Accelerize Inc. (Form: 10-K, Received: 03/17/2016 16:56:39)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2015

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to _________.

Commission file number 000-52635

ACCELERIZE INC.

(Exact name of registrant as specified in its charter)

Delaware	20-3858769
(State of Incorporation)	(IRS Employer Identification No.)

20411 SW BIRCH STREET, SUITE 250

NEWPORT BEACH

CALIFORNIA 92660

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (949) 548-2253

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ]	Accelerated filer [X]

Non-accelerated filer [ ]	Smaller reporting company [X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X]

The aggregate market value of the common equity voting shares of the registrant held by non-affiliates on June 30, 2015, the registrant's most recently completed second fiscal quarter, was $98,176,181. For purposes of this calculation, an aggregate of 8,285,242 shares of Common Stock were held by the directors and officers of the registrant on June 30, 2015 and have been included in the number of shares of Common Stock held by affiliates.

The number of the registrant’s shares of Common Stock outstanding as of March 16, 2016: 65,059,540

In this Annual Report on Form 10-K, the terms the “Company,” “Accelerize,” “we,” “us” or “our” refers to Accelerize Inc., unless the context indicates otherwise.

WARNING CONCERNING FORWARD LOOKING STATEMENTS

THIS ANNUAL REPORT CONTAINS STATEMENTS WHICH CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE FEDERAL SECURITIES LAWS. ALSO, WHENEVER WE USE WORDS SUCH AS “BELIEVE,” “EXPECT,” “ANTICIPATE,” “INTEND,” “PLAN,” “ESTIMATE,” “MAY,” “PREDICT,” “WILL,” “POTENTIAL,” OR SIMILAR EXPRESSIONS, WE ARE MAKING FORWARD LOOKING STATEMENTS. FOR EXAMPLE, WHEN WE DISCUSS OUR EXPECTATIONS THAT OUR REVENUES WILL INCREASE IN 2016, OUR INTENTIONS TO GROW REVENUES BY INVESTING IN SALES AND MARKETING EFFORTS, OUR SPENDING ON RESEARCH AND DEVELOPMENT, TRAINING, ACCOUNT MANAGEMENT AND SUPPORT PERSONNEL, THE INTERNET MARKET TRENDS, AND SPECIFICALLY, THE GROWTH IN ON-LINE ADVERTISING, PERFORMANCE BASED MARKETING, AND SOFTWARE-AS-A-SERVICE, AND OUR EXPECTATIONS BASED ON SUCH TRENDS, WE ARE USING FORWARD LOOKING STATEMENTS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON OUR PRESENT INTENT, BELIEFS OR EXPECTATIONS, BUT FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY OUR FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS.

IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN OUR FORWARD LOOKING STATEMENTS INCLUDE, AMONG OTHERS, GENERAL MARKET CONDITIONS, INCLUDING WEAKNESS IN THE ECONOMY, REGULATORY DEVELOPMENTS AND OTHER CONDITIONS WHICH ARE NOT WITHIN OUR CONTROL.

OTHER RISKS MAY ADVERSELY IMPACT US, AS DESCRIBED MORE FULLY IN THIS ANNUAL REPORT UNDER “ITEM 1A. RISK FACTORS.”

YOU SHOULD NOT PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS.

EXCEPT AS REQUIRED BY LAW, WE UNDERTAKE NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD LOOKING STATEMENTS AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.

ACCELERIZE INC.

2015 ANNUAL REPORT ON FORM 10-K

Table of Contents

		Page

PART I

Item 1.	Business	4
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	13
Item 2.	Properties	13
Item 3.	Legal Proceedings	14
Item 4.	Mine Safety Disclosures	14

PART II

Item 5.	Market For the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	14
Item 6.	Selected Financial Data	15
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 8.	Financial Statements and Supplementary Data	22
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	22
Item 9A.	Controls and Procedures	23
Item 9B.	Other Information	23

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	24
Item 11.	Executive Compensation	25
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	28
Item 13.	Certain Relationships and Related Transactions, and Director Independence	29
Item 14.	Principal Accountant Fees and Services	30

PART IV

Item 15.	Exhibits and Financial Statement Schedules	30

PART I

Item 1. Business

Overview

We own and operate CAKE and getcake.com, a marketing technology that provides a comprehensive suite of innovative marketing intelligence tools. Our powerful software-as-a service, or SaaS, is an enterprise solution that has been an industry standard for advertisers, networks, publishers and agencies to measurably improve and optimize digital spend. We currently have over 500 customers driving billions of consumer actions monthly through the CAKE enterprise platform.

On September 30, 2014, we announced a new product offering purpose built for brand advertisers to unify the tracking, attribution and optimization of digital marketing spend across search, display, email, video, social, affiliate and other marketing channels. CAKE for Advertisers allows brands to move beyond the confines of siloed data to track, attribute and optimize digital marketing campaigns in real-time. In 2015, the product was enhanced to include machine learning, multi-touch attribution capabilities. These new capabilities enhance our existing rules-driven attribution to programmatically allow marketers to analyze complex customer journeys; enabling planning and marketing course correction decisions to drive better return on investment of advertising spend.

The CAKE SaaS proprietary marketing platform is used by some of the world’s leading companies and largest customer-base of enterprise performance marketing networks and advertisers. CAKE’s solutions are based on reliable, feature rich technology and are bolstered by the industry’s leading customer service and top tier technology partners-assuring the highest level of uptime.

On January 5, 2016, Gartner, Inc. updated its coverage of us and once again named us as a Vendor to Watch in its “Magic Quadrant for Digital Marketing Hubs” report. This research is intended for chief marketing officers (CMOs), chief marketing technologists and other digital marketing leaders involved in the selection of core systems to support digital marketing business requirements. According to Gartner, we have hub-like real-time multichannel data management and onboarding capabilities. CAKE is for enterprise performance marketers looking to optimize lead generation and customer acquisition through affiliate and direct marketing channels.

Our revenue model is based on a monthly license fee, a usage fee (based on volume of clicks, impressions, or leads), a training and implementation fee, and in certain cases, professional services fees and royalties. Clients purchase annual or monthly subscriptions with an additional usage fee. A majority of our revenue is derived from clients in the United States but we have seen a 16% year on year growth in our client base outside of the United States. During November 2012, we formed Cake Marketing UK Ltd, or the Subsidiary, a private limited company, which is our wholly-owned subsidiary located in the United Kingdom in order to better provide our services in the European market.

Our business is currently headquartered in Newport Beach, California, with operations in Santa Monica, California, and London, England, allowing us to provide global support to our client base. The CAKE platform supports multiple languages and currencies so online marketers can track the performance of their marketing campaigns and better target their digital spend on a global scale.

Our training, support personnel, hosting and cloud-based infrastructure contribute to our cost of operating the business. We anticipate more spending in these areas while we continue to grow, and we can foresee some savings in infrastructure cost due to economies of scale. In addition, development resources were required to continue to enhance the products. Those resources were used to extend our software platform and to create specific integrations to third party technologies that include, but are not limited to, Google AdWords, Bing Ads, YouTube, Facebook, DoubleClick and Marketo.

We intend to continue to grow revenues by investing in sales, marketing, and product development and innovation. We allocated a portion of our marketing budget to being present at tradeshows, writing for and participating in industry publications, and providing the support documentation required by sales initiatives. Additional efforts will be made to speak at industry events and write for online publications, increasing awareness of the CAKE suite of products and the thought leadership driving product development.

Our principal offices are located at 20411 SW Birch Street, Suite 250, Newport Beach, CA 92660. Our telephone number there is: (949) 548-2253. Our corporate website is: www.accelerize.com, the contents of which are not part of this annual report.

Our Common Stock is quoted on the OTCQB Marketplace under the symbol "ACLZ".

Industry and Market Opportunity

●	International Data Corporation, or IDC, cloud research predicted that spending on public IT cloud services would reach $47.4 billion in 2013 and is expected to be more than $107 billion in 2017. Over the 2013–2017 forecast period, IDC believes public IT cloud services will have a compound annual growth rate (CAGR) of 23.5%, five times that of the industry overall.
●	IDC predicts that by 2016, $1 out of every $5 spent on software will be spent on cloud-based software.
●	The mobile SaaS market is expected to grow to $16.6 billion by 2016, with a compound annual growth rate of 29.5%, according to Strategy Analytics.
●	Global spending on advertising is expected to grow from $480 billion in 2012 to $619 billion in 2017, according to Magna Global.

Additional Characteristics

Managing online marketing campaigns is still a costly proposition. CPMs (cost per thousand impressions) tend to be slightly higher than other traditional media. Accordingly, customer acquisition costs can easily become astronomical, if left unchecked. Risks associated with customer acquisition costs are as follows:

●	Anonymity of customer base : It is extremely difficult to identify the demographics, geographics, and psychographics of online users, even with existing search tools, which may leave paid leads unutilized;
●	Fraudulent procurement or creation of customer leads : Some publishers provide fraudulent data to advertisers to increase their revenue, which artificially increases customer acquisition costs without increasing revenues;
●	Performance of online marketing programs is poorly measured and not automated: For example, campaign costs based on clicks and conversions are measured at the campaign period without any controls. Additionally, there is no immediate feedback on determining which banners are more effective than others; and
●	Information about online campaigns between advertisers and affiliates is not automated, which may lead to inefficient relationships: Advertisers rely largely on affiliates to acquire customers. However, advertisers are unable to provide timely information about their campaigns to affiliates and advertisers do not receive timely information about each affiliate’s productivity per campaign.

The business environment for our SaaS platform is characterized as follows:

●	Larger advertisers are evaluating mission-critical software, such as ours, to manage their online performance-based initiatives. Such companies are factoring whether it is more beneficial to them to either develop their own technology or license it from third-parties, such as us;
●	As the online performance-based market grows, there are new entrants as solution providers, who are competing mostly on price and less on richness of features and performance tools;
●	We believe that our existing and potential customer base continues to look for more measurable results in their online performance-based growth; and
●	We believe there are opportunities to increase our number of clients globally where companies are adopting and implementing online performance-based initiatives.

Our Solutions

We believe that our business depends upon the continuing increase of consumer and business use of the Internet and mobile devices as primary tools to facilitate research, communications and transactions.

We own and operate CAKE, and getcake.com, a marketing technology that provides a comprehensive suite of innovative marketing intelligence tools. Our powerful SaaS is an enterprise solution that has been an industry standard for advertisers, networks, publishers and agencies to measurably improve and optimize digital spend. We currently have over 500 customers driving billions of consumer actions monthly through the CAKE enterprise platform.

CAKE allows users to qualify their leads using business rules, reducing the number of fraudulent leads. It also allows for real-time management of customer acquisition costs and realization rates for each marketing program, specific product campaign and lead source. Additional performance tools allow for user analysis of customer-centric performance as well as real-time consolidated data. Also, our software enables access to certain demographics for each potential lead, revealing trends relevant to marketers.

Benefits to our clients:

●	Real-time reporting and monitoring of lead and conversion rates, per campaign and per lead source;
●	Monitoring of fraudulent customer leads;
●	Reduced costs to customers from overall IT infrastructure and personnel savings;
●	Setting and modifying budget limits to cap leads and conversions;
●	Providing marketing intelligence tools that allow granular visibility to demographic and geographic data of online users; and
●	Enhancing the relationship between advertisers and affiliates.

We leverage off the expertise of the following third-party companies in providing our services:

●	Rackspace Hosting, which operates in the hosting and cloud computing industry. It provides information technology (IT) as a service, managing Web-based IT systems for small and medium-sized businesses, as well as large enterprises worldwide;
●	Amazon Web Services , which operates cloud computing hosting environments; and
●	Microsoft Corporation, which provides software and related platforms for commercial and private users.

How we market our services

We use our internal sales force to market CAKE to online marketers. Additionally we market our software through www.getcake.com, and by attending industry trade shows and events. Our clients utilize our software to provide performance-based marketing services to corporations worldwide.

Intellectual Property

Our employees are required to execute confidentiality and non-use agreements that transfer any rights they may have in copyrightable works or patentable technologies to us. In addition, prior to entering into discussions with potential business partners or customers regarding our business and technologies, we generally require that such parties enter into nondisclosure agreements with us. If these discussions result in a license or other business relationship, we also generally require that the agreement setting forth the parties’ respective rights and obligations include provisions for the protection of our intellectual property rights. For example, the standard language in our agreements provides that we retain ownership of all patents and copyrights in our technologies and requires our customers to display our copyright and trademark notices. As of December 31, 2015, we do not have any registered or pending patents or trademarks, except for a Service Mark (Reg. No. 4,225,522) issued on October 16, 2012 by the U.S. Patent and Trademark Office which consists of geometric shapes arranged to resemble a multi-layered slice of cake.

Competition

CAKE's products have specific competitors in each of the channels that we track and support. Competitors in the affiliate tracking industry include TUNE/HasOffers and HitPath. Impact Radius is a privately-held company with a performance and direct response advertising platform focused on retail tracking. Competitors in the mobile tracking sector include TUNE/Mobile App Tracking.

Competitors for CAKE for Advertisers are specific to the product’s functionality. For attribution, our competitors include Google/Adometry, AOL/Convertro and VisualIQ. For analytics and data visualization competitors include Oragami Logic and Becken. For advertisers that advertise within an affiliate channel, but that want direct relationships with their publishers, Conversant (acquired by ADS) and Rakuten offer service-based solutions, but do not provide software.

Our SaaS competitors have significantly greater capital, technology, resources, and brand recognition than we do. We differentiate from our competition by providing an enterprise suite of SaaS, cloud-based marketing intelligence solutions. Most competitors have single channel solutions or have a services model.

Government Regulation

Although there are currently relatively few laws and regulations directly applicable to our software and the Internet, it is possible that new laws and regulations will be adopted in the United States and elsewhere. The adoption of restrictive laws or regulations could slow or otherwise affect Internet growth and the development or usage of our software. The application of existing laws and regulations governing Internet and software issues such as property ownership, libel and personal privacy is also subject to substantial uncertainty. There can be no assurance that current or new government laws and regulations, or the application of existing laws and regulations (including laws and regulations governing issues such as property ownership, taxation, defamation and personal injury) will not expose us to significant liabilities, slow Internet growth and the development or usage of our software or otherwise hurt us financially.

Research and Development

During 2015 and 2014, we incurred research and development expenses of approximately $4,630,000 and $2,485,000, respectively, in order to further enhance our CAKE software.

Employees

As of December 31, 2015, we had 94 full-time employees, including all of our executive officers. None of our employees are covered by collective bargaining agreements, and we believe our relationships with our employees to be good.

Item 1A. Risk Factors

Our business faces risks. If any of the events or circumstances described in the following risks actually occur, our business, financial condition or results of operations could suffer, and the trading price of our common stock could decline. Our investors and prospective investors should consider the following risks and the information contained under the heading "Warning Concerning Forward Looking Statements" before deciding to invest in our common stock.

Our resources are limited and it may impact how we implement our growth strategy which may impact our operations.

Our resources are limited. Our working capital deficiency at December 31, 2015 amounts to approximately $3,900,000. As we implement our growth strategy, poor strategic design or execution could impact negatively our operations and our cash flows. We expect that our expenses will continue to increase as we continue to develop and implement our products and services. Our capital requirements may vary materially from those currently planned if, for example, we incur unforeseen capital expenditures, incur unforeseen operating expenses, or make investments to maintain our competitive position. If this is the case, we may have to delay or abandon some or all of our development plans or otherwise forego market opportunities. We will need to generate significant revenues to be profitable in the future, and we may not generate sufficient revenues to be profitable on either a quarterly or annual basis in the future.

We have a history of losses.

We have a history of losses and negative cash flows from operations. In contrast to our profitability in 2013, we had a net loss of approximately $6.2 million in 2015 and a net loss of approximately $3.3 million in 2014. Our operations have been financed primarily through proceeds from the issuance of equity and use of a line of credit. We may continue to incur losses in the future.

We have substantial indebtedness.

We currently have, and will likely continue to have, a substantial amount of indebtedness. Our indebtedness could, among other things, make it more difficult for us to satisfy our debt obligations, require us to use a large portion of our cash flow from operations to repay and service our debt or otherwise create liquidity problems, limit our flexibility to adjust to market conditions, place us at a competitive disadvantage and expose us to interest rate fluctuations. As of December 31, 2015, we had total debt outstanding of approximately $4.6 million, of which all is short term.

We expect to obtain the money to pay our expenses and pay the principal and interest on our indebtedness and tax liabilities from cash flow from our operations and potentially from securities offerings. Accordingly, our ability to meet our obligations depends on our future performance and capital raising activities, which will be affected by financial, business, economic and other factors, many of which are beyond our control. If our cash flow and capital resources prove inadequate to allow us to pay the principal and interest on our debt and meet our other obligations, we could face substantial liquidity problems and might be required to dispose of material assets or operations, restructure or refinance our debt, which we may be unable to do on acceptable terms, and forego attractive business opportunities. In addition, the terms of our existing or future debt agreements may restrict us from pursuing any of these alternatives.

Our quarterly financial results will fluctuate, making it difficult to forecast our results of operation.

Our revenues and operating results may vary significantly from quarter to quarter due to a number of factors, many of which are beyond our control, including:

●	Variability in demand and usage for our products and services;

●	Market acceptance of new and existing services offered by us, our competitors and potential competitors; and

●	Governmental regulations affecting the use of the Internet, including regulations concerning intellectual property rights and security features.

Our current and future levels of expenditures are based primarily on our growth plans and estimates of expected future revenues. If our operating results fall below the expectation of investors, our stock price will likely decline significantly.

We face risks related to the macro economy.

Continued uncertainty in global economic conditions continues to pose a risk to the overall economy and has adversely affected the online advertising market, which is now highly competitive. These economic conditions have impacted consumer confidence and customer demand for our products, as well as our ability to borrow money to finance our operations, to maintain our key employees, and to manage normal commercial relationships with our customers, suppliers and creditors. For example, customers have spent less on online advertising and other services. Although the economic outlook has improved since the credit crisis, if a worsening of current conditions or another economic crisis were to occur, our business and results of operations will continue to be negatively impacted.

We face intense competition from other software providers.

We compete with many software providers for consumers' attention and spending. Our competitors may have substantially greater capital, longer operating histories, greater brand recognition, larger customer bases and significantly greater financial, technical and marketing resources than we do. Our competitors may also engage in more extensive development of their technologies and may adopt more comprehensive marketing and advertising campaigns than we can. Our competitors may develop products and service offerings that we do not offer or that are more sophisticated or more cost effective than our own. For these and other reasons, our competitors' products and services may achieve greater acceptance in the marketplace than our own, limiting our ability to gain market share and customer loyalty and to generate sufficient revenues to achieve a profitable level of operations. Our failure to adequately address any of the above factors could harm our business and operating results.

In addition, as the barriers to entry in our market segment are not substantial, an unlimited number of new competitors could emerge, thereby making our goal of establishing a market presence even more difficult. Because our management expects competition in our market segment to continue to intensify, there can be no assurances we will ever establish a competitive position in our market segment.

Our software may not be successful in gaining market acceptance.

We have invested a substantial amount of time and money in developing and launching our proprietary platform which has resulted in annual revenues of approximately $21.4 million in 2015. We may have difficulties in reaching market acceptance due to potential technical delays and malfunctions which may result in additional expenses and our continual increase in market acceptance will require additional sales, marketing and other customer-acquisition support expenses.

If we are unable to attract new customers or sell additional services and functionality to our existing customers, our revenue growth will be adversely affected.

To increase our revenues, we must add new customers, encourage existing customers to renew their license agreements on terms favorable to us, increase their usage of our solutions, and sell additional functionality to existing customers. As our industry matures, as interactive channels develop further, or as competitors introduce lower cost and/or differentiated products or services that are perceived to compete with ours, our ability to sell and renew based on pricing, technology and functionality could be impaired. As a result, we may be unable to renew our agreements with existing customers or attract new customers or new business from existing customers on terms that would be favorable or comparable to prior periods, which could have an adverse effect on our revenue and growth, as well as our profitability and financial condition.

We may not be successful in increasing our brand awareness.

We believe that developing and maintaining awareness of the CAKE brand is critical to achieving widespread acceptance of our existing and future services and is an important element in attracting new customers. In order to build brand awareness, we must succeed in our marketing efforts and provide high quality services. Our efforts to build our brand will involve significant expense. Brand promotion activities may not yield increased revenue, and even if they do, any increased revenue may not offset the expenses we incurred in building our brand. If we fail to successfully promote and maintain our brand, or incur substantial expenses in an unsuccessful attempt to promote and maintain our brand, we may fail to attract enough new customers or retain our existing customers to the extent necessary to realize a sufficient return on our brand-building efforts, and our business could suffer.

We may not be successful in improving our existing products or in developing new products.

We are continuously developing and testing new products and proposed enhancements to our SaaS platform, some of which are still in the planning stage or in relatively early stages of development. Our success will depend in part on our ability to timely introduce new products into the marketplace. We must commit considerable time, effort and resources to complete development of our proposed products, service tools and product enhancements. Our product development efforts are subject to all of the risks inherent in the development of new products and technology, including unanticipated delays, expenses and difficulties, as well as the possible insufficiency of funding to complete development.

Our product development efforts may not be successfully completed. In addition, proposed products may not satisfactorily perform the functions for which they are designed, they may not meet applicable price or performance objectives and unanticipated technical or other problems may occur which result in increased costs or material delays in development. Despite testing by us and by potential end users, problems may be found in new products, tools and services after the commencement of commercial delivery, resulting in loss of, or delay in, market acceptance and other potential damages.

We may not be successful in developing new and enhanced services and features for our software.

Our market is characterized by rapidly changing technologies, evolving industry standards, frequent new product and service introductions and changing customer demands. To be successful, we must adapt to the rapidly changing market by continually enhancing our existing services and adding new services to address customers' changing demands. We could incur substantial costs if we need to modify our services or infrastructure to adapt to these changes. Our business could be adversely affected if we were to incur significant costs without generating related revenues or if we cannot adapt rapidly to these changes. Our business could also be adversely affected if we experience difficulties in introducing new or enhanced services or if these services are not favorably received by users. We may experience technical or other difficulties that could delay or prevent us from introducing new or enhanced services.

We depend on receipt of timely feeds from our content providers.

We depend on Web browsers, ISPs and online service providers to provide access over the Internet to our product and service offerings. Many of these providers have experienced significant outages or interruptions in the past, and could experience outages, delays and other difficulties due to system failures unrelated to our systems. These types of interruptions could continue or increase in the future.

We rely on third-party computer hardware and software that may be difficult to replace or which could cause errors or failures of our service.

We rely on computer hardware purchased or leased and software licensed from third parties in order to offer our services, including database software from Microsoft Corporation, and servers hosted at Rackspace Hosting, Inc. and Amazon Web Services. This hardware and software may not continue to be available to us at reasonable prices, or on commercially reasonable terms, or at all. Any loss of the right to use any of this hardware or software could significantly increase our expenses and otherwise result in delays in the provisioning of our service until equivalent technology is either developed by us, or, if available, is identified, obtained and integrated, which could harm our business. Any errors or defects in third-party hardware or software could result in errors or a failure of our service which could harm our business.

If our security measures are breached and unauthorized access is obtained to a customer’s data or our data or our information technology systems, our service may be perceived as not being secure, customers may curtail or stop using our service and we may incur significant legal and financial exposure and liabilities.

