0001352952-09-000008 Sample Contracts

FORM OF COMMON STOCK PURCHASE WARRANT
Accelerize New Media Inc • March 27th, 2009 • 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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March 23, 2009
Accelerize New Media Inc • March 27th, 2009 • 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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