X0206 3 2021-01-12 0 0001774155 BTRS Holdings Inc. BTRS 0001363532 Irving Lawrence R. C/O BTRS HOLDINGS INC. 1009 LENOX DRIVE, SUITE 101 LAWRENCEVILLE NJ 08648 1 0 0 0 Class 1 Common Stock 30462 D Stock Option (right to buy) 1.27 2025-03-12 Class 1 Common Stock 144565 D Stock Option (right to buy) 1.93 2027-05-10 Class 1 Common Stock 63247 D Stock Option (right to buy) 2.40 2028-07-25 Class 1 Common Stock 41779 D Stock Option (right to buy) 3.39 2029-11-05 Class 1 Common Stock 29498 D Received on January 12, 2021 pursuant to the Business Combination Agreement, dated as of October 18, 2020, by and among South Mountain Merger Corp. ("South Mountain" and, upon consummation of the business combination, the surviving Issuer as renamed BTRS Holdings Inc.), Factor Systems, Inc. (d/b/a Billtrust), a Delaware corporation, BT Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of South Mountain, and BT Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of South Mountain (as amended by Amendment No. 1, dated as of December 13, 2020). Included are (i) 15,231 shares of the Issuer's Class 1 Common Stock, par value $0.0001 per share (the "Shares") to be received if the Issuer's closing share price equals or exceeds $12.50 for any 20 trading days within any consecutive 30-trading day period prior to January 12, 2026; and (ii) 15,231 Shares to be received if the Issuer's closing share price equals or exceeds $15.00 for any 20 trading days within any consecutive 30-trading day period prior to January 12, 2026. Immediately exercisable. Exhibit List - Exhibit 24 - Power of Attorney /s/ Asher Herzog, Attorney-in-Fact 2021-01-21