ASURE SOFTWARE INC: conclusion of a major definitive agreement, termination of a major definitive agreement, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a holder, financial statements and supporting documents (form 8-K)


Article 1.01. Signing of an important definitive agreement

On September 10, 2021, we entered into a Loan and Security Agreement (the "Loan
Agreement") with Structural Capital Investments III, LP ("Structural" and
together with the other lenders that are or become parties thereto, the
"Lenders"), and Ocean II PLO LLC, as administrative and collateral agent for
Structural and the Lenders ("Agent"), under the terms of which the Lenders have
committed to lend us up to $50 million in term loan financing to support our
growth needs (the "Facility") until March 31, 2022. We also entered into a
secured promissory note with the Agent evidencing our obligations under the
Facility. Our obligations are further guaranteed by each of our subsidiaries and
secured by our assets and the assets of our subsidiaries.

We had previously entered a commitment letter with Structural with respect to
this Facility, which we announced on August 9, 2021, in our quarterly report on
Form 10-Q for the period ended June 30, 2021. The commitment letter terminated
upon the entering of the Loan Agreement. There were no material changes to the
Facility from those terms that we reported on August 9, 2021.

From September 10, 2021, we borrowed $ 30 million under the Facility. We also paid the lender a set-up fee of $ 500,000.

Interest accrues on any outstanding balance at a rate equal to the greater of
9.0% or the Prime Rate, plus 5.75% (the "Basic Rate") and is payable in advance.
In addition, interest is paid in kind ("PIK") at a rate of 1.00% or 1.25% based
on our ARR Ratio (discussed below), measured on a quarterly basis. The PIK
interest is added to our outstanding balance and begins accruing interest at the
Basic Rate.

Interest only payments are due until October 1, 2023. We could extend our
interest only payments until October 1, 2024, if we have achieved an annualized
EBITDA of $8.0 million, or $90.0 million of annual recurring revenue before the
end of the first twenty-four months of the Facility.

Principal payments begin after the expiration of the interest only period (as
extended, if applicable) and are based on a five year amortization schedule,
with a balloon payment due on October 1, 2025.

Upon payment in full of the obligations under the Facility, we would pay the lenders a final payment commission equal to 1.0% of the increase in our market capitalization since September 10, 2021. To this end, our basic market capitalization is $ 182.4 million.

We have agreed to grant Lenders the right to participate in a future offer (whether public or private) under the same terms and conditions as other investors for an amount not exceeding $ 3.0 million.

There will be no financial commitment if our net cash is equal to or greater than zero. If our net cash was less than zero, we would be subject to the following financial covenants:

•We must have unrestricted cash of no less than $5.0 million
•We must maintain an ARR ratio of no less than 0.70:1.00 for through September
10, 2023; and
•We must maintain an ARR ratio of no less than 0.60:1.00 from September 10,
2023, through the remainder of the term of the Facility.

The ARR ratio would be the ratio of our tested debt to our annual recurring
revenue and would be measured on a quarterly basis. Our Tested Debt consists of
our outstanding obligations under the Facility (exclusive of PIK interest) and
any indebtedness issued or earnouts owed to sellers in connection with

We used the loan proceeds from the Facility, in part, to repay our obligations
to Wells Fargo N.A. under our third amended and restated credit agreement. We
expect to use the remaining proceeds of the Facility for growth related
initiatives and acquisitions.

The foregoing description of the Facility, the Loan Agreement and the Secured
Promissory Note does not purport to be complete and is qualified in its entirety
by reference to the full text of the Loan Agreement and the Secured Promissory
Note which are filed as Exhibits 10.1 and 10.2 to this Form 8-K and incorporated
herein by reference.


Article 1.02. Termination of a material definitive agreement

On September 10, 2021, and in conjunction with our entering the new Facility, we
terminated our third amended and restated credit agreement (the "Wells Fargo
Facility") dated December 31, 2019, with Wells Fargo N.A. ("Wells Fargo") and
paid Wells Fargo an aggregate amount of approximately $9.925 million (the
"Payoff Amount") in full payment of our outstanding obligations under the Wells
Fargo Facility. The Payoff Amount represented $9.750 million due on our
outstanding term note, a prepayment premium in the amount of $147,500 and an
immaterial amount of interest, fees and other expenses due to Wells Fargo.

Our letter of engagement with Structural was also terminated on September 10, 2021, in conjunction with the closure of the new facility.

Article 2.03. Creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant

The information set out in section 1.01 is incorporated herein by reference in its entirety.

Article 9.01. Financial statements and supporting documents

(d) Exhibits
Exhibit No.             Description
                          Loan and Security Agreement, dated as of 

September 10, 2021, at Asure

  10.1                  Software, Inc., and Structural Capital Investments 


                        as administrative and collateral agent and the 

other lenders who are or

                        become parties thereto.*
  10.2                    Secured Term Promissory Note, dated as of 

September 10, 2021, between Asure

                        Software Inc., and Ocean II PLO LLC
104                     Cover Page Interactive Data File (embedded within 

the Inline XBRL document).

*Certain schedules and similar attachments to this agreement have been omitted
pursuant to Item 601(a)(5) of Rule S-K. We agree to furnish supplementally a
copy of all omitted schedules and attachments to the SEC upon its request.

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