UNDERWRITING AGREEMENT between SMTP, INC. and AEGIS CAPITAL CORP., as Representative of the Several UnderwritersUnderwriting Agreement • January 23rd, 2014 • SMTP, Inc. • Services-direct mail advertising services • New York
The undersigned, SMTP, Inc. a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of SMTP, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
SHARPSPRING, INC. (a Delaware corporation) 770,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 8th, 2019 • SharpSpring, Inc. • Services-prepackaged software • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 24th, 2013 • SMTP, Inc. • Services-direct mail advertising services • Massachusetts
Registration Rights Agreement (the “Agreement”), dated as of May 22, 2013, by and between SMTP, INC., a corporation organized under the laws of Delaware, USA (the “Company”), and Dutchess Opportunity Fund, II, LP, a Delaware Limited Partnership (the “Investor”).
INVESTMENT AGREEMENTInvestment Agreement • May 24th, 2013 • SMTP, Inc. • Services-direct mail advertising services • Massachusetts
Pursuant to the Put given by SMTP, INC. to Dutchess Opportunity Fund, II, LP on __________ 20__, we are now submitting the amount of common shares for you to issue to Dutchess.
Common Stock, par value $0.001 per share PURCHASE AGREEMENTPurchase Agreement • August 7th, 2015 • SMTP, Inc. • Services-direct mail advertising services • New York
SMTP, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 800,000 authorized but unissued shares (the “Firm Shares”) of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company (the “Securities”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 22nd, 2019 • SharpSpring, Inc. • Services-prepackaged software • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 20th day of November, 2019 by and among SharpSpring, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
PURCHASE AGREEMENTPurchase Agreement • November 22nd, 2019 • SharpSpring, Inc. • Services-prepackaged software • New York
THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 20th day of November, 2019 by and among SharpSpring, Inc., a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).
1,000,000 Shares1 SHARPSPRING, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 17th, 2020 • SharpSpring, Inc. • Services-prepackaged software • New York
SharpSpring, Inc., a Delaware corporation (the “Company”), proposes to issue and sell 1,000,000 shares (the “Firm Shares”) of the Company’s common stock, par value $.001 per share (the “Common Stock”), to you and to the several other Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as representatives (the “Representatives”). The stockholder of the Company named in Schedule II hereto (the “Selling Stockholder”) has agreed to grant to you and the other Underwriters an option (the “Option”) to purchase up to an additional 150,000 shares of Common Stock, on the terms and for the purposes set forth in Section 1(b) (the “Option Shares”). The Firm Shares and the Option Shares are referred to collectively herein as the “Shares.”
EMPLOYEE AGREEMENTEmployee Agreement • November 12th, 2014 • SMTP, Inc. • Services-direct mail advertising services • Delaware
THIS EMPLOYEE AGREEMENT made as of September___, 2014, by and between SharpSpring, Inc., a Delaware corporation (the “Company”), whose principal place of business is at 802 NW 5th Avenue, Suite 100, Gainesville FL 32601; and Richard Carlson (“Employee”). This Employee Agreement replaces in its entirety the employee agreement dated August 15, 2014 between Employee and the Company.
SHARPSPRING, INC. (a Delaware corporation) 2,054,948 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 17th, 2019 • SharpSpring, Inc. • Services-prepackaged software • New York
SHARPSPRING, INC. QUATTRO HOSTING LLC SHARPSPRING TECHNOLOGIES, INC. WESTERN ALLIANCE BANK LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 22nd, 2016 • SharpSpring, Inc. • Services-direct mail advertising services • California
This Loan And Security Agreement is entered into as of March 21, 2016, by and between Western Alliance Bank (“Bank”) and SharpSpring, Inc. (“Parent”), Quattro Hosting LLC (“Quattro”), and SharpSpring Technologies, Inc. (“SharpSpring Technologies”). Parent, Quattro, and SharpSpring Technologies are each referred to herein as a “Borrower”, and collectively, as the “Borrowers”.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 15th, 2014 • SMTP, Inc. • Services-direct mail advertising services • Delaware
This Asset Purchase Agreement (this "Agreement"), dated as of August 12, 2014, is entered into between SharpSpring, LLC, a Delaware limited liability company ("Seller"), and SMTP, Inc., a Delaware corporation ("Buyer").
SHARPSPRING, INC. and [ ], as Trustee FORM OF INDENTURE Dated as of [ ],SharpSpring, Inc. • February 2nd, 2018 • Services-prepackaged software • New York
INDENTURE, dated as of [ ], by and between SharpSpring, Inc., a Delaware corporation, as Issuer (the “Company”) and [ ], a [ ] organized under the laws of [ ], as Trustee (the “Trustee”).
EMPLOYEE AGREEMENTEmployee Agreement • April 30th, 2021 • SharpSpring, Inc. • Services-prepackaged software • Florida
This Agreement (the “Agreement”) is made and entered into as of May 1, 2021 by SharpSpring Technologies, Inc., a Delaware corporation (the “Company”), including its parents, affiliates, assignees, and successors, each of whom are expressly authorized to enforce this Agreement, and who are referenced herein as the “Company” and Suaad Sait, referenced herein as “you” or “your” or “Employee.”