Our service involves the storage and transmission of customers’ proprietary information, and security breaches could expose us to a risk of loss of this information, and to litigation and possible liability. These security measures may be breached as a result of third-party action, including intentional misconduct by computer hackers, by employee error, malfeasance or otherwise, during the transfer of data to additional data centers or at any time, and may result in someone obtaining unauthorized access to our customers’ data or our data, including our intellectual property and other confidential business information, or our information technology systems. Additionally, third parties may attempt to fraudulently induce employees or customers into disclosing sensitive information such as user names, passwords or other information in order to gain access to our customers’ data or our data, including our intellectual property and other confidential business information, or our information technology systems. Because the techniques used to obtain unauthorized access, or to sabotage systems, change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. In addition, our customers may authorize third party technology providers, via our various Application Programming Interfaces, to access their customer data. Because we do not control the transmissions between our customers and third-party technology providers, or the processing of such data by third-party technology providers, we cannot ensure the complete integrity or security of such transmissions or processing. Any security breach could result in a loss of confidence in the security of our service, damage our reputation, disrupt our business, lead to legal liability and negatively impact our future sales.

Interruptions or delays in service from our third-party data center hosting facilities could impair the delivery of our service and harm our business.

We currently serve our customers from third-party data center hosting facilities located in the United States, London, Ireland, Germany, Brazil and Singapore. Any damage to, or failure of, our systems generally could result in interruptions in our service. As we continue to add data centers and add capacity in our existing data centers, we may move or transfer our data and our customers’ data. Despite precautions taken during this process, any unsuccessful data transfers may impair the delivery of our service. Further, any damage to, or failure of, our systems generally could result in interruptions in our service. Interruptions in our service may reduce our revenue, cause us to issue credits or pay penalties, cause customers to terminate their subscriptions and may adversely affect our renewal rates and our ability to attract new customers. Our business will also be harmed if our customers and potential customers believe our service is unreliable.

As part of our current disaster recovery arrangements, our production environment and all of our customers’ data is currently backed up and mirrored in near real-time to offsite storage. We do not control the operation of any of these facilities, and they are vulnerable to damage or interruption from earthquakes, floods, fires, power loss, telecommunications failures and similar events. They may also be subject to break-ins, sabotage, intentional acts of vandalism and similar misconduct. Despite precautions taken at these facilities, the occurrence of a natural disaster or an act of terrorism, a decision to close the facilities without adequate notice or other unanticipated problems at these facilities could result in lengthy interruptions in our service. Even with the disaster recovery arrangements, our service could be interrupted.

Defects or disruptions in our service could diminish demand for our service and subject us to substantial liability.

Our service is complex and we have incorporated a variety of new computer hardware and software, both developed in-house and acquired from third party vendors. As a result, our service may have errors or defects that users identify after they begin using it that could result in unanticipated downtime for our subscribers and harm our reputation and our business. Internet-based services frequently contain undetected errors when first introduced or when new versions or enhancements are released. We have from time to time found defects in our service and new errors in our existing service may be detected in the future. In addition, our customers may use our service in unanticipated ways that may cause a disruption in service for other customers attempting to access their data. Since our customers use our service for important aspects of their business, any errors, defects, disruptions in service or other performance problems with our service could hurt our reputation and may damage our customers’ businesses. If that occurs, customers could elect not to renew, or delay or withhold payment to us, we could lose future sales or customers may make warranty or other claims against us, which could result in an increase in our provision for doubtful accounts, an increase in collection cycles for accounts receivable or the expense and risk of litigation.

Our future performance and success depends on our ability to retain our key personnel.

Our future performance and success is heavily dependent upon the continued active participation of our current senior management team, including our President and Chief Executive Officer, Brian Ross, our Chief Operating Officer and President of our CAKE division, Santi Pierini, our Chief Technology Officer, David Stewart, and our General Counsel and Secretary, Damon Stein. The loss of any of their services could have a material adverse effect on our business development and our ability to execute our growth strategy, resulting in loss of sales and a slower rate of growth. We do not maintain any "key person" life insurance for any of our employees.

We may be subject to infringement claims on proprietary rights of third parties for software and other content that we distribute or make available to our customers.

We may be liable or alleged to be liable to third parties for software and other content that we distribute or make available to our customers:

●	If the content or the performance of our services violates third party copyright, trademark, or other intellectual property rights; or

●	If our customers violate the intellectual property rights of others by providing content through our services.

Any alleged liability could harm our business by damaging our reputation. Any alleged liability could also require us to incur legal expenses in defense and could expose us to awards of damages and costs including, but not limited to, treble damages for willful infringement, and would likely divert management's attention which could have an adverse effect on our business, results of operations and financial condition.

We cannot assure you that third parties will not claim infringement by us with respect to past, current, or future technologies. Participants in our markets may be increasingly subject to infringement claims as the number of services and competitors in our industry segment grows. In addition, these risks are difficult to quantify in light of the continuously evolving nature of laws and regulations governing the Internet. Any claim relating to proprietary rights, whether meritorious or not, could be time-consuming, result in costly litigation, cause service upgrade delays or require us to enter into royalty or licensing agreements, and we cannot assure you that we will have adequate insurance coverage or that royalty or licensing agreements will be available on terms acceptable to us or at all. Further, we plan to offer our services and applications to customers worldwide, including to customers in foreign countries that may offer less protection for our intellectual property than the United States. Our failure to protect against misappropriation of our intellectual property and claims against us that we are infringing the intellectual property of third parties could have a negative effect on our business, revenues, financial condition and results of operations.

Evolving government regulation could adversely affect our business prospects.

We do not know with certainty how existing laws governing issues such as property ownership copyright and other intellectual property issues, taxation, illegal or obscene content, retransmission of media, personal privacy and data protection will apply to the Internet or to the distribution of multimedia and other proprietary content over the Internet. Most of these laws were adopted before the advent of the Internet and related technologies and therefore do not address the unique issues associated with the Internet and related technologies. Depending on how these laws developed and are interpreted by the judicial system, they could have the effect of:

●	Limiting the growth of the Internet;

●	Creating uncertainty in the marketplace that could reduce demand for our products and services;

●	Increasing our cost of doing business;

●	Exposing us to significant liabilities associated with content distributed or accessed through our products or services; or

●	Leading to increased product and applications development costs, or otherwise harm our business.

Because of this rapidly evolving and uncertain regulatory environment, both domestically and internationally, we cannot predict how existing or proposed laws and regulations might affect our business.

In addition, as Internet commerce continues to evolve, increasing regulation by federal, state or foreign agencies becomes more likely. For example, we believe increased regulation is likely in the area of data privacy, and laws and regulations applying to the solicitation, collection, processing or use of personal or consumer information could affect our customers’ ability to use and share data, potentially reducing demand for our software solutions and restricting our ability to store, process and share data with our customers. In addition, taxation of services provided over the Internet or other charges imposed by government agencies or by private organizations for accessing the Internet may also be imposed. Any regulation imposing greater fees for Internet use or restricting information exchange over the Internet could result in a decline in the use of the Internet and the viability of Internet-based services, which could harm our business.

Dilutive securities may adversely impact our stock price.

As of March 16, 2016, the following securities exercisable into shares of our Common Stock were outstanding:

●	6,667,699 shares of Common Stock issuable pursuant to the exercise of warrants; and

●	13,590,000 shares of Common Stock issuable pursuant to the exercise of options.

These securities represent, as of March 16, 2016, approximately 24% of our Common Stock on a fully diluted, as exercised basis. 5,275,000 of the shares of Common Stock issuable pursuant to the exercise of warrants are beneficially owned by our management. The exercise of any of these options or warrants, both of which have fixed prices, may materially adversely affect the market price of our Common Stock and will have a dilutive effect on our existing stockholders.

If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, current and potential stockholders could lose confidence in our financial reporting, which would harm the value of our stock.

Effective internal control over financial reporting is necessary for us to provide reliable financial reports, effectively prevent fraud and operate as a public company. We have, in the past, discovered and may, in the future, discover areas of our internal control over financial reporting that needs improvement. If we are unable to adequately maintain or improve our internal control over financial reporting, we may report that our internal controls are ineffective. If we cannot provide reliable financial reports or prevent fraud, our reputation and operating results would be negatively impacted. Ineffective internal control over financial reporting could also cause investors to lose confidence in our reported financial information which could have a negative effect on the market price of our Common Stock and which could result in regulatory proceedings against us by, among others, the SEC.

We have not voluntarily implemented various corporate governance measures, in the absence of which stockholders may have more limited protections against interested director transactions, conflicts of interest and similar matters.

Federal legislation, including the Sarbanes-Oxley Act of 2002 and The Dodd Frank Wall Street Reform and Consumer Protection Act, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the New York Stock Exchange or the Nasdaq Stock Market. Among the corporate governance measures that are required under the rules of national securities exchanges are those that address the board of directors' independence, audit committee oversight, and the adoption of a code of ethics. We have not yet adopted some of these corporate governance measures and, since our securities are not listed on a national securities exchange, we are not required to do so. We have not adopted corporate governance measures such as an audit committee or other independent committees of our Board of Directors. In the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages to our senior officers and recommendations for director nominees may be made by a majority of directors who have an interest in the outcome of the matters being decided. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.

The limited market for our Common Stock will make our stock price more volatile. Therefore, you may have difficulty selling your shares.

The market for our Common Stock is limited and we cannot assure you that a larger market will ever be developed or maintained. Currently, our Common Stock is quoted on the OTCQB Marketplace. Securities quoted on the OTCQB Marketplace typically have low trading volumes. Market fluctuations and volatility, as well as general economic, market and political conditions, could reduce our market price. As a result, this may make it difficult or impossible for our shareholders to sell our Common Stock.

There are no restrictions on the sale of our outstanding Common Stock. Sales by existing shareholders may depress the share price of our Common Stock and may impair our ability to raise additional capital through the sale of equity securities when needed.

The possibility that substantial amounts of outstanding Common Stock may be sold in the public market may adversely affect prevailing market prices for our Common Stock. This could negatively affect the market price of our Common Stock and could impair our ability to raise additional capital through the sale of equity securities.

Sales of shares of our Common Stock to the public may adversely impact our stock price.

We currently have an effective shelf registration statement that allows us to issue our Common Stock to the public on an expedited basis. Sales of shares of our Common Stock in the public market, or the perception that these sales might occur, could depress the market price of our Common Stock and may make it more difficult for our stockholders to sell their common stock at desirable prices. We are unable to predict the effect that sales may have on the prevailing market price of our Common Stock.

Some of the shares issued and options granted under our stock plan may have been issued in transactions that were not exempt from registration under certain state securities laws, the result of which is that the holders of these shares and/or options may have rescission rights that could require us to reacquire the shares and/or options.

Some of the shares issued and options granted under our equity compensation plan may not have been exempt from registration or qualification under the securities laws of certain states. We recently became aware that we may not have had a valid exemption for the issuance of these options and shares exercised upon exercise of these options under certain state laws. Because of the lack of registration and, potentially, the lack of a valid exemption from registration, the options we granted and the shares issued upon exercise of these options may have been issued in violation of certain state securities laws and may be subject to rescission.

If such shares and options are subject to rescission, we could be required to make payments to the holders of these shares and options in an amount not yet determinable by us. If any or all of the offerees reject the rescission offer, we may continue to be liable under state securities laws for payments to the offerees. If it is determined that we offered securities without properly registering them under state law, or securing an exemption from registration, regulators could impose monetary fines or other sanctions as provided under these laws.

Our Common Stock is subject to the “penny stock” rules of the SEC, and the trading market in our Common Stock is limited. This makes transactions in our Common Stock cumbersome and may reduce the value of your shares.

The SEC has adopted Rule 3a51-1 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, Rule 15g-9 requires:

●	that a broker or dealer approve a person's account for transactions in penny stocks; and
●	the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must:

●	Obtain financial information and investment experience objectives of the person; and
●	make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:

●	sets forth the basis on which the broker or dealer made the suitability determination; and
●	that the broker or dealer received a signed, written statement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our Common Stock and cause a decline in its market value.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

We could become subject to litigation that could be costly, result in the diversion of management’s attention and require us to pay damages.

From time to time, we may become involved in legal proceedings. We are currently engaged in a litigation with Jeff McCollum, the former President of our CAKE division. Although we intend to pursue our claims against Mr. McCollum, and to defend ourselves vigorously against his claims, we cannot provide assurance that this litigation or future legal proceedings will result in damages being awarded to us or will not result in substantial costs to us or otherwise adversely impact our reputation.

Item 1B. Unresolved Staff Comments.

Not applicable.

Item 2. Properties.

In January 2014, we entered into an office lease agreement to lease approximately 8,754 usable square feet of office space at 20411 SW Birch Street, Suite 250, Newport Beach, California 92660. The lease is for a term of four years, commencing on or about February 1, 2014 and provides for an option by us to extend the term for an additional 36 month period following the initial term. The initial base rent for the lease is $22,247 per month, increasing to $25,366 per month by the end of the initial term and adjustable in accordance with the terms of the lease. We will also pay a 10.23% share of the premises’ operating expense increases over the term of the lease. We moved our SaaS business and corporate headquarters to this space on February 18, 2014.

In May 2014, we entered into an office sublease agreement to lease approximately 4,168 usable square feet of additional office space adjacent to our corporate headquarters in Newport Beach. The sublease is for an approximate term of two years, commencing on May 1, 2014 and ending on May 31, 2016. The initial base rent for the sublease is $10,444 per month, increasing to $11,038 per month by the end of the term. We will also pay a 5.33% share of the premises’ operating expense over the term of the sublease.

In July 2014, our Subsidiary entered into an office lease agreement to lease approximately 1,507 usable square feet of office space at 76-78 Charlotte Street, London, England. The lease is for a term of five years, commencing on July 30, 2014 and provides for an option by our Subsidiary to terminate the lease after the three year anniversary, upon giving the lessor six months prior written notice. The base rent is GBP 89,667 per year and the estimated service charges for the Lease are GBP 45,648 per year. We moved the business of our Subsidiary into this space during July 2014.

In July 2015, we entered into a one year lease for approximately 1,495 square feet office space in Los Angeles, California, which commenced on July 31, 2015. This facility is used for administrative purposes. Under the terms of the lease, we are required to pay a monthly base rent of $850 and an additional monthly rent of $100 for operating expenses.

We believe that our current leases are adequate and sufficient for our needs in the immediate future.

Item 3. Legal Proceedings.

From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. We are not presently a party to any legal proceedings, including the following, that we currently believe, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition or cash flows.

McCollum Litigation

We are currently involved in a litigation with Jeff McCollum, the former President of our CAKE division, in the Superior Court of the State of California, commenced by us on February 22, 2015, whereby we asserted claims against Mr. McCollum for fraud, breach of contract, and breach of fiduciary duty, among others, following our termination of Mr. McCollum’s employment on September 8, 2014 for cause as a result of, among other things, Mr. McCollum having abandoned his position and professional responsibilities. Mr. McCollum filed a cross complaint alleging breach of contract by us with respect to Mr. McCollum’s employment agreement and commenced a separate action on February 23, 2015 in the Superior Court of the State of California asserting claims against us for violation of California Commercial Code §8401 and breach of fiduciary duty arising from Mr. McCollum’s request to have the restrictive legend removed from his share certificate representing 1.89 million shares of our common stock owned by him, and seeking declaratory relief as to whether he is entitled to have the restrictive legend removed from his share certificate. Although we believe that we will prevail on the merits, the ultimate outcome cannot be predicted at this time.

Item 4. Mine Safety Disclosures.

Not applicable.

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Our Common Stock is quoted on the OTCQB Marketplace under the symbol “ACLZ”. The following table sets forth the high and low bid quotations for the Common Stock as reported on the OTCQB for each quarter during the last two fiscal years. These quotations reflect prices between dealers, do not include retail mark-ups, markdowns, and commissions and may not necessarily represent actual transactions.

Fiscal Year Ended December 31, 2014	High		Low

Quarter Ended March 31, 2014	$	1.90	$	1.32
Quarter Ended June 30, 2014	$	1.81	$	1.04
Quarter Ended September 30, 2014	$	1.42	$	0.87
Quarter Ended December 31, 2014	$	1.79	$	1.05

Fiscal Year Ended December 31, 2015	High		Low

Quarter Ended March 31, 2015	$	1.80	$	1.15
Quarter Ended June 30, 2015	$	1.99	$	1.21
Quarter Ended September 30, 2015	$	1.95	$	0.37
Quarter Ended December 31, 2015	$	0.60	$	0.36

Stockholders

As of March 16, 2016, there were 631 stockholders of record of our Common Stock.

Dividend Policy

We have not declared or paid any cash dividends on our Common Stock since inception and we do not intend to pay any cash dividends on our Common Stock in the foreseeable future. We intend to retain any future earnings for use in the operation and expansion of our business. Any future decision to pay dividends on Common Stock will be at the discretion of our Board of Directors and will be dependent upon our fiscal condition, results of operations, capital requirements and other factors our Board of Directors may deem relevant.

Item 6. Selected Financial Data.

Not applicable.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following information should be read in conjunction with our financial statements and accompanying notes included in this Annual Report on Form 10-K.

Overview

We own and operate CAKE and getcake.com, a marketing technology that provides a comprehensive suite of innovative marketing intelligence tools. Our powerful SaaS enterprise solution has been an industry standard for advertisers, networks, publishers, and agencies to measurably improve and optimize their digital spend. We currently have over 500 customers driving billions of consumer actions monthly through the CAKE enterprise platform.

We experienced 30% year over year growth in revenue in 2015 when compared to the same period in 2014. The organic growth has been a result of providing the marketing technology industry a comprehensive suite of marketing intelligence tools through innovation and what we believe to be a superior product and customer experience.

We allocated a portion of our marketing budget to being present at tradeshows, writing for and participating in industry publications, and providing the support documentation required by sales initiatives. Additional efforts will be made to speak at industry events and write for online publications, increasing awareness of the CAKE suite of products and the thought leadership driving product development.

Results of Operations

ACCELERIZE INC.

CONSOLIDATED RESULTS OF OPERATIONS

	Years Ended December 31,						Increase/ (Decrease) in $ 2015			Increase/ (Decrease) in % 2015
	2015			2014			vs 2014			vs 2014

Revenue:	$	21,396,952		$	16,460,030			4,936,922			30.0	%
Cost of revenues		6,494,339			4,111,761			2,382,578			57.9	%
Gross Profit		14,902,613			12,348,269			2,554,344			20.7	%

Operating expenses:
Research and development		4,629,419			2,485,493			2,143,926			86.3	%
Sales and marketing		7,360,397			6,864,194			496,203			7.2	%
General and administrative		8,998,512			6,220,114			2,778,398			44.7	%
Total operating expenses		20,988,328			15,569,801			5,418,527			34.8	%

Operating loss		(6,085,715	)		(3,221,532	)		(2,864,183	)		88.9	%

Other income (expense):
Interest income		88,561			18,185			70,376			387.0	%
Interest expense		(266,884	)		(49,908	)		216,976			434.8	%
Total other (expense)		(178,323	)		(31,723	)		146,600			462.1	%

Net loss	$	(6,264,038	)	$	(3,253,255	)	$	3,010,783			92.5	%

Revenues

	Years ended December 31,				% Change
	2015		2014

Revenues	$	21,396,952	$	16,460,030		30.0	%

We generate revenues from a training and implementation (also known as on-boarding) fee and a monthly licensing fee, supplemented by per-transaction fees paid by customers for monthly platform usage. In certain cases we also generate revenues from professional service fees and royalties.

The increase in our software licensing revenues during 2015, when compared to the prior year, is due to the increased number of customers using our SaaS products and services, as well as increased monthly revenues from our existing customers resulting from higher usage of our SaaS platform. Our number of clients increased 5% during 2015 when compared to the prior year, and our average monthly fee per customer increased 24% during 2015 when compared to the prior year. The increase in the number of customers using our SaaS products and services during 2015 is primarily due to the increased resources we have devoted to customer acquisition for our SaaS products. The higher usage by our existing customers of the same products is primarily due to higher market acceptance among our larger users who generate a higher volume of transactions.

We believe that our SaaS revenues will continue to increase during 2016.

Cost of Revenues

	Years ended December 31,				% Change
	2015		2014

Cost of Revenues	$	6,494,339	$	4,111,761		57.9%

Cost of revenues consists primarily of web hosting and personnel costs associated with supporting customer on-boarding and training activities, consisting of salaries, benefits, and related infrastructure costs. Web hosting fees are partially correlated to our revenues, depending on each specific agreement we have with our clients. The majority of our clients’ services are hosted on non-dedicated servers, on which capacity can be maximized by server, while certain customers prefer to have their services hosted on dedicated servers, on which capacity can only be maximized by customer and by server. Additionally, our resources associated with on-boarding are usually allocated at the beginning of the relationship with the new customer (usually, the first two months). Accordingly, our personnel costs associated with supporting customer on-boarding activities are not necessarily correlated with our revenues.

During 2015, cost of revenues significantly increased reflecting the higher number of employees hired to support customer on-boarding and training activities, which increased our personnel costs by approximately $150,000 when compared to 2014, as well as higher web hosting fees incurred to support our increased number of clients and platform usage, which increased by approximately $1,354,000, and capitalized software amortization expense which increased by approximately $340,000, when compared to 2014.

We believe that our cost of revenues will continue to increase in 2016, but at lower percentages than experienced in 2015.

Research and Development Expenses

	Years ended December 31,				% Change
	2015		2014

Research and development	$	4,629,419	$	2,485,493		86.3%

Research and development expenses consist primarily of personnel costs associated with the enhancement and maintenance of our SaaS product offerings, consisting of salaries, benefits, and related infrastructure costs, offset by capitalized software development costs.

Our research and development expenses increased during 2015, when compared to the prior year, due to increased personnel costs associated with increased staff assigned to the enhancement and maintenance of our software services, offset by the capitalization of software development costs which amounted to approximately $1,437,000 during 2015. Capitalized software development costs during 2014 amounted to approximately $725,000.

We believe that our research and development expenses will continue to increase during 2016, but at lower percentages than 2015, as we continue to enhance features and functionality of our SaaS platform.

Sales and Marketing Expenses

	Years Ended December 31,				% Change
	2015		2014

Sales and marketing	$	7,360,397	$	6,864,194		7.2%

Sales and marketing expenses consist primarily of personnel costs associated with the sales and marketing of our SaaS products, including salaries, benefits, and related infrastructure, as well as the costs of related marketing programs, such as trade shows and public relations.

The increase in sales and marketing expenses during 2015, when compared to the prior year, is primarily due to the increased number of employees associated with the sale of our products as well as increased expenditures in our marketing programs, trade shows, press relations, industry analyst relations and digital advertising. The increase in sales and marketing expenses were smaller during the second half of the year due to customer relationship expense being fully amortized during the first half of 2015.

We believe that our sales and marketing expenses will increase slightly in 2016 at lower percentages than our anticipated increase in revenues.

General and Administrative Expenses

	Years Ended December 31,				% Change
	2015		2014

General and administrative	$	8,998,512	$	6,220,114		44.7%

General and administrative expenses consist primarily of personnel costs associated with the support of our operations consisting of salaries, benefits, and related infrastructure. Also included are non-personnel costs, such as audit fees, accounting services and legal fees, as well as professional fees, insurance and other corporate expenses.

The increase in general and administrative expenses during 2015, when compared with the prior year, is primarily due to the increased number of employees assigned to support our organization which costs, along with benefits and related infrastructure costs, total approximately $1,000,000, and share based and warrant expense of approximately $1,300,000.

We believe that our general and administrative expenses will increase during 2016 as we continue to expand the scope of our operations.

Other Income/Interest Income

	Years Ended December 31,				% Change
	2015		2014

Other income/interest income	$	88,561	$	18,185		387.0%

Other Income during 2015 consisted of rent income from a sublease of our Santa Monica office space during the first half of the year and profit from sale of non-inventory assets. The increase in Other Income during 2015, when compared to the prior year, is due to the sale of non-inventory assets.

