CFN Enterprises Inc. - FORM 8-K - EX-2.1 - EXHIBIT 2.1

Attached files

file	filename
8-K - FORM 8-K - CFN Enterprises Inc.	aclz_8k-092712.htm
EX-4.1 - EXHIBIT 4.1 - CFN Enterprises Inc.	ex4-1.htm
EX-10.1 - EXHIBIT 10.1 - CFN Enterprises Inc.	ex10-1.htm

Exhibit 2.1

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this “Agreement”), is dated as of September 27, 2012, and is by and between Accelerize New Media, Inc., a Delaware corporation with its principal place of business located at 2244 W. Coast Highway, Suite 250, Newport Beach, California 92663 (“Seller”) and Emerging Growth LLC, a Delaware limited liability company with its principal place of business located at 143 Calle Mayor, Redondo Beach, California 90277 (“Buyer”). Each of Seller and Buyer may be referred to hereinafter as a “Party” and collectively as the “Parties”.

WHEREAS, Seller desires to sell, transfer, convey and assign to Buyer the Acquired Assets (as defined herein) relating to Seller’s online marketing services business (the “Business”) and certain Assumed Liabilities (as defined herein) all upon the terms and subject to the conditions hereinafter set forth; and

WHEREAS, Buyer desires to purchase the Acquired Assets and assume the Assumed Liabilities, all upon the terms and subject to the conditions hereinafter set forth;

NOW THEREFORE, in consideration of the representations and warranties, covenants and conditions set forth herein, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Definitions. The following terms, as used herein, have the following meanings:

“Acquired Assets” means the assets set forth in Exhibit A attached hereto and any assets of a similar kind acquired by Seller for the Business after the date hereof and on or prior to the Closing Date and no other assets.

“Affiliate” means any Person controlling, controlled by or under common control with a Party to this Agreement.

“Agility” has the meaning set forth in Section 2.3(a) hereof.

“Agility Account” has the meaning set forth in Section 2.3(a) hereof.

“Agility Payment” has the meaning set forth in Section 2.3(a) hereof.

“Assignment and Assumption Agreement” has the meaning set forth in Section 3.1(c) hereof.

“Assumed Liabilities” means the liabilities, including liabilities assumed by reason of the acquisition of the Acquired Assets, set forth in Exhibit B attached hereto and any liabilities of a similar kind incurred by Seller after the date hereof and on or prior to the Closing Date.

“Bill of Sale” has the meaning set forth in Section 3.1(c).

“Business” has the meaning set forth in the preamble of this Agreement.

“Buyer” has the meaning set forth in the preamble of this Agreement.

“Claim” has the meaning set forth in Section 10.2 hereof.

“Closing” means all actions required to take place on the Closing Date as herein provided have occurred and the conditions to Closing set out in Section 7 and Section 8 hereof have been satisfied.

“Closing Date” means September 27, 2012.

“Confidential Information” means any and all technical and non-technical information including patent, copyright, trade secret, and proprietary information, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, software source documents, and formulae related to the current, future and proposed products and services of each of the Parties, and includes, without limitation, each Party’s respective information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, vendors, suppliers and customer lists, business forecasts, sales and merchandising, and marketing plans and information.

“Contracts” has the meaning set forth in Section 4.6 hereof.

“Default Rate” means two (2.00%) percent above the Interest Rate as defined in the Notes.

“First Installment Payment Date” means November 15, 2012.

“Indemnified Parties” has the meaning set forth in Section 10.2 hereof.

“Indemnifying Party” has the meaning set forth in Section 10.2 hereof.

“Initial Payment” has the meaning set forth in Section 2.3(a) hereof.

“Installment Note” has the meaning set forth in Section 2.3(a) hereto.

“Installment Payment” and “Installment Payments” has the meaning set forth in Section 2.3(a) hereof.

“Lien” means any mortgage, lien, pledge, charge, security interest, encumbrance or restriction of any kind in respect of an asset.

“Notes” shall mean the “Installment Note” and the “Services Note”.

“Offered Employees” has the meaning set forth in Section 9.2 hereof.

“Party” has the meaning set forth in the preamble of this Agreement.

