ex10-9.htm


    
      

    

    Exhibit
10.9

    
 

    SECURITIES
PURCHASE AGREEMENT

    


    Securities Purchase Agreement dated as
of July 20, 2009 (“Agreement”) by and among MacroSolve, Inc., an Oklahoma
corporation, with principal executive offices located at 1717 South Boulder
Ave., Suite 700, Tulsa, Oklahoma 74119 (the “Company”), and the persons
identified in Exhibit
A hereto who execute the Buyer Signature Page attached hereto
(“Buyers”).

    


    WHEREAS, Buyers desire to purchase from
the Company, and the Company desires to issue and sell to Buyers, upon the terms
and subject to the conditions of this Agreement, the Floating Rate Convertible
Subordinated Debentures of the Company (the “Debentures”)  in the
aggregate principal amount of $2,201,165; and

    


    WHEREAS, in conjunction with the
Debentures, the Company will issue Warrants (the “Warrants”) to purchase common
stock, $0.01 par value per share, of the Company (“Common Stock”) to the Buyers;
and

    


    WHEREAS, upon the terms and subject to
the conditions set forth herein and in the Debentures and the Warrants, the
Debentures and the Warrants will be convertible and exercisable, respectively,
into shares of Common Stock;

    


    NOW, THEREFORE, in consideration of the
premises and the mutual covenants contained herein, the parties hereto,
intending to be legally bound, hereby agree as follows:

    


    I.             
PURCHASE AND SALE OF THE DEBENTURES AND WARRANTS.

    


    A.           Transaction.  Buyers
hereby agree to purchase from the Company, and the Company has offered and
hereby agrees to issue and sell to Buyers in a transaction exempt from the
registration and prospectus delivery requirements of the Securities Act of 1933,
as amended (the “Securities Act”), the Debentures and the
Warrants.  The Debentures and the Warrants purchased shall be in
substantially the form and shall contain the terms and conditions set forth in
Exhibits B and
C, respectively.

    


    B.           
Purchase Price; Form
of Payment.

    


    1.           The
aggregate purchase price for the Debentures to be purchased by Buyers shall be
$2,201,165 (the “Purchase Price”).  Each Buyer shall purchase the
Debentures and pay their respective portion of the Purchase Price set forth in
Exhibit
A.

    


    2.           Simultaneously
with the execution of this Agreement, Buyers shall pay that portion of the
Purchase Price set forth in Exhibit A (the
“Initial Purchase Price”) by cash or wire transfer of immediately available
funds to the Company or by the release and discharge of indebtedness of the
Company to the Buyer in the form provided as Exhibit D.
Simultaneously with the execution of this Agreement, the Company shall deliver
Debentures (which shall have been duly authorized, issued and executed I/N/O
Buyer or I/N/O Buyer’s nominee) in principal amounts equal to the Initial
Purchase Price as set forth in Exhibit
A.  The Company shall also deliver Warrants exercisable for
that number of shares of Common Stock that the Debentures would be convertible
into at the Initial Conversion Price as provided in the Debentures.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.           Thereafter,
as set forth in Exhibit A, Buyers
shall pay cash or send via wire transfer of immediately available funds the
unpaid Purchase Price as provided in Exhibit A (“Remaining
Purchase Price”), and the Company shall deliver additional Debentures and
Warrants (which shall have been duly authorized, issued and executed I/N/O Buyer
or I/N/O Buyer’s nominee and dated as of the date of the monthly payment) for
that portion of the Remaining Purchase Price.

    


    4.           The
Remaining Purchase Price shall be due and payable upon satisfaction by the
Company of the milestones set forth in Exhibit F (the
“milestones”).  John Clerico, a Buyer identified in Exhibit A
(“Clerico”), shall determine whether milestones have been met and may, in his
discretion (which may be exercised in an arbitrary manner), modify the
milestones or waive compliance with any one of them.  Clerico may
temporarily or permanently excuse the payment of all or a portion of the
Remaining Purchase Price for the Buyers on a pro rata basis if Clerico
determines in his discretion that the Company does not have the cash
requirements for the payment.  If Clerico notifies the Company and the
Buyers that the payment of the Remaining Purchase Price by the Buyers should be
suspended for the failure of the Company to meet a milestone as determined in
Clerico’s sole and absolute discretion (which may be exercised in an arbitrary
manner), then the obligations of the Buyers for the unpaid Remaining Purchase
Price shall be suspended and shall not be legally enforceable by the Company
against the Buyers until Clerico reinstates the payment obligation of the Buyers
by notice to the Company and the Buyers.  In the event the payment
obligation of the Buyers is suspended and thereafter is reinstated by Clerico,
the next payment obligation of the unpaid Remaining Purchase Price shall be in
thirty (30) days from notice by Clerico of the reinstatement of the
obligation.  Any subsequent payments shall be due in the same
frequency relative to the suspended payment as provided in Exhibit A for the
payments before the suspension.

