On January 12, 2021, South Mountain Merger Corp. (the “Company”) convened the special meeting of stockholders (the “Special Meeting”) held in connection with the Company’s previously announced business combination (the “Merger”) with BT Merger Sub I, Inc. (“First Merger Sub”), BT Merger Sub II, LLC (“Second Merger Sub”) and Factor Systems, Inc. (d/b/a Billtrust) (“Billtrust”) pursuant to the Business Combination Agreement, dated as of October 18, 2020 (as it may be amended and/or restated from time to time, the “BCA”) and the transactions contemplated thereby. Pursuant to the terms of the BCA, a business combination between the Company and Billtrust will be effected through (a) the merger of First Merger Sub with and into Billtrust (the “First Merger”), with Billtrust surviving the merger as a wholly owned subsidiary of SMMC (Billtrust, in its capacity as the surviving corporation of the First Merger, is sometimes referred to as the “Surviving Corporation”) and (b) as soon as practicable, but in any event within 10 days following the First Merger and as part of the same overall transaction as the First Merger, a merger of the Surviving Corporation with and into Second Merger Sub (the “Second Merger” and, together with the First Merger, the “Mergers”), with Second Merger Sub being the surviving entity of the Second Merger (Second Merger Sub, in its capacity as the surviving entity of the Second Merger, is sometimes referred to herein as the “Surviving Entity”). Each proposal voted on at the Special Meeting is described in detail in the Company’s definitive proxy statement/consent solicitation statement/prospectus filed with the U.S. Securities and Exchange Commission and mailed to stockholders on December 23, 2020 (the “Proxy Statement”).

As of the close of business on December 17, 2020, the record date for the Special Meeting, there were an aggregate of 31,250,000 shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and Class B common stock, par value $0.0001 per share (“Class B Common Stock and, together with the Class A Common Stock, the “Common Stock”), outstanding, each of which was entitled to one vote at the Special Meeting and any adjournments or postponements of the Special Meeting. A total of 26,795,870 shares of Common Stock, representing approximately 85.74% of the outstanding shares of Common Stock entitled to vote, were present in person or by proxy, constituting a quorum.

The voting results for the proposals voted on at the Special Meeting are set forth below:

1. The Pre-Mergers Charter Proposal – To approve an amendment of the Company’s Amended and Restated Certificate of Incorporation (the “Existing Charter”) to amend the authorized capital stock of the Company to 541,000,000 shares, consisting of (i) 540,000,000 shares of common stock, including 493,000,000 shares of Class A Common Stock, 20,000,000 shares of Class B Common Stock and 27,000,000 shares of Class C common stock, par value $0.0001 per share (“Class C Common Stock”), and (ii) 1,000,000 shares of preferred stock. The full text of this amendment to the Existing Charter is attached to the Proxy Statement as Annex B.

2. The Business Combination Proposal – To approve and adopt the BCA and the transactions contemplated thereby, pursuant to which the Mergers shall occur. We refer to the Mergers and the other transactions described in the BCA collectively hereafter as the “Business Combination”.

3. A Post-Mergers Charter Proposal – To amend the authorized capital stock of the Company following the Business Combination (“New Billtrust”) to 575,000,000 shares, consisting of 538,000,000 shares of Class 1 common stock, par value $0.0001 per share, 27,000,000 shares of Class 2 common stock, par value $0.0001 per share, and 10,000,000 shares of undesignated preferred stock (“Proposal No. 3”)

4. A Post-Mergers Charter Proposal – To require an affirmative vote of 66 2∕3% of the outstanding shares of New Billtrust Common Stock (as defined in the Proxy Statement) to alter, amend, or repeal the proposed bylaws of South Mountain (“Proposal No. 4”).

5. A Post-Mergers Charter Proposal – To require an affirmative vote of 66 2∕3% of the outstanding shares of New Billtrust Common Stock to alter, amend, or repeal Articles V, VI, VII, VIII and IX of the Proposed Charter (as defined in the Proxy Statement) (“Proposal No. 5”).

6. A Post-Mergers Charter Proposal – To adopt the Proposed Charter that includes the approval of Proposal No. 3, Proposal No. 4 and Proposal No. 5 and provides for certain additional changes, including changing South Mountain’s name from “South Mountain Merger Corp.” to “BTRS Holdings Inc.,” which our board of directors believes are necessary to adequately address the needs of South Mountain immediately following the consummation of the Business Combination and approval of the Proposed Charter (“Proposal No. 6”).

7. The Director Election Proposal –  To elect, effective at Closing, seven directors to serve staggered terms on our board of directors until the 2022, 2023 and 2024 annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified.

8. The Equity Incentive Plan Proposal – To approve and adopt the equity incentive award plan established to be effective after the Closing of the Business Combination.

9. The Employee Stock Purchase Plan Proposal – To approve and adopt the employee stock purchase plan established to be effective after the Closing of the Business Combination.

10. The Nasdaq Proposal – To approve, for purposes of complying with the applicable listing rules of the Nasdaq Stock Market, the issuance of (i) shares of Class A Common Stock pursuant to the BCA, (ii) Warrant Shares pursuant to the Share and Warrant Cancellation Agreement (each as defined in the Proxy Statement) , (iii) PIPE Shares to the PIPE Investors in the PIPE Financing (each as defined in the Proxy Statement)  in connection with the Business Combination and (iv) shares of Class C Common Stock pursuant to the BCA.