Travis Whitton - 01 Sep 2021 Form 4 Insider Report for SharpSpring, Inc.

Footnote F1

Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated June 21, 2021, by and among the registrant, Constant Contact, Inc. ("Parent"), a Delaware corporation, and Groove Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("MergerSub"), as of the effective time of the merger of Merger Sub with and into the registrant (the "Merger"), these shares of the registrant's common stock were canceled and converted to the right to receive $17.10 in cash per share (the "Per Share Merger Consideration").

Footnote F2

Pursuant to the Merger Agreement, each vested stock option was canceled, and the holder is entitled to receive a payment in cash, without interest, equal to the product of (i) the total number of shares subject to the canceled stock option and (ii) the excess, if any, of (A) the Per Share Merger Consideration over (B) the exercise price per share subject to the cancelled company stock option.

Footnote F3

Represents restricted stock units previously granted to the reporting person pursuant to the registrant's time-based restricted stock unit award program on January 29, 2020 and February 16, 2021.

Footnote F4

Pursuant to the Merger Agreement, these restricted stock unit awards were accelerated immediately prior to the Effective Time and were canceled and converted into the right to receive an amount in cash equal to the applicable Options Payment Amount and/or RUSs Payment Amount (the "Retention Bonus"). Notwithstanding the terms of the Merger Agreement, the Retention Bonus will be paid only if the individual remains employed by the Applicable Employer on a full-time basis in good performance standing through and including the consummation of a Change of Control of the Company (which for the portion of the Retention Bonus related to an Options Payment Amount, also must occur on or prior to the original expiration date of the applicable Options) (the date such Change of Control is consummated, the "Earn Date"). If earned, the Retention Bonus will be paid in a lump sum amount, subject to required payroll deductions and tax withholdings, on the Company's or its successor's first administratively practicable payroll pay date following the Earn Date.