Other Expenses/Interest Expense

	Years Ended December 31,				% Change
	2015		2014

Other expenses/interest expense	$	266,884	$	49,908		434.8%

Other expenses consist of credit card interest charges, amortization of deferred financing costs associated with our Line of Credit (described below) with Pacific Western Bank, as successor in interest by merger to Square 1 Bank, or the Lender, and interest charges related to the Line of Credit.

The increase in interest expenses during 2015, when compared to the prior year, is primarily due to higher levels of borrowings we have made from time to time under the Line of Credit.

Liquidity and Capital Resources

	Ending balance at December 31,				Average balance during years ended December 31,
	2015		2014		2015		2014
Cash	$	908,095	$	1,130,667	$	1,019,381	$	1,143,991
Accounts receivable		1,833,007		1,749,566		1,791,286		1,395,618
Accounts payable and accrued expenses		2,236,750		1,202,495		1,719,623		1,452,751
Line of credit		4,635,000		2,900,000		3,767,500		1,450,000

At December 31, 2015 and 2014, 54% and 58%, respectively, of our total assets consisted of cash, cash equivalents and accounts receivable.

We extend unsecured credit in the normal course of business to our customers. The determination of the appropriate amount of the reserve for uncollectible accounts is based upon a review of the amount of credit extended, the length of time each receivable has been outstanding, and the specific customers from whom the receivables are due.

The objective of liquidity management is to ensure that we have ready access to sufficient funds to meet commitments while implementing our growth strategy. Our primary sources of liquidity historically include the sale of our securities and borrowings from our Line of Credit. Most recently, in August 2015, we sold to investors an aggregate of 2,145,000 shares of our Common Stock at a price of $1.00 per share and warrants to purchase up to an aggregate of 1,287,000 shares of our Common Stock at an exercise price of $1.32 per share for an aggregate gross consideration of $2,145,000 and net proceeds of approximately $1,700,000.

We do not have any material commitments for capital expenditures of tangible items.

Line of Credit

On September 30, 2014, we entered into an amendment of our Line of Credit to borrow up to a maximum of $6,000,000 at our discretion, an increase from up to $3,000,000 that we were permitted to borrow under the original Line of Credit entered into on March 17, 2014. Amounts borrowed will accrue interest at the prime rate in effect from time to time plus 1.25%, not to be less than 5.5% per annum, provided that in no event shall the accrued interest payable with respect to any month be less than $10,000. Accrued interest on amounts borrowed is payable monthly. All other amounts borrowed were to be payable in full on the maturity date of March 17, 2016, however, this date has been extended by the Lender until May 31, 2016. This maturity extension was granted concurrently with a waiver issued by the Lender pursuant to an amendment to the Line of Credit on March 11, 2016, which amendment waives any default due to breach of the Line of Credit minimum liquidity covenant during the specified time period, adjusts the Minimum Adjusted EBITDA covenant, and reduces the credit limit to $5,072,223. A condition precedent to the waiver was the funding of a $625,000 subordinated loan, or the Agility Loan, from Agility Capital II, LLC, or Agility Capital, which funded on March 11, 2016. The Line of Credit may be earlier terminated without a prepayment fee.

The Line of Credit, as amended, contains covenants including, but not limited to, covenants to achieve specified Adjusted EBITDA levels, as defined, and customer renewal levels, limiting capital expenditures, requiring minimum liquidity and restricting our ability to pay dividends, purchase and sell assets outside the ordinary course and incur additional indebtedness. As of December 31, 2015, we were in compliance with these covenants. The occurrence of a material adverse change, as defined, will be an event of default under the Line of Credit, in addition to other customary events of default. We granted the Lender a security interest in all of our personal property and intellectual property.

In connection with the original Line of Credit, we issued to the Lender a warrant to purchase up to 46,875 shares of our Common Stock at an exercise price of $1.60 per share. The warrant expires on March 17, 2017. The fair value of the warrant amounted to $32,067. On March 27, 2015, in connection with an obligation under the Line of Credit when borrowings thereunder exceed $3,000,000, we issued to the Lender a warrant to purchase 58,824 shares of our Common Stock at an exercise price of $1.53 per share. This warrant expires on March 27, 2018. The fair value of the warrant amounted to $37,289.

We owed $4,635,000 under the Line of Credit at December 31, 2015. The interest rate for the amount borrowed was 5.5% per annum.

Changes in Cash Flows

	Years Ended December 31,
	2015			2014

Cash flows from operating activities:
Net loss	$	(6,264,038	)	$	(3,253,255	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1,338,667			1,321,613
Amortization of deferred financing cost		41,981			19,317
Loss on sale of assets		3,501			-
Provision for bad debt		183,034			153,041
Fair value of options and warrants		2,068,397			603,198
Changes in operating assets and liabilities:
Accounts receivable		(266,475	)		(860,935	)
Other assets		8,106			(132,989	)
Prepaid expenses		(35,653	)		(119,242	)
Accounts payable and accrued expenses		1,030,754			(475,512	)
Deferred revenues		(196,039	)		123,164
Net cash used in operating activities		(2,087,765	)		(2,621,600	)

Cash flows used in investing activities:
Capitalized software for internal use		(1,436,842	)		(724,722	)
Capital expenditures		(152,126	)		(598,386	)
Proceeds from sale of assets		11,090			-
Net cash used in investing activities		(1,577,878	)		(1,323,108	)

Cash flows provided by financing activities:
Proceeds from line of credit, net		1,735,000			2,900,000
Payment of financing costs		-			(50,000	)
Proceeds from exercise of warrants and options		9,587			1,079,031
Net proceeds from issuance of shares of Common Stock		1,852,362			-
Payments related to issuance of shares of Common Stock		(143,169	)		-
Net cash provided by financing activities		3,453,780			3,929,031

Effect of exchange rate changes on cash		(10,709	)		(10,971	)

Net decrease in cash		(222,572	)		(26,648	)

Cash, beginning of year		1,130,667			1,157,315

Cash, end of year	$	908,095		$	1,130,667

Comparison of Year Ended December 31, 2015 to December 31, 2014

The increase in accounts receivable as of December 31, 2015, when compared to 2014, is primarily due to a commensurate increase in revenues.

The increase in accounts payable and accrued expenses as of December 31, 2015, when compared to 2014, is primarily due to improved terms with an increased number of vendors.

The decrease in net cash used in operating activities during 2015 was primarily due to the increase in accounts payable and accrued expenses.

Cash used in investing activities during 2015 consists of purchases of computer equipment and other capital expenditures of approximately $152,000, and capitalization of development costs for internal-use software of approximately $1,437,000. Cash used in investing activities during 2014 consisted of approximately $598,000 in purchases of capital expenditures and approximately $725,000 in capitalization of development costs of internal-use software.

Cash provided by financing activities during 2015 resulted from the proceeds from the exercise of warrants of approximately $10,000, a $1,735,000 draw down on the Line of Credit, and $1,850,000 in net proceeds from the sale of shares of Common Stock offset by $143,000 in expense related to the offering. Cash provided by financing activities during 2014 resulted from the proceeds from the exercise of warrants of approximately $1,080,000 and a $2,900,000 draw down on the Line of Credit at December 31, 2014. This amount was offset by $50,000 in financing costs.

Exercise of warrants and options

We had no proceeds generated from the exercise of warrants during 2015. We generated proceeds of $1,079,031 from the exercise of 3,082,875 warrants during 2014.

We generated proceeds of $9,586 from the exercise of 11,457 options during 2015. We had no proceeds generated from the exercise of options during 2014.

Agility Loan

On March 11, 2016, we entered into a subordinated loan with Agility Capital which provides for total availability of $625,000 and matures on March 31, 2017. The Agility Loan has a fixed interest rate of 12% per year and requires $25,000 monthly amortization payments beginning on June 1, 2016. The Agility Loan also requires fees of approximately $130,000 over the life of the loan, and is subject to a total aggregate minimum interest of $50,000 in the event of a prepayment. The Agility Loan contains covenants to achieve specified Adjusted EBITDA levels, as defined, limiting capital expenditures, restricting our ability to pay dividends, purchase and sell assets outside the ordinary course and incur additional indebtedness. The Agility Loan requires a security interest in all of our personal property and intellectual property, second in priority to the Lender.

Other outstanding obligations at December 31, 2015

Warrants

As of December 31, 2015, 6,667,699 shares of our Common Stock are issuable pursuant to the exercise of warrants.

Options

As of December 31, 2015, 13,590,000 shares of our Common Stock are issuable pursuant to the exercise of options.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Climate Change

Our opinion is that neither climate change, nor governmental regulations related to climate change, have had, or are expected to have, any material effect on our operations.

Critical Accounting Policies

Share-Based Payment

We account for stock-based compensation in accordance with Accounting Standards Codification, or ASC, Topic 718, Compensation-Stock Compensation , or ASC 718. Under the fair value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the requisite service period, which is the vesting period. See Note 7 in the footnotes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further information regarding our stock-based compensation assumptions and expenses.

We use the Black-Scholes-Merton option-pricing model to estimate the fair value of our options, which incorporates various subjective assumptions including volatility, risk-free interest rate, expected life, and dividend yield to calculate the fair value of stock option awards. Compensation expense recognized in the consolidated statements of operations is based on awards ultimately expected to vest and reflects estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

Revenue Recognition

We recognize revenue on arrangements in accordance with ASC Topic 605, Revenue Recognition. Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed, and collectability of the resulting receivable is reasonably assured.

Our SaaS revenues are generated from implementation and training fees and a monthly license fee, supplemented by per transaction fees paid by customers for monthly platform usage. The initial term of the customer contract is generally one year with one of two general cancellation policies. Each party may cancel the contract within the initial period or after the initial period, with 30-days’ prior notice. We do not provide any general right of return for our delivered items. Services associated with the implementation and training fees have standalone value to our customers, as there are third-party vendors who offer similar services to our services. Accordingly, they qualify as separate units of accounting. We allocate a fair value to each element deliverable at the recognition date and recognize such value when the services are provided. We base the fair value of the implementation and training fees on third-party evidence and the monthly license fee on vendor-specific objective evidence. Fees charged by third-party vendors for implementation and training services do not vary significantly from the fees charged by us. Services associated with implementation and training fees are generally rendered within a month from the initial contract date. The value attributed to the monthly license fees as well as the fees associated with monthly transaction-based platform usage are recognized in the corresponding period.

Useful Lives of Long-Lived Assets

We amortize our fixed assets, such as capitalized software for internal use, and customer relationships over their useful lives. We exercise judgment in determining the useful lives of such assets based on our historical experience.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 8. Financial Statements and Supplementary Data.

The information required by this item is included in Item 15 of this Annual Report on Form 10-K.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer (Principal Executive Officer) and former Chief Financial Officer (Principal Financial Officer), we conducted an evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act). Based on this evaluation, our Chief Executive Officer (Principal Executive Officer) and former Chief Financial Officer (Principal Financial Officer) concluded that our disclosure controls and procedures were effective as of December 31, 2015 (the end of the period covered by this report).

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for our Company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States and includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.

As required by Section 404 of the Sarbanes-Oxley Act of 2002 and the related rule of the SEC, management assessed the effectiveness of our internal control over financial reporting using the Internal Control-Integrated Framework (2013) developed by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2015. Management has not identified any material weaknesses in our internal control over financial reporting as of December 31, 2015. The effectiveness of our internal control over financial reporting as of December 31, 2015 has been audited by RBSM LLP, an independent registered public accounting firm, as stated in their report which is included herein.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

Amendment to Line of Credit

Given the timing of the event, the following information is included in this Form 10-K pursuant to Item 1.01 “Entry into a Material Definitive Agreement” of Form 8-K in lieu of filing a Form 8-K.

On March 11, 2016 we entered into an amendment and limited waiver, or the Amendment, of our Line of Credit with the Lender. The Amendment extends the maturity date of the amounts borrowed under the Line of Credit from March 17, 2016 until May 31, 2016. The Amendment waives any default due to breach of the Line of Credit minimum liquidity covenant during the specified time period, adjusts the Minimum Adjusted EBITDA covenant, and reduces the credit limit to $5,072,223. A condition precedent to the waiver was the funding of the Agility Loan which funded on March 11, 2016. The description of the Amendment is not complete and is subject to and qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.35 to this Annual Report and is incorporated herein by reference.

Agility Loan

Given the timing of the event, the following information is included in this Form 10-K pursuant to Item 1.01 “Entry into a Material Definitive Agreement,” and Item 2.03 “Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant” of Form 8-K in lieu of filing a Form 8-K.

On March 11, 2016, we entered into a loan agreement, or the Agility Loan Agreement, for the Agility Loan with Agility Capital to borrow up to a maximum of $625,000. We are required to pay fees of approximately $130,000 over the life of the Agility Loan. Amounts borrowed will accrue interest at 12% per annum. Accrued interest on amounts borrowed is payable monthly. Commencing on July 1, 2016 and the first day of each month thereafter, we will make monthly principal payments of $25,000 in addition to accrued interest payments. All other amounts borrowed will be payable in full on the maturity date of March 31, 2017. The Agility Loan contains a prepayment penalty of $50,000 less interest paid prior to the prepayment date.

The Agility Loan Agreement contains covenants including, but not limited to, covenants to achieve specified Adjusted EBITDA levels, as defined, limiting capital expenditures and restricting the our ability to pay dividends, purchase and sell assets outside the ordinary course and incur additional indebtedness. The occurrence of a material adverse change will be an event of default under the Agility Loan Agreement, in addition to other customary events of default. We granted Agility Capital a security interest in all of the our personal property and intellectual property through the Agility Loan Agreement and an Intellectual Property Security Agreement between us and Agility Capital dated March 11, 2016, or the Intellectual Property Security Agreement, which security interest is subordinate to the security interest of the Lender pursuant to a Subordination Agreement from Agility Capital to the Lender, dated March 11, 2016, or the Subordination Agreement.

The descriptions of the Agility Loan Agreement, Intellectual Property Security Agreement and Subordination Agreement are not complete and are subject to and qualified in their entirety by reference to the Agility Loan Agreement, Intellectual Property Security Agreement, and Subordination Agreement, copies of which are filed as Exhibits 10.36, 10.37 and 10.38, respectively, to this Annual Report and are incorporated herein by reference.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The following table sets forth the names, ages and principal position of our executive officers and directors as of March 16, 2016:

Name	Age	Position
Brian Ross	41	Chairman of the Board, President, Chief Executive Officer, Treasurer
Santi Pierini	53	Chief Operating Officer, President of our CAKE division
David Stewart	29	Chief Technology Officer
Damon Stein	40	General Counsel and Secretary
Mario Marsillo Jr.	47	Director
Gregory Akselrud	40	Director

Brian Ross. Mr. Ross has served as our President, Chief Executive Officer and director since November 2005, and as our Chairman of the Board since March 2013. He previously served as Senior Vice President of Business Development for iMall, Inc. from 1994 and became Director of Investor Relations in June 1997. iMall, Inc. was acquired by Excite@Home in October 1999. Mr. Ross then served as a Business Development Manager in Excite@Home’s E-Business Services Group until December 1999. After the sale of iMall, Mr. Ross was a founding investor of GreatDomains Inc. which was sold in October 2000 to Verisign. Between 2000 and 2003, he was Director of Business Development for Prime Ventures Inc., a leading Venture Partner firm focusing on early stage companies in Southern California. In July 2004, Mr. Ross became a founding investor in E-force Media, a diversified online marketing company where he acted as interim Director of Business Development. Mr. Ross attended the University of Santa Barbara.

We believe that Mr. Ross is qualified to serve as a director for the following reasons: Mr. Ross, who is one of our founders, is an Internet industry veteran with over two decades of experience. He has been our Chief Executive Officer for more than nine years and he has a proven track record with the aforementioned companies, which were all operating in online marketing solutions and e-commerce. Additionally Mr. Ross has played an important role in the development and growth of various Internet companies, taking them from start-up companies through the various stages of their growth cycle.

Santi Pierini. Mr. Pierini was appointed as our Chief Operating Officer in October 2014. Mr. Pierini joined us in February 2014 as our Executive Vice President of Marketing. Mr. Pierini has previously served in senior executive positions at InQuira, Inc. (acquired by Oracle Corporation) from 2009 to 2010, Day Software (now Adobe Marketing Cloud) from 2002 to 2009, Vignette Corporation (acquired by OpenText Corporation) from 2000 to 2002 and OnDisplay Creative (acquired by Vignette Corporation) from 1997 to 2000. Earlier in his career, he worked in marketing at Dun & Bradstreet, Jet Propulsion Laboratory as a systems architect and as a senior management consultant for Andersen Consulting (now Accenture). Mr. Pierini is a graduate of California Polytechnic State University, San Luis Obispo with a B.S. in Computer Science.

David Stewart. Mr. Stewart has served as our Chief Technology Officer since September 2014. Mr. Stewart previously served as our Executive Vice President of Technology since May 2013, and was previously our Vice President of Technology and Product Development since December 2010. From December 2007 until December 2010, Mr. Stewart was our Lead Developer. Mr. Stewart is a 2009 graduate of the University of California Irvine with a B.S. degree in Informatics.

Damon Stein. Mr. Stein has served as our General Counsel since January 2007. Mr. Stein received his B.A. degree from the University of California at Berkeley. He was then awarded a partial academic scholarship to Pepperdine University where he received his J.D./M.B.A. Mr. Stein is licensed to practice law in California.

Mario Marsillo Jr. Mr. Marsillo has been a director since April 2014. Mr. Marsillo is the Managing Director of Private Equity for Network 1 Financial Securities Inc., or Network 1, a New Jersey based FINRA member firm offering a wide array of investment banking services and has been with Network 1 since 2010. Prior to his association with Network 1, Mr. Marsillo acquired Skyebanc, Inc., a registered broker dealer, with a specialty towards private equity, and served as its Vice President of Private Equity and Business Development. Mr. Marsillo currently holds the Series 7, 63 79, 99 and 24 FINRA qualifying examinations. Mr. Marsillo attended the City University of New York.

We believe Mr. Marsillo is qualified to serve as a director because Mr. Marsillo is a sophisticated businessman with investment banking and private equity experience, was an early investor in us and has previously assisted us in raising capital.

Gregory Akslerud. Mr. Akselrud has been a director since April 2014. Mr. Akselrud is a founder and partner of Stubbs, Alderton & Markiles, LLP, or Stubbs Alderton, a Southern California based business law firm with corporate, public securities, mergers and acquisitions, intellectual property and business litigation practice groups, and joined Stubbs Alderton in 2002. Mr. Akselrud chairs Stubbs Alderton’s Internet, Digital Media and Entertainment practice group and has extensive experience representing public companies at all stages of their growth. In addition to working as a full time attorney, Mr. Akselrud is an Adjunct Professor of Law at Loyola Law School, Los Angeles. Mr. Akselrud is a member of the California Bar. Mr. Akselrud received his B.A. from University of California at Los Angeles and his J.D., cum laude, from Loyola Law School.

We believe Mr. Akselrud is qualified to serve as a director because Mr. Akselrud advises a wide range of public and private clients across a number of industries, including companies in digital media, Internet, entertainment, technology, consumer electronics and apparel, and has extensive experience representing public companies at all stages of their growth.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires that our executive officers, directors and persons who own more than ten percent of a registered class of our equity securities file reports of ownership on Form 3 and changes in ownership on Form 4 or 5 with the SEC. Such executive officers, directors and ten percent stockholders are also required by the SEC rules to furnish to us copies of all Section 16(a) reports that they file. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons that they were not required to file a Form 5, we believe that, during the fiscal year ended December 31, 2015, our executive officers, directors and ten percent stockholders complied with all Section 16(a) filing requirements applicable to such persons.

Code of Ethics

We have adopted a Code of Business Conduct Ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We will provide a copy of our Code of Ethics, free of charge, upon request.

Committees of the Board of Directors

Our Board of Directors has not yet established any committees, including an Audit Committee, a Compensation Committee or a Nominating Committee. The typical functions of such committees are currently being undertaken by our Board of Directors.

Audit Committee Financial Expert

Currently no member of our Board of Directors is an audit committee financial expert.

Item 11 . Executive Compensation.

The following table sets forth, for the last two completed fiscal years, all compensation paid, distributed or accrued for services rendered to us by (i) all individuals serving as our principal executive officer or acting in a similar capacity during the last completed fiscal year, regardless of compensation level; (ii) our three most highly compensated executive officers other than the principal executive officer who were serving as executive officers at the end of the last completed fiscal year and whose total compensation exceeded $100,000; and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to (ii) above but for the fact that the individual was not serving as our executive officer at the end of the last completed fiscal year:

Summary Compensation Table

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards		Option Awards ($) (1)			Non-Equity Incentive Plan Compensation ($)		Non- Qualified Deferred Compensation Earnings		All Other Compensation ($) (2)		Total ($)
Brian Ross,	2015		291,748		-		-		-			-		-		15,725		307,473
Chief Executive Officer	2014		283,250		-		-		-			-		-		19,800		303,050
Santi Pierini,	2015		291,748		-		-		-			-		-		15,725		307,473
Chief Operating Officer and President of CAKE Division	2014		226,385		-		-		1,636,824	(3)		-		-		11,770		1,874,978
Michael Lin,	2015		291,748		-		-		-			-		-		15,296		307,044
Chief Financial Officer	2014		283,250		-		-		986,214	(4)		-		-		18,112		1,287,576
David Stewart,	2015		291,748		-		-		-			-		-		11,954		303,702
Chief Technology Officer	2014		283,250		-		-		1,260,575	(5)		-		-		10,542		1,554,367

	(1)	The grant date fair dollar value recognized for the stock option awards was determined in accordance with ASC Topic 718. For a disclosure of the assumptions made in the valuation please refer to footnote 7 in our financial statements filed under Item 8 of this Annual Report on Form 10-K.
	(2)	Includes health-related insurance paid by us on behalf of the officer.
	(3)	Includes options to purchase up to 650,000 shares of our Common Stock at an exercise price of $1.50 granted on March 13, 2014, vesting quarterly over three years ($474,500) and a 5-year warrant to purchase up to 1,650,000 shares of our Common Stock at an exercise price of $1.33 granted on December 12, 2014, vesting quarterly over three years ($1,162,324).
	(4)	5-year warrant to purchase up to 1,400,000 shares of our Common Stock at an exercise price of $1.33 granted on December 12, 2014, vesting quarterly over three years.
	(5)	5-year warrant to purchase up to 2,000,000 shares of our Common Stock at an exercise price of $1.19 granted on September 18, 2014, vesting quarterly over three years.

We have no plans or arrangements with respect of remuneration received or that may be received by our executive officers named in the table above to compensate such officers in the event of termination of employment (as a result of resignation, retirement or change of control) or a change of responsibilities following a change of control, except if we elect to terminate (i) Mr. Ross’, or Mr. Stewart’s employment without cause during the term of his respective employment agreement as described below, each shall be entitled to a severance payment of the greater of the remaining payments due on the term of the agreement or an annual base salary of one year, and all unvested options, bonuses and other compensation shall vest on the date of termination, or (ii) Mr. Pierini’s employment without cause, he shall be entitled to a severance payment of 100% of his annual base salary of one year.

Employment Agreements

We have written employment agreements with all of our employees. The main terms of the executive employment agreements of Brian Ross, our Chairman of the Board, President and Chief Executive Officer, Santi Pierini, our President and Chief Operating Officer and President of our CAKE division, Michael Lin, our former Chief Financial Officer, and David Stewart, our Chief Technology Officer are summarized below.

Mr. Ross’s employment agreement was amended, effective as of November 9, 2012, and continues until the earlier of December 31, 2017 or its earlier termination or expiration. Under the agreement Mr. Ross is entitled to an annual base salary of $275,000. Mr. Ross is entitled to an annual raise of three percent and additional annual raises and bonuses at the discretion of our Board of Directors. Any bonuses awarded will not exceed thirty percent of Mr. Ross’s base salary. If we do not make monthly salary payments during the term of his employment, such salary will accrue without interest. Mr. Ross is entitled to other benefits, including, reimbursement for reasonable business expenses and health insurance premiums. In addition, in 2007 and 2012, Mr. Ross was granted non-qualified stock options to purchase up to an aggregate of 5,100,000 of our shares, all of which are exercisable at December 31, 2015. The employment agreement may be terminated by us without cause upon 30-days prior written notice. If we elect to terminate Mr. Ross’s employment without cause during the term of his employment, he shall be entitled to a severance payment of the greater of the remaining payments due on the term of the agreement or an annual base salary of one year and all unvested options, bonuses and other compensation shall vest on the date of termination. We may also terminate the agreement and Mr. Ross’s employment upon his illness or disability for a continuous period of more than 45 days, his death or for cause. The agreement contains customary confidentiality and assignment of work product provisions.

Mr. Pierini’s employment agreement, as amended, was originally entered into on February 10, 2014 and Mr. Pierini’s employment is at will. Under the agreement, as amended, Mr. Pierini is entitled to an annual base salary of $291,747. If we terminate Mr. Pierini’s employment without cause, he shall be entitled to a severance payment of 100% of his annual base salary. Mr. Pierini is entitled to other benefits including reimbursement for reasonable business expenses and payment of health insurance premiums. Additionally, Mr. Pierini was granted non-qualified stock options to purchase up to an aggregate of 650,000 shares of our Common Stock, of which 379,167 are exercisable at December 31, 2015 and warrants to purchase up to 1,650,000 shares of our Common Stock, of which 549,945 are exercisable at December 31, 2015, both vesting on a quarterly basis over a period of three years commencing on January 1, 2015. The agreement contains customary confidentiality and assignment of work product provisions.

Mr. Lin’s employment agreement, as amended, was originally entered into on June 26, 2013 and Mr. Lin’s employment was at will. Under the agreement, as amended, Mr. Lin was entitled to an annual base salary of $291,747. Mr. Lin was entitled to other benefits including reimbursement for reasonable business expenses and payment towards health insurance premiums. Additionally, Mr. Lin was granted non-qualified stock options to purchase up to an aggregate of 600,000 shares of our Common Stock, of which 450,000 are exercisable at December 31, 2015 and warrants to purchase up to 1,400,000 shares of our Common Stock, of which 466,620 are exercisable at December 31, 2015, and vest on a quarterly basis over a period of three years commencing on January 1, 2015. The agreement contained customary confidentiality and assignment of work product provisions. On January 6, 2016, Mr. Lin agreed with us that Mr. Lin would step down from his position as Chief Financial Officer but remain our principal financial officer until March 31, 2016. During this period, Mr. Lin will receive compensation of approximately $25,000 per month and has agreed to transition his roles and responsibilities to our Interim Chief Financial Officer. Mr. Lin’s employment agreement was terminated as of January 6, 2016.

Mr. Stewart’s employment agreement was amended, effective May 13, 2013, and continues until December 31, 2017 or its earlier termination or expiration. Under the agreement Mr. Stewart is entitled to an annual base salary of $275,000. Mr. Stewart is entitled to an annual raise of three percent and additional annual raises and bonuses at the discretion of our Board of Directors. Any bonuses awarded will not exceed thirty percent of Mr. Stewart’s base salary. If we do not make monthly salary payments during the term of his employment, such salary will accrue without interest. Mr. Stewart is entitled to other benefits including reimbursement for reasonable business expenses and payment of health insurance premiums. In addition, in 2007, 2009, and 2012 Mr. Stewart was granted non-qualified stock options to purchase up to an aggregate of 1,000,000 of our shares, all of which are exercisable at December 31, 2015 and warrants to purchase up to 2,000,000 shares of our Common Stock, of which 666,600 are exercisable at December 31, 2015, and vest on a quarterly basis over a period of three years commencing on January 1, 2015. The employment agreement may be terminated by us without cause upon 30-days prior written notice. If we elect to terminate Mr. Stewart’s employment without cause during the term of his employment, he shall be entitled to a severance payment of the greater of the remaining payments due on the term of the agreement or an annual base salary of one year and all unvested options, bonuses, and other compensation shall vest on the date of the termination. We may also terminate the agreement and Mr. Stewart’s employment upon his illness or disability for a continuous period of more than 45 days, his death or for cause. The agreement contains customary confidentiality and assignment of work product provisions.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our Board in the future.

Outstanding Equity Awards at Fiscal Year-End

The following table presents the outstanding equity awards held as of December 31, 2015 by our Executive Officers.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

Name	Number of Securities Underlying Unexercised Options (#) Exercisable			Number of Securities Underlying Unexercised Options (#) Unexercisable			Option Exercise Price ($)		Option Expiration Date
Brian Ross		2,000,000			-			$0.15	1/1/2017
		3,100,000			-			$0.31	5/24/2022
Santi Pierini		379,167	(1)		270,833	(1)		$1.50	3/13/2024
		549,945	(2)		1,100,055	(2)		$1.33	12/12/2019
Michael Lin		450,000	(3)		150,000	(3)		$0.87	8/7/2023
		466,620	(4)		933,380	(4)		$1.33	12/12/2019
David Stewart		15,000			-			$0.35	1/1/2017
		75,000			-			$0.55	12/30/2019
		60,000			-			$0.55	8/31/2020
		850,000			-			$0.31	5/24/2022
		666,600	(5)		1,333,400	(5)		$1.19	9/18/2019

	(1)	Consists of options to purchase 650,000 shares of our Common Stock vesting on a quarterly basis over a period of 36 months commencing on January 1, 2015.
	(2)	Consists of warrants to purchase 1,650,000 shares of our Common Stock vesting on a quarterly basis over a period of 36 months commencing on January 1, 2015.
	(3)	Consists of options to purchase 600,000 shares of our Common Stock vesting on a quarterly basis over a period of 36 months commencing on July 1, 2014.
	(4)	Consists of warrants to purchase 1,400,000 shares of our Common Stock vesting on a quarterly basis over a period of 36 months commencing on January 1, 2015.
	(5)	Consists of warrants to purchase 2,000,000 shares of our Common Stock vesting on a quarterly basis over a period of 36 months commencing on January 1, 2015.

Director Compensation

The following table presents the compensation paid as of December 31, 2015 to our non-employee Directors.

Name

Fees earned or

paid in

cash

($)

Stock

awards

($)

Option

awards

($) (1)

Non-equity

incentive plan compensation

($)

Non-

qualified

deferred compensation earnings

($)

All other compensation

($)

Total

($)

Mario Marsillo, Jr.

24,000

13,440

37,440

Gregory Akselrud

24,000

13,440

37,440

(1)

The grant date fair dollar value recognized for the stock option awards was determined in accordance with ASC Topic 718. For a disclosure of the assumptions made in the valuation please refer to footnote 7 in our financial statements filed under Item 8 of this Annual Report on Form 10-K.

On April 4, 2014, we expanded the size of the Board of Directors to three directors and appointed Mario Marsillo Jr. and Gregory Akselrud to the Board of Directors. In consideration of their service to us as directors, each of Mr. Marsillo and Mr. Akselrud receive an annual compensation of $24,000. On May 6, 2015, Mr. Marsillo and Mr. Akselrud were each granted options to purchase 30,000 shares of our Common Stock at an exercise price of $1.43 per share, vesting in eight equal quarterly installments commencing on July 6, 2015 and expiring on May 6, 2025.

The Chairman of our Board of Directors, Mr. Brian Ross, does not receive any additional compensation for his services as a director. Mr. Ross is a current executive officer. Mr. Ross's compensation is fully reflected in the Summary Compensation Table above.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters.

As of March 16, 2016 we had 65,059,540 shares of our Common Stock issued and outstanding. The following table sets forth information regarding the beneficial ownership of our Common Stock as of March 16, 2016 by:

●	each person known by us to be the beneficial owner of more than 5% of our Common Stock;

●	our directors;

●	each of our executive officers named in the compensation tables in Item 11; and

●	all of our executive officers and directors as a group.

	COMMON STOCK

	# OF		% OF
NAME	SHARES		CLASS
Brian Ross (1)		11,219,000		16.0	%
Santi Pierini (2)		1,312,500		2.0	%
Michael Lin (3)		1,250,000		1.9	%
David Stewart (4)		2,000,000		3.0	%
Damon Stein (5)		5,750,000		8.3	%
Mario Marsillo Jr.(6)		826,724		1.3	%
Gregory Akselrud(6)		45,000		< 0.1	%
All current officers and directors as a group (7 persons)		22,403,224		28.4	%

	(1)	Includes 5,100,000 options vested and that will vest within the next 60 days.
	(2)	Includes 487,500 options vested and that will vest within the next 60 days and 825,000 warrants vested and that will vest within the next 60 days.
	(3)	Includes 550,000 options vested and that will vest within the next 60 days and 700,000 warrants vested and that will vest within the next 60 days.
	(4)	Includes 1,000,000 options vested and that will vest within the next 60 days and 1,000,000 warrants vested and that will vest within the next 60 days.
	(5)	Includes 3,775,000 options vested and that will vest within the next 60 days and 225,000 exercisable warrants.
	(6)	Includes 45,000 options vested and that will vest within the next 60 days.

Securities authorized for issuance under equity compensation plans.

The table below provides information regarding all compensation plans as of the end of the most recently completed fiscal year (including individual compensation arrangements) under which equity securities of the registrant are authorized for issuance. Our stock option plan, or the Plan, was adopted effective as of December 15, 2006 and options may be granted under the Plan through December 14, 2016. The Plan was amended effective as of May 17, 2006, May 5, 2011, and May 27, 2012 to increase the number of shares available under the Plan for non-qualified stock options from 4,300,000 to 22,500,000. The Plan was amended effective May 24, 2012 to increase the number of options that may be granted in any year to any optionee from 2,000,000 to 4,000,000 shares. The Plan permits the grant of both incentive stock options (if our shareholders approve the plan) and non-qualified stock options. In addition, in 2014, we issued warrants to purchase up to an aggregate of 5,050,000 shares of our Common Stock to certain of our executive officers as individual compensation arrangements.

Equity Compensation Plan Information
Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted- average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders		n/a		n/a		n/a
Equity compensation plans not approved by security holders		20,257,699	$	0.73		2,242,301
Total		20,257,699	$	0.73		2,242,301

Item 13. Certain Relationship and Related Party Transactions, and Director Independence.

Related Person Transactions

None.

Director Independence

As our Common Stock is currently quoted on the OTCQB Marketplace, we are not subject to the rules of any national securities exchange which require that a majority of a listed company’s directors and specified committees of the Board of Directors meet independence standards prescribed by such rules. We believe that Mr. Marsillo and Mr. Akselrud would qualify as "independent" if we were subject to the rules of the Nasdaq Stock Market.

Item 14. Principal Accountant Fees and Services

The following table summarizes the fees of RBSM LLP, our independent registered public accounting firm billed for each of the last two fiscal years for audit services and other services:

Fee Category	2015		2014

Audit Fees (1)	$	74,500	$	74,500
Audit Related Fees		-		-
Tax Fees (2)		10,000		10,000
All Other Fees (3)		30,000		-

Total Fees	$	114,500	$	84,500

(1) Consists of fees for professional services rendered in connection with the review of our three quarterly reports on Form 10-Q and the financial statements included in our Annual Report on Form 10-K.

(2) Consists of fees relating to our tax compliance and tax planning.

(3) Consists of comfort letter for prospectus supplement and related offering procedures.

We do not have an Audit Committee. Our Board of Directors pre-approves all auditing services and permissible non-audit services provided to us by our independent registered public accounting firm. All fees listed above were pre-approved in accordance with this policy.

PART IV

Item 15. Exhibits and Financial Statement Schedules

a.	Index to Financial Statements and Financial Statement Schedules

	Page
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of December 31, 2015 and 2014	F-3
Consolidated Statements of Operations for the years ended December 31, 2015 and 2014	F-4
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2015 and 2014	F-5
Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the years ended December 31, 2015 and 2014	F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2015 and 2014	F-7
Notes to Consolidated Financial Statements	F-8 – F-19

All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions, or are inapplicable, and therefore have been omitted.

Exhibits

EXHIBIT NO.	DESCRIPTION

3.1	Composite Copy of Certificate of Incorporation, as amended as of October 10, 2014 (incorporated by reference to the Company's Quarterly Report on Form 10-Q filed on November 12, 2014).

3.2	Certificate of Designation of 10% Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form SB-2 filed on December 22, 2006).

3.3	Certificate of Designation of 8% Series B Convertible Preferred Stock (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-QSB filed on August 13, 2007).

3.4	By-laws of the Company (incorporated by reference to the Company’s Registration Statement on Form SB-2 filed on December 22, 2006).

3.5	Certificate of Amendment to the Certificate of Designation of 8% Series B Convertible Preferred Stock (incorporated by reference to the Company's Annual Report on Form 10-K filed on March 29, 2012).

4.1	Form of Common Stock Certificate (incorporated by reference to the Company’s Registration Statement on Form SB-2 filed on December 22, 2006).

4.2	Form of Common Stock Purchase Warrant for 8% Series B Convertible Preferred Stock (incorporated by reference to the Company’s Quarterly Report on Form 10-QSB filed on August 13, 2007).

4.3	Form of Common Stock Purchase Warrant (incorporated by reference to the Company's Current Report on Form 8-K filed on May 6, 2010).

4.4	Common Stock Purchase Warrant (incorporated by reference to the Company's Current Report on Form 8-K filed on September 27, 2012).

4.5	Warrant to Purchase Stock issued September 27, 2012 (incorporated by reference to the Company's Current Report on Form 8-K filed on September 27, 2012).

4.6	Warrant to Purchase Stock issued March 17, 2014 (incorporated by reference to the Company’s Current Report on Form 8-K filed on March 19, 2014).

4.7*	Warrant to Purchase Stock issued September 18, 2014 (incorporated by reference to the Company’s Annual Report on Form 10-K filed on March 19, 2015).

4.8*	Warrant to Purchase Stock issued December 12, 2014 (incorporated by reference to the Company’s Annual Report on Form 10-K filed on March 19, 2015).

4.9*	Warrant to Purchase Stock issued December 12, 2014 (incorporated by reference to the Company’s Annual Report on Form 10-K filed on March 19, 2015).

4.10	Warrant to Purchase Stock issued March 27, 2015 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on May 11, 2015).

10.1*	Employment Agreement, dated November 9, 2012, between Accelerize New Media, Inc. and Brian Ross (incorporated by reference to the Company's Quarterly Report on Form 10-Q filed on November 14, 2012).

10.2*	Employment Agreement, dated November 9, 2012, between Accelerize New Media, Inc. and Damon Stein (incorporated by reference to the Company's Quarterly Report on Form 10-Q filed on November 14, 2012).

10.3*	Employment Agreement, dated May 13, 2013, between Accelerize New Media, Inc. and David Stewart (incorporated by reference to the Company's Quarterly Report on Form 10-Q (file no. 000-52635) filed on May 13, 2013).

10.4*	Amendment No. 1 to Employment Agreement, dated as of September 8, 2014, between Accelerize Inc. and David Stewart (incorporated by reference to the Company’s Current Report on Form 8-K (file no. 000-52635) filed on September 9, 2014).

10.5*	Employment Agreement, dated as of June 26, 2013, between Accelerize New Media, Inc. and Michael Lin (incorporated by reference to the Company's Quarterly Report on Form 10-Q filed on May 13, 2013).

10.6*	Amendment No. 1 to Employment Agreement, dated as of January 8, 2014, between Accelerize New Media, Inc. and Michael Lin (incorporated by reference to the Company's Quarterly Report on Form 10-Q filed on May 13, 2013).

10.7*	Amendment No. 2 to Employment Agreement, dated as of August 8, 2014, between Accelerize New Media, Inc. and Michael Lin (incorporated by reference to the Company’s Current Report on Form 8-K filed on August 11, 2014).

10.8*	Amendment No. 3 to Employment Agreement, dated as of January 12, 2015, between Accelerize Inc. and Michael Lin (incorporated by reference to the Company’s Annual Report on Form 10-K filed on March 19, 2015).

10.9*	Employment Agreement, dated as of February 10, 2014, between Accelerize New Media, Inc. and Santi Pierini (incorporated by reference to the Company's Quarterly Report on Form 10-Q filed on May 13, 2013).

10.10*	Amendment No. 1 to Employment Agreement, dated as of July 9, 2014, between Accelerize New Media, Inc. and Santi Pierini (incorporated by reference to the Company’s Annual Report on Form 10-K filed on March 19, 2015).

10.11*	Amendment No. 2 to Employment Agreement, dated as of September 18, 2014, between Accelerize Inc. and Santi Pierini (incorporated by reference to the Company’s Current Report on Form 8-K filed on September 18, 2014).

10.12*	Amendment No. 3 to Employment Agreement, dated as of January 12, 2015, between Accelerize Inc. and Santi Pierini (incorporated by reference to the Company’s Annual Report on Form 10-K filed on March 19, 2015).

10.13*	Amendment No. 4 to Employment Agreement, dated May 6, 2015, between Accelerize Inc. and Santi Pierini (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on May 11, 2015).

10.14*	Accelerize New Media, Inc. Stock Option Plan (incorporated by reference to the Company’s Registration Statement on Form SB-2 filed on December 22, 2006).

10.15*	Form of Stock Option Agreement (incorporated by reference to the Company’s Registration Statement on Form SB-2 filed on December 22, 2006).

10.16*	Amendment No. 1 to Accelerize New Media, Inc. Stock Option Plan (incorporated by reference to the Company's Quarterly Report on Form 10-Q filed on May 10, 2011).

10.17*	Amendment No. 2 to Accelerize New Media, Inc. Stock Option Plan (incorporated by reference to the Company's Quarterly Report on Form 10-Q filed on May 10, 2011).

10.18*	Amendment No. 3 to Accelerize New Media, Inc. Stock Option Plan (incorporated by reference to the Company's Annual Report on Form 10-K filed on March 29, 2012).

10.19*	Amendment No. 4 to Accelerize New Media, Inc. Stock Option Plan (incorporated by reference to the Company's Current Report on Form 8-K filed on May 29, 2012).

10.20	Referral Agreement, dated November 22, 2013, between Accelerize New Media, Inc. and Digital River Marketing Solutions, Inc. (portions of this exhibit have been omitted pursuant to a grant of confidential treatment). (incorporated by reference to the Company’s Annual Report on Form 10-K filed on December 10, 2013).

10.21	Amendment No. 1 to Referral Agreement, dated December 22, 2014, between Accelerize Inc. and Digital River Marketing Solutions, Inc. (incorporated by reference to the Company’s Annual Report on Form 10-K filed on March 19, 2015).

10.22	Standard Multi-Tenant Office Lease-Gross, dated January 8, 2014, between Accelerize New Media, Inc. and Ferrado Bayview, LLC (incorporated by reference to the Company's Current Report on Form 8-K filed on January 14, 2014).

10.23	Loan and Security Agreement, dated March 17, 2014, between Accelerize New Media, Inc. and Square1 Bank (incorporated by reference to the Company’s Current Report on Form 8-K filed on March 19, 2014).

10.24	First Amendment to Loan Agreement, dated September 30, 2014, between Accelerize New Media, Inc. and Square1 Bank (incorporated by reference to the Company’s Current Report on Form 8-K filed on October 6, 2014).

10.25	Intellectual Property Security Agreement, dated March 17, 2014, between Accelerize New Media, Inc. and Square1 Bank (incorporated by reference to the Company’s Current Report on Form 8-K filed on March 19, 2014).

10.26	Form of Indemnification Agreement (incorporated by reference to the Company's Quarterly Report on Form 10-Q filed on May 13, 2014).

10.27	Sublease, dated as of May 1, 2014, between Accelerize New Media, Inc. and Panattoni Development Company, Inc. (incorporated by reference to the Company's Quarterly Report on Form 10-Q filed on May 13, 2013).

10.28	Second Amendment to Loan Agreement, dated March 5, 2015, between Accelerize Inc. and Square 1 Bank (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on May 11, 2015).

10.29	Third Amendment to Loan Agreement, dated March 19, 2015, between Accelerize Inc. and Square1 Bank (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on May 11, 2015).

10.30*	Form of Stock Option Agreement (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on May 11, 2015).

10.31*	Form of Stock Option Agreement (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on May 11, 2015).

10.32	Fourth Amendment to Loan Agreement, dated June 24, 2015, between Accelerize Inc. and Square1 Bank (incorporated by reference to the Company’s Current Report on Form 8-K filed on June 30, 2015).

10.33	Form of Securities Purchase Agreement (incorporated by reference to the Company’s Current Report on Form 8-K filed on August 14, 2015).

10.34	Form of Warrant Purchase Agreement (incorporated by reference to the Company’s Current Report on Form 8-K filed on August 14, 2015).

10.35**	Limited Waiver and Fifth Amendment to Loan Agreement, dated March 11, 2016, between Accelerize Inc. and Pacific Western Bank.

10.36**	Loan Agreement, dated March 11, 2016, between Accelerize Inc. and Agility Capital II, LLC.

10.37**	Intellectual Property Security Agreement, dated March 11, 2016, between Accelerize Inc. and Agility Capital II, LLC.

10.38**	Subordination Agreement, dated March 11, 2016.

23.1**	Consent of RBSM LLP.

31.1**	Rule 13a-14(a) Certification.

31.2**	Rule 13a-14(a) Certification.

32.1***	Certification pursuant to 18 U.S.C. Section 1350.

32.2***	Certification pursuant to 18 U.S.C. Section 1350.

101.1**

The following materials from the Company's Annual Report on Form 10-K for the year ended December 31, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Statements of Comprehensive Loss, (v) Statements of Shareholders’ Equity, and (vi) related notes to these financial statements.

* Management contract or compensatory plan or arrangement.

** Filed herewith.

*** Furnished herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ACCELERIZE INC.

By: /s/ Brian Ross

Brian Ross

President and Chief Executive Officer

Date: March 17, 2016

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE

By: /s/ Brian Ross	Chairman of the Board, President and Chief Executive Officer	March 17, 2016
Brian Ross	(Principal executive officer)

By: /s/ Michael Lin	Former Chief Financial Officer
Michael Lin	(Principal financial and accounting officer)	March 17, 2016

By: /s/ Mario Marsillo Jr.	Director	March 17, 2016
Mario Marsillo Jr.

By: /s/ Gregory Akselrud	Director	March 17, 2016
Gregory Akselrud

ACCELERIZE INC.

FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015

Index to Financial Statements and Financial Statement Schedules

The following consolidated financial statements and financial statement schedules are included on the pages indicated:
	Page
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of December 31, 2015 and 2014	F-3
Consolidated Statements of Operations for the years ended December 31, 2015 and 2014	F-4
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2015 and 2014	F-5
Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the years ended December 31, 2015 and 2014	F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2015 and 2014	F-7
Notes to Consolidated Financial Statements	F-8 – F-18

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

Accelerize Inc.

We have audited the accompanying consolidated balance sheets of Accelerize Inc. (the “Company”) as of December 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive loss, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2015. We also have audited the Company’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Controls Over Financial Reporting appearing under Item 9A. Our responsibility is to express an opinion on these consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Accelerize Inc. as of December 31, 2015 and 2014, and the consolidated results of its operations and its cash flows for each of the years in the two-year period ended December 31 2015, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, Accelerize Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

/s/ RBSM LLP.

March 17, 2016

New York, New York

F-2

ACCELERIZE INC.