“Person” means any individual, corporation, partnership, association, limited liability company, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Purchase Price” has the meaning set forth in Section 2.3 hereof.

“Security Agreement” has the meaning set forth in Section 2.3(b) hereof.

“Seller” has the meaning set forth in the preamble of this Agreement.

“Seller’s Account” has the meaning set forth in Section 2.3(a) hereof.

“Services Amount” has the meaning set forth in Section 2.3(a) hereof.

“Services Note” has the meaning set forth in Section 2.3(a) hereof.

“Total Installment Payment Amount” has the meaning set forth in Section 2.3(a) hereof.

“Transaction Documents” means all agreements, documents, instruments and certificates contemplated by this Agreement or to be executed by a party to this Agreement in connection with the transactions consummated by this Agreement (including, without limitation, the Assignment and Assumption Agreement and the Bill of Sale).

2. Sale and Purchase of Assets.

2.1 Acquired Assets. Subject to the terms and conditions of this Agreement, at the Closing, Buyer shall purchase, assume and accept from Seller and Seller shall convey, sell, transfer, assign and deliver to Buyer, all of its right title and interest in the Acquired Assets.

2.2 Assumption of Liabilities. Subject to the terms and conditions of this Agreement, at the Closing, Buyer shall assume all Assumed Liabilities.

2.3 Purchase Price.

(a) Purchase Price Amounts. In consideration for the sale, transfer and conveyance of the Acquired Assets by Seller, Buyer shall pay or cause to be paid to Seller an aggregate amount of Eight Hundred Sixty Two Thousand Dollars ($862,000) (the “Purchase Price”), payable as follows:

(i)

On the Closing Date, Buyer shall pay to Seller the amount of One Hundred and Fifty Thousand Dollars ($150,000) (the “Initial Payment”) by wire transfer of immediately available funds to the account of Seller specified in Exhibit D hereto (the “Seller’s Account”);

(ii)

On the Closing Date, Buyer shall pay for the benefit of Seller to Agility Capital II, LLC (“Agility”) the amount of Fifty Thousand Dollars ($50,000) (the “Agility Payment”) by wire transfer of immediately available funds to the account of Agility specified in Exhibit D hereto (the “Agility Account”);

(iii)

On the First Installment Payment Date, and thereafter on the fifteenth (15th) day of each month until the date which is twenty seven (27) months from the first installment payment date, Buyer shall pay to Seller an amount of Six Thousand Dollars ($6,000) plus interest to date by wire transfer of immediately available funds to the Seller’s Account (each payment, an “Installment Payment”, and collectively, the “Installment Payments”), up to an aggregate amount of One Hundred and Sixty Two Thousand Dollars ($162,000) (the “Total Installment Payment Amount”) and such payment obligation shall be set out in the note attached hereto as the “Installment Note” which Note shall be in the form annexed hereto as Exhibit 1 and shall be delivered at the Closing; provided that if Buyer pays to Seller an amount, including Installment Payments, of One Hundred Thousand Dollars ($100,000) plus unpaid interest by wire transfer of immediately available funds to the Seller’s Account prior to January 1, 2013, the Total Installment Payment Amount due shall be deemed satisfied; and

(iv)

By delivery at the Closing of a promissory note in the form annexed hereto as Exhibit 2 in the principal amount of Five Hundred Thousand Dollars ($500,000) (the “Services Note”). The Services Note shall be payable on December 27, 2014 and shall bear interest at the rate of three and one-quarter percent (3.25%). Interest shall be accrued quarterly and added to the principal of the Services Note and shall be payable on December 27, 2014 or on such date as the final prepayment of principal is made. Seller desires Buyer to render certain services of a nature and at a cost to be agreed, and Buyer shall render an invoice for such services rendered, if requested, on a monthly basis. At the end of every calendar quarter, the aggregate amount of all invoices rendered by Buyer to Seller shall be applied to the outstanding principal of the Services Note and the amount thereof shall reduce the outstanding principal as shall be evidenced on Schedule 1 to the Services Note.

(b) Security for Purchase Price. The obligations of Buyer under the Installment Note and the Services Note will be secured pursuant to a security agreement (the “Security Agreement”) between Buyer and Seller in the form attached as Exhibit E hereto, to be executed at the Closing.

