$100,000 (THE "PURCHASE PRICE") PER UNIT.
THE UNITS WILL BE
SOLD PURSUANT TO SECTION 4(2) OF THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND/OR RULE 506 OF REGULATION D THEREUNDER.
THE DEBENTURES
AND SHARES ARE HEREINAFTER REFERRED TO COLLECTIVELY AS THE "SECURITIES."
(B)
PLACEMENT AGENT FEES.
WFG INVESTMENTS, INC. IS ACTING AS THE
PLACEMENT AGENT FOR THE UNITS. THE COMPANY HAS AGREED TO PAY WFG INVESTMENTS,
INC. A PLACEMENT FEE EQUAL TO $60,000 AND 1,000,000 SHARES OF COMMON STOCK.
(e)
Use of Proceeds. The net proceeds to the Company will be $2,330,000
(after deducting offering expenses and placement agent fees payable by the
Company estimated at $70,000.
The Company intends to use the net proceeds for
general working capital purposes.
2.
SALE AND PURCHASE OF SECURITIES.
(A)
PURCHASE AND SALE.
SUBJECT TO THE TERMS AND CONDITIONS
HEREOF, THE COMPANY AGREES TO SELL, AND PURCHASER IRREVOCABLY SUBSCRIBES FOR AND
AGREES TO PURCHASE, THE NUMBER OF UNITS SET FORTH ON THE SIGNATURE PAGE OF THIS
AGREEMENT AT A PURCHASE PRICE OF $100,000 PER UNIT. THE AGGREGATE PURCHASE PRICE
FOR THE UNITS SHALL BE AS SET FORTH ON THE SIGNATURE PAGE HERETO (THE "AGGREGATE
PURCHASE PRICE") AND SHALL BE PAYABLE UPON EXECUTION HEREOF BY CHECK OR WIRE
TRANSFER OF IMMEDIATELY AVAILABLE FUNDS AS SET FORTH BELOW.
1
(B)
SUBSCRIPTION PROCEDURE.
IN ORDER TO PURCHASE UNITS, PURCHASER
SHALL DELIVER TO THE COMPANY AT 19111 NORTH DALLAS PARKWAY, SUITE 200, DALLAS,
TEXAS 75287, ATTENTION: CHIEF EXECUTIVE OFFICER: (I) ONE COMPLETED AND DULY
EXECUTED COPY OF THIS AGREEMENT; AND (II) IMMEDIATELY AVAILABLE FUNDS, OR A
CERTIFIED CHECK OR BANK CHECK, IN AN AMOUNT EQUAL TO THE AGGREGATE PURCHASE
PRICE.
EXECUTION AND DELIVERY OF THIS AGREEMENT SHALL CONSTITUTE AN IRREVOCABLE
SUBSCRIPTION FOR THAT NUMBER OF UNITS SET FORTH ON THE SIGNATURE PAGE HERETO.
PAYMENT FOR THE UNITS MAY BE MADE BY WIRE TRANSFER TO:
Capital One, N.A.
100 Keller Parkway
Keller, TX
ABA number 111901014
Account number 3620798133
For further credit: Blue Calypso, Inc.
or by check made payable to:
"Blue Calypso, Inc."
Receipt by the Company of
funds wired, or deposit and collection by the Company of the check tendered
herewith, will not constitute acceptance of this Agreement by the Company.
The
Units subscribed for will not be deemed to be issued to, or owned by, Purchaser
until the Company has executed this Agreement.
All funds tendered by Purchaser
will be held by the Company pending acceptance or rejection of this Agreement by
the Company and the closing of Purchaser's purchase of Units.
(C)
CLOSING.
UPON THE COMPANY'S EXECUTION OF
THIS AGREEMENT, THE SUBSCRIPTION EVIDENCED HEREBY, IF NOT PREVIOUSLY REJECTED BY
THE COMPANY, WILL, IN RELIANCE UPON PURCHASER'S REPRESENTATIONS AND WARRANTIES
CONTAINED HEREIN, BE ACCEPTED BY THE COMPANY.
UPON ACCEPTANCE OF THIS
AGREEMENT, THE COMPANY WILL ISSUE THE DEBENTURE AND CERTIFICATES FOR THE SHARES
TO PURCHASER.
3.
REPRESENTATIONS AND WARRANTIES OF PURCHASER.
PURCHASER
REPRESENTS AND WARRANTS TO THE COMPANY AS FOLLOWS:
(A)
ORGANIZATION AND QUALIFICATION.
(i)
If Purchaser is an entity, Purchaser