8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (date of earliest event reported):  March 26, 2012

MACROSOLVE, INC.

(Exact name of registrant as specified in its charter)

Oklahoma	333-150332	73-1518725
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1717 South Boulder Ave. Suite 700, Tulsa, Oklahoma 74119

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (918) 280-8693

Copy of correspondence to:

Gregory Sichenzia, Esq.

James M. Turner, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32nd Floor

New York, New York 10006

Tel:  (212) 930-9700   Fax:  (212) 930-9725

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On March 26, 2012, MacroSolve, Inc. (the “Company”) issued an aggregate of seven units (“Units”) to certain investors (the “Purchasers”) for aggregate cash proceeds of $175,000 (the “Financing”).

Each Unit had a purchase price of $25,000 per Unit and consisted of Two Hundred Fifty Thousand (250,000) shares of the Company’s common stock, $0.01 par value (the “Common Stock”) and Series D Warrant to purchase Two Hundred Fifty Thousand (250,000) shares of Common Stock (the “Warrants”). The Warrants have an exercise price of $0.15 per share of Common Stock and will be exercisable until December 31, 2017. The Warrants may be exercised by the Purchasers by cashless exercise. In connection with the Financing, the Company granted each Purchaser registration rights upon the occurrence of a specified event.  

The Units sold in the private placement were not registered under the Securities Act, or the securities laws of any state, and were offered and sold in reliance on the exemption from registration afforded by Section 4(2) and Regulation D (Rule 506) under the Securities Act and corresponding provisions of state securities laws, which exempt transactions by an issuer not involving any public offering. The investors are “accredited investors” as such term is defined in Regulation D promulgated under the Securities Act.   This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing such securities contain a legend stating the same.

ITEM 9.01                      Financial Statements and Exhibits.

(d)           Exhibits.

10.01 Form of Subscription Agreement

10.02 Form of Warrant

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SIGNATURE

Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	MACROSOLVE, INC.
Date:  March 29, 2012	By:	/s/ KENDALL CARPENTER
		Kendall Carpenter
		Chief Financial Officer

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EX-10.01

Exhibit 10.01

SUBSCRIPTION AGREEMENT AND QUESTIONNAIRE

FOR COMMON UNITS SERIES 2012

pursuant to

2012 COMMON STOCK PRIVATE OFFERING

Gentlemen:

1.   Subscription.  The undersigned, desiring to purchase Common Unit(s) Series 2012 of MacroSolve, Inc., an Oklahoma corporation (the “Company”), at a purchase price of $25,000 per Unit, with each such Unit consisting of 250,000 shares of the Company’s common stock, par value $0.01 per share and a Series D warrant to purchase 250,000 shares of the Company’s common stock upon the terms and conditions set forth in the Warrant (a copy of which is attached hereto as Exhibit A and made a part hereof), hereby subscribes for and agrees to purchase the number of Common Units designated on page 4 below (referred to herein as the “Securities”) upon acceptance of this Subscription Agreement and Questionnaire (“Subscription Agreement”) by the Company.  The undersigned is delivering with this Subscription Agreement a check payable to the order of the Company in the amount shown at page 4 below.

2.   Registration.  The Company will undertake to file a registration statement on Form S-1 with the Securities and Exchange Commission to register the shares of common stock and the shares underlying the Warrant, issued pursuant to the Series 2012 Common Units purchased hereunder; provided that the Company first sells a minimum of forty (40) Series 2012 Common Units in this Offering for an aggregate purchase price of $1,000,000.

3.   Representations and Warranties.  By executing this Subscription Agreement, the undersigned further:

(a) Acknowledges that the undersigned (i) has received the Summary of Terms (“Summary”) and the form of Warrant; (ii) has been given access to and the opportunity to review the Company’s Certificate and Articles of Incorporation and bylaws; and (iii) is familiar with and understands each of the foregoing including the risk factors and other considerations referred to in the Summary and in the reports filed by the Company with the Securities and Exchange Commission (“SEC”) as described in the Summary;

(b) Represents and warrants that the undersigned in determining to purchase the Securities has relied solely upon the documents described herein and the advice of the undersigned’s legal counsel, accountants and other financial advisers with respect to the legal, tax, investment and other consequences involved in purchasing the Securities;

(c) Acknowledges that the Securities being acquired will be governed by the terms and conditions therein, which the undersigned accepts and by which the undersigned agrees to be legally bound;

(d) Represents and warrants that the Securities being acquired will be acquired for the undersigned’s own account without a view to public distribution or resale and that the undersigned has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Securities or any portion thereof;

