0000943440-10-000675 Sample Contracts

CONSULTING AGREEMENT
Consulting 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”).

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SMTP.com Compensation Plan for Richard Harrison – President and Chief Operating Officer
Employment Agreement • December 2nd, 2010 • SMTP, Inc.

The following is an employment agreement and associated terms for Richard Harrison as President and COO of SMTP.com, effective date July 1, 2010.

AGREEMENT AND PLAN OF MERGER BY AND BETWEEN SMTP.COM, INC. (a Massachusetts corporation) and SMTP, INC. (a Delaware corporation)
Merger Agreement • December 2nd, 2010 • SMTP, Inc.

THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of the 23rd day of November, 2010 by and between SMTP.COM, Inc., a corporation organized under the laws of the State of Massachusetts, and SMTP, Inc., a corporation organized under the laws of the State of Delaware. The Agreement and Plan was adopted on November 23, 2010 by resolution of the Shareholders and Board of Directors of SMTP.COM, Inc., a Massachusetts corporation, and adopted on November 23, 2010 by resolution of the Board of Directors of SMTP, Inc., a Delaware corporation. The names of the corporations planning to merge are SMTP.COM, Inc., a Massachusetts corporation, and SMTP, Inc., a Delaware corporation. The name of the surviving corporation into which SMTP.COM, Inc., a Massachusetts corporation, plans to merge is SMTP, Inc., a Delaware corporation.

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