Exhibit 10.1


 


TRANSITION SERVICES AGREEMENT


 


This TRANSITION
SERVICES AGREEMENT (this “Agreement”) is made and entered into as of the  2nd day of December,  2019 (the
“Effective Date”), by and between ASURE SOFTWARE, INC. (“Seller”), and FM:SYSTEMS
GROUP, LLC, a Delaware limited liability company (“Buyer”). All capitalized terms used but not defined
herein shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below).


 


RECITALS


 


WHEREAS, Seller is
engaged in the Business;


 


WHEREAS, Buyer, Seller
and FMS Bidco UK Limited (“UK Buyer”) have entered into that certain Asset and Equity Purchase Agreement, dated
as of October 7, 2019, (the “Purchase Agreement”), pursuant to which Seller agreed to sell to Buyer, and Buyer
agreed to purchase from Seller, the Purchased Assets and Seller agreed to sell to UK Buyer, and UK Buyer agreed to purchase from
Seller, the Purchased Subsidiaries;


 


WHEREAS, it is a condition
to the Closing that this Agreement be executed; and


 


WHEREAS, in connection
with the purchase of the Purchased Assets by Buyer and the Purchased Subsidiaries by UK Buyer, Seller is willing to provide or
cause its Affiliates or Third Party service providers to provide to Buyer, or an Affiliate of Buyer, for purposes of operating
the Business, the services (referred to individually as a “Service” and collectively, as the “Services”)
set forth on Annex A hereto and made part of this Agreement, as may be amended or supplemented pursuant to the terms of this Agreement
(the “Services Annex”), in each case, on a transitional basis, and for the respective fees and subject to the
terms and conditions set forth herein.


 


NOW, THEREFORE, in
consideration of the foregoing, the representations, warranties, covenants and agreements set forth in this Agreement, and other
good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, the parties hereto hereby agree as
follows:


 


ARTICLE
I



PROVISION OF SERVICES


 


Section 1.1           
Seller agrees to provide, or to cause its Affiliates or use commercially reasonable efforts to cause its Third Party service
providers to provide, the Services to Buyer (or to any Affiliate of Buyer specified in the Services Annex or otherwise designated
by Buyer) for the respective periods and on the other terms and conditions set forth in this Agreement and in the Services Annex.
The parties agree that, notwithstanding anything to the contrary in this Agreement, to the extent any obligations to provide Services
in this Agreement are to be undertaken by Affiliates of Seller or a Third Party, Seller will ensure that such Affiliates and Third
Party service providers comply with the applicable provisions of this Agreement, including without limitation any obligations under
ARTICLE VI of this Agreement.


 






     


     


    

 


Section 1.2           
Seller agrees that, except as specifically provided in the Services Annexes or as agreed in writing by the parties, the
Services shall be provided in a manner generally consistent with the historical provision of the Services to Buyer by Seller, its
Affiliates or Third Party service providers prior to the Closing Date. Without limiting the foregoing, Seller shall perform (or
shall cause its Affiliates or use commercially reasonable efforts to cause any Third Party service provider to perform) all Services
with at least the same degree (and no less than a reasonable degree) of care, diligence, skill and attention as historically provided
in connection with the Business prior to the Closing Date. Seller shall perform the Services (i) in a professional and workmanlike
manner, and (ii) in compliance with all applicable Laws.


 


Section 1.3           
Each party hereto agrees that all employees of any party or any of its Affiliates, when on the property of another party
or any of its Affiliates or when given access to any equipment, computer, software, network or files owned or controlled by another
party or any of its Affiliates, shall conform to the rules and regulations of such other party or its Affiliates concerning physical,
computer, and network health, safety and security which applied during the historical provision of the Services prior to the Closing
Date or which are made known to the applicable party in advance in writing.


 


Section 1.4           
It is understood and agreed that Seller has used, and will continue to use, Third Party service providers to provide some
of the Services to the Buyer. Seller shall have the right to hire other Third Party subcontractors to provide all or part of any
Service hereunder and to change the Third Party subcontractors providing all or part of any Service hereunder, provided
that (a) the standard of service provided by the subcontractor shall be consistent with Section 1.2, and (b) Seller shall consult
with Buyer in good faith to minimize any adverse effect thereof on the provision of the Services.


 


Section 1.5           
The parties hereto acknowledge that they may not have identified all of the services that may be necessary or appropriate
for the continued operation and to complete the transition of the Business to Buyer. Within sixty (60) days following the Effective
Date, the parties may add additional Services to the Service Annex upon mutual written agreement, including as to the terms and
conditions (including fees) applicable to such new Services (the “Additional Services”); provided, however,
that upon Buyer’s written request, Seller shall be required to provide any Additional Services that (a) were provided with
respect to the Business at any time during the six (6) month period prior to the Closing Date, or with respect to services with
are annual in nature, at any time during the twelve (12) month period prior to the Closing Date and (b) are reasonably necessary
to be provided to the Business, and if the parties cannot reasonably agree as to the fees to be paid to Seller for such Additional
Service, then an hourly rate shall apply with respect to Seller personnel work on such Additional Services calculated using the
same methodology used to determine the rates set forth in the Services Annex, and if it is necessary or appropriate for Seller
to engage any third-party to provide any such Additional Services, then Seller shall pass through the rates or other costs charged
by such third party. For the avoidance of doubt, in no event will any such Additional Services include any Services specifically
identified as excluded services on the Services Annex. It is further agreed and understood that, except with respect to this Section
1.5, any reference to a Service or Services shall also include an Additional Service or Additional Services provided hereunder,
as applicable. Notwithstanding the foregoing, any further assistance requested by Buyer under this Agreement that is ancillary
to and necessary for the delivery of a Service described in the Service Annex shall be considered as part of such Service and not
an Additional Service, and thus are not subject to the terms applicable to Additional Services in this Section 1.5.


 






    	 	2	 



     


    

 


Section 1.6           
The Service Annex sets forth a representative of each of Seller and Buyer for each Service who will act as the primary contact
persons with respect to the performance of such Service (each, a “Service Coordinator”). Unless otherwise agreed
by the parties, all communications relating to a given Service shall be directed to the applicable Service Coordinator. The applicable
Service Coordinator for Buyer and Seller for each Service, including relevant contact information, are set forth on the Services
Annex. Either party may change any of its Service Coordinators at any time by providing notice to the other party in accordance
with Section 7.5 of this Agreement.


 


Section 1.7           
OTHER THAN IN THE CASE OF WILLFUL MISCONDUCT, FRAUD OR GROSS NEGLIGENCE BY SELLER OR ITS AFFILIATES, SELLER’S TOTAL
LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE AMOUNT PAYABLE BY BUYER HEREUNDER FOR THE SERVICES. EXCEPT AS EXPRESSLY
SET FORTH HEREIN, SELLER MAKES NO REPRESENTATIONS AND WARRANTIES OF ANY KIND, IMPLIED OR EXPRESSED, WITH RESPECT TO THE SERVICES,
INCLUDING (WITHOUT LIMITATION) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE, ALL
OF WHICH ARE SPECIFICALLY DISCLAIMED.


 


Section 1.8           
The parties acknowledge and agree that this Agreement does not create a fiduciary relationship, partnership, joint venture
or relationships of trust or agency between the parties and that all Services are provided by Seller as an independent contractor.


 


ARTICLE
II



RESPONSIBILITY FOR WAGES AND FEES


 


For such time as any
employees of Seller or any of its Affiliates are providing the Services to Buyer under this Agreement, (i) such employees will
remain employees of Seller or such Affiliate, as applicable, and shall not be deemed to be employees of the Buyer for any purpose,
and (ii) Seller or such Affiliate, as applicable, shall be solely responsible for the payment and provision of all wages, bonuses
and commissions, employee benefits, including, worker’s compensation and the withholding and payment of applicable taxes
relating to such employment.


 


ARTICLE
III



TERMS OF PAYMENT AND RELATED MATTERS


 


Section 3.1           
As more fully provided in the Services Annex and Section 3.3, as applicable, and subject to the terms and conditions therein
as well as Section 3.4: (i) Seller shall present to Buyer monthly invoices (“Invoices”), which shall set forth
in reasonable detail (with such supporting documentation as Buyer may reasonably request with respect to the amounts payable under
this Agreement); and (ii) payments pursuant to this Agreement shall be made within fifteen (15) days after the date of an Invoice
provided by Seller. Seller reserves the right to charge interest on any amount which has been due from Buyer for more than fifteen
(15) days (except for unpaid amounts that are the subject of a good faith dispute), at a rate equal to the prime lending rate (as
quoted in the Wall Street Journal on the last Business Day of the month of such overdue Invoice). Notwithstanding anything to the
contrary in this Agreement, Seller may suspend provision of any or all Services upon notice to Buyer if any Invoice remains unpaid
forty-five (45) days after receipt by Buyer, unless the unpaid amounts are the subject of a good faith dispute (as provided for
in Section 3.4). Invoices shall be sent to the representative of Buyer listed on Annex B hereto, by the methods set forth therein.
Buyer may change its representative listed on Annex B by notice to Seller provided in accordance with Section 7.5 of this Agreement.


 






    	 	3	 



     


    

 


Section 3.2           
The Services Annex sets forth for each of the Services the expected (as of the Effective Date) final date for the performance
of such Service (for each Service, the “Initial Target Date”), which final date applicable to each Service shall
be no later than the earlier of: (a) the date that is two times the duration of the period between the Effective Date and the Initial
Target Date and (b) nine (9) months after the Effective Date (the “Outside Date”); for illustration purposes,
if the Initial Target Date for a Service is (i) three (3) months after the Effective Date, then the Outside Date for such Service
would be six (6) months after the Effective Date, and (ii) five (5) months after the Effective Date, then the Outside Date for
such Service would be nine (9) months after the Effective Date. Upon the Initial Target Date for each Service or any later expiration
of the term of such Service, Buyer may extend the term of such Service for additional, successive
one (1) month terms upon Buyer’s written request provided to Seller at least fifteen (15) days prior to such Initial Target
Date or other expiration; provided, however, that Buyer agrees that the applicable fee for such Service during any period following
the Initial Target Date shall be one hundred and ten percent (110%) of the monthly fee set forth for such Service in the
Services Annex. In no event shall Seller be obligated to provide a Service after the applicable Outside Date, unless otherwise
agreed in writing by Seller.


 


Section 3.3           
In consideration for the Services, Buyer shall pay to Seller the monthly fees set forth in the Services Annex with respect
to each Service that Buyer receives. All fees shall be billed in arrears for Services previously performed. Buyer and Seller shall
negotiate in good faith an allocation of any third-party costs not reflected on the Services Annex incurred by the Seller in connection
with providing the Services to Buyer pursuant to this Agreement.


 


Section 3.4           
In the event of an Invoice dispute, Buyer shall deliver a written statement to Seller prior to the date payment is due on
the disputed Invoice listing all disputed items and providing a reasonably detailed description of the dispute. Amounts not so
disputed shall be deemed accepted and shall be paid, notwithstanding disputes on other items, within the period set forth in Section
3.1. The parties shall seek to resolve all such disputes expeditiously and in good faith.


 


Section 3.5           
The parties acknowledge and agree that Buyer may terminate any Service set out in the Services Annex for its convenience
upon twenty (20) days’ prior written notice to Seller (a “Service Reduction Notice”), provided that the
Services Annex may expressly limit the ability for Buyer to terminate or reduce certain Services while keeping other particular
Services (“Dependent Services”), in which case such Dependent Services may only be terminated together and not
independently of each other or only in part (or as otherwise prescribed in the Services Annex). If Buyer provides a Service Reduction
Notice, Seller shall use commercially reasonable efforts to reduce, to the extent designated by Buyer, the Services as soon as
practicable and the costs associated with the provision of the Services that are the subject of the Service Reduction Notice (the
“Discontinued Services”), and, subject to the following, Buyer shall not be responsible for any costs with respect
to any of the Discontinued Services after ten (10) days following the provision to Seller of the applicable Service Reduction Notice,
except that Buyer will remain responsible for paying to Seller any fees or costs for such Service (as set forth in the Services
Annex) that Seller incurs and cannot reasonably eliminate resulting from an extension of such Service beyond the Initial Target
Date. Notwithstanding the foregoing, Buyer shall continue to be liable hereunder to Seller for all costs associated with the provision
of Services that are not the Discontinued Services.


 






    	 	4	 



     


    

 


Section 3.6           
Buyer shall comply with the applicable terms of all third party agreements relating to any of the Services provided hereunder
if and to the extent such agreements or the respective terms have been provided or otherwise disclosed in writing in advance to
Buyer.


 


Section 3.7           
Buyer shall be responsible for all sales or use Taxes imposed or assessed as a result of the provision of Services by Seller.


 


Section 3.8           
Reserved.


 


Section 3.9           
Seller shall, at its sole cost and expense, use commercially reasonable efforts to obtain all consents, authorizations,
waivers, and approvals from any Third Party that are required for Seller to perform the Services or Buyer to receive the Services
(“Consents”). To the extent that any Consent is required with respect to any Service, Seller shall not provide
such Service without obtaining such Consent, except as otherwise as agreed in writing by the parties. All license fees, temporary
right to use fees, royalties or other amounts payable to any Third Party that may be required for Seller to perform, or for Buyer
to receive, any of the Services, including obtaining any Consents shall be borne by the parties in the following proportion: fifty
percent (50%) of such fees, royalties, and other amounts borne by Seller, and the remaining fifty percent (50%) of such fees, royalties,
and other amounts borne by Buyer. Buyer shall have the right to approve any such amounts, and shall provide such approval or rejection
promptly. In the event Buyer does not approve such amounts, Seller shall be excused from performance of the corresponding Service(s)
without any further obligation or liability to the extent performing such Service(s) is prejudiced by such non-approval. Without
limiting the foregoing, if Seller is not able to obtain any such Consent (other than due to Buyer’s failure to approve related
costs), Seller shall promptly notify Buyer and each of Buyer and Seller shall work in good faith and use commercially reasonable
efforts to arrange as soon as practicable an alternative means of obtaining or providing, respectively, such Service that is the
same in all material respects as the benefit provided under or by the relevant Service for which the Consent was required and that
is reasonably satisfactory to Buyer (with any incremental cost associated with such alternative means borne equally by Seller and
Buyer). If Buyer and Seller are unable to arrange such an alternative means within twenty (20) Business Days after the Effective
Date, Buyer may terminate any affected Service, and Seller shall be excused from performance of the corresponding Service(s) without
any further obligation or liability.


 






    	 	5	 



     


    

 


ARTICLE
IV



TERM


 


This Agreement shall
terminate upon the earliest to occur of any of the following: (a) termination or expiration (i.e., lapse of the Outside Dates for
each of the Services) of all Services, (b) the date that is nine (9) months after the Closing Date (except with respect to those
Services that have an Initial Target Date that exceeds nine (9) months, in which case the term of this Agreement shall terminate
with respect to such Service on the Initial Target Date of such Service), (c) thirty (30) days after Buyer submits written notice
of intent to terminate this Agreement to Seller, and (d) mutual written agreement by the parties to terminate this Agreement. Notwithstanding
the foregoing, to the extent that this Agreement is required in order to provide Buyer with the benefit of any non-assignable Contract
that constitutes a Purchased Asset, this Agreement shall remain in effect with respect to such Contract until the earlier of (a)
the applicable renewal date under such Contract or (b) the effective date of the termination of the Contract.


 


ARTICLE
V



FORCE MAJEURE


 


The obligations of
Seller, Buyer and their respective Affiliates under this Agreement shall be suspended during the period and to the extent that
such Person is prevented or hindered from complying therewith by any of the following causes beyond its reasonable control: (i)
acts of God, (ii) weather conditions, fire or explosion, (iii) war, invasion, riot or other civil unrest, (iv) order or regulation
of a Governmental Authority, (v) Legal Proceedings, embargoes or blockades in effect on or after the date of this Agreement, (vi)
Legal Proceeding by any Governmental Authority, (vii) national or regional emergency, (viii) strikes, labor stoppages or slowdowns
or other industrial disturbances, (ix) shortage of adequate power or transportation facilities, or (x) any other event which is
beyond the reasonable control of such Person. In such event, the party whose obligations are suspended shall give notice of suspension
as soon as reasonably practicable to the party to which such obligations are owed stating the date and extent of such suspension
and the cause thereof, and shall remove or otherwise address the impediment to action as soon as reasonably practicable and resume
the performance of such obligations as soon as reasonably practicable thereafter.


 






    	 	6	 



     


    

 


ARTICLE
VI



CONFIDENTIALITY


 


Section 6.1           
From and after the date of this Agreement, Buyer shall not, and shall cause its Subsidiaries receiving Services hereunder
and their respective officers, managers, directors, employees, auditors and other agents (collectively, “Representatives”)
not to, disclose to any other Person (other than Buyer’s Affiliates) any Seller TSA Confidential Information; provided
that Buyer or its Subsidiaries may disclose Seller TSA Confidential Information (i) to the extent required by Law, in any report,
statement, testimony or other submission to any Governmental Authority having jurisdiction over Buyer or such Subsidiaries, as
applicable, (ii) as may be reasonably necessary in connection with any Tax Returns, accounting records or financial reporting obligations
or any audit or (iii) in order to comply with any Law applicable to Buyer or such Subsidiaries, as applicable, or as legally required
by any summons, subpoena or other legal process or formal or informal investigative demand issued to Buyer or such Subsidiaries,
as applicable, in the course of any litigation, investigation or administrative proceeding; provided, further, that,
if Buyer or any such Subsidiary becomes legally compelled by deposition, interrogatory, request for documents, subpoena, civil
investigative demand or similar judicial or administrative process to disclose any Seller TSA Confidential Information, Buyer or
such Subsidiaries, as applicable, shall (to the extent permitted by Law) provide Seller with prompt prior written notice of such
requirement and, to the extent reasonably practicable, cooperate with Seller and Seller’s Affiliates (at Seller’s expense)
to obtain a protective order or similar remedy to cause such Seller TSA Confidential Information not to be disclosed, including
interposing all available objections thereto. In the event that such protective order or other similar remedy is not obtained,
Buyer or its applicable Subsidiaries shall furnish only that portion of Seller TSA Confidential Information that has been legally
compelled, and shall exercise its reasonable best efforts to obtain assurance that confidential treatment will be accorded such
disclosed Seller TSA Confidential Information. Buyer hereby agrees, and shall cause its applicable Subsidiaries and Representatives,
to protect Seller TSA Confidential Information by using the same degree of care, but no less than a reasonable degree of care,
to prevent the unauthorized disclosure of Seller TSA Confidential Information as Buyer uses to protect its own confidential information
of a like nature. To the extent that an Affiliate of Buyer that is not a Subsidiary of Buyer is a recipient of Services pursuant
to Section 1.1, Buyer shall ensure that such Affiliate complies with the provisions of this Section 6.1 that are applicable to
a Subsidiary of Buyer.


 


Section 6.2           
From and after the date of this Agreement, Seller shall not, and shall cause its Affiliates and its and its Affiliates’
Representatives not to, use other than in the performance of the Services or disclose to any other Person (other than Seller’s
Affiliates or Third Party service providers in the performance of the Services) any Buyer TSA Confidential Information; provided
that Seller or its Affiliates may disclose Buyer TSA Confidential Information (i) to the extent required by Law, in any report,
statement, testimony or other submission to any Governmental Entity having jurisdiction over Seller or its Affiliates, as applicable,
(ii) as may be reasonably necessary in connection with any Tax Returns, accounting records or financial reporting obligations or
any audit or (iii) in order to comply with any Law applicable to Seller or its Affiliates, as applicable, or as legally required
by any summons, subpoena or other legal process or formal or informal investigative demand issued to Seller or its Affiliates,
as applicable, in the course of any litigation, investigation or administrative proceeding; provided, further, that,
if Seller or any of its Affiliates becomes legally compelled by deposition, interrogatory, request for documents, subpoena, civil
investigative demand or similar judicial or administrative process to disclose any Buyer TSA Confidential Information, Seller shall
(to the extent permitted by Law) provide Buyer with prompt prior written notice of such requirement and, to the extent reasonably
practicable, cooperate with Buyer or its respective Affiliates, as applicable (at Buyer’s expense) to obtain a protective
order or similar remedy to cause Buyer TSA Confidential Information not to be disclosed, including interposing all available objections
thereto. In the event that such protective order or other similar remedy is not obtained, Seller or its applicable Affiliates shall
furnish only that portion of Buyer TSA Confidential Information that has been legally compelled, and shall exercise its reasonable
best efforts to obtain assurance that confidential treatment will be accorded such disclosed Buyer TSA Confidential Information.
Seller hereby agrees, and shall cause its Affiliates and its and its Affiliates’ Representatives and its Third Party service
providers, to protect Buyer TSA Confidential Information by using the same degree of care, but no less than a reasonable degree
of care, to prevent the unauthorized disclosure of Buyer TSA Confidential Information as Seller uses to protect its own confidential
information of a like nature.


 






    	 	7	 



     


    

 


Section 6.3           
“Seller TSA Confidential Information” means all non-public information disclosed under or in connection
with this Agreement by Seller or its Affiliates or their respective Representatives to Buyer or any of its Affiliates or their
respective Representatives regarding Seller or its Affiliates, and not constituting Buyer TSA Confidential Information; provided
that “Seller TSA Confidential Information” shall not include information which (i) is or becomes generally available
to the public (other than as a result of its disclosure in violation of Section 6.1 above), (ii) was already known to Buyer (other
than by previous disclosure by Seller or its Affiliates or their respective Representatives) as of the Effective Date and not subject
to any duty of confidentiality to Seller or its Affiliates, (iii) is independently developed by Buyer or its Affiliates without
reference to any Seller TSA Confidential Information or (iv) after the Closing Date, is lawfully made available or known to Buyer
or its Affiliates by a Person not known by Buyer to be subject to any duty of confidentiality to Seller or its Affiliates or their
respective Representatives. “Buyer TSA Confidential Information” means all non-public information related to
the Buyer and to the Business other than any information used in Seller’s or its Affiliates’ other businesses as of
the Closing Date, and any other non-public information disclosed under or in connection with this Agreement by Buyer or its Affiliates
or their respective Representatives; provided that “Buyer TSA Confidential Information” shall not include information
which (1) is or becomes generally available to the public (other than as a result of its disclosure in violation of Section 6.2
above), (2) after the Closing Date, is independently developed by Seller or its Affiliates without reference to any Buyer TSA Confidential
Information or (3) after the Closing Date, is lawfully made available or known to Seller or its Affiliates by a Person not known
by Seller to be subject to any duty of confidentiality to Buyer or its Affiliates or their Representatives.


 


ARTICLE
VII



MISCELLANEOUS


 


Section 7.1           
Survival. The following provisions shall survive expiration or earlier termination of this Agreement: ARTICLE III,
ARTICLE VI and ARTICLE VII.


 


Section 7.2           
Assignment; Binding Effect. This Agreement and the rights and obligations hereunder are not assignable by any party
unless such assignment is consented to in writing by the other parties; provided that a party may, without the consent of
the other party, assign its rights hereunder to one or more of its Affiliates; provided, further, that
Buyer may assign this Agreement or its rights hereunder, in whole or in part, to an acquirer in connection with the transfer or
sale of any or all of the business or assets of Buyer. Subject to the preceding sentence, this Agreement and all the provisions
hereof shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted
assigns. Notwithstanding the foregoing, each party and their direct and indirect Subsidiaries (or any or all of them) may assign
their respective rights and obligations pursuant to this Agreement to any of their lenders as collateral security.


 






    	 	8	 



     


    

 


Section 7.3           
Choice of Law. This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware
applicable to agreements made and to be performed entirely within such State, without regard to the conflict of laws principles
of the State of Delaware.


 


Section 7.4           
Jurisdiction and Service of Process. With respect to any Legal Proceeding resulting from, relating to or arising
out of this Agreement, each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the
federal courts of the United States of America located in the state of Delaware or, if such court will not accept jurisdiction,
any court of competent civil jurisdiction sitting in the state of Delaware. In any such Legal Proceeding, each of the parties hereto
irrevocably and unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise (i) any claim that
it is not subject to the jurisdiction of the above courts, (ii) that its property is exempt or immune from attachment or execution,
(iii) that such Legal Proceeding is brought in an inconvenient forum, (iv) that the venue of such Legal Proceeding is improper,
(v) that such Legal Proceeding should be transferred or removed to any court other than one of the above-named courts, or should
be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that
this Agreement or the subject matter hereof may not be enforced in or by such courts. Each of the parties hereto hereby agrees
not to commence any such Legal Proceeding other than before one of the above-named courts. Each of the parties hereto also hereby
agrees that any final and unappealable judgment against a party in connection with any such Legal Proceeding shall be conclusive
and binding on such party and that such judgment may be enforced in any court of competent jurisdiction, either within or outside
of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount
of such award or judgment. With respect to any Legal Proceeding for which it has submitted to jurisdiction pursuant to this Section
7.4, each party irrevocably consents to service of process in the manner provided for the giving of notices pursuant to Section
7.5 of this Agreement. Nothing in this Section 7.4 shall affect the right of any party to serve process in any other manner permitted
by Law. The foregoing consent to jurisdiction shall not (a) constitute submission to jurisdiction or general consent to service
of process in the State of Delaware for any purpose except with respect to any Legal Proceeding resulting from, relating to or
arising out of this Agreement or (b) be deemed to confer rights on any Person other than the respective parties to this Agreement.


 


Section 7.5           
Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in
writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when
received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by
facsimile (with confirmation of transmission) or e-mail of a PDF document if sent during normal business hours of the recipient,
and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date
mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective
Parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance
with this ):


 






    	 	9	 



     


    

 


If to the Seller:


 


Asure Software, Inc.


3700 N. Capital of Texas Hwy, Suite
350


Austin, TX 78746


Attention: Pat Goepel


Email: pgoepel@asuresoftware.com


 


with a copy (which shall not
constitute notice) to:


 


Messerli & Kramer, P.A.


100 South Fifth Street, Suite 1400


Minneapolis, MN 55402


Attention: Katheryn A. Gettman


Email: kgettman@messerlikramer.com


 


If to Buyer:


 


Accel-KKR

2500 Sand Hill Rd # 300

Menlo Park, CA 94025

Attention: Dean Jacobson

Attention: Joe Porten

Email: Dean@accel-kkr.com

Email: Jporten@accel-kkr.com


 


and to:


 


FM:Systems Group, LLC


2301 Sugar Bush Road Suite 500


Raleigh, NC 27612


Attention: Kurt Von Koch


Email: kvonkoch@fmsystems.com


 


with a copy (which shall not
constitute notice) to:


 


Goodwin Procter LLP

601 Marshall Street

Redwood City, CA 94063

Attention: Scott B. Joachim

Email: SJoachim@goodwinlaw.com


 






    	 	10	 



     


    

 


Section 7.6           
Headings. The headings contained in this Agreement are inserted for convenience only and shall not be considered
in interpreting or construing any of the provisions contained in this Agreement.


 


Section 7.7           
Entire Agreement. This Agreement, including all Services Annexes, constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings between the parties with
respect to such subject matter.


 


Section 7.8           
Interpretation.


 


(a)           When a reference is made to an Article, Section, or Annex, such reference shall be to an Article, Section, or Annex to,
this Agreement unless otherwise indicated.


 


(b)           Whenever the words “include,” “includes” or “including” are used in this Agreement,
they shall be deemed to be followed by the words “without limitation.”


 


(c)           Unless the context requires otherwise, words using the singular or plural number also include the plural or singular number,
respectively, the use of any gender herein shall be deemed to include the other genders, words denoting natural persons shall be
deemed to include business entities and vice versa and references to a Person are also to its permitted successors and assigns.


 


(d)           References to “dollars” or “$” are to U.S. dollars.


 


(e)           References to “U.S.” are to the United States of America.


 


(f)            The terms “hereof,” “herein” “hereby,” “hereto” and derivative or similar
words refer to this entire Agreement.


 


(g)           References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations
promulgated thereunder (provided that for purposes of any representations and warranties contained in this Agreement that
are made as of a specific date or dates, references to any statute shall be deemed to refer to such statute, as amended, and to
any rules or regulations promulgated thereunder, in each case, as of such date or dates).


 


Section 7.9           
Waiver and Amendment. This Agreement may be amended, modified or supplemented only by a written mutual agreement
executed and delivered by Seller and Buyer. Except as otherwise provided in this Agreement, any failure of any party to comply
with any obligation, covenant, agreement or condition herein may be waived by the party entitled to the benefits thereof only by
a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with
such obligations, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent
or other failure.


 


Section 7.10         
Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their permitted successors
and assigns, and nothing herein express or implied shall give or be construed to give to any Person, other than the parties hereto
and such permitted successors and assigns, any legal or equitable rights hereunder.


 






    	 	11	 



     


    

 


Section 7.11         
Severability. If any provision of this Agreement or the application of any such provision to any Person or circumstance
shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality
or unenforceability shall not affect any other provision hereof.


 


Section 7.12         
Counterparts; Facsimile Signatures. This Agreement may be executed in any number of counterparts, each of which when
executed, shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument binding
upon each of the parties hereto notwithstanding the fact that all parties are not signatory to the original or the same counterpart.
For purposes of this Agreement, facsimile and pdf signatures shall be deemed originals.


 


Section 7.13         
Waiver
of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, THE PARTIES HEREBY WAIVE, AND COVENANT THAT THEY WILL NOT ASSERT,
ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY
OF THE TRANSACTIONS CONTEMPLATED PURSUANT TO THE PURCHASE AGREEMENT, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING
IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN
EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE ITS RIGHT TO TRIAL BY JURY
IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED PURSUANT TO THE PURCHASE
AGREEMENT.


 


[Signature page follows]


 






    	 	12	 



     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed the day and year first above written.


 


	 	ASURE SOFTWARE, INC.
	 	 	 
	 	 	 
	 	By:	/s/ Patrick Goepel
	 	 	Name:	Patrick Goepel
	 	 	Title:	Chief Executive Officer and President
	 	 	 
	 	 	 
	 	FM:SYSTEMS GROUP, LLC
	 	 	 
	 	 	 
	 	By:	/s/ Joe Porten
	 	 	Name:	Joe Porten
	 	 	Title:	Vice President


 


[Transition Services Agreement]




 






     


     


    

 


ANNEX A



SERVICES ANNEX


 






     


     


    

 


ANNEX B



DELIVERY OF INVOICES