(e) Represents and warrants that the undersigned (i) can bear the economic risk of the purchase of the Securities including the total loss of the undersigned’s investment and (ii) has such knowledge and experience in business and financial matters, including the analysis of or participation in offerings of privately issued investments, as to be capable of evaluating the merits and risks of an investment in the Securities, or that the undersigned is being advised by others (acknowledged by the undersigned as being the “Purchaser Representative(s)” of the undersigned) such that they and the undersigned together are capable of making such evaluation;

(f) Represents and warrants, if subject to the Employee Retirement Income Security Act (“ERISA”), that the undersigned is aware of and has taken into consideration the diversification requirements of Section 404(a)(3) of ERISA in determining to purchase the Securities and that the undersigned has concluded that the purchase of Securities is prudent;

(g) Understands that the Securities have not been registered under the Securities Act of 1933, as amended (the “Act”), or the securities laws of any state and are subject to substantial restrictions on transfer;

(h) Agrees that the undersigned will not sell or otherwise transfer or dispose of any Securities or any portion thereof unless such Securities are registered under the Act and any other applicable state securities laws or, if sold or transferred under an exemption from registration, the undersigned obtains an opinion of counsel that it is satisfactory to the Company that the Securities may be sold in reliance on an exemption from the registration requirements;

(i) Understands that, except as may otherwise be provided in Section 2 above, (i) the Company has no obligation or intention to register any Securities for resale or transfer under the Act or any state securities laws or to take any action (including the filing of reports or the publication of information as required by Rule 144 under the Act) which would make available any exemption from the registration requirements of any such laws and (ii) the undersigned therefore may be precluded from selling or otherwise transferring or disposing of the Securities for an indefinite period of time or at any particular time;

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(j) Acknowledges that the undersigned has been encouraged to rely upon the advice of the undersigned’s legal counsel, accountants, investment or other financial advisers with respect to the tax and other considerations relating to the purchase of the Securities and has been offered, during the course of discussions concerning the purchase of the Securities the opportunity to ask such questions and inspect such documents concerning the Company and its business and affairs as the undersigned has requested so as to understand more fully the nature of the investment and to verify the accuracy of the information supplied;

(k) Acknowledges that the undersigned has not relied on any information, disclosures or statements by the Company in making this investment except for those in the Summary, the Warrant, and the Company’s reports filed with the SEC;

(l) Represents and warrants that (i) if an individual, the undersigned is at least 21 years of age; (ii) the undersigned has adequate means of providing for the undersigned’s current needs and personal contingencies; (iii) the undersigned has no need for liquidity in the undersigned’s investment; (iv) the undersigned maintains the undersigned’s principal residence at the address shown below; (v) all investments in and commitments to non-liquid investments are, and after the purchase of the Securities will be, reasonable in relation to the undersigned’s net worth and current needs; and (vi) any financial information that is provided herewith by the undersigned, or is subsequently submitted by the undersigned at the request of the Company, does or will accurately reflect the undersigned’s financial condition with respect to which the undersigned does not anticipate any material adverse change;

(m) Understands that no securities commission or authority has approved or disapproved the Securities, passed upon or endorsed the merits of this offering or the accuracy or adequacy of the documents delivered by the Company, or made any finding or determination as to the fairness of the Securities for public investment;

(n) Acknowledges that the Company has the unconditional right to accept or reject this subscription;

(o) Understands that the Securities are being offered and sold in reliance on specific exemptions from the registration requirements of federal and state laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings set forth herein in order to determine the suitability of the undersigned to acquire the Securities;

(p) Represents and warrants that the information set forth in this Subscription Agreement and Questionnaire concerning the undersigned is true and correct;

(q) Represents, warrants and agrees that, if the undersigned is acquiring the Securities in a fiduciary capacity, (i) the above representations, warranties, agreements, acknowledgments and understandings shall be deemed to have been made on behalf of the person or persons for whose benefit such Securities are being acquired, (ii) the name of such person or persons is indicated below under the subscriber’s name and (iii) such further information as the Company deems appropriate shall be furnished regarding such person or persons;

 (r) Agrees that the Company may present the information contained herein to such persons as it deems appropriate if called upon to verify the information provided or to establish the availability of an exemption from registration under Section 4(2) of the Act, Regulation D or any state or other securities statutes or regulations or if the contents are relevant to any issue in any action, suit or proceeding which it is or may be bound; and

(s) Agrees that any dispute concerning this investment, the Securities, the Summary or this Subscription Agreement and Questionnaire, including the issue of whether the dispute is subject to arbitration, will be resolved, to the extent permitted by law, by arbitration in Tulsa, Oklahoma, under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) by a single arbitrator selected by the Company from the AAA’s panel of arbitrators.

