Exhibit 10.33


 





Number


 


Series A Warrants


 


THIS WARRANT SHALL BE VOID IF NOT EXERCISED
PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


BLUE CALYPSO, INC.


 


Incorporated Under the Laws of the State
of Delaware


 


CUSIP [_________]


 


Issuance Date: [        ], 2015 (the “Issuance Date”)


 


Series A Warrant Certificate


 


Blue Calypso, Inc., a
Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, [  ], the registered holder hereof or its permitted assigns (the “Holder”),
is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then
in effect, upon exercise of this Series A Warrant, to purchase Common Stock (including any Warrants to Purchase Common Stock issued
in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after [ ], 2015, but
not after 11:59 p.m., New York time, on the Expiration Date (as defined below) (subject to adjustment as provided herein) fully
paid and non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise
defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 16. This Warrant is one of the Warrants
to Purchase Common Stock (the “Purchased Warrants”) underlying certain Units issued pursuant to the Offering
(as defined in that certain Underwriting Agreement, dated as of [ ], 2015, by and between the Company and Maxim Group LLC, as representative
of the several underwriters (the “Underwriting Agreement”)).


 


This Warrant shall be
issuable in book entry form (the “Book-Entry Warrant Certificate”) and shall initially be represented by one
or more Book-Entry Warrant Certificates deposited with Action Stock Transfer Corp. (the “Warrant Agent”) and
registered in the name of the Holder, or as otherwise directed by the Warrant Agent. Ownership of beneficial interests in this
Warrant shall be shown on, and the transfer of such ownership shall be effected through, records maintained by the Warrant Agent
(the “Warrant Register”). The Company may deem and treat the registered Holder of this Warrant as the absolute
owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual
written notice to the contrary.


 


1. EXERCISE OF WARRANT.


 


(a) Mechanics of Exercise.
Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant
may be exercised by the Holder, in whole or in part, upon the earlier of (but in no event earlier than 60 days from the Date of
Issuance) on (i) any day on or after the date that is six months after the Date of Issuance, (ii) any day on or after the Early
Exercise Trigger Date, or (iii) immediately if exercised for cash, in each case by delivery (whether via e-mail, facsimile or otherwise)
of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”) to the Warrant
Agent or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address
of the Holder appearing on the books of the Company or the Warrant Agent (or to the Company if the exercise is made pursuant to
a Cashless Exercise (as defined in Section 1(d)), of the Holder’s election to exercise this Warrant. Within one (1) Trading
Day following an exercise of this Warrant as aforesaid, the Holder shall deliver payment to the Warrant Agent of an amount equal
to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant
was so exercised (in respect of such specific exercise, the “Aggregate Exercise Price”) in cash or via wire
transfer of immediately available funds (to the account set forth on Schedule A hereto) if the Holder did not notify
the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d)). The
Holder shall not be required to deliver the original of this Warrant in order to effect an exercise hereunder. Execution and delivery
of an Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original
of this Warrant certificate and issuance of a new Warrant certificate evidencing the right to purchase the remaining number of
Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect
as cancellation of the original of this Warrant certificate after delivery of the Warrant Shares in accordance with the terms hereof.
The Holder and the Company or the Warrant Agent shall maintain records showing the number of Warrant Shares purchased and the date
of such purchases.


 


  



    	 



    	 



    




 


The Company or the Warrant Agent shall
deliver any objection to any Notice of Exercise form within two Business Days of receipt of the applicable Notice of Exercise.
On or before the first (1st) Trading Day following the date on which the Company has received an Exercise Notice for a Cashless
Exercise, the Company shall transmit by e-mail or facsimile an acknowledgment of confirmation of receipt of such Exercise Notice,
in the form attached hereto as Exhibit B, to the Warrant Agent. On or before the third (3rd) Trading Day following
(A) in the event of a Cashless Exercise, the date on which the Company has received such Exercise Notice or (B) in the event of
an exercise for cash, the later of (i) the date on which the Warrant Agent has received such Exercise Notice or (ii) the date on
which the Warrant Agent receives the Aggregate Exercise Price (such date is referred to herein as the “Delivery Date”),
the Company shall, (X) provided that (I) the Transfer Agent is participating in The Depository Trust Company (“DTC”)
Fast Automated Securities Transfer Program and (II) either a registration statement for the issuance to the Holder of the applicable
Warrant Shares to be issued pursuant to such Exercise Notice is effective and the prospectus contained therein is usable or such
Warrant Shares to be so issued are otherwise freely tradable, cause the Warrant Agent to credit such aggregate number of shares
of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance
account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if either of the immediately preceding clauses (I)
or (II) are not satisfied, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice,
the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable
Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as
indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which the Holder is entitled pursuant
to such exercise. Upon (A) in the event of a Cashless Exercise, the date on which the Company has received such Exercise Notice
or (B) in the event of an exercise for cash, the later of (i) the date on which the Warrant Agent has received such Exercise Notice
or (ii) the date on which the Warrant Agent receives the Aggregate Exercise Price, the Holder shall be deemed for all corporate
purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective
of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing
such Warrant Shares (as the case may be); provided, however, that if the date of such receipt is a date upon which the Common Stock
transfer books of the Company are closed, such Holder shall be deemed to have become the record holder of such shares on, the next
succeeding day on which the Common Stock transfer books of the Company are open. If this Warrant is submitted in connection with
any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise
is greater than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Holder and upon surrender
hereof by the Holder at the principal office of the Company, the Company shall as soon as practicable and in no event later than
three (3) Business Days after any exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant
(in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior
to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional
shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be
issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with
respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant.


 


(b) Exercise Price.
For purposes of this Warrant, “Exercise Price” means $[5.368], subject to adjustment as provided herein.


 


(c) Company’s
Failure to Timely Deliver Securities. If the Company shall fail, for any reason or for no reason, to issue to the Holder on
or before the applicable Delivery Date, a certificate for the number of shares of Common Stock to which the Holder is entitled
and register such shares of Common Stock on the Company’s share register or to credit the Holder’s balance account
with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s exercise of this Warrant
(as the case may be), then, in addition to all other remedies available to the Holder, the Company shall pay in cash to the Holder
on each day after such third (3rd) Trading Day that the issuance of such shares of Common Stock is not timely effected an amount
equal to 2% of the product of (A) the aggregate number of shares of Common Stock not issued to the Holder on a timely basis and
to which the Holder is entitled and (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the
last possible date on which the Company could have issued such shares of Common Stock to the Holder without violating Section 1(a).


