TO: ALL RECORD HOLDERS AND ALL BENEFICIAL HOLDERS OF SHARPSPRING, INC. (“SHARPSPRING”) COMMON STOCK WHO HELD SUCH STOCK AT ANY TIME FROM AND INCLUDING JUNE 21, 2021, THE DATE ON WHICH THE FORMER BOARD OF DIRECTORS OF SHARPSPRING APPROVED THE ACQUISITION OF SHARPSPRING BY CONSTANT CONTACT INC., THROUGH AND INCLUDING SEPTEMBER 1, 2021, THE EFFECTIVE TIME OF THE CLOSING OF THE MERGER, INCLUDING ALL PERSONS OR ENTITIES WHO PURCHASED OR OTHERWISE ACQUIRED SHARES OF THE COMMON STOCK OF SHARPSPRING AFTER JUNE 21, 2021 AND HELD THROUGH SEPTEMBER 1, 2021, INCLUDING ANY AND ALL OF THEIR RESPECTIVE SUCCESSORS IN INTEREST, PREDECESSORS, REPRESENTATIVES, TRUSTEES, EXECUTORS, ADMINISTRATORS, HEIRS, ASSIGNS OR TRANSFEREES, IMMEDIATE OR REMOTE, AND ANY PERSON OR ENTITY ACTING ON BEHALF OF, OR CLAIMING UNDER, ANY OF THEM AND EACH OF THEM.
IF YOU HELD SHARPSPRING COMMON STOCK AT ANY TIME FROM AND INCLUDING JUNE 21, 2021, THROUGH AND INCLUDING SEPTEMBER 1, 2021, OR OTHERWISE ACQUIRED SHARES OF THE COMMON STOCK OF SHARPSPRING AFTER JUNE 21, 2021 AND HELD THROUGH SEPTEMBER 1, 2021 (THE “CLASS PERIOD”), YOUR RIGHTS MAY BE AFFECTED BY THE SETTLEMENT OF THIS LITIGATION, INCLUDING THE RELEASE AND EXTINGUISHMENT OF CLAIMS YOU MAY POSSESS RELATING TO YOUR PURCHASE OR OWNERSHIP OF SHARPSPRING COMMON STOCK DURING THE CLASS PERIOD
PLEASE READ THE NOTICE CAREFULLY AND IN ITS ENTIRETY.
The Notice explains how Class Members will be affected by the Settlement. The following table provides a brief summary of the rights you have as a Class Member and the relevant deadlines, which are described in more detail in the Notice and what steps you may take, but are not required to take, in relation to the Settlement.
| CLASS MEMBERS’ LEGAL RIGHTS IN THE SETTLEMENT: | |
| RECEIVE A PAYMENT FROM THE SETTLEMENT. CLASS MEMBERS DO NOT NEED TO SUBMIT A CLAIM FORM. | If you are a Member of the Class (defined in paragraph 10 of the Notice you may be eligible to receive a pro rata distribution from the Settlement proceeds. Eligible Class Members do not need to submit a claim form in order to receive a distribution from the Settlement, if the Settlement is approved by the Court. Your distribution from the Settlement will be paid to you directly, without you needing to submit any paperwork. See paragraphs 25-26 in the Notice for further discussion. |
| OBJECT TO THE SETTLEMENT BY SUBMITTING A WRITTEN OBJECTION SO THAT IT IS RECEIVED NO LATER THAN MAY 30, 2025. | If you are a Class Member and would like to object to the proposed Settlement, the proposed Plan of Allocation, or Class Counsel’s request for an award of attorneys’ fees and litigation expenses for Plaintiffs’ Counsel as well as any incentive award, you may write to the Court and explain the reasons for your objection. |
| ATTEND A HEARING ON JUNE 13, 2025, AT 11:00 A.M. E.T., AND FILE A NOTICE OF INTENTION TO APPEAR SO THAT IT IS RECEIVED NO LATER THAN MAY 30, 2025. | Filing a written objection and notice of intention to appear that is received by May 30, 2025, allows you to speak in Court, at the discretion of the Court, about your objection. In the Court’s discretion, the June 13, 2025, hearing may be conducted by telephone or video conference (see paragraphs 34-40 in the Notice ). If you submit a written objection, you may (but you do not have to) attend the hearing and, at the discretion of the Court, speak to the Court about your objection. |
The Settlement Hearing will be held on June 13, 2025, at 11:00 a.m., either in person at the Court of Chancery of the State of Delaware, New Castle County, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801, or remotely by Zoom (in the discretion of the Court), to, among other things: (a) determine whether the Delaware Action may be finally maintained as a non-opt out class action and whether the Class should be finally certified, for purposes of the Settlement, pursuant to Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2); (b) determine whether Delaware Plaintiff may be finally appointed as representative for the Class and Delaware Plaintiff’s Counsel may finally appointed as Class Counsel, and whether Plaintiffs and Plaintiffs’ Counsel have adequately represented the interests of the Class in the Delaware Action; (c) determine whether the proposed Settlement on the terms and conditions provided for in the Stipulation is fair, reasonable, and adequate to the Class, and should be approved by the Court; (d) determine whether a Judgment should be entered dismissing the Delaware Action with prejudice as against Defendants and releasing all Released Plaintiffs’ Claims against the Released Defendant Parties; (e) determine whether the proposed Plan of Allocation of the Net Settlement Fund is fair and reasonable, and should therefore be approved; (f) determine whether the requested Fee and Expense Award and/or Incentive Award should be approved; (g) hear and rule on any objections to the Settlement, the proposed Plan of Allocation, and/or the requested Fee and Expense Award and/or Incentive Award for Plaintiffs’ Counsel; and (h) consider any other matters that may properly be brought before the Court in connection with the Settlement.
If you are a Class Member, you may object to the terms of the Settlement. To object, please refer to paragraphs 34 and 35 of the Notice for instructions on how to do so. Written objections must be received by May 30, 2025.
If you wish to be heard orally at the Settlement Hearing in opposition to the approval of the Settlement, the Plan of Allocation, or the Fee and Expense Award and/or Incentive Award, assuming you timely file and serve a written objection as described above, you must also file a notice of appearance with the Register in Chancery and serve it on Class Counsel and on Defendants’ Counsel at the mailing and email addresses set forth in paragraph 34 of the Notice so that it is received on or before May 30, 2025.
The Net Settlement Fund will be distributed on a pro rata basis to “Eligible Class Members.” “Eligible Class Members” will consist of all Class Members who held shares of SharpSpring common stock at the closing of the Merger on September 1, 2021 (the “Closing Date”), and therefore received or were entitled to receive the Merger Consideration for their “Eligible Shares.” “Eligible Shares” will be the number of shares of SharpSpring common stock held by Eligible Class Members at the Closing and for which Eligible Class Members received or were entitled to receive the Merger Consideration.