SilverSun Technologies Inc

PROPOSAL 3:

CHARTER AMENDMENT FEATURE PROPOSAL — REVERSE STOCK SPLIT

General

Stockholders are being asked to approve separately a feature of the Amended and Restated Certificate of Incorporation that will effect the Reverse Stock Split. In connection with the Reverse Stock Split, which is expected to become effective at 11:59 p.m. Eastern time two days prior to the Closing, each eight shares of Common Stock will be combined into one share of Common Stock. The provision of the Amended and Restated Certificate of Incorporation effecting the Reverse Stock Split would not proportionately be reduced by a corresponding amount in the number of shares of authorized Common Stock and Preferred Stock.

No fractional shares of Common Stock will be issued in connection with the Reverse Stock Split. Instead, stockholders of record who would otherwise be entitled to a fraction of a share of Common Stock as a result of the Reverse Stock Split will be entitled to receive a cash payment (without interest and subject to applicable withholding taxes) in lieu of such fractional share. The total amount of cash that will be paid to holders of fractional shares following the Reverse Stock Split will be an amount equal to the net proceeds attributable to the sale of such fractional shares following the aggregation and sale by the Company’s transfer agent of all fractional shares otherwise issuable. Holders of fractional shares as a result of the Reverse Stock Split will be paid such proceeds on apro rata basis, according to the fractional shares that they would otherwise be entitled to receive.

The Reverse Stock Split will affect all Company stockholders uniformly and will not affect any of the Company stockholder’s percentage ownership interest in the Company, except to the extent that the Reverse Stock Split results in any of the Company’s stockholders owning a fractional share. Shares of Common Stock issued pursuant to the Reverse Stock Split will remain fully paid and nonassessable.

Purpose of the Reverse Stock Split

The intent of the Reverse Stock Split is (a) to ensure that the market price of shares of Common Stock is maintained or increased after giving effect to the Equity Investment to ensure that the Common Stock continues to meet applicable Nasdaq listing requirements and continues to be listed on Nasdaq, and (b) to make the Common Stock more attractive to a broader range of investors and thereby increase the Company’s flexibility for future equity financings to support JPE’s intended growth through acquisitions. We believe that the Reverse Stock Split will make the Common Stock more attractive to, and may affect its acceptability to, certain institutional investors, professional investors and other members of the investing public.

It should be noted, however, that although the Reverse Stock Split is being proposed for the purpose of maintaining or increasing the market price of the Common Stock, there can be no assurance that such price maintenance or increase can be achieved or maintained. A number of factors will influence the future trading price of the Common Stock, many of which are not within the Company’s control. As a result, there can be no assurance that the Reverse Stock Split will result in the intended benefits described above or that the market price of the Common Stock will not decrease in the future.

The Company’s stockholders should be aware that, under the escheat laws of the various jurisdictions where the stockholders reside, where the Company is domiciled, and where the funds will be deposited, sums due for fractional shares that are not timely claimed after the effective date of the Reverse Stock Split may be required to be paid to the designated agent for each such jurisdiction, unless correspondence has been received by the Company or the exchange agent concerning ownership of such funds within the time permitted in such jurisdiction. Thereafter, stockholders otherwise entitled to receive such funds will have to seek to obtain them directly from the state to which they were paid.

Effect of the Reverse Stock Split

If our stockholders approve this Proposal and the Reverse Stock Split is effected, the principal effect will be that every eight shares of Common Stock would be reclassified and combined into one share of Common Stock at 11:59 p.m. Eastern time two days before the Closing Date. The Reverse Stock Split would be effected simultaneously for all of the Common Stock. The Reverse Stock Split would affect all of our stockholders uniformly and would not affect any stockholder’s percentage ownership interests in the Company, except to the extent that it results in a

stockholder receiving cash in lieu of fractional shares. The Reverse Stock Split would not affect the relative voting or other rights that accompany the shares of the Common Stock, except to the extent that it results in a stockholder receiving cash in lieu of fractional shares. Common Stock issued pursuant to the Reverse Stock Split would remain fully paid and non-assessable.

In addition to the change in the number of shares of Common Stock outstanding, the Reverse Stock Split would have the following effects:

Increase the Per Share Price of the Common Stock— By effectively condensing eight pre-split shares into one share of Common Stock, the per share price of a post-split share is generally greater than the per share price of a pre-split share. The amount of the initial increase in per share price and the duration of such increase, however, is uncertain.

