10 unchanged sentences
Changes in Internal Control Over Financial Reporting
−Removed: Except for the remediation of the material weakness during the fourth quarter of 2021, there have been no other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) that occurred during the fourth quarter of 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
+Added: There have been no other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) that occurred during the fourth quarter of 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
OTHER INFORMATION
+Added: Effective January 1, 2023, the Compensation Committee of the Board of Directors (the “Compensation Committee”) approved the grant of performance stock units (“PSU”) pursuant to a Performance Stock Unit Award Grant Notice and Performance Stock Unit Award Agreement (the “PSU Award Agreement”) under the 2018 Plan to Pat Goepel, John Pence and Eyal Goldstein payable in the form of RSUs.
+Added: A form of the PSU Award Agreement is attached to this annual report as Exhibit 10.13.
+Added: The PSU Award Agreements set target and maximum levels of awards based on the achievement of Performance Metrics (as defined in the PSU Award Agreement) through the Performance Period (as defined in the PSU Award Agreement).
+Added: The RSUs granted pursuant to the PSU Award Agreement will vest over a three year period with one-third vesting on the Final Payment Date (as defined in the PSU Award Agreement) and each of the two years thereafter.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
28 unchanged sentences
Asset Purchase Agreement, among Evolution Payroll Processing LLC, Paydata Payroll Systems, Inc., Summit Trahan Revocable Trust data 2/10/09, as amended and restated U/A/D 6/12/12, Michael J.
−Removed: Trahan, and and Michael J.
+Added: Trahan, and Michael J.
Trahan, as Seller Representative, dated as of September 30, 2021 (Previously filed as an Exhibit to the Company’s Current Report on Form 8-K (File No.
11 unchanged sentences
1-34522), filed December 13, 2012).
−Removed: Second Amended and Restated Rights Agreement, dated as of April 17, 2019 between Asure Software, Inc.
+Added: Third Amended and Restated Rights Agreement, dated effective October 28, 2022 between Asure Software, Inc.
and American Stock Transfer & Trust Company (Previously filed as an Exhibit to the Company’s Current Report on Form 8-K (File No.
−Removed: 1-34522), filed April 19, 2019).
+Added: 1-34522), filed June 3, 2022).
Letter Agreement from Patrick Goepel relating to forfeiture of option rights (Previously filed as an Exhibit to the Company’s Annual Report on Form 10-K (File No.
2 unchanged sentences
1-34522), filed March 30, 2012).+
−Removed: 4.5 Intentionally omitted
Description of the Company’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.*
−Removed: 10.1 Intentionally omitted
−Removed: 10.2 Intentionally omitted
−Removed: 10.3 Intentionally omitted
Stock Purchase Agreement dated September 25, 2009 with Patrick Goepel (Previously filed as an Exhibit to the Company’s Current Report on Form 8-K/A (File No.
1-34522), filed September 28, 2009).
−Removed: EXHIBIT NUMBER DESCRIPTION
Amended and Restated Employment Agreement dated July 2, 2011 with Patrick Goepel (Previously filed as an Exhibit to the Company’s Annual Report on Form 10-K (File No.
1-34522), filed March 30, 2012).
−Removed: 10.6 Intentionally omitted
−Removed: 10.7 Intentionally omitted
−Removed: 10.8 Intentionally omitted
−Removed: 10.9 Intentionally omitted
−Removed: 10.10 Intentionally omitted
−Removed: 10.11 Intentionally omitted.
−Removed: 10.12 Intentionally omitted.
−Removed: 10.13 Intentionally omitted.
−Removed: 10.14 Intentionally omitted.
−Removed: 10.15 Intentionally omitted.
−Removed: 10.16 Intentionally omitted
−Removed: 10.17 Intentionally omitted
−Removed: 10.18 Intentionally omitted
Employee Stock Purchase Plan, as amended on May 27, 2020 (Previously incorporated to the Company’s Proxy Statement (File No.
1-34522) for its Annual Meeting of Shareholders held on May 27, 2020).+
−Removed: 10.20 Intentionally omitted
−Removed: 10.21 Intentionally omitted
−Removed: 10.22 Intentionally omitted
−Removed: 10.23 Intentionally omitted
−Removed: 10.24 Intentionally omitted
+Added: EXHIBIT NUMBER DESCRIPTION
Form of Indemnification Agreement (Previously filed as an Exhibit to the Company’s Current Report on Form 8-K (File No.
