Constant Contact, Inc. signed a definitive agreement to acquire SharpSpring, Inc. (NasdaqCM:SHSP) from funds managed by Greenhaven Road Investment Management, LP and others for approximately $230 million on June 21, 2021. All cash transaction valued at approximately $230 million including outstanding indebtedness. Constant Contact will acquire all the outstanding common stock of SharpSpring for $17.10 per share in cash. The purchase price represents a 21% premium over SharpSpring's closing share price of $14.11 on June 21, 2021. The termination fee payable by SharpSpring is $7.05 million and by Constant Contact is $11.7 million. The transaction is subject to customary closing conditions including regulatory approvals, SharpSpring stockholder approval, the waiting period applicable to the consummation of the Merger under the HSR Act (or any extension thereof) shall have expired. The transaction has been unanimously approved by the board of SharpSpring and Constant Contact. As of July 14, 2021, Board of SharpSpring recommends the shareholders to vote in favor of the transaction. SharpSpring shareholder will hold a meeting on August 25, 2021 to approve the transaction. As of August 25, 2021, the transaction has been approved by SharpSpring's stockholders. The transaction is expected to close in the third quarter of 2021. As of August 25, 2021, the transaction is expected to close on September 1, 2021.

JMP Securities LLC is acting as financial advisor and fairness opinion provider and C.J. Wauters of Godfrey & Kahn, S.C. is acting as legal counsel to SharpSpring, Inc. Lazard is acting as financial advisor to Constant Contact and Mehdi Khodadad, Scott Williams, Eric Kauffman, Glenn Nash, Dusan Clark, Stacy Crosnicker, Rachel D. Kleinberg, Karen Kazmerzak, Ken Daly, Elizabeth Chen and Sven De Knop of Sidley Austin LLP acted as the legal advisors to Constant Contact. Direct Transfer, LLC acted as transfer agent while Morrow Sodali acted as information agent for SharpSpring. Morrow Sodali will receive a fee of $17,500. In connection with JMP Securities' opinion provided, SharpSpring will pay a fee of $750,000 and will pay a total transaction fee of approximately $5,600,000 for its services.

Constant Contact, Inc. completed the acquisition of SharpSpring, Inc. (NasdaqCM:SHSP) from funds managed by Greenhaven Road Investment Management, LP and others on September 1, 2021. In connection with the closing of the transaction, SharpSpring will be delisted from NASDAQ. O'Melveny & Myers, LLP acted as legal advisor to JMP Securities LLC in the transaction. O'Melveny & Myers, LLP acted as a legal advisor to SharpSpring, Inc.