Asure Software, Inc. (NASDAQ:ASUR) Files An 8-K Submission of Matters to a Vote of Security Holders

On June 6, 2017, our board of directors elected Daniel M. Gill
to serve as a director until the next annual meeting of
stockholders or until his successor is duly elected and
qualified. As a result of Mr. Gills election, our board of
directors is comprised of six directors. At this time, our
board has not named Mr. Gill to any board committees.

As previously reported on May 25, 2017, we entered into an
equity purchase agreement with iSystems Holdings, LLC (Seller)
and iSystems Intermediate Holdco, Inc. (iSystems), to which we
acquired 100% of the outstanding equity interests of iSystems
for an aggregate purchase price of $55,000,000, subject to
adjustment as provided in the equity purchase agreement. In
connection with the iSystems acquisition, we also entered into
an investor rights agreement with Seller. Under the investor
rights agreement, Seller has the right to nominate one director
to our board of directors until the first date that Seller no
longer holds more than the lesser of (x) 5% of our outstanding
common stock (as equitably adjusted for any stock splits, stock
combinations, reorganizations, exchanges, merger,
recapitalizations or similar transaction after the date hereof)
and (y) 90% of the shares of our common stock held by Seller as
of May 25, 2017. Seller has designated Mr. Gill as the initial
director nominee. Mr. Gill is the President of Seller and
serves on the Board of Managers of Seller. Except for the
transactions contemplated by the equity purchase agreement and
the investor rights agreement, there are no transactions
between our company and Mr. Gill.

As a non-employee director, Mr. Gill will participate in our
standard non-equity compensation plan for non-employee
directors, under which he will be eligible to receive a base
compensation of $22,500 per year, plus applicable committee and
attendance fees, for his service as a director. In addition,
Mr. Gill will be eligible to receive stock options as a
non-employee director, as approved by our board upon the
recommendation of the compensation committee of our board.