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 Agreement • September 27th, 2012 • Augme Technologies, Inc. • Communications equipment, nec • Delaware
THIS WARRANT (the “Warrant”) certifies that, for value received, Paul R. Arena (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 October 1, 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 250,000 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 $1.50 (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.
] Shares and Warrants to Purchase [ ] Shares(1) Augme Technologies, Inc. Common Stock, $0.0001 par value UNDERWRITING AGREEMENTUnderwriting Agreement • September 27th, 2012 • Augme Technologies, Inc. • Communications equipment, nec • New York
Pursuant to this Underwriting Agreement (this “Agreement”), Augme Technologies, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to you (the “Underwriter”) an aggregate of [ ] shares of the Common Stock ($0.0001 par value per share) of the Company (the “Firm Shares”) and warrants to purchase [ ] shares of Common Stock in the form attached hereto as Annex A (the “Firm Warrants”). The shares of Common Stock underlying the Firm Warrants consist of [ ] authorized but unissued shares of Common Stock issuable upon exercise of the Firm Warrants (the “Firm Warrant Shares”).
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • September 27th, 2012 • Augme Technologies, Inc. • Communications equipment, nec • New York
This Separation and Release Agreement (this “Agreement”) is made and entered into as of September 25, 2012 (the “Contract Date”), by and between Paul R. Arena (“Employee” or “You”), on the one hand, and Augme Technologies, Inc., a Delaware corporation, Hipcricket, Inc., a Delaware corporation, and Geos Communications IP Holdings, Inc., a Delaware corporation, on the other (collectively, the “Company” or “Employer”). Employee and the Company are sometimes each referred to herein as a “Party” and collectively, as the “Parties”. Terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Employment Agreement (as defined below).
