X0306 4 2020-10-22 0 0001725134 Digital Media Solutions, Inc. DMS;DMS WS 0001117988 CLAIRVEST GROUP INC 22 ST. CLAIR AVENUE EAST SUITE 1700 TORONTO A6 M4T 2S3 ONTARIO, CANADA 0 0 1 0 0001818007 Clairvest Equity Partners V Limited Partnership 22 ST. CLAIR AVENUE EAST SUITE 1700 TORONTO A6 M4T 2S3 ONTARIO, CANADA 0 0 1 0 0001817925 CEP V Co-Investment Limited Partnership 22 ST. CLAIR AVENUE EAST SUITE 1700 TORONTO A6 M4T 2S3 ONTARIO, CANADA 0 0 1 0 0001818005 CEP V-A DMS AIV Limited Partnership 22 ST. CLAIR AVENUE EAST SUITE 1700 TORONTO A6 M4T 2S3 ONTARIO, CANADA 0 0 1 0 Class A Common Stock 2020-10-22 4 J 0 98783 A 18036737 I See footnotes Units of Digital Media Solutions Holdings, LLC 2020-10-22 4 J 0 12421 A Class A Common Stock 12421 2267854 I See footnotes The shares of the Issuer's Class A Common Stock ("Class A Common Stock") were issued pursuant to the post-closing adjustment provisions of the Issuer's Business Combination Agreement, dated April 23, 2020 (as amended, the "Business Combination Agreement"), in connection with the business combination which closed on July 15, 2020 (the "Business Combination"). Clairvest Group Inc. ("CG") indirectly owns 18,036,737 shares of the Class A Common Stock, which consist of (i) 11,945,360 shares directly owned by Clairvest Equity Partners V Limited Partnership ("CEP V"); and (ii) 6,091,377 shares directly owned by CEP V Co-Investment Limited Partnership ("CEP Co-Invest"). Each of CEP V and CEP Co-Invest is an indirect subsidiary of CG. The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein. Each unit of Digital Media Solutions Holdings, LLC, indirect subsidiary of the Issuer ("Unit"), may be redeemed by the holder for cash in an amount equal to the value of one share of the Class A Common Stock or, at the Issuer's option, the Issuer may acquire each Unit in exchange for one share of Class A Common Stock or the cash value thereof, in each case subject to certain restrictions. Upon a redemption or acquisition of such Units, an equal number of the Unit holder's non-economic, voting shares of the Issuer's Class B Common Stock will be cancelled. The Units were issued pursuant to the post-closing adjustment provisions of the Business Combination Agreement in connection with the Business Combination. CG indirectly owns 2,267,854 Units, which are owned directly by CEP V-A DMS AIV Limited Partnership, an indirect subsidiary of CG. /s/ James H. Miller, Corporate Secretary of Clairvest Group Inc. 2020-10-26 /s/ James H. Miller, Corporate Secretary of Clairvest Equity Partners V Limited Partnership 2020-10-26 /s/ James H. Miller, Corporate Secretary of CEP V Co-Investment Limited Partnership 2020-10-26 /s/ James H. Miller, Corporate Secretary of CEP V-A DMS AIV Limited Partnership 2020-10-26