Accelerize Inc. (Form: 10-Q, Received: 11/14/2017 16:17:27)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X]	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 201 7

[ ]	TRANSITION REPORT UNDER 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 or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

20411 SW BIRCH STREET, SUITE 250

NEWPORT BEACH,

CALIFORNIA 92660

(Address of principal executive offices)

(949) 548 2253

(Registrant’s Telephone Number, including Area Code)

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 has 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 (§232.405 of this chapter) 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 whether the registrant is large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company [X]
(Do not check if smaller reporting company)
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

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 number of shares outstanding of the registrant’s Common Stock, $0.001 par value per share, as of November 14, 2017, was 65,523,042.

When used in this quarterly report, the terms “Accelerize,” “the Company,” “we,” “our,” and “us” refer to Accelerize Inc., a Delaware corporation.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This quarterly report on Form 10-Q contains certain forward-looking statements. Forward-looking statements may include our statements regarding our goals, beliefs, strategies, objectives, plans, including product and service developments, future financial conditions, results or projections or current expectations. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or "continue," the negative of such terms, or other comparable terminology. For example, when we discuss our expectations that we expect to address any potential liquidity issues during the remainder of 2017, that our revenues will increase in 2017, and our plans for spending on training, support personnel, hosting and infrastructure, we are using forward-looking statements. These statements are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause actual results to be materially different from those contemplated by the forward-looking statements. These factors include, but are not limited to, our ability to implement our strategic initiatives, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. The business and operations of Accelerize Inc. are subject to substantial risks, which increase the uncertainty inherent in the forward-looking statements contained in this report. Except as required by law, we undertake no obligation to release publicly the result of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Further information on potential factors that could affect our business is described under “Item 1A. Risk Factors” in our annual report on Form 10-K as filed with the Securities and Exchange Commission, or the SEC, on March 22, 2017. Readers are also urged to carefully review and consider the various disclosures we have made in this report and in our annual report on Form 10-K.

ACCELERIZE INC.

INDEX

		Page

PART I - FINANCIAL INFORMATION:		4

Item 1.	Financial Statements (Unaudited)	4

Item 2.	Management ’s Discussion and Analysis of Financial Position and Results of Operations	19

Item 4.	Controls and Procedures	26

PART II - OTHER INFORMATION:		28

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28

Item 5.	Other Information	28

Item 6.	Exhibits	28

SIGNATURES		29

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

ACCELERIZE INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2017			December 31, 2016
	(Unaudited)
ASSETS

Current Assets:
Cash	$	634,772		$	1,680,127
Restricted cash		50,000			50,000
Accounts receivable, net of allowance for bad debt of $ 300,949 and $349,535, respectively		2,474,511			2,229,610
Prepaid expenses and other assets		527,264			398,187
Total current assets		3,686,547			4,357,924

Property and equipment, net of accumulated depreciation and amortization of $ 3,201,153 and $2,585,072, respectively		3,712,401			2,933,126
Other assets		122,592			102,574
Total assets	$	7,521,540		$	7,393,624

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
Accounts payable and accrued expenses	$	2,344,121		$	2,639,008
Deferred revenues		71,663			53,450
Credit facility, short term		2,736,684			2,038,946
Other s hort-term loan, net of unamortized deferred financing cost of $9,791 and $43,133, respectively		839,403			506,867
Total current liabilities		5,991,871			5,238,271
Credit facility, net of unamortized deferred financing cost of $ 291,630 and $429,769, respectively		4,498,346			4,588,227
Other long-term loan, net of unamortized deferred financing cost of $ 95,953 and $0, respectively		379,853			-
Other liabilities		1,168,750			1,487,500
Total liabilities		12,038,820			11,313,998

Stockholders' Deficit:
Series A Preferred stock; $0.001 par value; 54,000 shares authorized; None issued and outstanding.		-			-
Series B Preferred stock; $0.001 par value; 1,946,000 shares authorized; None issued and outstanding.		-			-
Common stock; $0.001 par value; 100,000,000 shares authorized; 65,523,042 and 63,415,254 shares issued and outstanding, respectively		65,522			63,414
Additional paid-in capital		25,948,303			25,211,737
Accumulated deficit		(30,485,874	)		(29,118,196	)
Accumulated other comprehensive loss		(45,231	)		(77,329	)

Total stockholders ’ deficit		(4,517,280	)		(3,920,374	)

Total liabilities and stockholders ’ deficit	$	7,521,540		$	7,393,624

See Notes to Unaudited Condensed Consolidated Financial Statements.

ACCELERIZE INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three-month periods ended September 30,						Nine-month periods ended September 30,
	201 7			201 6			201 7			201 6

Revenues:	$	6,065,674		$	6,015,800		$	18,016,552		$	17,883,105
Cost of revenue		2,749,975			2,073,018			6,660,684			6,035,828
Gross profit		3,315,699			3,942,782			11,355,868			11,847,277

Operating expenses:
Research and development		1,031,878			952,704			3,208,434			2,957,140
Sales and marketing		1,119,302			924,415			3,419,095			2,791,715
General and administrative		1,554,982			1,956,991			5,232,896			6,492,958
Total operating expenses		3,706,162			3,834,110			11,860,425			12,241,813

Operating income (loss)		(390,463	)		108,672			(504,557	)		(394,536	)

Other income (expense):
Other income (loss)		2			(153	)		744			20,781
Other expense		(305,284	)		(242,516	)		(863,865	)		(676,748	)
Total other (expense)		(305,282	)		(242,669	)		(863,121	)		(655,967	)

Net loss	$	(695,745	)	$	(133,997	)	$	(1,367,678	)	$	(1,050,503	)

Net loss per share:
Basic	$	(0.01	)	$	(0.00	)	$	(0.02	)	$	(0.02	)
Diluted	$	(0.01	)	$	(0.00	)	$	(0.02	)	$	(0.02	)


Basic weighted average common shares outstanding		65,520,434			65,121,621			65,356,201			65,086,886
Diluted weighted average common shares outstanding		65,520,434			65,121,621			65,356,201			65,086,886

See Notes to Unaudited Condensed Consolidated Financial Statements.

ACCELERIZE INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

	Three-month periods ended September 30,						Nine-month periods ended September 30,
	201 7			201 6			201 7			201 6

Net loss	$	(695,745	)	$	(133,997	)	$	(1,367,678	)	$	(1,050,503	)

Foreign currency translation loss		12,841			(10,106	)		32,098			(39,603	)
Total other comprehensive loss		12,841			(10,106	)		32,098			(39,603	)

Comprehensive loss	$	(682,904	)	$	(144,103	)	$	(1,335,580	)	$	(1,090,106	)

See Notes to Unaudited Condensed Consolidated Financial Statements.

ACCELERIZE INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Nine-month periods ended September 30,
	201 7			201 6
Cash flows from operating activities:
Net loss	$	(1,367,678	)	$	(1,050,503	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		612,639			522,202
Impairment of fixed assets		-			275,029
Amortization of debt discount and deferred financing cost		180,204			125,183
Provision for bad debt		(48,586	)		(28,949	)
Fair value of options and warrants		633,997			1,037,400
Non-cash expenses paid on company's behalf		-			204,920
Gain on sale of fixed assets		902			(245	)
Changes in operating assets and liabilities:
Accounts receivable		(196,315	)		(411,782	)
Prepaid expenses and other assets		(129,077	)		(267,823	)
Restricted cash		-			(200,000	)
Accounts payable and accrued expenses		(641,049	)		(449,131	)
Deferred revenues		18,213			59,842
Other assets		(20,016	)		15,406
Net cash used in operating activities		(956,766	)		(168,451	)

Cash flows from investing activities:
Capitalized software for internal use		(1,347,075	)		(1,606,887	)
Capital expenditures		(44,125	)		(20,206	)
Proceeds from sale of assets		795			6,267
Net cash used in investing activities		(1,390,405	)		(1,620,826	)

Cash flows from financing activities:
Principal repayments of line of credit		(1,653,282	)		(137,777	)
Proceeds from line of credit		1,923,000			1,803,105
Proceeds from promissory notes		1,000,000			-
Payment of financing costs		-			(129,678	)
Net cash provided by financing activities		1,269,718			1,535,650

Effect of exchange rate changes on cash		32,098			(39,603	)

Net decrease in cash		(1,045,355	)		(293,230	)

Cash, beginning of period		1,680,127			908,095

Cash, end of period	$	634,772		$	614,865

Supplemental disclosures of cash flow information:
Cash paid for interest	$	613,240		$	639,744
Cash paid for income taxes	$	-		$	-

Non-cash investing and financing activities:
Fair value of warrants issued in connection with line of credit and promissory notes	$	104,676		$	391,618
Repayment of Agility Loan, included in accounts payable	$	25,000		$	25,000
Repayment of Line of Credit	$	-		$	4,572,223
Shares issued for cashless exercise of options and warrants	$	1,868		$	-

See Notes to Unaudited Condensed Consolidated Financial Statements.

ACCELERIZE INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: ORGANIZATION AND DESCRIPTION OF BUSINESS

Accelerize Inc., 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 expanding their online advertising spend.

During the nine-month period ended September 30, 2017, the Company sustained losses and a working capital deficit. The company is in discussions with various capital sources and expects to address any potential liquidity issues during the remainder of 2017. There can be no assurance that such a plan will be successful.

These unaudited condensed consolidated financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations, and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States of America, or GAAP. These unaudited condensed consolidated financial statements and notes included herein should be read in conjunction with the Company ’s consolidated financial statements and notes thereto for the years ended December 31, 2016 and 2015, respectively, which are included in the Company’s December 31, 2016 Annual Report on Form 10-K filed with the United States Securities and Exchange Commission on March 22, 2017. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited consolidated financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation of these may be determined in that context. The results of operations for the three and nine-month periods ended September 30, 2017 are not necessarily indicative of the results for the year ending December 31, 2017.

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the results of operations of Cake Marketing UK Ltd., or 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 unaudited condensed 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.

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. The Company has restricted cash as a result of its corporate card program through its bank. The bank requires a collateral which is placed in a money market account and can be increased or decreased at any time at the discretion of the Company. The Company ’s restricted cash amounted to $50,000 at September 30, 2017 and December 31, 2016.

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 deducted from the allowance.

September 30,

201 7

December 31,

201 6

Allowance for doubtful accounts

300,949

349,535

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 the nine-month period ended September 30, 2017, 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 institution in which it holds deposits.

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 September 30, 2017 or December 31, 2016. 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 th e short-term maturity of these items.

Advertising

The Company expenses advertising costs as incurred.

	Three months ended				Nine months ended
	September 30,				September 30,
	201 7		201 6		201 7		201 6

Advertising expense	$	84,302	$	23,992	$	254,446	$	100,669

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.

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 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 unaudited condensed 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 $1, 347,075 during the nine months ended September 30, 2017. 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 $3,622,047 and $2,784,011 at September 30, 2017 and December 31, 2016, respectively. The Company’s amortization expenses associated with capitalized software development costs amounted to $193,935 and $509,039 during the three and nine-month periods ended September 30, 2017, respectively, and $195,387 and $570,966 during the three and nine-month periods ended September 30, 2016, respectively. 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 the nine-month periods ended September 30, 201 7 and 2016. 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

In January 2017, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2017-04, Intangibles-Goodwill and Other (Topic 350), which simplifies the goodwill impairment test. The effective date for ASU 2017-04 is for fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of adopting ASU 2017-04 on its unaudited condensed consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This new standard clarifies the definition of a business and provides a screen to determine when an integrated set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This new standard will be effective for the Company on January 1, 2018; however, early adoption is permitted with prospective application to any business development transaction. The Company is currently evaluating the impact of adopting ASU 2017-04 on its unaudited condensed consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. ASU 2014-09 provides for a single, principles-based model for revenue recognition that replaces the existing revenue recognition guidance. Subsequently, the FASB has issued standards related to ASU 2014-09 (Topic 606). In July 2015, the FASB deferred the effective date by one year for annual reporting periods beginning after December 15, 2017 (including interim reporting periods within those periods). Early adoption as of the original effective date of December 15, 2016 (including interim reporting periods within those periods) is permitted. The guidance permits two implementation approaches, one requiring retrospective application of the new standard with restatement of prior years, and one requiring prospective application of the new standard with disclosure of results under old standards. The Company is currently evaluating the impact of adopting ASU 2014-09 (Topic 606) on its unaudited condensed consolidated financial statements.

The Company applied ASU 2015-03: Interest – Imputation of Interest, which simplifies the presentation of debt issuance costs, and netted debt issue costs previously reported as assets with the related liability for presentation purposes. Other accounting pronouncements have been issued but deemed by management to be outside the scope of relevance to the Company.

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).

	Three months ended September 30						Nine months ended September 30
	201 7			201 6			201 7			201 6
Numerator:
Net loss	$	(695,745	)	$	(133,997	)	$	(1,367,678	)	$	(1,050,503	)

Denominator:
Denominator for basic earnings per share--weighted average shares		65,520,434			65,121,621			65,356,201			65,086,886
Effect of dilutive securities- when applicable:
Stock options		-			-			-			-
Warrants		-			-			-			-
Denominator for diluted earnings per share--adjusted weighted-average shares and assumed conversions		65,520,434			65,121,621			65,356,201			65,086,886

Loss per share:
Basic	$	(0.01	)	$	(0.00	)	$	(0.02	)	$	(0.02	)
Diluted	$	(0.01	)	$	(0.00	)	$	(0.02	)	$	(0.02	)

Weighted-average anti-dilutive common share equivalents		17,091,949			18,087,545			16,579,396			18,501,508

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:

	September 30, 201 7			December 31, 201 6
Internal use software costs	$	6,071,042		$	4,723,968
Computer equipment and software		430,225			387,472
Office furniture and equipment		120,131			119,768
Leasehold improvements		292,156			286,990
		6,913,554			5,518,198
Accumulated depreciation		(3,201,153	)		(2,585,072	)
	$	3,712,401		$	2,933,126

	Three months ended				Nine months ended
	September 30,				September 30,
	201 7		201 6		201 7		201 6

Depreciation expense	$	34,071	$	52,203	$	103,601	$	226,265
Amortization expense on internal software	$	193,935	$	195,387	$	509,039	$	570,966

During the three and nine-month periods ended September 30, 2017, the Company disposed of approximately $0 and $7,500 in computer equipment with a net book value of approximately $0 and $1,700 for proceeds of approximately $0 and $800, respectively.

During the three and nine-month periods ended September 30, 2016, the Company sold approximately $3,000 and $15,000 in computer equipment with a net book value of approximately $1,000 and $6,000 for proceeds of approximately $1,000 and $6,000, respectively.

During the three and nine-month periods ended September 30, 2016, the Company wrote off approximately $0 and $280,000 in fixed assets with a net book value of approximately $0 and $31,000, respectively, which was recorded under the depreciation expense account.

NOTE 3: PREPAID EXPENSES

At September 30, 201 7 and December 31, 2016, the Company’s prepaid expenses consisted primarily of prepaid insurance and tradeshow costs.

NOTE 4: 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.

September 30,

201 7

December 31,

201 6

Deferred revenues

71,663

53,450

NOTE 5: LINE OF CREDIT AND LOANS

Line of Credit

On September 30, 2014, the Company entered into an amendment of its line of credit, or the Line of Credit, with Pacific Western Bank, as successor in interest by merger to Square 1 Bank, or the Lender, 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.

