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SMSI Smith Micro Software, Inc.

IPO registration

5635(b). The Selling Stockholders may sell all, some or none of their shares of Common Stock in this offering. See “Plan of Distribution.”


Name of Selling Stockholder						Number of Shares of Common Stock Beneficially Owned Prior to Offering (1)						Maximum Number of Shares of Common Stock to be Sold Pursuant to This Prospectus (2)						Number of Shares of Common Stock Beneficially Owned After Offering (3)						Percentage of Beneficial Ownership After Offering (3)
Roy L. Rogers 2020 Dynasty Trust(4)						345,846(5)						171,673						174,173						*
Roy and Ruth Rogers Unitrust, UTD 9/29/89(6)						103,174(7)						42,918						60,256						*
Roy L. Rogers Survivor's Trust(8)						448,615(9)						171,673						276,942						1.6		%
Mary M. Olson 2020 Dynasty Trust(10)						34,334(11)						17,167						17,167						*
Howard Miller and Barbara J. Miller, Joint Ten.(12)						171,672(13)						85,836						85,836						*
Joseph W. and Patricia G. Abrams Family Trust dated 3/15/95(14)						85,836(15)						42,918						42,918						*
Brian and Suzanne Swift TTEE Brian G. Swift and Suzanne B. Swift Rev Liv Trust U/A OTD 3/13/91(16)						85,836(17)						42,918						42,918						*
Mel S. Lavitt Revocable Trust(18)						85,836(19)						42,918						42,918						*
Iroquois Master Fund Ltd.(20)						775,519(21)						370,172						405,347						2.3		%
Iroquois Capital Investment Group LLC(22)						1,351,211(23)						616,953						734,258						4.1		%
John P. Gutfreund(24)						696,956(25)						343,347						353,609						2.0		%
Newtown Road 130 Holdings LLC(26)						858,366(27)						429,183						429,183						2.4		%
Unterberg Legacy Capital, LLC(28)						343,346(29)						171,673						171,673						*
Anson Investments Master Fund LP(30)						2,791,766(31)						772,532						2,019,234						11.4		%
William W. Smith, Jr. and Dieva L. Smith, as Co-Trustees UA 11/30/2021, Smith Living Trust(32)						5,776,706(33)						5,150,214						626,492						3.5		%
Roth Capital Partners, LLC(34)						153,700(35)						20,000						133,700						*

28 Oct 24

4:56pm

SMSI Smith Micro Software, Inc.

IPO registration

Under the terms of the Warrants, a Selling Stockholder may not exercise any portion of the Warrants to the extent such exercise would cause the Selling Stockholder (together with the Selling Stockholder’s affiliates, and any other persons acting as a group together with the Selling Stockholder or the Selling Stockholder’s affiliates) to own more than 4.99% (or, upon election by the Selling Stockholder prior to the issuance of any Warrants 9.99%) of the Company’s outstanding Common Stock after giving effect to the issuance of shares of Common Stock issuable upon exercise of such Warrant. A Selling Stockholder may decrease, or upon at least 61 days’ prior notice to the Company, increase such limitation, but, in no event shall such beneficial ownership limitation exceed 9.99%. The Selling Stockholders may sell all, some or none of their shares of Common Stock in this offering. See “Plan of Distribution.”


Name of Selling Stockholder						Number of Shares of Common Stock Beneficially Owned Prior to Offering (1)									Maximum Number of Shares of Common Stock to be Sold Pursuant to This Prospectus (2)						Number of Shares of Common Stock Beneficially Owned After Offering (3)						Percentage of Beneficial Ownership After Offering (3)
Anson Investments Master Fund LP (4)						2,866,569			(5)						1,489,800						1,376,769						12.96		%
Anson East Master Fund LP (6)						808,533			(7)						420,200						388,333						3.65		%
Roth Capital Partners, LLC (8)						133,700			(9)						133,700						0						0		%

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