FAQs on the Constant Contact + SharpSpring Acquisition

When is the anticipated close date?
The transaction is expected to close in the third quarter of 2021 subject to customary closing conditions including a SharpSpring stockholder approval.
Who is Constant Contact?
Constant Contact, an established leader in online marketing, simplifies the complex task of marketing your business, so you can achieve real results and sell more online. Whether it’s setting up a website and online store, leveraging social and search features to get new customers, or sending great-looking emails with the power to drive more sales, we combine the right tools and advice to help get the results you want.
Can you tell us more about Clearlake and Siris?
Clearlake Capital Group, L.P. is a leading investment firm founded in 2006, operating integrated businesses across private equity, credit and other related strategies.

Based in Santa Monica, California with an office in Dallas, Texas, Clearlake is led by José E. Feliciano and Behdad Eghbali, who have together built a team of investment professionals with a unique blend of sector and product capabilities through a history of long-term strategic partnerships with management to transform and grow companies.

Clearlake partners with world-class management teams by providing patient, long-term capital to dynamic businesses that can benefit from Clearlake’s operational improvement approach, O.P.S.®

Clearlake currently has approximately $30 billion of assets under management and its senior investment principals have led or co-led over 200 investments. Siris is a leading private equity firm headquartered in New York that is focused on making control investments in data, telecommunications, technology, and technology-enabled business service companies.

Siris was founded in 2011 by Frank Baker, Peter Berger, and Jeffrey Hendren and has raised approximately $5.9 billion in aggregate capital commitments.

Integral to Siris’ investment approach is its partnership with exceptional senior operating executives, or Executive Partners, who work with Siris to identify, validate, and support the execution of investments. Siris’ Executive Partners’ deep domain experience in the technology and telecommunications industries and significant involvement allows Siris to partner with management to add value both operationally and strategically.

Siris has extensive experience and a strong track record of success in investing in companies in the data, telecommunications, technology, and technology-enabled business service markets.
Is the agency focus going away?
No. Our commitment to agencies remains intact. We’re excited about the opportunity to offer new products and services and to provide access to a large base of Constant Contact SMB’s for our agencies to partner with.
Will pricing change as a result of this transaction? Will this change my contract?
There are no changes being made at this time.
Will there be any staffing changes at SharpSpring that might affect my service?
Constant Contact will be investing in our product, our people, and our customers. You’ll continue to get the same great customer support you’ve always had.
Will the SharpSpring name go away?
There are no plans to eliminate the SharpSpring name at this time.
Who do I call if I have a problem or concern?
As always, you can contact our support team for any technical issues you need assistance with. Questions about the transaction can be sent to Kristen Andrews (kristen.andrews@constantcontact.com).

Forward Looking Statements
This document contains “forward-looking statements” as defined in the U.S. Private Securities Litigation Reform Act of 1995. The reader is cautioned not to rely on these forward-looking statements, such as statements regarding the proposed transaction between Constant Contact and SharpSpring, the expected timetable for completing the transaction, future financial and operating results, benefits and synergies of the transaction, future opportunities for the combined company and any other statements about Constant Contact and SharpSpring managements’ future expectations, beliefs, goals, plans or prospects. These statements are based on current expectations of future events, and these include statements using the words such as “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the SharpSpring’s expectations. Risks and uncertainties include, but are not limited to: the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect SharpSpring’s business and the price of its common stock; the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the merger agreement by the stockholders of SharpSpring, and the receipt of certain governmental and regulatory approvals; the effect of the announcement or pendency of the transaction on SharpSpring’s business relationships, operating results, and business generally; risks that the proposed transaction disrupts SharpSpring’s current plans and operations and potential difficulties in SharpSpring’s employee retention as a result of the transaction; risks related to diverting management’s attention from SharpSpring’s ongoing business operations; and the outcome of any legal proceedings that may be instituted against SharpSpring or the purchaser related to the merger agreement or the transaction. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that SharpSpring’s business as described in the “Risk Factors” in SharpSpring’s Annual Report on Form 10-K for the year ended December 31, 2021 and in SharpSpring’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, and other reports SharpSpring files with the SEC. We assume no obligation to update any forward-looking statements contained in this document as a result of new information, future events or otherwise. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contemplated in the forward-looking statements. Copies of these filings are available online at www.sec.gov and https://investors.sharpspring.com/. SharpSpring assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

Important Information for Investors
In connection with the proposed transaction, SharpSpring intends to file with the SEC a proxy statement (the “proxy statement”) and mail the proxy statement to its stockholders. The Proxy Statement will contain important information about Constant Contact, SharpSpring, the transaction and related matters. INVESTORS AND SECURITY HOLDERS OF SHARPSPRING ARE URGED TO READ CAREFULLY THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, AND OTHER RELEVANT DOCUMENTS, AND ANY RELATED AMENDMENTS OR SUPPLEMENTS, FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SHARPSPRING, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the proxy statement and other documents (when available) that SharpSpring files with the SEC through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by SharpSpring will be available free of charge on SharpSpring’s investor relations website at https://investors.sharpspring.com/ or by contacting SharpSpring’s Investor Relations Department at SHSP@gatewayir.com.

No Offer or Solicitation
This communication is neither an offer to buy, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

Participants in the Solicitation
The directors and executive officers of SharpSpring may be deemed to be participants in the solicitation of proxies from the stockholders of SharpSpring in connection with the proposed acquisition. Information regarding the interests of these directors and executive officers in the transaction described herein will be included in the proxy statement described above. Additional information SharpSpring’s directors and executive officers is also included in SharpSpring’s definitive proxy statement for its 2021 Annual Meeting of Stockholders, which was filed with the SEC on April 30, 2021. These documents are available free of charge as described in the preceding paragraph.