Exhibit 2.1

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, 2021

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EXHIBITS

BUSINESS COMBINATION AGREEMENT

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 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 (collectively, the “Redeemed OM Members”), Trasimene Trebia, LP (“Trasimene Sponsor”), BGPT Trebia LP (“BGPT Sponsor” and, together with Trasimene Sponsor, the “Founders”) and the Protected Rollover Parties (as defined below). Trebia, S1 Holdco, S1 Midco, OpenMail, Trebia Merger Sub, Trebia Finco LLC, Trebia Merger Sub LLC, the CSC Blockers, the Court Square GPs, Protected, the Redeemed OM Members and the Protected Rollover Parties are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 1.01.

RECITALS

WHEREAS, Trebia is a blank check company incorporated as a Cayman Islands exempted company and formed to acquire one or more operating businesses through a Business Combination;

WHEREAS, each of (a) Trebia Merger Sub, (b) Trebia Merger Sub LLC and (c) Trebia Finco LLC is a newly formed, wholly owned, direct subsidiary of Trebia, formed for the sole purpose of the (i) Protected Merger, (ii) the LLC Merger and (iii) the Trebia Finco Debt Drawdown and the Finco-LLC Merger, respectively;

WHEREAS, on or prior to the date hereof, Trebia has obtained (i) an equity commitment in the amount of $200,000,000 (the “Cannae Backstop Amount”) from Cannae Holdings, Inc. (“Cannae”) pursuant to the terms of a Backstop Facility Agreement (the “Backstop Agreement”), all or a portion of which may be used to fund (A) to the extent that the Trebia Shareholder Redemption Value (as defined below), if any, is less than $200,000,000, fifty percent (50%) of such amount and (B) to the extent that the Trebia Shareholder Redemption Value, if any, is in excess of $200,000,000 but less than $300,000,000, the amount funded pursuant to clause (A) plus one-hundred percent (100%) of such amount between $200,000,000 and $300,000,000, and, in accordance with the terms of the Backstop Agreement, Cannae shall subscribe for a number of shares of Trebia Class A Common Stock equal to such aggregate amount divided by $10; (ii) a debt commitment from the financing sources party thereto to Trebia Finco LLC, dated as of the date of this Agreement (the “Debt Commitment Letter”); (iii) solely to the extent that the Trebia Shareholder Redemption Value, if any, is in excess of $417,500,000 but less than $462,500,000, the Redeemed OM Members, OpenMail and Protected have agreed to reduce the Closing Cash Consideration otherwise payable pursuant to this Agreement in an amount equal to the Trebia Shareholder Redemption Value, if any, in excess of $417,500,000 but less than $462,500,000, (and (x) in the case of the Redeemed OM Members and OpenMail, a corresponding reduction in the number of S1 Holdco Units that will be redeemed by S1 Holdco, as set forth in the Allocation Schedule and (y) in the case of Protected, a corresponding increase in the Closing Seller Equity Consideration that will be paid to Protected), and, in accordance with the terms and subject to the conditions of this Agreement and in the proportions set forth on the Allocation Schedule; and (iv) solely to the extent that the Trebia Shareholder Redemption Value, if any, is in excess of $462,500,000, the Redeemed OM Members, OpenMail and Protected may elect to further reduce the Closing Cash Consideration otherwise payable pursuant to this Agreement in an amount equal to the Trebia Shareholder Redemption Value, if any, in excess of $462,500,000 (and (x) in the case of the Redeemed OM Members and OpenMail, a corresponding reduction in the number of S1 Holdco Units that will be redeemed by S1 Holdco and (y) in the case of Protected, a corresponding increase in the Closing Seller Equity Consideration that will be paid to Protected), and, in accordance with the terms and subject to the conditions of this Agreement and in the proportions set forth on the Allocation Schedule (this clause (iv), the “Additional Seller Backstop Election”).

WHEREAS, on the terms and subject to the conditions of this Agreement and in accordance with the General Corporation Law of the State of Delaware (the “DGCL”) and other applicable Laws, the Parties intend to enter into a business combination transaction by which (i) Trebia will acquire a majority of the outstanding units of S1 Holdco (“S1 Holdco Units”) and (ii) Trebia will acquire all of the outstanding equity interests of Protected and in connection with and as part of the business combination, the Parties will, among other things, consummate the Blocker Mergers, the Protected Merger, and the LLC Merger in accordance with the terms hereof;

WHEREAS, on the day prior to the Closing Date, (i) Trebia will domesticate as a Delaware corporation in accordance with Section 388 of the DGCL and de-register as a Cayman Islands exempted company in accordance with Section 206 of the Cayman Islands Companies Law (2020 Revision) (the “Domestication”), (ii) pursuant to the Domestication, (A) the Trebia Certificate of Incorporation in the form attached hereto as Exhibit A (as such form may be altered from time to time as agreed between Trebia, OpenMail, S1 Holdco and Protected) (the “Trebia Certificate of Incorporation”) will be adopted and (B) the Trebia Bylaws in the form attached hereto as Exhibit B (as such form may be altered from time to time as agreed between Trebia, OpenMail, S1 Holdco and Protected) (the “Trebia Bylaws”) will be adopted by the Trebia Board that is in existence immediately following the Domestication, and (iii) pursuant to the Domestication, Trebia will request a certificate of de-registration from the Registrar of Companies of the Cayman Islands (the “Cayman Registrar”);

WHEREAS, pursuant to the Domestication and the closing of the Transactions, (i) each Trebia Class B Ordinary Share (other than the Founder Earnout Shares and the Seller Earnout Shares) will convert automatically into one share of Trebia Class A Common Stock, (ii) each Founder Earnout Share will convert automatically into one share of Trebia Class D Common Stock and each Seller Earnout Share will be forfeited and (iii) each then issued and outstanding Trebia Warrant will convert automatically into a warrant to acquire one share of Trebia Common Stock;

WHEREAS, on the Closing Date prior to the Blocker Pre-Closing Reorganization (as defined below), S1 Midco will contribute units of System 1, LLC (“System 1”) equal to 1% of the equity interests of System 1 to S1, LLC (the “S1 Contribution”);

WHEREAS, (a) in the event that the Trebia Available Cash is less than the Trebia Required Cash, Trebia Finco LLC shall draw no less than the amount of such deficiency (it being understood Trebia (or its applicable subsidiary) shall not be required to (but may in its discretion) draw more than $217,500,000 (the “Debt Backstop Amount”) pursuant to the terms of the Debt Commitment Letter (the “Trebia Finco Debt Drawdown” and the amount of funds drawn by Trebia Finco LLC pursuant to the terms of the Debt Commitment Letter, the “Trebia Finco LLC Debt Commitment Amount”), (b) S1 Midco shall draw the amount specified by Trebia (such amount to be no less than the amount necessary to effectuate the Midco/System1 Debt Repayment, the Redeemed OM Members S1 Holdco Unit Redemption, the OpenMail S1 Holdco Unit Redemption and to pay Transaction Expenses) in accordance with the terms of this Agreement pursuant to the Debt Commitment Letter (the “S1 Midco Debt Drawdown” and the amount of funds drawn by S1 Midco pursuant to the terms of the Debt Commitment Letter, the “S1 Midco Debt Commitment Amount” and, together with the Trebia Finco LLC Debt Commitment Amount, the “Debt Commitment Amount”) and (c) S1 Midco shall use the proceeds of the S1 Midco Debt Drawdown to (A) repay the amounts then owing under the Bank Financing Agreement (“S1 Midco Debt Repayment”) and (B) effectuate any payments in connection with the Redeemed OM Members S1 Holdco Unit Redemption, the OpenMail S1 Holdco Unit Redemption and to pay Transaction Expenses;