    


    II.           
BUYERS’ REPRESENTATIONS AND WARRANTIES.

    


    Buyers severally and not jointly
represent and warrant to and covenant and agree with the Company as of the date
of this Agreement and as of the date of payment of the Remaining Purchase Price
as follows:

     

    
      
        
        

      

      
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    A.           
Investment
Purpose.  Buyers are purchasing the Debenture and the Warrants
and the Common Stock issuable for interest payments and upon conversion or
redemption of the Debenture (“Debenture Shares”) and upon Exercise of the
Warrants (“Warrant Shares”) (the Debenture Shares, Warrant Shares, Debentures
and Warrants are referred to collectively as the “Securities”) for their own
account, for investment purposes only and not with a view towards or in
connection with the public sale or distribution thereof in violation of the
Securities Act.

    


    B.           
Accredited
Investors. Buyers are (i) “accredited investors” within the meaning
of Rule 501 of Regulation D under the Securities Act, (ii) experienced in making
investments of the kind contemplated by this Agreement, (iii) capable, by reason
of their business and financial experience, of evaluating the relative merits
and risks of an investment in the Securities, and (iv) able to afford the loss
of its investment in the Securities.

     

    C.           
Risk.  The Buyer recognizes that the purchase of the Shares
involves a high degree of risk including, but not limited to, the following: (a)
an investment in the Company is highly speculative, and only investors who can
afford the loss of their entire investment should consider investing in the
Company and the Shares; (b) the Buyer may not be able to liquidate its
investment; (c) transferability of the Shares is extremely limited; (d) in the
event of a disposition, the Buyer could sustain the loss of its entire
investment; (e) the Company has not paid any dividends since its inception and
does not anticipate paying any dividends in the foreseeable future; and (f) the
Company may issue additional securities in the future which have rights and
preferences that are senior to those of the Common Stock.

    


    D.           Reliance on
Exemption.  Buyers understand that the Securities have not been
registered under the Securities Act and are being offered and sold by the
Company in reliance on an exemption from the registration requirements of the
Securities Act and equivalent state securities and “blue sky” laws, and that the
Company is relying upon the accuracy of, and Buyers’ compliance with, Buyers’
representations, warranties and covenants set forth in this Agreement to
determine the availability of such exemption and the eligibility of Buyers to
purchase the Securities.

    


    E.           
No
Approval.  Buyers understand that the Securities have not been
reviewed, approved or disapproved by the Securities and Exchange Commission (the
“Commission”) or any state or provincial securities commission.

     

    
      
        
        

      

      
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    F.            
Legend. The Buyer consents to the placement of a legend on any
certificate or other document evidencing the Shares that such Shares have not
been registered under the Securities Act or any state securities or “blue sky”
laws and setting forth or referring to the restrictions on transferability and
sale thereof contained in this Agreement.  The Subscriber is aware
that the Company will make a notation in its appropriate records with respect to
the restrictions on the transferability of such Shares. The legend to be placed
on each certificate shall be in form substantially similar to the
following:

    


    “This Debenture and the shares issuable hereunder have
been acquired for investment and not for distribution, and have not been
registered under the Securities Act of 1933, as amended. Neither the Debenture
nor the shares may be sold, pledged of otherwise transferred without an
effective registration thereof under such act or pursuant to Rule 144 or an
opinion of counsel reasonably satisfactory to the Company and its counsel that
such registration is not required.  This Debenture must be surrendered
to the Company or its transfer agent, as a condition precedent to the sale,
pledge or other transfer of any interest in this Debenture or the shares
issuable hereunder.”

     

    G.           
Review of Information.  The
Buyer hereby acknowledges receipt and careful review of this Agreement and any
documents which may have been made available upon request and hereby represents
that the Buyer has been furnished with all information regarding the Company,
the terms and conditions of the Shares and any additional information that the
Buyer has requested or desired to know, and has been afforded the opportunity to
ask questions of and receive answers from duly authorized officers or other
representatives of the Company concerning the Company.

    


    H.           
Reliance.  In
making the decision to invest in the Shares the Buyer has relied solely upon the
information provided by the Company, including but not limited to filings made
by the Company with the Securities and Exchange Commission.  To the
extent necessary, the Buyer has retained, at its own expense, and relied upon
appropriate professional advice regarding the investment, tax and legal merits
and consequences of this Agreement and the purchase of the securities
hereunder.  

    


    I.            
Hold Harmless. The Buyer agrees to
hold the Company and its directors, officers, employees, affiliates, controlling
persons and agents and their respective heirs, representatives, successors and
assigns harmless and to indemnify them against all liabilities, costs and
expenses incurred by them as a result of (a) any sale or distribution of the
Shares by the Buyer in violation of the Securities Act or any applicable state
securities or “blue sky” laws; or (b) any false represen­tation or warranty
or any breach or failure by the Buyer to comply with any covenant made by the
Buyer in this Agreement or any other document furnished by the Buyer to any of
the foregoing in connection with this
transaction.  

    


    J.           Authority; Validity and
Enforceability.  This Agreement has been duly and validly
authorized, executed and delivered by Buyers and is a valid and binding
agreement of Buyers enforceable against them in accordance with its terms,
subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws affecting creditors’ rights and
remedies generally and except as rights to indemnity and contribution may be
limited by federal or state securities laws or the public policy underlying such
laws.

     

    
      
        
        

      

      
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    III.           THE
COMPANY’S REPRESENTATIONS.