 



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In addition to the foregoing, if the Company
shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company’s share
register or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is
entitled upon the Holder’s exercise or exchange hereunder (as the case may be) on or prior to the applicable Delivery Date,
and if on or after such Delivery Date the Holder (or any other Person in respect, or on behalf, of the Holder) purchases (in an
open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of all or any portion
of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number
of shares of Common Stock, issuable upon such exercise or exchange that the Holder so anticipated receiving from the Company, then,
in addition to all other remedies available to the Holder, the Company shall, within three (3) Business Days after the Holder’s
request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total
purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased
(including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”),
at which point the Company’s obligation to so issue and deliver such certificate or credit the Holder’s balance account
with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s exercise or exchange
hereunder (as the case may be) (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation
to so issue and deliver to the Holder a certificate or certificates representing such shares of Common Stock or credit the Holder’s
balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s exercise
or exchange hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price
over the product of (A) such number of shares of Common Stock multiplied by (B) the lowest Closing Sale Price of the Common Stock
on any Trading Day during the period commencing on the date of the applicable Exercise Notice or Exchange Notice, as the case may
be, and ending on the date of such issuance and payment under this clause (ii),


 


  


 


(d) Cashless Exercise.
Notwithstanding anything contained herein to the contrary (other than Section 1(f) below), on the earlier of the Early Exercise
Trigger Date or six months after the Date of Issuance, the Holder may, in its sole discretion (and without limiting the Holder’s
rights and remedies contained herein), exercise this Warrant in whole or in part and, subject to the provisions of Section 1(a),
in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate
Exercise Price, elect instead to receive upon such exercise a cash payment from the Company equal to the product of (i) the total
number of shares with respect to which this Warrant is then being exercised multiplied by (ii) the Black Scholes Value (as defined
below) (the “Exchange Amount”). In the Company’s sole discretion, so long as the Equity Conditions have
occurred the Company may elect to treat such notice as a cashless exercise of the Warrant with respect to the number of shares
specified in “A” below for the “Net Number” of shares of Common Stock determined according to the following
formula with respect thereto (a “Cashless Exercise”), as follows:


 


Net Number = (A x B) / C


 


For purposes of the foregoing formula:


 


A= the total number of shares with respect to which this Warrant
is then being exercised.





B= Black Scholes Value (as defined below).





C= the closing trade price of the Common
Stock on the date of such exercise.


 


(e) Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant Shares
to be issued pursuant to the terms hereof (including, without limitation, the Net Number), the Company shall promptly issue to
the Holder the number of Warrant Shares that are not disputed, provided that following such issuance to Holder such dispute shall
be resolved in accordance with Section 13.


 


  



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(f) Limitations on
Exercises and Exchanges. Notwithstanding anything to the contrary contained in this Warrant, this Warrant shall not be exercisable
or exchangeable by the Holder hereof to the extent (but only to the extent) that the Holder or any of its Affiliates would beneficially
own in excess of 4.99% (the “Maximum Percentage”) of the Common Stock. To the extent the above limitation applies,
the determination of whether this Warrant shall be exercisable or exchangeable (vis-à-vis other convertible, exercisable
or exchangeable securities owned by the Holder or any of its Affiliates) and of which such securities shall be exercisable or
exchangeable (as among all such securities owned by the Holder) shall, subject to such Maximum Percentage limitation, be determined
on the basis of the first submission to the Company for conversion, exercise or exchange (as the case may be). No prior inability
to exercise or exchange this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of
this paragraph with respect to any subsequent determination of exercisability or exchangeability.


 


For the purposes of this
paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations
of percentage ownership) shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended
(the “1934 Act”), and the rules and regulations promulgated thereunder. The provisions of this paragraph shall
be implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any
portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein
contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation.
The limitations contained in this paragraph shall apply to a successor Holder of this Warrant. The holders of Common Stock shall
be third party beneficiaries of this paragraph and the Company may not amend or waive this paragraph without the consent of holders
of a majority of its Common Stock. For any reason at any time, upon the written or oral request of the Holder, the Company shall
within one (1) Business Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding,
including by virtue of any prior conversion or exercise or exchange of convertible or exercisable or exchangeable securities into
Common Stock, including, without limitation, pursuant to this Warrant.


 


(g) Insufficient Authorized
Shares.


 


The Company shall at all times keep reserved
for issuance under this Warrant a number of shares of Common Stock as shall be necessary to satisfy the Company’s obligation
to issue shares of Common Stock hereunder (without regard to any limitation otherwise contained herein with respect to the number
of shares of Common Stock that may be acquirable upon exercise or exchange of this Warrant). If, notwithstanding the foregoing,
and not in limitation thereof, at any time while any of the Purchased Warrants remain outstanding the Company does not have a sufficient
number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise or exchange
of the Purchased Warrants at least a number of shares of Common Stock equal to the number of shares of Common Stock as shall from
time to time be necessary to effect the exercise or exchange of all of the Purchased Warrants then outstanding (the “Required
Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action
necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve
the Required Reserve Amount for all the Purchased Warrants then outstanding. Without limiting the generality of the foregoing sentence,
as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety (90)
days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its shareholders for the approval
of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each
shareholder with a proxy statement and shall use its commercially reasonable efforts to solicit its shareholders’ approval
of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the shareholders that
they approve such proposal.


 


2. ADJUSTMENT OF EXERCISE PRICE AND
NUMBER OF WARRANT SHARES. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject
to adjustment from time to time as set forth in this Section 2.


 



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(a) Stock Dividends
and Splits. Without limiting any provision of Section 4, if the Company, at any time on or after the Issuance Date, (i) pays
a stock dividend on one or more classes of its then outstanding shares of Common Stock or otherwise makes a distribution on any
class of capital stock that is payable in shares of Common Stock, (ii) subdivides (by any stock split, stock dividend, recapitalization
or otherwise) one or more classes of its then outstanding shares of Common Stock into a larger number of shares or (iii) combines
(by combination, reverse stock split or otherwise) one or more classes of its then outstanding shares of Common Stock into a smaller
number of shares, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the
number of shares of Common Stock outstanding immediately before such event and of which the denominator shall be the number of
shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall
become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution,
and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date
of such subdivision or combination. If any event requiring an adjustment under this paragraph occurs during the period that an
Exercise Price is calculated hereunder, then the calculation of such Exercise Price shall be adjusted appropriately to reflect
such event.


 


(b) [RESERVED].


 


(c) Number of Warrant
Shares. Simultaneously with any adjustment to the Exercise Price pursuant to paragraph (a) of this Section 2, the number of
Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after
such adjustment the Aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the
Aggregate Exercise Price in effect immediately prior to such adjustment (without regard to any limitations on exercise contained
herein). In addition, and notwithstanding anything to the contrary contained herein, (x) upon a Cashless Exercise as set forth
in Section 1(d) hereof, the number of Warrant Shares for which this Warrant is exercisable immediately following such Cashless
Exercise shall be equal to (i) the number of Warrant Shares for which this Warrant was exercisable immediately prior to such Cashless
Exercise less (ii) the number of Warrant Shares as to which such Cashless Exercise was exercised (such number of Warrant
Shares in this clause (ii) in respect of such Cashless Exercise being equal to “A” in such Cashless Exercise formula
in respect of such Cashless Exercise) and (y) the number of Warrant Shares issuable hereunder shall automatically be increased,
as necessary, to enable to the Company to comply with its obligations to issue the Net Number of shares of Common Stock under Section
1(d) hereof upon any Cashless Exercise hereunder.


 


(d) Calculations.
All calculations under this Section 2 shall be made by rounding to the nearest 1/10000th of a cent and the nearest 1/100th of a
share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held
by or for the account of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.


 


(e) Other Events.
In the event that the Company shall take any similar action to which the provisions hereof are not strictly applicable, or, if
applicable, would not operate to protect the Holder from dilution or if any event occurs of the type contemplated by the provisions
of this Section 2 but not expressly provided for by such provisions, then the Company’s board of directors shall in good
faith determine and implement an appropriate adjustment in the Exercise Price and the number of Warrant Shares (if applicable)
so as to protect the rights of the Holder, provided that no such adjustment pursuant to this Section 2(e) will increase the Exercise
Price or decrease the number of Warrant Shares as otherwise determined pursuant to this Section 2, provided further that if the
Required Holders (as defined below) do not accept such adjustments as appropriately protecting its interests hereunder against
such dilution, then the Company’s board of directors and the Required Holders shall agree, in good faith, upon an independent
investment bank of nationally recognized standing to make such appropriate adjustments, whose determination shall be final and
binding and whose fees and expenses shall be borne by the Company.


 



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3. RIGHTS UPON DISTRIBUTION OF ASSETS.
In addition to any adjustments pursuant to Section 2 above, if the Company, at any time prior to the Expiration Date, shall declare
or make any dividend or other distribution of its assets (or rights to acquire its assets) to all or substantially all of the holders
of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock
or other securities, indebtedness, property or options by way of a dividend, spin off, reclassification, corporate rearrangement,
scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this
Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the
Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise
of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Maximum Percentage) immediately
before the date on which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record
holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, to the extent
that the Holder’s right to participate in any such Distributions would result in the Holder exceeding the Maximum Percentage,
then the Holder shall not be entitled to participate in such Distribution to such extent (or the beneficial ownership of any such
shares of Common Stock as a result of such Distribution to such extent) and such Distribution to such extent shall be held in abeyance
for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Maximum
Percentage), provided further, such Distribution shall be held in abeyance for the benefit of the Holder until such time as the
Holder exercises this Warrant (whether in whole or in part), and subject to the foregoing proviso, upon each exercise of this Warrant
the Company shall make such Distribution to the Holder with respect to each Warrant Share for which this Warrant is so exercised
until such time as this Warrant has been exercised in full).


 


4. PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.


 


(a) Purchase Rights.
In addition to any adjustments pursuant to Section 2 above, if the Company, at any time prior to the Expiration Date, grants, issues
or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to all
or substantially all of the record holders of any class of shares of Common Stock (the “Purchase Rights”), then
the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which
the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of
this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Maximum Percentage) immediately
before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken,
the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase
Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in
the Holder exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to such
extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase
Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in
the Holder exceeding the Maximum Percentage), and provided further, that such Purchase Rights shall be held in abeyance for the
benefit of the Holder until such time as the Holder exercises this Warrant (whether in whole or in part), and subject to the foregoing
proviso, upon each exercise of this Warrant the Company shall deliver such Purchase Rights to the Holder with respect to each Warrant
Share for which this Warrant is so exercised until such time as this Warrant has been exercised in full).


 


(b) Fundamental Transactions.
The Company shall not enter into or be party to a Fundamental Transaction unless the Successor Entity assumes in writing all of
the obligations of the Company under this Warrant in accordance with the provisions of this Section 4(b) pursuant to written agreements
in form and substance reasonably satisfactory to the Required Holders and approved by the Required Holders prior to such Fundamental
Transaction, including agreements confirming the obligations of the Successor Entity as set forth in this paragraph (b) and (c)
and elsewhere in this Warrant and an obligation to deliver to the Holder in exchange for this Warrant a security of the Successor
Entity evidenced by a written instrument substantially similar in form and substance to this Warrant, including, without limitation,
which is exercisable for a corresponding number of shares of capital stock equivalent to the shares of Common Stock acquirable
and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such
Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock
(but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value
of such shares of capital stock for the purpose of protecting the economic value of this Warrant immediately prior to the consummation
of such Fundamental Transaction). Notwithstanding the foregoing, at the election of the Holder upon exercise of this Warrant following
a Fundamental Transaction, the Successor Entity shall deliver to the Holder, in lieu of the shares of Common Stock (or other securities,
cash, assets or other property (except such items still issuable under Sections 3 and 4(a) above, which shall continue to be receivable
thereafter)) issuable upon the exercise of this Warrant prior to the applicable Fundamental Transaction, such shares of common
stock (or its equivalent) of the Successor Entity (including its Parent Entity), or other securities, cash, assets or other property,
which the Holder would have been entitled to receive upon the happening of the applicable Fundamental Transaction had this Warrant
been exercised immediately prior to the applicable Fundamental Transaction (without regard to any limitations on the exercise of
this Warrant).


 



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(c) Black Scholes
Value—FT. Notwithstanding the foregoing and the provisions of Section 4(b) above, at the request of the Holder delivered
at any time commencing on the date of the consummation of any such Fundamental Transaction through the date that is thirty (30)
days after the consummation of any such Fundamental Transaction, the Company or the Successor Entity, at the election of the Holder,
shall purchase this Warrant from the Holder on the date of such request by paying to the Holder cash in an amount equal to the
Black Scholes Value—FT.


 


(d) Application.
The provisions of this Section 4 shall apply similarly and equally to successive Fundamental Transactions and shall be applied
as if this Warrant (and any such subsequent warrants issued hereunder) were fully exercisable and without regard to any limitations
on the exercise of this Warrant (provided that the Holder shall continue to be entitled to the benefit of the Maximum Percentage,
applied however with respect to shares of capital stock registered under the 1934 Act and thereafter receivable upon exercise
of this Warrant (or any such other warrant)).


 


5. NONCIRCUMVENTION. The Company
hereby covenants and agrees that the Company will not, by amendment of its Charter (as defined in the Underwriting Agreement),
Bylaws (as defined in the Underwriting Agreement) or through any reorganization, transfer of assets, consolidation, merger, scheme
of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant
and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the
Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the
Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may
validly and legally issue fully paid and non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall,
so long as any of the Purchased Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized
and unissued shares of Common Stock, solely for the purpose of effecting the exercise of the Purchased Warrants, the maximum number
of shares of Common Stock as shall from time to time be necessary to effect the exercise of the Purchased Warrants then outstanding
(without regard to any limitations on exercise).


 


6. WARRANT HOLDER NOT DEEMED A SHAREHOLDER.
Except as otherwise specifically provided herein, the Holder, solely in its capacity as a holder of this Warrant, shall not be
entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything
contained in this Warrant be construed to confer upon the Holder, solely in its capacity as the Holder of this Warrant, any of
the rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any
reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings,
receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which it is then
entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as
imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a shareholder
of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section
6, the Company shall provide the Holder with copies of the same notices and other information given to the shareholders of the
Company generally, contemporaneously with the giving thereof to the shareholders; provided however, that the Company shall not
be obligated to provide such information if it is filed with the SEC through EDGAR and available to the public through the EDGAR
system.


 


7. REISSUANCE OF WARRANTS.


 


(a) Transfer of Warrant.
If this Warrant is to be transferred, the Holder shall surrender this Warrant (or the Book Entry Warrant Certificate) to the Company
or the Warrant Agent (or other designated agent), whereupon the Company or the Warrant Agent (or other designated agent) will forthwith
issue and deliver upon the order of the Holder a new Warrant (or Book Entry Warrant Certificate) (in accordance with Section 7(d)),
registered as the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the
Holder and, if less than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (or
Book Entry Warrant Certificate) (in accordance with Section 7(d)) to the Holder representing the right to purchase the number of
Warrant Shares not being transferred.


 



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(b) Lost, Stolen or
Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant (or the Book Entry Warrant Certificate) (as to which a written certification and the indemnification
contemplated below shall suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking
by the Holder to the Company in customary and reasonable form (including posting a bond) and, in the case of mutilation, upon surrender
and cancellation of this Warrant (or the Book Entry Warrant Certificate), the Company shall execute and deliver to the Holder a
new Warrant (or Book Entry Warrant Certificate) (in accordance with Section 7(d)) representing the right to purchase the Warrant
Shares then underlying this Warrant.


 


(c) Exchangeable for
Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof (or of the Book Entry Warrant Certificate) by the
Holder at the principal office of the Company, for a new Warrant or Warrants (or Book Entry Warrant Certificates) (in accordance
with Section 7(d)) representing in the aggregate the right to purchase the number of Warrant Shares then underlying this Warrant,
and each such new Warrant (or Book Entry Warrant Certificate) will represent the right to purchase such portion of such Warrant
Shares as is designated by the Holder at the time of such surrender; provided, however, no warrants for fractional shares of Common
Stock shall be given.


 


(d) Issuance of New
Warrants. Whenever the Company is required to issue a new Warrant (or Book Entry Warrant Certificate) pursuant to the terms
of this Warrant, such new Warrant (or Book Entry Warrant Certificate) (i) shall be of like tenor with this Warrant (or Book Entry
Warrant Certificate), (ii) shall represent, as indicated on the face of such new Warrant (or Book Entry Warrant Certificate), the
right to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant (or Book Entry Warrant Certificate)
being issued pursuant to Section 7(a) or Section 7(c), the Warrant Shares designated by the Holder which, when added to the number
of shares of Common Stock underlying the other new Warrants (or Book Entry Warrant Certificates) issued in connection with such
issuance, does not exceed the number of Warrant Shares then underlying this Warrant), (iii) shall have an issuance date, as indicated
on the face of such new Warrant (or Book Entry Warrant Certificate) which is the same as the Issuance Date, and (iv) shall have
the same rights and conditions as this Warrant.


 


8. NOTICES. Whenever notice is required
to be given under this Warrant, unless otherwise provided herein, such notice shall be in writing and shall be deemed given (w)
the date of transmission, if such notice or communication is delivered via facsimile or email at the number or email address set
forth below prior to 5:00 p.m. (New York time) on a Business Day, (x) on the date delivered, if delivered personally, (y) on the
first Business Day following the deposit thereof with Federal Express or another recognized overnight courier, if sent by Federal
Express or another recognized overnight courier, and (z) on the fourth Business Day following the mailing thereof with postage
prepaid, if mailed by registered or certified mail (return receipt requested), in each case to the parties at the following addresses
(or at such other address for a party as shall be specified by like notice).


 


	 	(a) 	If to the Company, to:
	 	 	 
	 	 	Blue Calypso, Inc. 
	 	 	101 W. Renner Road, Suite 280
	 	 	Richardson, Texas 75082
	 	 	Attention: Andrew Levi, CEO
	 	 	Facsimile: [  ] 
	 	 	Email: alevi@bluecalypso.com
	 	 	 
	 	(b)	
        If to the Warrant Agent, to:

         

	 	 	Action Stock Transfer Corp.
	 	 	2469 Fort Union Blvd.#214
	 	 	Cottonwood Heights, Utah 84121
	 	 	Attention: Justeene Blankenship
	 	 	Email: jb@actionstocktransfer.com






    	8



    	 



    

 


(c) If to the Holder,
to the address of such holder as shown on the Warrant Register. Any notice required to be delivered by the Company to the Holder
may be given by the Warrant Agent on behalf of the Company. The Company shall provide the Holder with prompt written notice of
all actions taken pursuant to this Warrant, including in reasonable detail a description of such action and the reason therefor.
Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i) as soon as practicable
upon each adjustment of the Exercise Price and the number of Warrant Shares, setting forth in reasonable detail, and certifying,
the calculation of such adjustment(s) and (ii) at least fifteen (15) days prior to the date on which the Company closes its books
or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants,
issuances or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities, indebtedness, or other
property pro rata to holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction,
dissolution or liquidation, provided in each case that such information (to the extent it constitutes, or contains, material, non-public
information regarding the Company or any of its Subsidiaries shall be made known to the public prior to or in conjunction with
such notice being provided to the Holder and (iii) at least ten (10) Trading Days prior to the consummation of any Fundamental
Transaction. To the extent that any notice provided hereunder (whether under this Section 8 or otherwise) constitutes, or contains,
material, non-public information regarding the Company or any of its Subsidiaries, the Company shall simultaneously file such notice
with the SEC pursuant to a Current Report on Form 8-K.


