X0306 4 2019-09-13 0 0001775625 SmileDirectClub, Inc. SDC 0001785551 Fenkell Alexander J. C/O SMILEDIRECTCLUB, INC. 414 UNION STREET NASHVILLE TN 37219 1 0 1 0 SDC Financial Common Units 2019-09-13 4 A 0 9483388 A Class A Common Stock 9483388 9483388 I By Alexander Fenkell Revocable Trust SDC Financial Common Units 2019-09-13 4 A 0 60084661 A Class A Common Stock 60084661 60084661 I By Alexander J. Fenkell 2018 Irrevocable Trust SDC Financial Common Units 2019-09-16 4 D 0 4964334 21.85 D Class A Common Stock 4964334 4519054 I By Alexander Fenkell Revocable Trust SDC Financial Common Units 2019-09-16 4 D 0 1557009 21.85 D Class A Common Stock 1557009 58527652 I By Alexander J. Fenkell 2018 Irrevocable Trust Restricted Stock Units 2019-09-16 4 A 0 43478 0.00 A 2029-09-16 Class A Common Stock 43478 43478 D Options 23.00 2019-09-16 4 A 0 130434 0.00 A 2029-09-16 Class A Common Stock 130434 130434 D Pursuant to the terms of the Seventh Amended and Restated Limited Liability Company Agreement of SDC Financial, LLC, a Delaware limited liability company ("SDC Financial"), the reporting person may exchange all or a portion of its Common Units (as defined below) in SDC Financial (with automatic cancellation of an equal number of shares of non-economic Class B common stock of the Issuer's ("Class B common stock") for shares of Class A common stock of the Issuer's ("Class A common stock") on a one-for-one basis, subject to customary adjustments, or, at the option of the disinterested members of the board of directors of the Issuer, cash (based on the then-market value of the shares of Class A common stock). The Class B common stock initially entitles holders to ten votes per share and will vote as a single class with the Class A common stock, but has no economic rights, and is subject to forfeiture upon exchange of the reporting person's Common Units. In the reorganization of SDC Financial and the creation of the Issuer as a public holding company for SDC Financial (the "Reorganization"), all previous membership interests in SDC Financial were replaced by a single class of common membership interests in SDC Financial ("Common Units"), and shares of Class B common stock of the Issuer were issued for no consideration to the reporting person in a number equal to the number of Common Units issued. These units can be exchanged at any time as described in footnote 1. On September 16, 2019, in connection with the closing of the Issuer's initial public offering, the Issuer redeemed these Common Units and shares of Class B common stock at a redemption price of $21.85 per Common Unit and corresponding share of Class B common stock. Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's Class A common stock. These Restricted Stock Units and Options will vest in equal annual installments over three years from September 16, 2019, provided that the reporting person continues to provide services to the Issuer and SDC Financial. /s/ Alexander Fenkell 2019-09-17