Lion Capital LLP - 29 Mar 2023 Form 4 Insider Report for Digital Media Solutions, Inc.

Footnote F1

At any time, the Series B Convertible Preferred Stock may be converted at the option of the holder into shares of Common Stock at a conversion price of $0.56 per share or, at the option of the holder, at the lower of (i) 90% of the arithmetic average of the three lowest volume-weight average prices ("VWAPs") during the 20 trading days before a conversion notice is delivered and (ii) 90% of the VWAP for the trading day before a notice of conversion is delivered, provided that the conversion price shall in no event be lower than the Floor Price of $0.484 per share (as each of the foregoing amounts and calculations may be adjusted from time to time pursuant to the Certificate of Designation of Preferences, Rights and Limitations of the Series B Preferred Convertible Stock).

Footnote F2

The reported shares of the Issuer's Class A Common Stock ("Class A Shares") give effect to the reverse stock split which, on August 28, 2023, automatically converted every fifteen shares of the issued and outstanding Class A Shares into one Class A Share (the "Reverse Split"). Therefore, the reported amount of Class A Shares issuable in respect of the Series B Convertible Preferred Stock and the Warrants gives effect to the Reverse Split.

Footnote F3

On March 29, 2023, BridgeCo purchased from the Issuer, in a private transaction, 28,671 Series B Preferred Shares and 2,958,098 Warrants for an aggregate consideration of $2,867,080.

Footnote F4

The shares of Series B Convertible Preferred Stock, together with the shares of Common Stock held by the Reporting Persons, are held directly by LF IV PledgeCo LP ("PledgeCo"), after giving effect to the October 10, 2023 contribution of such securities to PledgeCo in connection with a financing facility for the benefit of PledgeCo and Lion Capital Fund IV, L.P., Lion Capital Fund IV-A, L.P., Lion Capital Fund IV (USD), L.P., Lion Capital Fund IV-A (USD), L.P., Lion Capital Fund IV SBS, L.P. and Lion Capital Fund IV SBS (USD), L.P. (collectively, the "Funds").

Footnote F5

The shares of Series B Convertible Preferred Stock and the Warrants reported on this Form 4 were acquired in a private transaction by Lion Capital (Guernsey) Bridgeco Limited ("BridgeCo"). Lion Capital LLP (the "Manager"), a United Kingdom limited liability partnership, is the sole owner of Lion Capital IV GP Limited, which is the General Partner of each of the Funds. The Funds are the owners of BridgeCo and Lion FIV PledgeCo Limited, the latter of which is the General Partner of PledgeCo. The Funds and BridgeCo are limited partners of PledgeCo. The Manager is controlled by Lyndon Lea. As a result, Lyndon Lea may be deemed to beneficially own the reported securities.

Footnote F6

Each of PledgeCo, BridgeCo, Lion Capital IV GP Limited, the Manager and Lyndon Lea disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein and the filing of this statement shall not be deemed an admission that such person is the beneficial owner of the reported securities for the purposes of Section 16 of the Exchange Act or otherwise.