    


    Effective
as of the date of this Agreement and as of the date of payment of each portion
of the Remaining Purchase Price, the Company represents and warrants to Buyers
that:

    


    A.           Capitalization.

    


    1.           Subject
only to the issuance of Securities described in this Agreement, the authorized
capital stock of the Company consists of one hundred million (100,000,000)
shares of Common Stock of which twenty-seven million ninety thousand four
hundred twenty-two (27,090,422) shares are issued and outstanding as of the date
hereof and are fully paid and nonassessable. The amount, exercise, conversion or
subscription price and expiration date for each outstanding option and other
security or agreement to purchase shares of Common Stock is accurately set forth
on Schedule
III.A.1.

    


    2.           The
Debenture Shares and the Warrant Shares have been duly and validly authorized
and reserved for issuance by the Company and, when issued by the Company under
the Debentures or upon exercise of the Warrants, as the case may be, will be
duly and validly issued, fully paid and nonassessable and will not subject the
holder thereof to personal liability by reason of being such
holder.

    


    3.           Except
as disclosed on Schedule III.A.3,
there are no preemptive, subscription, “call,” right of first refusal or other
similar rights to acquire any capital stock of the Company or other voting
securities of the Company that have been issued or granted to any person and no
other obligations of the Company to issue, grant, extend or enter into any
security, option, warrant, “call,” right, commitment, agreement, arrangements or
undertaking with respect to any of their respective capital stock.

    


    B.           Organization; Reporting
Company Status.

    


    1.           The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the state or jurisdiction in which it is incorporated and is
duly qualified as foreign corporation in all jurisdictions in which the failure
so to qualify would reasonably be expected to have a material adverse effect on
the business, properties, prospects, condition (financial or otherwise) or
results of operations of the Company or on the consummation of any of the
transactions contemplated by this Agreement (a “Material Adverse
Effect”).

     

    
      
        
        

      

      
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    2.           The
Company is subject to the reporting requirements of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”).  The Common Stock is quoted
on the OTC Bulletin Board (“OTCBB”) and the Company has not received any notice
regarding, and to its knowledge there is no threat of, the termination or
discontinuance of the quotation of the Common Stock by market makers using the
facilities of the OTCBB.

    


    C.           
Authorization.  The
Company (i) has duly and validly authorized and reserved for issuance shares of
Common Stock sufficient for the payment of interest, redemption and conversion
of the Debentures and the exercise of the Warrants and (ii) at all times from
and after the date hereof shall have a sufficient number of shares of Common
Stock duly and validly authorized and reserved for issuance to satisfy the
conversion or redemption of the Debentures in full and the exercise of the
Warrants.  The Company understands and acknowledges the potentially
dilutive effect on the Common Stock by the issuance of the Debenture Shares and
the Warrant Shares.  The Company further acknowledges that its
obligation to issue Common Stock upon conversion of the Debentures and the
exercise of the Warrants in accordance with this Agreement is absolute and
unconditional regardless of the dilutive effect that such issuance may have on
the ownership interests of other stockholders of the Company.

    


    D.           
Authority; Validity
and Enforceability.  The Company has the requisite corporate
power and authority to enter into the Documents (as such term is hereinafter
defined) and to perform all of its obligations hereunder and thereunder
(including the issuance, sale and delivery to Buyers of the
Securities).  The execution, delivery and performance by the Company
of the Documents and the consummation by the Company of the transactions
contemplated hereby and thereby (including, without limitation, the issuance of
the Debentures and the issuance and reservation for issuance of the shares of
Common Stock in connection therewith) have been duly and validly authorized by
all necessary corporate action on the part of the Company.  Each of
the Documents has been duly and validly executed and delivered by the Company
and each Document constitutes a valid and binding obligation of the Company
enforceable against it in accordance with its terms, subject to applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
similar laws affecting creditors’ rights and remedies generally and except as
rights to indemnity and contribution may be limited by federal or state
securities laws or the public policy underlying such laws.  The
Securities have been duly and validly authorized for issuance by the Company
and, when executed and delivered by the Company, will be valid and binding
obligations of the Company enforceable against it in accordance with their
respective terms, subject to applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and similar laws affecting creditors’
rights and remedies generally. For purposes of this Agreement, the term
“Documents” means (i) this Agreement; (ii) the Debentures; (iii) the Warrants
and (iv) the Registration Rights Agreement in substantially the form attached
hereto as Exhibit
E.

    


    E.           
Validity of Issuance
of the Securities.  The Debentures Shares and the Warrant
Shares will be validly issued and outstanding, fully paid and nonassessable, and
not subject to any preemptive rights, rights of first refusal, tag-along rights,
drag-along rights or other similar rights.