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • March 22nd, 2016 • SharpSpring, Inc. • Services-direct mail advertising services
This INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of March 21, 2016 (the “Agreement”) is entered into by and between SHARPSPRING, INC., a Delaware corporation (“Parent”), QUATTRO HOSTING LLC, a Delaware limited liability company (“Quattro”), and SHARPSPRING TECHNOLOGIES, INC., a Delaware corporation (“SharpSpring Technologies”), and WESTERN ALLIANCE BANK, an Arizona corporation (“Lender”). Parent, Quattro and SharpSpring Technologies are each also referred to herein as a “Grantor”, and collectively, as the “Grantors”.
ASSET PURCHASE AGREEMENT BY AND AMONG MARIN SOFTWARE INCORPORATED and SHARPSPRING, INC. November 21, 2019Asset Purchase Agreement • November 22nd, 2019 • SharpSpring, Inc. • Services-prepackaged software • Delaware
CONSULTING AGREEMENTConsulting Agreement • December 2nd, 2010 • SMTP, Inc. • Florida
THIS AGREEMENT (the “Agreement”) is entered into as of this 15th day of July, 2010, between Public Financial Services, LLC, a Florida limited liability corporation (herein referred to as “Consultant”) and SMTP.com, Inc. a Massachusetts corporation (herein referred to as the “Company”).
EMPLOYEE AGREEMENTEmployee Agreement • July 23rd, 2020 • SharpSpring, Inc. • Services-prepackaged software • Florida
This Agreement (the “Agreement”) is made and entered into as of July 20, 2020 by SharpSpring Technologies, Inc., a Delaware corporation (the “Company”), including its parents, affiliates, assignees, and successors, each of whom are expressly authorized to enforce this Agreement, and who are referenced herein as “the Company” and Aaron Jackson, referenced herein as “you” or “your” or “Employee”.
EMPLOYEE AGREEMENTEmployee Agreement • September 14th, 2015 • SMTP, Inc. • Services-direct mail advertising services • Delaware
THIS EMPLOYEE AGREEMENT made as of September 13, 2015, by and between SMTP, Inc., a Delaware corporation (the “Company”), whose principal place of business is at 670 N. Commercial St, Suite 107, Manchester, NH 03101; and Richard Carlson (“Employee”).
EMPLOYEE AGREEMENTEmployee Agreement • November 7th, 2018 • SharpSpring, Inc. • Services-prepackaged software • Florida
This Agreement is entered into by SharpSpring Technologies, Inc. of Gainesville, Florida, including its parents, affiliates, assignees, and successors, each of whom are expressly authorized to enforce this Agreement, and who are referenced herein as “the Company” and Brad Stanczak, referenced herein as “you” or “your” or “Employee”.
LOAN AND SECURITY MODIFICATION AGREEMENTLoan and Security Modification Agreement • May 1st, 2018 • SharpSpring, Inc. • Services-prepackaged software
This Loan and Security Modification Agreement is entered into as of April 30, 2018 by and between SHARPSPRING, INC., QUATTRO HOSTING LLC, and SHARPSPRING TECHNOLOGIES, INC. (each, a “Borrower”) and WESTERN ALLIANCE BANK (“Bank”), and effective as of March 21, 2018.
EMPLOYEE AGREEMENT AMENDMENTEmployee Agreement • February 18th, 2021 • SharpSpring, Inc. • Services-prepackaged software
THIS AGREEMENT (the “Agreement”) is made and entered into on February 16, 2021 by and between SharpSpring, Inc., a Delaware corporation (the “Company”); and Richard Carlson (“Employee”).
FIRST AMENDMENT TO EQUITY INTEREST PURCHASE AGREEMENTEquity Interest Purchase Agreement • October 20th, 2014 • SMTP, Inc. • Services-direct mail advertising services
THIS FIRST AMENDMENT TO EQUITY INTEREST PURCHASE AGREEMENT (this “First Amendment”) is made and entered into to be effective as of the 17th day of October, 2014 (the “First Amendment Effective Date”), by and among SMTP, Inc., a Delaware corporation, its affiliates and its subsidiaries (the “Buyer”), and each of the individual shareholders and entities listed on Exhibit A to the Purchase Agreement (together, “Sellers” and each a “Seller”).
EMPLOYEE AGREEMENT AMENDMENTEmployee Agreement • June 24th, 2015 • SMTP, Inc. • Services-direct mail advertising services
THIS AGREEMENT (the “Agreement”) is made and entered into on June 19, 2015 by and between SMTP, Inc., a Delaware corporation (the “Company”); and Edward Lawton (“Employee”).
