Form 8-K SMTP, Inc. For: Nov 12

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 12, 2014 (November 7, 2014)

SMTP, Inc.

�(Exact name of registrant as specified in its charter)

Delaware	001-36280	05-0502529
(State or other jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

100 Innovative Way, Suite 3330, Nashua, NH	�	03062
(Address of principal executive offices)	�	(Zip Code)

Registrant's telephone number, including area code: 877-705-9362

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(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Semyon Dukach

On November 7, 2014 the registrant�s Board of Directors approved a new, unwritten compensation agreement with Semyon Dukach, the registrant�s Chair of the Board of Directors, whereby Mr. Dukach will receive a $37,500 quarterly stipend payable in the form of registrant common stock. The value of the stock price shall be calculated as the average closing price over the 10 trading days leading up to each quarter end. During 2013 and until November 2014, Mr. Dukach received no compensation from the registrant for serving as the registrant�s Chair of the Board of Directors. Mr. Dukach will continue to receive reimbursement of reasonable business expenses in accordance with the registrant�s corporate policy, along with any health benefits the registrant offers its employees. �On November 7, 2014, the Board of Directors also determined that the executive status of the position of Chair of the Board of Directors, which is presently held by Mr. Dukach, is changed to a non-executive status. Mr. Dukach will, however, continue to serve as an active Chair of the Board of Directors.

Richard Carlson

On November 7, 2014 the registrant�s Board of Directors designated Richard Carlson, as an executive officer of the registrant.

Mr. Carlson, age 41 is the President of, and is responsible for overseeing the registrant�s wholly owned subsidiary, SharpSpring, Inc. He has served in that capacity since the registrant acquired the assets of SharpSpring, LLC on August 15, 2014. Prior to that time, from December 2011 to August 15, 2014, he served as president of SharpSpring, LLC. From April 2009 to December 2011, Mr. Carlson served as the Managing Director of US Operations for Panda Security, an Internet security software company.

On August 15, 2014, pursuant to the an Asset Purchase Agreement (�Asset Purchase Agreement�) with SharpSpring, LLC, (�SharpSpring�), and subject to the terms and conditions contained therein, at the closing, SharpSpring sold to the registrant the purchased assets, and the registrant assumed SharpSpring�s assumed liabilities, all as more fully described in the Asset Purchase Agreement. At the closing, $5,000,000 of the purchase price was paid in cash by the registrant to SharpSpring. The remainder of the purchase price is payable as follows: $6,000,000 in cash payable pursuant to the earn-out provision (�Earn-Out Cash Component�) described in the Asset Purchase Agreement; plus up to $4,000,000 in registrant common stock payable pursuant to the earn-out provision (�Earn-Out Stock Component�) described in the Asset Purchase Agreement. The Earn-Out Cash Component and Earn-Out Stock Component are secured pursuant to a security agreement executed by SharpSpring, Inc., granting a security interest to SharpSpring in the purchased assets; and a pledge agreement executed by the registrant, granting a security interest to SharpSpring in 100% of the capital stock of SharpSpring, Inc.

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In exchange for serving as the President of SharpSpring, Inc., pursuant to a written agreement, Mr. Carlson receives as compensation, among other things, a base salary of $175,000 per year, along with an option to purchase up to 60,000 shares of the registrant�s common stock at the strike price of $6.29 per share. The options vest as follows: 50% are tied to achieving company growth goals for 2016; the remaining 25% are tied to achieving company growth goals for each subsequent year.�All of the options expire on August 13, 2024, subject to earlier expiration in certain circumstances. The option grant was made pursuant to the registrant�s 2010 Employee Stock Plan and subject to the terms of the Plan�s standard stock option agreement.

Nicholas Eckert

On November 7, 2014 the registrant�s Board of Directors designated Nicholas Eckert as an executive officer of the registrant.

Mr. Eckert, age 44 is the President of, and is responsible for overseeing the registrant�s wholly owned companies referred to as the �GraphicMail Group� or �Graphic Mail�, which is comprised of InterInbox SA, a Swiss �corporation, ERNEPH 2012A (Pty) Ltd. dba ISMS, a South African limited company, ERNEPH 2012B (Pty) Ltd. dba GraphicMail South Africa, a South African limited company, and Quattro Hosting, LLC, a Delaware �limited liability company. He has served in that capacity since the registrant acquired GraphicMail on October 17, 2014. Prior to that time, from September 2012 to October 17, 2014, he served as Chief Executive Officer of InterInbox SA and from 2009 to September 2012, Mr. Eckert served as Director of Sales and Marketing of Quattro Hosting, LLC. �Before working with GraphicMail, he founded Impact Promotions a promotional marketing agency that worked with clients such as Frito-Lay, Ferrero Roche and Kellogs.� Prior that Mr. Eckert was a co-founder in All-Hotels.com, one of the first online hotel directories that started in 1998.� All-Hotels had over 1,000,000 visitors a month when it was sold to the Online Travel Company and LastMinute.com in 2001.

On October 17, 2014, pursuant to an Equity Interest Purchase Agreement (�Equity Interest Purchase Agreement�) among each of the individual shareholders and entities listed on Exhibit A to the Equity Interest Purchase Agreement, the registrant acquired the GraphicMail Group. Pursuant to the Equity Interest Purchase Agreement, as amended, and on the terms and subject to the conditions contained therein, at the closing, the sellers sold to the registrant 100% of the shares of the GraphicMail Group, all as more fully described in the Equity Interest Purchase Agreement, as amended. The aggregate purchase price the registrant paid for the GraphicMail Group is $2.5 million in cash, $2.6 million in stock of the registrant, and up to $0.8 million in cash and stock pursuant to the earn-out provisions of the Equity Interest Purchase Agreement, as amended. The price for the shares is subject to certain adjustments as contemplated in the Equity Interest Purchase Agreement, as amended. The $2.5 million cash payment and $2.6 million stock payment was paid by the registrant to the Sellers at the closing of the Equity Interest Purchase Agreement, as amended.

In exchange for serving as the President of the GraphicMail Group, pursuant to a written agreement with InterInbox SA, Mr. Eckert receives as compensation a base salary of $162,290 per year.

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Designation Of Executive Officers For Section 16 Purposes

On November 7, 2014 the registrant�s Board of Directors evaluated the designations of its current executive officers (as that term is defined under Rule 3b-7 under the Exchange Act) and designated the following persons as the sole "executive officers" of the registrant:

Jonathan M. Strimling - Chief Executive Officer

Edward S. Lawton - Chief Financial Officer

Richard Carlson - President � SharpSpring, Inc.

Nicholas Eckert - President � GraphicMail Group

The following persons who were previously designated as "executive officers" of the registrant are no longer designated as such, but will continue to serve the registrant in the capacity of their roles:

Alena Chuprakova � Controller; Treasurer

Ruslan Bondariev - Chief Technology Officer; Vice President-Research

Maksym Ilin - Vice President-Operations and Customer Service

Yvonne Gaudette - Vice President - Marketing�

Item 8.01

Other Events.

Press Release

On November 12, 2014, the registrant issued a press release announcing its financial results for its third quarter ended September 30, 2014. A copy of the press release is attached as Exhibit 99.1 to this report and incorporated herein by reference. Management will host an investor conference call on Thursday, November 13, 2014 at 8:30 a.m. ET to review the registrant's financial results. Comparable GAAP information and reconciliation is posted on the registrant�s website at http://investors.smtp.com/.

Amendment to 2010 Employee Stock Plan

On November 7, 2014 the registrant�s Board of Directors amended the registrant�s 2010 Employee Stock Plan. A copy of the amendment is attached as Exhibit 4.2 to this report and incorporated herein by reference. The amendment does not require stockholder approval.

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Item 9.01

Financial Statements and Exhibits

(d) �Exhibits.

Exhibit�No.	�	Description
2.1	����	Asset Purchase Agreement (incorporated by reference to the registrant�s first Form 8-K filed on August 15, 2014)
2.2	�	Equity Interest Purchase Agreement (incorporated by reference to the registrant�s first Form 8-K filed on August 15, 2014)
2.3	�	Amendment to Equity Interest Purchase Agreement (incorporated by reference to the registrant�s first Form 8-K filed on October 20, 2014)
4.1	�	SMTP, Inc. 2010 Employee Stock Plan, as amended (incorporated by reference to Appendix A to the registrant�s Definitive Schedule 14C as filed with the Commission on April 30, 2014 and the registrant�s Registration Statement on Form S-1 filed on December 2, 2010)
4.2	�	Amendment to 2010 Employee Stock Plan.
10.1	�	Employee Agreement � Richard Carlson
10.2	�	Employee Agreement � Nicholas Eckert
99.1	�	Press Release

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SMTP, INC.		�
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By:	/s/ Edward S. Lawton	�
�	Edward S. Lawton,	�
�	Chief Financial Officer	�

Dated: November 12, 2014

EXHIBIT 4.2

AMENDMENT No. 4

TO

SMTP, INC. �2010 STOCK INCENTIVE PLAN

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The SMTP, Inc. 2010 Employee Stock Plan (the �Plan�) is hereby amended as follows (capitalized terms used herein and not defined herein shall have the respective meaning ascribed to such terms in the Plan):

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1.

Paragraph 2 of the Plan shall be deleted in its entirety and replaced with the following:

2.

Administration of the Plan.

A.

The Plan shall be administered by either (i) the Board of Directors of the Company (the �Board�); or (ii) a Stock Plan Committee (the �Board Committee�), appointed by the Board, pursuant to the requirements of paragraph 2.D. herein; or (iii) a Management Stock Plan Committee (the �Management Committee�), appointed by the Board, pursuant to the requirements of paragraph 2.E. For General purposes, where the context so allows, each of the Board Committee and the Management Committee shall be referred to hereafter collectively as the �Committee�). Subject to paragraphs 2.D., and 2.E., as applicable, herein and the terms of the Plan, the Committee, if so appointed, shall have the authority to (i) determine the employees of the Company and Related Corporations (from among the class of employees eligible under paragraph 3 to receive ISOs) to whom ISOs may be granted, and to determine (from among the class of individuals and entities eligible under paragraph 3 to receive Non-Qualified Options and Awards and to make Purchases) to whom Non-Qualified Options, Awards and authorizations to make Purchases may be granted; (ii) determine the time or times at which Options or Awards may be granted or Purchases made; (iii) determine the option price of shares subject to each Option, which price shall not be less than the minimum price specified in paragraph 6, and the purchase price of shares subject to each Purchases; (iv) determine whether each Option granted shall be an ISO or a Non-Qualified Option; (v) determine (subject to paragraph 7) the time or times when each Option shall become exercisable and the duration of the exercise period; (vi) determine whether restrictions such as repurchase options are to be imposed on shares subject to Options, Awards and Purchases and the nature of such restrictions, if any, and (vii) interpret the Plan and prescribe and rescind rules and regulations relating to it. �All references in this Plan to the Committee shall mean the Board if no Committee has been appointed. �If the Committee determines to issue a Non-Qualified Option, it shall take whatever actions it deems necessary, under Section 422A of the Code and the regulations promulgated thereunder, to ensure that such Option is not treated as an ISO. �The interpretation and construction by the Committee of any provisions of the Plan or of any Stock

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Right granted under it shall be final unless otherwise determined by the Board. The Committee may from time to time adopt such rules and regulations for carrying out the Plan as it may deem best. �No member of the Board or the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Stock Right granted under it.

B.

The Board Committee may select one of its members as its chairman, and shall hold meetings at such time and places it may determine. �Acts by a majority of the Board Committee, or actions reduced to or approved in writing by a majority of the members of the Committee, shall be the valid acts of the Board Committee. �From time to time the Board may increase the size of the Board Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies however caused, or remove all members of the Board Committee and thereafter directly administer the Plan.

C.

Stock Rights may be granted to members of the Board in accordance with paragraph 2.D. herein and the provisions of this Plan applicable to other eligible persons. �Members of the Board who are either (i) eligible for Stock Rights pursuant to the Plan or (ii) have been granted Stock Rights may vote on any matters affecting the administration of the Plan or the grant of any Stock Rights pursuant to the Plan.

D.

