0001193125-22-025942 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 2nd, 2022 • System1, Inc. • Services-computer programming, data processing, etc. • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 27, 2022 among System1, Inc., a Delaware Corporation (the “Company”), and the persons identified on Schedule A hereto (together with their respective affiliates, successors and permitted assigns, collectively, the “Investors” and, each individually, an “Investor”).

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TAX RECEIVABLE AGREEMENT by and among SYSTEM1, INC., S1 HOLDCO, LLC, MICHAEL BLEND, as TRA HOLDER REPRESENTATIVE, the several TRA HOLDERS (as defined herein) and OTHER TRA HOLDERS FROM TIME TO TIME PARTY HERETO Dated as of January 27, 2022
Tax Receivable Agreement • February 2nd, 2022 • System1, Inc. • Services-computer programming, data processing, etc. • Delaware

This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of January 27, 2022, is hereby entered into by and among System1, Inc., a Delaware corporation (the “Corporation”), S1 Holdco, LLC, a Delaware limited liability company (the “LLC”), the TRA Holder Representative (as defined below), and each of the TRA Holders (as defined below) from time to time party hereto.

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