ex4-1.htm


    


    


    EXHIBIT
4.1

    


    AMENDMENT
NO. 2

    TO

    ACCELERIZE
NEW MEDIA, INC.

    CONVERTIBLE
PROMISSORY NOTE

    


    


    THIS AMENDMENT NO. 2 (this “Amendment”) dated as
of [_______ __, 2009],  entered by and between Accelerize New Media,
Inc., a Delaware corporation (the “Borrower”), and [___________] (the “Lender”),
to a certain 10% Convertible Promissory Note, dated [_______ __, 2008], in the
original principal amount of [ _______ thousand dollars ($______)], executed by
the Borrower and delivered to the Lender, as amended to date by Amendment No. 1
(the “Original Note”).

    


    WHEREAS, the Borrower and the Lender
have agreed to amend the Original Note by clarifying the Terms of Repayment and
the Lender’s conversion price as described below.

    


    NOW THEREFORE, it is hereby
agreed:

    


    1.           Definitions.  All
of the defined terms that are used in this Amendment and not otherwise defined
herein shall have the respective meanings assigned to them in the Original Note.
All references to paragraph and section numbers in this Amendment shall be
deemed references to paragraph and section numbers in the Original Note unless
otherwise specified.

     

    2.           Effect of
Amendment.  As used in the Common Stock Purchase Warrant issued
to the Lender in connection with the Original Note and all other instruments and
documents executed in connection with the Original Note, any reference to the
Note shall mean the Note as amended to date, including by this
Amendment.

     

    3.           Terms of Repayment.
Section 1(d) of the Original Note is hereby amended by replacing it with the
following:

     

    “(d) Principal shall be due and payable
on the Maturity Date, and subject to the following conditions, shall be payable
at the option of the Lender in cash or shares of Common Stock as follows: (i) if
the average Closing Price of the Common Stock on the last five (5) Trading Days
prior to the Maturity Date is fifty cents ($0.50) or
more, then the Lender may elect to have the Principal paid in shares of
Common Stock. In such case, the number of shares of Common Stock to be issued to
the Lender shall be determined by dividing the principal amount outstanding on
the Maturity Date by fifty cents ($0.50); (ii) if the average Closing Price of
the Common Stock on the last five (5) Trading Days prior to the Maturity Date is
less than fifty cents
($0.50), then the Principal may only be paid in cash.”

     

    4.           Lender’s Conversion
Price. The first paragraph of Section 3 of the Original Note is hereby
amended by replacing it with the following:

     

    
      
         

      

      
        -1-

        
          

        

      

      
         

      

    

    “The Lender shall have the option, at
any time on or after July 30, 2008, but before the Maturity Date, to convert the
outstanding Principal of this Note into fully-paid and nonassessable shares of
Common Stock at the Lender’s Conversion Price (as defined below) described below
by providing the Borrower with a written notice (“Lender’s Conversion Notice”)
in the form attached hereto as Exhibit
A.  As used herein, the term “Lender’s Conversion Price” means,
as applicable, the
lesser of: (i) fifty cents ($0.50) per share of Common Stock; or (ii) if
at any time prior to the Maturity Date the Borrower enters into a New
Transaction (as defined below), the Lender’s Conversion Price shall be the New
Transaction Price, if lower than fifty cents ($0.50) per share of Common Stock.
As used herein, the term “New Transaction Price” means the lowest effective
purchase price, conversion price or exercise price, as the case may be, in a New
Transaction.  As used herein, the term “New Transaction” means any
transaction entered into, directly or indirectly, by or for the benefit of the
Borrower after the date hereof and before the Maturity Date, pursuant to which
shares of Common Stock, or securities convertible or exercisable into shares of
Common Stock, are issued by the Borrower, except shares of Common Stock issued
under the Accelerize New Media Stock Option Plan.”

     

    5.           Representations and
Warranties. In order to induce the Lender to enter into this Amendment,
Borrower hereby represents and warrants that this Amendment has been duly
authorized, executed and delivered by all necessary corporate action of the
Borrower and each of this Amendment and the Original Note, as amended hereby,
constitutes the legal, valid and binding obligations of Borrower enforceable in
accordance with its respective terms. Borrower further represents and warrants
that no act or event has occurred and is continuing that violates, is in
conflict with, results in a breach of or constitutes an event of Default under
the Original Note.

     

    6.           Limited
Nature.  The amendments set forth herein are limited precisely
as written and shall not be deemed to (a) be a consent to any waiver of, or
modification of, any other term or condition of the Note, or (b) prejudice any
right or rights which the Lender may now have or may have in the future under or
in connection with the Note. Except as expressly amended hereby, the terms and
provisions of the Original Note shall remain in full force and
effect.  If any term, covenant or condition of this Amendment shall be
held to be invalid, illegal or unenforceable in any respect, this Amendment
shall be construed without such provision.

     

    


    [Remainder
of page intentionally left blank]

    


    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered by their respective duly authorized officers as of the
date first above written.

     

    ACCELERIZE NEW MEDIA,
INC..

    


    By:____________________________________

    Name: Brian Ross

    Title: President and Chief Executive
Officer

    


    


    


    [LENDER]

    


    


    By:____________________________________

    Name:

    Title:

     

    
 

    


    -3-