NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION
OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED
UNDER SAID ACT, OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID
ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED
BY THE SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS
OF THIS NOTE, INCLUDING SECTIONS 3(c)(iii) AND 18(a) HEREOF. THE PRINCIPAL
AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON
CONVERSION HEREOF MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF
PURSUANT TO SECTION 3(c)(iii) OF THIS NOTE.
Blue Calypso, Inc.
SENIOR CONVERTIBLE NOTE
Issuance Date: July 20, 2015
Original Principal Amount:
U.S. $550,000
FOR VALUE RECEIVED, Blue Calypso, Inc., a Delaware corporation (the "Company"),
hereby promises to pay to [ ___________________ ] or its registered assigns (the
"Holder") in cash (and/or subject to the terms hereof, in shares of Common Stock
(as defined below), the amount set out above as the Original Principal Amount
(as reduced pursuant to the terms hereof pursuant to redemption, conversion,
amortization or otherwise, the "Principal") when due, whether upon the Maturity
Date (as defined below), on any Installment Date (as defined below) with respect
to the Installment Amount (as defined below) due on such Installment Date,
acceleration, redemption and/or otherwise (in each case in accordance with the
terms hereof) and to pay Guaranteed Interest and Default Interest at the Default
Rate on any outstanding Principal when the same shall become due whether on any
Installment Date, the Maturity Date, acceleration, conversion, redemption and/or
otherwise (in each case pursuant to and in accordance with the terms hereof).
This Senior Convertible Note (including all Senior Convertible Notes issued in
exchange, transfer or replacement hereof, this "Note") is issued pursuant to the
Note Purchase Agreement dated the date hereof by and between the Holder, the
Company and the other parties named therein (as amended, modified and/or
supplemented and together with all schedules annexes and/or exhibits thereto,
the "Note Purchase Agreement") on the Closing Date.
Certain capitalized terms
used herein are defined in Section 30 and capitalized terms not otherwise
defined herein shall have the Company meaning set forth in the Note Purchase
Agreement).
1)
PAYMENTS OF PRINCIPAL; PREPAYMENT. On each Installment Date, the Company shall
pay to the Holder an amount equal to the Installment Amount due on such
Installment Date in accordance with Section 8. On the Maturity Date, the Company
shall pay to the Holder an amount in cash representing all