INDEMNITY AGREEMENTIndemnity Agreement • June 22nd, 2020 • Trebia Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 19, 2020, by and between Trebia Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Lance Levy (the “Indemnitee”).
37,500,000 Units Trebia Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • June 1st, 2020 • Trebia Acquisition Corp. • Blank checks • New York
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 22nd, 2020 • Trebia Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June 16, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Trebia Acquisition Corp., a Cayman Islands exempted company (the “Company”), Trasimene Trebia, LP, a Delaware limited partnership (the “Trasimene Sponsor”), and BGPT Trebia LP, a Cayman Islands exempted limited partnership (the “Bridgeport Sponsor”, and together with the Trasimene Sponsor, the “Purchasers”).
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • March 2nd, 2022 • System1, Inc. • Services-computer programming, data processing, etc. • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __, 202__ by and between System1, Inc., a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors/an officer/an employee/an agent/a fiduciary] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • June 11th, 2020 • Trebia Acquisition Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of June 5, 2020, by and between Trebia Acquisition Corp., a Cayman Islands exempted limited company (the “Company”) and Cannae Holdings, Inc., a Delaware corporation (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 22nd, 2020 • Trebia Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of June 19, 2020, by Trebia Acquisition Corp., a Cayman Islands exempted company (the “Company”) and BGPT Trebia LP, a Cayman Islands exempted limited partnership, and Trasimene Trebia, LP, a Delaware limited partnership (the “Sponsors” together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Trebia Acquisition Corp. New York, NY 10010 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010 BofA Securities, Inc. One Bryant Park New York, NY 10036 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • June 22nd, 2020 • Trebia Acquisition Corp. • Blank checks • New York
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Trebia Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Credit Suisse Securities (USA) LLC and BofA Securities, Inc., as representatives (the “Representatives”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant, each whole warrant exercisable for one Class A Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 9th, 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”).
WARRANT AGREEMENT between TREBIA ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated June 19, 2020Warrant Agreement • June 22nd, 2020 • Trebia Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 19, 2020, is by and between Trebia Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
BACKSTOP FACILITY AGREEMENTBackstop Facility Agreement • January 10th, 2022 • Trebia Acquisition Corp. • Services-computer programming, data processing, etc. • Delaware
This Amended & Restated Backstop Facility Agreement (this “Agreement”) is entered into as of January 10, 2022, by and between Trebia Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cannae Holdings, Inc., a Delaware corporation (the “Purchaser”), and amends and restates in its entirety that certain Backstop Facility Agreement (the “Original Agreement”), dated as of June 28, 2021, by and between the Company and the Purchaser. Capitalized terms used but not initially defined in this Agreement shall have the meaning ascribed to such terms in that certain Business Combination Agreement, dated as of June 28, 2021 and amended on November 30, 2021, by and among the Company, S1 Holdco LLC, a Delaware limited liability company (“S1 Holdco”), System1 SS Protect Holdings, Inc., a Delaware corporation (“Protected”), and the other parties named therein (as amended, modified, supplemented or waived from time to time in accordance with its terms, the “Business Combination Agr
Trebia Acquisition Corp. New York, NY 10010 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010 BofA Securities, Inc. One Bryant Park New York, NY 10036 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • June 22nd, 2020 • Trebia Acquisition Corp. • Blank checks • New York
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Trebia Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Credit Suisse Securities (USA) LLC and BofA Securities, Inc., as representatives (the “Representatives”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant, each whole warrant exercisable for one Class A Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 11 hereof.
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, 2022Tax 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.
June 28, 2021 Trebia Acquisition Corp. New York, NY 10010 S1 Holdco LLC System1 SS Protect Holdings, Inc. Re: Sponsor Agreement Ladies and Gentlemen:Sponsor Agreement • June 29th, 2021 • Trebia Acquisition Corp. • Blank checks
This letter (this “Sponsor Agreement”) is being delivered to you in accordance with that certain Business Combination Agreement (the “BCA”), dated as of the date hereof, by and among Trebia Acquisition Corp., a Cayman Islands exempted company (“Trebia”), S1 Holdco, LLC, a Delaware limited liability company (“S1 Holdco”), Orchid Merger Sub I, Inc., a Delaware corporation and direct, wholly owned subsidiary of Trebia, Orchid Merger Sub II, LLC, a Delaware limited liability company, Orchid Finco LLC, a Delaware limited liability company, System1 SS Protect Holdings, Inc., a Delaware corporation (“Protected”), Trasimene Trebia, LP, a Delaware limited partnership (the “T Sponsor”) BGPT Trebia LP, a Cayman Islands exempted limited partnership (the “B Sponsor” and together with the T Sponsor, the “Sponsors”) and the Protected Rollover Parties (as defined in the BCA), and hereby amends and restates in their entirety (a) that certain letter, dated June 19, 2020, from the Sponsors to Trebia (the
OPENMAIL LLC EMPLOYMENT AGREEMENTEmployment Agreement • June 6th, 2023 • System1, Inc. • Services-computer programming, data processing, etc.
