Accelerize Inc. Sample Contracts

Accelerize Inc. – Certificate of Amendment to Certificate of Incorporation Pursuant to Section 228 and Section 242 of the General Corporation Law of the State of Delaware (February 8th, 2019)

FIRST: upon the filing and effectiveness pursuant to the General Corporation Law of the State of Delaware (the “DGCL”) of this Certificate of Amendment to the Certificate of Incorporation of the Corporation, the number of shares of common stock which the Corporation shall be authorized to issue is increased from 100,000,000 to 500,000,000 and Article Fourth of the Certificate of Incorporation shall be amended in its entirety to read as follows:

Accelerize Inc. – Restricted Stock Agreement (November 14th, 2018)

This Restricted Stock Award Agreement (this “Agreement”) is made and entered into as of July 1, 2018 (the “Grant Date”) by and between Accelerize Inc. a Delaware corporation (the “Company”), and [Director] (the “Grantee”).

Accelerize Inc. – Ninth Amendment To Loan And Security Agreement and Limited Waiver (November 14th, 2018)

This NINTH AMENDMENT to LOAN AND SECURITY AGREEMENT AND LIMITED WAIVER (this “Amendment”) is entered into as of August 31, 2018, by and between ACCELERIZE INC., a Delaware corporation (“Borrower”), and SAAS CAPITAL FUNDING II, LLC, a Delaware limited liability company (“Lender”).

Accelerize Inc. – Form of Promissory Note PROMISSORY NOTE (November 14th, 2018)

FOR VALUE RECEIVED, the undersigned, Accelerize Inc., a Delaware corporation (referred to herein as the “Borrower”), with offices at 20411 SW Birch Street, Suite 250, Newport Beach, CA 92660, hereby unconditionally promises to pay to the order of [_____________________] (the “Lender”), in lawful money of the United States, at [__________________________________], or such other address as the Lender may from time to time designate, the principal sum of ____________ Thousand Dollars ($___,000) (the “Principal”). This Note shall mature and become due and payable in full on August 30, 2021 (the “Maturity Date”).

Accelerize Inc. – THIRD AMENDING AGREEMENT (November 14th, 2018)

WHEREAS the Borrower and the Lender have entered into a credit agreement dated as of January 25, 2018, as amended by a first amending agreement (the “First Amending Agreement”) dated as of May 31, 2018, and a second amending agreement (the “Second Amending Agreement”) dated as of June 13, 2018 (collectively, the "Credit Agreement");

Accelerize Inc. – Contract (September 5th, 2018)

THIS WARRANT AND THE COMMON STOCK SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS WARRANT AND THE COMMON STOCK SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ACCELERIZE INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

Accelerize Inc. – COMMON STOCK PURCHASE WARRANT (September 5th, 2018)

This warrant to purchase Common Stock (“Warrant”) is issued in connection with and pursuant to that amendment dated August31, 2018 to that certain Credit Agreement dated as of January 25, 2018 (the “Credit Agreement”), by and between the Company and Holder.

Accelerize Inc. – SECOND AMENDING AGREEMENT (June 18th, 2018)

WHEREAS the Borrower and the Lender have entered into a credit agreement dated as of January 25, 2018 as amended by a first amending agreement (the “First Amending Agreement”) dated as of May 31, 2018 (collectively, the "Credit Agreement");

Accelerize Inc. – Eighth Amendment To Loan And Security Agreement (June 18th, 2018)

THIS EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of June 13, 2018, by and between ACCELERIZE INC., a Delaware corporation (“Borrower”) and SAAS CAPITAL FUNDING II, LLC, a Delaware limited liability company (“Lender”).

Accelerize Inc. – Seventh Amendment To Loan And Security Agreement (June 6th, 2018)

THIS Seventh AMENDMENT to LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of May 31, 2018, by and between ACCELERIZE INC., a Delaware corporation (“Borrower”) and SAAS CAPITAL FUNDING II, LLC, a Delaware limited liability company (“Lender”).

Accelerize Inc. – FIRST AMENDING AGREEMENT (June 6th, 2018)

AND WHEREAS the parties have agreed to enter into this first amending agreement (the "First Amending Agreement") to amend the Credit Agreement as provided for herein (the Credit Agreement as amended by this First Amending Agreement is referred to as the "Amended Credit Agreement");

Accelerize Inc. – COMMON STOCK PURCHASE WARRANT (June 6th, 2018)

This warrant to purchase Common Stock (“Warrant”) is issued in connection with and pursuant to that amendment dated May 31, 2018 to that certain Credit Agreement dated as of January 25, 2018 (the “Credit Agreement”), by and between the Company and Holder.