Increase in the Number of Shares of Common Stock Available for Future Issuance — By reducing the number of shares outstanding without reducing the number of shares of available but unissued Common Stock, the Reverse Stock Split will increase the number of authorized but unissued shares of Common Stock.

The following table contains approximate information relating to the Common Stock, based on information as of April 30, 2024:

Certain Procedural Matters

Beneficial Holders of Common Stock

Upon the implementation of the Reverse Stock Split, we intend to treat shares of Common Stock held by stockholders through a broker, dealer, commercial bank, trust company or other nominee in the same manner as registered stockholders whose shares are registered in their names. Brokers and other nominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding Common Stock in street name. These brokers and other nominees, however, may have different procedures than registered stockholders for processing the Reverse Stock Split. We encourage stockholders who hold shares of Common Stock with a broker or other nominee and who have any questions in this regard to contact their broker or other nominee.

Registered “Book-Entry” Holders of Common Stock

Certain registered holders of Common Stock may hold some or all of their shares electronically in book-entry form with the Company’s transfer agent. These stockholders do not have stock certificates evidencing their ownership of Common Stock. They are, however, provided with a statement reflecting the number of shares registered in their accounts. If a stockholder holds registered shares in book-entry form with the transfer agent, the transfer agent will send them a transmittal letter and they will need to return a properly completed and duly executed transmittal letter in order to receive any cash payment in lieu of fractional shares that may be payable to holders of record following the Reverse Stock Split.

Holders of Certificated Shares

Holders of shares of Common Stock in certificated form will be sent a transmittal letter by the transfer agent after the Reverse Stock Split is effective. The letter of transmittal will contain instructions on how a stockholder should surrender his, her or its certificate(s) representing shares of Common Stock (the “Old Shares”) to the transfer agent in exchange for a book entry with the Company’s transfer agent representing the appropriate number of shares of post-Reverse Stock Split Common Stock (the “New Shares”). No New Shares will be issued to a stockholder until such stockholder has surrendered all Old Shares, together with a properly completed and executed letter of transmittal, to the transfer agent. No stockholder will be required to pay a transfer or other fee to exchange Old Shares. Stockholders will then receive confirmation from the transfer agent that a book entry has been made for the New Shares, representing the number of shares of Common Stock to which such stockholder is entitled as a result of the Reverse Stock Split. Until surrendered, we will deem outstanding Old Shares held by stockholders to be cancelled and only to represent the number of shares of post-Reverse Stock Split Common Stock to which these stockholders are entitled. Any Old

Shares submitted for exchange, whether because of a sale, transfer or other disposition of stock, will automatically be exchanged for New Shares. If Old Shares contain a restrictive legend, the book entry for the New Shares will include a restrictive legend notation as well. Upon request to the transfer agent, stockholders may elect for the transfer agent to deliver physical stock certificates representing the New Shares in lieu of the book entry described above.

STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY STOCK CERTIFICATE(S) UNTIL REQUESTED TO DO SO.

Accounting Matters

The Reverse Stock Split will not affect the per-share par value of the Common Stock or the Preferred Stock, which will continue to have a par value per share of $0.00001 and $0.001, respectively. As a result, the stated capital attributable to the Common Stock will be reduced proportionately based on the 8:1 Reverse Stock Split ratio (including a retroactive adjustment of prior periods), and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced.

The approval of each of the Charter Proposals is required to approve the adoption of the Amended and Restated Certificate of Incorporation. The Amended and Restated Certificate of Incorporation will not be filed and become effective if any of the Charter Proposals are not approved by the Company’s stockholders. The Charter Proposals are conditioned on the Investment Proposal. Consummation of the Transactions is conditioned on the approval of the Investment Proposal, each of the Charter Proposals and the 2024 Plan Proposal at the Special Meeting.

Approval of the adoption of the Amended and Restated Certificate of Incorporation, including the amendment described in this Proposal, requires the affirmative vote of holders of a majority of the shares of Common Stock outstanding at the close of business on the record date for the Special Meeting. If stockholder approval is not obtained for any of the Charter Proposals, then the Amended and Restated Certificate of Incorporation will not become effective and the Transactions will not be consummated.

THE COMPANY BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THIS PROPOSAL 3.