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 • September 24th, 2012 • Augme Technologies, Inc. • Communications equipment, nec • Delaware
THIS WARRANT (the “Warrant”) certifies that, for value received, JAY JOLIAT (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 September 18, 2012 (the “Issue Date”) and on or prior to the five-year anniversary of the Issue Date (the “Termination Date”), but not thereafter, to subscribe for and purchase from Augme Technologies, Inc., a Delaware corporation (the “Company”), up to 62,500 shares (the “Warrant Shares”) of common stock, $.0001 par value per share, of the Company (the “Common Stock”). The purchase price of each share of Common Stock under this Warrant shall be equal to $.90 (the “Exercise Price”), subject to adjustment hereunder. This Warrant is issued pursuant to the Note and Warrant Purchase Agreement of even date hereof among the Company, the Holder and the other investors signatory thereto.
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • September 24th, 2012 • Augme Technologies, Inc. • Communications equipment, nec • New York
THIS NOTE AND WARRANT PURCHASE AGREEMENT (the “Agreement”) is made as of September 18, 2012 (the “Effective Date”) by and among Augme Technologies, Inc., a Delaware corporation (the “Company”), and the purchasers executing a signature page attached hereto (individually, a “Purchaser” and collectively, the “Purchasers”). Any capitalized term not otherwise defined herein shall have the meaning set forth for such term in the Notes (defined below).
SECURITY AGREEMENTSecurity Agreement • September 24th, 2012 • Augme Technologies, Inc. • Communications equipment, nec • New York
This Security Agreement (as amended, modified or otherwise supplemented from time to time, this “Security Agreement”), dated as of September 18, 2012, is executed by Augme Technologies, Inc., a Delaware corporation (“Company”), in favor of Collateral Agent (as herein defined) on behalf of the purchasers executing this Security Agreement (“Purchasers”).