As of September 30, 2017 and December 31, 2016, the Company had no outstanding balance under the Line of Credit and the facility has been cancelled.

Agility Loan

	September 30, 2017			December 31, 2016
Agility Loan	$	625,000		$	625,000
Amendment, loan modification fee added to balance		100,000			100,000
Principal Payment of Agility Loan		(400,000	)		(175,000	)
Agility Loan, Outstanding balance		325,000			550,000
Less: Deferred financing cost		(9,791	)		(43,133	)
	$	315,209		$	506,867

On March 11, 2016, the Company entered into a subordinated loan, or the Agility Loan, with Agility Capital II, LLC, or Agility Capital, which provides for total availability of $625,000 and was to originally mature, prior to amendment, 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. As of September 30, 2017, the Company was in compliance with these covenants. The Agility Loan requires a security interest in all of the Company’s personal property and intellectual property, second in priority to the Lender and to SaaS Capital Funding II, LLC.

In connection with the Agility Loan, on June 30, 2016, as a result of outstanding amounts under the Agility Loan, the Company issued to Agility Capital a warrant to purchase up to 69,444 shares of the Company ’s Common Stock at an exercise price of $0.45 per share. This warrant expires on March 11, 2021. The fair value of the warrant amounted to $15,880 and was capitalized as deferred financing costs, of which $0 and $3,970, and $3,947 and $7,894, was expensed during the three and nine-month periods ended September 30, 2017 and 2016, respectively.

On November 29, 2016, the Company entered into an amendment of the Agility Loan which waived any event of default and the breach of any covenant, representation, warranty, and any other agreement contained in the Agility Loan as a result of the Company entering into a settlement agreement with respect to pending litigation between the Company and a former officer during November 2016, or the Settlement Agreement. On the date of the amendment, a loan modification fee in the amount of $100,000, fully earned and non-refundable, was added to the outstanding loan balance and shall accrue interest, expensed in the statement of operations. Additionally, the maturity date was extended to December 31, 2017. On November 29, 2016, the Company issued to Agility Capital a warrant to purchase up to 187,500 shares of the Company ’s Common Stock at an exercise price of $0.40 per share. This warrant expires on November 29, 2021. The fair value of the warrant amounted to $42,427 and was capitalized as deferred financing costs, of which $9,791 and $29,372 was expensed during the three and nine-month periods ended September 30, 2017, respectively. There was $0 expensed during the three and nine-month periods ended September 30, 2016.

The Company owed $ 325,000 and $550,000 under the Agility Loan at September 30, 2017 and December 31, 2016, respectively.

Credit Facility - SaaS Capital Loan

	September 30, 2017			December 31, 2016
SaaS Capital Loan, Total advances	$	9,123,000		$	7,200,000
Principal Payment of SaaS Capital Loan		(1,596,340	)		(143,058	)
SaaS Capital Loan, Outstanding balance		7,526,660			7,056,942
Less: Deferred financing cost		(291,630	)		(429,769	)
Less: SaaS Capital Loan, short term (1)		(2,736,684	)		(2,038,946	)
	$	4,498,346		$	4,588,227

(1)

Short-term portion constitutes scheduled amortization payments for the next 12 months which create immediate access to additional borrowing availability equal to the amount of amortization payments

On May 5, 2016, the Company entered into a loan and security agreement, or the SaaS Capital Loan, with SaaS Capital Funding II, LLC to borrow up to a maximum of $8,000,000. Initial amounts borrowed will accrue interest at the rate of 10.25% per annum with future amounts borrowed bearing interest at the greater of 10.25% or 9.21% plus the three-year treasury rate at the time of advance. Accrued interest on amounts borrowed is payable monthly for the first six months and thereafter 36 equal monthly payments of principal and interest is payable. Prepayments will be subject to a 10%, 6% or 3% of principal premium if prepaid prior to 12 months, between 12 and 24 months, or between 24 months and maturity, respectively. Advances may be requested until May 5, 2018. The initial minimum advance amount of $5,000,000, on May 5, 2016, was used to repay the outstanding Line of Credit balance of $4,572,223. A facility fee of $80,000 was paid by the Company in connection with the initial advance and an additional $80,000 was paid in May 2017.

The SaaS Capital Loan contains customary covenants including, but not limited to, covenants to achieve specified Adjusted EBITDA levels and revenue renewal levels, limiting capital expenditures and restricting the Company's ability to pay dividends, purch ase and sell assets outside the ordinary course and incur additional indebtedness. As of September 30, 2017, the Company was in compliance with such covenants except for the covenant to maintain the minimum Adjusted EBITDA during the month of September 2017 which covenant has been waived and subsequently amended by SaaS Capital Funding II, LLC. The occurrence of a material adverse change will be an event of default under the SaaS Capital Loan, in addition to other customary events of default. The Company granted SaaS Capital Funding II, LLC a security interest in all of the Company's personal property and intellectual property through the SaaS Capital Loan and the Patent, Trademark and Copyright Security Agreement between the Company and SaaS Capital Funding II, LLC.

On May 5, 2016, in connection with the SaaS Capital Loan, the Company issued to SaaS Capital Partners II, LP, an affiliate of SaaS Capital Funding II, LLC, a warrant to purchase up to 1,333,333 shares of the Company's Common Stock at an exercise price of $0.45 per share subject to certain adjustments for dividends, splits or reclassifications. The Warrant is exercisable until the earlier of May 5, 2026, or the date that is 5 years from the date the Company’s equity securities are first listed for trading on NASDAQ. The fair value of the warrant amounted to $383,128 and was capitalized as deferred financing costs, of which $31,927 and $95,782, and $31,319 and $52,199, was expensed during the three and nine-month periods ended September 30, 2017 and 2016, respectively.

On November 29, 2016, the Company entered into an amendment of the SaaS Capital Loan to receive consent from SaaS Capital to enter into the Settlement Agreement. The amendment required a loan modification fee of $120,000, payable at $10,000 a month for one year, expensed in the statement of operations. In connection with this amendment, the Company agreed to issue SaaS Capital a warrant to purchase up to 200,000 shares of our Common Stock at an exercise price of $0.36 per share. This warrant expires on November 29, 2026. The fair value of the warrant amounted to $60,185 and was fully expensed at December 31, 2016.

On May 10, 2017, the Company entered into a second amendment of the SaaS Capital Loan which adjusts the Minimum Adjusted EBITDA covenant in Schedule 6.17 of the SaaS Capital Loan from $0 to ($150,000) until August 31, 2017 to give the Company added flexibility in completing its hosting migration to a new platform and to allow for potentially augmented marketing and sales efforts.

On June 16, 2017, the Company entered into a third amendment of the SaaS Capital Loan with SaaS Capital Funding II, LLC to provide that any advance made within 6 months of the final advance date will be for a 36 month period with interest only payments due from the date of advance until the final advance date.

On August 14, 2017, the Company entered into a fourth amendment of the SaaS Capital Loan with SaaS Capital Funding II, LLC to permit the issuance of promissory notes to lenders, further described below.

During the three and nine-month periods ended September 30, 2017, the Company borrowed $773,000 and $1,923,000 from the SaaS Capital Loan, and made principal payments of $547,445 and $1,453,282, respectively.

The Company owed $7, 526,660 and $7,056,942 under the SaaS Capital Loan at September 30, 2017 and December 31, 2016, respectively.

Promissory Notes

	September 30, 2017			December 31, 2016
Promissory Notes , Total	$	1,000,000			-
Principal Payment of Promissory Notes		-			-
Promissory Notes , Outstanding balance		1,000,000			-
Less: Deferred financing cost		(95,953	)		-
Less: Promissory Notes, short term		(524,194	)		-
	$	379,853		$	-

On August 14, 2017, the Company borrowed an aggregate of $1,000,000 from seven lenders, or the Lenders, and issued promissory notes, or the Promissory Notes, for the repayment of the amounts borrowed. The Lenders are all accredited investors, certain of the Lenders are shareholders of the Company, one of the Lenders is an affiliate of the Company ’s director, Greg Akselrud, and two of the lenders are each affiliated with a partner of Mr. Akselrud’s in the law firm of Stubbs Alderton and Markiles, LLP. The Promissory Notes are unsecured, have a maturity date of August 14, 2019 and all principal is due upon maturity. Amounts borrowed accrue interest at 12% per annum and accrued interest is payable monthly. The Company also issued to the Lenders three-year warrants to purchase an aggregate of 1,000,000 shares of the Company’s Common Stock at an exercise price of $0.35 per share.

The fair value of the warrant amounted to $ 104,676 and was capitalized as deferred financing costs, of which $8,723 and $0 was expensed during both the three and nine-month periods ended September 30, 2017 and 2016, respectively.

The Company owed $1,000,000 and $0 under the Promissory Notes at September 30, 2017 and December 31, 2016, respectively.

The Company recognized amortization and interest expenses in connection with the line of credit and loans as follows.

	Three months ended				Nine months ended
	September 30,				September 30,
	2017		2016		2017		2016

Amortization expense associated with line of credit and loan	$	64,560	$	49,385	$	180,204	$	125,183
Interest expense associated with line of credit and loan	$	217,695	$	153,750	$	613,240	$	324,842
Other finance fees associated with line of credit and loan	$	24,125	$	39,057	$	72,375	$	226,294

NOTE 6: STOCKHOLDERS ’ EQUITY

Common Stock

During the nine-month period ended September 30, 2017, the Company issued 1,707,692 shares of its Common Stock pursuant to the cashless exercise of 2,400,000 options. During the nine-month period ended September 30, 2016, the Company issued 5,714 shares of its Common Stock pursuant to the cashless exercise of 50,000 options.

As of September 30, 2017, and December 31, 2016, there were 65,523,042 and 63,415,254 shares of Common Stock issued and outstanding, respectively.

Restricted Stock

During the three-month period ended September 30, 2016, the Company issued 120,000 restricted shares of its Common Stock, at a value of $0.50 per share, vesting in 4 equal quarterly increments commencing on July 1, 2016, to each of its non-employee directors as partial annual compensation for services as a director. These restricted shares were fully vested as of June 30, 2017.

During the three-month period ended September 30, 2017, the Company issued 120,000 restricted shares of its Common Stock vesting in 4 equal quarterly increments commencing on July 1, 2017, to each of its non-employee directors as partial annual compensation for services as a director.

The Company recorded expenses of $30,000 and $ 90,000 during the three and nine-month periods ended September 30, 2017, respectively. There was $30,000 expensed during both the three and nine-month periods ended September 30, 2016.

Warrants

During the nine-month period ended September 30, 2017, the Company issued 160,096 shares of its Common Stock pursuant to the cashless exercise of 225,000 warrants. There were no exercises of warrants during the three and nine-month periods ended September 30, 2016.

During the three and nine-month periods ended September 30, 2017, 46,875 warrants expired and the Company issued 1,000,000 warrants to the Lenders, exercisable at a price of $0.35 per share and which expire on August 14, 2020. The fair value of these warrants, which amounted to $104,676, were recognized as deferred financing fees and amortized using the effective interest method over the terms of the associated loan.

During the nine-month period ended September 30, 2016, the Company issued 69,444 and 1,333,333 warrants to Agility Capital and SaaS Capital Partners II, LP, respectively, exercisable at a price of $0.45 per share and which expire on March 11, 2021 and May 5, 2026 respectively. The fair value of these warrants, which amounted to $15,880 and $383,128, respectively, were recognized as deferred financing fees and amortized using the effective interest method over the terms of the associated loan.

During the nine-month period ended September 30, 2016, 2,466,760 warrants were forfeited, of which 1,650,000 warrants were forfeited and replaced with 2,000,000 new warrants issued in conjunction with the forfeiture of 650,000 options issued in December 2014.

As of September 30, 2017, and December 31, 2016, there were 8,719,341 and 7,991,216 warrants issued and outstanding, respectively, with a weighted average price $0.81 and $0.64, respectively.

During the three and nine-month periods ended September 30, 2017, the Company recorded expenses of $125,867 and $377,600, respectively, related to warrants granted to employees.

During the three and nine-month periods ended September 30, 2016, the Company recorded expenses of $125,867 and $680,467, respectively, related to warrants granted to employees.

During the three and nine-month periods ended September 30, 2017, the Company recorded expenses of $8,723, related to warrants granted to the Promissory Notes Lenders.

Options

The Company generally recognizes its share-based payment over the vesting terms of the underlying options.

	Nine -month periods ended September 30,
	2017		2016
Weighted-average grant date fair value	$	-	$	0.50
Fair value of options, recognized as selling, general, and administrative expenses	$	166,397	$	326,932
Number of options granted		-		2,070,000

As of September 30, 2017 and December 31, 2016, there were 10,380,000 and 13,125,000 options, respectively, issued and outstanding with a weighted average price of $0.43 and $0.38 respectively.

The total compensation cost related to non-vested awards not yet recognized amounted to $ 257,903 at September 30, 2017 and the Company expects that it will be recognized over the following 36 months.

NOTE 7: COMPREHENSIVE LOSS

Comprehensive loss includes changes in equity related to foreign currency translation adjustments. The following table sets forth the reconciliation from net loss to comprehensive loss for the three and nine-month periods ended September 30, 2017 and 2016:

	Three months ended						Nine months ended
	September 30,						September 30,
	201 7			201 6			201 7			201 6
Net loss	$	(695,745	)	$	(133,997	)	$	(1,367,678	)	$	(1,050,503	)
Other comprehensive loss:
Foreign currency translation adjustment		12,841			(10,106	)		32,098			(39,603	)
Comprehensive loss	$	(682,904	)	$	(144,103	)	$	(1,335,580	)	$	(1,090,106	)

The following table sets forth the balance in accumulated other comprehensive loss as of September 30, 201 7 and December 31, 2016, respectively:

September 30,

201 7

December 31,

201 6

Accumulated other comprehensive loss

(45,231

)

(77,329

)

NOTE 8: SEGMENTS

The Company operates in one business segment. Percentages of sales by geographic region for the three and nine-month periods ended September 30, 201 7 and 2016 were approximately as follows:

	Three months ended						Nine months ended
	September 30,						September 30,
	201 7			201 6			201 7			201 6
United States		56	%		66	%		58	%		67	%
Europe		18	%		20	%		20	%		19	%
Other		26	%		14	%		22	%		14	%

NOTE 9: COMMITMENTS AND CONTINGENCIES

Effective August 25, 2017, the Company entered into an amendment, or the Amendment, to its original January 2014 lease agreement, or the Lease, with Ferrado Bayview, LLC, or the Lessor, relating to the lease of its current office space at 20411 SW Birch S treet, Newport Beach, California 92660, or the Premises. Pursuant to the Amendment, effective March 1, 2018, or sooner if agreed to by the Company and the Lessor, the Premises shall be expanded to include an additional 1,332 usable square feet, or the Expansion, such that the Premises shall consist of 11,728 usable square feet in the aggregate. In addition, pursuant to the terms of the Amendment, the Company extended the term of the Lease until June 30, 2023, or the Extension Term. Commencing on March 1, 2018, the initial base rent for the Premises is $38,702 per month for the first year of the Extension Term and increasing to $44,566 per month by the end of the Extension Term and adjustable in accordance with the terms of the lease. In addition, as long as the Company is not in default under the Lease, as amended, the Company shall be entitled to an abatement of its base rent for the first 4 months following the Extension Period for the Premises, including the Expansion.

