0001654954-18-003291 Sample Contracts

CONVERTIBLE NOTE PURCHASE AGREEMENT
Convertible Note Purchase Agreement • March 28th, 2018 • SharpSpring, Inc. • Services-prepackaged software • Delaware

This Convertible Note Purchase Agreement (this “Agreement”) is entered into as of March 28, 2018 among SharpSpring, Inc., a Delaware corporation (the “Company”), and SHSP Holdings, LLC, a Delaware limited liability company (“Investor”).

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EXHIBIT B FORM OF INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • March 28th, 2018 • SharpSpring, Inc. • Services-prepackaged software • Delaware

This Investors’ Rights Agreement (this “Agreement”) is entered into by and among SharpSpring, Inc., a Delaware corporation (the “Company”), SHSP Holdings, LLC, a Delaware limited liability company (“SHSP Holdings”), Evercel Holdings LLC, a Delaware limited liability company and an affiliate of SHSP Holdings (“Evercel Holdings”), and the stockholders of the Company signatory hereto (the (“Management Stockholders”).

SUBORDINATION AGREEMENT
Subordination Agreement • March 28th, 2018 • SharpSpring, Inc. • Services-prepackaged software • California

This Subordination Agreement (this “Agreement”) is made as of March 28, 2018 by and between SHSP Holdings, Inc., a Delaware limited liability company (“Creditor”) and Western Alliance Bank (“Bank”).

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