Each transaction, i.e. each grant of Stock Rights to any eligible participant under the Plan who is an officer or director of the Company, �(i) shall be approved in advance to the granting of such right, by either the full Board or the Board Committee which shall be composed solely of two or more Non-Employee Directors; (ii) shall be approved in advance to the granting of such right, or ratified no later than the next annual meeting of shareholders, by the affirmative votes of the holders of a majority of the securities of the issuer present, or represented, and entitled to vote at a meeting duly held in accordance with the applicable laws of the state or other jurisdiction in which the Company is incorporated; or the written consent of the holders of a majority of the securities of the issuer entitled to vote; or (iii) �shall be held by the officer or director for a period of six months following the date of such acquisition, provided that with respect to Options, at least six months shall elapse from the date of the acquisition/grant of the Options to the date of disposition of the Options (other than upon exercise or conversion) or its underlying equity security. �A Non-Employee Director is a director who is not, at the time of such grant an officer of the Company or any Related Corporation, or otherwise employed by the Company or any Related Corporation; does not receive compensation, either directly or indirectly, from the Corporation or any Related Corporation, for services rendered as a consultant or in any capacity other than a director, except for an amount that does not exceed the dollar amount for which disclosure is required pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933,

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as amended; does not possess an interest in any other transaction for which disclosure would be required pursuant to Item 404(a) of Regulation S-K; and is not engaged in a business relationship for which disclosure would be required pursuant to Item 404(b) of Regulation S-K.

E.

Each transaction, i.e. each grant of Stock Rights (other than Awards and Purchases) to any eligible participant under the Plan who is not (i) a �Covered Employee��as defined in Section 162(m)(3) of the Code of 1986, as interpreted by IRS Notice 2007-49; (ii) an �officer��of the Company within the meaning of Section 16 of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder (�Executive Officer�); or (iii) a director of the Company, �shall be approved in advance to the granting of such right, by either the full Board, the Board Committee or the full Management Committee. The Management Committee shall be composed solely of one or more Executive Officers, subject to any limitations imposed by the Board, as determined by resolution of the Board, which shall include the number of Stock Rights (other than Awards and Purchases) the Management Committee shall have the authority to grant hereunder. No member of the Management Committee may designate himself or herself as a recipient of any Stock Right. The Management Committee has no authority to grant Awards or Purchases under the Plan. Each member of the Management Committee shall serve as a member of the Management Committee at the pleasure of the Board.

2.

Paragraph 15 of the Plan shall be deleted in its entirety and replaced with the following:

15.

Term and Amendment of Plan. This Plan was adopted by the Board on June 15, 2010, subject to approval of the Plan by the stockholders of the Company at the next Meeting of Stockholders. �If the approval of the stockholders is not obtained by June 15, 2011 any grants of Stock Rights under the Plan made prior to that date will be rescinded. �The Plan shall expire on June 14, 2020 (except as to Options outstanding on that date). �Subject to the provisions of paragraph 5 above, Stock Rights may be granted under the Plan prior to the date of stockholder approval of the Plan. The Board may terminate or amend the Plan in any respect at any time, except that, without approval by the shareholders of the Company to the extent shareholder approval is necessary to satisfy any Applicable Laws obtained within 12 months before or after the Board adopts a resolution authorizing any of the following actions: (a) the total number of shares that may be issued under the Plan may not be increased (except by adjustments pursuant to paragraph 13); (b) the provisions of paragraph 3 regarding eligibility for grants of ISOs may not be modified (except by adjustment pursuant to Paragraph 13); (c) the provisions of paragraph 6 regarding the exercise price at which shares may be offered pursuant to ISO's may not be modified (except by adjustment pursuant to paragraph 13) and (d) the expiration date of the Plan may not be extended. �Except as provided in the fourth sentence of this paragraph 15, in no event may action of the Board or Stockholders alter or impair the rights of a grantee, without his consent, under any Stock Right previously granted to him.

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�Applicable Laws��means the requirements related to or implicated by the administration of the Plan under applicable state corporate law, United States federal and state securities laws, the Code, any stock exchange or quotation system on which the shares of Common Stock are listed or quoted, and the applicable laws of any foreign country or jurisdiction where Stock rights are granted under the Plan.

3.

All other provisions of the Plan remain in full force and effect, other than any provision that conflicts with the terms and spirit of this amendment.

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Adopted by the Board of Directors on November 7, 2014

EXHIBIT 10.1

EMPLOYEE AGREEMENT

THIS EMPLOYEE AGREEMENT made as of September___, 2014, by and between SharpSpring, Inc., a Delaware corporation (the �Company�), whose principal place of business is at 802 NW 5th Avenue, Suite 100, Gainesville FL 32601; and Richard Carlson (�Employee�). This Employee Agreement replaces in its entirety the employee agreement dated August 15, 2014 between Employee and the Company.�

WHEREAS, the Company wishes to procure the services of Employee under the terms and conditions set forth and Employee wishes to be employed on these terms and conditions.

WHEREAS, the parties to this Employee Agreement wish to enter into a written expression of their relationship as Employer and Employee.

THEREFORE, in consideration of the agreements contained in this Employee Agreement, the parties, intending to be legally bound, agree as follows:

ARTICLE 1

Employment

1.1. Employment. The Company agrees to employ Employee, and Employee accepts employment with the Company, on and subject to the terms and conditions set forth in this Employee Agreement.

1.2. Term. The Company will employ the Employee pursuant to this Employee Agreement effective as of August 15, 2014. The employment of employee will be at-will, meaning that employment may be terminated by either party at any time in accordance with the provisions of Article 7.

ARTICLE 2

Duties

2.1. Position and Duties. The Company agrees to employ Employee to act as its President. Employee shall be responsible for performing the duties as described in Appendix A attached hereto and made a part hereof. Employee agrees that he will serve the Company faithfully and to the best of his ability during the term of employment, under the direction of the Board of Directors of the Company. The Company and Employee may jointly from time to time to change the nature of Employee�s duties and job title.

2.2. Time Devoted to Work. �Employee agrees that he will devote all of the necessary business time, attention, and energies, as well as Employee�s best talents and abilities to the business of the Company in accordance with the Company�s instructions and directions. Employee may engage in other business activities unrelated to the Company during the term of this Employee Agreement so long as such other business activities do not interfere with the terms and conditions of this Employee Agreement.

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ARTICLE 3

Place of Employment

3.1. Place of Employment. ��Employee shall perform his duties under this Employee Agreement at 802 NW 5th Avenue, Suite 100, Gainesville FL 32601.

ARTICLE 4

Compensation of Employee

4.1. Base Compensation. �For all services rendered by Employee under this Employee Agreement, the Company agrees to pay Employee the rate of $14,583 per month (the �base salary�), which shall be payable to Employee not less frequently than bi-monthly, or as is consistent with the Company�s practice for its other employees. �

4.2. Other Compensation. �Employee shall receive other compensation as more fully described on Appendix B, attached hereto and made a part hereof.

4.3. Withholding. All amounts due from the Company to the Employee hereunder shall be paid to the Employee net of all taxes and other amounts which the Company is required to withhold by law.

4.4.�Reimbursement for Business Expenses. �Subject to the approval of the Company, the Company shall promptly pay or reimburse Employee for all reasonable business expenses incurred by Employee in performing Employee�s duties and obligations under this Employee Agreement, but only if Employee properly accounts for expenses in accordance with the Company�s policies.

ARTICLE 5

Vacations and Other Paid Absences

5.1. Vacation Days. �Employee shall be entitled to the same paid vacation days each calendar year during the term of this Employee Agreement as authorized by the Company for its other employees.

5.2. Holidays. ��Employee shall be entitled to the same paid holidays as authorized by the Company for its other employees.

5.3. Sick Days and Personal Absence Days. �Employee shall be entitled to the same number of paid sick days and personal absence days as authorized by the Company for its other employees.

ARTICLE 6

Fringe Benefits

Employee shall be entitled to participate in and receive benefits from all of the Company�s employee benefit plans that are now, or in the future may be, maintained by the

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Company for its employees, including, without limitation, the Company�s health insurance plan. No amounts paid to Employee from an employee benefit plan shall count as compensation due Employee as base salary or additional compensation. �Nothing in this Employee Agreement shall prohibit the Company from modifying or terminating any of its employee benefit plans in a manner that does not discriminate between Employee and other Company employees.

ARTICLE 7

Termination of Employment

7.1. Termination of Employment. Employee�s employment hereunder shall automatically terminate upon (i) his death; (ii) Employee voluntarily leaving the employ of the Company; (iii) at the Company�s sole discretion, upon fifteen (15) days prior written notice to Employee if the Company terminates his employment hereunder without "cause;" (iv) at the Company�s sole discretion, upon two (2) days prior written notice to Employee if the Company terminates his employment hereunder for "cause." For purposes hereof, "cause" shall include (i) Employee�s willful malfeasance, misfeasance, nonfeasance or gross negligence in connection with the performance of his duties (which shall not include any exercise of business judgment in good faith), (ii) any willful misrepresentation or concealment of a material fact made by Employee in connection with this Employee Agreement; or (iii) the willful breach of any material covenant made by Employee hereunder.

7.2. Payments on Termination. In the event that Employee�s employment under this agreement is terminated for any reason, Company shall promptly pay Employee any amounts due to Employee under this agreement, including any salary accrued through the date of termination, and reimbursement for business related expenses during the period of Employee�s employment, providing that such expenses are submitted in accordance with Company policies, but such payments shall be in full satisfaction of all Company�s obligations to Employee.

ARTICLE 8

Confidential Information

8.1. �Disclosures While Employed by the Company. �Employee acknowledges that, in performing duties on behalf of the Company prior to this Employee Agreement, and in performing the duties required by this Employee Agreement, Employee has made use of, acquired, and added to, and will be making use of, acquiring and adding to the confidential and proprietary information of the Company and/or those persons or entities directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Company (each an �Affiliate� and collectively, the �Affiliates�), which (i) is of a special nature and value, (ii) is not public information or is not generally known or available to the Company�s and/or the Affiliates� competitors, (iii) is known only by the Company and/or the Affiliates and those of their respective employees, independent contractors, consultants, suppliers, customers or agents to whom such data and information must be confided in order to apply it to the uses intended, and (iv) relates to matters such as, but not limited to, the Company�s and the Affiliates� respective methods of operation, internal structure, financial affairs, programs, software, equipment and techniques, existing and contemplated facilities, products and services, know-how, inventions, systems, devices (whether or not patentable), methods, ideas, procedures, manuals, confidential studies and reports, lists of suppliers and customers and prospective

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suppliers and customers, financial information and practices, plans, pricing, selling techniques, sales and marketing programs and methods, names, addresses and telephone numbers of the Company�s and/or the Affiliates� suppliers and customers, credit and financial data of the Company�s and/or the Affiliates� suppliers and customers, particular business requirements of the Company�s and/or the Affiliates� suppliers and customers, special methods and processes involved in designing, producing and selling the Company�s and/or the Affiliates� products and services, any other information related to the Company�s and/or the Affiliates� suppliers and customers that could be used as a competitive advantage by the Company�s and/or the Affiliates� competitors if revealed or disclosed to such competitors or to persons or entities revealing or disclosing same to such competitors, and all �trade secrets� (as that term is defined in O.C.G.A. �s. 10-1-761, as amended) of the Company and/or the Affiliates, all of which, together with any and all extracts, summaries and photo, electronic or other copies or reproductions, in whole or in part thereof, stored in whatever medium (including electronic or magnetic), shall be deemed the Company�s and/or the Affiliates� exclusive property, as applicable, and shall be deemed to be �Confidential Information.� �Employee acknowledges that the Confidential Information has been and will continue to be of central importance to the business of the Company and the Affiliates, and that disclosure of it to, or its use by, others could cause substantial loss to the Company and the Affiliates. �In consideration of Employee�s employment hereunder, Employee agrees that, at all times during the term of this Employee Agreement, and (i) with respect to all Confidential Information constituting �trade secrets,� for so long thereafter as such Confidential Information continues to constitute �trade secrets� (or for the period beginning on the last day of the term of this Employee Agreement and ending five (5) years thereafter, whichever is longer); and (ii) with respect to all Confidential Information not constituting �trade secrets,� for the period beginning on the last day of the term of this Employee Agreement and ending five (5) years thereafter, Employee shall not, directly or indirectly, use, divulge or disclose to any person or entity, other than those persons or entities employed or engaged by the Company who or which are authorized to receive such information, any of such Confidential Information, and Employee shall hold all of the Confidential Information confidential and inviolate and will not use such Confidential Information against the best interests of the Company or any of the Affiliates.