During October 2016, the Company amended its original May 2014 sublease and entered into a 21 month sublease in Newport Beach, effective June 1, 2016. The monthly base rent is approximately $4,100 through the end of the sublease 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.

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 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.

On November 29, 2016, the Company entered into the Settlement Agreement with Jeff McCollum, or McCollum, to settle pending litigation between the Company and McCollum in the Superior Court of the State of California related to McCollum ’s termination as an executive officer of the Company on September 8, 2014. In connection with the Settlement Agreement, McCollum surrendered to the Company a stock certificate representing 1,890,000 shares of the Company’s Common Stock, or the Shares, and for dismissal with prejudice of the cross-complaint and action against the Company brought by McCollum. The Company agreed to pay McCollum a total of $2,700,000. $1,000,000 of this total has already been paid as of January 18, 2017, of which the Company’s insurance carrier contributed $500,000. The remaining $1,700,000 will be paid in 48 equal monthly installments starting on July 1, 2017. The Company previously cancelled McCollum’s options to purchase up to 6,600,000 shares of the Company’s Common Stock at exercise prices of $0.15 or $0.31 per share. The Company cancelled the 1,890,000 Shares and thereafter the Company’s issued and outstanding Common Stock decreased by approximately 3%. During 2016, the Company recorded a loss on legal settlement of $2,200,000, net of the reimbursement of $500,000, which the Company received from its insurance carrier in December 2016. The outstanding settlement balance amounted to $1,593,750 as of September 30, 2017 pursuant to the Settlement Agreement, of which $425,000 has been classified as accounts payable and accrued expenses and $1,168,750 as other long-term liabilities, in the accompanying condensed consolidated balance sheet.

NOTE 10: SUBSEQUENT EVENTS

On November 9, 2017, the Company appointed Paul Dumais as its Senior Vice President Product Development and entered into an employment agreement with Mr. Dumais pursuant to which Mr. Dumais is entitled to an annual base salary of $240,000. In addition, Mr. Dumais was granted a five year warrant to purchase up to 750,000 shares of the Company’s Common Stock at an exercise price of $0.50 per share, vesting in equal quarterly installments over 3 years commencing on October 1, 2016, which may be exercised in full or part for cash or via cashless exercise.

On November 9, 2017, the Company entered into Amendment No. 1 to Employment Agreement with Damon Stein, its General Counsel and Secretary, extending the term of Mr. Stein ’s employment agreement with the Company from December 31, 2017 to December 31, 2019.

On November 9, 2017, the Company granted a five year warrant to Anthony Mazzarella, its Chief Financial Officer, to purchase up to 2,000,000 shares of the Company ’s Common Stock at an exercise price of $0.50 per share, vesting in equal quarterly installments over 3 years commencing on January 1, 2016, which may be exercised in full or part for cash or via cashless exercise. The warrant was granted in consideration of Mr. Mazzarella’s services to the Company, and in connection with the cancellation of 2,000,000 previously issued options by mutual agreement between the Company and Mr. Mazzarella. The share quantity, exercise price and vesting schedule for the warrant are identical to the share quantity, exercise price and vesting schedule for the cancelled options.

On November 8, 2017, the Company entered into a fifth amendment, or the Fifth Amendment, of the SaaS Capital Loan with SaaS Capital Funding II, LLC which adjusts the Minimum Adjusted EBITDA covenant in Schedule 6.17 of the SaaS Capital Loan from $0 to ($170,000) until October 31, 2017, to ($150,000) from November 1, 2017 to December 31, 2017, to ($100,000) from January 1, 2018 to May 31, 2018, to ($50,000) from June 1, 2018 to August 31, 2018, and to $0 thereafter. The Fifth Amendment added a new minimum liquidity covenant for a cash balance of $600,000 effective January 31, 2018. The Fifth Amendment also memorialized SaaS Capital Funding II, LLC’s waiver of the Minimum Adjusted EBITDA covenant for September 2017. In connection with the Fifth Amendment, the Company agreed to pay to SaaS Capital Funding II, LLC a fee of $375,000 upon the payment in full of all outstanding advances.

On November 8, 2017, the Company entere d into a third amendment, or the Third Amendment, of the Agility Loan whereby Agility Capital agreed to loan an additional $300,000, or the Additional Loan, to the Company, such that the aggregate principal amount owing to Agility Capital as of November 9, 2017 is $625,000. The Third Amendment extends the maturity date of the Agility Loan from December 31, 2017 to December 31, 2018. A loan modification fee of $125,000 was deducted from the Additional Loan amount. Agility Capital agreed in the Third Amendment not to dispose of any of the Company’s Common Stock it currently owns for a 180 day period from November 8, 2017 without the Company’s prior written consent.

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and related notes included elsewhere in this report and our Annual Report on Form 10-K for the year ended December 31, 2016. Certain statements in this discussion and elsewhere in this report constitute forward-looking statements. See “Cautionary Statement Regarding Forward Looking Information ’’ elsewhere in this report. Because this discussion involves risk and uncertainties, our actual results may differ materially from those anticipated in these forward-looking statements

Overview

We own and operate CAKE and getcake.com, a marketing technology company that provides a proprietary solution for advanced tracking, attribution and campaign optimization for digital marketers. 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 analyze and improve digital advertising spend. We currently have over 500 customers driving billions of consumer actions monthly through the CAKE enterprise platform.

In late 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 enables brands to move beyond the confines of siloed data and provides customer journey analytics for marketers, in real-time. On January 12, 2017, we announced that the product was significantly enhanced with a new unified technical architecture and platform to collect and support high-traffic volumes. Now our industry-leading technology not only gathers granular information about the customer path to conversion, but also leverages data science and machine learning to further understand and maximize return on advertising spend (RoAS). Additionally, our patent-pending algorithmic attribution for predictive analytics clearly and accurately show marketers how to optimize campaigns. These new capabilities enhance our existing rules-driven attribution to programmatically allow marketers to analyze complex customer journeys; arming advertisers with more actionable insights needed to effectively measure the true impact of each media channel and maximize revenue for any given level of spending.

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

On February 14, 2017, Gartner, Inc. 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, our solution enables hub-like multichannel data management and onboarding capabilities. CAKE is for enterprise performance marketers looking to track attribution and optimize data-driven lead generation and customer acquisition through affiliate and other digital 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 29% and 27% year on year growth in our client base outside of the United States during the three and nine-month periods ended September 30, 2017, respectively, when compared to the same period in 2016.

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 deeper integrations to third-party technologies that include, but are not limited to, Google AdWords, Bing Ads, Facebook, DoubleClick Campaign Manager (DCM), Marketo and others.

We experienced 4% and 7% year-over-year growth in monthly license fee revenue during the three and nine-month periods ended September 30, 2017, respectively, when compared to the same period in 2016. 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 establish a strong presence at tradeshows, implement demand generation campaigns for customer acquisition and retention, and provide support documentation required by sales initiatives. Additional efforts will be made to speak at industry events and secure coverage in industry 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 quarterly report.

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

Results of Operations

ACCELERIZE INC.

UNAUDITED CONDENSED CONSOLIDATED RESULTS OF OPERATIONS

	Three-month periods						Increase/			Increase/			Nine-month periods						Increase/			Increase/
	ended September 30,						(Decrease)			(Decrease)			ended September 30,						(Decrease)			(Decrease)
	2017			2016				$			%		2017			2016				$			%

Revenues:	$	6,065,674		$	6,015,800			49,874			0.8	%	$	18,016,552		$	17,883,105			133,447			0.7	%
Cost of revenue		2,749,975			2,073,018			676,957			32.7	%		6,660,684			6,035,828			624,856			10.4	%
Gross Profit		3,315,699			3,942,782			(627,083	)		-15.9	%		11,355,868			11,847,277			(491,409	)		-4.1	%

Operating expenses:
Research and development		1,031,878			952,704			79,174			8.3	%		3,208,434			2,957,140			251,294			8.5	%
Sales and marketing		1,119,302			924,415			194,887			21.1	%		3,419,095			2,791,715			627,380			22.5	%
General and administrative		1,554,982			1,956,991			(402,009	)		-20.5	%		5,232,896			6,492,958			(1,260,062	)		-19.4	%
Litigation settlement		-			-			-			100.0	%		-			-			-			100.0	%
Total operating expenses		3,706,162			3,834,110			(127,948	)		-3.3	%		11,860,425			12,241,813			(381,388	)		-3.1	%

Operating loss		(390,463	)		108,672			499,135			-459.3	%		(504,557	)		(394,536	)		110,021			27.9	%

Other income (expense):
Other income		2			(153	)		155			-101.3	%		744			20,781			(20,037	)		-96.4	%
Other expense		(305,284	)		(242,516	)		62,768			25.9	%		(863,865	)		(676,748	)		187,117			27.6	%
Total other expenses		(305,282	)		(242,669	)		62,613			25.8	%		(863,121	)		(655,967	)		207,154			31.6	%

Net loss	$	(695,745	)	$	(133,997	)		561,748			419.2	%	$	(1,367,678	)	$	(1,050,503	)		317,175			30.2	%

Discussion of Results for Three-Month and Nine-Month Periods Ended September 30, 201 7 and 201 6

Revenues

Three Months Ended

September 30,

Nine Months Ended

September 30,

201 7

201 6

Change

201 7

201 6

Change

Revenues

6,065,674

6,015,800

0.8

18,016,552

17,883,105

0.7

We generate revenues from 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. Our revenue breakdown for the three and nine-month periods ended September 30, 201 7 and 2016 were as follows.

	Three Months Ended							Nine Months Ended
	September 30,				%			September 30,				%
	201 7		201 6		Change			201 7		201 6		Change

License	$	4,828,655	$	4,637,119		4.1	%	$	14,654,627	$	13,642,368		7.4	%
Usage		1,000,218		960,517		4.1	%		2,656,909		2,796,337		-5.0	%
Other		236,801		418,164		-43.4	%		705,016		1,444,400		-51.2	%
Total	$	6,065,674	$	6,015,800		0.8	%	$	18,016,552	$	17,883,105		0.7	%

The increases in our software licensing revenues during the three and nine-month periods ended September 30, 2017, when compared to the prior year periods, is due to the increased number of customers using our SaaS products and services, as well as increa sed monthly revenues from our existing customers resulting from greater adoption and higher usage of our SaaS platform. Our monthly license fee revenue, which constitutes the contractually recurring portion of our revenue and comprises the bulk of our total revenue, or 81% for the nine-month period ended September 30, 2017, increased 4% and 7% year over year during the three and nine-month periods ended September 30, 2017, respectively, when compared to the same periods last year. Our average monthly license revenue per customer decreased 2% and increased 1% during the three and nine-month periods ended September 30, 2017, respectively, when compared to the same periods last year. The increases in the number of customers using our SaaS products and services during the three and nine-month periods ended September 30, 2017 is primarily due to the increased resources we have devoted to customer acquisition for our SaaS products. The higher average monthly revenues from our existing customers is primarily due to higher market acceptance and adoption among our users, resulting in a higher volume of transactions.

We believe that our SaaS revenues will continue to increase during the remainder of 2017.

Cost of Revenues

	Three Months Ended September 30,				% Change			Nine Months Ended September 30,				% Change
	201 7		201 6					201 7		201 6

Cost of revenues	$	2,749,975	$	2,073,018		32.7	%	$	6,660,684	$	6,035,828		10.4	%

Cost of revenues consists primarily of web hosting and personnel costs associated with supporting customer on-boarding and training activities, including 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 the three and nine-month periods ended September 30, 201 7, when compared to the prior year periods, cost of revenues increased reflecting the higher web hosting fees incurred to support our increased number of clients and platform usage, which increased during the three and nine-month periods ended September 30, 2017 by approximately $590,000 and $750,000, respectively, when compared to the same periods in 2016.

We believe that our cost of revenues will continue to increase, at lower percentages than our anticipated increase in revenues, during the remainder of 2017.

Research and Development Expenses

	Three Months Ended September 30,				% Change			Nine Months Ended September 30,				% Change
	201 7		201 6					201 7		201 6

Research and development	$	1,031,878	$	952,704		8.3	%	$	3,208,434	$	2,957,140		8.5	%

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 the three and nine-month periods ended September 30, 2017, when compared to the prior year periods, mainly due to lower capitalization of software development costs which amounted to $455,682 and $1,347,075, respectively, compared to $5 76,431 and $1,606,887 for the three and nine-month periods ended September 30, 2016, respectively.

We believe that our research and development expenses will slightly increase during the remainder of 2017 as we continue to enhance features of our SaaS platform.

Sales and Marketing Expenses

	Three Months Ended September 30,				% Change		Nine Months Ended September 30,				% Change
	201 7		201 6				201 7		201 6
Sales and marketing	$	1,119 ,302	$	924,415		21 .1%	$	3 ,419,095	$	2,791,715		2 2.5%

Sales and marketing expenses consist primarily of personnel costs associated with the sale 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 the three and nine-month periods ended September 30, 2017, when compared to the prior year periods, is primarily due to increased marketing spending in specific, higher return, marketing programs, trade shows and related expenses, both domestically and internationally, of approximately $40,000 and $280,000, respectively.

We believe that our sales and marketing expenses will increase gradually in the remainder of 2017 as we continue to execute on proven marketing programs.

General and Administrative Expenses

	Three Months Ended September 30,				% Change			Nine Months Ended September 30,				% Change
	201 7		201 6					201 7		201 6

General and administrative	$	1,554,982	$	1,956,991		-20.5	%	$	5,232,896	$	6,492,958		-19.4	%

General and administrative expenses primarily consist 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 and legal fees, as well as professional fees, insurance, investor relations, and other corporate expenses.

The decrease in general and administrative expenses during the three and nine-month periods ended September 30, 2017, when compared to the prior year periods is primarily due to higher expenses during the first half of 2016 of $420,000 related to legal expenses, $160,000 related to software expenses and audit services, and $220,000 related to consulting services during the transition to our new management team.

We believe that our general and administrative expenses will increase during the remainder of 2017 at lower percentages than our anticipated increase in revenues as we continue to increase the scope of our operations.

Other Income

	Three Months Ended September 30,					% Change			Nine Months Ended September 30,				% Change
	201 7		201 6						201 7		201 6

Other income (loss)	$	2	$	(153	)		-101.3	%	$	744	$	20,781		-96.4	%

Other income during the nine-month period ended September 30, 2016 consisted mainly of the sale of non-inventory assets and credit card program cash back payments while during the three-month period ended September 30, 2016, some non-inventory assets were sold at a small loss.

Other Expenses

	Three Months Ended September 30,				% Change		Nine Months Ended September 30,				% Change
	201 7		201 6				201 7		201 6

Other expenses	$	305 ,284	$	242,516		25 .9%	$	863 ,865	$	676,748		27.6 %

Other expenses consist of interest charges and amortization of deferred financing costs associated with our loans.

The increase in interest expenses during the three and nine-month periods ended September 30, 2017, when compared to the prior year periods, is primarily due to higher levels of borrowings we have made from time to time under the SaaS Capital Loan and the associated interest expense as well as debt issue costs related to the Agility and SaaS Capital Loans and Promissory Notes.