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IN WITNESS WHEREOF, intending to irrevocably bind the undersigned and the personal representatives, successors and assigns of the undersigned and to be bound by this Subscription Agreement and Questionnaire, the undersigned is executing this Subscription Agreement on the date indicated.

The undersigned is subscribing for the following number of Common Units and has enclosed a check payable to the order of MacroSolve, Inc. in the following amount in full payment for such Common Units:

No. of Units: _______                                                                Check in amount of $__________.

Dated: ___________                                   

____________________________________________

Signature of Investor (Additional Signature if required)

____________________________________________

Print Name of Individual, Corporation, Partnership, Plan

Or Trust

______________________________________________

Social Security Number or Tax I.D. Number under

which securities shall be registered

____________________________________________

Mailing Address

                ______________________________________________

City                        State                                           Zip Code

______________________________________________

Home Telephone Number    Business Telephone Number

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Investor Questionnaire

Please complete the portion of the questionnaire applicable to the type of Investor.

I.           Investor Accreditation for Individual Investors.

1.           Accredited Investor Status.  Please complete each of the following certifications:

(a) I certify that I have an individual net worth (or a joint net worth with my spouse) in excess of $1,000,000 (excluding homes, home furnishings and automobiles.

Yes ________ No___________

(b) I certify that I had individual income (excluding any income of my spouse) of more than $200,000 in each of the previous two calendar years or joint income with my spouse in excess of $300,000 in each of those years and I reasonably expect to reach the same income level in the current year.

Yes ________ No __________

II.           Accredited Investor Status for Trust Investors.

Please complete each of the following certifications.

1.           The undersigned Trust has as its trustee a bank as defined in Section 3(a)(2) of the Securities Act of 1933.

Yes _________                                No __________

2. The undersigned Trust certifies that it has total assets in excess of $5,000,000, was not formed for the specific purpose of acquiring the Securities and is directed by a sophisticated person as defined in Rule 506(b)(2)ii) under the Securities Act of 1933.

Yes _________                                No __________

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III. Accreditation for Corporate, Partnership or Limited Liability Company Investors.

Please complete each of the following certifications:

1. The undersigned Corporation, Partnership or Limited Liability Company certifies that EACH of its shareholders, partners, or members meets at least ONE of the following conditions:

(a) Each shareholder, partner, or member is a natural person whose individual net worth (or joint net worth with his/her spouse) exceeds $1,000,000 (excluding home, home furnishings and personal property).

o  Yes    o No

(b) Each shareholder, partner, or member is a natural person who had an individual income in excess of $200,000 in each of the previous two calendar years or joint income with such person’s spouse in excess of $300,000 in each of those years and who reasonably expects to reach the same income level for the current calendar year.

o  Yes    o No

(c) The shareholder, partner, or member is a corporation, partnership, or limited liability company and all of the shareholders, partners, or members of such corporation, partnership, or limited liability company can answer yes to statement III.1(a) or (b) above.

o  Yes    o No

2. The undersigned Corporation, Partnership or Limited Liability Company certifies that it has total assets in excess of $5,000,000 and that it was not formed for the specific purpose of investing in the Securities.

o  Yes    o No

3. The undersigned Corporation, Partnership or Limited Liability Company certifies that it is a broker, or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934 and purchasing the Securities for its own account.

o  Yes    o No

4. The undersigned Corporation, Partnership or Limited Liability Company certifies that is it an organization described in Section 501(c)(3) of the Internal Revenue Code with total assets in excess of $5,000,000.

o  Yes    o No

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Exhibit A

[Warrant]

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EX-10.02

Exhibit 10.02

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT FOR DISTRIBUTION, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  NEITHER THIS WARRANT NOR THE SHARES MAY BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT EITHER AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.  THIS WARRANT MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, PLEDGE OR OTHER TRANSFER OF ANY INTEREST IN THIS WARRANT OR THE SHARES ISSUABLE HEREUNDER.

MacroSolve, Inc.

Series D Warrant to Purchase Common Stock

Issuer:	MacroSolve, Inc.
Class of Stock:	Common Stock
Issue Date:	_________________________
Expiration Date:	December 31, 2017
Holder:	_________________________

THIS WARRANT TO PURCHASE COMMON STOCK, $0.01 par value per share (“Common Stock”), of MacroSolve, Inc. (the “Company”) is being issued in conjunction with the Holder’s purchase of Common Unit(s)Series 2012 of even date herewith (the “Common Unit(s)”), each such Common Unit consisting of 250,000 shares of Common Stock and a warrant to purchase 250,000 shares of Common Stock of the Company upon the terms and conditions set forth herein.

