CREDIT AND GUARANTY AGREEMENT dated as of January 27, 2022 among ORCHID FINCO LLC and SYSTEM1 MIDCO, LLC, and after giving effect to the Closing Date Mergers, ORCHID MERGER SUB II, LLC, as the Borrower, S1 HOLDCO, LLC, as Holdings, THE SUBSIDIARIES OF...Credit and Guaranty Agreement • June 6th, 2023 • System1, Inc. • Services-computer programming, data processing, etc. • New York
Pursuant to the terms of that certain Business Combination Agreement, dated as of June 28, 2021 (the “Acquisition Agreement”), by and among, inter alios, the Borrower, Holdings, Trebia Acquisition Corp., a Cayman Islands exempted company (which prior to the Closing Date changed its name to System1, Inc. and domesticated as a Delaware corporation) (the “Parent”), Orchid Merger Sub I, Inc., a Delaware corporation (“Merger Sub”), and System1 SS Protect Holdings, Inc., a Delaware corporation (“Protected Holdings”), Parent will, directly or indirectly, control on the Closing Date at least a majority of the outstanding voting Equity Interests of Holdings and Protected (the “Acquisition” and the businesses so acquired, the “Targets”).