Liquidity and Capital Resources

	Ending balance at September 30,					Average balance during nine-months ended September 30,
	201 7			201 6		201 7		201 6
Cash	$	634,772		$	614,865	$	1,157,450	$	761,480
Restricted cash		50,000			200,000		50,000		100,000
Accounts receivable		2,474,511			2,273,738		2,352,061		2,053,373
Accounts payable and accrued expenses		2,344,121			1,812,619		2,491,565		2,024,685
Short term line of credit, net of deferred financing cost		2,736,684	(1)		-		2,387,815		2,299,221
Short term loan, net of deferred financing cost		839,403			517,107		673,135		258,554
Long term loan, net of deferred financing cost		4,498,346			5,530,469		4,543,287		2,765,235
Long term other liabilities		1,548,603			-		1,518,052		-

(1)

Short-term portion constitutes scheduled amortization payments for the next 12 months which create immediate access to additional borrowing availability equal to the amount of amortization payments

At September 30, 201 7 and 2016, 42% and 48%, respectively, of our total assets consisted of cash and 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.

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

During the nine-month period ended September 30, 2017, we sustained losses and a working capital deficit. We are in discussions with various capital sources and expect to address any potential liquidity issues in the remainder of 2017. There can be no assurance that such a plan will be successful.

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 accrued 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 was payable monthly. All other amounts borrowed were to be payable in full on the maturity date of March 17, 2016; however, this date was 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 waived any default due to breach of the Line of Credit minimum liquidity covenant during the specified time period, adjusted the Minimum Adjusted EBITDA covenant, and reduced the credit limit to $5,135,000. A condition precedent to the waiver was the funding of the $625,000 subordinated loan from Agility Capital, which funded on March 11, 2016.

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 expired 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 exceeded $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.

On May 5, 2016, we repaid the outstanding Line of Credit balance with the initial advance from our SaaS Capital Loan, which became effective on May 5, 2016.

Agility Loan

On March 11, 2016, we entered into a subordinated loan with Agility Capital which provides for total availability of $625,000 and was to originally mature, prior to amendment, 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. As of September 30, 2017, we were in compliance with these covenants. The Agility Loan requires a security interest in all of our personal property and intellectual property, second in priority to SaaS Capital Funding II, LLC.

In connection with the Agility Loan, on June 30, 2016, as a result of outstanding amounts under the Agility Loan, we issued to Agility Capital a warrant to purchase up to 69,444 shares of our Common Stock at an exercise price of $0.45 per share. This warrant expires on March 11, 2021. The fair value of the warrant amounted to $15,880 and was capitalized as deferred financing costs, of which $0 and $3,970, and $3,947 and $7,894, was expensed during the three and nine-month periods ended September 30, 2017 and 2016, respectively.

On November 29, 2016, we entered into an amendment of our Agility Loan, or the Agility Loan Amendment, which waived any event of default and the breach of any covenant, representation, warranty, and any other agreement contained in the Agility Loan as a result of our entering into the Settlement Agreement. On the date of the amendment, a loan modification fee in the amount of $100,000, fully earned and non-refundable, was added to the outstanding loan balance and shall accrue interest, expensed in the statement of operations. Additionally, the maturity date was extended to December 31, 2017. On November 29, 2016, we issued to Agility Capital a warrant to purchase up to 187,500 shares of our Common Stock at an exercise price of $0.40 per share. This warrant expires on November 29, 2021. The fair value of the warrant amounted to $42,427 and was capitalized as deferred financing costs, of which $9,791 and $29,372 was expensed during the three and nine-month periods ended September 30, 2017, respectively. There was $0 expensed during the three and nine-month periods ended September 30, 2016.

We owed $325,000 and $550,000 under the Agility Loan at September 30, 2017 and December 31, 2016, respectively.

Credit Facility - SaaS Capital Loan

On May 5, 2016, we entered into the SaaS Capital Loan, with SaaS Capital Funding II, LLC to borrow up to a maximum of $8,000,000. Initial amounts borrowed will accrue interest at the rate of 10.25% per annum with future amounts borrowed bearing interest at the greater of 10.25% or 9.21% plus the three-year treasury rate at the time of advance. Accrued interest on amounts borrowed is payable monthly for the first six months and thereafter 36 equal monthly payments of principal and interest is payable. Prepayments will be subject to a 10%, 6% or 3% of principal premium if prepaid prior to 12 months, between 12 and 24 months, or between 24 months and maturity, respectively. Advances may be requested until May 5, 2018. The initial minimum advance amount of $5,000,000, on May 5, 2016, was used to repay the outstanding Line of Credit balance of $4,572,223. A facility fee of $80,000 was paid by us in connection with the initial advance and an additional $80,000 was paid in May 2017. Additionally, we incurred initial financing costs of $160,000 which was capitalized as deferred financing costs, of which $40,000 and $22,222 was expensed during the nine-month periods ended September 30, 2017 and 2016, respectively.

The SaaS Capital Loan contains customary covenants including, but not limited to, covenants to achieve specified Adjusted EBITDA levels and revenue renewal levels, limiting capital expenditures and restricting our ability to pay dividends, purchase and se ll assets outside the ordinary course and incur additional indebtedness. As of September 30, 2017, we were in compliance with such covenants except for the covenant to maintain the minimum Adjusted EBITDA during the month of September 2017 which covenant has been waived and subsequently amended by SaaS Capital Funding II, LLC. The occurrence of a material adverse change will be an event of default under the SaaS Capital Loan, in addition to other customary events of default. We granted SaaS Capital Funding II, LLC a security interest in all of our personal property and intellectual property through the SaaS Capital Loan and the Patent, Trademark and Copyright Security Agreement between us and SaaS Capital Funding II, LLC.

On May 5, 2016, in connection with the SaaS Capital Loan, we issued to SaaS Capital Partners II, LP, an affiliate of SaaS Capital Funding II, LLC, a warrant to purchase up to 1,333,333 shares of our Common Stock at an exercise price of $0.45 per share subject to certain adjustments for dividends, splits or reclassifications. The Warrant is exercisable until the earlier of May 5, 2026, or the date that is 5 years from the date our equity securities are first listed for trading on NASDAQ. We paid approximately $169,000 in financing costs through December 31, 2016. The fair value of the warrant amounted to $383,128 and was capitalized as deferred financing costs, of which $31,927 and $95,782, and $31,319 and $52,199, was expensed during the three and nine-month periods ended September 30, 2017 and 2016, respectively.

On November 29, 2016, we entered into an amendment of our SaaS Capital Loan to receive consent from SaaS Capital to enter into the Settlement Agreement. The amendment required a loan modification fee of $120,000, payable at $10,000 a month for one year, expensed in the statement of operations. In connection with this amendment, we agreed to issue SaaS Capital a warrant to purchase up to 200,000 shares of our Common Stock at an exercise price of $0.36 per share. This warrant expires on November 29, 2026. The fair value of the warrant amounted to $60,185 and was fully expensed at December 31, 2016.

On May 10, 2017, we entered into a second amendment of the SaaS Capital Loan with SaaS Capital Funding II, LLC which adjusts the Minimum Adjusted EBITDA covenant in Schedule 6.17 of the SaaS Capital Loan from $0 to ($150,000) until August 31, 2017 to give us added flexibility in completing our hosting migration to a new platform and to allow for potentially augmented marketing and sales efforts.

On June 16, 2017, we entered into a third amendment of the SaaS Capital Loan with SaaS Capital Funding II, LLC to provide that any advance made within 6 months of the final advance date will be for a 36 month period with interest only payments due from the date of advance until the final advance date.

On August 14, 2017, we entered into a fourth amendment of the SaaS Capital Loan with SaaS Capital Funding II, LLC to permit the issuance of promissory notes to lenders, further described below.

During the three and nine-month periods ended September 30, 2017, we borrowed $773,000 and $1,923,000 from the SaaS Capital Loan, and made principal payments of $547,445 and $1,453,282, respectively.

We owed $7,526,660 and $7,056,942 under the SaaS Capital Loan at September 30, 2017 and December 31, 2016, respectively.

Promissory Notes

On August 14, 2017, we borrowed an aggregate of $1,000,000 from the Lenders, and issued the Promissory Notes for the repayment of the amounts borrowed. The Lenders are all accredited investors, certain of the Lenders are our shareholders, one of the Lenders is an affiliate of our director, Greg Akselrud, and two of the lenders are each affiliated with a partner of Mr. Akselrud’s in the law firm of Stubbs Alderton and Markiles, LLP. The Promissory Notes are unsecured, have a maturity date of August 14, 2019 and all principal is due upon maturity. Amounts borrowed accrue interest at 12% per annum and accrued interest is payable monthly. We also issued to the Lenders three-year warrants to purchase an aggregate of 1,000,000 shares of the Company’s Common Stock at an exercise price of $0.35 per share.

Changes in Cash Flows

	Nine-month periods ended September 30,
	2017			2016
Cash flows from operating activities:
Net loss	$	(1,367,678	)	$	(1,050,503	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		612,639			522,202
Impairment of fixed assets		-			275,029
Amortization of debt discount and deferred financing cost		180,204			125,183
Provision for bad debt		(48,586	)		(28,949	)
Fair value of options and warrants		633,997			1,037,400
Non-cash expenses paid on company's behalf		-			204,920
Gain on sale of fixed assets		902			(245	)
Changes in operating assets and liabilities:
Accounts receivable		(196,315	)		(411,782	)
Prepaid expenses and other assets		(129,077	)		(267,823	)
Restricted cash		-			(200,000	)
Accounts payable and accrued expenses		(641,049	)		(449,131	)
Deferred revenues		18,213			59,842
Other assets		(20,016	)		15,406
Net cash used in operating activities		(956,766	)		(168,451	)

Cash flows from investing activities:
Capitalized software for internal use		(1,347,075	)		(1,606,887	)
Capital expenditures		(44,125	)		(20,206	)
Proceeds from sale of assets		795			6,267
Net cash used in investing activities		(1,390,405	)		(1,620,826	)

Cash flows from financing activities:
Principal repayments of line of credit		(1,653,282	)		(137,777	)
Proceeds from line of credit		1,923,000			1,803,105
Proceeds from promissory notes		1,000,000			-
Payment of financing costs		-			(129,678	)
Net cash provided by financing activities		1,269,718			1,535,650

Effect of exchange rate changes on cash		32,098			(39,603	)

Net decrease in cash		(1,045,355	)		(293,230	)

Cash, beginning of period		1,680,127			908,095

Cash, end of period	$	634,772		$	614,865

Changes in Cash Flows During the Nine Months ended September 30, 201 7

As of September 30, 2017, we had cash of approximately $635,000.

Net cash used in operating activities was approximately $ 957,000 during the nine-month period ended September 30, 2017 compared to net cash used in operations of approximately $168,000 during the same period in 2016. The change in operating cash flow was primarily due to a decrease in accrued expenses, mainly as a result of a December 2016 accrual of $500,000 related to the Litigation Settlement payment, and a reduction in fair value of expired warrants.

Net cash used in investing activities was approximately $1,390,000 during the nine-month period ended September 30, 2017 compared to $1,621,000 for the same period in 2016. The decrease in capitalization of development costs for internal-use software of approximately $250,000 offset with an increase in capital expenditures of approximately $20,000 accounted for the decrease in cash used in investing activities.

Net cash provided by financing activities was approximately $ 1,270,000 for the nine-month period ended September 30, 2017 compared to $1,536,000 for the same period in 2016. The decrease in cash provided by financing activities was due to approximately $1,500,000 in higher principal payments made towards our line of credit which offset the proceeds from our credit facility and new borrowings during the nine-month period ended September 30, 2017 when compared to the same period in 2016.

Exercise of warrants

There were no proceeds generated from the exercise of warrants during the nine-month period ended September 30, 201 7.

Other outstanding obligations at September 30, 201 7

Warrants

As of September 30, 201 7, 8,719,341 shares of our Common Stock are issuable pursuant to the exercise of warrants.

Options

As of September 30, 201 7, 10,380,000 shares of our Common Stock are issuable pursuant to the exercise of options.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer, who is our principal executive officer, and our Chief Financial Officer, who is our principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of September 30, 2017, our disclosure controls and procedures are effective in ensuring that material information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC ’s rules and forms, including ensuring that such material information is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

During the quarter ended September 30, 201 7, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On July 1, 2017, we issued 120,000 restricted shares of our Common Stock, vesting in 4 equal quarterly increments commencing on July 1, 2017, to each of our non-employee directors as partial annual compensation for services as a director. These issuances are exempt from registration pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended, or the Securities Act, as not involving any public offering.

Item 5. Other Information.

Given the timing of the events, the following information is inclu ded in this Form 10-Q pursuant to Item 1.01 “Entry into a Material Definitive Agreement,” Item 2.03 “Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant,” Item 3.02 “Unregistered Sales of Equity Securities,” and Item 5.02 “Departure of Directors or Certain Officers; Election of Directors, Appointment of Certain Officers; Compensatory Arrangements of Certain Officers,” of Form 8-K in lieu of filing a Form 8-K.

On November 9, 2017, we appointed Pau l Dumais as our Senior Vice President Product Development. Mr Dumais, who is 54 years old, joined us as Senior Vice President of Product in April 2016. Mr. Dumais has 25 years of experience as an executive, systems architect and inventor in a variety of technology ventures. From September 2012 through April 2016, Mr. Dumais was the Vice President of Product Development at Scalable Network Technologies, Inc., a simulation software provider. Mr. Dumais previously served as Chief Technology Officer at Mom, Inc. (dba Modern Mom) from February 2010 to January 2013. Mr. Dumais studied Computer Science at the University of Calgary.

In connection with his appointment as Senior Vice President Product Development, we entered into an employment agreement, or the Emp loyment Agreement, with Mr. Dumais. Mr. Dumais’ employment with us is at will Under the Employment Agreement, Mr. Dumais is entitled to an annual base salary of $240,000. Mr. Dumais is also entitled to other customary benefits including reimbursement for reasonable business expenses. The Employment Agreement contains customary confidentiality and assignment of work product provisions. In addition to the entry into the Employment Agreement, in connection with his appointment, Mr. Dumais was granted a five year warrant, or the Dumais Warrant, to purchase up to 750,000 shares of our Common Stock at an exercise price of $0.50 per share, vesting in equal quarterly installments over 3 years commencing on October 1, 2016, which may be exercised in full or part for cash or via cashless exercise. The Dumais Warrant was exempt from registration pursuant to Section 4(a)(2) under the Securities Act as not involving any public offering.

On November 9, 2017, we entered into Amendment No. 1 to Employment Agreement with Dam on Stein, our General Counsel and Secretary, extending the term of Mr. Stein’s employment agreement with us from December 31, 2017 to December 31, 2019.

On November 9, 2017, we granted a five year warrant, or the Mazzarella Warrant, to Anthony Mazzarella, our Chief Financial Officer, to purchase up to 2,000,000 shares of our Common Stock at an exercise price of $0.50 per share, vesting in equal quarterly installments over 3 years commencing on January 1, 2016, which may be exercised in full or part for cash or via cashless exercise. The warrant was granted in consideration of Mr. Mazzarella’s services to us, and in connection with the cancellation of 2,000,000 previously issued options by mutual agreement between us and Mr. Mazzarella. The share quantity, exercise price and vesting schedule for the Mazzarella Warrant are identical to the share quantity, exercise price and vesting schedule for the cancelled options. The Mazzarella Warrant was exempt from registration pursuant to Section 4(a)(2) under the Securities Act as not involving any public offering.