  


9. AMENDMENT AND WAIVER. Except
as otherwise expressly set forth herein, the provisions of this Warrant may be amended only with the written consent of the Company
and the Holders holding 100% of the then outstanding Warrants. Except as otherwise expressly set forth herein, no waiver shall
be effective unless it is in writing and signed by an authorized representative of the waiving party, and any waiver of any provision
of this Warrant made in conformity with the provisions of this Section 9 shall be binding on the Holder, provided that no such
waiver shall be effective to the extent that it (1) applies to less than all Purchased Warrants then outstanding (unless a party
gives a waiver as to itself only) or (2) imposes any obligation or liability on the Holder without the Holder’s prior written
consent (which may be granted or withheld in the Holder’s sole discretion). Notwithstanding the foregoing, nothing contained
in this Section 9 shall permit any amendment or waiver of any provision of Section 1(f).


 


10. SEVERABILITY. If any provision
of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction,
the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent
that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity
of the remaining provisions of this Warrant so long as this Warrant as so modified continues to express, without material change,
the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability
of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties
or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good
faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which
comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).


 


11. GOVERNING LAW. This Warrant
shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation
and performance of this Warrant shall be governed by, the internal laws of the State of New York, without giving effect to any
choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause
the application of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably submits to the
exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication
of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby
irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to
the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue
of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law. Nothing contained herein shall (i) be deemed or operate to preclude the Holder from bringing
suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to
the Holder or to enforce a judgment or other court ruling in favor of the Holder or (ii) limit, or be deemed to limit, any provision
of Section 13. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 



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12. CONSTRUCTION; HEADINGS. This
Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any Person as the
drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or affect the interpretation
of, this Warrant.


 


13. DISPUTE RESOLUTION.


 


(a) Disputes Over
the Exercise Price, Exchange Amount, Closing Sale Price, Bid Price, the Black Scholes Value—FT or Fair Market Value.


 


(i) In the case of
a dispute relating to the Exercise Price, the Exchange Amount, the Closing Sale Price, the Closing Bid Price, the Bid Price, the
Black Scholes Value—FT or fair market value (as the case may be) (including, without limitation, a dispute relating to the
determination of any of the foregoing), the Company or the Required Holders (as the case may be) shall submit the dispute via e-mail
or facsimile (I) within twenty (20) Business Days after delivery of the applicable notice giving rise to such dispute to the Company
or the Required Holders (as the case may be) or (II) if no notice gave rise to such dispute, at any time after the Required Holders
learned of the circumstances giving rise to such dispute. If the Required Holders and the Company are unable to resolve such dispute
relating to the Exercise Price, the Exchange Amount, the Closing Sale Price, the Closing Bid Price, the Bid Price, the Black Scholes
Value—FT or fair market value (as the case may be) by 5:00 p.m. (New York time) on the third (3rd) Business Day following
such delivery by the Company or the Required Holders (as the case may be) of such dispute to the Company or the Required Holders
(as the case may be), then the Required Holders shall select an independent, reputable investment bank to resolve such dispute.


 


(ii) The Required Holders
and the Company shall each deliver to such investment bank (x) a copy of the initial dispute submission so delivered in accordance
with the first sentence of this Section 13(a) and (y) written documentation supporting its position with respect to such dispute,
in each case, no later than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately following the date on which the
Required Holders selected such investment bank (the “Dispute Submission Deadline”) (the documents referred to
in the immediately preceding clauses (x) and (y) are collectively referred to herein as the “Required Dispute Documentation”)
(it being understood and agreed that if either the Required Holders or the Company fails to so deliver all of the Required Dispute
Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation
shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to
such investment bank with respect to such dispute and such investment bank shall resolve such dispute based solely on the Required
Dispute Documentation that was delivered to such investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed
to in writing by both the Company and the Required Holders or otherwise requested by such investment bank, neither the Company
nor the Required Holders shall be entitled to deliver or submit any written documentation or other support to such investment bank
in connection with such dispute (other than the Required Dispute Documentation).


 


(iii) The Company and
the Required Holders shall cause such investment bank to determine the resolution of such dispute and notify the Company and the
Required Holders of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline.
The fees and expenses of such investment bank shall be borne by the Company (provided that such fees and expenses shall be borne
equally by the Company and the Required Holders only if such investment bank’s determination of the disputed Exercise Price,
Exchange Amount, Closing Sale Price, Closing Bid Price, Bid Price, Black Scholes Value—FT or fair market value (as the case
may be) was equal to or greater than 98% of the Company’s determination thereof that gave rise to the applicable dispute),
and such investment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.


 


(b) Disputes Over
Arithmetic Calculation of Warrant Shares.


 



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(i) In the case of
a dispute as to the arithmetic calculation of the number of Warrant Shares, the Company or the Required Holders (as the case may
be) shall submit the disputed arithmetic calculation via facsimile (i) within twenty (20) Business Days after delivery of the applicable
notice giving rise to such dispute to the Company or the Required Holders (as the case may be) or (ii) if no notice gave rise to
such dispute, at any time after the Required Holders learned of the circumstances giving rise to such dispute. If the Required
Holders and the Company are unable to resolve such disputed arithmetic calculation of the number of Warrant Shares by 5:00 p.m.
(New York time) on the third (3rd) Business Day following such delivery by the Company or the Required Holders (as the case may
be) of such disputed arithmetic calculation of the number of Warrant Shares to the Company or the Required Holders (as the case
may be), then the Required Holders shall select an independent, reputable accountant or accounting firm to perform such disputed
arithmetic calculation of the number of Warrant Shares.


