Accelerize Inc. Sample Contracts

FoRm of Indemnification Agreement
Indemnification Agreement • May 13th, 2014 • Accelerize New Media Inc • Services-business services, nec • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [__________ __, ____] by and between Accelerize New Media, Inc., a Delaware corporation (the “Company”), and the undersigned (“Indemnitee”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 31st, 2021 • CFN Enterprises Inc. • Services-business services, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of January 6, 2021, between CFN Enterprises Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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2,145,000 Shares Accelerize Inc. Common Stock, par value $0.001 per share PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • August 14th, 2015 • Accelerize Inc. • Services-business services, nec • New York

Accelerize Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this Placement Agency Agreement (this “Agreement”) and the Securities Purchase Agreement in a form mutually agreed upon by the Company and the Placement Agent (the “Purchase Agreement”) entered into with the investors identified therein (each, an “Investor” and collectively, the “Investors”), to issue and sell up to an aggregate of 2,145,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The Company hereby confirms its agreement with Craig-Hallum Capital Group LLC (“Craig-Hallum” or the “Placement Agent”) as set forth below. The Shares are more fully described in the Prospectus (as defined below).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 14th, 2015 • Accelerize Inc. • Services-business services, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 14, 2015, between Accelerize Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature page hereto (including each purchaser’s successors and assigns, individually, a “Purchaser”, in the aggregate, the “Purchasers”).

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EMPLOYMENT AGREEMENT
Employment Agreement • July 12th, 2023 • CFN Enterprises Inc. • Services-business services, nec • California

This Employment Agreement (the “Agreement”) is dated as of July 1, 2023 (the “Effective Date”) by and between CFN Enterprises, Inc., a Delaware corporation (the “Company”), and Rami Abi. (“Employee”). Company and Employee may hereinafter be collectively referred to as the Parties and individually as a Party.

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FORM OF COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • October 22nd, 2010 • Accelerize New Media Inc • Services-business services, nec

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 New Media, Inc. that such registration is not required.

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Contract
Warrant Agreement • May 22nd, 2023 • CFN Enterprises Inc. • Services-business services, nec

THIS WARRANT AND THE SHARES OF COMMON STOCK 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 SHARES OF COMMON STOCK 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 CFN ENTERPRISES INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

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Restricted Stock Agreement
Restricted Stock Agreement • November 14th, 2018 • Accelerize Inc. • Services-business services, nec • Delaware

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”).

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Employment Agreement
Employment Agreement • March 26th, 2010 • Accelerize New Media Inc • Services-business services, nec • Delaware

This Employment Agreement (the “Agreement”) will be effective as of January 1, 2010 (the “Effective Date”) by and between Accelerize New Media, Inc., a Delaware corporation with headquarters at 12121 Wilshire Blvd. Suite 322, Los Angeles, CA 90025 (the “Company”), and Daniel Minton, an individual (“Employee or “You”). Company and Employee may hereinafter be collectively referred to as the (“Parties”), each a (“Party”).

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Contract
Warrant Agreement • September 27th, 2012 • Accelerize New Media Inc • Services-business services, nec • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF OR IN ACCORDANCE WITH APPLICABLE LAW.

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PROMISSORY NOTE
Promissory Note • September 18th, 2019 • Accelerize Inc. • Services-business services, nec • New York

FOR VALUE RECEIVED, the undersigned, Accelerize Inc., a Delaware corporation (referred to herein as the “Borrower”), with offices at 2601 Ocean Blvd., Suite 310, Santa Monica, CA 90405, 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 September 30, 2024 (the “Maturity Date”).

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FORM OF COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • March 19th, 2015 • Accelerize Inc. • Services-business services, nec

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 NEW MEDIA, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

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Contract
Warrant Agreement • January 31st, 2018 • Accelerize Inc. • Services-business services, nec • Delaware

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

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COMMON STOCK PURCHASE WARRANT
Warrant Agreement • September 5th, 2018 • Accelerize Inc. • Services-business services, nec • New York

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.

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Contract
Warrant Agreement • May 11th, 2015 • Accelerize Inc. • Services-business services, nec • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.

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AMENDMENT NO. 1 TO ACCELERIZE NEW MEDIA, INC. CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • May 29th, 2009 • Accelerize New Media Inc • Services-business services, nec

THIS AMENDMENT NO. 1 (this “Amendment”) dated as of [_______ __, 2009], entered by and between Accelerize New Media, Inc., a Delaware corporation (the “Borrower”), and [___________] (the “Lender”), to a certain 12% Convertible Promissory Note, dated [_______ __, 2009], in the original principal amount of [ _______ thousand dollars ($______)], executed by the Borrower and delivered to the Lender (the “Original Note”).