On November 8, 2017, we entered into the Fifth Amendment of the SaaS Capital Loan with SaaS Capital Funding II, LLC which adjusts the Minimum Adjusted EBITDA covenant in Schedule 6.17 of the SaaS Capital Loan from $0 to ($170,000) until October 31, 2017, to ($150,000) from November 1, 2017 to December 31, 2017, to ($100,000) from January 1, 2018 to May 31, 2018, to ($50,000) from June 1, 2018 to August 31, 2018, and to $0 thereafter. The Fifth Amendment added a new minimum liquidity covenant for a cash balance of $600,000 effective January 31, 2018. The Fifth Amendment also memorialized SaaS Capital Funding II, LLC’s waiver of the Minimum Adjusted EBITDA covenant for September 2017. In connection with the Fifth Amendment, we agreed to pay to SaaS Capital Funding II, LLC a fee of $375,000 upon the payment in full of all outstanding advances.

On November 8, 2017, we entered into the Third Ame ndment of the Agility Loan whereby Agility Capital agreed to loan an additional $300,000, or the Additional Loan, to us, such that the aggregate principal amount owing to Agility Capital as of November 9, 2017 is $625,000. The Third Amendment extends the maturity date of the Agility Loan from December 31, 2017 to December 31, 2018. A loan modification fee of $125,000 was deducted from the Additional Loan amount. Agility Capital agreed in the Third Amendment not to dispose of any of our Common Stock it currently owns for a 180 day period from November 8, 2017 without our prior written consent.

Item 6. Exhibits

4.1	Form of Warrant issued on August 14, 2017 (incorporated by reference to the Company ’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 16, 2017).

4.2	Form of Warrant issued on November 9, 2017.*

4.3	Form of Warrant issued on November 9, 2017.*

10.1	Form of Restricted Stock Agreement entered into on July 1, 2017.*

10.2	Form of Promissory Note issued on August 14, 2017 (incorporated by reference to the Company ’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 16, 2017).

10.3	Fourth Amendment to Loan and Security Agreement between Accelerize Inc. and SaaS Capital Funding II, LLC, dated as of August 14, 2017 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 16, 2017).

10.4	First Amendment to Standard Multi-Tenant Office Lease dated August 25, 2017 between Accelerize Inc. and Ferrado Bayview, LLC (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 29, 2017).

10.5	Employment Agreement dated November 9, 2017 between Accelerize Inc. and Paul Dumais.*

10.6	Amendment No. 1 to Employment Agreement dated November 9, 2017 between Accelerize Inc. and Damon Stein.*

10.7	Fifth Amendment to Loan and Security Agreement, Limited Waiver and Consent between Accelerize Inc. and SaaS Capital Funding II, LLC dated as of November 8, 2017.*

10.8	Third Amendment to Loan Agreement dated November 8, 2017 between Accelerize Inc. and Agility Capital II, LLC.*

31.1	Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and15d-14(a).*

31.2	Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a).*

32.1	Certification of Principal Executive Officer Pursuant to 18 U.S.C. 1350.**

32.2	Certification of Principal Financial Officer Pursuant to 18 U.S.C. 1350.**

101.	The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 201 7, formatted in XBRL (eXtensible Business Reporting Language): (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements of Comprehensive Loss, (iv) the Statements of Cash Flows, and (v) related notes to these financial statements.*


*	Filed herewith.

**	Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ACCELERIZE INC.

Dated: November 14, 2017	By:	/s/ Brian Ross
		Brian Ross President and Chief Executive Officer (Principal Executive Officer)


Dated: November 14, 2017	By:	/s/ Anthony Mazzarella
		Anthony Mazzarella
		Chief Financial Officer
		(Principal Financial Officer)

Exhibit 4.2

FORM OF COMMON STOCK PURCHASE WARRANT

THIS WARRANT AND THE COMMON STOCK SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT”). THIS WARRANT AND THE COMMON STOCK SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ACCELERIZE INC. THAT SUCH REGISTRATION IS NOT REQUIRED .

Right to Purchase up to 750,000 shares of Common Stock of Accelerize Inc. (subject to adjustment as provided herein)

FORM OF COMMON STOCK PURCHASE WARRANT

No. EW - 05

Issue Date: November 9, 2017

ACCELERIZE INC., a co rporation organized and existing under the laws of the State of Delaware (the “Company”), hereby certifies that, for value received, Paul Dumais or its assigns (the “Holder”) is entitled, subject to the terms set forth below and Schedule 1 , to purchase from the Company at any time after the issue date (the “Issue Date”) until 5:00 p.m., E.S.T on the Fifth (5th) anniversary of the Issue Date (the “Expiration Date”), up to 750,000 fully paid and nonassessable shares of Common Stock at a per share purchase price of $0.50 in accordance with the vesting schedule and termination clauses set forth on Schedule 1. The aforedescribed purchase price per share, as adjusted from time to time as herein provided, is referred to herein as the “Purchase Price.” The number and character of such shares of Common Stock and the Purchase Price are subject to adjustment as provided herein. The Company may reduce the Purchase Price without the consent of the Holder.

As used herein the following terms, unless the context otherwise requires, have the following respective meanings:

(a) The term “Company” shall include Accelerize Inc. and any corporation which shall succeed or assume the obligations of Accelerize Inc. hereunder.

(b) The term “Common Stock” includes (a) the Company’s Common Stock, $0.001 par value per share, and (b) any other securities into which or for which any of the securities described in (a) may be converted or exchanged pursuant to a plan of recapitalization, reorganization, merger, sale of assets or otherwise.

(c) The term “Other Securities” refers to any stock (other than Common Stock) and other securities of the Company or any other person (corporate or otherwise) which the holder of the Warrant at any time shall be entitled to receive, or shall have received, on the exercise of the Warrant, in lieu of or in addition to Common Stock, or which at any time shall be issuable or shall have been issued in exchange for or in replacement of Common Stock or Other Securities pursuant to Section 4 herein or otherwise.

(d) The term “Warrant Shares” shall mean the Common Stock issuable upon exercise of this Warrant.

1. Exercise of Warrant .

1.1. Number of Shares Issuable upon Exercise . From and after the Issue Date through and including the Expiration Date, the Holder hereof shall be entitled to receive, upon exercise of this Warrant in whole in accordance with the terms of subsection 1.2 or upon exercise of this Warrant in part in accordance with subsection 1.3, up to 750,000 of shares of Common Stock of the Company, subject to adjustment pursuant to Section 4 and subject to the vesting schedule and termination clauses set forth on Schedule 1.

1.2. Full Exercise . This Warrant may be exercised in full by the Holder hereof by delivery of an original or facsimile copy of the form of subscription attached as hereto Exhibit A (the “Subscription Form”) duly executed by such Holder and surrender of the original Warrant within four (4) days of exercise, to the Company at its principal office or at the office of its Warrant Agent (as provided hereinafter), accompanied by payment, in cash, wire transfer or by certified or official bank check payable to the order of the Company, in the amount obtained by multiplying the number of shares of Common Stock for which this Warrant is then exercisable by the Purchase Price then in effect. This Warrant can also be exercised at Holder’s discretion, in whole or in part, in a “cashless” exercise. In a cashless exercise, the right to purchase each share of Common Stock may be exchanged for that number of shares of Common Stock determined by multiplying the number one (1) by a fraction, the numerator of which will be the difference between (y) the then current Fair Market Value and (z) the exercise price, and the denominator of which will be the then current Fair Market Value.

1.3. Partial Exercise . This Warrant may be exercised in part (but not for a fractional share) by surrender of this Warrant in the manner and at the place provided in subsection 1.2 except that the amount payable by the Holder on such partial exercise shall be the amount obtained by multiplying (a) the number of whole shares of Common Stock designated by the Holder in the Subscription Form by (b) the Purchase Price then in effect. On any such partial exercise, the Company, at its expense, will forthwith issue and deliver to or upon the order of the Holder hereof a new Warrant of like tenor, in the name of the Holder hereof or as such Holder (upon payment by such Holder of any applicable transfer taxes) may request, the whole number of shares of Common Stock for which such Warrant may still be exercised.

1.4. Fair Market Value . Fair Market Value of a share of Common Stock as of a particular date (the “Determination Date”) shall mean:

(a) If the Company’s Common Stock is traded on an exchange or is quoted on the Nasdaq Stock Market, Inc., then the last sale price reported for the last business day immediately preceding the Determination Date;

(b) If the Company’s Common Stock is not traded on an exchange or quoted on the Nasdaq Stock Market, Inc. but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date;

(c) Except as provided in clause (d) below, if the Company’s Common Stock is not publicly traded, then as the Holder and the Company agree in writing, or in the absence of such agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or

(d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

1.5. Company Acknowledgment . The Company will, at the time of the exercise of the Warrant, upon the request of the Holder hereof acknowledge in writing its continuing obligation to afford to such Holder any rights to which such Holder shall continue to be entitled after such exercise in accordance with the provisions of this Warrant. If the Holder shall fail to make any such request, such failure shall not affect the continuing obligation of the Company to afford to such Holder any such rights.

1.6. Delivery of Stock Certificates, etc. on Exercise . The Company agrees that the shares of Common Stock purchased upon exercise of this Warrant shall be deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares as aforesaid. As soon as practicable after the exercise of this Warrant in full or in part, and in any event within three (3) business days thereafter, the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the Holder hereof, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct in compliance with applicable securities laws, a certificate or certificates for the number of duly and validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such Holder shall be entitled on such exercise, plus, in lieu of any fractional share to which such Holder would otherwise be entitled, cash equal to such fraction multiplied by the then Fair Market Value of one full share of Common Stock, together with any other stock or other securities and property (including cash, where applicable) to which such Holder is entitled upon such exercise pursuant to Section 1 or otherwise.

2. Adjustments.

2.1. Reorganization, Consolidation, Merger, etc . In case at any time or from time to time, the Company shall (a) effect a reorganization, (b) consolidate with or merge into any other person or (c) transfer all or substantially all of its properties or assets to any other person under any plan or arrangement contemplating the dissolution of the Company, then, in each such case, as a condition to the consummation of such a transaction, proper and adequate provision shall be made by the Company whereby the Holder of this Warrant, on the exercise hereof as provided in Section 1, at any time after the consummation of such reorganization, consolidation or merger or the effective date of such dissolution, as the case may be, shall receive, in lieu of the Common Stock (or Other Securities) issuable on such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which such Holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if such Holder had so exercised this Warrant, immediately prior thereto, all subject to further adjustment thereafter as provided in Section 3.

This Warrant shall fully vest and become exercisable immediately prior to the effective date of a Change in Control. For purposes of this Warrant, the term “Change in Control” shall mean (i) the sale of all or substantially all of the assets of the Company, (ii) the sale of more than fifty percent of the outstanding capital stock of the Company in a non-public sale, (iii) the dissolution or liquidation of the Company or (iv) any merger, share exchange, consolidation or other reorganization or business combination of the Company if immediately after such transaction either (A) persons who were directors of the Company immediately prior to such transaction do not constitute at least a majority of the directors of the surviving entity or (B) persons who hold a majority of the voting capital stock of the surviving entity are not persons who held a majority of the voting capital stock of the Company immediately prior to the transaction; provided, however, that the term “Change in Control” shall not include a public offering of capital stock of the Company that is effected pursuant to a registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended.

2.2. Dissolution . In the event of any dissolution of the Company following the transfer of all or substantially all of its properties or assets, the Company, prior to such dissolution, shall at its expense deliver or cause to be delivered the stock and other securities and property (including cash, where applicable) receivable in accordance with Section 2.1 by the Holder of the Warrants upon their exercise after the effective date of such dissolution pursuant to this Section 2.

2.3. Continuation of Terms . Upon any reorganization, consolidation, merger or transfer (and any dissolution following any transfer) referred to in this Section 2, this Warrant shall continue in full force and effect and the terms hereof shall be applicable to the Other Securities and property receivable on the exercise of this Warrant after the consummation of such reorganization, consolidation or merger or the effective date of dissolution following any such transfer, as the case may be, and shall be binding upon the issuer of any Other Securities, including, in the case of any such transfer, the person acquiring all or substantially all of the properties or assets of the Company, whether or not such person shall have expressly assumed the terms of this Warrant as provided in Section 3.

3. Extraordinary Events Regarding Common Stock . In the event that the Company shall (a) issue additional shares of Common Stock as a dividend or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock, or (c) combine its outstanding shares of the Common Stock into a smaller number of shares of the Common Stock, then, in each such event, the Purchase Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Purchase Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Purchase Price then in effect. The Purchase Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 3. The number of shares of Common Stock that the Holder of this Warrant shall thereafter, on the exercise hereof as provided in Section 1, be entitled to receive shall be adjusted to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 3) be issuable on such exercise by a fraction of which (a) the numerator is the Purchase Price that would otherwise (but for the provisions of this Section 3) be in effect, and (b) the denominator is the Purchase Price in effect on the date of such exercise.

4. Certificate as to Adjustments . In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on the exercise of the Warrants, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Purchase Price and the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the Holder of the Warrant and any Warrant Agent of the Company (appointed pursuant to Section 9 hereof).

5. Reservation of Stock, etc. Issuable on Exercise of Warrant; Financial Statements . The Company will at all times reserve and keep available, solely for issuance and delivery on the exercise of the Warrants, all shares of Common Stock (or Other Securities) from time to time issuable on the exercise of the Warrant.

6. Replacement of Warrant . On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity agreement or security reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender and cancellation of this Warrant, the Company at its expense, twice only, will execute and deliver, in lieu thereof, a new Warrant of like tenor.

7. Warrant Agent . The Company may, by written notice to the Holder of the Warrant, appoint an agent (a “Warrant Agent”) for the purpose of issuing Common Stock (or Other Securities) on the exercise of this Warrant pursuant to Section 1, and replacing this Warrant pursuant to Section 6, or any of the foregoing, and thereafter any such issuance or replacement, as the case may be, shall be made at such office by such Warrant Agent.

8. Transfer on the Company’s Books . Until this Warrant is transferred on the books of the Company, the Company may treat the registered holder hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.

9. Notices . All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur or (c) three business days after deposited in the mail if delivered pursuant to subsection (ii) above . The addresses for such communications shall be: (i) if to the Company to: 20411 SW Birch St. Ste. 250, Newport Beach, CA 92660, and (ii) if to the Holder, to the address in the Company books. The Company may change its address for notices but only to an address and fax number located in the United States.

10. Miscellaneous . This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. This Warrant shall be construed and enforced in accordance with and governed by the laws of New York. Any dispute relating to this Warrant shall be adjudicated in New York County in the State of New York. The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

IN WITNESS WHEREOF, t he Company has executed this Warrant as of the date first written above.

	ACCELERIZE INC.