8.2. Disclosures After Employment Terminates; Return of Records. �Employee acknowledges and agrees that all supplier, customer, employee and contractor files, contracts, agreements, financial books, records, instruments and documents, supplier and customer lists, memoranda, data, reports, sales documentation and literature, software, rolodexes, telephone and address books, letters, research, listings, and any other instruments, records or documents relating or pertaining to (i) the customers or suppliers of the Company and/or any of the Affiliates serviced by or serving the Company, any of the Affiliates or Employee, (ii) the duties performed hereunder by Employee, or (iii) the business of the Company and/or any of the Affiliates (collectively, the �Records�) shall at all times be and remain the exclusive property of the Company and/or the Affiliates, as applicable. �Upon termination of Employee�s employment hereunder for any reason whatsoever, Employee shall promptly return to the Company all Records (whether furnished by the Company or any of the Affiliates or prepared by Employee), and Employee shall neither make nor retain, nor allow any third party to make or retain, any photo, electronic or other copy or other reproduction of any of such Records after such termination. �

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8.3 Assignment of Inventions and Works Made for Hire. ��Employee hereby irrevocably assigns and transfers, and agrees to assign and transfer, to the Company all of Employee�s right, title and interest in and to any and all Inventions and Works Made for Hire (each as hereinafter defined) made, generated or conceived by Employee while employed by the Company at any time, whether alone or with the assistance of others, whether or not made, generated or conceived during normal business hours, and whether or not his employment with the Company is hereafter terminated for any reason whatsoever. For purposes of this Employee Agreement, �Inventions� shall mean any and all discoveries, improvements, innovations, ideas, formulae, devices, systems, software programs, processes, products and any other creations similar thereto which pertain or relate to the Company�s systems and technologies that enable: marketing automation, call tracking, customer relationship management, sales automation, and/or email delivery. �For purposes of this Employee Agreement, �Works Made for Hire� shall mean any and all �work made for hire�, as that term is defined in Section 101 of the United States Copyright Law, Title 17 of the United States Code, as amended. �Upon the Company�s request, Employee will promptly execute and sign any and all applications, assignments, and other documents, and will promptly render all assistance, which may be reasonably necessary for the Company to obtain patent, copyright or any other form of intellectual property protection.

ARTICLE 9

Protective Covenants

Employee acknowledges that his specialized skills, abilities and contacts are important to the success of the Company, and agrees that he shall faithfully and strictly adhere to the following covenants:

9.1. Non-competition. Employee acknowledges that by reason of the character and nature of the Company�s and/or the Affiliates� business activities and operations, and further by reason of the scope of the territory in which Employee will perform the services under this Employee Agreement, in order to protect the Company�s and/or the Affiliates� legitimate business interests it is necessary for Employee to agree not to engage in certain specified activities in such territory at any time during the term of this Employment Agreement and for a period of time thereafter. Therefore, at all times during the term of this Employee Agreement, and for a period of three (3) years thereafter, Employee will not, directly or indirectly, within the Territory (as defined below), (a) for himself, in his capacity as a Competing Business, (b) as a consultant, manager, supervisor, employee or owner of a Competing Business (as defined below), or (c) as an independent contractor for a Competing Business, engage in any business in which Employee provides services which are the same as or substantially similar to the services Employee is providing hereunder. �Competing Business� shall mean any person, business or entity who or which sells, markets or distributes products and/or sells, furnishes or provides services substantially the same as those sold, marketed, distributed, furnished or supplied or expected to be sold, marketed, distributed, furnished or supplied by the Company and/or the Affiliates during the term of this Employee Agreement, and include, but not be limited to the following entities: Marketo, Hubspot, Eloqua, Pardot, ExactTarget, SendGrid, Constant Contact, Dyn, iContact, MailChimp, Responsys, TurboSMTP/SendBlaster, and J2 Global. �Territory� shall mean the entire world based upon the fact that Company and /or the Affiliates currently offer their services in approximately 130 countries and Company and /or the Affiliates plan to launch products and

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services on a global basis. Employee agrees that he and the Company may amend the definition of �Territory� from and after the date hereof to reflect any significant contraction or expansion of the geographical area in which he performs the services hereunder.

9.2 Non-solicitation of Customers. Employee agrees that all customers whose relationships are managed by Employee, or with whom Employee has contact during the term of this Employee Agreement, are the Company�s customers, and that all fees and revenues produced from such relationships or contacts are the exclusive property of the Company. Employee hereby waives and releases all claims and rights of ownership to such customer relationships, fees and revenues. �Furthermore, at all times during the term of this Employee Agreement and for a period of three (3) years thereafter, Employee will not directly or indirectly, on his own behalf or on behalf of any person, firm, partnership, association, corporation, business organization, entity or enterprise, solicit, call upon or attempt to solicit or call upon, any customer or prospective customer of the Company, or any representative of any customer or prospective customer of the Company, with a view to the sale or provision of any product or service competitive or potentially competitive with any product or service sold or provided, or under development, by the Company at any time during the shorter in duration of the term of this Employee Agreement and the last one (1) year thereof; provided that the restrictions set forth in this sentence shall apply only to customers or prospective customers of the Company, or representatives of customers or prospective customers of the Company, with which Employee had contact at any time during the shorter in duration of the term of this Employee Agreement and the last one (1) year thereof.

9.3 Non-solicitation of Employees and Independent Contractors. �At all times during the term of this Employee Agreement and for a period of three (3) years thereafter, Employee will not directly or indirectly solicit or encourage any employee or independent contractor of the Company to leave such employment or engagement with the Company, or directly or indirectly employ or engage in any capacity any former employee or independent contractor of the Company, unless such former employee or independent contractor of the Company shall have ceased to be so employed or engaged by the Company for a period of at least six (6) months immediately prior to such action by Employee.

ARTICLE 10

Construction

Employee acknowledges and agrees that the covenants and agreements contained in Articles 8 and 9 of this Employee Agreement are the essence of this Employee Agreement, and that each of such covenants and agreements is reasonable and necessary to protect and preserve the interests and business of the Company. �Employee further acknowledges and agrees that: (i) each of such covenants and agreements is separate, distinct and severable, not only from the other of such covenants and agreements, but also from the remaining provisions of this Employee Agreement, (ii) the unenforceability of any such covenants or agreements shall not affect the validity or enforceability of any other such covenants or agreements or any other provision or provisions of this Employee Agreement, and (iii) in the event any court of competent jurisdiction or arbitrator, as applicable, determines, rules or holds that any such covenant or agreement hereof is overly broad or against the public policy of the state, then said

---

court or arbitrator, as the case may be, is specifically authorized to reform and narrow said covenant or agreement to the extent necessary to make said reformed and narrowed covenant or agreement valid and enforceable to the maximum enforceable restriction permitted by law.