3. Closing.

3.1 Closing. The Closing of the transactions contemplated by this Agreement shall be held at 2:00 P.M. New York City time on the Closing Date at the offices of Sullivan & Worcester LLP, or at such other time or place as the Parties may agree upon in writing. At the Closing:

(a) Buyer shall make the payments and deliver the Notes;

(b) Seller and Buyer shall execute the Security Agreement;

(c) Seller and Buyer shall execute an assignment and assumption agreement dated as of the Closing Date with respect to the Acquired Assets (the “Assignment and Assumption Agreement”) in the form attached hereto as Exhibit C; and

(d) Seller shall execute and deliver to Buyer a bill of sale (the “Bill of Sale”) dated as of the Closing Date conveying all the Acquired Assets to Buyer free and clear of all Liens as of the Closing Date, other than as set forth in the Security Agreement, in the form attached hereto as Exhibit F.

4. Representations and Warranties by Seller. Seller represents and warrants to Buyer:

4.1 Organization and Standing. Seller is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has all corporate powers and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted.

4.2 Authority for Agreement. Seller has full corporate power and authority to execute and deliver this Agreement and the Transaction Documents to which it is a party and to carry out its obligations hereunder and thereunder. The execution, delivery and performance by Seller of this Agreement and the Transaction Documents and the consummation by Seller of the transactions contemplated hereby and thereby are within Seller’s corporate powers and have been duly authorized by all necessary corporate action on the part of Seller. This Agreement and each of the Transaction Documents to which Seller is a party has been duly executed and delivered by Seller and constitutes a valid and binding agreement of Seller, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws of general application affecting the rights and remedies of creditors and general equity principles.

4.3 Government Consent, etc. No consent, approval or authorization of or registration, designation, declaration or filing with any governmental authority, federal or other, in the United States is required in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

4.4 Non-Contravention. The execution, delivery and performance by Seller of this Agreement and each Transaction Document and the consummation of the transactions contemplated hereby and thereby, do not and will not (i) contravene or conflict with the corporate charter or bylaws of Seller, (ii) contravene or conflict with any provision of any law, regulation, judgment, injunction, order, permit or decree binding upon or applicable to Seller or the Business; (iii) constitute a default (with or without notice or lapse of time, or both) under or give rise to any right of termination, cancellation or acceleration of any right or obligation of Seller, or to a loss of any benefit, relating to the Business, or (iv) result in the creation or imposition of any Lien on any Acquired Asset other than as contemplated herein.

4.5 Title to Acquired Assets. Other than as provided in Schedule 4.5, Seller owns the Acquired Assets and on the Closing Date, subject to the receipt by Agility and Seller of the amounts and Notes set forth in Section 2.3 and upon delivery by Seller to Buyer of the Assignment and Assumption Agreement and the Bill of Sale, Buyer will have good and valid title to the Acquired Assets free and clear of all Liens, other than as contemplated herein.

4.6 Contracts. Schedule 4.6 lists all contracts which are included in the Acquired Assets (“Contracts”). Except as set forth on Schedule 4.6, to Seller’s knowledge, Seller is not in any material breach of any term or provision of any Contract, except for any breach which has been waived by the other party or parties to such Contract. Except as set forth on Schedule 4.6, Seller has not received written notice of any breach, default or termination or threat of termination under any Contract.

4.7 Third Party Consents. Other than as provided in Schedule 4.7, no consent, approval or authorization of any third party is required in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated thereby.

4.8 Litigation. There is no action, suit, investigation or proceeding pending or, to the knowledge of Seller, threatened (i) against or adversely affecting the Business or Acquired Assets or (ii) seeking to delay, limit or enjoin the transactions contemplated by this Agreement. Seller is not subject to any governmental order relating to the Business and there are no unsatisfied judgments against the Business or the Acquired Assets.

4.9 Brokers. Seller has not, directly, or indirectly, dealt with anyone acting in the capacity of a finder or broker, nor has Seller incurred any obligations for any finder’s or broker’s fee or commission, in connection with the transactions contemplated by this Agreement.

5. Representations and Warranties by Buyer. Buyer represents and warrants to Seller:

5.1 Organization and Standing. Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, and has all powers and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted.