Accelerize Inc. – Contract (June 6th, 2018)

This Promissory Note and the indebtedness evidenced hereby are subordinate in the manner and to the extent set forth in that certain Subordination Agreement (the “Subordination Agreement") dated as of May 31, 2018 among SaaS Capital Funding II, LLC, each of the Junior Creditors signatory thereto and Accelerize Inc., a Delaware corporation, to the Senior Debt (as defined in the Subordination Agreement); and each holder of this Note, by its acceptance hereof, shall be bound by the provisions of the Subordination Agreement.

Accelerize Inc. – Contract (June 6th, 2018)

THIS WARRANT AND THE COMMON STOCK SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS WARRANT AND THE COMMON STOCK SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ACCELERIZE INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

Accelerize Inc. – GUARANTEE MADE BY CAKE MARKETING UK LTD. IN FAVOR OF BEEDIE INVESTMENTS LIMITED AS OF JANUARY 25, 2018 McCarthy Tétrault LLP Suite 2400, 745 Thurlow Street Vancouver, British Columbia V6E 0C5 (March 27th, 2018)

WHEREAS the undersigned (the “Guarantor”) has agreed to provide Beedie Investments Limited (the “Lender”) with a guarantee of the Obligations (as hereinafter defined) of Accelerize Inc. (the “Obligor”);

Accelerize Inc. – PLEDGE AND SECURITY AGREEMENT Dated as of January 25, 2018 between ACCELERIZE INC. as the Grantor, and BEEDIE INVESTMENTS LIMITED, as the Secured Party (March 27th, 2018)

This PLEDGE AND SECURITY AGREEMENT, dated as of January 25, 2018 (as amended, restated, extended, supplemented or otherwise modified from time to time, this "Security Agreement"), is made by Accelerize Inc., a Delaware corporation (the "Grantor") (terms used in the preamble and the recitals have the definitions set forth in or incorporated by reference in Article I) in favor of Beedie Investments Limited, a corporation organized under the laws of the Province of British Columbia, Canada, (the "Secured Party").

Accelerize Inc. – SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND CONSENT (March 27th, 2018)

THIS SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND CONSENT (this “Amendment”) is entered into as of January 25, 2018, by and between ACCELERIZE INC., a Delaware corporation (“Borrower”) and SAAS CAPITAL FUNDING II, LLC, a Delaware limited liability company (“Lender”).

Accelerize Inc. – CREDIT AGREEMENT (March 27th, 2018)

NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties to this Agreement hereby agree as follows:

Accelerize Inc. – COMMON STOCK PURCHASE WARRANT (January 31st, 2018)

This warrant to purchase Common Stock (“Warrant”) is issued in connection with and pursuant to that certain Credit Agreement dated as of January 25, 2018 (the “Credit Agreement”), by and between the Company and Holder.

Accelerize Inc. – Contract (January 31st, 2018)

This warrant and the Common stock purchasable hereunder have not been registered under the securities act of 1933, as amended (the “act”), or applicable state securities laws, and have been acquired for investment and not with a view to, or in connection with, the sale or distribution thereof. No such sale or distribution may be effected (a) without an effective registration statement related thereto or (b) receipt by the Company of an opinion of counsel, both reasonably acceptable to the Company, to the effect that registration is not required under the act or applicable state securities laws or is exempt from such registration requirements of the act and applicable state securities laws. Copies of the agreements covering the purchase of these securities and restricting their transfer, including, but not limited to, the certificate of incorporation of the Company, as the same may be amended from time to time, may be obtained at no cost by written request made by the holder of record o

Accelerize Inc. – Restricted Stock Agreement (November 14th, 2017)

This Restricted Stock Award Agreement (this “Agreement”) is made and entered into as of July 1, 2017 (the “Grant Date”) by and between Accelerize Inc. a Delaware corporation (the “Company”), and [Director] (the “Grantee”).

Accelerize Inc. – FORM OF COMMON STOCK PURCHASE WARRANT (November 14th, 2017)

THIS WARRANT AND THE COMMON STOCK SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS WARRANT AND THE COMMON STOCK SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ACCELERIZE INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

Accelerize Inc. – AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (November 14th, 2017)

This Amendment No. 1 (this "Amendment") to an Employment Agreement (the "Employment Agreement") entered as of November 9, 2012, by and between Accelerize Inc., a Delaware corporation with headquarters at 20411 SW Birch St. Ste. 250, Newport Beach, CA 92660 (the “Company”), and Damon Stein, a natural person, residing at 236 Mabery Road, Santa Monica, CA 90402 (the “Employee”), is entered as of this 9th day of November 2017. Each of the Company and the Employee may be referred to hereinafter as a "Party" and collectively, the "Parties".

