EXHIBIT 4.2
AMENDMENT NO. 1
TO
ACCELERIZE NEW MEDIA,
INC.
CONVERTIBLE PROMISSORY
NOTE
THIS AMENDMENT
NO. 1 (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 12%
Convertible Promissory Note, dated [_______ __, 2009], in the
original principal amount of [ _______ thousand dollars ($______)],
executed by the Borrower and delivered to the Lender (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