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ACCELERIZE NEW MEDIA, INC. COMMON STOCK WARRANT
Warrant Agreement • November 14th, 2008 • Accelerize New Media Inc • Services-business services, nec • New York

This Warrant is issued effective as of January 1, 2007 (the “Warrant Issue Date”) to Damon Stein (“Holder”), by ACCELERIZE NEW MEDIA, INC., a Delaware corporation (the “Company”) in connection with the Asset Purchase Agreement dated as of December __, 2006 by and among the Company, Holder and the other parties thereto (the “Asset Purchase Agreement”).

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Accelerize New Media, Inc. PLACEMENT AGENT’S AGREEMENT
Placement Agent's Agreement • May 6th, 2010 • Accelerize New Media Inc • Services-business services, nec • New York

The undersigned, Accelerize New Media, Inc., a Delaware corporation (the “Company”), proposes to offer for sale in a private placement (“Offering”), up to three million (3,000,000) shares of common stock at $0.40 per share (the “Common Stock”), plus 3-year warrants to purchase an additional three million (3,000,000)shares of common stock with an exercise price of $0.65 per share (the “Warrants”, and collectively with the Common Stock, the “Securities”).

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EMPLOYMENT AGREEMENT
Employment Agreement • November 14th, 2017 • Accelerize Inc. • Services-business services, nec • California

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.

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WARRANT TO PURCHASE COMMON STOCK
Warrant Agreement • November 30th, 2016 • Accelerize Inc. • Services-business services, nec • California

This Warrant is being issued to Holder in connection with that certain Loan Agreement by and between Agility Capital II, LLC (“Lender”) and Company dated as of March 11, 2016, as amended from time to time (the “Loan Agreement”). The initial number of Shares issuable upon exercise of this Warrant is $75,000 divided by the Warrant Price. In addition to the foregoing, upon the occurrence of an Event of Default (as defined in the Loan Agreement) pursuant to Section 5(a) or Section 5(b) of the Loan Agreement, the number of Shares that may be acquired hereunder shall increase by an additional number of Shares equal to 5% of the number of Shares issuable hereunder upon the date of such Event of Default, and further increased on the 15th day following such Event of Default and on each 15th day thereafter (each, a “Measurement Date”) by a number of Shares equal to 5% of the number of Shares issuable upon such Measurement Date, until the Event of Default is cured to Lender’s satisfaction or waiv

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ACCELERIZE INC. Accelerize Inc. Stock Option Plan Stock Option Agreement
Stock Option Agreement • May 11th, 2015 • Accelerize Inc. • Services-business services, nec • New York

This Stock Option Agreement (this “Agreement”) is made as of the date shown as the “Date of Grant of Option” on Schedule 1 attached hereto and is between Accelerize Inc., a Delaware corporation (the “Company”), and the individual identified on Schedule 1 (the “Optionee”).

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FORM OF COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • November 14th, 2017 • Accelerize Inc. • Services-business services, nec

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.

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Employment Agreement
Employment Agreement • January 10th, 2011 • Accelerize New Media Inc • Services-business services, nec • California

This Employment Agreement (the “Agreement”) will be effective as of January 1, 2011 (the “Effective Date”) by and between Accelerize New Media, Inc., a Delaware corporation with headquarters at 204 Riverside Ave., Newport Beach, CA 92663 (the “Company”), and Thomas Gabriele, an individual (“Employee”). Company and Employee may hereinafter be collectively referred to as the (“Parties”), each a (“Party”).

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Confidential portions have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission (the "Commission")**
Referral Agreement • March 25th, 2014 • Accelerize New Media Inc • Services-business services, nec • Delaware

This Referral Agreement (the “Agreement”), effective as of the date on which this Agreement first becomes duly executed by both Parties hereto (the “Effective Date”), is made and entered into by and between Digital River Marketing Solutions, Inc. dba Direct Response Technologies, with offices located at 730 Holiday Drive, Foster Plaza, Building 8, Pittsburgh, PA 15220 (“DR”) and Accelerize New Media, Inc. dba CAKE Marketing, with offices located at 2244 W. Coast Highway, Suite 250, Newport Beach, California 92663 (“Company”) (each, a “Party”, and together, the “Parties”).