5.2 Authority for Agreement. Buyer has full power and authority to execute and deliver this Agreement and the Transaction Documents to which it is a party and to carry out its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action of Buyer. This Agreement and each of the Transaction Documents has been duly executed and delivered by Buyer and constitutes the valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws of general application affecting the rights and remedies of creditors and general equity principles.

5.3 Government Consent, etc. No consent, approval or authorization of or registration, designation, declaration or filing with any governmental authority, federal or other, in the United States on the part of Buyer is required.

5.4 Non-Contravention. The execution, delivery and performance by Buyer of this Agreement and each Transaction Document to which it is a party and the consummation of the transactions contemplated hereby and thereby, do not and will not (i) contravene or conflict with the certificate of formation or operating agreement of Buyer, (ii) contravene or conflict with any provision of any law, regulation, judgment, injunction, order, permit or decree binding upon or applicable to Buyer, (iii) constitute a default (with or without notice or lapse of time, or both) under or give rise to any right of termination, cancellation or acceleration of any right or obligation of Buyer, or (iv) result in the creation or imposition of any Lien on any Acquired Asset, other than as set forth in the Security Agreement.

5.5 Litigation. There is no action, suit, investigation or proceeding pending or, to the knowledge of Buyer, threatened seeking to delay, limit or enjoin the transactions contemplated by this Agreement.

5.6 Brokers. Buyer has not, directly, or indirectly, dealt with anyone acting in the capacity of a finder or broker, nor has Buyer incurred any obligations for any finder’s or broker’s fee or commission, in connection with the transactions contemplated by this Agreement.

6. Covenants. The Parties agree hereto that:

6.1 Further Assurances. Each of Seller and Buyer shall, from time to time after the date hereof, at the reasonable request of another Party, and without further consideration, execute and deliver such further instrumentation of transfer and assignment or take such other actions as may be reasonably necessary to give effect to the transactions contemplated hereby.

6.2 Confidentiality. Each of Seller and Buyer agree to keep all Confidential Information confidential and not to use, disseminate, or in any way disclose any Confidential Information of another Party to any Person without first obtaining the other party’s prior written consent, except as required by law.

6.3 Business in Ordinary Course. From the date hereof until the Closing Date, Seller shall conduct the Business in all material respects in the ordinary course in accordance with past practice.

6.4 Insurance. For a period of at least twelve (12) months subsequent to the Closing Date, Buyer will maintain in effect the insurance policies specified in Schedule 6.4.

6.5 Post-Closing Conduct of Buyer. After the Closing, the Buyer shall conduct the Business in a way that will reflect favorably on the Seller and its business and Buyer shall not act or fail to act, in any manner, which may harm the Seller.

7. Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement at the Closing are, at the option of Seller, subject to each of the following conditions, and Buyer shall use all reasonable efforts to cause each such condition to be timely satisfied.

7.1 Representations and Warranties. The representations and warranties of Buyer contained in this Agreement which are qualified as to materiality shall be true and correct in all respects, and if not qualified by materiality, shall be true and correct in all material respects, as of the date hereof and at and as of the Closing Date, except to the extent that they expressly refer to an earlier or specific time, in which case they shall be true and correct in all material respects as of such time.

7.2 Performance. Buyer shall have performed all agreements and obligations and complied with all conditions required by this Agreement to be performed or complied with by Buyer at or prior to the Closing.

7.3 Legal Proceedings. No law, regulation, judgment, injunction, order, permit or decree binding upon Buyer restraining, prohibiting or affecting the consummation of the transactions contemplated by this Agreement shall be in effect, and no action, suit, investigation or proceeding shall be pending or threatened which questions the validity or legality of the transactions contemplated by this Agreement.

7.4 Payments of the Purchase Price. Agility and Seller shall have received the payments specified in Section 2.3.

7.5 Agreements. The Assignment and Assumption Agreement, the Bill of Sale and the Security Agreement shall have been executed and delivered.

7.6 Financing Statement. A duly completed UCC-1 will have been signed by Buyer and delivered to Seller.

8. Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement at the Closing are, at the option of Buyer, subject to each of the following conditions, and Seller shall use all reasonable efforts to cause each such condition to be timely satisfied.

