Letter Agreement, dated March 5, 2018, between the Company and Andrew Arno

Exhibit 10.12

March 5, 2018

Andrew Arno

160 Riverside Boulevard, Apt 31D

New York, New York, 10069

Email:   ***@***

Mr. Arno:

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”).

The Company is currently negotiating a private offering of additional shares of its Common Stock (the “Shares”) and Common Stock purchase warrants (the “Warrants”) to finance its ongoing capital needs (the “Proposed Transaction”).  In order to consummate the Proposed Transaction, the purchasers of the Shares and Warrants under the Proposed Transaction are requiring the Company to effectuate the conversion of certain of your shares of Series B Preferred into shares of Common Stock within a specified amount of time following the closing of the Proposed Transaction. Acknowledging the fact that the Company will need to devote considerable time and expense to finalize and close the Proposed Transaction, and in order to provide the Company with assurances that each of you will effectuate the required conversions in connection therewith, by executing this letter, you agree as follows:

Andrew Arno

Page 2

This letter agreement and the obligations arising hereunder shall in all cases be contingent upon the closing of the Proposed Transaction.  The Company hereby covenants to provide the undersigned notice of the closing date of the Proposed Transaction at the email address above within one trading day of the closing date of the Proposed Transaction.  You agree to utilize the Notice of Conversion attached to this letter in accordance with the timing parameters outlined in this letter agreement.  To the extent the Proposed Transaction is not consummated, this letter agreement will be of no further force or effect.  

If you are in agreement with the foregoing, please execute and return a copy of this letter to ***@*** at which time it will become a binding agreement upon the parties hereto, contingent upon the closing of the Proposed Transaction.

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Very truly yours,

SMITH MICRO SOFTWARE, INC.

By:  /s/Timothy C. Huffmyer

Name: Timothy C. Huffmyer

Title: Vice President and Chief Financial Officer

Accepted and agreed to on

this 5^th day of March, 2018.

/s/Andrew Arno

Andrew Arno

NOTICE OF CONVERSION

(To be Executed by the Registered Holder in order to Convert Shares of Preferred Stock)

The undersigned hereby elects to convert the number of shares of Series B 10% Convertible Preferred Stock indicated below into shares of common stock, par value $0.001 per share (the “Common Stock”), of Smith Micro Software, Inc., a Delaware corporation (the “Corporation”), according to the conditions hereof, as of the date written below.  If shares of Common Stock are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as may be required by the Corporation in accordance with the Purchase Agreement.  No fee will be charged to the Holders for any conversion, except for any such transfer taxes.

Conversion calculations: