Augme Technologies, Inc.
THE PRIVATE PLACEMENT OF
UP TO $2,000,000 OF
AUGME TECHNOLOGIES, INC.
CONSISTING
OF
COMMON STOCK
AND
WARRANTS TO PURCHASE SHARES OF
COMMON STOCK
SUBSCRIPTION BOOKLET
Name _________________
SUBSCRIPTION INSTRUCTIONS
(Please Read Carefully)
THE COMPANY
RESERVES THE RIGHT TO REJECT ANY SUBSCRIPTION, IN WHOLE OR IN PART,
OR TO ALLOT TO ANY PROSPECTIVE PURCHASER FEWER THAN THE NUMBER OF
UNITS SUBSCRIBED FOR BY SUCH PURCHASER. ANY REPRESENTATION TO THE
CONTRARY IS UNAUTHORIZED AND MUST NOT BE RELIED UPON.
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1.
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This
Subscription Booklet contains all of the materials necessary for
you to purchase the Securities. Each Subscription
Booklet contains:
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(1) an
appropriate Questionnaire (Corporation, Partnership or Individual)
designed to enable you to demonstrate that you meet the minimum
legal requirements under Federal and State securities laws to
purchase the Securities; and
(2) a
Signature Page for the appropriate Questionnaire and the
Subscription Agreement containing representations relating to your
subscription.
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2.
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After reading
the Subscription Agreement, please fill in all applicable
information. You must complete and sign ALL of the
documents.
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This includes: (1) initialing and signing the
applicable Questionnaire; and (2) signing the Signature
Page.
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3.
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Payment for the
Units must be made by (i) check payable to “Augme
Technologies, Inc.,” forwarded together with the completed
subscription documents to Augme Technologies, Inc. at the address
set forth below or (ii) by wire transfer pursuant to the following
wire instructions:
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Account Name: Augme Technologies,
Inc.
ABA Routing No: 122105249
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4.
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Send all
completed documents, together with the requisite payment (if
payment is made by check), to Augme Technologies, Inc. at the
following address:
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43 W 24
th Street, 11 th Floor
Checks Payable
to: Augme Technologies, Inc.
PLEASE PRINT
IN INK OR TYPE ALL INFORMATION. FAILURE TO COMPLY WITH THE ABOVE
INSTRUCTIONS WILL CONSTITUTE AN INVALID SUBSCRIPTION, WHICH, IF NOT
CORRECTED, WILL RESULT IN THE REJECTION OF YOUR SUBSCRIPTION
REQUEST. EVEN IF CORRECTED, THE DELAY MAY RESULT IN (1) THE
ACCEPTANCE OF PURCHASERS WHOSE SUBSCRIPTION BOOKLETS WERE INITIALLY
RECEIVED BY THE COMPANY AFTER YOURS OR (2) THE OFFERING BEING
CLOSED WITHOUT YOUR SUBSCRIPTION REQUEST BEING CONSIDERED BY THE
COMPANY.
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES LAWS OF CERTAIN STATES AND ARE BEING OFFERED AND SOLD IN
RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID
ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO
RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH
LAWS PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. SUBSCRIBERS SHOULD BE AWARE THAT THEY WILL BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME. THE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE
SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE
ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS
OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE
MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.
Augme Technologies, Inc.
SUBSCRIPTION
AGREEMENT
43 W 24
th Street, 11 th Floor
New York, NY
10010
Ladies and
Gentlemen:
1.
Subscription and Description of Securities . The
undersigned (the “Subscriber”), subject to the terms
and conditions described in this Subscription Agreement (this
“Subscription Agreement”), hereby irrevocably
subscribes for and agrees to purchase from Augme Technologies,
Inc., a Delaware corporation (“Augme” or the
“Company”), a number of Common Shares of the
Company’s securities (the “Units” or
“Securities”), indicated on the signature page hereof,
at a price of $2.00 per share, and hereby tenders this Subscription
Agreement, together with a check or wire transfer in the full
amount of the purchase price of the Common Stock and Warrants being
subscribed for hereby payable to the Company.
For $2,000,000,
the investors shall receive 1,000,000 shares of Augme’s
Common Stock, $.0001 par value per share (the “Common
Stock”) and warrants to purchase up to 500,000 shares of
Common Stock exercisable over a 3-year period, at an exercise price
per share equal to (i) $2.50 from the date of issuance of the
Warrant (the “Issue Date”) until the date which is
thirty-six months thereafter.
The Subscriber
agrees that this subscription shall be irrevocable and shall
survive the death or disability of the Subscriber. The
Subscriber understands that if this subscription is not accepted,
in whole or in part, or the offering is terminated pursuant to its
terms or by the Company, all unaccepted funds will be returned by
the Company to the Subscriber, without interest, penalty, expense
or deduction.
IN MAKING AN
INVESTMENT DECISION A SUBSCRIBER MUST RELY ON SUCH
SUBSCRIBER’S OWN EXAMINATION OF THE COMPANY, INCLUDING, BUT
NOT LIMITED TO, ITS RECENT ORGANIZATION, ABSENCE OF OPERATING
HISTORY, PROPOSED BUSINESS, PROSPECTS, MANAGEMENT, LACK OF
FINANCIAL RESOURCES AS WELL AS THE TERMS OF THE
OFFERING. THE SECURITIES ARE SPECULATIVE IN NATURE AND
THE PURCHASE OF ANY OF THE SECURITIES INVOLVES A HIGH DEGREE OF
RISK. THE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY
FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY
AUTHORITY. FURTHERMORE, NONE OF THE FOREGOING
AUTHORITIES HAS CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY
OF ANY INFORMATION FURNISHED BY THE COMPANY. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
2.
Acceptance of Subscription . The Subscriber
acknowledges and agrees that the Company has the right to accept or
reject this subscription, in whole or in part, in its sole and
absolute discretion, notwithstanding prior receipt by the
undersigned of notice of acceptance of this subscription, and that
this subscription shall be deemed to be accepted by the Company
only when it is signed on its behalf by an authorized officer of
the Company and a fully executed copy thereof is delivered to the
Subscriber. This Subscription Agreement either will be
accepted or rejected, in whole or in part, as promptly as
practicable after receipt. Upon rejection of the
subscription hereunder in whole for any reason, all items received
with this Subscription Agreement shall be returned to the
Subscriber without deduction for any fee, commission or expense,
and without accrued interest with respect to any money received,
and this Subscription Agreement shall be deemed to be null and void
and of no further force or effect. If the subscription
hereunder is rejected in part for any reason, the funds for such
rejected portion of this subscription will be returned by the
Company to the Subscriber without deduction for any fee, commission
or expense, and without accrued interest with respect to such
returned funds, and this Subscription Agreement shall continue in
force and effect to the extent the subscription hereunder was
accepted.
3.
Representations, Warranties and Covenants of the Subscriber
. The Subscriber hereby represents warrants and
acknowledges to and covenants with the Company as
follows:
3.1
Subscriber Information .
(a) “
Accredited Investor ”. The Subscriber has
completed accurately the Subscriber Questionnaire attached hereto
as Annex A and meets the requirements of at least one of the
suitability standards for an “accredited investor” as
defined therein.
(b)
Liquidity . The Subscriber has adequate means of
providing for the Subscriber’s current needs and personal
contingencies and has no need, and has no reason to anticipate any
need, for liquidity in this investment.
(c)
Financially Experienced . The Subscriber has
sufficient knowledge a
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