 


(ii) The Required Holders
and the Company shall each deliver to such accountant or accounting firm (as the case may be) (x) a copy of the initial dispute
submission so delivered in accordance with the first sentence of this Section 13(b) and (y) written documentation supporting its
position with respect to such disputed arithmetic calculation of the number of Warrant Shares, in each case, no later than 5:00
p.m. (New York time) by the fifth (5th) Business Day immediately following the date on which the Required Holders selected such
accountant or accounting firm (as the case may be) (the “Submission Deadline”) (the documents referred to in
the immediately preceding clauses (x) and (y) are collectively referred to herein as the “Required Documentation”)
(it being understood and agreed that if either the Required Holders or the Company fails to so deliver all of the Required Documentation
by the Submission Deadline, then the party who fails to so submit all of the Required Documentation shall no longer be entitled
to (and hereby waives its right to) deliver or submit any written documentation or other support to such accountant or accounting
firm (as the case may be) with respect to such disputed arithmetic calculation of the number of Warrant Shares and such accountant
or accounting firm (as the case may be) shall perform such disputed arithmetic calculation of the number of Warrant Shares based
solely on the Required Documentation that was delivered to such accountant or accounting firm (as the case may be) prior to the
Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Required Holders or otherwise requested
by such accountant or accounting firm (as the case may be), neither the Company nor the Required Holders shall be entitled to deliver
or submit any written documentation or other support to such accountant or accounting firm (as the case may be) in connection with
such disputed arithmetic calculation of the number of Warrant Shares (other than the Required Documentation).


 


(iii) The Company and
the Required Holders shall cause such accountant or accounting firm (as the case may be) to perform such disputed arithmetic calculation
and notify the Company and the Required Holders of the results no later than ten (10) Business Days immediately following the Submission
Deadline. The fees and expenses of such accountant or accounting firm (as the case may be) shall be borne solely by the Company,
and such accountant’s or accounting firm’s (as the case may be) arithmetic calculation shall be final and binding upon
all parties absent manifest error.


 


(c) Miscellaneous.
The Company expressly acknowledges and agrees that (i) this Section 13 constitutes an agreement to arbitrate between the Company
and the Required Holders (and constitutes an arbitration agreement) under § 7501, et seq. of the New York Civil Practice Law
and Rules (“CPLR”) and that each party is authorized to apply for an order to compel arbitration pursuant to
CPLR § 7503(a) in order to compel compliance with this Section 13, (ii) the terms of this Warrant shall serve as the basis
for the selected investment bank’s resolution of the applicable dispute, such investment bank shall be entitled (and is hereby
expressly authorized) to make all findings, determinations and the like that such investment bank determines are required to be
made by such investment bank in connection with its resolution of such dispute and in resolving such dispute such investment bank
shall apply such findings, determinations and the like to the terms of this Warrant, (iii) the terms of this Warrant shall serve
as the basis for the selected accountant’s or accounting firm’s performance of the applicable arithmetic calculation
of the number of Warrant Shares, (iv) for clarification purposes and without implication that the contrary would otherwise be true,
disputes relating to matters described in Section 13(a) shall be governed by Section 13(a) and not by Section 13(b), (v) the Required
Holders (and only the Required Holders), in their sole discretion, shall have the right to submit any dispute described in this
Section 13 to any state or federal court sitting in The City of New York, Borough of Manhattan in lieu of utilizing the procedures
set forth in this Section 13 and (vi) nothing in this Section 13 shall limit the Holder from obtaining any injunctive relief or
other equitable remedies (including, without limitation, with respect to any matters described in Section 13(a) or Section 13(b)).


 



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14. REMEDIES, CHARACTERIZATION, OTHER
OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in addition to all
other remedies available under this Warrant, at law or in equity (including a decree of specific performance and/or other injunctive
relief), and nothing herein shall limit the right of the Holder to pursue damages for any failure by the Company to comply with
the terms of this Warrant. The Company covenants to the Holder that there shall be no characterization concerning this instrument
other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, exercises and the like
(and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein,
be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of
its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate.
The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled,
in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic
loss and without any bond or other security being required. The Company shall provide all information and documentation to the
Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions
of this Warrant (including, without limitation, compliance with Section 2 hereof). The issuance of shares and certificates for
shares as contemplated hereby upon the exercise of this Warrant shall be made without charge to the Holder or such shares for any
issuance tax or other costs in respect thereof, provided that the Company shall not be required to pay any tax which may be payable
in respect of any transfer involved in the issuance and delivery of any certificate in a name other than the Holder or its agent
on its behalf.


 


15. TRANSFER. This Warrant may be
offered for sale, sold, transferred or assigned without the consent of the Company.


 


16. CERTAIN DEFINITIONS. For purposes
of this Warrant, the following terms shall have the following meanings:


 


(a) “Bid Price”
means, for any security as of the particular time of determination, the bid price for such security on the Principal Market as
reported by Bloomberg as of such time of determination, or, if the Principal Market is not the principal securities exchange or
trading market for such security, the bid price of such security on the principal securities exchange or trading market where such
security is listed or traded as reported by Bloomberg as of such time of determination, or if the foregoing does not apply, the
bid price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg
as of such time of determination, or, if no bid price is reported for such security by Bloomberg as of such time of determination,
the average of the bid prices of all of the market makers for such security as reported in the “pink sheets” by OTC
Markets Group Inc. as of such time of determination. If the Bid Price cannot be calculated for a security as of the particular
time of determination on any of the foregoing bases, the Bid Price of such security as of such time of determination shall be the
fair market value as mutually determined by the Company and the Required Holders. If the Company and the Required Holders are unable
to agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in
Section 13. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other
similar transaction during such period.


 


(b) “Black Scholes
Value” means the Black Scholes value of an option for one share of Common Stock at the date of the applicable Cashless
Exercise, as such Black Scholes value is determined, calculated using the Black Scholes Option Pricing Model obtained from the
“OV” function on Bloomberg utilizing (i) an underlying price per share equal to the Closing Bid Price of the Common
Stock as of the Date of Issuance (adjusted to the same extent that the Exercise Price hereunder has been adjusted pursuant to Section
2(a) hereof), (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of
the Warrant as of the applicable Cashless Exercise, (iii) a strike price equal to the Exercise Price in effect at the time of the
applicable Cashless Exercise, (iv) an expected volatility equal to [250]% and (v) a remaining term of such option equal to five
(5) years (regardless of the actual remaining term of the Warrant).


 



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(c) “Black Scholes
Value—FT” means the value of the unexercised portion of this Warrant remaining on the date of the Holder’s
request pursuant to Section 4(c), which value is calculated using the Black Scholes Option Pricing Model obtained from the “OV”
function on Bloomberg utilizing (i) an underlying price per share equal to the greater of (1) the highest Closing Sale Price of
the Common Stock during the period beginning on the Trading Day immediately preceding the earliest to occur of (x) the public disclosure
of the applicable Fundamental Transaction, (y) the consummation of the applicable Fundamental Transaction and (z) the date on which
the Holder first became aware of the applicable Fundamental Transaction and ending on the Trading Day of the Holder’s request
pursuant to Section 4(c) and (2) the sum of the price per share being offered in cash in the applicable Fundamental Transaction
(if any) plus the value of the non-cash consideration being offered in the applicable Fundamental Transaction (if any), (ii) a
strike price equal to the Exercise Price in effect on the date of the Holder’s request pursuant to Section 4(c), (iii) a
risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the greater of (1) the remaining term of
this Warrant as of the date of the Holder’s request pursuant to Section 4(c) and (2) the remaining term of this Warrant as
of the date of consummation of the applicable Fundamental Transaction and (iv) an expected volatility equal to the greater of [250]%
and the 100 day volatility obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as
of the Trading Day immediately following the earliest to occur of (x) the public disclosure of the applicable Fundamental Transaction,
(y) the consummation of the applicable Fundamental Transaction and (z) the date on which the Holder first became aware of the applicable
Fundamental Transaction.


 


(d) “Bloomberg”
means Bloomberg, L.P.


 


(e) “Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed.


  


(f) “Closing
Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing bid price
and the last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the
Principal Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade
price (as the case may be) then the last bid price or last trade price, respectively, of such security prior to 4:00:00 p.m., New
York time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for
such security, the last closing bid price or last trade price, respectively, of such security on the principal securities exchange
or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the average
of the bid prices, or the ask prices, respectively, of all of the market makers for such security as reported in the “pink
sheets” by OTC Markets Group, Inc. If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security
on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price (as the case may be) of such
security on such date shall be the fair market value as mutually determined by the Company and the Required Holders. If the Company
and the Required Holders are unable to agree upon the fair market value of such security, then such dispute shall be resolved in
accordance with the procedures in Section 13. All such determinations shall be appropriately adjusted for any stock dividend, stock
split, stock combination or other similar transaction during such period.


 


(g) “Common
Stock” means (i) the Company’s shares of common stock, $0.0001 par value per share, and (ii) any capital stock
into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.


 


(h) “Convertible
Securities” means any stock, note, debenture or other security (other than Options) that is, or may become, at any time
and under any circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles
the holder thereof to acquire, any shares of Common Stock.


 


(i) “Early Exercise
Trigger Date” means either: (i) 15 days after the tenth (10th) consecutive trading day upon which the Common Stock trades
above 200% of the Exercise Price (subject to adjustment as set forth in Section 2), or (ii) immediately upon the delisting of the
Units, provided, however, that such 10-day period under (i) cannot begin, nor any Early Exercise Trigger Date cannot take place
until at least thirty (60) days after the date of the prospectus included in the registration statement pursuant to which the Units
were issued of which this Warrant was a component (the “Date of Issuance”).


 



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(j) “Eligible
Market” means the NYSE MKT, the New York Stock Exchange, The Nasdaq Global Select Market, The Nasdaq Global Market, the
Principal Market, the OTCQX or the OTCQB (or any successor to any of the foregoing).


 


(k) “Equity
Conditions” means: (i) the Company shall have complied in all material respects with all applicable securities laws and
regulations and all rules and regulations of the Eligible Markets in respect of the offer, sale and issuance of the Securities,
(ii) the Common Stock (including all shares of Common Stock to be received by Holder) shall be listed or designated for quotation
(as applicable) on an Eligible Market and no Trading Market Event (or event which with notice or passage of time would be a Trading
Market Event) has occurred, nor shall delisting or suspension by any Eligible Market be pending or threatened, unless upon the
occurrence of such Trading Market Event, delisting or suspension, the Common Stock would be eligible for listing or for quotation
(as applicable) on another Eligible Market, (iii) the Company shall be in compliance in all material respects with all of its obligations
under this Warrant, (iv) each of the Registration Statement (as defined in the Underwriting Agreement) and the prospectus contained
therein shall be effective and fully available for use with respect to the issuance of all of the Securities, including, without
limitation, any Warrant Shares issued pursuant to a cash exercise hereof, (v) all Warrant Shares (including any Warrant Shares
to be received upon exercise or exchange of this Warrant and including any Warrant Shares to be issued in a cash exercise, but
taking into account the limitations of Section 1(f)) shall be then (or upon such issuance (as the case may be)) freely tradable
by the Holder without restriction of any kind or nature (and the Company shall have no knowledge of any fact which would reasonably
be expected to negate the foregoing in the foreseeable future), (vi) no limitation shall be applicable with respect to the issuance
of any Warrant Shares hereunder (other than under Section 1(f)), and (vii) the Company is fully reporting under the Securities
Exchange Act of 1934, as amended (“1934 Act”). For purposes hereof, a “Trading Market Event”
shall mean if the Company or the Common Stock or any shares of Common Stock issued or issuable hereunder shall cease or fail to
be listed for trading or quoted on any Eligible Market or shall fall below any dollar threshold for listing or qualification or
the Company shall then not be in compliance with any applicable listing or qualification standard (or will be with the passage
of time).


 





(l) “Equity
Conditions Failure” means that on any applicable date of determination, any of the Equity Conditions have not been satisfied.


 


(m) “Expiration
Date” means the date that is the fifth (5th) anniversary of the Issuance Date or, if such date falls on a day other than
a Business Day or on which trading does not take place on the Principal Market (a “Holiday”), the next date
that is not a Holiday.


 


(n) “Fundamental
Transaction” means that (i) the Company or any of its Subsidiaries shall, directly or indirectly, in one or more related
transactions, (1) consolidate or merge with or into (whether or not the Company or any of its Subsidiaries is the surviving corporation)
any other Person unless the shareholders of the Company immediately prior to such consolidation or merger continue to hold more
than 50% of the outstanding shares of Voting Stock after such consolidation or merger, or (2) sell, lease, license, assign, transfer,
convey or otherwise dispose of all or substantially all of its respective properties or assets to any other Person, or (3) allow
any other Person to make a purchase, tender or exchange offer that is accepted by the holders of more than 50% of the outstanding
shares of Voting Stock of the Company (not including any shares of Voting Stock of the Company held by the Person or Persons making
or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange offer), or (4)
consummate a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spin-off or scheme of arrangement) with any other Person whereby such other Person acquires more than 50% of
the outstanding shares of Voting Stock of the Company (not including any shares of Voting Stock of the Company held by the other
Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or
share purchase agreement or other business combination), or (ii) any “person” or “group” (as these terms
are used for purposes of Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations promulgated thereunder) is or shall
become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of the
aggregate ordinary voting power represented by issued and outstanding Voting Stock of the Company.