8.1 Representations and Warranties. The representations and warranties of Seller contained in this Agreement which are qualified as to materiality shall be true and correct in all respects, and if not qualified by materiality, shall be true and correct in all material respects, as of the date hereof and at and as of the Closing Date, except to the extent that they expressly refer to an earlier or specific time, in which case they shall be true and correct in all material respects as of such time.

8.2 Performance. Seller shall have performed all agreements and obligations and complied with all conditions required by this Agreement to be performed or complied with by Seller at or prior to the Closing.

8.3 Legal Proceedings. No law, regulation, judgment, injunction, order, permit or decree binding upon Seller restraining, prohibiting or affecting the consummation of the transactions contemplated by this Agreement shall be in effect, and no action, suit, investigation or proceeding shall be pending or threatened which questions the validity or legality of the transactions contemplated by this Agreement.

8.4 Agreements. The Assignment and Assumption Agreement, the Bill of Sale and the Security Agreement shall have been executed and delivered.

9. Transition of Business and Offers of Employment

9.1 Transition of Business. After the Closing Date Seller shall, for a period not to exceed ninety (90) days, provide the support services set out in Exhibit G, all to the extent necessary to effect an orderly transition of the Business to Buyer at no cost to Buyer.

9.2 Offers of Employment. On or prior to the Closing Date, Buyer shall offer employment to Paul Archie, Stephen Haas, Katie Hart, Gabriel Hawman, Daniel Minton, Keith Nemeroff, Jessica Tice and Bonnie Woodworth (the “Offered Employees”). The offers of employment by Buyer to the Offered Employees shall be on the same terms and with the same compensation and benefits under which the Offered Employees are currently employed by Seller. Seller shall use its best efforts to assist Buyer in Buyer’s hiring of the Offered Employees.

10. Survival; Indemnification.

10.1 Survival. The representations and warranties of the Parties contained in this Agreement or in any certificate or other writing delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the Closing for a period of twelve (12) months after the Closing Date.

10.2 Indemnification. Each Party (the “Indemnifying Party”) hereby agrees to indemnify and hold harmless each other Party and each of its Affiliates, shareholders, directors, officers, employees and agents (the “Indemnified Parties”) against any and all damage, loss, liability and expense (including without limitation reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) incurred or suffered by the Indemnified Parties, arising out of any material misrepresentation or material breach of warranty, made by the Indemnifying Party pursuant to the provisions of this Agreement and in any certificate or other writing delivered pursuant hereto or thereto and any claim, action, suit or proceeding by any third party alleging facts that if proven true would constitute a misrepresentation or material breach of warranty by the Indemnifying Party, or any breach of any covenant or agreement made by the Indemnifying Party pursuant to this Agreement (“Claim”).

10.3 Procedures. To seek indemnification under Section 10.2, the Indemnified Party shall give notice to the Indemnifying Party of the assertion of any Claim; provided that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder, except to the extent that the Indemnifying Party has been materially prejudiced thereby. The Indemnifying Party may, and at the request of the Indemnified Party shall, participate in and control the defense of any Claim at their own expense. The Indemnifying Party shall not be liable under Section 10.2 for any settlement of any Claim effected by the Indemnified Party without its consent.

11. Miscellaneous.

11.1 Expenses. Each Party shall assume and bear all expenses, costs and fees incurred or assumed by such Party in the preparation and execution of this Agreement and the performance of the transactions contemplated thereby, whether or not the transactions shall be consummated.

11.2 Notices. All notices, requests, demands, consents and communications necessary or required under this Agreement shall be delivered by hand or sent by registered or certified mail, return receipt requested, or by overnight courier, or by facsimile (receipt confirmed) to:

if to Seller	Accelerize New Media, Inc.
	2244 W. Coast Highway, Suite 250
	Newport Beach, CA 92663
	Attn: Damon Stein, General Counsel

with a copy to:	Sullivan & Worcester LLP
	1633 Broadway, 32nd Floor
	New York, New York 10019
	Attn: J. Truman Bidwell Jr., Esq.

if to Buyer:	Emerging Growth LLC
	143 Calle Mayor
	Redondo Beach, CA 90277
	Attn: Darren Dayton

with a copy to:	Sullivan & Worcester LLP
	1633 Broadway, 32nd Floor
	New York, New York 10019
	Attn: J. Truman Bidwell Jr., Esq.

