SERIES A WARRANT AGREEMENT Blue Calypso, Inc. and Action Stock Transfer Corp., as Warrant Agent SERIES A WARRANT AGREEMENTWarrant Agreement • August 18th, 2015 • Blue Calypso, Inc. • Services-educational services • New York
THIS SERIES A WARRANT AGREEMENT (this “Agreement”), dated as of [________________], 2015, is by and between Blue Calypso, Inc., a Delaware corporation (the “Company”), and Action Stock Transfer Corp., as Warrant Agent (the “Warrant Agent”).
COMMON STOCK PURCHASE WARRANT BLUE CALYPSO, INC.Common Stock Purchase Warrant • August 18th, 2015 • Blue Calypso, Inc. • Services-educational services • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Maxim Group LLC or its assigns (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 the date that is 180 days from the effective date of the Registration Statement (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the effective date of the Registration Statement No. 333-204442 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Blue Calypso, Inc., a Delaware corporation (the “Company”), up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Blue Calypso, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • August 18th, 2015 • Blue Calypso, Inc. • Services-educational services • New York
The undersigned, Blue Calypso, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), an aggregate of [·] units (the “Firm Units”) of the Company’s securities. Each Unit consists of [·] share[s] of the Company’s Common Stock, $0.0001 par value per share (“Common Stock”) and [·] warrant[s] (each, a “Warrant”), with each Warrant representing the right to purchase [·] share[s] of Common Stock at a purchase price of [ % of the per share offering price]. In addition, the Company proposes to grant to the Underwriters an option to purchase from the Company up to an additional [·] units for the purpose of covering over allotments in connection with the sale of the Firm Units (collectively, the “Opti