CONSOLIDATED BALANCE SHEETS

	December 31, 2015			December 31, 2014
ASSETS

Current Assets:
Cash	$	908,095		$	1,130,667
Accounts receivable, net of allowance for bad debt of $395,147 and $212,113, respectively		1,833,007			1,749,566
Prepaid expenses and other assets		239,921			204,268
Total current assets		2,981,023			3,084,501

Property and equipment, net of accumulated depreciation of $1,854,351 and $826,802, respectively		1,956,864			1,424,858
Customer relationships, net of accumulated amortization of $1,000,000 and $703,704, respectively		-			296,296
Deferred financing costs, net of accumulated amortization of $61,298 and $19,317		36,559			37,750
Other assets		124,882			132,988
Total assets	$	5,099,328		$	4,976,393

LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY

Current Liabilities:
Accounts payable and accrued expenses	$	2,236,750		$	1,202,495
Deferred revenues		10,436			206,475
Line of credit – short term		4,635,000			-
Total current liabilities		6,882,186			1,408,970
Line of credit		-			2,900,000
Total liabilities		6,882,186			4,308,970

Stockholders' (Deficit) Equity:
Common stock; $0.001 par value; 100,000,000 shares authorized; 65,069,327 and 62,816,554 shares issued and outstanding, respectively		65,068			62,815
Additional paid-in capital		23,440,366			19,618,153
Accumulated deficit		(25,266,612	)		(19,002,574	)
Accumulated other comprehensive loss		(21,680	)		(10,971	)

Total stockholders’ (deficit) equity		(1,782,858	)		667,423

Total liabilities and stockholders’ (deficit) equity	$	5,099,328		$	4,976,393

See Notes to Consolidated Financial Statements.

F-3

ACCELERIZE INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	Years Ended December 31,
	2015			2014

Revenues:	$	21,396,952		$	16,460,030
Cost of revenue		6,494,339			4,111,761
Gross profit		14,902,613			12,348,269

Operating expenses:
Research and development		4,629,419			2,485,493
Sales and marketing		7,360,397			6,864,194
General and administrative		8,998,512			6,220,114
Total operating expenses		20,988,328			15,569,801

Operating loss		(6,085,715	)		(3,221,532	)

Other income (expense):
Interest income		88,561			18,185
Interest expense		(266,884	)		(49,908	)
Total other (expenses)		(178,323	)		(31,723	)

Net loss	$	(6,264,038	)	$	(3,253,255	)

Net loss per share:
Basic	$	(0.10	)	$	(0.05	)
Diluted	$	(0.10	)	$	(0.05	)


Basic weighted average common shares outstanding		63,659,639			60,844,694
Diluted weighted average common shares outstanding		63,659,639			60,844,694

See Notes to Consolidated Financial Statements.

F-4

ACCELERIZE INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

	Years Ended December 31,
	2015			2014

Net loss:	$	(6,264,038	)	$	(3,253,255	)

Foreign currency translation loss		(10,709	)		(10,971	)
Total other comprehensive loss		(10,709	)		(10,971	)

Comprehensive loss	$	(6,274,747	)	$	(3,264,226	)

See Notes to Consolidated Financial Statements.

F-5

ACCELERIZE INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

From January 1, 2014 to December 31, 2015

	Common Stock				Additional						Accumulated Other			Total Stockholders'
	Shares		Amount		Paid-in Capital			(Accumulated Deficit)			Comprehensive Income			Equity (Deficit)

Balance, January 1, 2014		58,394,975	$	58,394	$	17,908,278		$	(15,749,319	)	$	-		$	2,217,353
Exercise of warrants		4,371,189		4,371		1,074,659			-			-			1,079,030
Cashless exercise of options		50,390		50		(49	)		-			-			1
Fair value of options		-		-		603,198			-			-			603,198
Fair value of warrants issued in connection with line of credit		-		-		32,067			-			-			32,067
Net loss		-		-		-			(3,253,255	)		-			(3,253,255	)
Foreign currency translation		-		-		-			-			(10,971	)		(10,971	)
Ending balance, December 31, 2014		62,816,554	$	62,815	$	19,618,153		$	(19,002,574	)	$	(10,971	)	$	667,423
Exercise of options		11,457		11		9,575			-			-			9,587
Cashless exercise of options		96,316		96		(96	)		-			-			-
Fair value of options		-		-		932,026			-			-			932,026
Fair value of warrants		-		-		1,136,371			-			-			1,136,371
Fair value of warrants issued in connection with line of credit		-		-		37,289			-			-			37,289
Offering - shares		2,145,000		2,145		1,850,217			-			-			1,852,362
Expenses for Offering		-		-		(143,169	)		-			-			(143,169	)
Net loss		-		-		-			(6,264,038	)		-			(6,264,038	)
Foreign currency translation		-		-		-			-			(10,709	)		(10,709	)
Ending balance, December 31, 2015		65,069,327	$	65,068	$	23,440,366		$	(25,266,612	)	$	(21,680	)	$	(1,782,858	)

See Notes to Consolidated Financial Statements

F-6

ACCELERIZE INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Years Ended December 31,
	2015			2014

Cash flows from operating activities:
Net loss	$	(6,264,038	)	$	(3,253,255	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1,338,667			1,321,613
Amortization of deferred financing cost		41,981			19,317
Loss on sale of assets		3,501			-
Provision for bad debt		183,034			153,041
Fair value of options and warrants		2,068,397			603,198
Changes in operating assets and liabilities:
Accounts receivable		(266,475	)		(860,935	)
Other assets		8,106			(132,989	)
Prepaid expenses		(35,653	)		(119,242	)
Accounts payable and accrued expenses		1,030,754			(475,512	)
Deferred revenues		(196,039	)		123,164
Net cash used in operating activities		(2,087,765	)		(2,621,600	)

Cash flows used in investing activities:
Capitalized software for internal use		(1,436,842	)		(724,722	)
Capital expenditures		(152,126	)		(598,386	)
Proceeds from sale of assets		11,090			-
Net cash used in investing activities		(1,577,878	)		(1,323,108	)

Cash flows provided by financing activities:
Proceeds from line of credit, net		1,735,000			2,900,000
Payment of financing costs		-			(50,000	)
Proceeds from exercise of warrants and options		9,587			1,079,031
Net proceeds from issuance of shares of Common Stock		1,852,362			-
Payments related to issuance of shares of Common Stock		(143,169	)		-
Net cash provided by financing activities		3,453,780			3,929,031

Effect of exchange rate changes on cash		(10,709	)		(10,971	)

Net decrease in cash		(222,572	)		(26,648	)

Cash, beginning of year		1,130,667			1,157,315

Cash, end of year	$	908,095		$	1,130,667

Supplemental disclosures of cash flow information:
Cash paid for interest	$	263,077		$	47,479
Cash paid for income taxes	$	-		$	-

Non-cash investing and financing activities:
Fair value of warrants issued in connection with line of credit	$	37,289		$	32,067

See Notes to Consolidated Financial Statements.

F-7

ACCELERIZE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015 and 2014

NOTE 1: ORGANIZATION AND DESCRIPTION OF BUSINESS

Accelerize Inc., or the Company, a Delaware corporation, incorporated on November 22, 2005, owns and operates CAKE, a Software-as-a-Service, or SaaS, platform providing online tracking and analytics solutions for advertisers and online marketers.

The Company provides software solutions for businesses interested in optimizing their digital advertising spend.

Principles of Consolidation

The accompanying consolidated financial statements include the results of operations of Cake Marketing UK Ltd., (the Subsidiary). All material intercompany accounts and transactions between the Company and the Subsidiary have been eliminated in consolidation.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reporting amounts of revenues and expenses during the reported period. Actual results will differ from those estimates. Included in these estimates are assumptions about collection of accounts receivable, useful life of fixed assets and intangible assets, and assumptions used in Black-Scholes-Merton, or BSM, valuation methods, such as expected volatility, risk-free interest rate, and expected dividend rate.

Reclassification

The financial statements for 2014 have been reclassified to reflect the increase in personnel in 2014 which allowed for more clearly defined roles and allocation of certain unallocated general and administrative expenses to the Company’s functional areas.

Cash and Cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less when purchased, to be cash equivalents.

Accounts Receivable

The Company’s accounts receivable are due primarily from advertisers and marketers. Collateral is currently not required. The Company also maintains allowances for doubtful accounts for estimated losses resulting from the inability of the Company’s customers to make payments. The Company periodically reviews these estimated allowances, including an analysis of the customers’ payment history and creditworthiness, the age of the trade receivable balances and current economic conditions that may affect a customer’s ability to make payments as well as historical collection trends for its customers as a whole. Based on this review, the Company specifically reserves for those accounts deemed uncollectible or likely to become uncollectible. When receivables are determined to be uncollectible, principal amounts of such receivables outstanding are written off and deducted from the allowance.

December 31,

2015

December 31,

2014

Allowance for doubtful accounts

395,147

212,113

Concentration of Credit Risks

The Company is subject to concentrations of credit risk primarily from cash and cash equivalents and accounts receivable.

The Company’s cash and cash equivalents accounts are held at a financial institution and are insured by the Federal Deposit Insurance Corporation, or the FDIC, up to $250,000. During 2015 and 2014, the Company has reached bank balances exceeding the FDIC insurance limit. To reduce its risk associated with the failure of such financial institutions, the Company periodically evaluates the credit quality of the financial institutions in which it holds deposits.

F-8

The Company's accounts receivable are due from customers, generally located in the United States, Europe, Asia, and Canada. None of the Company’s customers accounted for more than 10% of its accounts receivable at December 31, 2015 and 2014. The Company does not require any collateral from its customers.

Revenue Recognition

The Company recognizes revenue on arrangements in accordance with ASC Topic 605, Revenue Recognition. Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed, and collectability of the resulting receivable is reasonably assured.

The Company’s SaaS revenues are generated from implementation and training fees and a monthly license fee, supplemented by per transaction fees paid by customers for monthly platform usage. The initial term of the customer contract is generally one year with one of two general cancellation policies. Each party may cancel the contract within the initial period or after the initial period, with 30-days’ prior notice. The Company does not provide any general right of return for its delivered items. Services associated with the implementation and training fees have standalone value to the Company’s customers, as there are third-party vendors who offer similar services to the Company’s services. Accordingly, they qualify as separate units of accounting. The Company allocates a fair value to each element deliverable at the recognition date and recognizes such value when the services are provided. The Company bases the fair value of the implementation and training fees on third-party evidence and the monthly license fee on vendor-specific objective evidence. Fees charged by third-party vendors for implementation and training services do not vary significantly from the fees charged by the Company. Services associated with implementation and training fees are generally rendered within a month from the initial contract date. The value attributed to the monthly license fees as well as the fees associated with monthly transaction-based platform usage are recognized in the corresponding period.

Product Concentration

The Company generates its revenues from software licensing, usage, and related transaction fees.

Fair Value of Financial Instruments

The Company accounts for assets and liabilities measured at fair value on a recurring basis in accordance with ASC Topic 820, Fair Value Measurements and Disclosures, or ASC 820. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

Level 1:	Observable inputs such as quoted market prices in active markets for identical assets or liabilities.

Level 2:	Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3:	Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

Additional Disclosures Regarding Fair Value Measurements

The carrying value of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and lines of credit approximate their fair value due to the short term maturity of these items.

F-9

Advertising

The Company expenses advertising costs as incurred.

	2015		2014

Advertising expense	$	415,900	$	432,100

Income Taxes

Income taxes are accounted for in accordance with the provisions of ASC Topic 740, Accounting for Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized, but no less than quarterly.

F-10

Foreign Currency Translation

The Company’s reporting currency is U.S. Dollars. The functional currency of the Company’s subsidiary in the United Kingdom is British Pounds. The translation from British Pounds to U.S. dollars is performed for balance sheet accounts using exchange rates in effect at the balance sheet date and for revenue and expense accounts using the average exchange rate in effect during the period. The resulting translation adjustments are recorded as a component of Accumulated Other Comprehensive Income (Loss). Foreign currency translation gains and losses arising from exchange rate fluctuation on transactions denominated in a currency other than the functional currency are included in the consolidated statements of operations.

Software Development Costs

Costs incurred in the research and development of software products and significant upgrades and enhancements thereto during the preliminary project stage and the post-implementation operation stage are expensed as incurred. Costs incurred for maintenance and relatively minor upgrades and enhancements are expensed as incurred. Costs associated with the application development stage of new software products and significant upgrades and enhancements thereto are capitalized when 1) management implicitly or explicitly authorizes and commits to funding a software project and 2) it is probable that the project will be completed and the software will be used to perform the function intended. The Company capitalized internal-use software development costs of approximately $1,437,000 during 2015. The Company amortizes such costs once the new software products and significant upgrades and enhancements are completed. The unamortized internal-use software development costs amounted to approximately $1,548,000 at December 31, 2015. The Company’s amortization expenses associated with capitalized software development costs amounted to approximately $730,500 during 2015. Amortization of internal-use software is reflected in cost of revenues.

Share-Based Payment

The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation-Stock Compensation, or ASC 718. Under the fair value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is the vesting period.

The Company has elected to use the BSM option-pricing model to estimate the fair value of its options, which incorporates various subjective assumptions including volatility, risk-free interest rate, expected life, and dividend yield to calculate the fair value of stock option awards. Compensation expense recognized in the statements of operations is based on awards ultimately expected to vest and reflects estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

Segment Reporting

The Company generated revenues from one source, its SaaS business, during 2015 and 2014. The Company's chief operating decision maker evaluates the performance of the Company based upon revenues and expenses by functional areas as disclosed in the Company's statements of operations.

Recent Accounting Pronouncements

Recent accounting pronouncements have been issued but deemed by management to be outside the scope of relevance to the Company.

F-11

Basic and Diluted Earnings Per Share

Basic earnings per share are calculated by dividing income available to stockholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share are computed using the weighted average number of common and dilutive common share equivalents outstanding during the period. Dilutive common share equivalents consist of shares issuable upon the exercise of stock options and warrants (calculated using the modified-treasury stock method).

	2015			2014
Numerator:
Net loss	$	(6,264,038	)	$	(3,253,255	)

Denominator:
Denominator for basic earnings per share--weighted average shares		63,659,639			60,844,694
Effect of dilutive securities- when applicable:
Stock options		-			-
Warrants		-			-
Denominator for diluted earnings per share--adjusted weighted-average shares and assumed conversions		63,659,639			60,844,694

Loss per share:
Basic	$	(0.10	)	$	(0.05	)
Diluted	$	(0.10	)	$	(0.05	)


Weighted-average anti-dilutive common share equivalents		20,347,989			15,839,938

F-12

Property and Equipment

Property and equipment are recorded at cost and are depreciated on a straight-line basis over their estimated useful lives of three years. Maintenance and repairs are charged to expense as incurred. Significant renewals and betterments are capitalized.

Property and equipment consist of the following at:

	December 31, 2015			December 31, 2014
Internal use software costs	$	2,726,209		$	1,289,367
Computer equipment and software		563,892			476,963
Office furniture and equipment		222,061			187,263
Leasehold improvements		299,053			298,067
		3,811,215			2,251,660
Accumulated depreciation		(1,854,351	)		(826,802	)
	$	1,956,864		$	1,424,858

	2015		2014
Depreciation expense	$	297,068	$	263,691
Amortization expense on internal software	$	730,481	$	391,256

During the year ended December 31, 2015, the Company sold approximately $29,000 in computer equipment with a net book value of approximately $15,000 for proceeds of approximately $11,000.

NOTE 3: PREPAID EXPENSES

At December 31, 2015 and 2014, the Company’s prepaid expenses consisted primarily of tradeshow costs.

NOTE 4: CUSTOMER RELATIONSHIPS

During November 2013, the Company completed its acquisition of certain customer relationships of a former competitor. Pursuant to the acquisition, the Company paid $1 million payable in four installments of $250,000 every quarter, beginning March 2014. The Company paid the final installment of $250,000 on December 2014 and has no outstanding balance under this arrangement. The Company has capitalized the acquisition cost, which approximates fair value of the customer relationships, which amounts to $1,000,000 and was fully amortized at December 31, 2015. The Company amortized such customer relationships over a period of 18 months. The Company incurred amortization expense related to the customer relationships of $296,296 and $666,667 during 2015 and 2014, respectively.

F-13

NOTE 5: DEFERRED REVENUES

The Company’s deferred revenues consist of prepayments made by certain of the Company’s customers and undelivered implementation and training fees. The Company decreases the deferred revenues by the amount of the services it renders to such clients when provided.

December 31,

2015

December 31,

2014

Deferred revenues

10,436

206,475

NOTE 6: LINE OF CREDIT

On September 30, 2014, the Company entered into an amendment of its Line of Credit to borrow up to a maximum of $6,000,000 at the Company’s discretion, an increase from up to $3,000,000 that the Company was permitted to borrow under the original Line of Credit entered into on March 17, 2014. Amounts borrowed will accrue interest at the prime rate in effect from time to time plus 1.25%, not to be less than 5.5% per annum, provided that in no event shall the accrued interest payable with respect to any month be less than $10,000. Accrued interest on amounts borrowed is payable monthly. All other amounts borrowed were to be payable in full on the maturity date of March 17, 2016, however, this date has been extended by the Lender until May 31, 2016. This maturity extension was granted concurrently with a waiver issued by the Lender pursuant to an amendment to the Line of Credit on March 11, 2016, which amendment waives any default due to breach of the Line of Credit minimum liquidity covenant during the specified time period, adjusts the Minimum Adjusted EBITDA covenant, and reduces the credit limit to $5,072,223. A condition precedent to the waiver was the funding of a $625,000 subordinated loan, or the Agility Loan, from Agility Capital II, LLC, or Agility Capital, which funded on March 11, 2016. The Line of Credit may be earlier terminated without a prepayment fee.

The Line of Credit, as amended, contains covenants including, but not limited to, covenants to achieve specified Adjusted EBITDA levels, as defined, and customer renewal levels, limiting capital expenditures, requiring minimum liquidity and restricting our ability to pay dividends, purchase and sell assets outside the ordinary course and incur additional indebtedness. As of December 31, 2015, the Company was in compliance with these covenants. The occurrence of a material adverse change, as defined, will be an event of default under the Line of Credit, in addition to other customary events of default. The Company granted the Lender a security interest in all of its personal property and intellectual property.

In connection with the original Line of Credit, the Company issued to the Lender a warrant to purchase up to 46,875 shares of its Common Stock at an exercise price of $1.60 per share. The warrant expires on March 17, 2017. The fair value of the warrant amounted to $32,067. On March 27, 2015, in connection with an obligation under the Line of Credit when borrowings thereunder exceed $3,000,000, the Company issued to the Lender a warrant to purchase 58,824 shares of its Common Stock at an exercise price of $1.53 per share. This warrant expires on March 27, 2018. The fair value of the warrant amounted to $37,289.

The Company owed $4,635,000 under the Line of Credit at December 31, 2015. The interest rate for the amount borrowed was 5.5% per annum.

The Company paid approximately $50,000 to the Lender in financing costs. The fair value of the warrants as well as the financing costs not expensed, which amounted to $28,500, were capitalized as deferred financing costs at December 31, 2015. The Company recognized an amortization expense of $61,298 in connection with such deferred financing costs at December 31, 2015. The Company recognized amortization and interest expenses in connection with the Line of Credit as follows.

	2015		2014

Amortization expense associated with Line of Credit	$	41,981	$	19,317
Interest expense associated with the Line of Credit	$	207,798	$	27,857

F-14

NOTE 7: STOCKHOLDERS’ EQUITY

Common Stock

During 2015 and 2014, the Company generated proceeds of $9,587 and $1,079,031 from the exercise of 11,457 options and 3,082,875 warrants.

During 2015, the Company issued 96,316 shares of its Common Stock pursuant to the cashless exercise of 143,541 options. During 2014, the Company issued 3,082,875 shares of its Common Stock pursuant to the exercise of warrants as well as 1,288,314 and 50,390 shares of its Common Stock pursuant to the cashless exercise of 1,695,000 and 79,158 warrants and options, respectively.

During 2015, the Company sold to investors an aggregate of 2,145,000 shares of its Common Stock at a price of $1.00 per share and warrants to purchase up to an aggregate of 1,287,000 shares of its Common Stock at an exercise price of $1.32 per share for an aggregate gross consideration of $2,145,000 and net proceeds of approximately $1,700,000.

Warrants

The following is a summary of the Company’s activity related to its warrants between January 1, 2014 and December 31, 2015:

	Warrants			Weighted Average Price Per Share		Weighted Average Remaining Contractual Term
Balance, January 1, 2014		5,533,125		$	0.34		1.41
Granted		5,096,875			1.28
Exercised		(4,777,875	)		0.48
Forfeitures		(510,250	)		0.58
Outstanding at December 31, 2014		5,341,875		$	1.23		4.70
Granted		1,345,824			1.43
Exercised		-			-
Forfeitures		(20,000	)		0.65
Outstanding at December 31, 2015		6,667,699		$	1.25		3.69

The fair value of the warrants granted or modified during 2015 is based on the BSM model using the following assumptions:

	2015			2014
Effective Exercise price	$1.00	-	$1.53	$1.19	-	$1.60
Effective Market price	$1.00	-	$1.53	$1.19	-	$1.60
Volatility		61.62%		63	-	64%
Risk-free interest		0.90%		0.91	-	1.1%
Terms (years)		3		3	-	5
Expected dividend rate		0%			0%

F-15

Stock Option Plan

The Company has a Stock Option Plan, or the Plan, under which the total number of shares of capital stock of the Company that may be subject to options under the Plan is currently 22,500,000 shares of Common Stock from either authorized but unissued shares or treasury shares. The individuals who are eligible to receive option grants under the Plan are employees, directors and other individuals who render services to the management, operation or development of the Company or its subsidiaries and who have contributed or may be expected to contribute to the success of the Company or a subsidiary. Every option granted under the Plan shall be evidenced by a written stock option agreement in such form as the Board shall approve from time to time, specifying the number of shares of Common Stock that may be purchased pursuant to the option, the time or times at which the option shall become exercisable in whole or in part, whether the option is intended to be an incentive stock option or a non-incentive stock option, and such other terms and conditions as the Board shall approve.

The share-based payment is based on the fair value of the outstanding options amortized over the requisite period of service for option holders, which is generally the vesting period of the options. The fair value of the options granted during 2015 and 2014 is based on the BSM model using the following assumptions:

	2015				2014
Effective exercise price		$0.47	-	$1.43		$1.10	-	$1.80
Effective market price		$0.47	-	$1.43		$1.10	-	$1.80
Volatility		61	-	68%		63	-	64%
Risk-free interest		0.89	-	1.01%		0.91	-	1.1%
Terms (years)			4				4
Expected dividend rate			0%				0%

	Options			Weighted Average Price Per Share		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Balance, January 1, 2014	$	19,134,168		$	0.27		6.4	$	20,908,118
Granted		2,152,500			1.38
Exercised ⁽ ¹ ⁾		(218,332	)		0.79
Forfeitures		(6,660,000	)		0.79
Outstanding at December 31, 2014		14,408,336		$	0.50		6.81	$	14,573,511
Granted		840,000			1.14
Exercised ⁽²⁾		(154,998	)		0.63
Forfeitures		(1,503,338	)		0.79
Outstanding at December 31, 2015		13,590,000		$	0.48		4.83	$	127,500
Exercisable at December 31, 2015	$	11,531,576		$	0.35		5.26	$	1,627,410

(1) Consists of cashless exercise of 79,158 options in exchange for 50,390 shares of Common Stock

(2) Consists of cash exercise of 11,457 shares and cashless exercise of 143,541 options in exchange for 96,316 shares of Common Stock.

The share-based payment is based on the fair value of the outstanding options amortized over the requisite period of service for option holders, which is generally the vesting period of the options.

