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.
8% SENIOR SECURED CONVERTIBLE DEBENTURE DUE OCTOBER 19, 2012Blue Calypso, Inc. • April 24th, 2012 • 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. COMMON STOCK PURCHASE WARRANTBlue Calypso, Inc. • April 24th, 2012 • Services-educational services
Blue Calypso, Inc., a Delaware corporation (the “Company”), hereby certifies that, for value received, LMD Capital, LLC or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of Six Million Five Hundred Thousand (6,500,000) 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 April 19, 2012, by and among the Company and the Purchasers identified therein (the “Purchase Agreement”). All such warrants are referred to herein, collectively, as the “Warrants.” Ca
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”).
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”).
STOCKHOLDER’S AGREEMENTStockholder’s Agreement • April 24th, 2012 • Blue Calypso, Inc. • Services-educational services • Delaware
THIS STOCKHOLDER’S AGREEMENT, (this “Agreement”), is entered into as of April 19, 2012, among Blue Calypso, Inc., a Delaware corporation (the “Company”), and Andrew Levi, the current Chief Executive Officer of the Company and the current holder of approximately 45% of the Company’s issued and outstanding common stock. Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Purchase Agreement (as defined below).
