0001437749-15-005451 Sample Contracts

FORM OF COMMON STOCK PURCHASE WARRANT
Accelerize Inc. • March 19th, 2015 • 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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Amendment No. 1 to Referral Agreement
Referral Agreement • March 19th, 2015 • Accelerize Inc. • Services-business services, nec

THIS AMENDMENT NO. 1 (the “Amendment”) is made as of December 22, 2014, and amends that certain Referral Agreement, dated November 22, 2013 (the “Agreement”), 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 Inc. (formerly known as Accelerize New Media, Inc.) dba CAKE Marketing, with offices located at 20411 SW Birch Street, Suite 250, Newport Beach, California 92660 (“Company”). Unless specified otherwise within this Amendment, all capitalized terms used in this Amendment shall have the same meaning as they do in the Agreement. The amendments made by this Amendment are, and are intended to be, effective as of November 22, 2013.

AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT
Employment Agreement • March 19th, 2015 • Accelerize Inc. • Services-business services, nec

This Amendment No. 3 (this "Amendment") to an Employment Agreement (the "Employment Agreement") entered as of June 26, 2013, by and between Accelerize Inc., a Delaware corporation with headquarters at 20411 SW Birch St. Ste. 250, Newport Beach, CA 92660 (the “Company”), and Michael Lin, a natural person, residing at 1300 Sussex Lane, Newport Beach, CA 92660 (the “Employee”), is entered as of this 12th day of January 2015. Each of the Company and the Employee may be referred to hereinafter as a "Party" and collectively, the "Parties".

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • March 19th, 2015 • Accelerize Inc. • Services-business services, nec

This Amendment No. 1 (this "Amendment") to an Employment Agreement (the "Employment Agreement") entered as of February 10, 2014, by and between Accelerize New Media, Inc., a Delaware corporation with headquarters at 20411 SW Birch St. Ste. 250, Newport Beach, CA 92660 (the “Company”), and Santi Pierini, a natural person, residing at 1224 Morningside D, Laguna Beach, CA 92651 (the “Employee”), is entered as of this 9th day of July 2014. Each of the Company and the Employee may be referred to hereinafter as a "Party" and collectively, the "Parties".

AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT
Employment Agreement • March 19th, 2015 • Accelerize Inc. • Services-business services, nec

This Amendment No. 3 (this "Amendment") to an Employment Agreement (the "Employment Agreement") entered as of February 10, 2014, by and between Accelerize Inc., a Delaware corporation with headquarters at 20411 SW Birch St. Ste. 250, Newport Beach, CA 92660 (the “Company”), and Santi Pierini, a natural person, residing at 1224 Morningside D, Laguna Beach, CA 92651 (the “Employee”), is entered as of this 12th day of January 2015. Each of the Company and the Employee may be referred to hereinafter as a "Party" and collectively, the "Parties".

FORM OF COMMON STOCK PURCHASE WARRANT
Warrant Agreement • 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 INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

FORM OF COMMON STOCK PURCHASE WARRANT
Accelerize Inc. • March 19th, 2015 • 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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