	2015		2014
Weighted-average grant date fair value	$	0.53	$	0.66
Fair value of options	$	932,026	$	603,198

F-16

The total compensation cost related to non-vested awards not yet recognized amounted to approximately $978,269 at December 31, 2015 and the Company expects that it will be recognized over the following weighted-average period of 48 months.

If any options granted under the Plan expire or terminate without having been exercised or cease to be exercisable, such options will be available again under the Plan. All employees of the Company and its subsidiaries are eligible to receive incentive stock options and non-qualified stock options. Non-employee directors and outside consultants who provided bona-fide services not in connection with the offer or sale of securities in a capital raising transaction are eligible to receive non-qualified stock options. Incentive stock options may not be granted below their fair market value at the time of grant or, if to an individual who beneficially owns more than 10% of the total combined voting power of all stock classes of the Company or a subsidiary, the option price may not be less than 110% of the fair value of the Common Stock at the time of grant. The expiration date of an incentive stock option may not be longer than ten years from the date of grant. Option holders, or their representatives, may exercise their vested options up to three months after their employment termination or one year after their death or permanent and total disability. The Plan provides for adjustments upon changes in capitalization.

The Company’s policy is to issue shares pursuant to the exercise of stock options from its available authorized but unissued shares of Common Stock. It does not issue shares pursuant to the exercise of stock options from its treasury shares.

NOTE 8: INCOME TAXES

The Company did not have material income tax provision (benefit) because of net loss and valuation allowances against deferred income tax provision for the years ended December 31, 2015 and 2014.

A reconciliation of the Company’s effective tax rate to the statutory federal rate is as follows:

	Years Ended December 31,
	2015			2014
Statutory federal rate		34.0	%		34.0	%
State income taxes net of federal income tax benefit		3.8	%		5.2	%
Permanent differences for tax purposes		0.3	%		-0.6	%
Change in valuation allowance		-38.1	%		-38.6	%
Effective income tax rate:		0.0	%		0.0	%

The components of the deferred tax assets and liabilities are as follows:

	December 31,
	2015			2014
Deferred tax assets:
Net operating loss carryovers	$	5,573,184		$	3,359,000
Stock-based compensation		1,228,702			732,000
Other temporary differences		499,898			174,000
Total deferred tax assets		7,301,784			4,265,000
Valuation allowance		(7,301,784	)		(4,265,000	)
Net deferred tax asset	$	-		$	-

At December 31, 2015, the Company had available net operating loss carryovers of approximately $14.3 million that may be applied against future taxable income and expires at various dates between 2023 and 2035, subject to certain limitations. The Company has a deferred tax asset arising substantially from the benefits of such net operating loss deduction and has recorded a valuation allowance for the full amount of this deferred tax asset since it is more likely than not that some or all of the deferred tax asset may not be realized. The net change in the valuation allowance is primarily due to the net loss in 2015, which increased net operating loss carryforward in 2015 compared to 2014.

The Company files income tax returns in the U.S. federal jurisdiction and California and is subject to income tax examinations by federal tax authorities for tax years ended 2012 and later and by California authorities for tax years ended 2011 and later. The Company currently is not under examination by any tax authority. The Company’s policy is to record interest and penalties on uncertain tax positions as income tax expense. As of December 31, 2015, the Company has no accrued interest or penalties related to uncertain tax positions.

F-17

NOTE 9: SEGMENTS

The Company operates in one business segment. Percentages of sales by geographic region during 2015 and 2014 were approximately as follows:

	2015		2014
United States		71%		75%
Europe		19%		17%
Other		10%		8%

NOTE 10: COMMITMENTS AND CONTINGENCIES

During January 2014, the Company entered into a 4-year lease for certain office space in Newport Beach, effective February 1, 2014. Under the terms of the lease, the Company initially paid monthly base rent of approximately $22,000 increasing incrementally to approximately $25,000.

During May 2014, the Company entered into a two year sublease in Newport Beach, effective May 1, 2014. The Company initially paid monthly base rent of approximately $10,000 per month, increasing to approximately $11,000 per month by the end of the lease term.

During July 2014, the Company entered into a five year lease for certain office space in a business center in London, England, which commenced on July 30, 2014. The base rent is GBP 89,667 (approximately $129,000) per year and the estimated service charges for the lease are GBP 45,658 (approximately $66,000) per year. The Company paid approximately GBP 60,000 (approximately $86,000) for furniture, cabling and build out of the office space.

Future annual minimum payments required under operating lease obligations at December 31, 2015 are as follows:

	Future Minimum Lease Payments
2016	$	346,733
2017	$	303,415
2018	$	25,366

The Company entered into certain employment agreements with four of its executive officers which are still effective as of December 31, 2015. The agreements provide that they will generally terminate on December 31, 2017. Under the agreements, the executive officers are entitled to annual base salaries of $291,747. Additionally, the agreements initially provided for an increase in base salary of 3% on January 1, 2014 and every year thereafter. If the Company elects to terminate the agreement(s) without cause, the respective executive officer is entitled to a severance payment of the greater of one-year annual base salary or the remaining payments due based on the agreement.

The commitments under such agreements over the next year are as follows:

Year	Commitments
2016	$	1,365,910
2017	$	1,461,522
2018	$	1,505,378

Legal Proceedings

From time to time, the Company may become involved in legal proceedings arising in the ordinary course of business. The Company is not presently a party to any legal proceedings, including the following, that it currently believes, if determined adversely to the Company, would individually or taken together have a material adverse effect on the Company’s business, operating results, financial condition or cash flows.

McCollum Litigation

The Company is currently involved in a litigation with Jeff McCollum, the former President of its CAKE division, in the Superior Court of the State of California, commenced by the Company on February 22, 2015, whereby it asserted claims against Mr. McCollum for fraud, breach of contract, and breach of fiduciary duty, among others, following its termination of Mr. McCollum’s employment on September 8, 2014 for cause as a result of, among other things, Mr. McCollum having abandoned his position and professional responsibilities. Mr. McCollum filed a cross complaint alleging breach of contract by the Company with respect to Mr. McCollum’s employment agreement and commenced a separate action on February 23, 2015 in the Superior Court of the State of California asserting claims against the Company for violation of California Commercial Code §8401 and breach of fiduciary duty arising from Mr. McCollum’s request to have the restrictive legend removed from his share certificate representing 1.89 million shares of the Company’s Common Stock owned by him, and seeking declaratory relief as to whether he is entitled to have the restrictive legend removed from his share certificate. Although the Company believes it will prevail on the merits, the ultimate outcome cannot be predicted at this time.

NOTE 11: SUBSEQUENT EVENTS

Agility Loan

On March 11, 2016, the Company entered into a subordinated loan with Agility Capital which provides for total availability of $625,000 and matures on March 31, 2017. The Agility Loan has a fixed interest rate of 12% per year and requires $25,000 monthly amortization payments beginning on June 1, 2016. The Agility Loan also requires fees of approximately $130,000 over the life of the loan, and is subject to a total aggregate minimum interest of $50,000 in the event of a prepayment. The Agility Loan contains covenants to achieve specified Adjusted EBITDA levels, as defined, limiting capital expenditures, restricting the Company’s ability to pay dividends, purchase and sell assets outside the ordinary course and incur additional indebtedness. The Agility Loan requires a security interest in all of the Company’s personal property and intellectual property, second in priority to the Lender.

F-18

Exhibit 10.35

Limited Waiver and

Fifth Amendment to

Loan Agreement

Borrower:	Accelerize Inc.

Date:	March 11, 2016

This Limited Waiver and Fi fth Amendment to Loan Agreement (this “Amendment”) is entered into between Pacific Western Bank (“Lender”) and the borrower named above (“Borrower”).

The parties hereto agree to amend the Loan and Security Agreement between Borrower and Lender (as successor in interest by merger to Square 1 Bank), dated March 17, 2014 (as amended, restated, supplemented, or otherwise modified from time to time, the “Loan Agreement”), and Lender agrees to waive a certain Event of Default thereunder, as follows, effective as of the date hereof, unless otherwise indicated below, subject to the terms and conditions set forth below. Initially capitalized terms used but not defined in this Amendment shall have the meanings set forth in the Loan Agreement.

1. Limited Waiver. Borrower acknowledges and agrees that: (i) Borrower has failed to maintain total Liquidity greater than or equal to the minimum amount required under Section 5 of the Schedule, including without limitation during the period of February 26 through the date hereof (such failure, including the continuation of such failure through and including the date Borrower receives the Agility Cash Infusion, defined below, may be referred to herein as the “Specified Default”); and (ii) the Specified Default constitutes an Event of Default.

Lender hereby waives the Specified Default. Such waiver does not constitute any of the following: (i) a waiver of Borrower’s obligation to meet any covenant referenced above at any other date; (ii) a waiver of any other term or provision of any of the Loan Documents; or (iii) an agreement to waive in the future any covenant referenced above, or any other term or provision of any of the Loan Documents.

2. Credit Limit. That portion of Section 1 of the Schedule which currently reads:

“(a)

a total of $ 6,000,000 at any one time outstanding (the ‘Maximum Credit Limit’); or”

is hereby amended to read:

“(a)

a total of $ 5,072, 223 at any one time outstanding (the ‘Maximum Credit Limit’); or”

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Pacific Western Bank

Limited Waiver and 5th Amendment to Loan Agreement

3. Maturity Date. Section 4 of the Schedule is hereby amended in its entirety to read:

“ 4. MATURITY DATE

(Section 6.1):

May 31, 2016.”

4. Minimum Adjusted EBITDA . In Section 5 of the Schedule, the following is hereby added to the end of the table entitled “Minimum Adjusted EBITDA,” immediately following the period which reads “ 12 months ending Dec 31, 2015”:

Period	Minimum Adjusted EBITDA
1 month ending Jan 31, 2016	($300,000)
2 months ending Feb 29, 2016	($620,000)
3 months ending Mar 31, 2016	($845,000)
4 months ending Apr 30, 2016	($1,020,000)
5 months ending May 31, 2016	($1,200,000)

5. Condition Precedent: Cash Infusion from Agility Capital. This Amendment is conditioned upon, and shall only be and become effective upon Borrower's receipt of cash in an amount no less than $500,000 from Agility Capital (the “Agility Cash Infusion”) in exchange for the issuance of debt securities of Borrower which are fully subordinated to the Obligations pursuant to a written subordination agreement acceptable to Lender. If Lender has not received evidence satisfactory to Lender that the foregoing condition has been satisfied, this Amendment shall be of no force or effect.

6. Fee. In consideration for Lender entering into this Amendment, Borrower shall concurrently pay Lender a fee in the amount of $5,000, which shall be non-refundable and in addition to all interest and other fees payable to Lender under the Loan Documents. Lender is authorized to charge said fee to Borrower’s loan account or any of Borrower’s deposit accounts with Lender.

7. Representations True. Borrower represents and warrants to Lender that all representations and warranties set forth in the Loan Agreement, as amended hereby, are true and correct, other than any representations or warranties which Borrower, prior to the date of this Amendment, has advised Lender in writing (including via electronic communication) are no longer true and correct, including but not limited to: (i) with respect to Section 3.2 of the Loan Agreement, the change of Borrower ’ s name, effective October 10, 2014; and (ii) with respect to Section 3.10 of the Loan Agreement, that certain letter from Lewis Silkin dated February 19, 2015 in regards to Cake Marketing UK Ltd., that certain Complaint by Jeff McCollum against Accelerize Inc., filed on February 23, 2015 in Orange County Superior Court, that certain Complaint by Accelerize Inc. against Jeff McCollum, filed on February 23, 2015 in Orange County Superior Court and that certain Cross-Complaint by Jeff McCollum against Accelerize Inc., filed on May 29, 2015 in Orange County Superior Court.

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Pacific Western Bank

Limited Waiver and 5th Amendment to Loan Agreement

8. No Waiver. Nothing herein constitutes a waiver of any default or Event of Default under the Loan Agreement or any other Loan Documents, whether or not known to Lender, except as set forth in Section 1 above.

9. General Release. In consideration for Lender entering into this Amendment, Borrower hereby irrevocably releases and forever discharges Lender, and its successors, assigns, agents, shareholders, directors, officers, employees, agents, attorneys, parent corporations, subsidiary corporations, affiliated corporations, affiliates, participants, and each of them (collectively, the “Releasees”), from any and all claims, debts, liabilities, demands, obligations, costs, expenses, actions and causes of action, of every nature and description, known and unknown, which Borrower now has or at any time may hold, by reason of any matter, cause or thing occurred, done, omitted or suffered to be done prior to the date of this Amendment (collectively, the “Released Claims”). Borrower hereby irrevocably waives the benefits of any and all statutes and rules of law to the extent the same provide in substance that a general release does not extend to claims which the creditor does not know or suspect to exist in its favor at the time of executing the release, and, without limiting the foregoing, and without limiting the stipulation to governing law set forth in the Loan Agreement, and ratified and confirmed herein, Borrower irrevocably waives any benefits it may have under California Civil Code Section 1542 which provides: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” Borrower represents and warrants that it has not assigned to any other Person any Released Claim, and agrees to indemnify Lender against any and all actions, demands, obligations, causes of action, decrees, awards, claims, liabilities, losses and costs, including but not limited to reasonable attorneys' fees of counsel of Lender’s choice and costs, which Lender may sustain or incur as a result of a breach or purported breach of the foregoing representation and warranty.

10. General Provisions . Borrower hereby ratifies and confirms the continuing validity, enforceability and effectiveness of the Loan Agreement and all other Loan Documents. This Amendment, the Loan Agreement, any prior written amendments to the Loan Agreement signed by Lender and Borrower, and all other written documents and agreements between Lender and Borrower, set forth in full all of the representations and agreements of the parties with respect to the subject matter hereof and supersede all prior discussions, representations, agreements and understandings between the parties with respect to the subject hereof. Except as herein expressly amended, all of the terms and provisions of the Loan Agreement, and all other documents and agreements between Lender and Borrower shall continue in full force and effect and the same are hereby ratified and confirmed. Without limiting the generality of the foregoing, the provisions of all subsections of Section 9 of the Loan Agreement (titled “General Provisions”), including without limitation all provisions relating to governing law, venue, jurisdiction, dispute resolution, and the waiver of the right to a jury trial , shall apply equally to this Amendment, and the same are incorporated herein by this reference.

[Signatures on Next Page]

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Pacific Western Bank

Limited Waiver and 5th Amendment to Loan Agreement

Borrower:

Accelerize Inc.

By /s/ Brian Ross

Title CEO

Lender:

Pacific Western Bank

By /s/ Andrew Yarbrough

Title AVP

[Signature Page – Limited Waiver and 5 ^th Amendment to Loan Agreement]

Exhibit 10.36

LOAN AGREEMENT

Dated as of March 11, 2016

by and between

AGILITY CAPITAL II, LLC

as “Agility” or “Lender”

and

ACCELERIZE INC.

as “Borrower”

TOTAL CREDIT AMOUNT: Up to $625,000

Maturity Date:	March 31, 2017
Formula:	None
Facility Origination Fee:	$125,000
Interest:	12% per annum; fixed
Warrants:	See Warrant for coverage

The information set forth above is subject to the terms and conditions set forth in the balance of this Agreement. The parties agree as follows:

1. Advance and Payments .

(a) Advances. Borrower may request one advance up to the aggregate principal amount of up to $625,000 (the “Advance”), which shall be loaned on or around the date of this Agreement. Agility’s obligation to make any portion of the Advance under this Agreement is subject to (i) Agility’s determination, in its sole discretion, that there has not occurred a circumstance or circumstances that have a Material Adverse Effect, and (ii) the execution, delivery and filing of such certificates, instruments and agreements, as Agility deems appropriate, in form and substance satisfactory to Agility, including but not limited to (A) a deposit account control agreement with any Bank with which Borrower maintains an account, including but not limited to those accounts in Exhibit B; (B) a warrant to purchase stock; (C) a subordination agreement with Pacific Western Bank, formerly known as Square 1 Bank (“Senior Lender”); (D) evidence of an amendment to the Senior Lender’s loan documents (the “Senior Debt”) extending the maturity date of indebtedness owing thereunder; and (E) subordination agreement with Borrower’s other noteholders (if any).

(b) Interest . Borrower shall pay interest on the outstanding principal balance of the Advance at a fixed rate per annum equal to twelve percent (12.0%). Interest shall be calculated on the basis of a 360-day year for the actual number of days elapsed, shall accrue from the date of an Advance and continue until such Advance has been repaid, and shall be payable in arrears on the first day of each month until such Advance has been repaid.

(c) Payments . Borrower shall make interest-only payments on the first day of each month as set forth in Section 1(b) above. Any partial month shall be prorated on the basis of a 30-day month based on the actual number of days outstanding. Beginning on July 1, 2016 and on the first day of each month thereafter, Borrower shall make monthly principal payments in the amount of $25,000 to Agility, plus accrued interest. All such monthly payments made to Agility shall be made via wire transfer per wire transfer instructions separately provided by Agility to Borrower or by automated clearing house (ACH) transfer. All payments received by Agility shall be applied first to outstanding fees and expenses owing to Agility, then to accrued and unpaid interest, then to principal. Any fees or interest not paid when due shall be compounded by becoming a part of the Obligations (as herein defined), and such unpaid fees or interest shall thereafter accrue interest at the applicable interest rate.

(d) Prepayment. Borrower may prepay all but not less than all of the Advance, provided Borrower (i) provides written notice to Lender of its election to prepay the Advance at least fifteen (15) days prior to such prepayment, and (ii) pays to the Lender on the date of such prepayment an amount equal to the sum of (A) all outstanding principal of the Advance plus accrued and unpaid interest thereon through the prepayment date, (B) a fee equal to $50,000 minus the aggregate amount of interest paid by Borrower prior to the prepayment date, plus (C) all of Lender’s reasonable fees and expenses incurred in connection with this Agreement.

(e) Fees . On the date hereof, Borrower shall pay to Agility an origination fee of $125,000, which is fully earned and nonrefundable, and shall be deducted from the initial proceeds of the Advance. Borrower shall pay Agility a loan management fee of $ 625 per month, payable in arrears on the first day of each month, each of which are fully earned and nonrefundable on each such date.

(f) Maturity Date . All amounts outstanding hereunder are due and payable on March 31, 2017 (the “Maturity Date”).

(g) Late Payments; Default Interest; Default Fees . After the occurrence of an Event of Default under Section 5(a) or Section 5(b) of this Agreement, the Obligations shall bear interest at a rate equal to 17%. In addition, upon the occurrence of such Event of Default, Borrower shall pay Agility a default fee of $5,000. For each 15 day period in which such an Event of Default remains outstanding and uncured to Agility’s satisfaction, Borrower shall pay Agility an additional default fee of $5,000 for the first 15 day period, and an additional $5,000 for each 15 day period thereafter, until such Event of Default is cured to Agility’s satisfaction or waived in writing by Agility. The terms of this paragraph shall not be construed as Agility’s consent to Borrower’s failure to pay any amounts in strict accordance with this Agreement, and Agility’s charging any fees and/or acceptance of any payments shall not restrict Agility’s exercise of any remedies arising out of any such failure.

(h) Use of Proceeds . The proceeds from the Advance shall be used for Borrower’s working capital purposes.

2. Security Interest . As security for all present and future indebtedness, guarantees, liabilities, and other obligations of Borrower to Agility under this Agreement and any other present or future agreement, document, or instrument entered into in connection herewith (collectively, the “Transaction Documents”), including all fees specified in Section 1 (collectively, the “Obligations”), Borrower grants Agility a security interest in all of Borrower’s personal property, whether now owned or hereafter acquired, including without limitation the property described on Exhibit A attached hereto, and all products, proceeds and insurance proceeds of the foregoing (collectively, the “Collateral”). Borrower authorizes Agility to execute such documents and take such actions as Agility reasonably deems appropriate from time to time to perfect or continue the security interest granted hereunder.

3. Representations, Warranties and Covenants . Borrower represents to Agility as follows (which shall be deemed continuing throughout the term of this Agreement:

(a) Authorization . The execution, delivery and performance by Borrower of the Transaction Documents, and all other documents contemplated hereby have been duly and validly authorized by all necessary corporate action, and do not violate Borrower’s Articles of Incorporation or by-laws, or any law or any material agreement or instrument which is binding upon Borrower or its property.

(b) State of Incorporation; Places of Business; Locations of Collateral . Borrower is and will continue to be, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Borrower is and will continue to be qualified and licensed to do business in all jurisdictions in which it is required to do so. The address set forth in this Agreement under Borrower’s signature is Borrower’s chief executive office. Other than the chief executive office, the Collateral is located at the address(es) set forth on Exhibit B .

(c) Title to Collateral; Permitted Liens . Borrower is now, and will at all times in the future be, the sole owner of all the Collateral. The Collateral now is and will remain free and clear of any and all liens, security interests, encumbrances and adverse claims, except for (i) purchase money security interests in specific items of equipment; (ii) leases of specific items of equipment; (iii) liens for taxes, fees, assessments or other governmental charges or levies, either not delinquent or being contested in good faith by appropriate proceedings, provided the same have no priority over any of Lender’s security interests; (iv) liens of materialmen, mechanics, warehousemen, carriers, or other similar liens arising in the ordinary course of business and securing obligations that are not delinquent; (v) the lien in favor of Senior Lender; and (vi) the liens set forth on Exhibit B .

(d) Financial Condition, Statements and Reports . The financial statements provided to Agility by Borrower have been prepared in accordance with generally accepted accounting principles, consistently applied (“GAAP”). All financial statements now or in the future delivered to Agility will fairly reflect the financial condition of Borrower, at the times and for the periods therein stated. Between the last date covered by any such statement provided to Agility and the date hereof, there has been no circumstance that could constitute or give rise to a Material Adverse Effect. Borrower has timely filed, and will timely file, all tax returns and reports required by applicable law, and Borrower has timely paid, and will timely pay, all applicable taxes, assessments, deposits and contributions now or in the future owed by Borrower.

(e) Compliance with Law . Borrower has complied, and will comply, in all material respects, with all provisions of all material applicable laws and regulations.

(f) Information . All information provided to Agility by or on behalf of Borrower on or prior to the date of this Agreement is true and correct in all material respects, and no representation or other statement made by Borrower to Agility contains any untrue statement of a material fact or omits to state a material fact necessary to make any statements made to Agility not misleading at the time made.

(g) Litigation . Except as disclosed on Exhibit B , there is no claim or litigation pending or (to best of Borrower’s knowledge) threatened against Borrower. Borrower will promptly inform Agility in writing of any claim or litigation in the future.

(h) Subsidiaries; Investments . Except as disclosed on Exhibit B , Borrower has no wholly-owned or partially owned subsidiaries, and Exhibit B sets forth all loans by Borrower to, and all investments by Borrower in, any person, entity, corporation partnership or joint venture.

(i) Deposit and Investment Accounts . Borrower maintains only the operating, savings, deposit, securities and investment accounts listed on Exhibit B .

4. Other Covenants .

(a) Reports . For so long as the Senior Debt is outstanding, Borrower will provide to Agility all financial information (including monthly financial statements, and other monthly reporting), all certificates and notices as is required by Senior Lender, concurrently with delivery to Senior Lender. If such reporting is no longer required to be delivered to Senior Lender, Borrower will provide to Agility in form and substance acceptable to Agility: (i) within thirty (30) days after the last day of each month, monthly financial statements, prepared in accordance with GAAP, consistently applied; (ii) within fifteen (15) days after the last day of each month, copies of all reports and statements received by Borrower from any of its banks or other financial institutions (in lieu of such requirement, Borrower may grant Agility on-line “view only” access to all of its accounts on terms acceptable to Agility); (iii) annual financial statements prepared in accordance with GAAP, consistently applied, by an independent certified public accountant acceptable to Agility, it being agreed that Borrower’s current accountants as of the date hereof are acceptable to Agility, and copies of Borrower’s tax returns for such year, within one hundred twenty (120) days of the last day of such year; (iv) within five (5) days of the end of each month, aged listings of accounts receivable and accounts payable; and (v) upon request, such other information relating to Borrower’s operations and condition, as Agility may reasonably request from time to time. Agility shall have the right to review and copy Borrower’s books and records and audit and inspect the Collateral, from time to time, upon reasonable notice to Borrower. Agility or its officers, employees, or agents shall have a right to visit Borrower’s premises and interview Borrower’s officers at Borrower’s expense.