��

ARTICLE 11

Remedies

It is specifically understood and agreed that (i) any breach of any of the provisions of Articles 8 and 9 of this Employee Agreement is likely to result in irreparable injury to the Company, (ii) the remedy at law alone will be an inadequate remedy for such breach, and (iii) in addition to any other remedy it may have for such breach, the Company shall be entitled to seek both temporary and permanent injunctive relief (to the extent permitted by law) without the necessity of proving actual damages. �Notwithstanding any other provision of this Employee Agreement to the contrary, any and all obligations of the Company to pay any compensation to Employee for any reason shall cease and terminate upon the proven breach by Employee, as determined by an arbitrator or a court of competent jurisdiction as the case may be, of any of the obligations of Employee under Articles 8 or 9 of this Employee Agreement.

ARTICLE 12

Existing Restrictive Covenants and Indemnification

Employee represents and warrants that (i) Employee is not a party to or subject to any outstanding contract, agreement or order whereby Employee is prohibited from entering into this Employee Agreement, or any outstanding restrictive covenant or noncompetition agreement which would interfere with or prevent Employee�s employment hereunder as contemplated by this Employee Agreement; (ii) Employee has performed any and all duties or obligations that he may have under any contract or agreement with a former Employer or other party, including, without limitation, the return of all confidential materials; and (iii) Employee is currently not in possession of any confidential materials or property belonging to any such former Employer or other party. �Employee acknowledges and agrees that he shall advise the Company in the event that his duties with the Company should be changed or enlarged in such a manner as to conflict with any such prior contract, agreement, order or restrictive covenant. �Without limitation on any other rights or remedies available to the Company with respect to Employee�s breach of his obligations hereunder, Employee shall defend, indemnify and hold the Company, the Affiliates, and each of their respective shareholders, officers, directors, employees, counsel, agents, affiliates and assigns (collectively, the �Company Indemnities�) harmless from and against any and all direct or indirect demands, claims, payments, obligations, recoveries, deficiencies, fines, penalties, assessments, actions, causes of action, suits, losses, diminution in the value of assets of the Company, compensatory, punitive, exemplary or consequential damages (including, without limitation, lost income and profits and interruptions of business), liabilities, costs, expenses, and interest on any amount payable to a third party as a result of the foregoing, whether accrued, absolute, contingent, known, unknown or otherwise asserted against, imposed upon or incurred by Company Indemnities, or any of them, by reason of or resulting from, arising out of, based upon or otherwise in respect of (1) any conflict between Employee�s employment hereunder and any prior employment, duty, contract, express or implied agreement, order or restrictive covenant, or (2) any misrepresentation by Employee hereunder as to any facts which are the

---

subject matter of any conflict or violation of any prior contract, agreement, order or restrictive covenant on the part of Employee.

ARTICLE 13

Notice to Future Employers

If Employee�s employment hereunder terminates for any reason, (i) Employee shall, during the three (3) year period after the effective date of such termination, inform any subsequent employers, business partners or colleagues of the existence and provisions of Sections 9.1 and 9.2 of this Employee Agreement and, if requested, provide a copy of such Sections of this Employee Agreement to any such employer, business partner or colleague; and the Company may, at any time, notify any future employer, business partner or colleague of Employee of the existence and provisions of Sections 9.1 and 9.2 of this Employee Agreement.

ARTICLE 14

Notices

Any notice given under this Employee Agreement to either party shall be made in writing. �Notices shall be deemed given when delivered by hand, document delivery service, or when mailed by registered or certified mail, return receipt requested, postage prepaid, and addressed to the party at the address set forth below.

Employee address:

Rick Carlson

2815 SW 8th Drive

Gainesville, FL 32601

Company address:

Mr. Travis Whitton

SharpSpring, Inc.

802 NW 5th Avenue, Suite 100

Gainesville FL 32601

with copies to:

Mr. Jonathan Strimling

SMTP, Inc.

100 Innovative Way, Suite 3330

Nashua NH 03062

David M. Bovi, Esq.

319 Clematis Street, Suite 700

West Palm Beach, Florida 33401

---

Each party may designate a different address for receiving notices by giving written notice of the different address to the other party. The written notice of the different address will be deemed given when it is received by the other party.

ARTICLE 15

Binding Agreement

15.1. Company�s Successors. �The rights and obligations of the Company under this Employee Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of the Company.

15.2. Employee�s Successors. �This Employee Agreement shall inure to the benefit and be enforceable by Employee�s personal representatives, legatees, and heirs. If Employee dies while amounts are still owed, such amounts shall be paid to Employee�s legatees or, if no such person or persons have been designated, to Employee�s estate.

ARTICLE 16

Waivers

The waiver by either party of a breach of any provision of this Employee Agreement shall not operate or be construed as a waiver of any subsequent breach.

ARTICLE 17

Entire Agreement

17.1. No Other Agreements. �This instrument contains the entire agreement of the parties pertaining to the employment of Employee by the Company. �The parties have not made any agreements or representations, oral or otherwise, express or implied, pertaining to the employment of Employee by the Company other than those specifically included in this Employee Agreement.

17.2. Prior Agreements. This Employee Agreement supersedes any prior employee agreements pertaining to or connected with or arising in any manner out of the employment of Employee by the Company. All such agreements are terminated and are of no force or effect whatsoever.

ARTICLE 18

Amendment of Agreement

No change or modification of this Employee Agreement shall be valid unless it is in writing and signed by the party against whom the change or modification is sought to be enforced. No change or modification by the Company shall be effective unless it is approved by the Company�s Board of Directors and signed by an officer specifically authorized to sign such documents.

---

ARTICLE 19

Severability of Provisions

If any provision of this Employee Agreement is invalidated or held unenforceable, the invalidity or unenforceability of that provision or provisions shall not affect the validity or enforceability of any other provision of this Employee Agreement.

ARTICLE 20

Assignment of Agreement

Other than as otherwise provided for in this Employee Agreement, so long as Employee is an Employee pursuant to this Employee Agreement, the Company shall not assign this Employee Agreement without Employee�s prior written consent, which consent shall not be unreasonably withheld. Employee may not assign this Employee Agreement.

ARTICLE 21

Governing Law and Venue

�This Agreement shall be deemed to have been entered into by all parties within the State of Delaware and all questions regarding the validity and interpretation of this Employee Agreement shall be governed by and construed and enforced in all respects in accordance with the laws of the State of Delaware as applied to contracts made and to be performed entirely within the State of Delaware without regard to choice of law provisions. �

ARTICLE 22

Arbitration of Disputes

If a dispute arises out of or relates to this Employee Agreement, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Employment Mediation Rules before resorting to arbitration, litigation or some other dispute resolution procedure.