All such notices, requests, demands, consents and other communications shall be deemed to have been duly given or sent five (5) days following the date on which mailed, or two (2) days following the date mailed if sent by overnight courier, or on the date on which delivered by hand or by facsimile transmission (receipt confirmed), as the case may be, and addressed as aforesaid.

11.3 Successors and Assigns. All covenants and agreements set forth in this Agreement and made by or on behalf of any of the parties hereto shall bind and inure to the benefit of the successors, heirs and assigns of such party, whether or not so expressed. None of the parties may assign or transfer any of their respective rights or obligations under this Agreement without the consent in writing of the other parties hereto.

11.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

11.5 Severability. In the event that any one or more of the provisions contained herein is held invalid, illegal or unenforceable in any respect for any reason in any jurisdiction, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected, it being intended that each of parties’ rights and privileges shall be enforceable to the fullest extent permitted by law, and any such invalidity, illegality and unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

11.6 Third Parties. Except as specifically set forth or referred to herein, nothing herein expressed or implied is intended or shall be construed to confer upon or give to any Person other than the parties hereto and their permitted successors or assigns, any rights or remedies under or by reason of this Agreement or any other certificate, document, instrument or agreement executed in connection herewith.

11.7 Governing Law; Jurisdiction and Remedies. This Agreement shall be construed in accordance with and governed by the laws of the State of New York, without regard to the principles of conflicts or choice of law. The parties expressly agree that any state or federal court in the County of New York, State of New York shall have exclusive jurisdiction with respect to any dispute arising out of or in connection with this Agreement. The parties hereby acknowledge that said courts have jurisdiction over any such dispute or controversy, and that they hereby waive any objection to personal jurisdiction or venue in these courts or that such courts are an inconvenient forum.

11.8 Entire Agreement. This Agreement, including the Schedules and Exhibits, is complete, and all promises, representations, understandings, warranties and agreements with reference to the subject matter hereof, and all inducements to the making of this Agreement relied upon by all the parties hereto, have been expressed herein or in such Schedules or Exhibits. This Agreement may not be amended except by an instrument in writing signed by the parties.

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

SELLER: ACCELERIZE NEW MEDIA, INC.	BUYER: EMERGING GROWTH LLC
By: /s/ Brian Ross Name: Brian Ross Title: Chief Executive Officer	By: /s/Darren Dayton Name: Darren Dayton Title: Managing Member

Exhibit 1

Installment Note

PROMISSORY NOTE

$162,000.00

September 27, 2012

FOR VALUE RECEIVED, the undersigned, EMERGING GROWTH LLC, a Delaware limited liability company, with offices at 143 Calle Mayor, Redondo Beach, California 90277 (the "Maker"), hereby unconditionally promises to pay to the order of ACCELERIZE NEW MEDIA, INC., a Delaware corporation, (the "Payee"), at 2244 W. Coast Highway, Suite 250, Newport Beach, California 92663, on February 15, 2015 (the "Maturity Date") the principal amount of One Hundred Sixty Two Thousand Dollars ($162,000), in lawful money of the United States of America, and to pay interest (computed on the basis of a 365-day per year and the actual number of days elapsed) on the unpaid principal balance hereof at a rate of five percent (5%) per annum, such interest to be payable on the fifteenth day of each month, with the first payment due on November 15, 2012. The Maker also promises to pay on demand interest on any overdue portion of principal and (to the extent permitted by applicable law) on any overdue installment of interest at the rate of seven percent (7%) per annum. This note is the Installment Note as defined and described in that certain Asset Purchase Agreement between the Maker and the Payee dated as of the date hereof (the “Asset Purchase Agreement”). Payment of this Note shall be made and pre-payment may be made as provided for in Section 2.3 of the Asset Purchase Agreement.