 


(o) “Options”
means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.


 



    	14



    	 



    

 





(p) “Parent
Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose common stock
or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity,
the Person or Parent Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.


 


(q) “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity or a government or any department or agency thereof.


 


(r) “Principal
Market” means The Nasdaq Capital Market.


 


(s) “Required
Holders” means, collectively, as of a particular time of determination, (as applicable) holders of Purchased Warrants
then exercisable for an aggregate number of shares of Common Stock equal to at least 66.7% of the number of shares of Common Stock
issuable upon exercise of all Purchased Warrants outstanding as of such time of determination (disregarding all limitations on
exercise set forth in the Purchased Warrants).


 


(t) “Successor
Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting from or surviving
any Fundamental Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental Transaction
shall have been entered into.


 


(u) “Trading
Day” means, as applicable, (x) with respect to all price determinations relating to the Common Stock, any day on which
the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Common
Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded, provided that “Trading
Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5
hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or
if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the
hour ending at 4:00:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the Holder or
(y) with respect to all determinations other than price determinations relating to the Common Stock, any day on which The New York
Stock Exchange (or any successor thereto) is open for trading of securities.


 


(v) “Voting
Stock” of a Person means capital stock of such Person of the class or classes pursuant to which the holders thereof have
the general voting power to elect, or the general power to appoint, at least a majority of the board of directors, managers or
trustees of such Person (irrespective of whether or not at the time capital stock of any other class or classes shall have or might
have voting power by reason of the happening of any contingency).


 


[Signature page follows]


 



    	15



    	 



    

 





IN WITNESS WHEREOF, the Company
has caused this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date set out above.


 


	 	BLUE CALYPSO, INC.
	 	 	 
	 	By:	 
	 	Name:	 Andrew Levi
	 	Title:	Chief Executive Officer


 


[Signature Page to Warrant to Purchase Common
Stock]


 



    	 



    	 



    

 





SCHEDULE A


 


WIRE INSTRUCTIONS FOR CASH EXERCISE 


 


	[NAME OF BANK] 	 
	 	 
	ABA # [  ] 	 
	 	 
	ACCT # [  ] 	 
	 	 
	ACCT NAME: [  ] 	 


Schedule A-1


 


  



    	 



    	 



    




 


EXHIBIT A


 


EXERCISE NOTICE


 


TO BE EXECUTED BY THE REGISTERED HOLDER
TO EXERCISE THIS


 


WARRANT TO PURCHASE COMMON STOCK


 


BLUE CALYPSO, INC.


 


The undersigned holder hereby exercises
the right to purchase of the shares of Common Stock (“Warrant Shares”) of Blue Calypso, Inc., a company incorporated
under the laws of the State of Delaware (the “Company”), evidenced by Warrant to Purchase Common Stock No. [
] (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings
set forth in the Warrant.


 


1. Form of Exercise Price. The Holder
intends that payment of the Exercise Price shall be made as:


 


                         a
“Cash Exercise” with respect to Warrant Shares; and/or


 


                         a
“Cashless Exercise” with respect to Warrant Shares.


 


In the event of a “Cash Exercise”,
this Exercise Notice and the Aggregate Exercise Price shall be delivered to the Warrant Agent. In the event of a “Cashless
Exercise”, this Exercise Notice shall be delivered to the Company.


 


In the event that the Holder has elected
a Cashless Exercise with respect to some or all of the Warrant Shares, the Holder represents and warrants that the Exchange Amount
is $[ ] and, if the Company is permitted to elect to issue shares of Common Stock, shares of Common Stock are to be delivered to
Holder as the Net Number pursuant to such Cashless Exercise, as further specified in Annex A to this Exercise Notice.


 


2. Payment of Exercise Price. In
the event that the Holder has elected a Cash Exercise with respect to some or all of the Warrant Shares, the Holder shall pay the
Aggregate Exercise Price in the sum of $ to the Warrant Agent in accordance with the terms of the Warrant.


 


3. Delivery of Warrant Shares and Net
Number of shares of Common Stock. The Company shall cause the Warrant Agent to deliver to Holder, or its designee or agent
as specified below, shares of Common Stock in respect of the exercise contemplated hereby. Delivery shall be made to Holder, or
for its benefit, to the following address:


 


	 	 
	 	 
	 	 
	 	 


  


 


	 
	 


  


 


	Date:                  ,	 


	 	 
	Name of Registered Holder	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


	 	Account Number:	 	 
	 	 	 	 
	 	(if electronic book entry transfer)	 
	 	 	 	 
	 	Transaction Code Number:	 	 
	 	(if electronic book entry transfer)	 






    	 



    	 



    

  


 


	 


ANNEX A TO EXERCISE NOTICE


 


CASHLESS EXERCISE EXCHANGE CALCULATION



 


TO BE FILLED IN BY THE REGISTERED HOLDER
TO EXCHANGE THIS 


 


WARRANT TO PURCHASE COMMON STOCK FOR
COMMON STOCK IN A 


 


CASHLESS EXERCISE PURSUANT TO SECTION
1(d) OF THE WARRANT 


 


Capitalized terms used herein and not otherwise defined shall
have the respective meanings set forth in the Warrant.


 


Net Number = (A x B)/C = shares of Common Stock


 


For purposes of the foregoing formula:


 


A= the total number of shares with respect to which this Warrant
is then being exercised =                     .


 


B= Black Scholes Value =                        .


 


C= the Closing Bid Price of the Common
Stock the date of such exercise =                  .


 


	Date:                          ,	 
	 	 
	Name of Registered Holder	 


	By:	 	 
	Name:	 	 
	Title:	 	 


Annex A-1


 



    	 



    	 



    

 





EXHIBIT B


 


ACKNOWLEDGMENT


 


The Company hereby acknowledges this Exercise
Notice and hereby directs Action Stock Transfer Corp. to issue the above indicated number of shares of Common Stock.


 


	 	BLUE CALYPSO, INC.
	 	 	 
	 	By: 	 
	 	Name:	 Andrew Levi
	 	Title:	Chief Executive Officer


Exhibit B-1