1.Warrants.

This Warrant entitles  Holder to purchase from the Company up to 250,000 shares of the Company’s Common Stock (the “Shares” or “Warrant Shares”) at an exercise price of $0.15 per share (the “Exercise Price”).  This Warrant shall expire on December 31, 2017 (“Expiration Date”), after which Holder shall no longer be able to purchase any Warrant Shares not exercised prior to that date.

2.Exercise.

a.Method of Exercise.  Holder may exercise this Warrant in whole or in part by delivering to the principal office of the Company a duly executed Warrant Notice of Exercise substantially in the form attached as Appendix 1 (“Notice of Exercise”) accompanied by this Warrant and payment in immediately available funds of the Exercise Price times the number of Shares to be purchased (the “Purchase Price”).

b.Delivery of Certificate and New Warrant.  As promptly as practicable after the receipt of the Notice of Exercise and the Purchase Price, but in any event not more than three (3) business days after the Company’s receipt thereof, the Company shall issue the Warrant Shares duly covered thereby and (i) cause a certificate representing the Shares acquired to be mailed to the Holder for delivery by overnight courier, or (ii) if a Registration Statement covering the Shares has been declared effective by the SEC, cause a certificate representing the Shares acquired to be electronically transferred to Holder.

c.Replacement of Warrants.  On receipt of evidence reasonably satisfactory to the Company of the loss, theft or destruction of this Warrant and an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of its mutilation, surrender of the mutilated Warrant for cancellation, the Company at its expense shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor.

d.Net Issue Election.  Holder may elect to receive, without the payment by Holder of any additional consideration, shares of Common Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the Notice of Exercise duly executed.  Thereupon, the Company shall issue to Holder such number of fully paid and non-assessable shares of Common Stock as is computed using the following formula:

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X= Y(A-B)

   A

Where:

X = the number of shares of Common Stock to be issued to Holder pursuant to this Section 2.d.

Y = the number of shares of Common Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 2.d.

A = the Fair Market Value (defined below) of one share of Common Stock, as determined at the time the net issue election is made pursuant to this Section 2.d (the “Determination Date”).

B = the Exercise Price.

“Fair Market Value” of a share of Common Stock shall mean:

(i)   the VWAPPS of the Common Stock determined by calculating the dollars traded in every transaction in the Common Stock for the three-day trading period immediately prior to the date of Holder’s Notice of Exercise, as reported on the OTCBB (or any other recognized securities market on which the Common Stock is traded if not then quoted on the OTCBB) divided by the total number of shares of Common Stock traded during that three-day period; or

(ii)   If there is no public market for the Common Stock, then Fair Market Value shall be determined in good faith by the Company’s Board of Directors.

3.           Reorganization; No Shareholder Rights.

a.      Reorganization.  If after the date hereof the Company shall enter into any Reorganization (as hereinafter defined), then, as a condition of such Reorganization, lawful provisions shall be made, and documents evidencing the same duly executed by the Company or its successor shall be delivered to the Holder, so that the Holder shall thereafter have the right to purchase, at a total price not to exceed that payable upon exercise the Exercise Price per Share, the kind and amount of shares of stock and other securities and property receivable upon such Reorganization by a holder of the number of shares of Common Stock which might have been purchased by the Holder immediately prior to such Reorganization, and in any such case appropriate provisions shall be made with respect to the rights and interest of the Holder to the end that the provisions hereof (including without limitation, provisions for the adjustment of the Exercise Price per Share and the number of Shares issuable hereunder) shall thereafter be applicable in relation to any shares of stock or other securities and property thereafter deliverable upon exercise hereof. For the purposes of this Section 3.a., the term “Reorganization” shall include without limitation any reclassification, capital reorganization or change of the Common Stock (other than as a result of a subdivision, combination or stock dividend), or any consolidation of the Company with, or merger of the Company into, another corporation or other business organization (other than a merger in which the Company is the surviving corporation and which does not result in any reclassification or change of the outstanding Common Stock), or any sale or conveyance to another corporation or other business organization of all or substantially all of the assets of the Company.

b.           No Voting or Dividend Rights.  Nothing contained in this Warrant shall be construed as conferring upon the Holder hereof the right to vote or to consent or to receive notice as a shareholder of the Company or any other matters or any rights whatsoever as a shareholder of the Company prior to the exercise of the Holder’s rights to purchase shares of Common Stock as provided for herein.  No dividends or interest shall be payable or accrued in respect of this Warrant or the interest represented hereby or the shares purchasable hereunder until, and only to the extent that, this Warrant shall have been exercised.

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4.Representation and Covenant of the Company.

a.Representations and Warranties.  The Company hereby represents and warrants to Holder that all Shares which may be issued upon the exercise of the purchase right represented by this Warrant, shall, upon issuance, be duly authorized, validly issued, fully paid and non-assessable, and free of any liens and encumbrances.

b.Reservation of Warrant Shares.  The Company has reserved and will keep available, out of the authorized and unissued shares of Common Stock, the full number of shares sufficient to provide for the exercise of the rights of purchase represented by this Warrant.

Representations and Covenants of the Holder.

a.Private Issue.  Holder understands (i) that the Shares issuable upon exercise of Holder’s rights contained in the Warrant are not registered under the Securities Act of 1933 (the “Act”) or qualified under applicable state securities laws on the ground that the issuance contemplated by the Warrant will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on Holder’s representations set forth in this Section 5 and in Holder’s Subscription Agreement and Questionnaire given in conjunction with Holder’s purchase of the Common Unit(s).

b.Financial Risk.  Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment represented by this Warrant and the Warrant Shares, and has the ability to bear the economic risks of its investment.

c.Risk of No Registration.  Holder understands that if the Company does not register with the Securities and Exchange Commission pursuant to Section 12 of the Act, or file reports pursuant to Section 15(d), of the Securities Exchange Act of 1934 (the “1934 Act”), or if a registration statement covering the Warrant Shares under the Act is not in effect when Holder desires to sell  the Shares issued upon exercise of this Warrant, Holder may be required to hold such securities for an indefinite period.

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d.Accredited Investor.  Holder is an “accredited investor,” as such term is defined by the federal securities laws.

5.Miscellaneous.

a.Term.  This Warrant is exercisable, in whole or in part, at any time and from time to time on or after the date hereof and on or before the Expiration Date set forth above.

b.Transfer; Compliance with Securities Laws on Transfer.  This Warrant may not be transferred or assigned in whole or in part except in conjunction with a transfer or assignment of the common stock underlying the Common Units Series 2012 pursuant to which this Warrant was issued; provided, however, that no such transfer or assignment shall be made without compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company).  The Company shall not require Holder to provide an opinion of counsel if the transfer is to an affiliate of Holder.

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c.Notices, Etc.  All notices and other communications required or permitted hereunder shall be in writing and shall be delivered personally or by a nationally recognized overnight courier service, as follows:

If to the Company, to:

MacroSolve, Inc.

1717 South Boulder Ave.

Suite 700

Tulsa, OK 74119

Attention: Chief Executive Officer

If to the Holder, to:

The address shown in the Holder’s Buyer Signature Page

to the Subscription Agreement

or at such other address as the Company shall have furnished to the Holder.  Each such notice or other communication shall for all purposes of this Warrant be treated as effective or having been given when delivered if delivered personally, or, if sent by mail, at the earlier of its receipt or one (1) days after the same has been delivered to said courier service as aforesaid.

d.Amendment.  This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought.

e.Attorney’s Fees.  In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorney’s fees.

f.Governing Law; Dispute Resolution.  This Warrant shall be governed by and construed in accordance with the laws of the State of Oklahoma, without giving effect to its principles regarding conflicts of law.  Any dispute concerning this Warrant or the investment of Holder of the Company, including a dispute about whether the dispute is subject to arbitration, shall be resolved by arbitration in Tulsa, Oklahoma, under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) by a single arbitrator selected by the Company from the AAA’s panel of arbitrators.

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IN WITNESS WHEREOF, the Company has caused this Series D Warrant to Purchase Common Stock to be executed and delivered by its duly authorized Chief Executive Officer as of the date first above written.

MacroSolve, Inc.
By:
	Steve Signoff
Title:	Chief Executive Officer

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APPENDIX 1

NOTICE OF EXERCISE

SERIES D WARRANT

1.The undersigned hereby elects to purchase _______ shares of the Common Stock of MacroSolve, Inc. pursuant to the terms of the Series D Warrant to Purchase Common Stock issued by MacroSolve, Inc. on.

2.The undersigned hereby makes the net issue election authorized by Section 2.d. of the Warrant with respect toshares of Common Stock.

3.Please issue a certificate or certificates representing said shares in the name of the undersigned or in such other name as is specified below:

(Name and Address)

4.The undersigned makes and repeats the representations and covenants set forth in Section 5 of the Warrant.

(Signature)

(Date)

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