1. Representations and Warranties. The Maker represents and warrants as follows:

(a) the Maker is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware;

(b) the execution, delivery and performance by the Maker of this Note are within the Maker's powers, have been duly authorized by all necessary action, and do not contravene (A) the Maker's certificate of formation or operating agreement or (B) (x) any law or (y) any agreement or document binding on or affecting the Maker;

(c) no authorization or approval or other action by, and no notice to or filing with, any governmental authority, regulatory body or third person is required for the due execution, delivery and performance by the Maker of this Note;

(d) this Note constitutes the legal, valid and binding obligation of the Maker, enforceable against the Maker in accordance with its terms except as enforcement hereof may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally and subject to the applicability of general principles of equity; and

(e) the Maker has all requisite power and authority to own and operate its property and assets and to conduct its business as now conducted and proposed to be conducted and to consummate the transactions contemplated hereby.

2. Covenants. So long as any principal or interest is due hereunder and shall remain unpaid, the Maker will, unless the Payee shall otherwise consent in writing:

2.1 Maintain and preserve its existence, rights and privileges;

2.2 Not incur any Indebtedness (as defined in Section 12, below), unless such Indebtedness is subordinated to the prior payment in full of this Note on terms reasonably satisfactory to the Payee.

2.3 Not (i) directly or indirectly sell, lease or otherwise dispose of (A) any of its property or assets other than in the ordinary course of business or (B) substantially all of its properties and assets, in the aggregate, to any person(s), whether in one transaction or in a series of transactions over any period of time, (ii) merge into or with or consolidate with any other person or (iii) adopt any plan or arrangement for the dissolution or liquidation of the Maker.

2.4 Give written notice to the Payee upon the occurrence of an Event of Default (as defined below) or any event but for the giving of notice or lapse of time, or both, would constitute an Event of Default within five (5) business days of such event.

3. Events of Default. The Maker will be in default under this Note upon the occurrence of any of the following (each an "Event of Default"):

3.1 failure to pay when due the amounts required by this Note or amounts owing to the Payee by the Maker under any other Note or agreement; or

3.2 suspension or liquidation by the Maker of its usual business; or

3.3 filing by or against the Maker of a petition under any of the provisions of the Bankruptcy Reform Act of 1978, as amended, or any comparable statute, rule or regulation applicable to the Maker in any jurisdiction; or

3.4 application for, or appointment of, a receiver of the Maker or its properties; or

3.5 any representation or warranty made by the Maker herein, or in the Asset Purchase Agreement or any other Transaction Document (as such term is defined in the Asset Purchase Agreement), shall prove to have been incorrect in any material respect when made; or

3.6 the Maker or any other person or entity shall fail to perform or observe any other term, covenant or agreement contained in this Note or in the Asset Purchase Agreement or any other Transaction Document on its part to be performed or observed, or there is any other breach of this Note or the Asset Purchase Agreement.

Upon an Event of Default, the Payee may accelerate all amounts due or to become due hereunder and may proceed to protect and enforce its rights either by suit in equity or by action at law, or both, whether for the specific performance of any covenant, condition or agreement contained in this Note, or proceed to enforce the payment of this Note or to enforce any other legal or equitable right, including, without limitation, a right of set-off, it possesses, and the Payee may recover all costs of suit and other expenses in connection therewith, together with attorneys' fees and costs of collection.

The Maker waives demand, presentment, notice of presentment, protest and notice of protest, and notice of nonpayment and dishonor of this Note.

4. Prepayments. This Note may be prepaid in whole or in part, together with interest accrued to the date of any such prepayment, in accordance with Section 2.3(a)(iii) of the Asset Purchase Agreement.

5. No Set-Off. The obligation of the Maker to make the payments required hereunder shall be absolute and unconditional without any defense or right of set-off, counterclaim or recoupment by reason of any indebtedness or liability which may at any time be owing to the Maker by the Payee.

6. Governing Law. This Note shall be governed by and construed in accordance with the internal laws of the State of New York without regard to its conflict of laws principles.

