Item 3.02 Unregistered Sales of Equity Securities

On August 25, 2012, Augme Technologies, Inc. ("Augme") became obligated, pursuant to Section 2.3 of that certain Amended and Restated Asset Purchase Agreement (the "Agreement"), dated August 25, 2011, between Augme and Hipcricket, Inc. ("Hipcricket"), to pay a total Earnout (as defined in the Agreement) in the amount of $21,999,780, one-half of which is allocated pro rata among the former stockholders of Hipcricket (the "Stockholder Earnout") and one-half of which is allocated among current employees of Augme or its subsidiary who were former employees of Hipcricket (the "Employee Earnout").

Augme has elected to pay the Stockholder Earnout in shares of its common stock valued at $2.00 per share in accordance with the Agreement. Accordingly, Augme has elected to issue, in lieu of cash, a total of 5,500,036 shares of common stock (the "Stockholder Earnout Shares") in full satisfaction of the Stockholder Earnout. Augme is in the process of determining the form of payment of the Employee Earnout in accordance with the Agreement.

The Stockholder Earnout Shares constitute restricted securities under the Securities Act of 1933, as amended. In order to issue the Stockholder Earnout Shares, Augme relied on Rule 506 of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"), and Regulation S under the Securities Act, inasmuch as the former Hipcricket stockholders consist of non-U.S. persons and fewer than 35 non-accredited U.S. persons (as the term "U.S. person" is defined in Rule 902 of Regulation S). Augme provided to the former Hipcricket stockholders the information required by Rule 502 of Regulation D and Augme did not engage in any general advertisement or general solicitation in connection with the offering of such shares.