	By:
	Name:	Brian Ross

	Title:	CEO

Witness:

Schedule 1 to Warrant Agreement

Name of Holder : Paul Dumais

Date of Grant of Warrant: November 9, 2017

Numb er of shares of Common Stock: up to 750,000

Ex ercise Price (per share): $0.50

Vesting: Quarterly over 3 years (vesting started as of October 1, 2016):

	January 1, 2017	8.33%
	April 1, 2017	16.33%
	July 1, 2017	25.00%
	October 1, 2017	33.33%
	January 1, 2018	41.66%
	April 1, 2018	50.00%
	July 1, 2018	58.33%
	October 1, 2018	66.66%
	January 1, 2019	75.00%
	April 1, 2019	83.33%
	July 1, 2019	91.66%
	October 1, 2019	100.00%

Provided, that vesting shall immediately cease upon the date of Holder ’s termination of employment (ex. Employee quits or is terminated by Company) with the Company and Holder shall thereafter only be entitled to acquire shares that have vested prior to such date and such right shall expire three months from the date of termination of employment (ex. Employee quits or is terminated by Company) . However, if Holder is terminated by Company for “cause”, as defined in Holder’s Employment Agreement, all vested and unvested warrants will immediately be forfeited by Holder.

Exhibit A

FORM OF SUBSCRIPTION

(to be signed only on exercise of Warrant)

TO: ACCELERIZE INC.

The undersigned, pursuant to the provisions set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check applicable box):

___ ________ shares of the Common Stock covered by such Warrant; or

The undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment takes the form of (check applicable box or boxes):

___ $__________ in lawful money of the United States; and/or

The undersigned requests that the certificates for such shares be issued in the name of, and delivered to whose address is

The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act, or pursuant to an exem ption from registration under the Securities Act.

Dated:

			(Signature must conform to name of holder
			as specified on the fact of the Warrant.)



			(Address)

Exhibit 4.3

FORM OF COMMON STOCK PURCHASE WARRANT

Right to Purchase up to 2,000,000 shares of Common Stock of Accelerize Inc. (subject to adjustment as provided herein)

FORM OF COMMON STOCK PURCHASE WARRANT

No. EW - 04

Issue Date: November 9, 2017

ACCELERIZE INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”), hereby certifies that, for value received, Anthony Mazzarella or its assigns (the “Holder”) is entitled, subject to the terms set forth below and Schedule 1 , to purchase from the Company at any time after the issue date (the “Issue Date”) until 5:00 p.m., E.S.T on the Fifth (5th) anniversary of the Issue Date (the “Expiration Date”), up to 2,000,000 fully paid and nonassessable shares of Common Stock at a per share purchase price of $0.50 in accordance with the vesting schedule and termination clauses set forth on Schedule 1. The aforedescribed purchase price per share, as adjusted from time to time as herein provided, is referred to herein as the “Purchase Price.” The number and character of such shares of Common Stock and the Purchase Price are subject to adjustment as provided herein. The Company may reduce the Purchase Price without the consent of the Holder.

As used herein the following terms, unless the cont ext otherwise requires, have the following respective meanings:

(a) The term “Company” shall include Accelerize Inc. and any corporation which shall succeed or assume the obligations of Accelerize Inc. hereunder.

(d) The term “Warrant Shares” shall mean the Common Stock issuable upon exercise of this Warrant.

1. Exercise of Warrant .

1.1. Number of Shares Issuable upon Exercise . From and after the Issue Date through and including the Expiration Date, the Holder hereof shall be entitled to receive, upon exercise of this Warrant in whole in accordance with the terms of subsection 1.2 or upon exercise of this Warrant in part in accordance with subsection 1.3, up to 2,000,000 of shares of Common Stock of the Company, subject to adjustment pursuant to Section 4 and subject to the vesting schedule and termination clauses set forth on Schedule 1.

1.4. Fair Market Value . Fair Market Value of a share of Common Stock as of a particular date (the “Determination Date”) shall mean:

2. Adjustments.

IN WITNESS WHEREOF, the Company has executed this Warrant as of the date first written above.

	ACCELERIZE INC.


	By:

	Name:	Brian Ross


	Title:	CEO

Witness:

Schedule 1 to Warrant Agreement

Name of Holder : Anthony Mazzarella

Date of Grant of Warrant: November 9, 2017

Numb er of shares of Common Stock: up to 2,000,000

Ex ercise Price (per share): $0.50

Vesting: Quarterly over 3 years (vesting started as of January 1, 2016):

	April 1, 2016	8.33%
	July 1, 2016	16.33%
	October 1, 2016	25.00%
	January 1, 2017	33.33%
	April 1, 2017	41.66%
	July 1, 2017	50.00%
	October 1, 2017	58.33%
	January 1, 2018	66.66%
	April 1, 2018	75.00%
	July 1, 2018	83.33%
	October 1, 2018	91.66%
	January 1, 2019	100.00%

Exhibit A

FORM OF SUBSCRIPTION

(to be signed only on exercise of Warrant)

TO: ACCELERIZE INC.

The undersigned, pursuant to the provisions set forth in the attached Warrant (No.____), hereby ir revocably elects to purchase (check applicable box):

___ ________ shares of the Common Stock covered by such Warrant; or

___ $__________ in lawful money of the United States; and/or

The undersigned requests that the certificates for such shares be issued in the name of, and delivered to whose address is

The undersigned represents and warrants that all offers and sales by the undersigned of the securities issu able upon exercise of the within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act, or pursuant to an exemption from registration under the Securities Act.

Dated:

			(Signature must conform to name of holder
			as specified on the fact of the Warrant.)



			(Address)

Exhibit 10.1

Restricted Stock Agreement

This Restricted Stock Award A greement (this “Agreement ”) is made and entered into as of July 1, 2017 (the “Grant Date ”) by and between Accelerize Inc. a Delaware corporation (the “Company ”), and [Director] (the “Grantee ”).

WHEREAS, the Company ’s Board of Directors (the “Board”) has determined that it is in the best interests of the Company and its shareholders to grant the award of Restricted Stock provided for herein.

NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:

1. Grant of Restricted Stock . The Company hereby issues to the Grantee on the Grant Date a restricted stock award consisting of, in the aggregate, 120,000 shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company (the “Restricted Stock ”), on the terms and conditions and subject to the restrictions set forth in this Agreement.

2. Consideration . The grant of the Restricted Stock is made in consideration of the services to be rendered by the Grantee to the Company as a director.

3. Restricted Period; Vesting .

3.1 Except as otherwise provided herein, provided that the Grantee remains in Continuous Service (as defined below) through the applicable vesting date, the Restricted Stock will vest in 4 equal quarterly increments commencing on July 1, 2017. For purposes of this Agreement, “Continuous Service” shall mean the Grantee remaining as a director of the Company.

The period over which the Restricted Stock vests is referred to as the “Restricted Period ”.

3.2 T he foregoing vesting schedule notwithstanding, if the Grantee's Continuous Service terminates for any reason at any time before all of his Restricted Stock has vested, the Grantee's unvested Restricted Stock shall be automatically forfeited upon such termination of Continuous Service and neither the Company nor any affiliate shall have any further obligations to the Grantee under this Agreement.

3.3 The foregoing vesting schedule notwithstanding, upon the occurrence of a Change in Control (as defined below), 100% of the unvested Restricted Stock shall vest as of the date of the Change in Control. For purposes of this Agreement, the term “Change in Control” shall mean (i) the sale of all or substantially all of the assets of the Company, (ii) the sale of more than fifty percent of the outstanding capital stock of the Company in a non-public sale, (iii) the dissolution or liquidation of the Company or (iv) any merger, share exchange, tender offer, share acquisition, consolidation or other reorganization or business combination of the Company if immediately after such transaction either (A) persons who were directors of the Company immediately prior to such transaction do not constitute at least a majority of the directors of the surviving entity or (B) persons who hold a majority of the voting capital stock of the surviving entity are not persons who held a majority of the voting capital stock of the Company immediately prior to the transaction; provided, however, that the term “Change in Control” shall not include a public offering of capital stock of the Company that is effected pursuant to a registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended.

3.4 Notwithstanding any provision of this Agreement to the contrary, if the Board determines, after full consideration of the facts, that:

(a) t he Grantee has been engaged in fraud, embezzlement or theft in the course of his involvement with the Company, has made unauthorized disclosure of trade secrets or other proprietary information of the Company or of a third party who has entrusted such information to the Company or has been convicted of a felony or any crime that reflects negatively upon the Company; or

(b) the Grantee has violated the terms of any noncompetition, nonsolicitation, confidentiality, nondisclosure or other agreement with the Company to which he is a party; or

(c) the involvement with the Company of the Grantee was terminated for “cause,” as defined in any agreement with the Grantee governing his Continuous Service, or if there is no such agreement, as determined by the Board, which may determine that “cause” includes among other matters the willful failure or refusal of the Grantee to perform and carry out his assigned duties and responsibilities diligently and in a manner satisfactory to the Board;

then as of the date of such act (in the case of (a) or (b)) or such termination (in the case of (c)), the Grantee shall forfeit the unvested Restricted Stock and the Company shall have the right to repurchase all or any part of the vested Restricted Stock, at a price equal to the lower of (x) $0.50 per share, or (y) the Fair Market Value (as defined below) of such shares at the time of repurchase. The decision of the Board as to the cause of the Grantee’s discharge and the damage done to the Company shall be final, binding and conclusive. No decision of the Board, however, shall affect in any manner the finality of the discharge of the Grantee by the Company. The “Fair Market Value” of a share of Common Stock at any particular date shall be determined according to the following rules: (i) if the Common Stock is listed or admitted to trading on a stock exchange, the Fair Market Value shall be the closing price of the Common Stock on the date in question, (ii) if the Common Stock is not at the time listed or admitted to trading on a stock exchange, the Fair Market Value shall be the closing bid price of the Common Stock on the date in question in the over-the-counter market; provided , however , that if the price of the Common Stock is not so reported, the Fair Market Value shall be determined in good faith by the Board.

4. Restrictions . Subject to any exceptions set forth in this Agreement, during the Restricted Period, the Restricted Stock or the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee without the prior written consent of the Board. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Stock or the rights relating thereto during the Restricted Period in contravention of this section shall be wholly ineffective and, if any such attempt is made, the Restricted Stock will be forfeited by the Grantee and all of the Grantee's rights to such shares shall immediately terminate without any payment or consideration by the Company.

5. Rights as Shareholder; Dividends .

5.1 The Grantee shall be the record owner of the Restricted Stock until the shares of Common Stock are sold or otherwise disposed of, and shall be entitled to all of the rights of a shareholder of the Company including, without limitation, the right to vote such shares and receive all dividends or other distributions pai d with respect to such shares. Notwithstanding the foregoing, any dividends or other distributions shall be subject to the same restrictions on transferability as the shares of Restricted Stock with respect to which they were paid.

5.2 The Company may issue stock certificates or evidence the Grantee's interest by using a restricted book entry account with the Company's transfer agent. Physical possession or custody of any stock certificates that are issued shall be retained by the Company until such time as the Restricted Stock vests.

5.3 If the Grantee forfeits any rights he has under this Agreement in accordance with Section 3, the Grantee shall, on the date of such forfeiture, no longer have any rights as a shareholder with respect to the Restricted Stock and shall no longer be entitled to vote or receive dividends on such shares.

6. No Right to Continued Service . This Agreement shall not confer upon the Grantee any right to be retained in any position, as an employee, consultant or director of the Company. Further, nothing in this Agreement shall be construed to limit the discretion of the Company to terminate the Grantee's Continuous Service at any time.

7. Adjustments . In the event that the outstanding shares of Common Stock are hereafter exchanged for a different number or kind of shares or other securities of the Company, by reason of a reorganization, recapitalization, exchange of shares, stock split, combination of shares or dividend payable in shares or other securities, a corresponding adjustment shall be made by the Board in the number of and/or kind of shares of Restricted Stock. Any such adjustment made by the Board shall be conclusive and binding upon all affected persons, including the Company and the Grantee. If the Restricted Stock is converted into or exchanged for, or stockholders of the Company receive by reason of any distribution in total or partial liquidation, securities of another corporation or other entity, or other property, pursuant to any merger or consolidation of the Company or acquisition of its assets, then the rights of the Company under this Agreement shall inure to the benefit of the Company’s successor and this Agreement shall apply to the securities received upon such conversion, exchange or distribution in the same manner and to the same extent as the Restricted Stock. Notwithstanding the foregoing, if the Restricted Stock is converted into cash pursuant to any such transaction, the Grantee will receive such cash free and clear of any restrictions imposed by this Agreement.

8. Tax Liability and Withholding .

8.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee, the amount of any required withholding taxes in respect of the Restricted Stock and to take all such other action as the Board deems necessary to satisfy all obligations for the payment of such withholding taxes. The Board may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means:

(a) tendering a cash payment;

(b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted Stock; provided, however , that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or

8.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ( “Tax-Related Items ”), the ultimate liability for all Tax-Related Items is and remains the Grantee's responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock to reduce or eliminate the Grantee's liability for Tax-Related Items.

9. Section 83(b) Election . The Grantee may make an election under Code Section 83(b) (a “Section 83(b) Election ”) with respect to the Restricted Stock. Any such election must be made within thirty (30) days after the Grant Date. If the Grantee elects to make a Section 83(b) Election, the Grantee shall provide the Company with a copy of an executed version and satisfactory evidence of the filing of the executed Section 83(b) Election with the US Internal Revenue Service. The Grantee agrees to assume full responsibility for ensuring that the Section 83(b) Election is actually and timely filed with the US Internal Revenue Service and for all tax consequences resulting from the Section 83(b) Election.

10. Compliance with Law . The issuance and transfer of shares of Common Stock shall be subject to compliance by the Company and the Grantee with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company's shares of Common Stock may be listed. No shares of Common Stock shall be issued or transferred unless and until any then applicable requirements of state and federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel. The Grantee understands that the Company is under no obligation to register the shares of Common Stock with the Securities and Exchange Commission, any state securities commission or any stock exchange to effect such compliance.

11. Legends . A legend may be placed on any certificate(s) or other document(s) delivered to the Grantee indicating restrictions on transferability of the shares of Restricted Stock pursuant to this Agreement or any other restrictions that the Board may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any applicable federal or state securities laws or any stock exchange on which the shares of Common Stock are then listed or quoted. All certificates representing unvested Restricted Stock shall have affixed thereto a legend in substantially the following form, in addition to any other legends that may be required under federal or state securities laws or pursuant to Section 12 below:

THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND RIGHTS TO PURCHASE SET FORTH IN A CERTAIN RESTRICTED STOCK AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED OWNER OF THESE SHARES (OR HIS PREDECESSOR IN INTEREST). SUCH AGREEMENT IS AVAILABLE FOR INSPECTION WITHOUT CHARGE AT THE OFFICE OF THE SECRETARY OF THE CORPORATION.

12. Representations and Warranties of the Grantee . The Grantee hereby represents and warrants to the Company as follows:

(a) The Grantee has the legal right and capacity to enter into this Agreement and fully understands the terms and conditions of this Agreement;

(b) The Grantee is acquiring the Restricted Stock for investment purposes only and not with a view to their resale or distribution; and

(c) The Grantee will, at the request of the Company, execute an agreement in a form acceptable to the Company to the effect that the Restricted Stock shall be subject to any underwriter’s lock-up agreement in connection with a public offering of any securities of the Company that may from time to time apply to shares held by directors of the Company.

13. Notices . Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Secretary of the Company at the Company's principal corporate offices. Any notice required to be delivered to the Grantee under this Agreement shall be in writing and addressed to the Grantee at the Grantee's address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.

14. Governing Law . This Agreement will be construed and interpreted in accordance with the laws of the State of Delaware without regard to conflict of law principles.