7. Jurisdiction and Venue. THE MAKER IRREVOCABLY: (A) CONSENTS THAT ANY LEGAL ACTION OR PROCEEDING AGAINST IT RELATING TO THIS NOTE SHALL BE COMMENCED EXCLUSIVELY IN THE SUPREME COURT OF THE STATE OF NEW YORK, COUNTY OF NEW YORK; (B) SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUCH ACTION OR PROCEEDING; (C) WAIVES ANY CLAIM OR DEFENSE IN ANY SUCH ACTION OR PROCEEDING BASED ON ANY ALLEGED LACK OF JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS; AND (D) CONSENTS TO SERVICE OF PROCESS GIVEN IN THE MANNER SET OUT IN SECTION 9. THE MAKER WAIVES TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS NOTE.

8. Assignment. This Note shall inure to the benefit of and shall be binding upon the Maker and the Payee and each of their respective successors, heirs and assigns, provided that the Maker shall not assign or otherwise delegate all or any part of its obligations hereunder without the prior written consent of the Payee and any purported assignment without such consent shall be null and void.

9. Notices. Any notice may be sent by United States certified mail, postage prepaid, to the Maker and Payee at their respective addresses set forth above.

10. Miscellaneous. Headings are inserted solely for convenience of reference and shall not affect the interpretation of any provision of this Note. The Maker acknowledges that this Note sets forth the entire agreement of the Maker and the Payee with respect to the payment of the amount of this Note and supersedes any and all oral and written statements, representations or other agreements made prior hereto or contemporaneously herewith.

11. Indemnification. The Maker hereby agrees to indemnify and hold harmless the Payee and its respective affiliates, directors, officers, employees and other agents and representatives from and against any and all liabilities, judgments, claims, settlements, losses, damages, reasonable fees (including attorneys’, accountants’ and other experts’ fees and disbursements), liens, taxes, penalties, obligations and expenses incurred or suffered by any such person or entity arising from, by reason of or in connection with any misrepresentation or breach of any representation, warranty or covenant of the Maker contained in this Note or otherwise in connection with or as a result of or related to the execution, delivery or performance of this Note or the transactions contemplated hereby. The indemnification provisions of this Section 11 shall survive repayments in full of this Note.

12. Definition. As used herein, "Indebtedness" with respect to any person or entity shall mean any amount owing to a bank or other financial institution entity for money borrowed or for delayed payment of amounts owing for a purchase of assets. The term "Indebtedness" shall also include, whether or not so reflected, (i) indebtedness, obligations and liabilities secured by any lien on property of such person whether or not the indebtedness secured thereby shall have been assumed by such person, and (ii) all guaranties of any of the above. Notwithstanding the foregoing, in determining the indebtedness of any person, there shall be included all Indebtedness of such person deemed to be extinguished under generally accepted accounting principles but for which such person or entity remains legally liable.

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IN WITNESS WHEREOF, the Maker has executed this Note on the date first set forth above.

	EMERGING GROWTH LLC


	By:
		Name:
		Title:

Exhibit 2

Services Note

PROMISSORY NOTE

$500,000.00

September 27, 2012

FOR VALUE RECEIVED, the undersigned, EMERGING GROWTH LLC, a Delaware limited liability company, with offices at 143 Calle Mayor, Redondo Beach, California 90277 (the "Maker"), hereby unconditionally promises to pay to the order of ACCELERIZE NEW MEDIA, INC., a Delaware corporation, (the "Payee"), at 2244 W. Coast Highway, Suite 250, Newport Beach, California 92663, on December 27, 2014 (the "Maturity Date") the principal amount of Five Hundred Thousand Dollars ($500,000), in lawful money of the United States of America, and to accrue interest (computed on the basis of a 365-day per year and the actual number of days elapsed) on the unpaid principal balance hereof at a rate of three and one-quarter percent (3.25%) per annum, such interest to be accrued quarterly or to the Maturity Date, as the case may be, and paid on the Maturity Date or the date the principal hereof shall be paid in full, whichever comes first. The Maker also promises to pay on demand interest on any overdue portion of principal and (to the extent permitted by applicable law) on any overdue installment of interest at the rate of seven percent (7%) per annum. This note is the Services Note as defined and described in that certain Asset Purchase Agreement between the Maker and the Payee dated as of the date hereof (the “Asset Purchase Agreement”). Payment of this Note shall be made and pre-payment may be made as provided for in Section 2.3(iv) of the Asset Purchase Agreement and herein.