     

    
      
        
        

      

      
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    F.           
Non-contravention.  The
execution and delivery by the Company of the Documents, the issuance of the
Securities, and the consummation by the Company of the other transactions
contemplated hereby and thereby do not, and compliance with the provisions of
this Agreement and other Documents will not, conflict with, or result in any
violation of, or default (with or without notice or lapse of time, or both)
under, or give rise to a right of termination, cancellation or acceleration of
any obligation or loss of a material benefit under, or result in the creation of
any lien upon any of the properties or assets of the Company or any of its
subsidiaries under, or result in the termination of, or require that any consent
be obtained or any notice be given with respect to (i) the Articles or
Certificate of Incorporation or By-Laws of the Company or the comparable charter
or organizational documents of any of its subsidiaries, in each case as amended
to the date of this Agreement, (ii) any loan or credit agreement, Debenture,
bond, mortgage, indenture, lease, contract or other agreement, instrument or
permit applicable to the Company or any of its subsidiaries or their respective
properties or assets or (iii) any Law (as such term is hereinafter defined)
applicable to, or any judgment, decree or order of any court or government body
having jurisdiction over, the Company or any of its subsidiaries or any of their
respective properties or assets.

    


    G.          
 Approvals.  No
authorization, approval or consent of any court or public or governmental
authority is required to be obtained by the Company for the issuance and sale of
the Securities to Buyer as contemplated by this Agreement, except such
authorizations, approvals and consents as have been obtained by the Company
prior to the date hereof.

    


    H.           
Commission
Filings.  The Company has properly filed with the Commission
all reports, proxy statements, forms and other documents required to be filed
with the Commission under the Securities Act and the Exchange Act since becoming
subject to such Acts (the “Commission Filings”).  As of their
respective dates, (i) the Commission Filings complied in all material respects
with the requirements of the Securities Act and the Exchange Act, as the case
may be, and the rules and regulations of the Commission promulgated thereunder
applicable to such Commission Filings and (ii) none of the Commission filings
contained at the time of its filing any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading.  The financial statements of the
Company included in the Commission Filings, as of the dates of such documents,
were true and complete in all  material respects and complied with
applicable accounting requirements and the published rules and regulations of
the Commission with respect thereto, were prepared in accordance with generally
accepted accounting principles in the United States (“GAAP”) (except in the case
of unaudited statements permitted by Form 10-Q under the Exchange Act) applied
on a consistent basis during the periods involved (except as may be indicated in
the notes thereto) and fairly presented the consolidated financial position of
the Company and its subsidiaries as of the dates thereof and the consolidated
results of their operations and cash flows for the periods then ended (subject,
in the case of unaudited statements, to normal year-end audit adjustments that
in the aggregate are not material and to any other adjustment described
therein).

     

    
      
        
        

      

      
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    I.            
Full
Disclosure.  There is no fact known to the Company (other than
general economic or industry conditions known to the public generally) that has
not been fully disclosed in the Commission Filings that (i) reasonably could be
expected to have a Material Adverse Effect or (ii) reasonably could be expected
to materially and adversely affect the ability of the Company to perform its
obligations pursuant to the Documents.

    


    J.           
Absence of Events of
Default.  No “Event of Default” (as defined in any agreement or
instrument to which the Company is a party) and no event which, with notice,
lapse of time or both, would constitute an Event of Default (as so defined), has
occurred and is continuing.

    


    K.           
Securities Law
Matters.  Assuming the accuracy of the representations and
warranties of Buyers set forth in Article II, the offer
and sale by the Company of the Securities is exempt from (i) the registration
and prospectus delivery requirements of the Securities Act and the rules and
regulations of the Commission thereunder and (ii) the registration and/or
qualification provisions of all applicable state and provincial securities and
“blue sky” laws.  The Company shall not directly or indirectly take,
and shall not permit any of its directors, officers or affiliates directly or
indirectly to take, any action (including, without limitation, any offering or
sale to any person or entity of any security similar to the Debentures or the
Warrants) which will make unavailable the exemption from Securities Act
registration being relied upon by the Company for the offer and sale to Buyers
of the Debentures, the Warrants and the share of Common Stock to be issued in
connection therewith as contemplated by this Agreement.  No form of
general solicitation or advertising has been used or authorized by the Company
or any of its officers, directors or affiliates in connection with the offer or
sale of the Debentures and the Warrants as contemplated by this Agreement or any
other agreement to which the Company is a party.

    


    L.           
Registration
Rights.  Except as set forth on Schedule III.L and as
provided in the Registration Rights Agreement, no Person has, and as of the
Closing (as such term is hereinafter defined), no Person shall have, any demand,
“piggy-back” or other rights to cause the Company to file any registration
statement under the Securities Act relating to any of its securities or to
participate in any such registration statement.

    


    M.           Interest.  The
timely payment of interest on the Debentures is not prohibited by the Articles
or Certificate of Incorporation or By-Laws of the Company.  In each
case as amended to the date of this Agreement, or any agreement, contract,
document or other undertaking to which the Company is a party.

    


    N.          
 No
Misrepresentation.  No representation or warranty of the
Company contained in this Agreement or any of the other Documents, any schedule,
annex or exhibit hereto or thereto or any agreement, instrument or certificate
furnished by the Company to Buyer pursuant to this Agreement contains any untrue
statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading.

     

    
      
        
        

      

      
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    O.           Finder’s
Fee.  There is no finder’s fee, brokerage commission or like
payment in connection with the transactions contemplated by this Agreement for
which Buyer is liable or responsible.

