Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers.

On September 19, 2012, Mr. Phil Rapp separated from service as the Executive Vice President of Strategic Planning of Augme Technologies, Inc. ("Augme") and Hipcricket, Inc. ("Hipcricket"), Augme's wholly owned subsidiary (collectively the "Company").

In conjunction with his resignation, the Company and Mr. Rapp entered into a Severance and General Release Agreement (the "Agreement"). Pursuant to the Agreement, in exchange for (i) a full release of any and all claims related to his employment and his separation from service and (ii) his agreement, for a period of 12 months, not to enter into the employment of, render services to, or acquire any interest whatsoever in any business trade or occupation in competition with the business of the Company, the Company has paid Mr. Rapp severance in the amount of $225,000. Mr. Rapp was also paid $22,579 in earned but unused paid time off.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description
10.1 Severance and General Release Agreement

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