X0206 3 2021-01-12 0 0001774155 BTRS Holdings Inc. BTRS 0001839512 O'Connor Jeanne C/O BTRS HOLDINGS INC. 1009 LENOX DRIVE, SUITE 101 LAWRENCEVILLE NJ 08648 0 1 0 0 Chief Talent Officer Class 1 Common Stock 20043 D Stock Option (right to buy) 0.49 2023-04-30 Class 1 Common Stock 36141 D Stock Option (right to buy) 0.71 2024-04-30 Class 1 Common Stock 18070 D Stock Option (right to buy) 1.93 2027-05-10 Class 1 Common Stock 18070 D Stock Option (right to buy) 2.10 2027-11-01 Class 1 Common Stock 36141 D Stock Option (right to buy) 2.19 2030-05-11 Class 1 Common Stock 6107 D Stock Option (right to buy) 2.19 2030-05-11 Class 1 Common Stock 72282 D Stock Option (right to buy) 3.25 2030-07-31 Class 1 Common Stock 180706 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 ("Former Billtrust"), 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) 18,071 shares of the Issuer's Class 1 Common Stock, par value $0.0001 per share (the "Shares") in exchange for 2,500 shares of the common stock of Former Billtrust; (ii) 986 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 (iii) 986 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. The Shares underlying this option shall vest and become exercisable in 8 equal semi-annual installments beginning on November 11, 2017, subject to the Reporting Person's continuous service with the Issuer on each such date. The Shares underlying this option shall vest and become exercisable in 8 equal semi-annual installments beginning on May 2, 2018, subject to the Reporting Person's continuous service with the Issuer on each such date. The Shares underlying this option shall vest and become exercisable in 4 equal semi-annual installments beginning on November 12, 2020, subject to the Reporting Person's continuous service with the Issuer on each such date. The Shares underlying this option shall vest and become exercisable in 8 equal semi-annual installments beginning on November 12, 2020, subject to the Reporting Person's continuous service with the Issuer on each such date. The Shares underlying this option shall vest and become exercisable in 8 equal semi-annual installments beginning on February 1, 2021, subject to the Reporting Person's continuous service with the Issuer on each such date. Exhibit List - Exhibit 24 - Power of Attorney /s/ Asher Herzog, Attorney-in-Fact 2021-01-21