WHEREAS, immediately following the Trebia Finco Debt Drawdown, the S1 Midco Debt Drawdown and the S1 Midco Debt Repayment and prior to the CSC Blocker Share Acquisitions (as defined below), on the terms and subject to the conditions of this Agreement, and in accordance with the DGCL, each of the CSC Blockers and certain of their respective Affiliates will effect the Blocker Pre-Closing Reorganization such that the CSC Blockers, Court Square III L.P. and Court Square Capital GP become the direct owners of S1 Holdco Units;

WHEREAS, immediately following the Blocker Pre-Closing Reorganization and prior to the Blocker Mergers, on the terms and subject to the conditions of this Agreement and in accordance with the DGCL and other applicable Laws, each Blocker Parent will sell, transfer and deliver to Trebia, and Trebia will purchase and acquire from the Blocker Parents, 100% of the capital securities of each CSC Blocker (together, the “CSC Blocker Shares”), respectively, free and clear of any Liens (other than the restrictions under applicable Securities Laws and Permitted Liens) in exchange for a portion of the S1 Holdco Closing Cash Consideration as set forth on the Allocation Schedule (collectively, the “CSC Blocker Share Acquisitions”);

WHEREAS, immediately following the CSC Blocker Share Acquisition and prior to the Court Square Unit Redemptions, on the terms and subject to the conditions of this Agreement and in accordance with Section 251 of the DGCL, (i) CSC Blocker 1 will merge with and into Trebia, with Trebia surviving (the “CSC Blocker 1 Merger”), (ii) CSC Blocker 2 will merge with and into Trebia, with Trebia surviving (the “CSC Blocker 2 Merger”) and (iii) CSC Blocker 3 will merge with and into Trebia, with Trebia surviving (the “CSC Blocker 3 Merger” and each of the CSC Blocker 1 Merger, CSC Blocker 2 Merger and CSC Blocker 3 Merger, a “Blocker Merger” and, together, the “Blocker Mergers”), and, as a result of the Blocker Mergers, Trebia will become the direct owner of certain S1 Holdco Units;

WHEREAS, immediately following the Blocker Mergers and prior to the S1 Conversion (as defined below), on the terms and subject to the conditions of this Agreement, S1 Holdco shall redeem all remaining S1 Holdco Units held by Court Square Capital GP, Court Square Executive and Court Square III L.P. following the CSC Blocker Share Acquisitions and the Blocker Mergers (the S1 Holdco Units redeemed from Court Square Capital GP and Court Square Executive being the “Court Square GPs S1 Units” and the S1 Holdco Units redeemed from Court Square III L.P. being the “Court Square III L.P. S1 Units”), in exchange for a portion of the S1 Holdco Closing Cash Consideration as set forth on the Allocation Schedule (collectively, the “Court Square Unit Redemptions”);

WHEREAS, immediately following the Court Square Unit Redemptions and prior to the S1 Holdco Recapitalization, S1 will convert to a Delaware corporation and as a result System1 will become a partnership for Tax purposes (the “S1 Conversion”);

WHEREAS, immediately following the S1 Conversion and prior to the OpenMail Redemption (as defined below), S1 Holdco will (a) adopt the New S1 Holdco Operating Agreement as a replacement to the existing operating agreement of S1 Holdco; and (b) convert each existing S1 Holdco Unit held by Trebia into New S1 Holdco Class A Units and each other existing S1 Holdco Unit into New S1 Holdco Class B Units (collectively, the “S1 Holdco Recapitalization”);

WHEREAS, immediately following the S1 Holdco Recapitalization and prior to the OpenMail Redemption, Trebia shall contribute the Trebia Excess Cash (if any) to S1 Holdco in exchange for additional New S1 Holdco Class A Units at a price per New S1 Holdco Class A Unit of $10 (the “Trebia Excess Cash Contribution”).

WHEREAS, immediately following the S1 Holdco Recapitalization and prior to the Redeemed OM Members S1 Holdco Unit Redemption, OpenMail will distribute to the Redeemed OM Members such number of New S1 Holdco Class B Units and units in Protected Security Holdings as set forth on the Allocation Schedule in exchange for the redemption of 100% of the Redeemed OM Members’ direct equity interests in OpenMail (the “OpenMail Redemption”);

WHEREAS, immediately following the OpenMail Redemption and prior to the OpenMail S1 Holdco Unit Redemption, (a) S1 Holdco shall redeem such number of New S1 Holdco Class B Units as set forth on the Allocation Schedule (the “Redeemed OM Members S1 Units”) from the Redeemed OM Members in exchange for an amount equal to the Redeemed OM Members’ applicable portions of the S1 Holdco Closing Cash Consideration and (b) Trebia shall issue to the Redeemed OM Members a number of shares of Trebia Class C Common Stock equal to the number of New S1 Holdco Class B Units held by the Redeemed OM Members immediately following the Redeemed OM Members S1 Holdco Unit Redemption in consideration for the payment to Trebia by the Redeemed OM Members of $0.0001 per share (collectively, the “Redeemed OM Members S1 Holdco Unit Redemption”);

WHEREAS, immediately following the Redeemed OM Members S1 Holdco Unit Redemption and prior to entry into the Tax Receivable Agreement, (a) S1 Holdco shall redeem such number of New S1 Holdco Class B Units as set forth on the Allocation Schedule (the “OpenMail S1 Units”) from OpenMail in exchange for cash in an amount equal to OpenMail’s applicable portion of the S1 Holdco Closing Cash Consideration and (b) Trebia shall issue to OpenMail a number of shares of Trebia Class C Common Stock equal to the number of New S1 Holdco Class B Units held by OpenMail immediately following the OpenMail S1 Holdco Unit Redemption in consideration for the payment to Trebia by OpenMail of $$0.0001 per share (collectively, the “OpenMail S1 Holdco Unit Redemption”);

WHEREAS, in connection with the Transactions, the Redeemed OM Members S1 Holdco Unit Redemption and the OpenMail S1 Holdco Unit Redemption, on the terms and subject to the conditions of this Agreement, Trebia, the Redeemed OM Members and the holders of New S1 Holdco Class B Units immediately after the Transactions (which holders shall include the members of OpenMail prior to the distribution by OpenMail of all of its assets pursuant to the Protected Reorganization) will enter into the Tax Receivable Agreement, substantially in the form of Exhibit C attached hereto (as such form may be altered from time to time as agreed between Trebia, OpenMail, S1 Holdco and Protected) (the “Tax Receivable Agreement”);

WHEREAS, immediately following the OpenMail S1 Holdco Unit Redemption and prior to the Protected Rollover, on the terms and subject to the conditions of this Agreement, each of Protected, Protected Security Holdings, JDI and its Affiliates and OpenMail will effect the Protected Reorganization (as defined in the Protected Support Agreement);

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 (the “Protected Rollover Shares”) set forth opposite such Protected Rollover Party’s name on the schedule attached hereto as Exhibit J (the “Protected Rollover Schedule”) under the heading 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, (ii) the payment of such Protected Rollover Party’s applicable portion of the Protected Closing Cash Consideration as set forth in the Allocation Schedule, and (iii) 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”);

WHEREAS, in connection with the closing of the Transactions, subject to the terms and conditions of this Agreement, BGPT Sponsor will sell and transfer 500,000 Founder Trebia Warrants to each of Lone Star Friends Trust and JDI for a purchase price of $1.50 per Founder Trebia Warrant;

WHEREAS, immediately following the Protected Rollover and prior to the LLC Merger, on the terms and subject to the conditions of this Agreement and in accordance with the DGCL, Trebia Merger Sub will merge with and into Protected (the “Protected Merger”), with Protected surviving the Protected Merger as a wholly owned subsidiary of Trebia;

WHEREAS, immediately following the Protected Merger and prior to the Finco-LLC Merger, on the terms and subject to the conditions of this Agreement, and in accordance with the DGCL and the Delaware Limited Liability Company Act (the “DLLCA”), Protected will merge with and into Trebia Merger Sub LLC (the “LLC Merger”) with Trebia Merger Sub LLC surviving the LLC Merger (such surviving entity of the LLC Merger, “Protected Holding LLC”);

WHEREAS, immediately following the LLC Merger and prior to the Protected Contribution, on the terms and subject to the conditions of this Agreement, and in accordance with the DLLCA, Trebia Finco LLC will merge with and into Protected Holding LLC (the “Finco-LLC Merger”) with Protected Holding LLC surviving the Finco-LLC Merger;

WHEREAS, immediately following the Finco-LLC Merger and prior to the LLC-Midco Merger, on the terms and subject to the conditions of this Agreement, Trebia will contribute 100% of the outstanding equity interests of Protected Holding LLC to S1 Holdco in exchange for such number of New S1 Holdco Class A Units as set forth on the Allocation Schedule (the “Protected Contribution”);

WHEREAS, immediately following the Protected Contribution and prior to the LLC-Protected UK Cash Contribution, on the terms and subject to the conditions of this Agreement, and in accordance with the DLLCA, S1 Midco will merge with and into Protected Holding LLC (the “LLC-Midco Merger”) with Protected Holding LLC surviving the LLC-Midco Merger;

WHEREAS, immediately following the LLC-Midco Merger and prior to the Protected UK Debt Repayment, on the terms and subject to the conditions of this Agreement, Protected Holding LLC will contribute an amount of cash to Protected UK which is sufficient to permit Protected UK to repay the amounts due under the Bank Financing Agreement (the “LLC-Protected UK Cash Contribution”);

WHEREAS, in connection with Trebia’s agreements set forth in Section 12.10, S1 Holdco shall issue a number of New S1 Holdco Class A Units to Trebia as set forth on the Allocation Schedule (the “VCU Assumption Issuance”);

WHEREAS, immediately following the LLC-Protected UK Cash Contribution, on the terms and subject to the conditions of this Agreement, Protected UK will repay the amounts due under the Bank Financing Agreement;

WHEREAS, each of the Parties intends that the transactions contemplated by this Agreement will qualify for the Intended Tax Treatment as described in Section 12.05(b);

WHEREAS, the board of managers of S1 Holdco has unanimously (i) determined that it is in the best interests of S1 Holdco and the holders of S1 Holdco Units and declared it advisable to enter into this Agreement and each of the Transactions, in accordance with the DLLCA, and (ii) approved this Agreement and each of the Transactions, in accordance with the DLLCA and the S1 Holdco Operating Agreement (as defined below), as applicable, on the terms and subject to the conditions of this Agreement;

WHEREAS, the holders of a majority of equity interests of S1 Holdco have approved by written consent this Agreement and the consummation of the Transactions, as well as the entry by S1 Holdco into the New S1 Holdco Operating Agreement, substantially in the form attached hereto as Exhibit D (as such form may be altered from time to time as agreed between Trebia, OpenMail, S1 Holdco and Protected) (the “New S1 Holdco Operating Agreement” ), and S1 Holdco shall deliver a duly executed copy of such written consent (the “S1 Holdco Written Consent”) to Trebia immediately following the execution of this Agreement;

WHEREAS, the general partner of each of the Blocker Parents, the general partner of Court Square Executive and the board of managers of Court Square Capital GP has (i) determined that it is in the best interests of the Blocker Parents and each of their respective limited partners, Court Square Executive and its limited partners and Court Square Capital GP, respectively, and declared it advisable to enter into this Agreement and each of the Transactions, in accordance with the Delaware Revised Uniform Limited Partnership Act (the “DRULPA”) or the DLLCA, as applicable, and (ii) approved this Agreement and each of the Transactions, in accordance with the DRULPA or the DLLCA, as applicable, and the organizational documents of such Blocker Parent, Court Square Executive or Court Square Capital GP, as applicable, on the terms and subject to the conditions of this Agreement (the “Court Square GPs’ Written Consent”);