    


    IV.  CERTAIN
COVENANTS AND ACKNOWLEDGMENTS.

    


    A.           Filings.  The
Company shall make all necessary Commission Filings and “blue sky” filings
required to be made by the Company in connection with the sale of the Securities
to Buyer as required by all applicable laws, and shall provide a copy thereof to
Buyer promptly after such filing.

    


    B.           
Reporting
Status.  So long as Buyer beneficially owns any of the
Securities, the Company shall timely file all reports required to be filed by it
with the Commission pursuant to Section 13 or 14(d) of the Exchange
Act.

    


    C.           
Listing.  Except
to the extent the Company lists its Common Stock on The New York Stock Exchange,
the American Stock Exchange or the Nasdaq Stock Market, the Company shall use
its best efforts to maintain the status of the Common Stock as quoted on the
OTCBB.  If the Common Stock is not quoted by a market maker for the
OTCBB, the Company will use its best efforts to list the Common Stock on the
most liquid national securities exchange or quotation system that the Common
Stock is qualified to be listed on.

    


    D.           
Reserved Conversion
Common Stock.  The Company at all times from and after the date
hereof shall have such number of shares of Common Stock duly and validly
authorized and reserved for issuance as shall be sufficient for the Debenture
Shares and the Warrant Shares.

    


    E.           
Transactions with
Affiliates.  So long as the Debentures are outstanding, neither
the Company nor any of its subsidiaries shall, directly or indirectly, enter
into any material transaction or agreement with any stockholder, officer,
director or affiliate of the Company or family member of any officer, director
or affiliate of the Company, unless the transaction or agreement is (i) reviewed
and approved by a majority of Disinterested Directors (as such term is
hereinafter defined) and (ii) on terms no less favorable to the Company or the
applicable Subsidiary than those obtainable from a nonaffiliated
person.  A “Disinterested Director” shall mean a director of the
Company who is not and has not been an officer or employee of the Company, who
is not a member of the family of, controlled by or under common control with,
any such officer or employee and who has no direct or indirect financial
interest (other than serving as a director of the Company) in the transaction in
question.

     

    
      
        
        

      

      
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    F.           
Certain
Restrictions.  So long as the Debentures are outstanding, no
dividends shall be declared or paid or set apart for payment nor shall any other
distribution be declared or made upon any capital stock of the Company, nor
shall any capital stock of the Company be redeemed, purchased or otherwise
acquired (other than a redemption, purchase or other acquisition of shares of
Common Stock made for purposes of an employee incentive or benefit plan
(including a stock option plan) of the Company or pursuant to any of the
security agreement listed on Schedule III.A) for
any consideration by the Company, directly or indirectly, nor shall any moneys
be paid to or made available for a sinking fund for the redemption of any Common
Stock of any such stock.

     

    G.            
Short
Selling.  So long as the Debenture is outstanding, Buyers
agree and covenant that neither Buyers nor their affiliates shall at any
time engage in any short sales with respect to the Company's Common
Stock, or sell put options or similar instruments with respect to
the Company's Common Stock.

    


    H.           Trading
Restriction.   Neither Buyers nor their affiliates shall
buy or sell shares of Common Stock during the 30-day period immediately
preceding an interest payment date on the Debentures

    


    I.            
 No Sales by
Affiliates of the Company.  The
Company shall cause its affiliates to refrain from the sale of Common Stock
until July 1, 2010, unless such sale is in connection with the exercise of a
Company granted stock option and the sale is for a number of shares of Common
Stock not exceeding the number of shares of Common Stock acquired upon exercise
of the option.  For the purpose of this subsection I, an affiliate of
the Company is a person who files or is required to file reports under Section
16 of the Exchange Act or whose ownership of Common Stock is reported or
required to be reported by the Company in its Definitive Proxy Statement (or
Form 10-K if the Company elects) filed with the Commission.

    


    J.             
Right to Acquire
Shares.  Until August 31, 2010, the Buyers shall have the right
to acquire up to fifty percent (50%) of any securities issued or proposed to be
issued by the Company other than in connection with the Debentures or the
Warrants. The rights of the Buyers shall include the rights to participate in
the additional financing described in subsection K below.
The Buyers shall have the right to acquire the securities on the same terms and
conditions as those offered by the Company.  The cash equivalent value
of any non-cash consideration shall be determined by the Board of Directors of
the Company in good faith.

    


    The Company shall give the Buyers
written notice stating the bona fide intention to sell the securities, the name
of the proposed purchaser, the securities and amounts involved, and the
consideration for which the Company proposes to sell the
securities.  At any time within ten (10) days from the notice, the
Buyers may elect to purchase their Pro Rata portion of the securities based on
the Pro Rata ownership of the Debentures by the Buyer.  If the
securities are not purchased by the Buyers, the Company may issue and sell the
securities at the price set forth in the notice or at a higher price, provided
such sale in consummated within sixty (60) days.

     

    
      
        
        

      

      
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    For the purpose of this subsection J, the
term “securities” shall be defined in its most expansive legal sense and shall
not be limited to the defined term “Securities” used elsewhere in this
Agreement.

    


    K.           Additional
Financing.  The Company shall secure financing of not less than
four million dollars ($4,000,000) from the sale of its securities by December
31, 2009.  The Debentures and Warrants sold pursuant to this Agreement
shall reduce the amount of the Company’s obligation hereunder.

    


    L.            
Limitation on Use of
Proceeds.  The proceeds from the sale of the Debentures shall
not be used to satisfy the indebtedness of the Company to any officer or
director of the Company.

    


    V.  CLOSING
DATE.

    


    The
transactions contemplated hereby shall be closed on July 20, 2009, unless the
parties agree to extend the date of Closing to a date not later than August 31,
2009 (the “Closing Date”).

    


    VI.  CONDITIONS
TO THE COMPANY'S OBLIGATIONS.

     

    Buyers
understand that the Company's obligation to sell the Debentures on the
Closing Date and as of the dates for the payment of the Remaining Purchase Price
is conditioned upon:

     

    A.           Purchase
Price. Delivery by the Buyers to the Company of the Initial
Purchase Price on the Closing Date and the Remaining Purchase Price on the
dates provided in Exhibit
A;

     

    B.      
     Accuracy and
Performance. The accuracy of the representations and warranties
of Buyers contained in this Agreement and the performance by Buyers in all
material respects of all covenants and agreements of Buyers required to be
performed pursuant to this Agreement; and

     

    C.          
 No
Restraint. There shall not be in effect any Law or order,
ruling, judgment or writ of any court or public or governmental
authority restraining, enjoining or otherwise prohibiting any of
the transactions contemplated by this Agreement.

    


    VII.  CONDITIONS
TO BUYERS’ OBLIGATIONS.

     

    The
Company understands that Buyers’ obligations to purchase the Securities on
the Closing Date and on the dates for payments of the Remaining Purchase Price
as provided in Exhibit
A are conditioned upon the following as of each such date:

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    A.           Delivery. Delivery
by the Company of the Debentures, the Warrants and the other Agreements (I/N/O
Buyer or I/N/O Buyer's nominee) as required by this Agreement;

     

    B.           Accuracy and
Performance. The accuracy of the representations and warranties
of the Company contained in this Agreement (except for representations and
warranties which, by their express terms, speak as of and relate to a
specified date, in which case such accuracy shall be measured as of such
specified date) and the performance by the Company in all respects of all
covenants and agreements of the Company required to be performed by it
pursuant to this Agreement;

     

    C.           
No Adverse
Event. There not having occurred (i) any general suspension
of trading in, or limitation on prices listed for or failure of a market
maker to quote, the Common Stock on the OTCBB, (ii) the declaration of a banking
moratorium or any suspension of payments in respect of banks in the United
States, (iii) the commencement of a war, armed hostilities or
other international or national calamity directly or indirectly
involving the United States or any of its territories, protectorates
or possessions or (iv) in the case of the foregoing existing at the
date of this Agreement, a material acceleration or worsening
thereof;

     

    D.           
No Material Adverse
Effect. There not having occurred any event or development,
and there being in existence no condition, having or which reasonably
and foreseeably could have a Material Adverse Effect;

     

    E.           
Expenses
Reimbursed. The Company shall have delivered to Buyers reimbursement
of Buyers’ reasonable out-of-pocket costs and expenses incurred
in connection with the transactions contemplated by this
Agreement;

     

    F.            No
Restraint. There shall not be in effect any Law, order,
ruling, judgment or writ of any court or public or governmental
authority restraining, enjoining or otherwise prohibiting any of
the transactions contemplated by this Agreement;

     

    G.           
Consents. The
Company shall have obtained all consents, approvals or waivers from
governmental authorities and third persons necessary for the execution,
delivery and performance of the Documents and the transactions contemplated
thereby, all without material cost to the Company;

     

    H.           Additional
Documents. Buyers shall have received such additional
documents, certificates, payment, assignments, transfers and other
deliveries as they or their legal counsel may reasonably request and as are
customary to effect a closing of the matters herein contemplated;
and

    
 

    I.            
Suspension of
Remaining Purchase Price.  Clerico shall not have suspended the
obligations of the Buyers to pay the Remaining Purchase Price pursuant to Article I.B.4 and the Company has
achieved all applicable revenue, cash flow and operating milestones set forth in
Exhibit
F.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    
VIII.  SURVIVAL;
INDEMNIFICATION.

     

    A.           Survival. The
representations, warranties and covenants made by each of the Company and
Buyers in this Agreement, the annexes, schedules and exhibits hereto and in
each instrument, agreement and certificate entered into and delivered by
them pursuant to this Agreement shall survive the Closing and the
consummation of the transactions contemplated hereby.  In the
event of a breach or violation of any of such representations, warranties
or covenants, the party to whom such representations, warranties or
covenants have been made shall have all rights and remedies for such breach
or violation available to it under the provisions of this Agreement or
otherwise, whether at law or in equity, irrespective of any investigation
made by or on behalf of such party on or prior to the Closing
Date.