(b) Insurance . Borrower will maintain insurance on the Collateral and Borrower’s business, in amounts and of a type that are customary to businesses similar to Borrower’s, and Agility will be named in a lender’s loss payable endorsement in favor of Agility, in form reasonably acceptable to Agility.

(c) Financial Covenants. Borrower’s quarterly Adjusted EBITDA shall be at least $1, beginning with quarter ending June 30, 2016. “Adjusted EBITDA” means Borrower’s earnings before interest, taxes, depreciation and amortization expenses, and adjusted for fair value of warrant liabilities and stock-based compensation expense, as determined in accordance with GAAP.

(d) Negative Covenants . Without Agility’s prior written consent, Borrower shall not do any of the following: (i) acquire any assets outside the ordinary course of business; (ii) sell, lease, license, encumber, transfer or otherwise dispose of any Collateral except for sales of inventory in the ordinary course of business and the disposition of obsolete or worn-out equipment that are superfluous to Borrower’s business; (iii) pay or declare any dividends on Borrower’s stock; (iv) redeem, repurchase or otherwise acquire, any of Borrower’s stock exceeding a value of Three Hundred Thousand Dollars ($300,000); (v) make any investments in, or loans or advances to, any person, including without limitation any investments in, or downstreaming of funds to, any subsidiary or affiliate of Borrower, with the exception of Borrower’s customary downstreaming of funds to Borrower’s subsidiary, Cake Marketing UK Ltd, to the extent necessary to support such subsidiary’s operations and consistent with past practices; (vi) incur any indebtedness, including any guaranties or other contingent liabilities, other (A) than unsecured trade debt, including obligations to suppliers and customers and equipment or capital lease obligations, each incurred in the ordinary course of business and (B) indebtedness owing to Senior Lender not to exceed an aggregate of up to Seven Million Dollars ($7,000,000) that is subject to a subordination agreement in form and substance satisfactory to Lender; (vii) make any deposits or investments into any investment or depository accounts unless they are subject to an account control agreement acceptable to Agility (with the exception of the account maintained outside of the United States by Cake Marketing UK Ltd., the aggregate balance of which shall not exceed $200,000 at any time, and any amounts in excess of such limit shall be promptly transferred back to Borrower’s account(s) that are subject to an account control agreement in favor of Lender); (viii) make any payment on any of Borrower’s indebtedness that is subordinate to the Obligations, other than in accordance with a subordination agreement, if any, in favor of Lender relating thereto; (ix) permit or suffer a merger, change of control, or acquisition of all or any substantial part of Borrower’s assets; (x) use any part of the Advances to repay loans or pay deferred salaries or other amounts owing to any officers, directors, shareholders or affiliates of Borrower; or (xi) agree to do any of the foregoing; or (xii) or without thirty (30) days prior written notification to Lender, relocate its chief executive office or change its state of incorporation or change its legal name or experience any change in corporate form.

(e) Board Meetings and Materials. Upon Agility’s request, Borrower shall give Agility copies of all notices, minutes, consents and other materials the Borrower provides to its directors in connection with such meetings at the same time and in the same manner as it gives to its directors.

5. Events of Default . Any one or more of the following shall constitute an Event of Default under this Agreement:

(a) Borrower fails to pay any principal or interest due hereunder within ten days after the date due, provided that any amounts due on the Maturity Date shall be paid on that date, with no grace period; or

(b) Borrower fails to comply with Section 4(c) of this Agreement or the occurrence of any event of default under the loan documents with Senior Lender;

(c) Borrower fails to comply with any other provision of this Agreement or any other Transaction Document; or

(d) Any warranty, representation, statement, report or certificate made or delivered to Agility by Borrower or on Borrower’s behalf shall be untrue or misleading in a material respect as of the date given or made, or shall become untrue or misleading in a material respect after the date hereof; or

(e) A default or event of default occurs in any other agreement to which Borrower is subject or by which Borrower is bound (i) resulting in a right by the other party or parties, whether or not exercised, to accelerate the maturity of any indebtedness or (ii) that could have a Material Adverse Effect, as defined below; or

(f) Any portion of Borrower’s assets is attached, seized or levied upon, or a judgment for more than $50,000 is awarded against Borrower and is not stayed within ten days; or

(g) Dissolution or termination of existence of Borrower; or appointment of a receiver, trustee or custodian, for all or any material part of the property of, assignment for the benefit of creditors by, or the commencement of any proceeding by or against Borrower under any reorganization, bankruptcy, insolvency, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, now or in the future in effect (except that, in the case of a proceeding commenced against Borrower, Borrower shall have 60 days after the date such proceeding was commenced to have it dismissed, provided Agility shall have no obligation to make any Advances during such period); or

(h) The occurrence of any circumstance that could reasonably be expected to have a “Material Adverse Effect”, which shall mean (i) a material adverse change in the business, prospects, operations, results of operations, assets, liabilities or financial or other condition of Borrower, (ii) the material impairment of Borrower’s ability to perform its Obligations or of Agility’s ability to enforce the Obligations or realize upon the Collateral, or (iii) a material adverse change in the value of the Collateral.

6. Remedies .

(a) Remedies . Upon the occurrence of any Event of Default, Agility, at its option, may do any one or more of the following: (i) Accelerate and declare the Obligations to be immediately due, payable, and performable; (ii) Take possession of any or all of the Collateral wherever it may be found, and for that purpose Borrower hereby authorizes Agility to enter Borrower’s premises without interference to search for, take possession of, keep, store, or remove any of the Collateral, and remain on the premises or cause a custodian to remain on the premises in exclusive control thereof, without charge by Borrower for so long as Agility reasonably deems it necessary in order to complete the enforcement of its rights under this Agreement or any other Transaction Document; provided, however, that should Agility seek to take possession of any of the Collateral by Court process, Borrower hereby waives: (A) any bond and any surety or security relating thereto; (B) any demand for possession prior to the commencement of any suit or action to recover possession thereof; and (C) any requirement that Agility retain possession of, and not dispose of, any such Collateral until after trial or final judgment; (iii) Require Borrower to assemble any or all of the Collateral and make it available to Agility at places designated by Agility; (iv) Complete the processing of any Collateral prior to a disposition thereof and, for such purpose and for the purpose of removal, Agility shall have the right to use Borrower’s premises, equipment and all other property without charge by Borrower; (v) Collect and dispose of and realize upon any investment property, including withdrawal of any and all funds from any deposit or securities accounts; (vi) Dispose of any of the Collateral, at one or more public or private sales, in lots or in bulk, for cash, exchange or other property, or on credit, and to adjourn any such sale from time to time without notice other than oral announcement at the time scheduled for sale; and (vii) Demand payment of, and collect any accounts, general intangibles or other Collateral and, in connection therewith, Borrower irrevocably authorizes Agility to endorse or sign Borrower’s name on all collections, receipts, instruments and other documents, and, in Agility’s good faith business judgment, to grant extensions of time to pay, compromise claims and settle accounts, general intangibles and the like for less than face value; Borrower grants Agility a license, exercisable from and after an Event of Default has occurred, to use and copy any trademarks, service marks and other intellectual property in which Borrower has an interest to effect any of the foregoing remedies. All reasonable attorneys’ fees, expenses, costs, liabilities and obligations incurred by Agility with respect to the foregoing shall be added to and become part of the Obligations, and shall be due on demand.

(b) Application of Proceeds . All proceeds realized as the result of any sale or other disposition of the Collateral shall be applied by Agility first to the reasonable costs, expenses, liabilities, obligations and attorneys’ fees incurred by Agility in the exercise of its rights under this Agreement or any other Transaction Document, second to any fees and Obligations other than interest and principal, third to the interest due upon any of the Obligations, and fourth to the principal of the Obligations, in such order as Agility shall determine in its sole discretion. Any surplus shall be paid to Borrower or other persons legally entitled thereto; Borrower shall remain liable to Agility for any deficiency.

(c) Remedies Cumulative . In addition to the rights and remedies set forth in this Agreement, Agility shall have all the other rights and remedies accorded a secured party under the California Uniform Commercial Code and under all other applicable laws, and under any other instrument or agreement now or in the future entered into between Agility and Borrower, and all of such rights and remedies are cumulative and none is exclusive. Exercise or partial exercise by Agility of one or more of its rights or remedies shall not be deemed an election, nor bar Agility from subsequent exercise or partial exercise of any other rights or remedies. The failure or delay of Agility to exercise any rights or remedies shall not operate as a waiver thereof, but all rights and remedies shall continue in full force and effect until all of the Obligations have been fully paid and performed.

(d) Power of Attorney . After the occurrence and during the continuance of an Event of Default, Borrower irrevocably appoints Agility (and any of Agility’s designated employees or agents) as Borrower’s true and lawful attorney in fact to: endorse Borrower’s name on any checks or other forms of payment; make, settle and adjust all claims under and decisions with respect to Borrower’s policies of insurance; settle and adjust disputes and claims respecting accounts, general intangibles and other Collateral; execute and deliver all notices, instruments and agreements in connection with the perfection of the security interest granted in this Agreement; sell, lease or otherwise dispose of all or any part of the Collateral; and take any other action or sign any other documents required to be taken or signed by Borrower, or reasonably necessary to enforce Agility’s rights or remedies or otherwise carry out the purposes of this Agreement and the other Transaction Documents. The appointment of Agility as Borrower’s attorney in fact, and each of Agility’s rights and powers, being coupled with an interest, are irrevocable until all Obligations owing to Agility have been paid and performed in full.

7. Waivers . The failure of Agility at any time or times to require Borrower to strictly comply with any of the provisions of this Agreement or any other Transaction Document between Borrower and Agility shall not waive or diminish any right of Agility later to demand and receive strict compliance therewith. Any waiver of any default shall not waive or affect any other default, whether prior or subsequent, and whether or not similar. None of the provisions of this Agreement or any other agreement shall be deemed to have been waived except by a specific written waiver signed by an authorized officer of Agility. Borrower waives demand, protest, notice of protest and notice of default or dishonor, notice of payment and nonpayment, release, compromise, settlement, extension or renewal of any commercial paper, instrument, account, general intangible, document or guaranty at any time held by Agility on which Borrower is or may in any way be liable, and notice of any action taken by Agility, unless expressly required by this Agreement.

8. Indemnity . Borrower shall indemnify Agility for any costs or liabilities, including reasonable attorneys’ fees, incurred by Agility in connection with this Agreement or any other Transaction Document.

9. Confidentiality . In handling any confidential non-public information provided to Agility by Borrower, Agility shall exercise the same degree of care that it exercises with respect to its own proprietary information of the same types to maintain the confidentiality of the same, except that disclosure of such information may be made (i) to subsidiaries or affiliates of Agility in connection with their present or prospective business relations with Borrower, (ii) to prospective transferees or purchasers of any interest in the Obligations, provided that they have entered into a comparable confidentiality agreement with respect thereto, (iii) as required by law, regulations, rule or order, subpoena, judicial order or similar order, (iv) as may be required in connection with the examination, audit or similar investigation of Agility, and (v) as Agility may deem appropriate in connection with the exercise of any remedies hereunder. Confidential information shall not include information that either: (a) is in the public domain, or becomes part of the public domain, after disclosure to Agility through no fault of Agility; or (b) is disclosed to Agility by a third party, provided Agility does not have actual knowledge that such third party is prohibited from disclosing such information.

10. Governing Law; Jurisdiction; Venue . The Transaction Documents, all acts and transactions under the Transaction Documents, and all rights and obligations of Agility and Borrower shall be governed by the internal laws (and not the conflict of laws rules) of the State of California. As a material part of the consideration to Agility to enter into this Agreement, Borrower (i) agrees that all actions and proceedings relating directly or indirectly to the Transaction Documents shall, at Agility’s option, be litigated in courts located within California, and, at Agility’s option, the venue therefor shall be Santa Barbara County; (ii) consents to the jurisdiction and venue of any such court and consents to service of process in any such action or proceeding by personal delivery or any other method permitted by law; and (iii) waives any and all rights Borrower may have to object to the jurisdiction of any such court, or to transfer or change the venue of any such action or proceeding.

11. MUTUAL WAIVER OF JURY TRIAL. BORROWER AND AGILITY EACH WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO, THIS AGREEMENT OR ANY OTHER PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN AGILITY AND BORROWER INCLUDING ALL OTHER TRANSACTION DOCUMENTS, OR ANY CONDUCT, ACTS OR OMISSIONS OF AGILITY OR BORROWER OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS AFFILIATED WITH AGILITY OR BORROWER, IN ALL OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE . IF THIS JURY WAIVER IS FOR ANY REASON UNENFORCEABLE, THE PARTIES AGREE TO RESOLVE ALL CLAIMS, CAUSES AND DISPUTES THROUGH JUDICIAL REFERENCE PURSUANT TO CODE OF CIVIL PROCEDURE SECTION 638 ET SEQ BEFORE A MUTUALLY ACCEPTABLE REFEREE SITTING WITHOUT A JURY OR, IF NO AGREEMENT ON THE REFEREE IS REACHED, BEFORE A REFEREE SELECTED BY THE PRESIDING JUDGE OF THE CALIFORNIA SUPERIOR COURT FOR SANTA BARBARA COUNTY. THIS PROVISION SHALL NOT RESTRICT A PARTY FROM EXERCISING NONJUDICIAL REMEDIES UNDER THE CODE.

12. General . This Agreement and the other Transaction Documents are the final, entire and complete agreement between Borrower and Agility and supersede all prior and contemporaneous negotiations and oral representations and agreements, all of which are merged and integrated in this Agreement and the other Transaction Documents. There are no oral understandings, representations or agreements between the parties which are not set forth in the Transaction Documents. The terms and provisions of this Agreement or any other Transaction Document may not be waived or amended, except in a writing executed by Borrower and a duly authorized officer of Agility. Agility may assign all or any part of its interest in this Agreement or any other Transaction Document and the Obligations to any person or entity, or grant a participation in, or security interest in, any interest in this or any other Transaction Document, without notice to or consent of Borrower. Borrower may not assign any rights under or interest in this Agreement or any other Transaction Document without Agility’s prior written consent.

13. Publicity. Upon Borrower’s written consent, Borrower authorizes Agility to use Borrower’s tradenames and logos in Agility’s marketing materials in respect of the transactions evidenced by this Agreement.

14. Lender’s License . This loan is made pursuant to the California Finance Lenders Law, Division 9 (commencing with Section 22000) of the Financial Code. Agility Capital II, LLC, 812 Anacapa Street, Suite A, Santa Barbara, CA 93101, License Number 603 H822 . FOR INFORMATION CONTACT THE DEPARTMENT OF CORPORATIONS, STATE OF CALIFORNIA.

AGILITY CAPITAL II, LLC	Accelerize Inc.


By: /s/ Jeffrey Carmody ____________________	By: /s/ Brian Ross ____________________
Title: Managing Partner ______________________	Title: CEO ____________________________

Address for notices:	Address for notices:

Agility Capital II, LLC 812 Anacapa Street, Suite A Santa Barbara, CA 93101 Attn: Daniel Corry/Jeff Carmody Fax: 805-568-0427	Accelerize Inc. 20411 SW Birch Street., Suite 250 Newport Beach, CA 92660 Attn: _ Damon Stein________________ FAX: _949-390-2150________________

EXHIBIT A

COLLATERAL DESCRIPTION ATTACHMENT
TO LOAN AND SECURITY AGREEMENT

All personal property of Borrower (herein referred to as “Borrower” or “Debtor”) whether presently existing or hereafter created or acquired, and wherever located, including, but not limited to:

(a) all accounts (including health-care-insurance receivables), chattel paper (including tangible and electronic chattel paper), commercial tort claims, deposit accounts, documents (including negotiable documents), equipment (including all accessions and additions thereto), general intangibles (including copyrights, patents, trademarks, goodwill and all intellectual property, payment intangibles and software), goods (including fixtures), instruments (including promissory notes), inventory (including all goods held for sale or lease or to be furnished under a contract of service, and including returns and repossessions), investment property (including securities and securities entitlements), letter of credit rights, money, and all of Debtor’s books and records with respect to any of the foregoing, and the computers and equipment containing said books and records; and

(b) any and all cash proceeds and/or noncash proceeds of any of the foregoing, including, without limitation, insurance proceeds, and all supporting obligations and the security therefor or for any right to payment. All terms above have the meanings given to them in the California Uniform Commercial Code, as amended or supplemented from time to time.

EXHIBIT B

Places of Business and Locations of Collateral (Section 3(b)):

20411 SW Birch Street, Ste. 250, Newport Beach, CA 92660

12121 Wilshire Blvd., Ste. 740, Los Angeles, CA 90025

UK Office Address:

76-78 Charlotte Street

4th Floor

London, UK

W1T 4QS

Permitted Liens (Section 3(c))

Litigation (Section 3(g)):

Accelerize v McCollum and McCollum v. Accelerize (as disclosed in Borrower’s Public Filings)

Subsidiaries and partnerships and joint ventures (Section 3(h)):

Borrower owns all of the capital stock of Cake Marketing UK Ltd.

Accounts (Section 3(i))

US Bank Accounts – Square 1 Bank/Pacific Western Bank

Main Bank Account -

Disbursement Bank Account –

Payroll Bank Account -

Asset Based Lending Bank Account –

UK Bank Account

Cake Marketing UK Ltd

Barclays Bank

Account Number -

Swift ID (International) -

Cake Marketing UK Ltd

Wells Fargo Bank

Account Number

Exhibit 10.37

INTELLECTUAL PROPERTY SECURITY AGREEMENT

This INTELLECTUAL PROPERTY SECURITY AGREEMENT is entered into as of March 11, 2016 by and between ACCELERIZE INC. , a Delaware corporation (“ Grantor ”), formerly known as Accelerize New Media, Inc., and AGILITY CAPITAL II, LLC , a California limited liability company (“ Lender ”).

RECITALS

Lender has agreed to make certain advances of money and to extend certain financial accommodations to Grantor in the amounts and manner set forth in that certain Loan Agreement by and between Lender and Grantor (as amended from time to time, the “ Loan Agreement ”) dated on or about the date hereof. Capitalized terms used herein have the meaning assigned in the Loan Agreement. Lender is willing to make the financial accommodations to Grantor, but only upon the condition, among others, that Grantor shall grant to Lender a security interest in all of Grantor’s right title, and interest in, to and under all of the Collateral whether presently existing or hereafter acquired

NOW, THEREFORE , Grantor agrees as follows:

AGREEMENT

To secure performance of Grantor’s obligations under the Loan Agreement, Grantor grants to Lender a security interest in all of Grantor’s right, title and interest in Grantor’s intellectual property (including without limitation those Copyrights, Patents and Trademarks listed on Exhibits A, B and C hereto), including without limitation all proceeds thereof (such as, by way of example but not by way of limitation, license royalties and proceeds of infringement suits). This security interest is granted in conjunction with the security interest granted to Lender under the Loan Agreement. Each right, power and remedy of Lender provided for herein shall not preclude the simultaneous or later exercise by Lender of any or all other rights, powers or remedies.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original hereof.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF , the parties have caused this Intellectual Property Security Agreement to be duly executed as of the first date written above.

Address of Grantor:	ACCELERIZE INC.


20411 SW Birch Street, Suite 250 Newport Beach, CA 92660	By: /s/ Brian Ross _____________________ Name: Brian Ross _______________________ Title: CEO ____________________________


Address of Lender:	AGILITY CAPITAL II, LLC


812 Anacapa Street, Suite A Santa Barbara, CA 93101	By: /s/ Jeffrey Carmody _________________ Name: Jeffrey Carmody ____________________ Title: Managing Partner ___________________

EXHIBIT A

Copyrights

If None, check this box: ☑

Title		Registration Number		Registration Date

EXHIBIT B

Patents

If None, check this box: ☐

Title	Serial No./ Patent Number	Application Date/ Issue Date

LEAD GENERATION MANAGEMENT SYSTEM	13/020240 *	February 3, 2011

* Indicates dead, abandoned or cancelled patent

EXHIBIT C

Trademarks

If None, check this box: ☐

Description	Serial / Registration Number	Application /Registration Date

CAKE	85566187*	March 10, 2012

	4225522	October 16, 2012

*Indicates dead, abandoned or cancelled trademark

Exhibit 10.38

Subordination Agreement

(Debt and Security Interest)

Borrower:	Accelerize Inc., a Delaware corporation

Creditor:	Agility Capital II, LLC

Date:	March 11, 2016

This Subordination Agreement is executed by the above-named Creditor(s) (collectively, “Creditor”), whose liability hereunder shall be joint and several, in favor of Pacific Western Bank (“Bank”), whose address is 406 Blackwell Street, Suite 240, Durham, North Carolina 27701, with respect to the above-named borrowers (collectively referred to herein as “Borrower”). In order to induce Bank to extend or continue to extend financing to Borrower (but without obligation on Bank’s part to do so), Creditor hereby agrees as follows:

1. Subordination of Security Interest. All security interests now or hereafter acquired by Bank in any or all of the Collateral (as defined below), in which Borrower now has or hereafter acquires any ownership, leasehold or other interest shall at all times be prior and superior to any lien, ownership interest, security interest or other interest or claim now held or hereafter acquired by Creditor in the Collateral (the “Subordinate Interest”). Said priority shall be applicable irrespective of the time or order of attachment or perfection of any security interest or the time or order of filing of any financing statements or other documents, or any statutes, rules or law, or court decisions to the contrary. Upon any disposition of any of the Collateral by Bank, or by Borrower with Bank’s written consent, Creditor hereby authorizes Bank to file UCC terminations with respect to any financing statements in favor of Creditor with respect to Borrower and the Collateral, and Creditor agrees, if requested by Bank, to execute and immediately deliver any and all other releases, terminations and other documents or agreements which Bank deems necessary to accomplish a disposition of the Collateral free of the Subordinate Interest; provided that Creditor shall retain its Subordinate Interest in the proceeds of the Collateral so disposed of. Creditor represents and warrants to Bank that Creditor is the sole holder of all security interests perfected by those certain UCC-1 Financing Statements filed in the office of the Delaware Secretary of State on the following dates, bearing the following file numbers:

	Date	File No.
	___________	__________________________________________

Bank is authorized to file an Amendment to the above Financing Statement(s) and any other present or future Financing Statements or similar filings or recordings to state that the security interest of Creditor is subordinate to the security interest of Bank and to refer to this Agreement in such form as Bank shall determine (but this Agreement shall be fully effective whether or not any such filings are made).

