System1, Inc 8-K, filed Jan 26, 2022
System1, Inc. (SST)
About this 8-K
System1, Inc filed this 8-K on January 26, 2022, reporting on events of January 25, 2022.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
The BCA Amendment
On January 25, 2022, Trebia Acquisition Corp. (“Trebia”) entered into Amendment No. 3 to the Business Combination Agreement (the “BCA Amendment”) by and among S1 Holdco, LLC, a Delaware limited liability company (“S1 Holdco”), System1 SS Protect Holdings, Inc., a Delaware corporation (“Protected” and, together with S1 Holdco, collectively, “System1” or the “Companies”) and the other parties signatory thereto, which amends that certain Business Combination Agreement, dated June 28, 2021 as amended by that certain Amendment No. 1 to the Business Combination Agreement, dated November 30, 2021 and that certain Amendment No. 2 to the Business Combination Agreement, dated January 10, 2022, by and among such parties (collectively, the “Original Business Combination Agreement” and, as amended by the BCA Amendment, the “Business Combination Agreement”) in order to (i) revise the allocation schedule attached thereto as Exhibit J to reflect certain adjustments to the allocation of cash and equity consideration to be received by certain equityholders of the Companies in connection with the transactions contemplated by the Business Combination Agreement (the “Business Combination”) without altering the aggregate cash and equity consideration payable to such equityholders, and (ii) waive certain documentary requirements under the Business Combination Agreement.
The foregoing description of the BCA Amendment is not complete and is qualified in its entirety by reference to the BCA Amendment, which is attached as Exhibit 10.1 to this Current Report and incorporated herein by reference.
Important Information and Where to Find It
In connection with the proposed business combination (the “Business Combination”), Trebia filed a registration statement on Form S-4, as amended, which contains a proxy statement/prospectus (the “Proxy Statement/Prospectus”), with the U.S. Securities and Exchange Commission (“SEC”) and was distributed to holders of Trebia ordinary shares in connection with Trebia’s solicitation of proxies for the vote by Trebia’s shareholders in connection with the proposed business combination with System1. Trebia also will file other documents regarding the proposed transaction with the SEC related to the proposed business combination. Trebia and System1 urge investors, shareholders and other interested persons to read the Proxy Statement/Prospectus, as well as other documents filed with the SEC in connection with the Business Combination, as these materials contain important information about Trebia, System1 and the Business Combination. Such persons can also read (i) Trebia’s final prospectus, as amended, dated June 16, 2020 (SEC File No. 333-238824) which was filed with the SEC on June 18, 2020 (the “Trebia Prospectus”), for a description of the security holdings of Trebia’s officers and directors and their respective interests as security holders in the consummation of the proposed business combination, (ii) Trebia’s current report on Form 8-K which was filed with the SEC on June 29, 2021 for a description of the business combination agreement and certain ancillary agreements related to the Business Combination, (iii) the Proxy Statement/Prospectus and (iv) Trebia’s current report on Form 8-K which was filed with the SEC on January 10, 2022. Now that the registration statement has been declared effective by the SEC, the definitive Proxy Statement/Prospectus was mailed to Trebia’s shareholders as of the record date established for voting on the Business Combination and other matters related thereto.
No Offer or Solicitation
This document does not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This document also does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Forward Looking Statements
This communication includes “forward-looking statements”. Forward-looking statements include, but are not limited to, statements regarding Trebia, System1 or their respective management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions
may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this document may include, for example, statements about System1’s industry and market sizes; future opportunities for System1; expectations and projections concerning the future financial and operational performance and/or results of operations of System1; and the pending Business Combination transaction between Trebia and System1, including the implied enterprise value, ownership structure and the likelihood and ability of the parties to successfully consummate the transaction.
The forward-looking statements contained in this document are based on Trebia’s and System1’s current expectations and beliefs concerning future developments, and their potential effects on Trebia or System1 taking into account information currently available.
These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause System1’s actual financial results or operating performance to be materially different from those expressed or implied by these forward-looking statements. Such risks, uncertainties and assumptions include, but are not limited to: (1) the occurrence of any event, change, or other circumstances that could give rise to the termination of the Business Combination Agreement; (2) the outcome of any legal proceedings that may be instituted against Trebia and/or System1 following the announcement of the Business Combination Agreement and the transactions contemplated therein; (3) the inability to complete the proposed Business Combination, including due to failure to obtain certain regulatory approvals, or satisfy other conditions to closing in the Agreement; (4) the occurrence of any event, change, or other circumstance that could give rise to the termination of the Business Combination Agreement or could otherwise cause the transaction to fail to close; (5) the impact of COVID-19 on System1’s business and/or the ability of the parties to complete the proposed Business Combination; (6) the inability to maintain the listing of System1’s common stock on the NYSE following the proposed Business Combination; (7) the risk that the proposed Business Combination disrupts current plans and operations as a result of the announcement and consummation of the proposed Business Combination; (8) the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of System1 to grow and manage growth profitably, and retain its key employees; (9) costs related to the proposed Business Combination; (10) changes in applicable laws or regulations (including those concerning data security, consumer privacy and/or information sharing); and (11) the possibility that Trebia or System1 may be adversely affected by other economic, business, and/or competitive factors. The foregoing list of factors is not exclusive. Additional information concerning certain of these and other risk factors is contained in Trebia’s most recent filings with the SEC, including the Proxy Statement/Prospectus filed in connection with the Business Combination.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Amendment No. 3 to the Business Combination Agreement, dated January 25, 2022, by and among S1 Holdco, LLC, a Delaware limited liability company, System1 SS Protect Holdings, Inc., a Delaware corporation and the other parties signatory thereto | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: January 25, 2022
| Trebia Acquisition Corp. | ||||
| By: | /s/ Tanmay Kumar | |||
| Name: | Tanmay Kumar | |||
| Title: | Chief Financial Officer | |||
Exhibit 10.1
Execution Version
AMENDMENT NO. 3 TO THE BUSINESS COMBINATION AGREEMENT
This AMENDMENT NO. 3 TO THE BUSINESS COMBINATION AGREEMENT (this “Amendment”), effective as of January 25, 2022, amends the Business Combination Agreement (the “Agreement”), dated as of June 28, 2021, as amended November 30, 2021 and January 10, 2022, 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 corporation (“CSC Blocker 2”), CSC III-A System1 Blocker, Inc., a Delaware corporation (“CSC Blocker 3” and, together with CSC Blocker 1 and CSC Blocker 2, the “CSC Blockers”), Court Square Capital Partners III, L.P., a Delaware limited partnership (“Court Square III L.P.”), Court Square Capital Partners (Offshore) III, L.P., a Cayman Islands limited partnership (“Court Square (Offshore) L.P.”), Court Square Capital Partners III-A, L.P., a Delaware limited partnership (“Court Square III-A L.P.” and, together with Court Square III L.P. and Court Square (Offshore) L.P., the “Blocker Parents”), Court Square Capital GP III, LLC, a Delaware limited liability company (“Court Square Capital GP”), Court Square Capital Partners (Executive) III, L.P., a Delaware limited partnership (“Court Square Executive” and, together with Court Square Capital GP and Court Square III L.P., the “Court Square GPs”), System1 SS Protect Holdings, Inc., a Delaware corporation (“Protected”), the Persons listed on Exhibit L to the Agreement (collectively, the “Redeemed OM Members”), Trasimene Trebia, LP (“Trasimene Sponsor”), BGPT Trebia LP (“BGPT Sponsor” and, together with Trasimene Sponsor, the “Founders”) and the Persons listed on Exhibit J to the Agreement (collectively, the “Protected Rollover Parties”). Trebia, S1 Holdco, S1 Midco, S1, OpenMail, Trebia Merger Sub, Trebia Finco LLC, Trebia Merger Sub LLC, the CSC Blockers, the Blocker Parents, the Court Square GPs, Protected, the Redeemed OM Members, the Founders and the Protected Rollover Parties are collectively referred to herein as the “Parties” and each individually as a “Party.” Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.
W I T N E S S E T H:
WHEREAS Trebia, Trebia Merger Sub, Trebia Merger Sub LLC, Trebia Finco LLC, the Founders, the CSC Blockers, the Blocker Parents, the Court Square GPs, S1 Holdco, S1 Midco, S1, OpenMail, Protected, the Redeemed OM Members and the Protected Rollover Parties have entered into the Agreement; and
WHEREAS, pursuant to and in accordance with Section 15.10 of the Agreement, the Parties desire to amend the Agreement as set forth in this Amendment;
WHEREAS, pursuant to and in accordance with Section 15.01 of the Agreement, the Parties desire to waive certain obligations as set forth in this Amendment;
NOW, THEREFORE, in consideration of the promises, and the mutual representations, warranties, covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
Section 1. Amendment to Exhibits. Exhibit G and Exhibit J to the Agreement shall be amended in their entirety by replacing such Exhibits with Exhibit A and Exhibit B, respectively, to this Amendment.
Section 2. Amendment to the Recitals. The twenty-first paragraph of the recitals to the Agreement is hereby amended by replacing such paragraph in its entirety with the following:
“WHEREAS, subject to the terms and conditions of this Agreement, each of the Protected Rollover Parties (as defined below), desires, immediately following the Protected Reorganization and prior to the Protected Merger, to contribute to Trebia the number of shares of Protected Common Stock set forth on the Allocation Schedule (the “Protected Rollover Shares”), in exchange for (i) the issuance of such Protected Rollover Party’s applicable portion of the Closing Seller Equity Consideration (in the form of Trebia Class A Common Stock) as set forth in the Allocation Schedule, and (ii) the issuance to such Protected Rollover Party of a number of shares of Trebia Class A Common Stock equal to such Protected Rollover Party’s portion of the Seller Backstop Amount (as set forth on the Allocation Schedule), if any, divided by $10 (collectively, the “Protected Rollover”);”
Section 3. Amendments to Article I.
(a) Section 1.01 of the Agreement is hereby amended by deleting the following defined term and related definition in its entirety:
“Post-Signing Protected Rollover Parties” has the meaning specified in Section 2.12.
(b) Section 1.01 of the Agreement is hereby amended by replacing the definition of “Protected Rollover Parties” in its entirety with the following:
“Protected Rollover Parties” means the Persons listed on the Protected Rollover Schedule.
Section 4. Amendments to Article II.
(a) Section 2.12 of the Agreement is hereby amended by replacing such section in its entirety with the following:
“Section 2.12. The Protected Rollover. On the Closing Date, immediately following the Protected Reorganization and prior to the Protected Merger, on the terms and conditions set forth herein, the Protected Rollover Parties will contribute to Trebia the Protected Rollover Shares, as set forth on the Allocation Schedule. In exchange for the contribution of the Protected Rollover Shares by the Protected Rollover Parties, Trebia shall (i) issue to each of the Protected Rollover Parties such Protected Rollover Party’s applicable portion of the Closing Seller Equity Consideration (in the form of Trebia Class A Common Stock) as set forth in the Allocation Schedule, and (ii) issue to such Protected Rollover Party a number of shares of Trebia Class A Common Stock equal to such Protected Rollover Party’s portion of the Seller Backstop Amount (as set forth on the Allocation Schedule), if any, divided by $10.”
Section 5. Amendments to Article III.
(a) Section 3.01(e) of the Agreement is hereby amended by replacing such section in its entirety with the following:
“(e) At the Closing, Trebia shall, in connection with the consummation of the Protected Rollover, (i) issue and deliver to such Protected Rollover Party the applicable portion of the Closing Seller Equity Consideration (in the form of Trebia Class A Common Stock) as set forth in the Allocation Schedule, and (ii) issue and deliver to such Protected Rollover Party a number of shares of Trebia Class A Common Stock equal to such Protected Rollover Party’s portion of the Seller Backstop Amount (as set forth on the Allocation Schedule), if any, divided by $10”
2
Section 6. Waiver of Certain Obligations. Each Party hereby acknowledges and agrees that the obligation of each of the Protected Rollover Parties to deliver a stock power in customary form in respect of the Protected Rollover Shares, including pursuant to Sections 4.05(c) and 4.05(d) of the Agreement, is hereby waived pursuant to Section 15.01 of the Agreement.
Section 7. Effect of Amendment. Each Party to this Amendment represents that it has all necessary power and authority to enter into and perform the obligations of this Amendment and that there are no consents or approvals required to be obtained by such party for such party to enter into and perform its obligations under this Amendment that have not been obtained. This Amendment shall be deemed incorporated into, and form a part of, the Agreement and have the same legal validity and effect as the Agreement. This Amendment shall be effective as of the date first written above. After giving effect to this Amendment, unless the context otherwise requires, each reference in the Agreement or any Exhibit or Schedule thereto to “this Agreement”, “the Agreement”, “hereof”, “herein” or words of like import referring to the Agreement shall refer to the Agreement as amended by this Amendment and Amendment No. 1 to the Agreement, dated as of November 30, 2021 and Amendment No. 2 to the Agreement, dated as of January 10, 2022 (except that references in the Agreement to the “date hereof” or “date of this Agreement” or words of similar import shall continue to mean June 28, 2021). Except as amended by this Amendment, the Agreement (as amended prior to the date hereof) will continue in full force and effect and shall be otherwise unaffected hereby.
Section 8. Governing Law; Jurisdiction; Waiver of Jury Trial. Section 15.06 and Section 15.12 of the Agreement are hereby incorporated into this Amendment by reference, mutatis mutandis.
Section 9. Counterparts; Electronic Delivery; Severability. Section 15.02, Section 15.07, and Section 15.11 of the Agreement are hereby incorporated into this Amendment by reference, mutatis mutandis.
[Signature Pages Follow]
3
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 3 effective as of the day and year first indicated above.
| S1 HOLDCO, LLC | ||||
| By: | /s/ Michael Blend | |||
| Name: | Michael Blend | |||
| Title: | CEO & Chairman of the Board | |||
[Signature Page to Amendment No. 3 to Business Combination Agreement]
| SYSTEM1 MIDCO, LLC | ||||
| By: | /s/ Michael Blend | |||
| Name: | Michael Blend | |||
| Title: | Manager | |||
[Signature Page to Amendment No. 3 to Business Combination Agreement]
| SYSTEM1 S1, LLC | ||
| By: SYSTEM1 MIDCO, LLC | ||
| Its: Sole Member | ||
| By: | /s/ Michael Blend | |
| Name: Michael Blend | ||
| Title: Manager | ||
[Signature Page to Amendment No. 3 to Business Combination Agreement]
| OPENMAIL, LLC | ||||
| By: | /s/ Michael Blend | |||
| Name: | Michael Blend | |||
| Title: | Manager | |||
[Signature Page to Amendment No. 3 to Business Combination Agreement]
| SYSTEM1 SS PROTECT HOLDINGS, INC. | ||||
| By: | /s/ Michael Blend | |||
| Name: | Michael Blend | |||
| Title: | President | |||
[Signature Page to Amendment No. 3 to Business Combination Agreement]
| REDEEMED OM MEMBERS | ||||
| FGL LABS | ||||
| By: | /s/ Chuck Ursini | |||
| Name: | Chuck Ursini | |||
| Title: | Managing Member | |||
[Signature Page to Amendment No. 3 to Business Combination Agreement]
| THE DANTE JACOB BLEND TRUST OF 2017 | ||||
| By: | /s/ Stanley Blend | |||
| Name: | Stanley Blend | |||
| Title: | Manager | |||
[Signature Page to Amendment No. 3 to Business Combination Agreement]
| THE NOLA DELFINA ROSE BLEND TRUST OF 2017 | ||||
| By: | /s/ Stanley Blend | |||
| Name: | Stanley Blend | |||
| Title: | Manager | |||
[Signature Page to Amendment No. 3 to Business Combination Agreement]
| THE BLEND FAMILY TRUST FOUNDATION | ||||
| By: | /s/ Stanley Blend | |||
| Name: | Stanley Blend | |||
| Title: | Manager | |||
[Signature Page to Amendment No. 3 to Business Combination Agreement]
| LONE STAR FRIENDS TRUST | ||||
| By: | /s/ Stanley Blend | |||
| Name: | Stanley Blend | |||
| Title: | Manager | |||
[Signature Page to Amendment No. 3 to Business Combination Agreement]
| CEE HOLDINGS TRUST | ||||
| By: | /s/ Amy Potter | |||
| Name: | Amy Potter | |||
| Title: | Co-General Counsel, Jackson Hole Trust Co., TTE | |||
[Signature Page to Amendment No. 3 to Business Combination Agreement]
| By: | /s/ Kevin Ferrell | |
| Name: Kevin Ferrell |
[Signature Page to Amendment No. 3 to Business Combination Agreement]
| By: | /s/ David Cummings | |
| Name: David Cummings |
[Signature Page to Amendment No. 3 to Business Combination Agreement]
| PROTECTED ROLLOVER PARTIES | ||||
| Harvey’s Gaingels Protected LLC | ||||
| By: | /s/ Joseph Jones | |||
| Name: | Joseph Jones | |||
| Title: | Managing Member | |||
[Signature Page to Amendment No. 3 to Business Combination Agreement]
| STAHURRICANE II LLC | ||||
| By: | /s/ Paul Stahura | |||
| Name: | Paul Stahura | |||
| Title: | Manager | |||
[Signature Page to Amendment No. 3 to Business Combination Agreement]
| By: | /s/ Stanley Blend | |
| Name: Stanley Blend |
[Signature Page to Amendment No. 3 to Business Combination Agreement]
| ARCH INVESTMENTS LTD | ||||
| By: | /s/ Bruce Hendi | |||
| Name: | Bruce Hendin | |||
| Title: | Authorized Signatory | |||
[Signature Page to Amendment No. 3 to Business Combination Agreement]
| SHE INVESTMENTS, LTD | ||||
| By: | /s/ Ruth Hoine | |||
| Name: | Ruth Hoine | |||
| Title: | Managing Partner | |||
[Signature Page to Amendment No. 3 to Business Combination Agreement]
| DANIEL AND MELINDA BERMAN LIVING TRUST 2010 | ||||
| By: | /s/ Daniel Berman | |||
| Name: | Daniel Berman | |||
| Title: | Trustee | |||
[Signature Page to Amendment No. 3 to Business Combination Agreement]
| CARBON INVESTMENTS, LLC | ||||
| By: | /s/ Moujan Kazerani | |||
| Name: | Moujan Kazerani | |||
| Title: | Founding Partner | |||
[Signature Page to Amendment No. 3 to Business Combination Agreement]
| By: | /s/ John C Rosenberg | |
| Name: John C Rosenberg |
[Signature Page to Amendment No. 3 to Business Combination Agreement]
| By: | /s/ John Civantos | |
| Name: John Civantos |
[Signature Page to Amendment No. 3 to Business Combination Agreement]
| By: | /s/ Manuel De Zerraga | |||
| Name: | Manuel De Zarraga | |||
| Title: | Trustee | |||
[Signature Page to Amendment No. 3 to Business Combination Agreement]
| THE EYTAN ELBAZ LEGACY TRUST UNDER TRUST AGREEMENT DATED DECEMBER 23, 2020 | ||
| By: | /s/ Gilad Elbaz | |
| Name: Gilad Elbaz | ||
| Title: Trustee | ||
[Signature Page to Amendment No. 3 to Business Combination Agreement]
| By: | /s/ Tridivesh Kidambi | |
| Name: Tridivesh Kidambi |
[Signature Page to Amendment No. 3 to Business Combination Agreement]
| By: | /s/ Lee Maen | |
| Name: Lee Maen |
[Signature Page to Amendment No. 3 to Business Combination Agreement]
| CEE HOLDINGS TRUST | ||||
| By: | /s/ Amy Potter | |||
| Name: | Amy Potter | |||
| Title: | Co-General Counsel, Jackson Hole Trust Co., TTE | |||
[Signature Page to Amendment No. 3 to Business Combination Agreement]
| LONE STAR FRIENDS TRUST | ||||
| By: | /s/ Stanley Blend | |||
| Name: | Stanley Blend | |||
| Title: | Manager | |||
[Signature Page to Amendment No. 3 to Business Combination Agreement]
| THE DANTE JACOB BLEND TRUST OF 2017 | ||||
| By: | /s/ Stanley Blend | |||
| Name: | Stanley Blend | |||
| Title: | Manager | |||
[Signature Page to Amendment No. 3 to Business Combination Agreement]
| THE NOLA DELFINA BLEND TRUST OF 2017 | ||||
| By: | /s/ Stanley Blend | |||
| Name: | Stanley Blend | |||
| Title: | Manager | |||
[Signature Page to Amendment No. 3 to Business Combination Agreement]
| LONE INVESTMENT HOLDING | ||||
| By: | /s/ Stanley Blend | |||
| Name: | Stanley Blend | |||
| Title: | Manager | |||
[Signature Page to Amendment No. 3 to Business Combination Agreement]
| By: | /s/ Paul Filsinger | |
| Name: Paul Filsinger |
[Signature Page to Amendment No. 3 to Business Combination Agreement]
| By: | /s/ Mark Huerta | |
| Name: Mark Huerta |
[Signature Page to Amendment No. 3 to Business Combination Agreement]
| By: | /s/ Scott Birnbaum | |
| Name: Scott Birnbaum |
[Signature Page to Amendment No. 3 to Business Combination Agreement]
| By: | /s/ Stewart Marlborough | |
| Name: Stewart Marlborough |
[Signature Page to Amendment No. 3 to Business Combination Agreement]
| RESIDUARY TRUST FBO HAL BAILEY III U/W DIANA CARR | ||||
| By: | /s/ Hal Bailey | |||
| Name: | Hal Bailey | |||
| Title: | Trustee | |||
[Signature Page to Amendment No. 3 to Business Combination Agreement]
| 2015 HOWARD SPUNT REVOCABLE TRUST | ||||
| By: | /s/ Howard Spunt | |||
| Name: | Howard Spunt | |||
| Title: | Trustee | |||
[Signature Page to Amendment No. 3 to Business Combination Agreement]
| By: | /s/ Daniel Weinrot | |
| Name: Daniel Weinrot |
[Signature Page to Amendment No. 3 to Business Combination Agreement]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 3 effective as of the day and year first indicated above.
| TREBIA ACQUISITON CORP. | ||||
| By: | /s/ Paul Danola | |||
| Name: | Paul Danola | |||
| Title: | President | |||
[Signature Page to Amendment No. 3 to Business Combination Agreement]
| ORCHID MERGER SUB I, INC. | ||||
| By: | /s/ Paul Danola | |||
| Name: | Paul Danola | |||
| Title: | President | |||
[Signature Page to Amendment No. 3 to Business Combination Agreement]
| ORCHID MERGER SUB II, LLC | ||||
| By: | /s/ Paul Danola | |||
| Name: | Paul Danola | |||
| Title: | President | |||
[Signature Page to Amendment No. 3 to Business Combination Agreement]
| ORCHID FINCO LLC | ||||
| By: | /s/ Paul Danola | |||
| Name: | Paul Danola | |||
| Title: | President | |||
[Signature Page to Amendment No. 3 to Business Combination Agreement]
| TRASIMENE TREBIA, LP | ||||
| By: Trasimene Trebia, LLC, its General Partner | ||||
| By: | /s/ Michael L. Gravelle | |||
| Name: | Michael L. Gravelle | |||
| Title: | General Counsel and Corporate Secretary | |||
[Signature Page to Amendment No. 3 to Business Combination Agreement]
| BGPT TREBIA LP | ||||
| By: Bridgeport Partners GP LLC, its General Partner | ||||
| By: | /s/ Frank R. Martire, Jr. | |||
| Name: | Frank R. Martire, Jr. | |||
| Title: | Member | |||
| By: | /s/ Frank Martire, III | |||
| Name: | Frank Martire, III | |||
| Title: | Member | |||
[Signature Page to Amendment No. 3 to Business Combination Agreement]
| CSC III SYSTEM1 BLOCKER, INC. | ||
| By: | /s/ Christopher Bloise | |
| Name: Christopher Bloise | ||
| Title: Vice President and Treasurer | ||
| CSC (OFFSHORE) III SYSTEM1 BLOCKER, INC. | ||
| By: | /s/ Christopher Bloise | |
| Name: Christopher Bloise | ||
| Title: Vice President and Treasurer | ||
| CSC III-A SYSTEM1 BLOCKER, INC. | ||
| By: | /s/ Christopher Bloise | |
| Name: Christopher Bloise | ||
| Title: Vice President and Treasurer | ||
| COURT SQUARE CAPITAL GP III, LLC | ||
| By: | /s/ Christopher Bloise | |
| Name: Christopher Bloise | ||
| Title: Authorized Signatory | ||
| COURT SQUARE CAPITAL PARTNERS (EXECUTIVE) III, L.P. | ||
| By: COURT SQUARE CAPITAL GP III, LLC its General Partner | ||
| By: | /s/ Christopher Bloise | |
| Name: Christopher Bloise | ||
| Title: Authorized Signatory | ||
| COURT SQUARE CAPITAL PARTNERS III, L.P. | ||
| By: | COURT SQUARE CAPITAL GP III, LLC its General Partner | |
| By: | /s/ Christopher Bloise | |
| Name: Christopher Bloise | ||
| Title: Authorized Signatory | ||
| COURT SQUARE CAPITAL PARTNERS (OFFSHORE) III, L.P. | ||
| By: | COURT SQUARE CAPITAL GP III, LLC its General Partner | |
| By: | /s/ Christopher Bloise | |
| Name: Christopher Bloise | ||
| Title: Authorized Signatory | ||
| COURT SQUARE CAPITAL PARTNERS III-A, L.P. | ||
| By: | COURT SQUARE CAPITAL GP III, LLC its General Partner | |
| By: | /s/ Christopher Bloise | |
| Name: Christopher Bloise | ||
| Title: Authorized Signatory | ||