0001185185-11-002023 Sample Contracts

Contract
Asure Software Inc • November 14th, 2011 • Services-computer integrated systems design

NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 14th, 2011 • Asure Software Inc • Services-computer integrated systems design • New York

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of September 30, 2011, by and among Asure Software, Inc., a Delaware corporation, and the undersigned buyers (each, a "Holder").

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 14th, 2011 • Asure Software Inc • Services-computer integrated systems design • New York

This Securities Purchase Agreement (this “Agreement”) is dated and effective as of September 30, 2011 by and between Asure Software, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (the “Purchaser”).

CHASE
Credit Agreement • November 14th, 2011 • Asure Software Inc • Services-computer integrated systems design • Texas

This agreement dated as of September 28, 2011 is between .IPMorgan Chase Bank, NA. (together with its successors and assigns, the "Bank"), whose address is 221 West 6th Street, Austin, TX 78701, and Asure Software, Inc. (individually, the "Borrower" and if more than one, collectively, the "Borrowers"), whose address is 108 Wild Basin road, Austin, TX 78746.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 14th, 2011 • Asure Software Inc • Services-computer integrated systems design • New York

This Securities Purchase Agreement (this “Agreement”) is dated and effective as of September 30, 2011 by and between Asure Software, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (the “Purchaser”).

ASSET PURCHASE AGREEMENT DATED AS OF OCTOBER 1, 2011 BY AND AMONG ASURE SOFTWARE, INC., ADI SOFTWARE, LLC AND ADI TIME, LLC
Asset Purchase Agreement • November 14th, 2011 • Asure Software Inc • Services-computer integrated systems design • Delaware
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