We are thrilled to offer you the following position at OpenMail, and look forward to having you join the team! The below is our formal offer of employment to join the Company.
ContractLimited Liability Company Operating Agreement • July 8th, 2022 • System1, Inc. • Services-computer programming, data processing, etc. • Delaware
LOCK-UP AGREEMENT August 30, 2022Lock-Up Agreement • August 30th, 2022 • System1, Inc. • Services-computer programming, data processing, etc. • New York
This lock-up agreement (this “Lock-Up Agreement”) is made and entered into by and between System1, Inc., a Delaware corporation (the “Company”) (formerly known as Trebia Acquisition Corp., a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware corporation) and the undersigned signatory.
AMENDED AND RESTATED REVOLVING NOTERevolving Note • June 6th, 2023 • System1, Inc. • Services-computer programming, data processing, etc. • New York
This Amended and Restated Revolving Note (this “Note”) amends and restates in its entirety that certain Revolving Note, dated as of April 10, 2023 (the “Original Closing Date”), made by the Borrower in favor of the Lenders.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 1st, 2020 • Trebia Acquisition Corp. • Blank checks • New York
Reference is made to the Investment Management Trust Agreement between Trebia Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, dated as of [·], 2020 (the “Trust Agreement”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
Trebia Acquisition Corp. 41 Madison AvenueTrebia Acquisition Corp. • June 1st, 2020 • Blank checks • New York
This agreement (this “Agreement”) is entered into on February 18, 2020 by and between, BGPT Trebia LP, a Cayman Islands exempted limited partnership (the “Bridgeport Sponsor,” the “Subscriber” or “you”), and Trebia Acquisition Corp., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 10,781,250 Class B ordinary shares, $0.0001 par value per share of the Company (the “Shares”), up to 1,406,250 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”).
TREBIA ACQUISITION CORP. 41 Madison Avenue, Suite 2020 New York, NY 10010 [·], 2020Trebia Acquisition Corp. • June 1st, 2020 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Trebia Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the completion by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), BGPT Trebia LP shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 41 Madison Avenue, Suite 2020, New York, NY 10010 (or any successor location). In exchange therefore, the Company shall pay BGPT Trebia LP a sum of $10,000 per month, respectively, on the Effective Date and continuing monthly thereafter until the Te
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”).
FIRST AMENDMENT TO CONDITIONAL CONSENT, WAIVER AND ACKNOWLEDGEMENT June 1, 2023System1, Inc. • June 6th, 2023 • Services-computer programming, data processing, etc.
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • May 6th, 2020 • Trebia Acquisition Corp. • Blank checks • Delaware
This Forward Purchase Agreement (this “Agreement”) is entered into as of [·], 2020, by and between Trebia Acquisition Corp., a Cayman Islands exempted limited company (the “Company”) and Cannae Holdings, Inc., a Delaware corporation (the “Purchaser”).
BUSINESS COMBINATION AGREEMENT by and among TREBIA ACQUISITION CORP., S1 HOLDCO, LLC, ORCHID MERGER SUB I, INC., ORCHID MERGER SUB II, LLC, SYSTEM1 SS PROTECT HOLDINGS, INC., AND THE OTHER PARTIES SIGNATORY HERETO, dated as of June 28, 2021Business Combination Agreement • June 29th, 2021 • Trebia Acquisition Corp. • Blank checks • Delaware
THIS BUSINESS COMBINATION AGREEMENT (this “Agreement”) is made and entered into as of June 28, 2021 by and among Trebia Acquisition Corp., a Cayman Islands exempted company (“Trebia”), S1 Holdco, LLC, a Delaware limited liability company (“S1 Holdco”), System1 Midco, LLC, a Delaware limited liability company (“S1 Midco”), System1 S1, LLC, a Delaware limited liability company (“S1, LLC”), OpenMail LLC, a Delaware limited liability company (“OpenMail”), Orchid Merger Sub I, Inc., a Delaware corporation and direct, wholly owned subsidiary of Trebia (“Trebia Merger Sub”), Orchid Merger Sub II, LLC, a Delaware limited liability company (“Trebia Merger Sub LLC”), Orchid Finco, LLC, a Delaware limited liability company (“Trebia Finco LLC”), CSC III System1 Blocker Inc., a Delaware corporation (“CSC Blocker 1”), CSC (Offshore) III System1 Blocker, Inc., a Delaware corporation (“CSC Blocker 2”), CSC III-A System1 Blocker, Inc., a Delaware corporation (“CSC Blocker 3” and, together with CSC Bloc
TERM LOAN NOTESystem1, Inc. • October 12th, 2023 • Services-computer programming, data processing, etc. • New York
FOR VALUE RECEIVED, OPENMAIL2, LLC, a Delaware limited liability company (the “Lender”) agrees to make a loan (the “Loan”) to ORCHID MERGER SUB II, LLC, a Delaware limited liability company (the “Borrower”), in an aggregate outstanding amount not to exceed the principal sum of $2,500,000 (the “Commitment”), on the terms set forth below.
