ASURE SOFTWARE INC

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain written and oral statements made by management of Asure Software, Inc. and its consolidated subsidiaries (“we”, “Asure”, “our”, “us”) included in this Form 10-K may constitute “forward-looking” statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. The words “believe,” “may,” “will,” “estimate,” “projects,” “anticipate,” “intend,” “expect,” “should,” “plan,” and similar expressions are intended to identify forward-looking statements. Examples of forward-looking statements include statements we make regarding our operating performance, future results of operations and financial position, revenue growth, earnings or other projections. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in the “Risk Factors” section, factors discussed throughout Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as in our periodic filings with the Securities and Exchange Commission (the “SEC”). Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activities, performance, or achievements.

The information provided in this Form 10-K is based on facts and circumstances known as of the date of this report, and any forward-looking statements made by us in this Form 10-K speak only as of the date on which they are made. We are under no duty to update any of these forward-looking statements after the date of this report or to conform these statements to actual results or revised expectations.

Risk Factor Summary

Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled “Risk Factors.” These risks include, among others, the following:

•If our security measures, or those of our third-party data service partners are compromised or breached, it could reduce our revenue and earnings, increase our expenses, and expose us to legal claims and regulatory actions;

•We have a history of losses, and we cannot be certain that we will achieve or sustain profitability;

•We may need additional capital to support business growth or to make scheduled payments on or refinance our existing indebtedness. Such additional capital may have restrictions that could adversely affect our financial condition;

•Volatility and weakness in bank and capital markets may adversely affect our credit availability and related financing;

•We have acquired and plan to continue to acquire from time to time our Reseller Partners’ businesses. These acquisitions could prove difficult to integrate, result in unknown or unforeseen liabilities, disrupt our business, dilute stockholder value and ownership and adversely affect our operating results and financial condition;

•Privacy concerns and laws and other regulations may limit the effectiveness of our applications and adversely affect our business;

•The adoption of new or interpretation of existing money service business statutes and money transmitter statutes could subject us to additional regulation and related expense and necessitate changes to our business model;

•Our software and solutions may not function adequately, which could damage our reputation and give rise to claims against us, which could harm our business and operating results;

•We depend on data centers and computing infrastructure operated by third parties, and any disruption in these operations or changes of these providers could adversely affect our business;

•We incur significant costs as a result of operating as a public company. We may fail to comply with the rules that apply to such public companies, which could result in sanctions or other penalties that would harm our business;

•Some of our key components are procured from a single or limited number of suppliers. Thus, we are at risk of shortages, price increases, tariffs, changes in international trade policies or treaties, delays, or discontinuation of key components, which could disrupt and materially and adversely affect our business;

•We have previously identified a material weakness in our internal control over financial reporting and may do so again, which may result in material misstatements of our financial statements;

•If we are unable to release timely updates to our products to reflect changes in laws and regulations, the market acceptance of our products may be adversely affected and our revenues could decline;

•If we are not able to develop enhancements and new features, keep pace with technological developments or respond to future technologies, our business, operating results and financial results will be adversely affected;

•Our business depends substantially on clients renewing their agreements with us, purchasing additional products from us or adding additional users. If our customers do not renew their agreements with us or reduce the services purchased, our revenue will decline and our business, operating results and financial condition may be adversely affected.

•Client funds that we hold in trust are subject to market, interest rate, credit and liquidity risk. The loss of these funds could have a material adverse effect on our business, financial condition and results of operations;

•The markets in which we participate are highly competitive, and if we do not compete effectively, our operating results could be adversely affected;

•Our clients could have insufficient funds to cover payments we have made on their behalf or credit that we have extended to them in connection with the services that we have provided, resulting in financial loss to us;

•If our banking partners limit our ability to process funds or we are not able to increase our capacity with our existing and new banking partners, our ability to process funds on behalf of our clients and our financial results and liquidity could be adversely affected;

•Our balance sheet includes significant amounts of goodwill and intangible assets. The impairment of a significant portion of these assets would adversely affect our business, operating results and financial condition;

•If we fail to adequately protect our proprietary rights, our competitive advantage and brand could be impaired and we may lose valuable assets, generate reduced revenue and incur costly litigation to protect our rights;

•We may be sued by third parties for infringement of their proprietary rights;

•Even if demand for HCM products and services increases generally, there is no guarantee that demand for SaaS products generally or our products in particular will increase to a corresponding degree, or at all;

•We may be subject to claims, lawsuits, governmental investigations and other proceedings that could adversely affect our business, financial condition and results of operations;

•Advancements and adoption of artificial intelligence (“AI”) could reduce demand for our solutions, which could have a material adverse affect on our business, operating results, and financial results;

•Issues in the use of AI in our HCM products and services may result in reputational harm or liability to us, and our business, operating results, and financial results may be adversely affected;

•Changes in financial accounting standards or practices may cause adverse, unexpected financial reporting fluctuations and affect our reported operating results;

•The use of open source software in our applications may expose us to risks and harm our intellectual property rights;

•We may be adversely affected by failure of third parties in providing their services;

•Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited;

•Inability to maintain the third-party licensed software we use in our applications at the current costs could result in increased costs or reduced service levels, which could adversely affect our business;

•Evolving regulation of the Internet, changes in the infrastructure underlying the Internet or interruptions in Internet access may adversely affect our business, operating results and financial condition;

•A portion of our accounts receivable is related to tax processing services that enabled businesses to file for Employee Retention Tax Credits under the CARES Act;

•If we lose key personnel, including key management personnel, or are unable to attract and retain additional personnel as needed in the future, it could have a material adverse effect on our business;

•Adverse tax laws or regulations could be enacted, or existing laws could be applied to us or our clients, which could increase the costs of our services and adversely impact our business;

•Political, economic and social factors may materially adversely affect our business and financial results;

•Sales, or the potential for sales, of a substantial number of shares of our common stock in the public market could cause our stock price to fall;

•Our common stock has traded in low volumes and we cannot predict whether an active trading market for our common stock will develop;

•Our stock price has been, and likely will continue to be, volatile;

•We do not intend to pay dividends for the foreseeable future, and you must rely on increases in the market price of our common stock for returns on equity investment;

•Our stockholder rights plan, or “poison pill,” includes terms and conditions which could discourage a takeover or other transaction that stockholders may consider favorable;

•Provisions in our charter documents, stockholder rights plan, and Delaware law could discourage a takeover that stockholders may consider favorable and may lead to entrenchment of our management and board of directors; and

•Our business could be negatively affected as a result of actions of activist stockholders, and such activism could impact the trading value of our securities.