0001185185-12-000363 Sample Contracts

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 12th, 2012 • Asure Software Inc • Services-computer integrated systems design • New York

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 10, 2012, by and among Asure Software, Inc., a Delaware corporation (the "Company") and the undersigned buyers (each, a "Holder").

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Contract
Amendment • March 12th, 2012 • Asure Software Inc • Services-computer integrated systems design • New York

Amendment, dated March 10, 2012 (the “Amendment”) by and between Asure Technology, Inc., (“Company”) and each of the Holders executing signature pages hereto, representing the holders of at least fifty percent of the outstanding principal amount of the 9.0% Subordinated Convertible Promissory Notes (the “Notes”), issued pursuant to a Securities Purchase Agreement dated as of September 30, 2011 (the “Purchase Agreement”) by the Company to the parties thereto. Any capitalized term used but not defined in this Amendment shall have the meaning given to such term in the Notes.

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