EMPLOYMENT AGREEMENTEmployment Agreement • June 6th, 2023 • System1, Inc. • Services-computer programming, data processing, etc.
January 10, 2022 Trebia Acquisition Corp. New York, NY 10010 S1 Holdco LLC System1 SS Protect Holdings, Inc. Re: Amended and Restated Sponsor Agreement Ladies and Gentlemen:Sponsor Agreement • January 10th, 2022 • Trebia Acquisition Corp. • Services-computer programming, data processing, etc.
This amended and restated letter (this “Sponsor Agreement”) is being delivered to you in accordance with that certain Business Combination Agreement (the “BCA”), dated as of June 28, 2021, as amended on November 30, 2021 and as further amended on the date hereof, by and among Trebia Acquisition Corp., a Cayman Islands exempted company (“Trebia”), S1 Holdco, LLC, a Delaware limited liability company (“S1 Holdco”), Orchid Merger Sub I, Inc., a Delaware corporation and direct, wholly owned subsidiary of Trebia, Orchid Merger Sub II, LLC, a Delaware limited liability company, Orchid Finco LLC, a Delaware limited liability company, System1 SS Protect Holdings, Inc., a Delaware corporation (“Protected”), Trasimene Trebia, LP, a Delaware limited partnership (the “T Sponsor”) BGPT Trebia LP, a Cayman Islands exempted limited partnership (the “B Sponsor” and together with the T Sponsor, the “Sponsors”) and the Protected Rollover Parties (as defined in the BCA), and hereby amends and restates in
SHARE PURCHASE AGREEMENT relating to Total Security Limited (formerly Protected.net Group Limited)System1, Inc. • December 4th, 2023 • Services-computer programming, data processing, etc. • Hampshire
OPENMAIL LLC EMPLOYMENT AGREEMENTEmployment Agreement • June 6th, 2023 • System1, Inc. • Services-computer programming, data processing, etc.
We are thrilled to offer you the following position at OpenMail, and look forward to having you join the team! The below is our formal offer of employment to join the Company.
CONDITIONAL CONSENT, WAIVER AND ACKNOWLEDGEMENT August 30, 2022System1, Inc. • August 30th, 2022 • Services-computer programming, data processing, etc.
ContractReceivables Purchase Agreement • November 9th, 2023 • System1, Inc. • Services-computer programming, data processing, etc. • Ohio
THIS RECEIVABLES PURCHASE AGREEMENT (the “Agreement”), dated as of November 8, 2023, is between System1 OpCo LLC and its wholly-owned subsidiaries that are signatory to this Agreement (collectively, the “Seller”), and OAREX Funding, LLC a Delaware limited liability company (the “Buyer”).
AMENDMENT NO. 2 TO THE BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • January 10th, 2022 • Trebia Acquisition Corp. • Services-computer programming, data processing, etc.
This AMENDMENT NO. 2 TO THE BUSINESS COMBINATION AGREEMENT (this “Amendment”), effective as of January 10, 2022, amends the Business Combination Agreement (the “Agreement”), dated as of June 28, 2021, as amended November 30, 2021, by and among Trebia Acquisition Corp., a Cayman Islands exempted company (“Trebia”), S1 Holdco, LLC, a Delaware limited liability company (“S1 Holdco”), System1 Midco, LLC, a Delaware limited liability company (“S1 Midco”), System1 S1, LLC, a Delaware limited liability company (“S1”), OpenMail LLC, a Delaware limited liability company (“OpenMail”), Orchid Merger Sub I, Inc., a Delaware corporation and direct, wholly owned subsidiary of Trebia (“Trebia Merger Sub”), Orchid Merger Sub II, LLC, a Delaware limited liability company (“Trebia Merger Sub LLC”), Orchid Finco, LLC, a Delaware limited liability company (“Trebia Finco LLC”), CSC III System1 Blocker Inc., a Delaware corporation (“CSC Blocker 1”), CSC (Offshore) III System1 Blocker, Inc., a Delaware corpo
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 22nd, 2020 • Trebia Acquisition Corp. • Blank checks • New York
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)Joint Filing Agreement • February 16th, 2021 • Trebia Acquisition Corp. • Blank checks
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of the Schedule 13G to which this Agreement is an exhibit (and any further amendment filed by them) with respect to the shares of Common Stock of Trebia Acquisition Corp. This agreement may be executed simultaneously in any number of counterparts, all of which together shall constitute one and the same instrument.
Secured Facility Agreement in the sum of USD10,000,000Entire Agreement • October 12th, 2023 • System1, Inc. • Services-computer programming, data processing, etc. • England and Wales
(1)ONYX ASSET FINANCE LIMITED incorporated and registered in England and Wales with company number 11872340 whose registered office is at Larch House, Parklands Business Park, Denmead, Hampshire PO7 6XP (the Lender); and
