AGREEMENT OF MERGER AND PLAN OF REORGANIZATIONAgreement of Merger and Plan of Reorganization • 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
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”).
BLUE CALYPSO, INC. COMMON STOCK PURCHASE WARRANTBlue Calypso, Inc. • September 8th, 2011 • Services-educational services
Blue Calypso, Inc., a Nevada 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 $0.10 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 September 1, 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 t
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”).
CONSULTANT AGREEMENTConsultant Agreement • September 8th, 2011 • Blue Calypso, Inc. • Services-educational services • New York
This Agreement is made and entered into as of the 1st day of September, 2011 (the “Effective Date”), between Blue Calypso, Inc. (the “Company”) and CEOcast, Inc. (the “Consultant”).
AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONSTransfer and Assumption Agreement • September 8th, 2011 • Blue Calypso, Inc. • Services-educational services • Nevada
This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of September 1, by Blue Calypso, Inc., a Nevada corporation (“Assignor”), and JJ&R Ventures Holdings, Inc., a Nevada corporation and a wholly-owned subsidiary of Assignor (“Assignee”).