15. Interpretation . Any dispute regarding the interpretation of this Agreement shall be submitted by the Grantee or the Company to the Board for review. The resolution of such dispute by the Board shall be final and binding on the Grantee and the Company.

16. Successors and Assigns . The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Grantee and the Grantee's beneficiaries, executors, administrators and the person(s) to whom the Restricted Stock may be transferred by will or the laws of descent or distribution.

17. Severability . The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each provision of this Agreement shall be severable and enforceable to the extent permitted by law.

18. Discretionary Nature . The grant of the Restricted Stock in this Agreement does not create any contractual right or other right to receive any Restricted Stock or other awards in the future. Future awards, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of this Agreement shall not constitute a change or impairment of the terms and conditions of the Grantee's employment with the Company.

19. Amendment . The Board has the right to amend, alter, suspend, discontinue or cancel the Restricted Stock, prospectively or retroactively; provided, that , no such amendment shall adversely affect the Grantee's material rights under this Agreement without the Grantee's consent.

20. No Impact on Other Benefits . The value of the Grantee's Restricted Stock is not part of his normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.

21. Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.

22. Acceptance . The Grantee hereby acknowledges receipt of a copy of this Agreement. The Grantee has read and understands the terms and provisions thereof, and accepts the Restricted Stock subject to all of the terms and conditions of this Agreement. The Grantee acknowledges that there may be adverse tax consequences upon the grant or vesting of the Restricted Stock or disposition of the underlying shares and that the Grantee has been advised to consult a tax advisor prior to such grant, vesting or disposition.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

ACCELERIZE INC.

By: ________________________

Name:

Title:

Director

By: ________________________

Name:

Exhibit 10.5

EMPLOYMENT AGREEMENT

This Employment Agreement (the “ Agreement ”) is dated as of November 9, 2017(the “ Effective Date ”) by and between Accelerize Inc., a Delaware corporation (the “ Company ”), and Paul Dumais (“ Employee ”). Company and Employee may hereinafter be collectively referred to as the Parties and individually as a Party.

1. Term and Termination . Employee’s employment shall be “at will,” meaning that notwithstanding anything to the contrary herein, Parties shall have the right to terminate Employee’s employment under this Agreement at any time without cause by giving notice of such termination to the other Party. Section 6 of this Agreement shall continue in full force and effect during any period of employment and shall survive the termination of employment.

2. Duties . Employee shall be employed in the position of Senior Vice President Product Development and Executive Officer. Employee shall (a) perform all duties incident to such offices, and (b) perform such other tasks, consistent with Employee’s position with the Company, as may from time to time be assigned to Employee by his/her supervisor.

3. Compensation . During the Term, Employee shall receive an annual base salary (the “ Annual Base Salary ”) of Two Hundred and Forty Thousand Dollars ($240,000.00), which equates to Ten Thousand Dollars ($10,000.00) per pay period. Employee is an exempt salary employee, and therefore will not be entitled to any overtime pay. The Annual Base Salary shall be payable in accordance with the Company’s payroll practices as in effect from time to time, subject to applicable withholding and other taxes.

4. Additional Benefits .

(a ) Business Expenses . The Company shall reimburse Employee for all reasonable and necessary business expenses incurred by Employee in connection with Employee’s employment by the Company.

(b) Vacation Days . Employee will be allowed vacation days as dictated by the Employee Handbook.

(c) Benefit Plans and Programs . During the Term, Employee will be eligible to participate in Company’s sponsored health insurance plan.

(d) Stock Option Plan . Employee shall, to the extent Employee is otherwise eligible, be entitled to participate in the Company’s stock option plan (the “ Stock Option Plan ”); provided that any grant of options shall be subject to vesting and other terms and conditions as may be determined by the Board.

5. Death . In the event of Employee’s death this Agreement shall terminate and Company shall be under no obligation to make any further payments whatsoever under this Agreement, except that Employee’s executors, administrators, or other legal representatives shall be entitled to receive any Payable Amounts.

6. Restrictions . Employee acknowledges that the business in which the Company is engaged is highly competitive. Employee further acknowledges that Employee will acquire extensive confidential information and knowledge of the business of the Company, and will develop relationships with, and/or acquire knowledge of, customers, clients, employees, sales agents, middlemen and suppliers of or to the Company and its subsidiaries and affiliates. In light of the foregoing, Employee agrees as follows:

(a) Confidentiality .

(i) During the time of Employment and thereafter for a period of three (3) years, Employee agrees to hold in strictest confidence, and not to use, except for the benefit of the Company and within the scope of Employee’s employment, or to disclose (except as required by law) to any person or entity, any Confidential Information of the Company. Employee understands that “ Confidential Information ” means (1) any and all information, in whatever form, whether reduced to writing, maintained on any form of electronic media, or maintained in mind or memory, received by Employee or generated by Employee on behalf of the Company relating to the current or prospective business, research and development activities, products, technology, strategy, organization and/or finances of the Company, or of third parties (including affiliates, vendors, suppliers and customers) with which the Company has a business relationship and (2) any other information, in whatever form, designated by the Company as confidential, in either case, whether disclosed to, or obtained by, Employee prior or subsequent to the date of this Agreement. Confidential Information shall include without limitation customer lists, database information, samples, demonstration models or materials and other embodiments of products or prospective products, software and other technology, projections, existing and proposed projects or experiments, processes and methodologies and trade secrets and all Developments, as defined below, but excluding (A) information that the Company deliberately and voluntarily makes publicly available and (B) information disclosed by Employee to comply with a court, or other lawful compulsory, order compelling Employee to do so, provided Employee gives the Company prompt notice of the receipt of such order and disclosure is limited only to disclosure necessary for such purpose. Employee specifically acknowledges that: the Confidential Information derives independent economic value from not being readily known to, or ascertainable by proper means by, others; that the Company has expended considerable sums and efforts to develop such Confidential Information; reasonable efforts have been made by the Company to maintain the secrecy of such information; and that such information is the sole property of the Company or its affiliates, vendors, suppliers, or customers and that any retention, use or disclosure of such Confidential Information by Employee during the time of Employment (except in the course of performing Employee’s duties under this Agreement) or any time thereafter, shall constitute a violation of this Agreement and the misappropriation of the trade secrets and Confidential Information of the Company or its affiliates, vendors, suppliers, or customers.

(ii) Employee recognizes that the Company has received and in the future will receive Confidential Information of and from other companies subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. Employee agrees to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person or entity or to use it except as necessary in performing Employee’s duties under this Agreement and in a manner consistent with the Company's obligations to such companies.

(iii) Employee agrees that all Confidential Information, in any form, shall be and remain the sole and exclusive property of the Company and that immediately upon the termination of Employee’s employment, or at any other time that the Company may request, Employee shall deliver all Confidential Information in Employee’s control to the Company or, if instructed to do so by the Company, Employee will delete or destroy all Confidential Information in Employee’s control.

(b) Assignment of Work Product .

(i) If at any time during the time of Employment or thereafter, Employee has made or shall make (either alone or with others, and whether before or after the date of this Agreement), conceive, create, discover, invent or reduce to practice any invention, design, development, improvement, process, software program, work of authorship, or technique, in whole or in part which results from any work which Employee may do for or at the request of the Company, whether or not conceived by Employee while on holiday, on vacation, or off the premises of the Company, whether or not patentable or registrable under copyright or similar laws (herein called “ Developments ”) that (a) relate to the business of the Company or any of the products or services being developed, manufactured or sold by the Company, or (b) result directly or indirectly from tasks assigned to Employee by the Company or (c) result from the use of premises or property (whether tangible or intangible) owned, leased or contracted for by the Company, such Developments and all rights and interests therein and all records relating to such Developments shall be the sole and absolute property of the Company. Employee shall promptly disclose to the Company each such Development and Employee shall deliver to the Company all records relating to each such Development. Employee hereby assigns any rights (including, but not limited to, any rights under patent law and copyright law or other similar laws) that Employee may have or acquire in the Developments to the Company, without further compensation. Where applicable, all Developments which are copyrightable works shall be works made for hire. To the extent any such work of authorship may not be deemed to be a work made for hire, Employee agrees to, and does hereby, irrevocably, perpetually and unconditionally transfer and assign to the Company all right, title, and interest including copyright in and to such work without further compensation.

(ii) Employee will, during the time of Employment and at all times thereafter, at the request and cost of the Company, promptly sign all such assignments, applications and other documents, and take such other actions, as the Company and its duly authorized agents may reasonably require: (A) to evidence the Company’s ownership of any Development and to apply for, obtain, register and vest in the name of the Company, or renew, patents, copyrights, trademarks or other similar rights for any Development in any country throughout the world and (B) to initiate or defend any judicial, administrative or other proceedings in respect of such patents, copyrights, trademarks or other similar rights.

(iii) In the event the Company is unable, after reasonable effort, to secure Employee’s signature for such purposes for any reason whatsoever, Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Employee’s agents and attorneys-in-fact, to act for and in Employee’s name, behalf and stead, to execute and file any such assignments, applications or other documents and to do all other lawfully permitted acts to further the obtaining and protection of such patents, copyright or trademark registrations or other rights with the same legal force and effect as if executed by Employee.

(iv) Employee represents and warrants that (A) Employee does not have any pre-existing inventions that relate to the business of the Company and all inventions that Employee has made and owns the intellectual property rights to as of the Effective Date that relate to the business of the Company shall be considered Developments and are subject to the terms of Section 6(b) and (B) all Developments that Employee has developed or with respect to which Employee has been associated while employed by the Company are the sole property of the Company and that there are no other claims or ownership rights in such property with respect to any other party.

(f) Return of Property . Upon the termination of the Employee’s employment or at any other time upon written request by the Company, Employee shall promptly deliver to the Company all records, files, memoranda, designs, data, reports, drawings, plans, computer programs, software and other documents (and all copies or reproductions for such materials in Employee’s possession or control) belonging to the Company, including, without limitation, all Developments and/or Confidential Information and anything relating thereto.

(g) For the purposes of this Section 6 , “ Company ” shall mean the Company and its subsidiaries and controlled affiliates.

7. Conflict of Interest and Moonlighting . Employee shall devote substantially all of Employee’s business time, labor, skill, and best ability to the performance of Employee’s duties hereunder in a manner which will faithfully and diligently further the business and interests of the Company. During the Term, Employee shall not directly or indirectly pursue any other significant business activity; provided, however, that Employee may serve on civic or other charitable boards or committees and manage personal investments, so long as such activities do not interfere in any material respect with the performance of Employee’s duties and responsibilities hereunder.

8. General .

(a) Notices . Any notice or any other communication required or permitted to be given hereunder shall be in writing and shall be sufficiently given (i) when delivered by personal delivery or by nationally recognized overnight courier; or (ii) two days after sending by registered mail, postage prepaid, return receipt requested, to the party entitled thereto at the address stated below.

(A) To Company:

2 0411 SW Birch Street, Ste. 250

Newport Beach, CA 9266 0

Attn: Damon Stein

(B) To Paul Dumais:

Address on the Company Books

(b) No Conflict . Employee represents that Employee’s performance of all of the terms of this Agreement does not and will not conflict with or breach any agreement Employee has with any other party.

(c) Waivers . Any waiver by the Company of any provision of this Agreement shall not operate or be construed as a waiver of this Agreement or of any subsequent breach of such provision or any other provision.

(d) Survival of Terms . Employee’s obligations under Section 6 of this Agreement shall survive the termination of this Agreement for any reason whatsoever regardless of the manner of such termination and shall be binding upon Employee’s heirs, executors, administrators and legal representatives.

(e) Successors and Assigns . This Agreement shall inure to the benefit of and be enforceable by the Company’s successors or assigns.

( f) Scope of Restrictions . Employee agrees that the unenforceability of any one clause of this Agreement shall in no way impair the enforceability of any of the other clauses. If any of the provisions of this Agreement shall for any reason be held to be excessively broad as to scope, activity, subject or otherwise, the parties hereto agree that such provisions shall be construed by the appropriate judicial body by limiting or reducing them, so as to be enforceable to the maximum extent legally permissible.

(g) Remedies . Employee agrees that any breach or threatened breach of Section 6 of this Agreement would result in irreparable harm to the Company; therefore, in addition to its other remedies at law or in equity, the Company shall be entitled to injunctive or other equitable relief in order to enforce or prevent any violations of the provisions of Section 6, without the posting of any bond.

(h) Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of law provisions.

(i) Entire Agreement; Amendment . This Agreement constitutes the entire agreement between the Company and Employee with respect to the subject matter hereof (except with respect to the Company’s stock options) and supersedes all prior discussions, promises, negotiations and agreements (whether written or oral). The parties agree that the Stock Option Plan governs the terms of the Company’s stock options and if any provisions of this Agreement conflict with the terms of the Stock Option Plan, the terms of the Stock Option Plan shall govern. This Agreement may be amended or modified only by a written agreement executed by the Company and Employee.

(j) Tax Withholding . The Company may withhold from any amounts payable under this Agreement or otherwise all federal, state, city, or other taxes as may be required pursuant to any law or governmental regulation or ruling.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed or caused to be executed this Agreement as of the date first above written.

	EMPLOYEE:



	/s/ Paul Dumais
	Paul Dumais



	ACCELERIZE INC.


	By:	/s/ Brian Ross
	Name:	Brian Ross
	Title:	CEO

Exhibit 10.6

AMENDMENT NO. 1 TO

EMPLOYMENT AGREEMENT

This Amendment No. 1 (this "Amendment") to an Employment Agreement (the "Employment Agreement") entered as of November 9, 2012, by and between Accelerize Inc., a Delaware corporation with headquarters at 20411 SW Birch St. Ste. 250, Newport Beach, CA 92660 (the “Company”), and Damon Stein, a natural person, residing at 236 Mabery Road, Santa Monica, CA 90402 (the “Employee”), is entered as of this 9th day of November 2017. Each of the Company and the Employee may be referred to hereinafter as a "Party" and collectively, the "Parties".

WHEREAS, the Parties have entered the Employment Agreement as of November 9, 2012; and

WHEREAS, the Parties now wish to adjust the Term of the Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

Section 1 of the Employment Agreement is hereby replaced in its entirety with the following:

1. Term . The Company employs Employee, subject to the terms and conditions of this Agreement, through the earlier of December 31, 2019 or such date as this Agreement shall terminate or expire as provided herein (the “Term”).

All other terms and conditions of the Employment Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed or caused to be executed this Agreement as of the date first above written.

EMPLOYEE:

/s/ Damon Stein

Damon Stein

ACCELERIZE INC.

By: /s/ Brian Ross

Name: Brian Ross

Title: Chief Executive Officer

Exhibit 10.7

Fifth Amendment

Loan And Security Agreement ,

Limited Waiver and Consent

THIS FIFTH AMENDMENT to LOAN AND SECURITY AGREEMENT , LIMITED WAIVER AND CONSENT (this “ Amendment ”) is entered into as of November 8, 2017, by and between ACCELERIZE INC. , a Delaware corporation (“ Borrower ”) and SAAS CAPITAL FUNDING II , LLC , a Delaware limited liability company (“ Lender ”).