ARTICLE 23

Acknowledgment

Employee acknowledges that he has had the benefit of independent professional counsel with respect to this Agreement and that the Employee is not relying upon the Company, the Company�s attorneys or any person on behalf of or retained by the Company for any advice or counsel with respect to this Agreement. �

---

IN WITNESS, the parties have executed this Employee Agreement in duplicate on the date and year first above written.

Employee,

_______________

Richard Carlson

Witness

Name: Richard Carlson

SharpSpring, Inc.,

_______________

By: /s/ Travis Whitton

Witness

Name: Travis Whitton

Title: Chief Technology Officer

�������������������

�������

---

Appendix A

Duties of Employee

Employee, as the Company�s President shall be responsible for:

A.

Setting the strategic direction of, and running the daily operations of SharpSpring, Inc.

B.

Such other powers and duties as may be prescribed by the Board of Directors that is reasonably agreed upon by Employee.

---

Appendix B

Other Compensation

I.

Option Grant:

Options: 60,000 ��

Exercise Price: $6.29 per share, which equals the fair market value on the Grant Date

Grant Date: 8/14/2014

Expiration Date: 8/13/2024

Vesting Schedule: The options vest as follows: 50% are tied to achieving company growth goals for 2016; the remaining 25% are tied to achieving company growth goals for each subsequent year. The option grant shall be made pursuant to the Company�s 2010 Employee Stock Plan and subject to the terms of the Employee Stock Plan�s standard non-statutory stock option agreement.

EXHIBIT 10.2

---

---

---

EXHIBIT 99.1

SMTP, Inc. Reports Third Quarter 2014 Financial Results

NASHUA, N.H., November 12, 2014 - SMTP, Inc. (NASDAQ: SMTP), a global provider of marketing technologies and email delivery services, today reported its financial results for the third quarter ended September 30, 2014.

Recent Highlights

�

Third quarter revenues of $1.63 million, up 11% from $1.47 million in the third quarter of 2013

�

Completed acquisitions of SharpSpring and GraphicMail

�

SharpSpring launched the first marketing automation solution featuring fully integrated call tracking, web tracking and CRM capabilities

�

Appointed Edward Lawton as Chief Financial Officer

During the third quarter, we made significant progress in our plan to expand beyond our core email delivery capabilities. By acquiring SharpSpring and GraphicMail we�ve transformed ourselves into an integrated marketing solutions provider for campaign management, automation, delivery and analytics,� said Jonathan Strimling, CEO of SMTP, Inc. �The ability to offer a robust suite of products represents a real game-changer for SMTP, allowing us to address a much larger segment of the market and to effectively challenge the largest competitors in the industry.�

�Over the coming months we will complete the integration of these acquisitions. �During this time we will accelerate our investment in product development, sales and marketing. �At the same time, we expect to eliminate certain operational redundancies, such as consolidating the delivery infrastructure of all three companies onto a unified platform. Overall, we are excited about the direction of the business and believe we are well-positioned to accelerate growth,� concluded Mr. Strimling.

�

Quarterly Summary

For the third quarter ended September 30, 2014, revenues were $1.63 million, up 11% from $1.47 million in the third quarter of 2013. Net loss for the third quarter of 2014 was $98,000 or $0.02 per fully diluted share, compared to net income of $320,000, or $0.10 per fully diluted share, for the same period last year. The decline was primarily due to increases in operating expenses related to corporate development and the acquisitions of SharpSpring and GraphicMail. In addition, the Company also strengthened its management team and invested in new resources to support the future growth of the business.

�

---

Gross profit in the third quarter of 2014 was $1.29 million, compared to $1.21 million in the same period last year.

Adjusted EBITDA for the third quarter of 2014 was $360,000, compared to $708,000 in the third quarter of 2013.

Cash at the end of the third quarter of 2014 was $5.9 million compared to $11.5 million at the end of the second quarter of 2014. The decrease in cash was due primarily to the acquisition of SharpSpring during the quarter.

Investor Conference Call

SMTP management will host its third quarter 2014 earnings conference call, tomorrow, November 13th at 8:30 a.m. ET. �Investors interested in participating on the live call can dial (877) 407-8133 within the U.S. or (201) 689-8040 from abroad. Investors can also access the call online through a listen-only webcast on SMTP�s website at http://investors.smtp.com/.

�

The webcast will be archived on the SMTP investor relations website at http://investors.smtp.com/ for 90 days and a telephonic playback of the conference call will be available by calling (877) 660-6853 within the U.S. and (201) 612-7415 from abroad. The telephonic playback will be available beginning at 10:00 a.m. ET on Thursday, November 13, 2014, and continuing through 11:59 p.m. ET on Thursday, November 27, 2014. The replay passcode is 13594609.

About SMTP, Inc.

SMTP (NASDAQ: SMTP) is a leading provider of cloud-based email services offering solutions ranging from sophisticated marketing automation systems to cost-effective SMTP relay services. All of our services are built on our robust platform for email delivery, capable of scaling individual senders to hundreds of millions of emails per month. While we have industry-leading technology, we differentiate our offerings with our dedicated service and multi-lingual support. SMTP, Inc. is headquartered in Nashua NH, and can be found on the web at http://www.smtp.com.

To download SMTP�s investor relations app please visit Apple�s App Store for the iPhone and iPad or Google Play for Android mobile devices.

---

Safe Harbor Statement

The information posted in this release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements by use of the words "may," "will," "should," "plans," "explores," "expects," "anticipates," "continues," "estimates," "projects," "intends," and similar expressions. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. These risks and uncertainties include, but are not limited to, general economic and business conditions, effects of continued geopolitical unrest and regional conflicts, competition, changes in technology and methods of marketing, delays in completing new customer offerings, changes in customer order patterns, changes in customer offering mix, continued success in technological advances and delivering technological innovations, delays due to issues with outsourced service providers, those events and factors described by us in Item 1.A �Risk Factors� in the Company�s most recent Form 10-K; other risks to which the Company is subject; other factors beyond the Company's control.

Non-GAAP Financial Measures

Adjusted EBITDA is a "non-GAAP financial measure" presented as a supplemental measure of the Company�s performance. It is not presented in accordance with accounting principles generally accepted in the United States, or GAAP. The Company believes this measure provides additional meaningful information in evaluating its performance over time. However, Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of the Company�s results as reported under GAAP. �A reconciliation of net income (loss) to Adjusted EBITDA is included for your reference in the financial section of this earnings press release.

Investor Contacts:

Jeffrey Goldberger / Christopher Harrison

KCSA Strategic Communications

212-896-1249 / 212-896-1267

[email protected]

---

SMTP, INC.

CONSOLIDATED BALANCE SHEETS

�

�	�	September 30,		�	�	December 31,		�
�	�	2014		�	�	2013		�
�	�	(unaudited)		�	�	�		�
Assets	��	�������������������������		��	��	�������������������������		��
�	�	�		�	�	�		�
Cash and cash equivalents	�	$	5,875,325	�	�	$	1,731,243	�
Accounts receivable	�	�	74,561	�	�	�	25,024	�
Deferred income taxes	�	�	340,681	�	�	�	183,435	�
Income taxes receivable	�	�	453,446	�	�	�	�	�
Other current assets	�	�	174,319	�	�	�	116,522	�
Total current assets	�	�	6,918,332	�	�	�	2,056,224	�
Property and equipment, net of accumulated depreciation of $220,945 and $145,261	�	�	282,455	�	�	�	327,342	�
Goodwill	�	�	8,407,227	�	�	�	�	�
Other intangible assets, net of accumulated amortization of $25,667 and $9,000	�	�	3,544,333	�	�	�	�	�
Deferred income taxes	�	�	60,598	�	�	�	50,099	�
Deposits	�	�	38,645	�	�	�	29,995	�
Total assets	�	$	19,251,590	�	�	$	2,463,660	�
�	�	�	�	�	�	�	�	�
Liabilities and Shareholders' Equity	�	�	�	�	�	�	�	�
�	�	�	�	�	�	�	�	�
Current liabilities:	�	�	�	�	�	�	�	�
Deferred revenue	�	$	478,883	�	�	$	334,328	�
Income taxes payable	�	�	�	�	�	�	144,280	�
Allowance for refunds and chargebacks	�	�	2,799	�	�	�	2,965	�
Accounts payable	�	�	262,434	�	�	�	79,574	�
Accrued expenses and other current liabilities	�	�	164,096	�	�	�	27,174	�
Total current liabilities	�	�	908,212	�	�	�	588,321	�
�	�	�	�	�	�	�	�	�
Earn out liability	�	$	6,963,000	�	�	�	�	�
Total liabilities	�	$	7,871,212	�	�	$	588,321	�
�	�	�	�	�	�	�	�	�
Shareholders' equity:	�	�	�	�	�	�	�	�
Preferred stock, $0.001 par value, 5,000,000 shares authorized, no shares issued or outstanding at September 30, 2014 and December 31, 2013	�	�	�	�	�	�	�	�
Common stock, $0.001 par value, 50,000,000 shares authorized, 5,022,599 and 3,127,598 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively	�	�	5,022	�	�	�	3,126	�
Additional paid in capital	�	�	11,375,356	�	�	�	2,241,749	�
Accumulated deficit	�	�	�	�	�	�	(369,536	)
Total shareholders' equity	�	�	11,380,378	�	�	�	1,875,339	�
�	�	�	�	�	�	�	�	�
Total liabilities and shareholders' equity	�	$	19,251,590	�	�	$	2,463,660	�

�

---

SMTP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

�

�

�

Three Months Ended

�

�

Nine Months Ended

�

�

�

September 30,

�

�

September 30,

�

�

�

2014

�

�

2013

�

�

2014

�

�

2013

�

�

��

�������������������������

��

��

�������������������������

��

��

�������������������������

��

��

�������������������������

��

Net revenue

�

$

1,631,244

�

�

$

1,468,962

�

�

$

4,602,068

�

�

$

4,233,547

�

Cost of services

�

�

340,649

�

�

�

255,095

�

�

�

1,019,032

�

�

�

782,849

�

Gross profit

�

�

1,290,595

�

�

�

1,213,867

�

�

�

3,583,036

�

�

�

3,450,698

�

Operating expenses:

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Sales and marketing

�

�

380,172

�

�

�

295,005

�

�

�

776,485

�

�

�

677,365

�

Research and development

�

�

141,923

�

�

�

81,226

�

�

�

361,932

�

�

�

186,196

�

General and administrative

�

�

973,016

�

�

�

358,788

�

�

�

2,020,617

�

�

�

1,159,254

�

Amortization expense

�

�

25,667

�

�

�

�

�

�

�

25,667

�

�

�

232

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Total operating expenses

�

�

1,520,778

�

�

�

735,019

�

�

�

3,184,701

�

�

�

2,023,047

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Operating income (loss):

�

�

(230,183

)

�

�

478,848

�

�

�

398,335

�

�

�

1,427,651

�

Other income (expense):

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Interest income

�

�

367

�

�

�

�

�

�

�

521

�

�

�

�

�

Loss on disposal of fixed assets

�

�

(10,172

)

�

�

�

�

�

�

(10,172

)

�

�

�

�

Total other income (expense)

�

�

(9,805

)

�

�

�

�

�

�

(9,651

)

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Income (loss) before income taxes

�

�

(239,988

)

�

�

478,848

�

�

�

388,684

�

�

�

1,427,651

�

Provision (benefit) for income tax

�

�

(142,160

)

�

�

159,261

�

�

�

111,972

�

�

�

497,058

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Net income (loss)

�

$

(97,828

)

�

$

319,587

�

�

$

276,712

�

�

$

930,593

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Net income per share:

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Basic

�

$

(0.02

)

�

$

0.11

�

�

$

0.06

�

�

$

0.31

�

Diluted

�

$

(0.02

)

�

$

0.10

�

�

$

0.06

�

�

$

0.30

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Weighted average common shares outstanding:

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Basic

�

�

5,020,005

�

�

�

3,026,032

�

�

�

4,761,469

�

�

�

2,986,273

�

Diluted

�

�

5,020,005

�

�

�

3,139,992

�

�

�

4,814,774

�

�

�

3,130,291

�

�

---

SMTP, INC.

RECONCILIATION TO ADJUSTED EBITDA

(in thousands)

�	�	Three Months Ended September 30,						�
�	�	2014		�	�	2013		�
Net income (loss)	�	$	(98	)	�	$	320	�
Provision (benefit) for income tax	�	�	(142	)	�	�	159	�
Other (income) expense	�	�	10	�	�	�	�	�
Depreciation & amortization	�	�	57	�	�	�	20	�
Non-cash stock compensation	�	�	166	�	�	�	209	�
Acquisition related charges	�	�	367	�	�	�	�	�
Adjusted EBITDA	�	$	360	�	�	$	708	�

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