SMTP, INC. Subscription AgreementSubscription Agreement • May 21st, 2015 • SMTP, Inc. • Services-direct mail advertising services
This subscription agreement (this “Agreement”) is dated May 18, 2015, by and between the purchaser identified on the signature page hereto (the “Purchaser”) and SMTP, Inc., a Delaware corporation (the “Company”), whereby the parties agree as follows:
EMPLOYEE AGREEMENT AMENDMENTEmployee Agreement • February 12th, 2018 • SharpSpring, Inc. • Services-prepackaged software
THIS AGREEMENT (the “Agreement”) is made and entered into on February 8, 2018 by and between SharpSpring, Inc., a Delaware corporation (the “Company”); and Richard Carlson (“Employee”).
BOWEN ADVISORS AGREEMENTBowen Advisors Agreement • November 1st, 2012 • SMTP, Inc. • Services-direct mail advertising services • Massachusetts
Corporation desires to engage Advisor to render professional services to the Corporation in connection with its business.
ADDENDUM TO PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • December 26th, 2013 • SMTP, Inc. • Services-direct mail advertising services
This Addendum To Professional Services Agreement (the “Agreement”) is made and entered into on July 1, 2013 by and between SMTP, Inc. (“SMTP”), a Delaware corporation, with offices located at 1810 E. Sahara Ave. Suite 111, Las Vegas, NV 89104; and inSegment, Inc., a Massachusetts corporation, with its principal place of business located at 313 Washington Street, Suite 401, Newton, MA 02458 (“inSegment”). SMTP and inSegment shall hereinafter collectively be referred to as the “parties” and generically as a “party.”
SMTP.com Compensation Plan for Richard Harrison – President and Chief Operating OfficerSMTP, Inc. • December 2nd, 2010
The following is an employment agreement and associated terms for Richard Harrison as President and COO of SMTP.com, effective date July 1, 2010.
OFFICE LEASE AGREEMENT BETWEEN CELEBRATION POINTE OFFICE PARTNERS II, LLC, a Florida limited liability company, Landlord AND SHARPSPRING TECHNOLOGIES, INC. a Delaware corporation, Tenant FOR CELEBRATION POINTE Gainesville, Florida Dated: April 18, 2018Office Lease Agreement • April 19th, 2018 • SharpSpring, Inc. • Services-prepackaged software • Florida
This OFFICE LEASE AGREEMENT (the “Lease”) is made and entered into as of this day of April, 2018 (being the “Effective Date” as defined in Section 21.17 below), by and between CELEBRATION POINTE OFFICE PARTNERS II, LLC, a Florida limited liability company (“Landlord”), and SHARPSPRING TECHNOLOGIES, INC., a Delaware corporation (“Tenant”).
CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • March 28th, 2018 • SharpSpring, Inc. • Services-prepackaged software • Delaware
This Convertible Note Purchase Agreement (this “Agreement”) is entered into as of March 28, 2018 among SharpSpring, Inc., a Delaware corporation (the “Company”), and SHSP Holdings, LLC, a Delaware limited liability company (“Investor”).
AGREEMENT AND PLAN OF MERGER Dated as of June 21, 2021 by and among CONSTANT CONTACT, INC., GROOVE MERGER SUB, INC. and SHARPSPRING, INC.Agreement and Plan of Merger • June 24th, 2021 • SharpSpring, Inc. • Services-prepackaged software • New York
THIS AGREEMENT AND PLAN OF MERGER (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of June 21, 2021, by and among (a) Constant Contact, Inc., a Delaware corporation (“Parent”), (b) Groove Merger Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“MergerSub”), and (c) SharpSpring, Inc., a Delaware corporation (the “Company”). Unless otherwise set forth herein, capitalized terms used herein shall have the meanings assigned to such terms in Section 6.18.
EMPLOYEE AGREEMENT AMENDMENTEmployee Agreement • August 1st, 2017 • SharpSpring, Inc. • Services-prepackaged software
THIS AGREEMENT (the “Agreement”) is made and entered into on July 28, 2017 by and between SharpSpring, Inc., a Delaware corporation (the “Company”); and Edward Lawton (“Employee”).
ASSIGNMENT OF TENANT’S INTEREST AND ASSUMPTION OF LEASEAssumption of Lease • April 19th, 2018 • SharpSpring, Inc. • Services-prepackaged software
This Assignment of Tenant’s Interest and Assumption of Lease (this “Assignment”) is executed and delivered as of April 18, 2018, by and between SharpSpring Technologies, Inc., a Delaware corporation (“Assignor”), and Celebration Pointe Office Partners II, LLC, a Florida limited liability company (“Assignee”), and joined by Capital Assets Group, LLC, a Florida limited liability company (“Landlord”).
ADDENDUM TO PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • May 14th, 2013 • SMTP, Inc. • Services-direct mail advertising services
This Addendum To Professional Services Agreement (the “Agreement”) is made and entered into on March 4th , 2013 by and between SMTP, Inc. (“SMTP”), a Delaware corporation, with offices located at One Broadway, 14th Floor, Cambridge, MA 02142; and inSegment, Inc., a Massachusetts corporation, with its principal place of business located at 313 Washington Street, Suite 401, Newton, MA 02458 (“inSegment”). SMTP and inSegment shall hereinafter collectively be referred to as the “parties” and generically as a “party.”