     

    B.         
  Indemnification by the
Company. The Company hereby agrees to indemnify and hold
harmless Buyers, their affiliates and their respective officers,
directors, partners and members (collectively, the "Buyers Indemnitees")
from and against any and all losses, claims, damages, judgments,
penalties, liabilities and deficiencies (collectively, "Losses") and agrees
to reimburse Buyers Indemnitees for all out-of-pocket expenses
(including the fees and expenses of legal counsel), in each case promptly
as incurred by Buyers Indemnitees and to the extent arising out of or
in connection with:

    


    1.   any
misrepresentation, omission of fact or breach of any of the Company's
representations or warranties contained in this Agreement or the other
Documents, or the annexes, schedules or exhibits hereto or thereto or any
instrument, agreement or certificate entered into or delivered by the
Company pursuant to this Agreement or the other Documents; or

    


     2.         
any failure by the Company to perform any of its covenants, agreements,
undertakings or obligations set forth in this Agreement or the other
Documents or any instrument, certificate or agreement entered into or
delivered by the Company pursuant to this Agreement or the other
Documents.

     

    C.    Indemnification by
Buyers.  Each Buyer hereby agrees severally and not jointly to
indemnify and hold harmless the Company, its Affiliates and their
respective officers, directors, partners and members (collectively, the
"Company Indemnitees") from and against any and all Losses, and agrees to
reimburse the Company Indemnitees for all out-of-pocket expenses (including
the fees and expenses of legal counsel), in each case promptly as incurred
by the Company Indemnitees and to the extent arising out of or in
connection with:

    


    1.   any
misrepresentation, omission of fact or breach of any of Buyer's
representations or warranties contained in this Agreement or the other
Documents, or the annexes, schedules or exhibits hereto or thereto or any
instrument, agreement or certificate entered into or delivered by Buyer
pursuant to this Agreement or the other Documents; or

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

     2.         
any failure by Buyer to perform in any material respect any of its
covenants, agreements, undertakings or obligations set forth in this
Agreement or the other Documents or any instrument, certificate or
agreement entered into or delivered by Buyer pursuant to this Agreement or
the other Documents.

    


    D.    Procedure. Promptly
after receipt by either party hereto seeking indemnification pursuant to
this Article
IX (an
"Indemnified Party") of written notice of any investigation, claim,
proceeding or other action in respect of which indemnification is being
sought (each, a "Claim"), the Indemnified Party promptly shall notify the
party against whom indemnification pursuant to this Article IX is
being sought (the "Indemnifying Party") of the commencement thereof,
but the omission so to notify the Indemnifying Party shall not relieve
it from any liability that it otherwise may have to the
Indemnified Party except to the extent that the Indemnifying Party is
materially prejudiced and forfeits substantive rights or defenses by reason
of such failure.  In connection with any Claim as to which both
the Indemnifying Party and the Indemnified Party are parties,
the Indemnifying Party shall be entitled to assume the defense
thereof. Notwithstanding the assumption of the defense of any Claim by
the Indemnifying Party, the Indemnified Party shall have the right
to employ separate legal counsel and to participate in the defense
of such Claim, and the Indemnifying Party shall bear the
reasonable fees, out-of-pocket costs and expenses of such separate legal
counsel to the Indemnified Party if (and only if): (x) the Indemnifying
Party shall have agreed to pay such fees, out-of-pocket costs and
expenses, (y) the Indemnified Party and the Indemnifying Party reasonably
shall have concluded that representation of the Indemnified Party and
the Indemnifying Party by the same legal counsel would not be
appropriate due to actual or, as reasonably determined by legal counsel to
the Indemnified Party, potentially differing interests between
such parties in the conduct of the defense of such Claim, or if there
may be legal defenses available to the Indemnified Party that are
in addition to or disparate from those available to the
Indemnifying Party, or (z) the Indemnifying Party shall have failed to
employ legal counsel reasonably satisfactory to the Indemnified Party
within a reasonable period of time after notice of the commencement of
such Claim.  If the Indemnified Party employs separate legal
counsel in circumstances other than as described in clauses (x), (y) or
(z) above, the fees, costs and expenses of such legal counsel shall
be borne exclusively by the Indemnified Party.  Except as
provided above, the Indemnifying Party shall not, in connection with any
Claim in the same jurisdiction, be liable for the fees and expenses of
more than one firm of legal counsel for the Indemnified Party
(together with appropriate local counsel).  The Indemnifying
Party shall not, without the prior written consent of the Indemnified Party
(which consent shall not unreasonably be withheld), settle or compromise
any Claim or consent to the entry of any judgment that does not
include an unconditional release of the Indemnified Party from
all liabilities with respect to such Claim or judgment.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    E.     Limit. In the
event one party hereunder should have a claim for indemnification that does
not involve a claim or demand being asserted by a third party, the
Indemnified Party promptly shall deliver notice of such claim to the
Indemnifying Party.  If the Indemnified Party disputes the claim,
such dispute shall be resolved by mutual agreement of the Indemnified Party
and the Indemnifying Party or by binding arbitration conducted in
accordance with the procedures and rules of the American Arbitration
Association. Judgment upon any award rendered by any arbitrators may be
entered in any court having competent jurisdiction thereof.

    


    IX.  GOVERNING
LAW.

    


    This
Agreement shall be governed by and interpreted in accordance with the laws
of the State of Oklahoma, without regard to the conflicts of law principles
of such state.

