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Exhibit 10.1

 

 

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

 

 

 

 

 

 

 

 

 

 

No.____________________

 

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.

 

1.

This Subscription Booklet contains all of the materials necessary for you to purchase the Securities.  Each Subscription Booklet contains:

 

(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.

 

2.

After reading the Subscription Agreement, please fill in all applicable information. You must complete and sign ALL of the documents.

 

This includes: (1) initialing and signing the applicable Questionnaire; and (2) signing the Signature Page.

 

3.

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:

 

Bank:  Harris Bank        

Account Name: Augme Technologies, Inc.

ABA Routing No:  122105249

Account No.:   3100079784

 

4.

Send all completed documents, together with the requisite payment (if payment is made by check), to Augme Technologies, Inc. at the following address:

 

Augme Technologies, Inc.

43 W 24 th Street, 11 th Floor

New York, NY 10010

Attn: Paul R. Arena

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

 

 

Augme Technologies, Inc.

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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