Third Amending Agreement between Accelerize Inc. and Beedie Investments Limited, dated as of August 31, 2018

1.

Amendments to Credit Agreement

1.1

The Credit Agreement is hereby amended as of the date that the conditions precedent in Section 3 herein have been satisfied or waived by the Lenders (the "Effective Date") as follows:

(a)

The definition of “Commitment Fee” in Section 1.1 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

(b)

The following is added to the definitions in Section 1.1 of the Credit Agreement:

(c)

The following is added to the definitions in Section 1.1 of the Credit Agreement:

(d)

The definition of “Permitted SaaS Debt” in Section 1.1 of the Credit Agreement is amended by deleting “US $7,500,000” and replacing it with “the Priority Cap”.

(e)

The following is added to the definitions in Section 1.1 of the Credit Agreement:

(f)

The following is added to the definitions in Section 1.1 of the Credit Agreement and shall constitute a “Subsequent Tranche” under the Credit Agreement:

(g)

The following is added to the definitions in Section 1.1 of the Credit Agreement:

(h)

The following is added as Section 2.7 of the Credit Agreement:

(i)

The first sentence of Section 4.4 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

(j)

Section 6.1(b) of the Credit Agreement is amended by deleting “Commitment Fee” in such section and replacing it with “First Tranche Commitment Fee”.

(k)

Section 6.2(a) of the Credit Agreement is waived in respect of the Second Tranche; provided that such waiver shall not be construed as a permanent waiver of such Section;

(l)

Section 8.3(h) of the Credit Agreement is amended by deleting “Section 8.3(f)” and replacing it with “Section 8.3(g)”.

(m)

Section 8.4(a) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

“(a)

Minimum Adjusted EBITDA. 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 such periods (numbers in parentheses are negative):

(n)

Section 8.4(b) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

“(b)

Revenue Renewal Rate. The Borrower shall not permit its average Revenue Renewal Rate per month for any three (3) consecutive calendar months, with each such month’s Revenue Renewal Rate calculated at the end of such month within the Term and excluding from the calculation all historical revenue relating to the former client known as GlobalWide Media, (i) for the months of May 2018, June 2018, July 2018 and August 2018, to be less than seventy-five percent (75%), (ii) for the months of September 2018, October 2018, November 2018, December 2018, January 2019 and February 2019, to be less than seventy-two and one-half percent (72.5%), and (iii) for any other month, to be less than eighty percent (80%).”

(o)

Section 8.4(d) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

“(d)

Total Debt to MRR. Maintain Total Debt to MRR calculated on a consolidated basis for the Loan Parties of not more than:

(p)

Section 8.4(f) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

“(f)

Secured Debt to MRR. Maintain Secured Debt to MRR calculated on a consolidated basis for the Loan Parties of not more than:

(q)

The following is added as Section 8.2(h) of the Credit Agreement:

(r)

It shall be an “Event of Default” under the Credit Agreement if the advance of the remaining principal amount of the Second Junior Unsecured Debt Tranche of US $500,000 is not made by September 14, 2018 pursuant to Section 1.1(s) of this Third Amending Agreement.

(s)

Section 1.1(f) of the First Amending Agreement is hereby deleted in its entirety and replaced with the following:

(i)

unsecured debt of the principal amount of US $3,500,000 (the “Junior Unsecured Debt”) shall constitute “other Subordinated Obligations approved in writing by the Lender in its sole discretion” and “Permitted Funded Debt”, provided that (A) the Borrower incurs such Junior Unsecured Debt by way of money borrowed, (B) a principal amount of US $2,000,000 of the Junior Unsecured Debt is funded in the principal amount of US $1,500,000 on May 31, 2018 and in the remaining principal amount of US $500,000 on or before June 30, 2018, (C) a principal amount of US $1,500,000 (the “Second Junior Unsecured Debt Tranche”) of the Junior Unsecured Debt is funded in the principal amount of at least US $1,000,000 on or before the Second Tranche is advanced and in the remaining principal amount of US $500,000 on or before September 14, 2018; (D) no agreement evidencing or relating to the Junior Unsecured Debt (each, a “Junior Debt Document”) contains any financial covenants, (E) the Borrower causes such Junior Unsecured Debt to be subordinated and postponed on terms satisfactory to the Lender pursuant to the Subordination and Postponement Agreement (as defined below) and (F) except as provided in clauses (ii) and (iii) below, the Borrower incurs such Junior Unsecured Debt in compliance with all other covenants, terms and provisions of the Credit Agreement;

(ii)

notwithstanding Section 8.3(r) of the Credit Agreement, the Borrower may pay interest in cash on the Junior Unsecured Debt at periodically scheduled intervals at a rate not to exceed 12% per annum so long as no “Blockage Period” (as defined in the Subordination and Postponement Agreement) is in effect; and

(iii)

notwithstanding Section 8.3(n) of the Credit Agreement, the Borrower may enter into Junior Debt Documents with lender(s) that are Related Parties.”

2.

Certification

2.1

The Borrower confirms to and agrees with the Lender that:

(a)

each of the representations and warranties made in the Amended Credit Agreement, including the representations set out in Section 6.2, is true and correct (except for failure to comply with the covenants set forth in Section 8.4(a) (Minimum Adjusted EBITDA) and Section 8.4(b) (Revenue Renewal Rate) for the months of July 2018 and August 2018, each of which constitutes an Event of Default under Section 9.1(b) (the “Specified Defaults”), and any other qualifications to representations and warranties disclosed to the Lender and consented to in writing by the Lender in its sole discretion, and provided however that those representations and warranties expressly referring to another date shall be true, correct and complete in all material respects as of such date); and

(b)

no Default or Event of Default has occurred which is continuing.

3.

Conditions Precedent

3.1

This Third Amending Agreement shall become effective at such time as:

(a)

the Lender shall have received the following documents, each in full force and effect, and in form and substance satisfactory to the Lender:

(i)

this Third Amending Agreement, duly executed and delivered by the Borrower;

(ii)

duly issued Additional Warrants;

(iii)

a subordination agreement entered into by each holder of the Borrower’s unsecured debt in favor of the Lender and acknowledged by the Borrower; and

(iv)

stock exchange, dealer network or other Governmental Authority approval and, if required under the Permitted SaaS Debt, SaaS consent for the issuance of the Additional Warrants;

(b)

the Borrower shall have paid the Lender all interest which is accrued and unpaid (including interest claimed by the Lender at the Default Rate) up to the date on which the Second Tranche is advanced;

(c)

the Borrower shall in respect of the preparation, execution and delivery of this Third Amending Agreement have paid all fees, costs and expenses of the kind referred to in Section 10.11 of the Credit Agreement;

(d)

no event or circumstance shall have occurred that in the opinion of the Lender would reasonably be expected to have a Material Adverse Effect;

(e)

no Default or Event of Default shall have occurred and be continuing;

(f)

an amendment to the SaaS Credit Agreement, inter alia, amending its financial covenants, permitting the incurrence by the Borrower of the Second Junior Unsecured Debt Tranche and reducing the Permitted SaaS Debt shall have been executed and delivered by SaaS and the Borrower and a copy thereof provided to the Lender;

(g)

the Lender shall be satisfied with all terms and conditions of the Second Junior Unsecured Debt Tranche, any additional Junior Debt Documents required in connection with the Second Junior Unsecured Debt Tranche shall have been executed and delivered by the lender(s) and agent (if any) of the Junior Unsecured Debt and the Borrower and copies thereof provided to the Lender, and the first advance of the Second Junior Unsecured Debt Tranche in the amount of US $1,000,000 shall have been made; and

(h)

receipt of all regulatory, securities and/or third party consents and/or approvals in respect of this Third Amending Agreement and the Warrants, in form, and on terms, satisfactory to the Lender.

3.2

The terms and conditions of this Section 3 are inserted for the sole benefit of the Lender and may be waived by the Lender in whole or in part without terms and conditions.

4.

Acknowledgements and Waivers

4.1

The Borrower hereby acknowledges and agrees that the Specified Defaults are Events of Default that have occurred under the Credit Agreement and requests a waiver thereof.

4.2

The Borrower hereby acknowledges and agrees that interest at the Default Rate is payable to the Lender on the Obligations from July 1, 2018 to the date on which the Second Tranche is advanced.

4.3

The Lender acknowledges and agrees that the failure by the Borrower to comply with the Specified Defaults is hereby waived provided that such waiver shall not be construed as a permanent waiver of such Sections.

5.

Miscellaneous

5.1

All capitalized terms used but not otherwise defined herein shall have the meanings respectively ascribed thereto in the Amended Credit Agreement.

5.2

The Credit Agreement and all covenants, terms and provisions thereof, as amended by this Third Amending Agreement, shall be and continue to be in full force and effect and is hereby ratified and confirmed.

5.3

This Third Amending Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be an original, and such counterparts together shall constitute one and the same Third Amending Agreement. For the purposes of this Section, the delivery of a facsimile copy or pdf emailed copy of an executed counterpart of this Third Amending Agreement shall be deemed to be valid execution and delivery of this Third Amending Agreement, but the party delivering a facsimile copy or pdf emailed copy shall deliver an original copy of this Third Amending Agreement as soon as possible after delivering the facsimile copy or pdf emailed copy.

5.4

This Third Amending Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable in British Columbia. Each party to this Third Amending Agreement hereby irrevocably and unconditionally attorns to the non-exclusive jurisdiction of the courts of British Columbia and California and all courts competent to hear appeals therefrom.

5.5

This Third Amending Agreement shall enure to the benefit of and be binding upon the Borrower and the Lender and their respective successors and assigns.

CAKE MARKETING UK LTD.

By:

           /s/ Brian Ross

Name: Brian Ross

Title:    CEO