SilverSun Technologies Inc

The following sets forth certain defined terms used throughout this proxy statement. Other capitalized terms used in this proxy statement are defined in various other sections of this proxy statement.

Unless the context otherwise requires, references in this proxy statement to:

• “2024 Plan” are to the QXO, Inc. 2024 Omnibus Incentive Plan;

• “2024 Plan Proposal” are to the proposal by the Company Board for stockholder approval of the 2024 Plan providing for stock-based incentive compensation to select officers, employees, non-employee directors, consultants, and service providers of the Company;

• “Adjournment Proposal” are to the proposal by the Company Board for stockholder approval to adjourn the Special Meeting if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt that the Investment Proposal, the Charter Proposals or the 2024 Plan Proposal at the time of the Special Meeting;

• “Amended and Restated Bylaws” are to the Amended and Restated Bylaws of the Company, the form of which is attached as Annex F to this proxy statement;

• “Amended and Restated Certificate of Incorporation” are to the Fifth Amended and Restated Certificate of Incorporation of the Company, the form of which is attached as Annex B to this proxy statement;

• “CCDC” are to Critical Cyber Defense Corporation, a Nevada corporation and indirect wholly owned subsidiary of the Company;

• “Certificate of Designation” are to the Certificate of Designation of Convertible Perpetual Preferred Stock of the Company, to be filed with the Secretary of State of the State of Delaware in connection with the closing of the Equity Investment, the form of which is attached as Exhibit A to the Investment Agreement;

• “Charter Proposals” are to the General Charter Proposal and Charter Amendment Feature Proposals 3 through 8, collectively;

• “Closing” are to the closing of the Equity Investment;

• “Closing Date” are to the date on which the Closing occurs;

• “Common Stock” are to the Company’s common stock, $0.00001 par value per share;

• “Company” are to SilverSun Technologies, Inc., a Delaware corporation, prior to the consummation of the Transactions or thereafter (and renamed as “QXO, Inc.”), as the context requires;

• “Company Board” are to the Board of Directors of the Company;

• “Company Legacy Stockholders” are to holders of Common Stock as of the Dividend and Distribution Record Date;

• “Convertible Preferred Stock” are to the convertible perpetual preferred stock of the Company, par value $0.001 per share, having the terms set forth in the Certificate of Designation, shares of which are to be issued to the Investors in the Equity Investment;

• “DGCL” are to the Delaware General Corporation Law;

• “Distribution” are to the distribution of SpinCo Common Stock on apro rata basis to persons that were holders of record of Common Stock as of the close of business on the Dividend and Distribution Record Date pursuant to the Separation and Distribution Agreement;

• “Distribution Date” are to the date on which the Company will effect the Distribution and the Dividend, which date will be six days following the Closing Date;

• “Dividend” are to the Company’s aggregate cash dividend of $2.5 million to be paid to persons that were Company stockholders of record as of the Dividend and Distribution Record Date;

• “Dividend and Distribution Record Date” are to the close of business on the date that is one day prior to the Closing Date;

• “Equity Investment” are to the issuance and sale by the Company to the Investors, and the purchase from the Company by the Investors, of the Securities in accordance with the Investment Agreement;

• “Exchange Act” are to the Securities Exchange Act of 1934, as amended;

• “HSR Act” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

• “Investment Agreement” are to the Investment Agreement, dated as of December 3, 2023, by and among the Company, JPE and the Other Investors, as the same may be amended, supplemented, or modified;

• “Investment Proposal” are to the proposal by the Company Board for stockholder approval of the issuance and sale to the Investors of the Securities (including shares of common stock that may be issued pursuant to the Securities) in accordance with the Investment Agreement, and the other transactions contemplated by the Investment Agreement;

• “Investors” are to JPE and the Other Investors, collectively;

• “JPE” are to Jacobs Private Equity II, LLC, a Delaware limited liability company;

• “Meller Employment Agreement” are to the Amended and Restated Employment Agreement, dated as of February 4, 2016, by and between SilverSun Technologies, Inc. and Mark Meller.

• “Nasdaq” are to The Nasdaq Stock Market LLC;

• “Other Investors” are to the investors, other than JPE, that are party to the Investment Agreement, as set forth on Schedule I thereto;

• “Post-Closing Company Board” are to the Board of the Company following the Closing;

• “Post-Closing Spin-Off Period” are to the 7-day period following the Dividend and Distribution Record Date;

• “Preferred Stock” are to the preferred stock, par value $0.001 per share, authorized to be issued by the Company;

• “Proposals” are to the proposals that Company stockholders will be asked to consider and vote upon at the Special Meeting, namely, the Investment Proposal, the Charter Proposals, the 2024 Plan Proposal, and, if applicable, the Adjournment Proposal;

• “Reverse Stock Split” are to the 8:1 reverse stock split of the Common Stock to be effected at 11:59 p.m. Eastern time two days prior to the Closing Date pursuant to the Amended and Restated Certificate of Incorporation;

• “SCS” are to Secure Cloud Services, Inc., a Nevada corporation and indirect wholly owned subsidiary of the Company;

• “SEC” are to the U.S. Securities and Exchange Commission;

• “Securities” are to the Convertible Preferred Stock and the Warrants, collectively;

• “Securities Act” are to the Securities Act of 1933, as amended;

• “Separation” are to the Company’s separation of the SpinCo Business, pursuant to the Separation and Distribution Agreement;

• “Separation and Distribution Agreement” are to the Separation and Distribution Agreement to be entered into by the Company and SpinCo one day prior to the Distribution Date, the form of which is attached as Exhibit I to the Investment Agreement;

• “Special Meeting” are to the Special Meeting of Stockholders of SilverSun Technologies, Inc. to be held at the Company’s corporate offices located at 120 Eagle Rock Avenue, East Hanover, New Jersey 07936 on March 14, 2024, at 9:00 a.m. Eastern time;

• “SpinCo” are to the Company’s recently formed direct wholly owned subsidiary, SilverSun Technologies Holdings, Inc., a Nevada corporation;

• “SpinCo Business” are to (a) the business conducted by the Company or any of its subsidiaries prior to the Closing and (b) the business conducted by the Company or any of its subsidiaries following the Closing and prior to the effective time of the Distribution (other than, in the case of this clause (b), the business of the Company that the Company conducts at the direction of the Company Board from and after the Closing (other than the business described in the foregoing clause (a)));

• “SpinCo Common Stock” are to Common Stock, par value $0.00001 per share, of SpinCo;

• “Spin-Off” are to the Separation and the Distribution, collectively;

• “Spin-Off Effective Time” are to 12:01 a.m., New York City time, on the Distribution Date;

• “Stockholder Approvals” are to the affirmative vote of the holders of Common Stock voting at the Special Meeting or any adjournment or postponement thereof in favor of the approval of (a) the Equity Investment and all of the other transactions contemplated by the Investment Agreement, (b) the Amended and Restated Certificate of Incorporation (including the Reverse Stock Split contemplated by the Amended and Restated Certificate of Incorporation), and (c) any equity incentive plan proposed by JPE, including the 2024 Plan, prior to the mailing of the definitive proxy statement;

• “SWK” are to SWK Technologies, Inc., a Delaware corporation and indirect wholly owned subsidiary of the Company;

• “Transactions” are to the Equity Investment, the Dividend, the Spin-Off, and the related transactions set forth in the Investment Agreement; and

• “Warrants” are to the warrants to purchase an additional approximately 219 million shares of Common Stock (giving effect to the Reverse Stock Split and subject to anti-dilution adjustments) to be issued to the Investors in the Equity Investment.