Sixth Amending Agreement between Accelerize Inc. and Beedie Investments Limited, dated as of May 1, 2019

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

(b)

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

(c)

Sections 6.2(b), 6.2(d) and 7.1(x) of the Credit Agreement are waived in respect of the Advance of the Fourth Tranche to the extent only that:

(i)

a Default or Event of Default has occurred and is continuing as a result of the Borrower being in breach of Section 8.4(c) (Minimum Liquidity) of the Credit Agreement prior to the making of such Advance; and

(ii)

a Default or Event of Default has occurred and is continuing as a result of the March Default (as defined in Section 2.1(a)) existing for the month of March 2019;

(d)

The Lender irrevocably waives its right to receive the Warrant to purchase 400,000 Common Shares which would otherwise be required to be issued by the Borrower to the Lender on a pro rata basis as the Advance of the Fourth Tranche is made.

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 is true and correct (except (i) as disclosed in Section 1.1(c) above in respect of Section 8.4(c) of the Credit Agreement, (ii) for failure to comply with the covenant set forth in Section 8.4(f) (Secured Debt to MRR) for the month of March 2019 which constitutes an Event of Default under Section 9.1(b) (the “March Default”), and (iii) for 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)

except as disclosed in Section 1.1(c) above in respect of Section 8.4(c) of the Credit Agreement and for the March Default, no Default or Event of Default under the Amended Credit Agreement has occurred which is continuing.

3.

Conditions Precedent

3.1

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

(a)

the Lender shall have received this Sixth Amending Agreement, duly executed and delivered by the Borrower;

(b)

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

(c)

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

(d)

except as disclosed in Section 1.1(c) above in respect of Section 8.4(c) of the Credit Agreement and for the March Default, no Default or Event of Default shall have occurred and be continuing;

(e)

SaaS shall have consented in writing to the entry by the Borrower and the Lender into this Sixth Amending Agreement pursuant to the last sentence of Section 5(c) of the SaaS Intercreditor Agreement; and

(f)

receipt of all required regulatory, securities and/or third party consents and/or approvals in respect of this Sixth Amending Agreement, if any, 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.

Miscellaneous

4.1

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

4.2

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

4.3

This Sixth 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 Sixth Amending Agreement. For the purposes of this Section, the delivery of a facsimile copy or pdf emailed copy of an executed counterpart of this Sixth Amending Agreement shall be deemed to be valid execution and delivery of this Sixth Amending Agreement, but the party delivering a facsimile copy or pdf emailed copy shall deliver an original copy of this Sixth Amending Agreement as soon as possible after delivering the facsimile copy or pdf emailed copy.

4.4

This Sixth 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 Sixth 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.

4.5

This Sixth 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

SAAS CAPITAL FUNDING II, LLC

By:

            /s/ Todd Gardner

Name: Todd Gardner

Title:    President