
Omni View Capital LLC Rowayton, Connecticut 06853Financial Advisory Agreement • December 12th, 2012 • Blue Calypso, Inc. • Services-educational services • New York
This letter will confirm our agreement (“Agreement”) that Omni View Capital LLC (“Omni View”) is authorized to represent Blue Calypso, Inc. and its current and future affiliates, subsidiaries and related entities (collectively, the "Company”) (each a, “Party”, both are “Parties”) and to assist the Company as its financial advisor on the terms and conditions set forth herein. This Agreement shall become effective upon the execution hereof by both Omni View and the Company.
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • April 24th, 2012 • Blue Calypso, Inc. • Services-educational services • Delaware
Pursuant to the proposed Securities Purchase Agreement between Blue Calypso, Inc., a Delaware corporation (the “Company”), and the purchasers signatory thereto (the “Purchasers”), the Company is conducting a private of up to $500,000 of senior secured convertible notes (the “Private Placement”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • April 24th, 2012 • Blue Calypso, Inc. • Services-educational services
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT is entered into as of April 19, 2012, among Blue Calypso, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders (together with their endorsees, transferees and assigns, the “Secured Parties”) of the Company’s 8% Senior Secured Convertible Debentures (collectively, the “Debentures”).
AGREEMENT AND PLAN OF MERGER OF BLUE CALYPSO, INC., a Nevada corporation with and into BLUE CALYPSO, INC., a Delaware corporationMerger Agreement • September 15th, 2011 • Blue Calypso, Inc. • Services-educational services
This Agreement and Plan of Merger (this “Agreement”), is entered into as of September 9, 2011 by and between Blue Calypso, Inc., a Delaware corporation (“BC-Delaware”), and Blue Calypso, Inc., a Nevada corporation (“BC-Nevada”).
AMENDMENT NO. 3 TO COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • September 16th, 2013 • Blue Calypso, Inc. • Services-educational services
This Amendment No. 3 (this “Amendment”) to Common Stock Purchase Warrant is entered into as of September 13, 2013, by and between Blue Calypso, Inc., a Delaware corporation (the “Company”), and LMD Capital, LLC (“LMD”).
AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • April 24th, 2012 • Blue Calypso, Inc. • Services-educational services
This Amendment No. 1 (this “Amendment”) to Common Stock Purchase Warrant is entered into as of April 19, 2012, by and between Blue Calypso, Inc., a Delaware corporation (the “Company”), and the persons identified on the signature pages hereto (the “Holders”).
AMENDMENT AGREEMENTAmendment Agreement • December 23rd, 2015 • Blue Calypso, Inc. • Services-educational services
THIS AMENDMENT AGREEMENT (the “Agreement”) is dated this eighteenth day of December, 2015 (the “Execution Date”), by and among BLUE CALYPSO, INC., a Delaware corporation (the “Company”) and MAGNA EQUITIES II, LLC, a New York limited liability company (the “Holder”). Capitalized terms not defined herein shall have the meaning as set forth in the Transaction Documents (as defined below).
AMENDMENT NO. 3 TO COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • January 10th, 2014 • Blue Calypso, Inc. • Services-educational services
This Amendment No. 3 (this “Amendment”) to Common Stock Purchase Warrant is entered into as of January 9, 2014, by and between Blue Calypso, Inc., a Delaware corporation (the “Company”), and LMD Capital, LLC (“LMD”).
Blue Calypso, Inc. Subscription AgreementSubscription Agreement • July 30th, 2012 • Blue Calypso, Inc. • Services-educational services • Texas
The undersigned (the “Subscriber”) hereby irrevocably and unconditionally subscribes to purchase from Blue Calypso, Inc., a Delaware corporation (the “Company”), that number of units (“Units”) set forth on the signature page of this Subscription Agreement at a purchase price of $1.00 per Unit, with each Unit being comprised of: (i) two (2) shares (“Shares”) of common stock, par value $0.0001 per share (“Common Stock”), and (ii) one (1) warrant (“Warrant”) to purchase one (1) share of Common Stock at an exercise price of $0.75 per share for a term of 24 months. The Shares and Warrants and shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”) are hereinafter referred to collectively as the “Securities.”
AMENDMENT NO. 1 TO 8% SENIOR SECURED CONVERTIBLE DEBENTURE8% Senior Secured Convertible Debenture • May 3rd, 2013 • Blue Calypso, Inc. • Services-educational services
This Amendment No. 1 (this “Amendment”) to 8% Senior Secured Convertible Debentures is entered into as of April 29, 2013, among Blue Calypso, Inc., a Delaware corporation (the “Company”), and LMD Capital, LLC (“LMD”). Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Debentures (as defined below).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 18th, 2013 • Blue Calypso, Inc. • Services-educational services • Texas
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 12th day of September, 2013 (the “Effective Date”) between
AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant Amendment • May 3rd, 2013 • Blue Calypso, Inc. • Services-educational services
This Amendment No. 1 (this “Amendment”) to Common Stock Purchase Warrant is entered into as of April 29, 2013, by and between Blue Calypso, Inc., a Delaware corporation (the “Company”), and LMD Capital, LLC (“LMD”).
JJ&R VENTURES, INC. - COMMON STOCK SUBSCRIPTION AGREEMENTSubscription Agreement • June 7th, 2007 • JJ&R Ventures, Inc.