    


    X.  SUBMISSION
TO JURISDICTION.

    


     Each
of the parties hereto consents to the exclusive jurisdiction of the federal
courts whose districts encompass the City of Tulsa or the state courts of the
State of Oklahoma sitting in the City of Tulsa in connection with
any dispute arising under this Agreement and the other
Documents.  Each party hereto hereby irrevocably and
unconditionally waives, to the fullest extent it may effectively do so, any
defense of an inconvenient forum or improper venue to the maintenance of
such action or proceeding in any such court and any right of
jurisdiction on account of its place of residence or
domicile.  Each party hereto irrevocably and unconditionally
consents to the service of any and all process in any such action or
proceeding in such courts by the mailing of copies of such process by
registered or certified mail (return receipt requested), postage prepaid,
at its address specified in Article
XVI.  Each party hereto agrees that a final judgment
in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law.

    


    XI.  WAIVER
OF JURY TRIAL.

     

    TO THE
FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RESPECTIVE RIGHTS TO A
JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF
THIS AGREEMENT OR ANY OTHER DOCUMENT OR ANY DEALINGS BETWEEN THEM RELATING
TO THE SUBJECT MATTER OF THIS AGREEMENT AND OTHER
DOCUMENTS.  EACH PARTY HERETO (i) CERTIFIES THAT NEITHER OF THEIR
RESPECTIVE REPRESENTATIVES, AGENTS OR ATTORNEYS HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVERS AND (ii) ACKNOWLEDGES THAT IT HAS BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS HEREIN.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    
XII.  COUNTERPARTS;
EXECUTION.

     

    This
Agreement may be executed in counterparts, each of which when so executed
and delivered shall be an original, but both of which counterparts shall
together constitute one and the same instrument.  A facsimile
transmission of this signed Agreement shall be legal and binding on both
parties hereto.

    


    XIII.  HEADINGS.

     

    The
headings of this Agreement are for convenience of reference and shall not
form part of, or affect the interpretation of, this Agreement.

    


    XIV.  SEVERABILITY.

     

    In the
event any one or more of the provisions contained in this Agreement or in
the other Documents should be held invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining
provisions contained herein or therein shall not in any way be affected or
impaired thereby.  The parties shall endeavor in good faith
negotiations to replace the invalid, illegal or unenforceable provisions
with valid provisions, the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable
provisions.

    


    XV.  ENTIRE
AGREEMENT; REMEDIES, AMENDMENTS AND WAIVERS.

     

    This
Agreement and the Documents constitute the entire agreement between the
parties hereto pertaining to the subject matter hereof and supersede all
prior agreements, understandings, negotiations and discussions, whether
oral or written, of such parties.  No

    supplement,
modification or waiver of this Agreement shall be binding unless executed
in writing by both parties.  No waiver of any of the provisions
of this Agreement shall be deemed or shall constitute a waiver of any other
provision hereof (whether or not similar), nor shall such waiver constitute
a continuing waiver unless otherwise expressly provided.

    


    XVI.  NOTICES.

     

    Except as
may be otherwise provided herein, any notice or other communication or
delivery required or permitted hereunder shall be in writing and shall be
delivered personally, or sent by a nationally recognized overnight courier
service, and shall be deemed given when so delivered personally, or by
overnight courier service as follows:

     

    A.  if
to the Company, to:

    


    MacroSolve, Inc.

    1717 South Boulder Ave.

    Suite 700

    Tulsa, OK 74119

    Attention:  Chief Executive
Officer

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    B.  if
to a Buyer, to the address set forth on the respective Buyer Signature
Page.

    


    The
Company or Buyer may change the foregoing address by notice given pursuant
to this Article
XVI.

    


    XVII.  CONFIDENTIALITY.

     

    Each of
the Company and Buyer agrees to keep confidential and not to disclose to or
use for the benefit of any third party the terms of this Agreement or any
other information which at any time is communicated by the other party as
being confidential without the prior written approval of the other party;
provide, however, that this provision shall not apply to information which,
at the time of disclosure, is already part of the public domain (except by
breach of this Agreement) and information which is required to be disclosed
by law (including, without limitation, pursuant to Item 601(b)(10)
of Regulation S-K under the Securities Act and the Exchange
Act).

    


    XVIII.  ASSIGNMENT.

     

    This
Agreement shall not be assignable by either of the
parties hereto.

     

    IN
WITNESS WHEREOF, the parties hereto have duly caused this Agreement to be
executed and delivered on the date first above written.

    


    
      
        
          	 
      	
                  MacroSolve,
      Inc.

                	 
      
	 
      	 
      	 
      
	 
      	
                   
      

                	 
      
	 
      	
                  By:  Clint
      H. Parr

                	 
      
	 
      	
                  Title:
      Chief Executive Officer

                	 
      


        

      

    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    BUYER
SIGNATURE PAGE

    


    The undersigned, a Buyer under the
terms of the Securities Purchase Agreement (including Exhibit A), agrees to
the terms of the Securities Purchase Agreement, agrees that this signature is
part of said Agreement and acknowledges and agrees to be legally bound by the
execution of the Signature Page.

    


    


    
      
        
          
            	 
      	
                    Buyer

                  	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                     
      

                  	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                     
      

                  	 
      
	 
      	
                    Federal
      ID Number

                  	 
      


          

        

      

    

     

     

     

    18