Item 1.01 Entry into a Material Definitive Agreement.

On December 31, 2019, we entered into a third amended and restated credit agreement (the "Third Restated Credit Agreement") with Wells Fargo Bank, National Association, as agent and lender, amending and restating the terms of the Second Amended and Restated Credit Agreement dated as of March 29, 2018.

The Third Restated Credit Agreement provides for $20,000,000 in term loans and a $10,000,000 revolver.

The Third Restated Credit Agreement amends the applicable margin rates for determining the interest rate payable on the loans as follows:





                     Applicable Margin Relative Applicable Margin Relative to
     Leverage Ratio      to Base Rate Loans           LIBOR Rate Loans
      < 2.00:1.00     2.25% percentage points      3.25% percentage points
    ? 3.00:1.00, and  2.75% percentage points      3.75% percentage points
      ? 2.00:1.00
      ? 3.00:1.00     3.25% percentage points      4.25% percentage points

The outstanding principal amount of the term loan is payable as follows:

· $125,000 beginning on March 31, 2020 and the last day of each fiscal quarter

thereafter through and including December 31, 2021; and

· $250,000 beginning on March 31, 2022 and the last day of each fiscal quarter


   thereafter.

The outstanding principal balance and all accrued and unpaid interest on the term loans is due on December 31, 2024.

The Third Restated Credit Agreement also:

· adds a covenant that requires that we achieve EBITDA of at least $3,750,000 at

March 31, 2020, $4,850,000 at June 30, 2020 and $5,950,000 at September 30,
   2020, which covenant is in lieu of a leverage covenant calculated at March 31,
   2020, June 30, 2020 and September 30, 2020;

· amends our leverage ratio covenant to decrease the maximum ratio to 3.50:1.00


   at December 31, 2020, 3.25:1.00 at March 31, 2021 and June 30, 2021 and
   2.50:1.00 at September 30, 2021 and each quarter-end thereafter; and

· amends our fixed charge coverage ratio to be no less than 1.00:1.00 at March


   31, 2020, and each quarter end thereafter through and including December 31,
   2021, 1.50:1.00 at March 31, 2022, 1.60:1.00 at June 30, 2022, and 2.00:1:00 at
   September 30, 2022 and each quarter end thereafter.

The foregoing description of the Third Restated Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Restated Credit Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 is incorporated herein by reference in its entirety.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits



Exhibit No.  Description

  10.1         Third Amended and Restated Credit Agreement, dated as of December
             31, 2019, by the lenders identified on the signature pages thereto,
             Wells Fargo Bank, National Association, as administrative agent,
             and Asure Software, Inc.*

* Schedules and similar attachments to the agreement have been omitted pursuant

to Item 601(b)(2) of Regulation S-K. Asure agrees to furnish supplementally a

copy of all omitted schedules and similar attachments to the SEC upon its


  request.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ASURE SOFTWARE, INC.

Dated: January 3, 2020 By: /s/ Kelyn Brannon

Kelyn Brannon, Chief Financial Officer

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