2 unchanged sentences
1-34522), filed December 21, 2017).+
−Removed: 10.27 Intentionally omitted
−Removed: 10.28 Intentionally omitted
Asure Software, Inc.
−Removed: 2018 Incentive Award Plan, as amended on March 29, 2019 (Previously filed as an Exhibit to the Company’s Quarterly Report on Form 10-Q (File No.
+Added: 2018 Incentive Award Plan, as amended on May 29, 2019, May 27, 2020 and May 31, 2022 (Previously filed as an Exhibit to the Company’s Quarterly Report on Form 10-Q (File No.
1-34522), filed May 11, 2020).+
3 unchanged sentences
1-34522), filed March 11, 2021).+
−Removed: Promissory Note, dated April 15, 2020, between Asure Software, Inc.
−Removed: and Pinnacle Bank (Previously filed as an Exhibit to the Company’s Current Report on Form 8-K (File No.
−Removed: 1-34522), filed April 21, 2020).
Loan and Security Agreement, dated as of September 10, 2021, among Asure Software, Inc., and Structural Capital Investments III, LP, Ocean II PLO LLC as administrative and collateral agent and the other lenders that are or become parties thereto (Previously filed as an Exhibit to the Company’s Current Report on Form 8-K (File No.
1-34522), filed September 16, 2021).
−Removed: EXHIBIT NUMBER DESCRIPTION
Secured Term Promissory Note, dated as of September 10, 2021, between Asure Software, Inc.
2 unchanged sentences
Lease between 405 Colorado Holdings LP and Asure Software Inc., dated February 4, 2022.
+Added: (Previously filed as an Exhibit to the Company's Annual Report on Form 10-K (File No.
+Added: 1-34522), filed March 14, 2022)
+Added: Amendment No.
+Added: 1 to Loan and Security Agreement between Structural Capital Investments III, LP Ocean II PLO LLC and Asure Software, Inc.
+Added: effective as of April 1, 2022 (Previously filed as an Exhibit to the Company's Quarterly Report on Form 10-Q (File No.
+Added: 1-34522), filed August 8, 2022).
+Added: Form of Performance Stock Unit Award Grant Notice and Performance Stock Unit Award Agreement under the Company’s 2018 Incentive Award Plan+*
Subsidiaries of the Company*
15 unchanged sentences
ASURE SOFTWARE, INC.
−Removed: March 14, 2022 By:
+Added: February 27, 2023 By:
/s/ PATRICK GOEPEL
3 unchanged sentences
Signed Title Date
−Removed: /s/ PATRICK GOEPEL Chief Executive Officer, Chairman of the Board of Directors March 14, 2022
+Added: /s/ PATRICK GOEPEL Chief Executive Officer, Chairman of the Board of Directors February 27, 2023
Patrick Goepel Principal Executive Officer
−Removed: /s/ JOHN PENCE Chief Financial Officer March 14, 2022
+Added: /s/ JOHN PENCE Chief Financial Officer February 27, 2023
John Pence Principal Financial and Accounting Officer
−Removed: /s/ DANIEL GILL Lead Independent Director March 14, 2022
−Removed: /s/ BENJAMIN ALLEN Director March 14, 2022
+Added: /s/ DANIEL GILL Lead Independent Director February 27, 2023
+Added: /s/ BENJAMIN ALLEN Director February 27, 2023
Benjamin Allen
−Removed: /s/ CARL DREW Director March 14, 2022
−Removed: /s/ GRACE LEE Director March 14, 2022
−Removed: /s/ BRADFORD OBERWAGER Director March 14, 2022
+Added: /s/ CARL DREW Director February 27, 2023
+Added: /s/ GRACE LEE Director February 27, 2023
+Added: /s/ BRADFORD OBERWAGER Director February 27, 2023
Bradford Oberwager
−Removed: /s/ BJORN REYNOLDS Director March 14, 2022
+Added: /s/ BJORN REYNOLDS Director February 27, 2023
Bjorn Reynolds
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.