0001564590-18-013626 Sample Contracts

Voting Agreement
Voting Agreement • May 15th, 2018 • Smith Micro Software Inc • Services-prepackaged software • New York

This Voting Agreement (this “Agreement”), dated as of March 5, 2018 between the undersigned stockholder (“Stockholder”) of SMITH MICRO SOFTWARE, INC., a Delaware corporation (the “Company”), and the Company.

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March 5, 2018
Smith Micro Software Inc • May 15th, 2018 • Services-prepackaged software

Reference is hereby made to that certain Securities Purchase Agreement, dated as of September 29, 2017 (the “Purchase Agreement”), by and among the Company and each purchaser identified on the signature pages thereto. You have purchased shares of the Company’s Series B 10% Convertible Preferred Stock (the “Series B Preferred”) pursuant to the Purchase Agreement. Pursuant to Section 6(a) of the Certificate of Designation of Preferences, Rights and Limitations of the Series B Preferred delivered in connection with the Purchase Agreement (the “Certificate of Designation”), each share of the Series B Preferred is convertible at any time and from time to time at the option of the Holder (as defined in the Certificate of Designation) thereof, into a number of shares of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”).

March 5, 2018
Smith Micro Software Inc • May 15th, 2018 • Services-prepackaged software

Reference is hereby made to that certain Securities Purchase Agreement, dated as of September 29, 2017 (the “Purchase Agreement”), by and among the Company and each purchaser identified on the signature pages thereto. You have purchased shares of the Company’s Series B 10% Convertible Preferred Stock (the “Series B Preferred”) pursuant to the Purchase Agreement. Pursuant to Section 6(a) of the Certificate of Designation of Preferences, Rights and Limitations of the Series B Preferred delivered in connection with the Purchase Agreement (the “Certificate of Designation”), each share of the Series B Preferred is convertible at any time and from time to time at the option of the Holder (as defined in the Certificate of Designation) thereof, into a number of shares of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”).

LOCK-UP AGREEMENT
Lock-Up Agreement • May 15th, 2018 • Smith Micro Software Inc • Services-prepackaged software • New York

Re: Securities Purchase Agreement, dated as of March 5, 2018 (the “Purchase Agreement”), between Smith Micro Software, Inc., a Delaware corporation (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)

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