Recitals

A. Lender and Borrower have entered into that certain Loan and Security Agreement dated as of May 5, 2016, as amended by that certain First Amendment to Loan and Security Agreement, dated as of November 29, 2016, as further amended by that certain Second Amendment to Loan and Security Agreement, dated as of May 5, 2017, as further amended by that certain Third Amendment to Loan and Security Agreement, dated as of June 16, 2017 and as further amended by that certain Fourth Amendment to Loan and Security Agreement, dated as of August 14, 2017 (and as it may be further amended, modified, supplemented or restated from time to time prior to the date hereof, the “ Loan Agreement ”).

B. Lender has extended credit to Borrower for the purposes permitted in the Loan Agreement.

C. Borrower has requested that Lender agree to (i) amend certain provisions of the Loan Agreement, (ii) waive certain defaults and Events of Default under the Loan Agreement and (iii) consent to the Subordinated Debt Modifications (as hereinafter defined).

D. Lender has agreed to (i) amend certain pr ovisions of the Loan Agreement, (ii) waive certain defaults and Events of Default under the Loan Agreement and (iii) consent to the Subordinated Debt Modifications, but, in each case, only to the extent, in accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth below.

Agreement

Now, Therefore, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1. Definitions. Capitalized terms used but not defined in this Amendment shall have the respective meanings given to such terms in the Loan Agreement.

2. Amendments to Loan Agreement.

2.1 The following new section 6.1 9 of the Loan Agreement shall be added:

6.19 Success Fee . Borrower shall pay Lender a success fee (the “Success Fee”) equal to Three Hundred Seventy-Five Thousand Dollars ($375,000.00) upon the irrevocable payment in full of all outstanding Advances (whether pursuant to a pre-payment or upon maturity, whether by acceleration or otherwise) of all Notes representing all outstanding Advances), provided that such payment in full occurs either in connection with or following the termination of the commitment of Lender to make Advances under the Loan Agreement.

2.2 Schedule 1 to the Loan Agreement shall be amended by adding the following definitions for “ Fifth Amendment ”, “ F if th Amendment Effective Date ” and “ Success Fee ” in their appropriate alphabetical places:

“ Fifth Amendment ” means that certain Fifth Amendment to Loan and Security Agreement, Limited Waiver and Consent, between Borrower and Lender, dated as of November 8, 2017.

“ Fifth Amendment Effective Date ” means the date that all of the conditions to the effectiveness of the Fifth Amendment have been either satisfied by Borrower or waived in writing by Lender.

“ Success Fee ” is defined in Section 6.19 of this Agreement.

2.3 Schedule 6.17 of the Loan Agreement is hereby amended to delete paragraph (i) (“Minimum Adjusted EBITDA”) in its entirety and replace it with the following:

i. Minimum Adjusted EBITDA . Borrower shall not suffer or permit its average Adjusted EBITDA per month for any three (3) consecutive calendar months, with each such month’s Adjusted EBITDA to be calculated as of the last day of such month to exceed the amounts set forth below for the periods set forth below (numbers in parentheses are negative):

Period	Minimum Adjusted EBITDA
October 1, 2017 through October 31, 2017	($170,000)
November 1, 2017 to December 31, 2017	( $150,000)
January 1, 2018 through May 31, 2018	( $100,000)
June 1, 2018 through August 31, 2018	($50,000)
September 1, 2018 and at all times thereafter	$0

2.4 Schedule 6.17 of the Loan Agreement is hereby amended to add a new paragraph (iii) as follows:

(iii) Minimum Liquidity . Beginning on January 31, 2018, and at all times thereafter, Borrower shall not suffer or permit its cash balance as set forth on its month-end balance sheet under the line item “Cash” to be less than $600,000, tested as of the last day of each calendar month.

3. Limited Waiver .

3.1 Failure to Comply with Financial Covenant . Borrower acknowledges that during the month of September 30, 2017, it failed to comply with the financial covenant set forth in paragraph (i) on Schedule 6.17 of the Loan Agreement resulting in an Event of Default under Section 8.2.1 of the Loan Agreement (the “ Specified Default ”).

3.2 Limited Waiver of Specified Default . Subject to the satisfaction of the conditions set forth in Section 1 1 hereof, Lender hereby temporarily waives, on a one time only basis, the Specified Default, from the date hereof until the earliest of (a) a default or breach by the Borrower of any term, agreement or covenant under this Amendment (except for the Specified Default) or (b) the occurrence of an Event of Default under the Loan Agreement or any other Loan Document (other than the Specified Default) (the “ Waiver Termination Date ”). This specific waiver applies only to the Specified Default and only for the period and for the express circumstances described above. This specific waiver shall not be construed to constitute (i) a waiver of any other event, circumstance or condition or of any other right or remedy available to Lender pursuant to the Loan Agreement or any other Loan Document or (ii) a course of dealing or a consent to any departure by the Borrower from any other term or requirement of the Loan Agreement. Immediately upon the occurrence of the Waiver Termination Date, the Specified Default and any other Event of Default which has occurred after the date hereof shall continue to exist and all of the rights and remedies available to Lender under the Loan Agreement and the other Loan Documents and at law, in equity or otherwise will be available to Lender without restriction, limitation or modification of any kind, as if the temporary limited waiver under this Amendment had not occurred.

4. Consent .

4.1 Subordinated Debt Modifications . Borrower has notified Lender that, Borrower and Agility Capital II, LLC (“ Agility Capital ”) plan to amend that certain Loan Agreement dated as of March 11, 2016, between Borrower and Agility Capital (as amended, the “ Junior Loan Agreement ”) to, among other things, advance an additional loan in the original principal amount of Three Hundred Thousand Dollars ($300,000) from Agility Capital to Borrower (the “ Additional Agility Loan ”), and extend the maturity date under the Junior Loan Agreement (collectively, the “ Subordinated Debt Modifications ”). The Loan Agreement and that certain Subordination Agreement, dated as of May 5, 2016, among Borrower, Lender and Agility Capital (the “ Subordination Agreement ”), prohibit, among other things, the Subordinated Debt Modifications without the prior written consent of Lender. Borrower is requesting the consent of Lender to the Subordinated Debt Modifications.

4.2 Consent to Subordinated Debt Modifications . Lender hereby consents to the Subordinated Debt Modifications, and this Amendment shall serve as evidence of Lender’s consent to the Subordinated Debt Modifications, on the conditions that (a) after giving effect to the terms of this Amendment, no Event of Default shall exist under the Loan Agreement or any other Loan Document, and (b) the conditions to the effectiveness of this Amendment have been either satisfied by Borrower or waived in writing by Lender. Except as otherwise expressly specified in this Amendment, the Loan Agreement and the Subordination Agreement shall remain in full force and effect and shall be unaffected hereby. The consent granted herein (i) is not intended to, nor shall it, establish any course of dealing between Borrower and Lender that is inconsistent with the express terms of the Loan Agreement or the Subordination Agreement, and (ii) shall not operate as a waiver or amendment of any other right, power or remedy of Lender under the Loan Agreement or the Subordination Agreement, or constitute a continuing consent of any kind. The consent requested by Borrower and granted by Lender hereunder relates solely to the items set forth in this Section 4. No further consent has been requested or granted.

5. Limitations.

5.1 The amendments set forth in Section 2 above are effective solely for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document other than as expressly set forth in Section 3.2 herein, or (b) otherwise prejudice any right or remedy which Lender may now have or may have in the future under or in connection with any Loan Document.

5.2 This Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.

6. Representations and Warranties. To induce Lender to enter into this Amendment, Borrower hereby represents and warrants to Lender as follows:

6.1 Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents, are true, accurate and complete as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is continuing;

6.2 Borrower has the power and authority to execute and deliver this Amendment and to perform its obligations under this Amendment and the Loan Agreement, as amended by this Amendment;

6.3 The organizational documents of Borrower delivered to Lender on or about May 5, 2016, remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;

6.4 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under this Amendment and the Loan Agreement, as amended by this Amendment, have been duly authorized;

6.5 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under this Amendment and the Loan Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any contractual restriction with a Person binding on Borrower, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower;

6.6 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under this Amendment and the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on Borrower, except as already has been obtained or made;

6.7 This Amendment has been duly executed and delivered by Borrower and each of this Amendment and the Loan Agreement as amended by this Amendment, is the binding obligation of Borrower, enforceable against Borrower in accordance with its respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights; and

6.8 Borrower has not assigned the Loan Agreement or any of its rights or obligations (including, without limitation, the Obligations) thereunder.

7. Counterparts. This Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument. The exchange of copies of this Amendment and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Amendment as to the parties hereto and may be used in lieu of the original Amendment for all purposes.

8. Expenses. Without limitation of the terms of the Loan Documents, and as a condition to the effectiveness of this Amendment, Borrower shall reimburse Lender for all its costs and expenses (including reasonable attorneys’ fees and expenses) incurred by Lender in connection with this Amendment or that are otherwise outstanding. Lender, at its discretion, is authorized (x) to charge said fees, costs and expenses to Borrower’s loan account or any of Borrower’s deposit accounts or (y) to directly invoice Borrower for such fees, costs and expenses.

9. No Third Party Beneficiaries. This Amendment does not create, and shall not be construed as creating, any rights enforceable by any person not a party to this Amendment.

10. Loan Documents; Indemnity. For purposes of clarity and not by way of limitation, Borrower and Lender acknowledge and agree that this Amendment is one of the Loan Documents and that the indemnification provided pursuant to Section 12.2 of the Loan Agreement applies hereto.

11. Effectiveness. This Amendment shall be deemed effective and the waivers set forth herein are and conditioned upon (a) the due execution and delivery of this Amendment by each party hereto, (b) the due execution and delivery of a Subordinated Creditor Acknowledgment and Agreement, dated as of the date hereof, by Agility Capital in favor of Lender, (c) the delivery of a true, accurate and complete copy of the Third Amendment to Loan Agreement, dated as of the date hereof, between Borrower and Agility Capital, in form and substance reasonably satisfactory to Lender, duly executed by the parties thereto, (d) the receipt by Borrower of the net proceeds of the Additional Agility Loan from Agility Capital, and (e) the payment by Borrower of the fees and expenses set forth in Section 8 above.

[Signatures on next page]

In Witness Whereof, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

LENDER

BORROWER

SAAS CAPITAL FUNDING II , LLC

By: /s/ Todd Gardner

Name: Todd Gardner

Title: President

ACCELERIZE INC .

By: /s/ Anthony Mazzarella

Name: Anthony Mazzarella

Title: Chief Financial Officer

Signature page to

Fifth Amendment to Loan and Security Agreement,

Limited Waiver and Consent

SUBORDINATED CREDITOR

ACKNOWLEDGMENT AND AGREEMENT

The undersigned (a) consents and agrees to and acknowledges the terms of the foregoing Amendment, (b) acknowledges and agrees to any amendment to its obligations in respect of the Subordination Agreement made pursuant to the Amendment, (c) acknowledges and agrees that its obligations in respect of the Subordination Agreement are not released, diminished, waived, modified or impaired in any manner by the Amendment or any of the provisions contemplated therein, (d) ratifies and confirms its obligations under the Subordination Agreement, and (e) acknowledges and agrees that the Additional Agility Loan shall constitute “Subordinated Debt” under the Subordination Agreement, subject to the terms and conditions thereunder. Capitalized terms used but not defined in this Subordinated Creditor Acknowledgment and Agreement shall have the respective meanings given to such terms in the Amendment.

In Witness Whereof, the undersigned has caused this Subordinated Creditor Acknowledgment and Agreement to be duly executed and delivered as of the date first written above.

	AGILITY CAPITAL II, LLC

	By:	/s/ Jeffrey S. Carmody
	Name:	Jeffrey S. Carmody
	Title:	Managing Partner

Signature page to

Subordinated Creditor Acknowledgment and Agreement

Exhibit 10.8

THIRD AMENDMENT
TO
LOAN AGREEMENT

This Third Amendment to Loan Agreement (the “Amendment”) is entered into as of November 8, 2017 by and between Agility Capital II, LLC (“Lender”) and Accelerize Inc. (“Borrower”).

RECITALS

Borrower and Lender are parties to that certain Loan Agreement dated as of March 11, 2016 and as amended from time to time, including pursuant to that certain First Amendment to Loan and Security Agreement dated as of November 29, 2016 and that certain Consent to Waiver of Loan Agreement dated as of August 14, 2017 (collectively, the “Agreement”). The parties desire to amend the Agreement in accordance with the terms of this Amendment.

NOW, THEREFORE, the parties agree as follows:

1. The outstanding principal balance of the Advance owing to Lender under the Agreement as of the date hereof is $325,000. On the date hereof, Lender shall make an additional loan to Borrower in the amount of $300,000 (the “Additional Loan”), which shall be deemed an “Advance” under the Agreement, such that after giving effect to the making of the Additional Loan, the aggregate principal amount of the Advance owing to Lender shall be $625,000.

2. Borrower shall continue to make principal and interest payments on account of the Advance (as modified herein) in accordance with the terms set forth in Section 1 of the Agreement.

3. The Maturity Date set forth on the first page of the Agreement and in Section 1(f) of the Agreement is hereby modified to be December 31, 2018.

4. On the date hereof, a loan modification fee in the amount of $ 125,000 is fully earned and non-refundable, shall be deducted from the proceeds of the Additional Loan.

5. Lender acknowledges and agrees that, in consideratio n of the foregoing, for the 180 day period beginning with the date hereof, Lender shall not sell any of the 519,252 shares of Borrower’s common stock currently owned by Lender without the prior written consent of Borrower.

6. Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Lender under the Agreement, as in effect prior to the date hereof. Borrower ratifies and reaffirms the continuing effectiveness of all agreements entered into in connection with the Agreement.

7. Borrower represents and warrants that the representations and warranties contained in the Agreement are true and correct as of the date of this Amendment, and that no Event of Default has occurred and is continuing.

8. This Amendment 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.

9. As a condition to the effectiveness of this Amendment, Lender shall have received, in form and substance satisfactory to Lender, the following:

(a) this Amendment, duly executed by Borrower;

(b) corporate resolutions and incumbency certificate;

(c) consent from SaaS Capital;

(d) payment of the loan modification fee set forth above plus all of Lender’s expenses incurred through the date of this Amendment; and

(e) such other documents, and completion of such other matters, as Lender may reasonably deem necessary or appropriate.

[ signature page follows]

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above written.

	ACCELERIZE INC.



	By:	/s/ Anthony Mazzarella

	Name:	Anthony Mazzarella

	Title:	CFO

	AGILITY CAPITAL II, LLC



	By:	/s/ Jeffrey S. Carmody

	Name:	Jeffrey S. Carmody

	Title:	Managing Partner

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 quarterly report on Form 10-Q for the quarter ended September 30, 2017 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 t o 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 include d 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 desig ned 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 ef fectiveness 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 in formation; 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: November 14, 2017

/s/ Brian Ross

Brian Ross

President an d 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, Anthony Mazzarella, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2017 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: November 14, 2017

/s/ Anthony Mazzarella

Anthony Mazzare lla

Chief Financial Officer

(Principal Financial Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report (the “ Report”) of Accelerize Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2017 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: November 14, 2017	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,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report (the “ Report”) of Accelerize Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2017 as filed with the Securities and Exchange Commission on the date hereof, I, Anthony Mazzarella, 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 Exchan ge 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: November 14, 2017	By: /s/ Anthony Mazzarella
	Anthony Mazzarella
	Chief Financial Officer
	(Principal Financial Officer)