EXCHANGE AGREEMENTExchange Agreement • November 19th, 2012 • Blue Calypso, Inc. • Services-educational services • Texas
This Exchange Agreement (this “Agreement”) is made and entered into by and between Blue Calypso, Inc., a Delaware corporation (the “Company”) and Aztec Systems, Inc., a Texas corporation (“Aztec”) effective as of November 9, 2012. The Company and Aztec are sometimes collectively referenced herein as the “Parties” or individually as a “Party”.
8% CONVERTIBLE NOTE DUE MARCH 31, 2013Blue Calypso, Inc. • November 19th, 2012 • Services-educational services • Texas
This 8% Convertible Note due March 31, 2013 (the “Note”) has been entered into pursuant to the terms of an Exchange Agreement between the Company and the Holder effective as of November 9, 2012, as amended, modified or supplemented from time to time in accordance with its terms (the “Exchange Agreement”), and shall be governed by the terms of such Exchange Agreement. This Note is the “Convertible Note” referenced in the Exchange Agreement. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as set forth in the Exchange Agreement. This Note is subject to the following additional provisions:
