NEITHER THESE SECURITIES NOR THE SECURITIES FOR WHICH THESE SECURITIES ARE
EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS.
Blue Calypso, Inc.
Common Stock Purchase WARRANT
Warrant No. _____________ Dated:
__________
Blue Calypso, Inc., a Delaware corporation (the "Company"), hereby certifies
that, for value received, _____________ or its registered assigns (the
"Holder"), is entitled to purchase from the Company up to a total of
_______________ (________) shares of common stock, $0.0001 par value per share
(the "Common Stock"), of the Company at an exercise price equal to $0.75
per
share (as adjusted from time to time as provided in Section 9, the "Exercise
Price"), at any time and on or after the date hereof (the "Initial Exercise
Date") and through and including the Expiration Date (as defined below), and
subject to the following terms and conditions.
This Warrant (this "Warrant") is
one of a
series of similar warrants issued pursuant to that certain
Subscription Agreement, by and among the Company and the Purchasers identified
therein (the "Purchase Agreement"). All such warrants are referred to herein,
collectively, as the "Warrants."
Capitalized terms used but not defined herein
shall have the meanings ascribed to such terms in the Purchase Agreement.
1.
CERTAIN DEFINITIONS.
IN ADDITIONAL TO THE TERMS DEFINED
ELSEWHERE IN THIS WARRANT, THE FOLLOWING TERMS HAVE THE MEANINGS INDICATED IN
THIS SECTION 1:
(A)
"EXPIRATION DATE" SHALL BE THE EARLIEST OF (I) THE SECOND (2ND)
ANNIVERSARY OF THE INITIAL EXERCISE DATE OF THIS WARRANT, AND (II) THE CLOSING
DATE OF A MERGER.
(B)
"MERGER" MEANS (A) THE CLOSING OF THE SALE, TRANSFER OR OTHER
DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE COMPANY'S ASSETS, (B) THE
CONSUMMATION OF THE MERGER OR CONSOLIDATION OF THE COMPANY WITH OR INTO ANOTHER
ENTITY (EXCEPT A MERGER OR CONSOLIDATION IN WHICH THE HOLDERS OF CAPITAL STOCK
OF THE COMPANY IMMEDIATELY PRIOR TO SUCH MERGER OR CONSOLIDATION CONTINUE TO
HOLD AT LEAST 50% OF THE VOTING POWER OF THE CAPITAL STOCK OF THE COMPANY OR THE
SURVIVING OR ACQUIRING ENTITY), OR (C) THE CLOSING OF THE TRANSFER (WHETHER BY
MERGER, CONSOLIDATION OR OTHERWISE), IN ONE TRANSACTION OR A SERIES OF RELATED
TRANSACTIONS, TO A PERSON OR GROUP OF AFFILIATED PERSONS (OTHER THAN AN
UNDERWRITER OF THE COMPANY'S SECURITIES), OF THE COMPANY'S SECURITIES IF, AFTER
SUCH CLOSING, SUCH PERSON OR GROUP OF AFFILIATED PERSONS WOULD HOLD 50% OR MORE
OF THE OUTSTANDING VOTING STOCK OF THE COMPANY; PROVIDED, HOWEVER, THAT A
TRANSACTION SHALL NOT CONSTITUTE A MERGER IF ITS SOLE PURPOSE IS TO CHANGE THE
STATE OF THE COMPANY'S INCORPORATION OR TO