2. Collateral. As used in this Agreement, “Collateral” shall mean all of the following types of property, in which Borrower now has or hereafter acquires any ownership, leasehold or other interest, wherever located: all tangible and intangible property of every kind and description, including (but not limited to) all of the following: all Accounts; all Inventory; all Equipment; all Deposit Accounts; all General Intangibles (including without limitation all Intellectual Property); all Investment Property; all Other Property; and any and all claims, rights and interests in any of the above, and all guaranties and security for any of the above, and all substitutions and replacements for, additions, accessions, attachments, accessories, and improvements to, and proceeds (including proceeds of any insurance policies, proceeds of proceeds and claims against third parties) of, all of the above, and all Borrower’s books relating to any of the above. The terms “Accounts”, “Inventory”, “Equipment”, “Deposit Accounts”, “General Intangibles” and “Investment Property” have the meanings given such terms by the New York Uniform Commercial Code in effect on the date hereof. “Intellectual Property” means all present and future (a) copyrights, copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work thereof, whether published or unpublished, (b) trade secret rights, including all rights to unpatented inventions and know - how, and confidential information; (c) mask work or similar rights available for the protection of semiconductor chips; (d) patents, patent applications and like protections including without limitation improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same; (e) trademarks, servicemarks, trade styles, and trade names, whether or not any of the foregoing are registered, and all applications to register and registrations of the same and like protections, and the entire goodwill of the business of Borrower connected with and symbolized by any such trademarks; (f) computer software and computer software products; (g) designs and design rights; (h) technology; (i) all claims for damages by way of past, present and future infringement of any of the rights included above; (j) all licenses or other rights to use any property or rights of a type described above. “Investment Property” means all present and future investment property, securities, stocks, bonds, debentures, debt securities, partnership interests, limited liability company interests, options, security entitlements, securities accounts, commodity contracts, commodity accounts, and all financial assets held in any securities account or otherwise, wherever located, and all other securities of every kind, whether certificated or uncertificated. “Other Property” means the following, as defined in the New York Uniform Commercial Code in effect on the date hereof, with such additions to such term as may hereafter be made, and all rights relating thereto: all present and future “commercial tort claims”, “documents”, “instruments”, “promissory notes”, “chattel paper”, “letters of credit”, “letter-of-credit rights”, “fixtures”, “farm products” and “money”; and all other goods and personal property of every kind, tangible and intangible, whether or not governed by the New York Uniform Commercial Code.

Pacific Western Bank

Subordination Agreement (Debt and Security Interest)

3. Disposition of Collateral; Refinancing. Creditor agrees that, until Bank has received payment in full of all indebtedness, liabilities, guarantees and other obligations of Borrower to Bank, now existing or hereafter arising (including without limitation interest, fees and other charges and reimbursement of costs and reasonable attorneys fees accruing after commencement of any Insolvency Proceeding with respect to Borrower) (collectively, the “Senior Debt”), Bank may dispose of, and exercise any other rights with respect to, any or all of the Collateral, free of the Subordinate Interest, provided that Creditor retains any rights it may have as a junior secured creditor with respect to the surplus, if any, arising from any such disposition or enforcement. In addition, if Borrower is in default under any loan or credit agreement with Bank, and Borrower intends to sell any Collateral to an unrelated third party outside the ordinary course of business, Creditor shall, upon Bank’s request, and without further consideration, execute and deliver to such purchaser such instruments as may reasonably be necessary to terminate and release any security interest or lien the Subordinated Creditor has in the Collateral to be sold. Creditor agrees that any funds of Borrower which it obtains through the exercise of any right of setoff or other similar right constitute Collateral, and Creditor shall immediately pay such funds to Bank to be applied to the outstanding Senior Debt. If Borrower wishes to refinance any of the Senior Debt with a new lender, upon Bank’s request of Creditor, Creditor will enter into a new subordination agreement with the new lender on substantially the terms of this Agreement.

4. Subordination of Debt. As used herein the following terms have the following meanings:

“Blockage Notice” means a written notice from Bank to Creditor stating that a default or event of default, or an event which, with notice or passage of time or both, would constitute a default or event of default, has occurred under any documents, instruments or agreements evidencing or relating to the Senior Debt, or would occur as a result of a Permitted Payment proposed to be made by Borrower.

“Blockage Period” means a period of time commencing on the date a Blockage Notice is given, and ending on the earlier of:

(i)

the date the default or event of default identified in the Blockage Notice has been cured by Borrower, or (if the default or event of default is a failure to pay money), cured by Creditor, or waived in writing by Bank, or the date Bank gives written notice to Creditor that Bank elects to terminate the current Blockage Period; or

(ii)

120 days following the date the Blockage Notice is given;

“Junior Loan Agreement” means that certain Loan Agreement, dated on or about the date hereof, by and between Creditor and Borrower.

“Permitted Payments” means the following:

(i)

regularly scheduled payments of interest under the Junior Loan Agreement; and

(ii)

loan management fees owed by Borrower to Creditor under the Junior Loan Agreement, not to exceed $650 in any month.

Pacific Western Bank

Subordination Agreement (Debt and Security Interest)

“Subordinated Debt” means all indebtedness, liabilities, guarantees and other obligations of Borrower to Creditor, now existing or hereafter arising, including without limitation all of Borrower’s obligations to Creditor under the Junior Loan Agreement.

(a) Creditor represents and warrants that the amount of Subordinated Debt outstanding on the date hereof is the amount set forth below Creditor’s signature hereon, and that Creditor has not executed any other subordination agreements with respect to the Subordinated Debt or the Collateral or Borrower.

(b) Creditor hereby subordinates payment by Borrower of any and all Subordinated Debt to the payment to Bank, in full in cash, of all Senior Debt, and Creditor agrees not to ask for, demand, sue for, take or receive all or any part of the Subordinated Debt, unless and until all of the Senior Debt has been paid and performed in full, in cash, and all loan agreements and other agreements providing for Bank to provide loans or other financial accommodations to Borrower have terminated; provided that, so long as no Blockage Period is in effect, Creditor may accept Permitted Payments.

(c) If Creditor directly or indirectly receives any payment or distribution, or any Collateral or proceeds thereof (including, without limitation, any funds obtained through the exercise of any right of setoff or similar right), not permitted by the provisions of this Agreement, Creditor will deliver the same to Bank in the form received (except for the endorsement or assignment of Creditor where necessary), for application to the Senior Debt in such order and manner as Bank may elect. Until so delivered, Creditor shall hold the same, in trust, for Bank as property of Bank, and shall not commingle such property of Bank with any other property held by Creditor. Creditor shall endorse all notes (if any) and other written evidence of the Subordinated Debt with a statement that they are subordinated to the Senior Debt pursuant to the terms of this Agreement, in such form as Bank shall reasonably require, and Creditor will exhibit the originals of such notes (if any) and other written evidence of the Subordinated Debt to Bank so that Bank can confirm that such endorsement has been made, but this Subordination Agreement shall be fully effective, even if no such endorsement is made. Until Bank has received payment in full of all Senior Debt and all of the Senior Loan Documents have terminated, Creditor agrees not to modify any of the material terms of the Subordinated Debt (including without limitation payment terms, interest rate, maturity date, fees, and financial covenants), without Bank’s prior written consent.

(d) Notwithstanding any other provision of this Agreement, the subordination of the Subordinated Debt to the Senior Debt under this Agreement shall only be effective with respect to Senior Debt in a principal amount not to exceed $6,000,000.

5. Modifications; Waivers. Until Bank has received payment in full of all Senior Debt and all loan agreements and other agreements providing for Bank to provide loans or other financial accommodations to Borrower have terminated, Creditor agrees that, in addition to any other rights that Bank may have at law or in equity, Bank may at any time, and from time to time, without Creditor’s consent and without notice to Creditor, renew, extend or increase any of the Senior Debt or that of any other person at any time directly or indirectly liable for the payment of any Senior Debt, accept partial payments of the Senior Debt, settle, release (by operation of law or otherwise), compound, compromise, collect or liquidate any of the Senior Debt, make loans or advances to Borrower secured in whole or in part by the Collateral or refrain from making any loans or advances to Borrower, increase or decrease the amount of the Senior Debt, change, waive, alter or vary the interest charge on, or any other terms or provisions of the Senior Debt or any present or future instrument, document or agreement between Bank and Borrower or any other person relating to Borrower, release, exchange, fail to perfect, delay the perfection of, fail to resort to, or realize upon any Collateral, and take any other action or omit to take any other action with respect to the Senior Debt or the Collateral as Bank deem necessary or advisable in Bank’s sole discretion. Creditor waives any right to require Bank to marshal any assets in favor of Creditor or against or in payment of any or all of the Senior Debt. Creditor further waives any defense arising by reason of any claim or defense based upon an election of remedies by Bank which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Creditor's subrogation rights, rights to proceed against Borrower for reimbursement, and/or any other rights of Creditor .

6. Insolvency Proceedings.

(a) This Agreement shall remain in full force and effect and shall be enforceable pursuant to its terms in any voluntary or involuntary bankruptcy, insolvency, receivership or other statutory or common law proceeding or arrangement involving Borrower or the readjustment of its liabilities or any assignment for the benefit of its creditors or any marshalling of its assets or liabilities (collectively, an “Insolvency Proceeding”). In the event of any Insolvency Proceeding, Creditor agrees that the term "Senior Debt" shall include without limitation all indebtedness, liabilities and obligations incurred in any such proceeding, and the term “Collateral” shall include without limitation all types of property referred to in this Agreement as Collateral and other assets of Borrower acquired after the commencement of any such proceeding, and the Subordinate Interest shall continue to remain subordinate to Bank's continuing security interest in all Collateral. Creditor agrees to take such actions and execute such documents in any Insolvency Proceeding, as may be required in order to continue such subordination, and Creditor agrees not to oppose or interfere with any financing of Borrower by Bank in any such proceeding.

Pacific Western Bank

Subordination Agreement (Debt and Security Interest)

(b) Creditor agrees that in any Insolvency Proceeding, Bank shall be entitled to receive payment in full in cash of all of the Senior Debt prior to the payment of all or any part of the Subordinated Debt, and in order to enable Bank to enforce its rights hereunder in any such action or proceeding, Bank is hereby irrevocably authorized and empowered in its discretion (but without any obligation on its part) to make and present for and on behalf of Creditor such proofs of claim in any Insolvency Proceeding on account of the Subordinated Debt as Bank may deem expedient or proper and to vote such proofs of claim in any such proceeding and to receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued and to apply same on account of the Senior Debt. Creditor further agrees to execute and deliver to Bank such assignments or other instruments as may be required by Bank in order to enable Bank to enforce any and all such claims and to collect any and all dividends or other payments or disbursements which may be made at any time on account of all and any of the Subordinated Debt.

(c) Until the Senior Debt has been paid and performed in full and all loan agreements and other agreements providing for Bank to provide loans or other financial accommodations to Borrower have terminated, Creditor will not assert, without the written consent of Bank, any claim, motion or objection in respect of the Collateral in connection with any Insolvency Proceeding (other than a claim or assertion that Bank has acted in bad faith or in violation of law) which could otherwise be asserted or raised in connection with such Insolvency Proceeding by Creditor, including without limitation any claim, motion or objection seeking or opposing adequate protection or relief from the automatic stay in respect of the Collateral.

(d) Without limiting the generality of the foregoing, Creditor agrees that, if an Insolvency Proceeding occurs: (i) Bank may consent to the use of cash collateral on such terms and conditions and in such amounts as it shall in good faith determine without seeking or obtaining the consent of Creditor as holder of an interest in the Collateral; (ii) Bank may provide postpetition financing for Borrower pursuant to Section 364 of the Bankruptcy Code or other applicable law and on such terms and conditions and in such amounts as it shall in good faith determine without seeking or obtaining the consent of Creditor as holder of an interest in the Collateral, and Creditor shall not oppose any such financing; (iii) if use of cash collateral by Borrower is consented to by Bank, Creditor shall not oppose such use of cash collateral, on the basis that Creditor’s interest in the Collateral is impaired by such use or inadequately protected by such use or on any other ground; and (iv) Creditor shall not object to, or oppose any sale or other disposition of any assets comprising all or part of the Collateral, free and clear of security interests and liens of any party, including the interest of the Creditor, under Section 363 of the Bankruptcy Code, on the basis that the interest of Creditor in the Collateral is impaired by such sale or inadequately protected as a result of such sale, or on any other ground, if Bank has consented to, or supports such sale or disposition of such assets.

(e) Creditor agrees that it will not initiate or prosecute any claim, action or other proceeding (i) challenging the validity or enforceability of any present or future documents, instruments or agreements between Bank and Borrower or relating to the Senior Debt, (ii) challenging the validity, enforceability or unavoidability of any claim of Bank with respect to the Collateral, (iii) challenging the perfection, enforceability or unavoidability of any liens or security interests of Bank in the Collateral or (iv) asserting any such claims which Borrower may hold with respect to Bank or the Senior Debt.

(f) Notwithstanding any other provision of this Section 6, Creditor shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to, or otherwise seeking the disallowance of, the claims of Creditor, including without limitation any claims secured by the Collateral, or challenging the perfection, enforceability or unavoidability of the security interest of Creditor.

7 . Default; Standstill Period. As used herein the following terms have the following meanings:

“Enforcement Action” means any action to accelerate the maturity of the Subordinated Debt, commence or join in any action or proceeding to recover any amounts due on the Subordinated Debt, commence or join in, or encourage others to file, any involuntary bankruptcy petition or similar judicial proceeding against Borrower, or commence any litigation against Borrower for enforcement of Creditor’s rights or remedies, or collect, take possession of, foreclose upon, or exercise any other rights or remedies with respect to, the Collateral, judicially or non-judicially, or attempt to do any of the foregoing.

“Standstill Period” means a period commencing on the date of any default or event of default under any documents, instruments or agreements evidencing or relating to the Subordinated Debt, and ending 120 days after written notice has been given by Creditor to Bank that such default or event of default has occurred and as a result thereof Creditor has accelerated the Subordinated Debt; provided that, notwithstanding any of the foregoing provisions, the Standstill Period shall be extended during any period that Bank is diligently pursuing Enforcement Action with respect to the Senior Debt.

Pacific Western Bank

Subordination Agreement (Debt and Security Interest)

Creditor shall promptly give Bank written notice of any default or event of default under any document, instrument or agreement evidencing, securing or relating to any of the Subordinated Debt, and, unless and until all of the Senior Debt has been paid and performed in full, in cash and all loan agreements and other agreements providing for Bank to provide loans or other financial accommodations to Borrower have terminated, Creditor agrees not to take any Enforcement Action during any Standstill Period, except that Creditor may accelerate the Subordinated Debt if Bank has accelerated the Senior Debt or if an Insolvency Proceeding is pending (but if Bank rescinds such acceleration by Bank, then Creditor shall also rescind such acceleration by Creditor).

8. No Commitment. It is understood and agreed that this Agreement shall in no way be construed as a commitment or agreement by Bank to continue financing arrangements with Borrower, and that Bank may terminate such arrangements at any time, in accordance with Bank’s agreements with Borrower.

9. No Contest. Creditor agrees not to contest the validity, perfection, priority or enforceability of Bank’s security interest in the Collateral or the Senior Debt.

10. Financial Condition of Borrower. Creditor is presently informed of the financial condition of Borrower and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of non-payment of the Senior Debt and the Subordinated Debt. Creditor covenants that it will continue to keep itself informed as to Borrower's financial condition and all other circumstances which bear upon the risk of non-payment of the Senior Debt and the Subordinated Debt. Creditor waives any right to require Bank to disclose to it any information which Bank may now or hereafter acquire concerning Borrower.

11. Revivor. If, after payment of the Senior Debt, Borrower thereafter becomes liable to Bank on account of the Senior Debt, or any payment made on the Senior Debt shall for any reason be returned by Bank (whether because of any claim of a preference or any other claim or circumstance), this Agreement shall thereupon in all respects become effective with respect to such subsequent or reinstated Senior Debt, without the necessity of any further act or agreement between Bank and Creditor.

12. Notices. All notices to be given under this Agreement shall be in writing and shall be given either personally or by reputable private delivery service or by regular first-class mail, or certified mail return receipt requested, or by fax (and if by fax, sent concurrently by one of the other methods provided herein), addressed to the parties at the addresses shown in the heading or after the signatures (as applicable) to this Agreement, or at any other address designated in writing by one party to the other party. All notices shall be deemed to have been given upon delivery in the case of notices personally delivered, or at the expiration of one business day following delivery to the private delivery service, or two business days following the deposit thereof in the United States mail, with postage prepaid or on the first business day of receipt during business hours in the case of notices sent by fax.

13. General. Creditor agrees, upon Bank's request, to execute all such documents and instruments and take all such actions as Bank shall deem reasonably necessary or advisable in order to carry out the purposes of this Agreement, including, without limitation appropriate amendments to financing statements executed by Borrower in favor of Creditor in order to refer to this Agreement (but this Agreement shall remain fully effective notwithstanding any failure to execute any additional documents or instruments). The word "indebtedness" is used in this agreement in its most comprehensive sense and includes without limitation any and all present and future loans, advances, credit, debts, obligations, liabilities, representations, warranties, and guarantees, of any kind and nature, absolute or contingent, liquidated or unliquidated, and individual or joint. Creditor represents and warrants that it has not heretofore transferred or assigned the Subordinated Debt, the Subordinate Interest or any financing statement naming Borrower as debtor and Creditor as secured party, and that it will not do so without prior written notice to Bank and without making such transfer or assignment expressly subject to this Agreement. This Agreement is solely for the benefit of Bank and Bank's successors and assigns, and neither Borrower nor any other person shall have any right, benefit, priority or interest under, or because of the existence of, this Agreement. All of Bank's rights and remedies hereunder and under applicable law are cumulative and not exclusive. This Agreement sets forth in full the terms of agreement between the parties with respect to the subject matter hereof, and may not be modified or amended, nor may any rights hereunder be waived, except in a writing signed by Bank and Creditor. This Agreement may be executed in multiple counterparts, by different parties signing separate counterparts (which may be by pdf or other electronic means), and all of the same taken together shall constitute one and the same agreement. Creditor agrees to reimburse Bank, upon demand, for all costs and expenses (including reasonable attorneys’ fees) incurred by Bank in enforcing this Agreement against Creditor, whether or not suit be brought. In the event of any litigation between the parties based upon or arising out of this Agreement, the prevailing party shall be entitled to recover all of its costs and expenses (including without limitation attorneys fees) from the non-prevailing party. This Agreement shall be binding upon Creditor and its successors and assigns and shall inure to the benefit of Bank and Bank's successors and assigns.

Pacific Western Bank

Subordination Agreement (Debt and Security Interest)

14. Governing Law; Jurisdiction; Venue; Arbitration. This Agreement and all acts, transactions, disputes and controversies arising hereunder or relating hereto, and all rights and obligations of the parties shall be governed by, and construed in accordance with, the internal laws (and not the conflict of laws rules) of the State of New York. All disputes, controversies, claims, actions and other proceedings involving, directly or indirectly, any matter in any way arising out of, related to, or connected with, this Agreement or the relationship between Creditor and Bank, and any and all other claims of Creditor against Bank of any kind, shall be brought only in the appropriate state court of New York located in New York City, or the United States District Court for the Southern District of New York, and each consents to the jurisdiction of any such court, and waives any and all rights the party may have to object to the jurisdiction of any such court, or to transfer or change the venue of any such action or proceeding, including, without limitation, any objection to venue or request for change in venue based on the doctrine of forum non conveniens ; provided that, notwithstanding the foregoing, nothing herein shall limit the right of Bank to bring proceedings against Creditor in the courts of any other jurisdiction. Creditor consents to service of process in any action or proceeding brought against it by Bank, by personal delivery, or by mail addressed as set forth in this Agreement or by any other method permitted by law. If the jury waiver set forth in Section 8.20 below, entitled “Mutual Waiver of Jury Trial,” is not enforceable, then any dispute, controversy, claim, action or similar proceeding arising out of or relating to this Agreement, the Loan Documents or any of the transactions contemplated therein shall be settled by final and binding arbitration held in New York in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association by one arbitrator appointed in accordance with those rules. The arbitrator shall apply New York law to the resolution of any dispute, without reference to rules of conflicts of law or rules of statutory arbitration. Judgment upon any award resulting from arbitration may be entered into and enforced by any state or federal court having jurisdiction thereof. Notwithstanding the foregoing, the parties may apply to any court of competent jurisdiction for preliminary or interim equitable relief, or to compel arbitration in accordance with this Section. The costs and expenses of the arbitration, including without limitation, the arbitrator’s fees and expert witness fees, and reasonable attorneys’ fees, incurred by the parties to the arbitration may be awarded to the prevailing party, in the discretion of the arbitrator, or may be apportioned between the parties in any manner deemed appropriate by the arbitrator. Unless and until the arbitrator decides that one party is to pay for all (or a share) of such costs and expenses, both parties shall share equally in the payment of the arbitrator’s fees as and when billed by the arbitrator.

1 5 . Mutual Waiver of Jury Trial. BANK AND CREDITOR EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY RELATED INSTRUMENT OR DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY BANK OR CREDITOR , EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS AGREEMENT, AND ALL OTHER TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE UNAFFECTED BY THE SAME AND CONTINUE IN FULL FORCE AND EFFECT.

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Pacific Western Bank

Subordination Agreement (Debt and Security Interest)

Creditor :

Agility Capital II, LLC

By /s/ Jeffrey Carmody

MANAGING PARTNER

Amount of Subordinated Debt: $ 625,000.00

Address: 812 ANACAPA STREET, SUITE A

SANTA BARBARA, CA 93101

Accepted:

Bank:

Pacific Western Bank

By /s/ Andrew Yarbrough

Title AVP

CONSENT AND AGREEMENT OF BORROWER

The undersigned Borrower hereby approves of, agrees to and consents to all of the terms and provisions of the foregoing Subordination Agreement and agrees to be bound thereby, and further agrees that any default or event of default by Borrower under any present or future instrument or agreement between Borrower and Creditor shall constitute an immediate default and event of default under all present and future instruments and agreements between Borrower and Bank. Borrower further agrees that, at any time and from time to time, the foregoing Agreement may be altered, modified or amended by Bank and Creditor without notice to or the consent of Borrower.

Borrower:

Accelerize Inc .

By /s/ Brian Ross

Title CEO

[Signature Page – Subordination Agreement (Debt and Security Interest]

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statements of Accelerize Inc. on Form S-3 (File No. 333-195494 and No. 333-206868) of our report dated March 17, 2016 with respect to our audit of the consolidated financial statements of Accelerize Inc. as of December 31, 2015 and 2014, and for the years then ended, which report is included in this Annual Report on Form 10-K of Accelerize Inc. for the year ended December 31, 2015.

/s/ RBSM LLP

March 17, 2016

New York, New York

Exhibit 31.1

CERTIFICATION

Pursuant to Rule 13a-14(a) and 15d-14(a)

Under the Securities Exchange Act of 1934, as Amended

I, Brian Ross, certify that:

1. I have reviewed this annual report on Form 10-K for the year ended December 31, 2015, of Accelerize Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 17, 2016

/s/ Brian Ross

Brian Ross

President and Chief Executive Officer

(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION

Pursuant to Rule 13a-14(a) and 15d-14(a)

Under the Securities Exchange Act of 1934, as Amended

I, Michael Lin, certify that:

1. I have reviewed this annual report on Form 10-K for the year ended December 31, 2015, of Accelerize Inc.;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 17, 2016

/s/ Michael Lin

Michael Lin

Former Chief Financial Officer

(Principal Financial Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

In connection with the annual report (the “Report”) of Accelerize Inc. (the “Company”) on Form 10-K for the fiscal year ended December 31, 2015, as filed with the Securities and Exchange Commission on the date hereof, I, Brian Ross, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 17, 2016

By: /s/ Brian Ross

Brian Ross

President and Chief Executive Officer

(Principal Executive Officer)

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

In connection with the annual report (the “Report”) of Accelerize Inc. (the “Company”) on Form 10-K for the fiscal year ended December 31, 2015, as filed with the Securities and Exchange Commission on the date hereof, I, Michael Lin, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 17, 2016

By: /s/ Michael Lin

Michael Lin

Former Chief Financial Officer

(Principal Financial Officer)