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Contract
Employment Agreement • March 26th, 2010 • Accelerize New Media Inc • Services-business services, nec
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CREDIT AGREEMENT
Credit Agreement • March 27th, 2018 • Accelerize Inc. • Services-business services, nec

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

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asset purchase AGREEMENT
Asset Purchase Agreement • May 20th, 2019 • Accelerize Inc. • Services-business services, nec • Delaware

This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of May 15, 2019, is entered into by and between Accelerize Inc., a Delaware corporation (“Seller”), and CAKE Software, Inc., a Delaware corporation (“Buyer”).

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Seventh Amendment To Loan And Security Agreement
Loan and Security Agreement • June 6th, 2018 • Accelerize Inc. • Services-business services, nec

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”).

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SEVENTH AMENDING AGREEMENT
Seventh Amending Agreement • May 20th, 2019 • Accelerize Inc. • Services-business services, nec • British Columbia

WHEREAS the Borrower and the Lender have entered into a credit agreement dated as of January 25, 2018 (the “Original Credit Agreement”), as amended by a first amending agreement (the “First Amending Agreement”) dated as of May 31, 2018, a second amending agreement (the “Second Amending Agreement”) dated as of June 13, 2018, a third amending agreement (the “Third Amending Agreement”) dated as of August 31, 2018, a fourth amending agreement (the “Fourth Amending Agreement”) dated as of January 23, 2019, a fifth amending agreement (the “Fifth Amending Agreement”) dated as of March 1, 2019 and a sixth amending agreement (the “Sixth Amending Agreement”) dated as of May 1, 2019 (collectively, the "Credit Agreement");

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VOLUNTARY CONVERSION AGREEMENT
Voluntary Conversion Agreement • September 7th, 2007 • Accelerize New Media Inc • Services-business services, nec • New York

THIS VOLUNTARY CONVERSION AGREEMENT dated as of this ___ day of July, 2007 (this "Agreement") is entered by and between Accelerize New Media, Inc. (the "Company") and _________________________ (the "Holder").

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March 23, 2009
Investor Relations Agreement • March 27th, 2009 • Accelerize New Media Inc • Services-business services, nec • New York

We are pleased to set forth in this letter of agreement (the “Agreement”) the terms of the retention of Strategic Growth International (“SGI”) by Accelerize New Media Inc. (collectively with its affiliates, the “Company”).

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Tenth Amendment To Loan And Security Agreement
Loan and Security Agreement • April 16th, 2019 • Accelerize Inc. • Services-business services, nec • New York

This TENTH AMENDMENT to LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of January 23, 2019, by and between ACCELERIZE INC., a Delaware corporation (“Borrower”), and SAAS CAPITAL FUNDING II, LLC, a Delaware limited liability company (“Lender”).

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SECOND AMENDING AGREEMENT
Second Amending Agreement • June 18th, 2018 • Accelerize Inc. • Services-business services, nec • British Columbia

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");

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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • July 12th, 2023 • CFN Enterprises Inc. • Services-business services, nec

This Amendment No. 1 (this "Amendment") to an Employment Agreement (the "Employment Agreement") dated August 25, 2021, by and between CFN Enterprises Inc., a Delaware corporation (the “Company”), and Brian Ross (the “Employee”), is entered as of this 1st day of July 2023. Each of the Company and the Employee may be referred to hereinafter as a "Party" and collectively, the "Parties".

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Re: Consent Letter, Agreement and Waiver
Loan and Security Agreement • May 20th, 2019 • Accelerize Inc. • Services-business services, nec • New York

Reference is made to that certain Loan and Security Agreement dated as of May 5, 2016, by and between Accelerize, Inc. (“Borrower”) and SaaS Capital Funding II, LLC (“Lender”), as amended by that certain First Amendment to Loan and Security Agreement, dated as of November 29, 2016, as further amended by that certain Second Amendment to Loan and Security Agreement, dated as of May 5, 2017, as further amended by that certain Third Amendment to Loan and Security Agreement, dated as of June 16, 2017, as further amended by that certain Fourth Amendment to Loan and Security Agreement, dated as of August 14, 2017, as further amended by that certain Fifth Amendment to Loan and Security Agreement, Limited Waiver and Consent, dated as of November 8, 2017, as further amended by that certain Sixth Amendment to Loan and Security Agreement and Consent, dated as of January 25, 2018, as further amended by that certain Seventh Amendment to Loan and Security Agreement, dated as of May 31, 2018, as furth

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