Accelerize Inc. – EMPLOYMENT AGREEMENT (November 14th, 2017)

This Employment Agreement (the “Agreement”) is dated as of November 9, 2017(the “Effective Date”) by and between Accelerize Inc., a Delaware corporation (the “Company”), and Paul Dumais (“Employee”). Company and Employee may hereinafter be collectively referred to as the Parties and individually as a Party.

Accelerize Inc. – Fifth Amendment To Loan And Security Agreement, Limited Waiver and Consent (November 14th, 2017)

THIS FIFTH AMENDMENT to LOAN AND SECURITY AGREEMENT, LIMITED WAIVER AND CONSENT (this “Amendment”) is entered into as of November 8, 2017, by and between ACCELERIZE INC., a Delaware corporation (“Borrower”) and SAAS CAPITAL FUNDING II, LLC, a Delaware limited liability company (“Lender”).

Accelerize Inc. – THIRD AMENDMENT TO LOAN AGREEMENT (November 14th, 2017)

This Third Amendment to Loan Agreement (the “Amendment”) is entered into as of November 8, 2017 by and between Agility Capital II, LLC (“Lender”) and Accelerize Inc. (“Borrower”).

Accelerize Inc. – FORM OF COMMON STOCK PURCHASE WARRANT (November 14th, 2017)

THIS WARRANT AND THE COMMON STOCK SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS WARRANT AND THE COMMON STOCK SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ACCELERIZE INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

Accelerize Inc. – FIRST AMENDMENT TO STANDARD MULTI-TENANT OFFICE LEASE – GROSS (August 29th, 2017)

This FIRST AMENDMENT TO STANDARD MULTI-TENANT OFFICE LEASE – GROSS (“First Amendment”) dated as of AUGUST 25, 2017, is entered into by and between FERRADO BAYVIEW, LLC, a Delaware limited liability company (“Lessor”), and ACCELERIZE INC. (formerly known as Accelerize New Media, Inc., a Delaware corporation) (“Lessee”).

Accelerize Inc. – Fourth Amendment To Loan And Security Agreement (August 16th, 2017)

THIS FOURTH AMENDMENT to LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of August 14, 2017, by and between ACCELERIZE INC., a Delaware corporation (“Borrower”) and SAAS CAPITAL FUNDING, LLC, a Delaware limited liability company (“Lender”).

Accelerize Inc. – Contract (August 16th, 2017)

THIS WARRANT AND THE COMMON STOCK SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS WARRANT AND THE COMMON STOCK SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ACCELERIZE INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

Accelerize Inc. – Contract (August 16th, 2017)

This Promissory Note and the indebtedness evidenced hereby are subordinate in the manner and to the extent set forth in that certain Subordination Agreement (the “Subordination Agreement") dated as of August [•], 2017 among SaaS Capital Funding II, LLC, each of the Junior Creditors signatory thereto and Accelerize Inc., a Delaware corporation, to the Senior Debt (as defined in the Subordination Agreement); and each holder of this Note, by its acceptance hereof, shall be bound by the provisions of the Subordination Agreement.

Accelerize Inc. – THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (August 14th, 2017)

This THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made as of June 16, 2017, by and between ACCELERIZE, INC. a Delaware corporation (“Borrower”), and SAAS CAPITAL FUNDING II, LLC, a Delaware limited liability company (“Lender”), under the following circumstances:

Accelerize Inc. – SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (May 11th, 2017)

This SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made as of May 10, 2017, by and between ACCELERIZE INC. a Delaware corporation (“Borrower”), and SAAS CAPITAL FUNDING II, LLC, a Delaware limited liability company (“Lender”), under the following circumstances:

Accelerize Inc. – FIRST AMENDMENT TO LOAN AGREEMENT (November 30th, 2016)

This First Amendment to Loan Agreement (the “Amendment”) is entered into as of November 29, 2016, by and between Agility Capital II, LLC (“Lender”) and Accelerize, Inc. (“Borrower”).

Accelerize Inc. – First Amendment To Loan And Security Agreement (November 30th, 2016)

THIS First AMENDMENT to LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of November 29, 2016, by and between ACCELERIZE INC., a Delaware corporation (“Borrower”) and SAAS CAPITAL FUNDING, LLC, a Delaware limited liability company (“Lender”).