AUGME TECHNOLOGIES, INC. PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • January 30th, 2013 • Augme Technologies, Inc. • Communications equipment, nec • New York
Augme Technologies, Inc., a Delaware Corporation (the “Company”), proposes, subject to the terms and conditions herein, to issue and sell up to an aggregate of 13,469,661 shares (the “Shares”) of Common Stock of the Company, par value$0.0001 per share (the “Common Stock”), warrants to purchase up to an aggregate of 6,734,831 shares of Common Stock (the “Warrants”), and up to an aggregate of 6,734,831 shares of Common Stock issuable from time to time upon exercise of the Warrants (the “Warrant Shares”) to certain investors (each an “Investor” and, collectively, the “Investors”), in an offering under its registration statement on Form S-3 (Registration No. 333-175191). We are offering the Shares and Warrants in units (each, a “Unit”), with each Unit consisting of one Share together with one-half of one Warrant and each whole Warrant exercisable for one Warrant Share. The Units are more fully described in the Prospectus (as defined below). The Company desires to engage Roth Capital Partne
Form of Warrant STOCK PURCHASE WARRANT To Subscribe for and Purchase Common Stock of AUGME TECHNOLOGIES, INC.Stock Purchase Warrant • January 30th, 2013 • Augme Technologies, Inc. • Communications equipment, nec
THIS CERTIFIES THAT, for value received, [___________], or its registered assigns, (herein referred to as the “Purchaser” or “holder”), is entitled to subscribe for and purchase from Augme Technologies, Inc. (herein called the “Company”), a corporation organized and existing under the laws of the State of Delaware, [ ] fully paid and nonassessable shares (“Shares”) of common stock (herein the “Common Stock”) (subject to the limitation in Section 2(b) and to adjustment as noted below) at the exercise price of $0.66 per Share (the “Warrant Purchase Price”) (subject to adjustment as noted below). This Warrant may only be exercised during the Exercise Period specified herein. This Warrant has been issued together with Shares of the Common Stock in a public offering registered on the Company’s Registration Statement on Form S-3 (Reg. No. 333-175191) (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) in connection with a public offering (the “Of
Form of Subscription AgreementAugme Technologies, Inc. • January 30th, 2013 • Communications equipment, nec • New York
The undersigned (the “‘Investor”) hereby confirms its agreement with Augme Technologies, Inc., a Delaware corporation (the “Company”), as follows:
