ex4-1.htm


    Exhibit 4.1

     

    
      SUBSCRIPTION
AGREEMENT AND INVESTOR QUESTIONNAIRE

      


      ACCELERIZE
NEW MEDIA, INC.

       UNIT
OFFERING

      REGULATION
D SUBSCRIPTION AGREEMENT

      Common
Stock and Warrants

      


      Accelerize
New Media, Inc.

      12121
Wilshire Blvd., Suite 322, Los Angeles, CA 90025

      


      Ladies
and Gentlemen:

      


      


      YOU
SHOULD MAKE YOUR OWN DECISION WHETHER THIS OFFERING MEETS YOUR INVESTMENT
OBJECTIVES AND RISK TOLERANCE LEVEL. THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION APPROVED, DISAPPROVED, ENDORSED, OR RECOMMENDED THIS
OFFERING, OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS SUBSCRIPTION
AGREEMENT.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
NO STATE ADMINISTRATOR IN ANY JURISDICTION HAS REVIEWED THE DISCLOSURE IN THIS
DOCUMENT. ACCELERIZE NEW MEDIA, INC. IS RELYING ON AN EXEMPTION FROM
REGISTRATION OR QUALIFICATION IN OFFERING THE SECURITIES. NO INDEPENDENT PERSON
HAS CONFIRMED THE ACCURACY OR TRUTHFULNESS OF THIS DISCLOSURE, NOR WHETHER IT IS
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS ILLEGAL.

      


      THESE
SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT
BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION
OR EXEMPTION THEREFROM. SUBSCRIBERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO
BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF
TIME.

      


      THIS
SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is made as of the ______
day of ____________, 2009, between Accelerize New Media, Inc. a corporation
organized under the laws of the State of Delaware (the “COMPANY”), and
____________________, the Subscriber (“SUBSCRIBER”), as set forth on the
execution pages hereof.

      


      RECITALS

      


      The
Subscriber has offered to purchase the Units (as defined below) from the Company
and the Company desires to accept the Subscriber’s offer to purchase the Units
based solely upon the representations made by the Subscriber set forth
herein.

      


      
        
          
          

        

        
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      The
Company and the Subscriber are executing and delivering this Subscription
Agreement in reliance upon the exemptions from securities registration under the
Securities Act of 1933, as amended (the “Securities Act”).

      


      The
Company desires to sell, and the Subscriber desires to purchase, upon the terms
and conditions stated in this Subscription Agreement, [twelve thousand and
(12,000)] Units (the "Units") at the price of [one hundred dollars ($100.00)]
each. Each Unit consists of [two hundred and fifty (250)] shares of common stock
(the “Common Stock”) and 3-year Warrant to purchase up to an additional [two
hundred and fifty (250)] shares of Common Stock, at an exercise price of $0.65
per share of Common Stock (the “Warrants” and together with the Common Stock,
the “Units”).  The minimum subscription per Subscriber is [One
thousand (1,000)] Units; however, in the Company's sole discretion it may accept
subscriptions for a lesser number of Units.  The shares of common
stock issuable upon exercise of the Warrants are referred to herein as the
“Warrant Shares.” The Units, the Common Stock, the Warrants and the Warrant
Shares are collectively referred to herein as the “Securities” and each of them
may individually be referred to herein as a “Security”.

      


      The
Company reserves the right to increase the amount of this offering and amend the
offering terms without notice or approval from prior subscribers in the offering
and it reserves the right to accept a lesser number of Units.  The
Units are offered solely to Accredited Investors (as hereinafter defined) by our
Placement Agents on a “best-efforts” basis.

      


      The
Subscriber understands and acknowledges that the Company is relying upon the
representations and warranties of the Subscriber set forth in this Subscription
Agreement without limitation.

      


      NOW,
THEREFORE, the Company and the Subscriber hereby agree as follows:

      


      1.           Recitals.

      


      The above
recitals are true and correct and constitute the terms of this Subscription
Agreement where applicable.

      


      2.           Subscription.

      


      Subject
to the terms and conditions of this Subscription Agreement, the Subscriber
hereby irrevocably subscribes for and agrees to purchase the number of Units set
forth on the signature page hereto and, as full payment therefore, agrees to pay
to the Company, concurrently with the Subscriber’s execution and delivery of
this Subscription Agreement, the sum of [$100.00] in cash for each Unit
purchased.

      


      This
offering may be modified by the Company’s management at its sole discretion
without approval from, or notice to Subscriber, including but not limited to,
increases or reductions in the Unit price, offering terms, and number and type
of Securities contained within the Unit.  At the sole discretion of
the Company’s management, the Company may conduct other offerings of its
securities while it is conducting this offering with terms that may not be
similar or comparable to this offering.

      


      
        
          
          

        

        
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      3.           Subscriber's Representations
and Warranties.  As a material inducement for the Company to
enter into this Subscription Agreement, the Subscriber represents and warrants
to the Company as follows:

      


      3.1           Purchase for Subscriber’s
Own Account.  The Subscriber is purchasing the Securities for
the Subscriber's own account and not with a view towards the public sale or
distribution thereof, except pursuant to sales that are exempt from the
registration requirements of the Securities Act and/or sales registered under
the Securities Act.  The Subscriber understands that Subscriber must
bear the economic risk of this investment indefinitely, unless the Securities
are registered pursuant to the Securities Act and any applicable state
securities or blue sky laws or an exemption from such registration is available,
and that the Company has no present intention of registering the resale of any
such Securities.

      


      3.2           Investment Intention of
Subscriber.  The Subscriber understands that the Securities
have not been registered under the Securities Act by reason of a claimed
exemption under the provisions of the Securities Act that depends, in part, upon
the Subscriber’s investment intention.  In connection with this, the
Subscriber understands that it is the position of the Securities and Exchange
Commission (“SEC”) that the statutory basis for such exemption would not be
present if the Subscriber’s representation merely meant that its present
intention was to hold such securities for a short period, such as the capital
gains period of tax statutes, for a deferred sale, for a market rise, assuming
that a market develops, or for any other fixed period.  The Subscriber
realizes that, in the view of the SEC, a purchase now with an intent to resell
would represent a purchase with an intent inconsistent with its representation
to the Company, and the SEC might regard such a sale or disposition as a
deferred sale to which such exemptions are not available.

      


      3.3           Reliance on Exemptions from
Registration.  The Subscriber understands that the Securities
are being offered and sold in reliance upon specific exemptions from the
registration requirements of United States federal and state securities laws and
that the Company is relying upon the truth and accuracy of, and the Subscriber's
compliance with, the representations, warranties, agreements, acknowledgments
and understandings of the Subscriber set forth herein without limitation in
order to determine the availability of such exemptions and the eligibility of
the Subscriber to acquire the Securities.

      


      3.4           Lack of Governmental
Approval or Review.   The Subscriber understands that the
Securities have not been approved or disapproved by the SEC or any State
Securities Commission or any foreign governmental authority of any country nor
has the SEC or any State Securities Commission or foreign governmental authority
of any jurisdiction passed upon the accuracy of any information provided to the
Subscriber or passed upon, or made any recommendation or endorsement of the
securities or made any finding or determination as to the fairness of the
offering. The Subscriber will furnish evidence satisfactory to the Company of
compliance with the laws of any jurisdiction that, in the opinion of the
Company, may be applicable, and the Company shall be entitled to require and
rely upon an opinion of counsel at the expense of Subscriber which must be
satisfactory to the Company with respect to compliance with laws of any
jurisdiction deemed applicable by the Company.

      


      
        
          
          

        

        
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      3.5           Accredited Investor Status,
and Suitability.  The Subscriber has read and understands Rule
501(a) of Regulation D of the Securities Act and represents that he is an
“Accredited Investor” as that term is defined by Rule 501(a).  The
Subscriber further represents that he is knowledgeable, sophisticated and
experienced in making, and is qualified to make decisions with respect to a
variety of sophisticated and complex investments that present investment
decisions like those involved in the purchase of the Securities.  The
Subscriber, in reaching a decision to subscribe, has such knowledge and
experience in financial and business matters that the Subscriber is capable of
reading, interpreting and understanding financial statements and evaluating the
merits and risks of an investment in the Securities and has the net worth to
undertake such risks.  Subscriber has invested in securities offered
by the Company and/or investments in the securities of companies comparable to
the Company that involve non-trading, and/or thinly traded securities and penny
stocks, unregistered securities, restricted securities, high risk investments,
operating losses and securities which are not listed or quoted on any national
securities exchange.  The Subscriber represents that in addition to
its own ability to evaluate the investment, it has employed the services of an
investment advisor, attorney or accountant to read all of the documents
furnished or made available by the Company to it to evaluate the merits and
risks of such an investment on its behalf, and that he recognizes the highly
speculative nature of an investment in the Securities.  The Subscriber
is familiar with the business operations and financial affairs of the
Company.

      


      3.6           Financial
Suitability.  Subscriber understands that Subscriber may be
unable to liquidate the Securities and any transfer of the Securities is
limited. The Subscriber’s overall commitment to investments which are not
readily marketable is not disproportionate to Subscriber’s net worth, and the
investment in the Securities will not cause the Subscriber’s overall investment
in illiquid high-risk investments to become excessive in proportion to
Subscriber’s assets, liabilities and living standards.  The Subscriber
can bear the economic risk of an investment for an indefinite period of time and
can bear a loss of the entire investment in the Securities without financial
hardship or a change in its living conditions.

      


      3.7           Company
Information.  The Subscriber hereby acknowledges
that:

      


      a.           No
offering memorandum or similar disclosure document has been prepared in
connection with the sale of the Units.  The Subscriber has read this
Subscription Agreement and is familiar with the terms of the
Securities.

      


      b.           In
making the decision to purchase the Securities, the Subscriber and the
Subscriber’s advisors have, prior to any sale to the Subscriber, been given
access and the opportunity to examine all books and records of the Company, all
contracts and documents relating to the Company, and all filings made by the
Company with the U.S. Securities and Exchange Commission,  and an
opportunity to ask questions of, and to receive answers from, the Company and to
obtain any additional information necessary to verify the accuracy of the
information provided to the Subscriber. The Subscriber and the Subscriber’s
advisors have been furnished with all materials relating to the business,
finances and operations of the Company and materials relating to the offer and
sale of the Securities that have been requested.

      


      
        
          
          

        

        
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      c.           The
only representations and warranties being given to the Subscriber by the Company
are as contained in this Subscription Agreement.

      


      d.           The
Subscriber understands that this offering has not been registered under the
Securities Act and is being made in reliance upon exemptions therefrom.
Subscriber must rely upon the Subscriber’s own access to information about the
Company and the offering. The Subscriber has requested, received, reviewed,
understands and considered all information it deems relevant in making an
informed decision to purchase the Securities, including but not limited to the
Company’s financial information, and the Subscriber has conducted independent
due diligence in matters involving the Company. Subscriber has consulted with
Subscriber’s legal, tax, and investment advisors regarding its investment in the
Securities and has received their approval to invest in the Securities. The
Subscriber hereby represents that, in Subscriber’s opinion, it has received
information equivalent to that which would be provided to an Investor in a
registration statement filed under the Securities Act.  The Subscriber
understands that the Subscriber or the Subscriber's representatives have been
and will continue to be provided with access to the Company's financial records
through its public filings with the SEC.  The Subscriber has furnished
the Subscriber’s legal, tax and financial advisors with all materials relating
to the business, finances and operations of the Company and materials relating
to the offer and sale of the Securities, and the Subscriber has advised the
Company that the offering, according to its terms, will, in the opinion of the
Subscriber, be made in compliance with applicable state and federal securities
laws.

      


      3.8           Representations of Income or
Profit.  The Subscriber is not investing in the Securities
based upon any representation, oral or written, by any person with respect to
the future value of, if any, or the income from, if any, the
Securities.  Neither the Company, the Placement Agent, nor any of
their respective officers, directors, stockholders, partners, employees or
agents, or any other persons have represented, guaranteed or warranted, whether
expressly or by implication, that: (i) the Company or the Subscriber will
realize any given percentage of profits and/or amount or type of consideration,
profit or loss as a result of the Company’s activities or the Subscriber’s
investment in the Company; or (ii) the past performance or experience of the
Company’s management, or of any other person, will in any way indicate
predictable results regarding the ownership of the Company’s securities, the
future value of the Company’s securities, or of the Company’s
activities.

      


      3.9           Use of
Proceeds.  Subscriber acknowledges that the Company's
management has the sole discretion over the use of proceeds of the offering and
there are no assurances that the Company will use the proceeds as the Company
currently intends.  As a result, the Company's management may spend
the proceeds on a broad variety of items including, without limitation,
operating expenses, loans, salaries, joint ventures, partnerships, or other
business arrangements formed now or to be formed in the future, any or all of
which may never be successful.  Subscriber acknowledges that it will
have no control or ability to influence or participate in the determination of
how the proceeds from this offering will be utilized and the use of the proceeds
by management cannot currently be predicted with any accuracy.

      


      
        
          
          

        

        
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      3.10           Limited Public
Market.  The Company’s shares are not quoted and not traded on
any national stock exchange, but rather on the Over-The-Counter Bulletin Board
(“OTC.BB”), and Subscriber understands and acknowledges that there is no
guaranty that the Company’s shares will ever be quoted or traded on a national
stock exchange or Nasdaq.

      


      3.11           Transfer, Resale and/or
Pledge.  The Subscriber understands that the offer and sale of
the Securities have not been and are not being registered under the Securities
Act or any state securities laws, and the Securities may not be transferred
unless:

      


      (a)           the
transfer is made pursuant to and as set forth in an effective registration
statement under the Securities Act covering the Securities; or

      


      (b)           the
Subscriber shall have delivered to the Company at the Subscriber’s expense an
opinion of counsel (which opinion shall be in form, substance, scope and law
firm acceptable to the Company) to the effect that the Securities to be sold or
transferred may be sold or transferred pursuant to an exemption from such
registration; or

      


      (c)           sold
under and in compliance with Rule 144 promulgated under the Securities Act (or a
successor rule) (“Rule 144”); or

      


      (d)           sold
or transferred in accordance with applicable securities laws to an affiliate of
the Subscriber who agrees to sell or otherwise transfer the Securities only in
accordance with the provisions of this Section and who is an Accredited
Investor; and neither the Company nor any other person is under any obligation
to register such Securities under the Securities Act or any state securities
laws.

      


      Notwithstanding
the foregoing or anything else contained herein to the contrary, the Securities
may not be pledged as collateral in connection with a bona fide margin account
or other lending arrangement, unless such pledge is consistent with applicable
laws, rules and regulations and at the Company’s option, the pledgor provides
the Company with a legal opinion (which opinion shall be in form, substance,
scope and law firm acceptable to the Company) that the pledge or other lending
agreement is in compliance with applicable state and federal securities
laws.

      


      3.12           Rule 144
Resales.  The Subscriber has read and understands that Rule 144
promulgated under the Securities Act requires, among other conditions, a six (6)
month holding period prior to the resale of securities acquired in a non-public
offering without having to satisfy the registration requirements under the
Securities Act. The Subscriber understands that the Company makes no
representation or warranty regarding its fulfillment in the future of any
reporting requirements under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or its dissemination to the public of any current
financial or other information concerning the Company, as is required by Rule
144 as one of the conditions of its availability. The Subscriber is aware that
the safe harbor provided by Rule 144 of the Securities Act is not now available
for Subscriber’s resale of the Securities and Rule 144 may never become
available for Subscriber’s resale of the Securities or any portion
thereof.

      


      
        
          
          

        

        
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      3.13           Certificate
Legends.  The Subscriber understands that the certificates
representing the Units, the Common Stock, the Warrants and/or the Warrant Shares
shall bear a restrictive legend, until such time as the securities are subject
to an effective registration statement or otherwise may be sold by the
Subscriber under Rule 144(k), in substantially the following form:

      


      “The
securities represented by this certificate have not been registered under the
Securities Act of 1933, as amended, or the securities laws of any state of the
United States or in any other jurisdiction. The securities represented hereby
may not be offered, sold or transferred in the absence of an effective
registration statement for the securities under applicable securities laws
unless offered, sold or transferred pursuant to an available exemption from the
registration requirements of those laws.”

      


      3.14           Authorization;
Enforcement.  This Subscription Agreement has been duly and
validly authorized, executed and delivered on behalf of the Subscriber and is a
valid and binding agreement of such Subscriber enforceable against the
Subscriber in accordance with its terms.  If the Subscriber is a
corporation, the corporation is duly incorporated or organized and validly
existing in the jurisdiction of its incorporation or organization and has all
requisite power and authority to purchase and hold the
Securities.  The decision to invest and the execution and delivery of
this Subscription Agreement by a corporate Subscriber, the performance of the
obligations hereunder and the consummation of the transactions contemplated
hereby have been duly authorized and require no other proceedings on the part of
the Subscriber.  The individual signing this Subscription Agreement
has all right, power and authority to execute and deliver this Subscription
Agreement on behalf of the corporate Subscriber.

      


      3.15           Inconsistent
Information.  No oral or written representations have been made
other than as stated in this Subscription Agreement, and no oral or written
information furnished to the Subscriber or the Subscriber’s advisor(s) in
connection with this offering were in any way inconsistent with the information
stated in this Subscription Agreement.

      


      3.16           Residency.  The
Subscriber is a resident of the jurisdiction set forth under the Subscriber's
name on the Execution Page hereto executed by such Subscriber.

      


      3.17           
Affirmation.  The
Subscriber affirms that all information that the Subscriber has provided to the
Company, either directly or indirectly, concerning the Subscriber, the
Subscriber’s financial position and the Subscriber’s knowledge of financial and
business matters is accurate and complete as of the date of this Subscription
Agreement. The Subscriber understands that the Company's determination that
exemptions from the registration and qualification provisions of the Securities
Act and applicable state securities laws exist for the offer and sale of the
Securities is based, in part, upon the representations, warranties, agreements
and statements made by the Subscriber herein.

      


      
        
          
          

        

        
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      3.18           Remuneration and
Commissions. The Subscriber is not aware of any remuneration or
commission that is to be paid to any person, directly or indirectly, in
connection with the offer, sale or purchase of the Securities other than fees
payable to the Placement Agent, who will receive 10% of the gross proceeds from
this offering and Placement Agent Warrants to purchase up to 10% of the shares
of Common Stock offered in this offering.

      


      3.19           Survival of
Representations.  The Subscriber acknowledges that the
representations, warranties and agreements made by the Subscriber herein shall
survive the execution and delivery of this Subscription Agreement, the purchase
of the Units and the exercise of the Warrants.

      


      3.20           Acceptance by
Company.  The Subscriber understands that the Company reserves
the unrestricted right within 48 hours of acceptance of the signed subscription
agreement, to reject or limit any subscription at its sole discretion, even if
the Subscriber is an Accredited Investor and meets all of the requirements and
made all required representations.

      


      3.21           Address.  The
Subscriber hereby represents that the address of Subscriber furnished by it at
the end of this Subscription Agreement is the Subscriber’s principal residence
if he/she is an individual or its principal business address if it is a
corporation or other entity and that the Company is relying upon this
information to ensure compliance with applicable federal securities and state
Blue Sky Laws.

      


      3.22           NASD
Subscribers.  The Subscriber acknowledges that if he or she is
a Registered Representative of a National Association of Security Dealers
(“NASD”) member firm, he or she must give such firm the notice required by the
NASD’s Rules of Fair Practice, receipt of which must be acknowledged by such
firm on the signature page hereof.

      


      3.23           Applicability of State
Securities Laws.  The Subscriber acknowledges that at such
time, if ever, as the Securities or any portion thereof are registered, sales of
such Securities will be subject to state securities laws, including those of
states which may require any shares sold therein to be sold through a registered
broker-dealer or in reliance upon an exemption from registration.

      


      3.24           Foreign
Subscribers.  If Subscriber is not a U.S. Person (as defined
herein), such Subscriber hereby represents that such Subscriber is satisfied as
to full observance of the laws of such Subscriber's jurisdiction in connection
with any invitation to subscribe for the Securities or any use of this
Subscription Agreement, including: (i) the legal requirements of such
Subscriber’s jurisdiction for the purchase of the Securities, (ii) any foreign
exchange restrictions applicable to such purpose, (iii) any governmental or
other consents that may need to be obtained, and (iv) the income tax and other
tax consequences, if any, which may be relevant to the purchase, holding,
redemption, sale, or transfer of the Securities.  Such Subscriber’s
subscription and payment for, and such Subscriber’s continued beneficial
ownership of, the Securities will not violate any applicable securities or other
laws of such Subscriber's jurisdiction.  The term “U.S. Person” as
used herein shall mean any person who is a citizen or resident of the United
States or Canada, or any state, territory or possession thereof, including but
not limited to any estate of any such person, or any corporation, partnership,
trust or other entity created or existing under the laws thereof, or any entity
controlled or owned by any of the foregoing.

      


      
        
          
          

        

        
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      3.25           No General Solicitation or
Advertisement.  The Subscriber is not purchasing the Securities
as a result of or subsequent to any advertisement, article, notice or other
communication published in any newspaper, magazine or similar media or broadcast
over television or radio, posted on the Internet, or presented at any seminar or
meeting, or any solicitation of a subscription by a person other than a
representative of the Company with which the subscriber had a pre-existing
relationship in connection with investments in securities
generally.

      


      3.26           No Escrow and
Refundability. Subscriber acknowledges that all subscriptions for the
Units are non-refundable except where prohibited by law.  The minimum
amount that the Company will accept from any Subscriber is [One Hundred Thousand
dollars ($100,000) for one thousand (1,000) Units], subject to its right to
accept subscriptions a lesser number of Units in its sole discretion. The
Subscriber understands that there is no minimum offering amount that the Company
must receive from the sale of the Units prior to utilizing this offering’s
proceeds and no offering funds will be held in escrow.  As a result,
all proceeds of the offering will be deposited into the operating account of the
Company and utilized by the Company upon receipt, at its
discretion.

      


      3.27.           Nominee.  The
Subscriber represents that it is not a nominee for any other
person.  No one other than Subscriber has any interest in or any right
to acquire the Securities subscribed for by Subscriber.  Subscriber
understands and acknowledges that the Company will have no obligation to
recognize the ownership, beneficial or otherwise, of such Securities by anyone
but Subscriber.  Subscriber is purchasing the Units from funds legally
obtained and belonging to Subscriber and has not borrowed or otherwise received
the funds used to purchase the Securities, or any portion thereof from any third
party.

      


      3.28           Binding Agreement;
Assignment.  Subscriber acknowledges that this Subscription
Agreement is irrevocable and may not be withdrawn, except as required by
applicable law, and upon the signing of this Subscription Agreement, the
Subscriber is obligated to purchase the Securities for the amount of
consideration set forth above.  The Subscriber understands it may not
assign this Subscription Agreement or any of the Subscriber’s rights or delegate
any of the Subscriber’s obligations under this Subscription Agreement without
the prior written consent of the Company.

      


      3.29           Due
Diligence.  The Subscriber understands and acknowledges that
the Company may be subject to unforeseen and other material risks and, as such,
Subscriber must rely upon its own independent due diligence investigation of the
Company in making an investment in the Units.

      


      3.30           
Risk
Factors.  The Subscriber understands that the Securities are a
highly speculative investment involving a high degree of risk and are suitable
only for persons or entities of substantial means who have no need for liquidity
with respect to their investment in the Securities and who can afford a total
loss of their entire investment without hardship or any change in living
conditions.

      


      
        
          
          

        

        
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      4.           Indemnification.  Subscriber
will indemnify and hold harmless the Company, the Placement Agent, and each of
their respective directors, officers, employees, agents, counsels and
controlling persons from and against, and will reimburse the Company, the
Placement Agent, and each of its respective directors, officers, employees,
agents, counsels and controlling persons with respect to, any and all loss,
damage, liability, cost or expense to which the Company, the Placement Agent or
any such person may become subject under the Securities Act or otherwise,
insofar as such losses, damages, liabilities, costs or expenses are caused by
any untrue statement or alleged untrue statement of any fact made by Subscriber,
or which arises therefrom or  which is based upon the omission or
alleged omission to state therein a fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in which
they were made, not misleading, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was so made in reliance upon information furnished by or on
behalf of the Subscriber.

      


      The
Subscriber shall indemnify and hold harmless the Company, the Placement Agent,
and each of their respective directors, officers, stockholders, employees,
counsel, agents, successors and assigns from and against all losses, damages,
liabilities or expenses (including, without limitation, attorneys’ fees), as and
when incurred, due to or arising out of, in whole or in part, any breach of any
representation or warranty made by the Subscriber set forth herein or in any
other agreement or document furnished by the Subscriber to any of the foregoing
in connection with this Subscription Agreement, arising out of the resale or
distribution by the Subscriber of the Securities or any portion thereof in
violation of the Securities Act or any applicable state securities
laws.

      


      Promptly
after receipt by the Company and/or Placement Agent of notice of the
commencement of any action involving the subject matter of the indemnity
provisions of this Subscription Agreement, the receiving party will notify the
Subscriber of the commencement thereof; but the omission to so notify the
Subscriber will not relieve it from any liability that it may have to the
Company and/or Placement Agent otherwise than hereunder. In case such action is
brought against the Company and/or Placement Agent and it/they notifies the
Subscriber of the commencement thereof, the Subscriber shall retain counsel
selected by the Company and pay all fees associated therewith including
retainers securing the payment of future legal fees.

      


      5.           Miscellaneous.

      


      5.1           Counterparts.  This
Subscription Agreement may be executed in two or more counterparts, all of which
shall be considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other
party.  This Subscription Agreement, once executed by a party, may be
delivered to the other parties hereto by facsimile transmission of a copy of
this Subscription Agreement bearing the signature of the party so delivering
this Subscription Agreement.  In the event any signature is delivered
by facsimile transmission, the party using such means of delivery shall cause
the manually executed Execution Page(s) hereof to be physically delivered to the
other party within five (5) days of the execution hereof, provided that the
failure to so deliver any manually executed Execution Page shall not affect the
validity or enforceability of this Subscription Agreement.

      


      
        
          
          

        

        
          -Page
10-

          
            

          

        

        
          
          

        

      

      5.2           Headings.  The
headings of this Subscription Agreement are for convenience of reference and
shall not form part of, or affect the interpretation of, this Subscription
Agreement.

      


      5.3           Severability.  If
any provision of this Subscription Agreement shall be invalid or unenforceable
in any jurisdiction, such invalidity or unenforceability shall not affect the
validity or enforceability of the remainder of this Subscription Agreement or
the validity or enforceability of this Subscription Agreement in any other
jurisdiction.

      


      5.4           Entire Agreement;
Amendments.  This Subscription Agreement and the instruments
referenced herein contain the entire understanding of Subscriber and the
Company, their affiliates and persons acting on their behalf with respect to the
matters covered herein and therein and, except as specifically set forth herein
or therein, neither the Company nor any Subscriber makes any representation,
warranty, covenant or undertaking with respect to such matters. No provision of
this Subscription Agreement may be waived other than by an instrument in writing
signed by the party to be charged with enforcement and no provision of this
Subscription Agreement may be amended other than by an instrument in writing
signed by the Company and Subscriber.

      


      5.5           Notices.  Any
notices required or permitted to be given under the terms of this Subscription
Agreement shall be sent by certified or registered mail (return receipt
requested) or delivered personally, by responsible overnight carrier or by
confirmed facsimile, and shall be effective five (5) days after being placed in
the mail, if mailed, or upon receipt or refusal of receipt, if delivered
personally or by responsible overnight carrier or confirmed facsimile, in each
case addressed to a party. The addresses for such communications shall
be:

       

      
        	
                 
      

              	
                If
      to the Company:

              	
                Accelerize
      New Media, Inc.

              


      

      12121 Wilshire Blvd., Suite
322,

      Los Angeles, CA 90025

      Telephone:

      Facsimile:

      Attention:
Legal Counsel

      


      
        	
                 
      

              	
                If
      to any Subscriber:

              	
                To
      such address set forth under the Subscriber's name on the Execution Page
      hereto executed by the Subscriber.

              


      

      


      5.6           Successors and
Assigns.  This Subscription Agreement shall be binding upon and
inure to the benefit of the parties and their successors and assigns. Except as
provided herein or therein, the Subscriber may not assign this Subscription
Agreement or any rights or obligations hereunder.

      


      
        
          
          

        

        
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      5.7           Third Party
Beneficiaries.  This Subscription Agreement is intended for the
benefit of the parties hereto and their respective permitted successors and
assigns, and is not for the benefit of, nor may any provision hereof be enforced
by, any other person.

      


      5.8           Publicity.  The
Company shall have the right to approve, before issuance, any press releases,
SEC statements, or any other public statements, with respect to the transactions
contemplated hereby; the Company shall be entitled, without the prior approval
of the Subscriber, to make any press release or SEC or NASD filings with respect
to such transactions as is required by applicable law and
regulations.

      


      5.9           Further
Assurances.  The Subscriber shall do and perform, or cause to
be done and performed, all such further acts and things, and shall execute and
deliver all such other Subscription Agreements, certificates, instruments and
documents, as the other party may reasonably request in order to carry out the
intent and accomplish the purposes of this Subscription Agreement and the
consummation of the transactions contemplated hereby.

      


      5.10           Additional
Acknowledgement.  The Subscriber acknowledges that it has
independently evaluated the merits of the transactions contemplated by this
Subscription Agreement, reviewed and understood the terms of this Subscription
Agreement, and the Subscriber Questionnaire. Subscriber represents that it has
independently made a decision to enter into the transactions contemplated by the
foregoing documents and agreements and it is not relying on any advice from or
evaluation by any other person including other Subscribers, and is not acting in
concert with any other person in making its purchase of Securities
hereunder.

      


      5.11           Law and
Arbitration.  This
Subscription Agreement shall be governed by and construed in accordance with the
laws of the State of New York applicable to contracts executed and performed in
such State, without giving effect to conflict of law principles.  All
controversies, claims and matters of difference arising between the parties
under this Subscription Agreement shall be submitted to binding arbitration in
New York County, New York under the Commercial Arbitration Rules of the American
Arbitration Association ("the AAA") from time to time in force (to the extent
not in conflict with the provisions set forth herein).  The agreement
to arbitrate shall be specifically enforceable under applicable law in any court
of competent jurisdiction.  Notice of the demand for arbitration shall
be filed in writing with the other parties to this Subscription Agreement and
with the AAA.  Once the arbitral tribunal has been constituted in
full, a hearing shall be held and an award rendered as soon as
practicable.  The demand for arbitration shall be made within a
reasonable time after the claim, dispute or other matter in question has arisen,
and the parties are not making progress toward a resolution.  In no
event shall it be made after the date when institution of legal or equitable
proceedings based on such claim, dispute or other matter would be barred by the
applicable contractual or other statutes of limitations.  The parties
shall have reasonable discovery rights as determined by the
arbitration.  The award rendered by the arbitrators shall be final and
judgment may be entered in accordance with applicable law and in any court
having jurisdiction thereof.  The decision of the arbitrators shall be
rendered in writing and shall state the manner in which the fees and expenses of
the arbitrators shall be borne.

      


      
        
          
          

        

        
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      5.12              Waivers.  No
delay on the part of any party in exercising any right, power, or privilege
hereunder shall operate as a waiver thereof. Nor shall any waiver on the part of
any party of any such right, power or privilege, nor any single or partial
exercise of any such right, power or privilege, preclude any further exercise
thereof or the exercise of any other such right, power or privilege. The rights
and remedies of any party based upon, arising out of or otherwise in respect of
any inaccuracy in or breach by any other party of any representation, warranty,
covenant or agreement contained in this Subscription Agreement shall in no way
be limited by the fact that the act, omission, occurrence or other state of
facts upon which any claim of any such inaccuracy or breach is based may also be
the subject matter of any other representation, warranty, covenant or agreement
contained in this Subscription Agreement (or in any other agreement between the
parties) as to which there is no inaccuracy or breach.

      


      5.13              Variations in
Pronouns.  Wherever the context shall so require, all words
herein in the male gender shall be deemed to include the female or neuter gender
and vice versa, all singular words shall include the plural, and all plural
words shall include the singular. All pronouns and any variations thereof refer
to the masculine, feminine or neuter, singular or plural, as the context may
require.

      


      5.14              Presumption Against
Scrivener.  Each party waives the presumption that this
Subscription Agreement is presumed to be in favor of the party which did not
prepare it, in case of a dispute as to interpretation.

      


      
        
          
          

        

        
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      BLUE
SKY LEGENDS

      


      NASAA
LEGEND

      


      IN MAKING
AN INVESTMENT DECISION, SUBSCRIBERS MUST RELY ON THEIR OWN EXAMINATION OF THE
PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING,
INCLUDING THE MERITS AND RISKS INVOLVED. THE SECURITIES OFFERED HEREBY HAVE NOT
BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY
AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE
ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

      


      NOTICE TO RESIDENTS OF ALL
STATES

      


      THE
SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR
THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE
ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH
LAWS.  THE SECURITIES ARE SUBJECT IN VARIOUS STATES TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER
REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR
ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS
CONFIDENTIAL TERM SHEET. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.

      


      IN
WITNESS WHEREOF, the Subscriber and the Company have caused this Subscription
Agreement to be duly executed as of the date first above written.

      


      SUBSCRIBER:

      


      By:  __________________________

            (signature)

      


      Name: _________________________

                (print
name)

      


      Title:
__________________________

       

      
        
          
          

        

        
          -Page
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      AGGREGATE
SUBSCRIPTION AMOUNT

      


      Total
Number of Units being purchased:  _____________________

       

      Total
Purchase Price (@ $100.00 per
Unit):  _____________________

       

      
        
          	
                  RESIDENCE:

                	

                  _____________________________

                
	 
      	

                  (State,
      Province, Country)

                
	 
      	 
      
	
                  ADDRESS:

                	 
      
	
                  STREET
      OR PO BOX:

                	
                  _____________________________

                
	 
      	 
      
	
                  CITY:

                	

                  _____________________________

                
	 
      	 
      
	
                  STATE
      OR PROVINCE

                	
                  _____________________________

                
	 
      	 
      
	
                  COUNTRY:

                	

                  _____________________________

                
	 
      	 
      
	
                  POSTAL
      ZIP CODE:

                	

                  _____________________________

                


        



      Accepted
by ACCELERIZE NEW MEDIA, INC.

      this
_________ day of ________________, 2009.

      


      


      


      By:
_____________________________

            Brian
Ross, President

      


      
        
          
          

        

        
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      SUBSCRIBER QUESTIONNAIRE AND
STATEMENT

      


      ACCELERIZE
NEW MEDIA, INC. UNIT OFFERING

      


      Questionnaire

      


      Before
any sale of securities in Accelerize New Media, Inc. (the “Company”) can be made
to you, this Subscriber Questionnaire and Statement (the “Questionnaire”) must
be completed by you.  The purpose of this Questionnaire is to
determine whether you are an “accredited investor” as defined in Rule 501 of
Regulation D promulgated by the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the “Securities Act”).

      


      1.           Name: _______________________________________________________________

      


      2.           Address:

      


      Home:    _________________________________________________________

      


      _________________________________________________________

      


      Telephone:________________________

      


      Business:
______________________________________________________

      


       
___________________________________________________

      


      Telephone:________________________

      


      3.           Social
Security Number or Taxpayer ID Number:_______________________

      


      4.           Occupation:
__________________________________________________________

      


      5.           Age:_________________

      


      6.           The
following information is required to ascertain whether you would be deemed an
“accredited investor” as defined in Rule 501 of Regulation D under the
Securities Act. Please check whether you are any of the following:

      


      a.           A
bank as defined in Section 3(a)(2) of the Securities Act, or any savings and
loan association or other institution as defined in Section 3(a)(5)(A) of the
Securities Act whether acting in its individual or fiduciary capacity; any
broker or dealer registered pursuant to Section 15 of the Securities Exchange
Act of 1934; any insurance company as defined in Section 2(13) of the Securities
Act; any investment company registered under the Investment Company Act of 1940
or a business development company as defined in Section 2(a)(48) of that Act;
any Small Business Investment Company licensed by the U.S. Small Business
Administration under Section 301(c) or (d) of the Small Business Investment Act
of 1958; any plan established and maintained by a state, its political
subdivisions, or any agency or instrumentality of a state or its political
subdivisions, for the benefit of its employees, if such plan has total assets in
excess of $5,000,000; any employee benefit plan within the meaning of the
Employee Retirement Income Security Act of 1974 if the investment decision is
made by a plan fiduciary, as defined in Section 3(21) of such Act, which is
either a bank, savings and loan association, insurance company, or registered
investment adviser, or if the employee benefit plan has total assets in excess
of $5,000,000 or, if a self-directed plan, with investment decisions made solely
by persons that are accredited investors.

      


      
        	
                 
      

              	
                Yes____     No_____

              


      

      


      
        
          
          

        

        
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      b.           A
private business development company as defined in Section 202(a)(22) of the
Investment Advisers Act of 1940.

      


      
        	
                 
      

              	
                Yes_____   No_____

              


      

      


      c.           An
organization described in Section 501(c)(3) of the Internal Revenue Code,
corporation, Massachusetts or similar business trust, or partnership, not formed
for the specific purpose of acquiring the securities offered, with total assets
in excess of $5,000,000.

       

      
        	
                 
      

              	
                Yes_____   No_____

              


      

       

      d.           A
director or executive officer of the Company.

      


      
        	
                 
      

              	
                Yes_____   No_____

              


      

      


      e.           A
natural person whose individual net worth, or joint net worth with your spouse,
at the time of your purchase exceeds $1,000,000.

      


      
        	
                 
      

              	
                Yes_____   No_____

              


      

      


      f.           A
natural person who had an individual income in excess of $200,000 in each of the
two most recent years or joint income with your spouse in excess of $300,000 in
each of those years and has a reasonable expectation of reaching the same income
level in the current year.

      


      
        	
                 
      

              	
                Yes_____
      No_____

              


      

      


      g.           A
trust, with total assets in excess of $5,000,000 not formed for the specific
purpose of acquiring the securities offered, whose purchase is directed by a
sophisticated person as described in Rule 506(b)(2)(ii) (i.e., directed by a
person who has such knowledge and experience in financial and business matters
that he or she is capable of evaluating the merits and risks of the prospective
investment).

      


      
        	
                 
      

              	
                Yes_____
      No_____

              


      

      


      h.           An
entity in which all of the equity owners are accredited investors.

      


      
        	
                 
      

              	
                Yes____   No_____

              


      

      


      
        
          
          

        

        
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      i.           Please
indicate the amount of the current net worth, which relates to your home,
furnishings and automobiles.$____________________

      


      7.           Investment,
business, and educational experience:

      


      a.
Educational background:___________________________________________

      ______________________________________________________________________

      


      b.
Principal employment positions held during last five
years:__________

      ______________________________________________________________________

      ______________________________________________________________________

      ______________________________________________________________________

      ______________________________________________________________________

      ______________________________________________________________________

      


      c.
Frequency of prior investments (check one in each column):

       

      
        
          	

                  Stocks and/or Bonds

                	
                  Venture Capital
  Investments

                
	 
      	 
      
	
                  Frequently    
      _________

                	__________
	 
      	 
      
	
                  Occasionally  _________                         

                	__________
	 
      	 
      
	
                  Never             
      _________

                	__________


        

      

       

      8.           If
you do not require the assistance or advice of a Subscriber representative,
please indicate below whether you believe you have sufficient knowledge and
experience in financial and business matters generally to be capable of
evaluating the merits and risks of this investment and, if so, please sign the
Subscriber Statement below:

      


      
        	
                 
      

              	
                Yes_____

              	
                No_____

              


      

      


      Subscriber
Statement

      


      I
represent that the foregoing information is true and correct, and that I will
notify the Company immediately if any material change in any of such
information, which occurs prior to the closing of the purchase of the Company's
securities by me.  I agree to furnish to the Company additional
information requested by it in connection with its determination of whether an
offer and sale of the Company securities may be made to me.

      


      In
connection with the proposed purchase of securities, the undersigned represents
that he has sufficient knowledge and experience in financial and business
matters to be capable of evaluating the merits and risks of this proposed
investment.

      


      The
undersigned has considered that he might have to hold the proposed investment
for an indefinite period of time, and might have to bear a complete economic
loss.  The undersigned represents that the information contained in
the Questionnaire, which has been completed by the undersigned and delivered to
the Company, is true and correct.

      


      
        
          
          

        

        
          -Page
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      The
purchase of the securities of the Company by the undersigned will be solely for
the account of the undersigned and not for the account of any other person and
will not be made with a view to any resale or distribution thereof.

      


      The
undersigned recognizes that the proposed investment is being offered in a manner
that is intended to comply with the requirements of Regulation D under the
Securities Act of 1933, as amended, and that any acceptance of the undersigned's
Subscription Agreement by the Company will have been induced by the reliance of
the Company on the correctness of the representations contained therein and
herein.

      


      The
undersigned acknowledges his, her or its understanding of the contents of the
Subscription Agreement.

      


      EXECUTION BY AN INDIVIDUAL
(Not applicable to
entities)

      


      I
represent that the foregoing information is true and correct.

      


      Dated:
________________, 2009

      _____________________________________________

      (Name of
Investor - Please Print)

      


      _____________________________________________

      (Signature)

      


      _____________________________________________

      (Name of
Co-Investor - Please Print)

      


      _____________________________________________

      (Signature
of Co-Investor)

      


      EXECUTION
BY AN ENTITY (Not applicable
to individuals)

      


      I
represent that the foregoing information is true and correct.

      


      Dated:
________________, 2009

      


      _________________________________________

      (Print
Name of Company/Partnership)

      


      By:___________________________________________

      (Signature
of authorized corporate officer/partner)

      


      ________________________________________

      (Print
Name and Capacity)

      
 

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