WHEREAS, the board of directors of each of the CSC Blockers has unanimously (i) determined that it is in the best interests of such CSC Blocker and its equityholders and declared it advisable to enter into this Agreement and each of the Transactions, including the applicable Blocker Merger, in accordance with the DGCL, and (ii) approved this Agreement and each of the Transactions, including the applicable Blocker Merger, in accordance with the DGCL and the organizational documents of such CSC Blocker, on the terms and subject to the conditions of this Agreement (the “Blocker Parents’ Written Consent”);

WHEREAS, the board of managers of OpenMail has unanimously (i) determined that it is in the best interests of OpenMail and the equity holders of OpenMail and declared it advisable to enter into this Agreement and each of the Transactions, in accordance with the DLLCA, and (ii) approved this Agreement and each of the Transactions, in accordance with the DLLCA and OpenMail’s organizational documents, as applicable, on the terms and subject to the conditions of this Agreement;

WHEREAS, the board of directors of Protected has unanimously (i) determined that it is in the best interests of Protected and the stockholders of Protected and declared it advisable to enter into this Agreement and each of the Transactions, in accordance with the DGCL, and (ii) approved this Agreement and each of the Transactions, in accordance with the DGCL and Protected’s organizational documents, as applicable, on the terms and subject to the conditions of this Agreement;

WHEREAS, Protected Security Holdings, as the holder of 100% of the issued and outstanding Protected Common Stock, has entered into that certain support agreement substantially in the form attached hereto as Exhibit K (as such form may be altered from time to time as agreed between Trebia, OpenMail, S1 Holdco and Protected) (the “Protected Support Agreement”), pursuant to which Protected Security Holdings has agreed to deliver a written consent substantially in the form attached thereto as Exhibit D (as such form may be altered from time to time as agreed between Trebia, OpenMail, S1 Holdco and Protected) (the “Protected Written Consent”) approving this Agreement and the consummation of the Transactions, including the Protected Merger in accordance with Section 251 of the DGCL, to Trebia promptly after the Proxy Statement / Prospectus is declared effective or otherwise cleared by the SEC (and in any event within two (2) Business Days after notification thereof to Protected Security Holdings);

WHEREAS, the board of directors or sole member, as the case may be, of Trebia Merger Sub, Trebia Merger Sub LLC, Trebia Finco LLC and S1 Midco has (i) determined that it is in the best interests of such company and declared it advisable to enter into this Agreement and each of the Transactions, including the Protected Merger, the LLC Merger, the Finco-LLC Merger and the LLC-Midco Merger (as applicable) in accordance with the DGCL or DLLCA, as applicable and (ii) approved this Agreement and each of the Transactions, including the Protected Merger, the LLC Merger, the Finco-LLC Merger and the LLC-Midco Merger in accordance with the DGCL or the DLLCA, as applicable, on the terms and subject to the conditions of this Agreement;

WHEREAS, Trebia, in its capacity as the sole stockholder of Trebia Merger Sub and sole member of each of Trebia Merger Sub LLC and Trebia Finco LLC, has, by its execution and delivery hereof, approved and adopted this Agreement and each of the Transactions, including the Protected Merger, the LLC Merger, the Finco-LLC Merger and LLC-Midco Merger, in accordance with Section 251 of the DGCL and Section 18-209 of the DLLCA;

WHEREAS, S1 Holdco, in its capacity as the sole member of S1 Midco, has, by its execution and delivery hereof, approved and adopted this Agreement and each of the Transactions, including the LLC-Midco Merger, in accordance with Section 18-209 of the DLLCA;

WHEREAS, the board of directors of Trebia has (i) determined that it is in the best interests of Trebia and the stockholders of Trebia, and declared it advisable, to enter into this Agreement and each of the Transactions, providing for, among other things, the Blocker Mergers, the Protected Merger, the LLC Merger, the Finco-LLC Merger and the LLC-Midco Merger, in each case, in accordance with the DGCL, (ii) approved this Agreement and the Transactions, including the Blocker Mergers, the Protected Merger, the LLC Merger, the Finco-LLC Merger and the LLC-Midco Merger, in each case, in accordance with the DGCL on the terms and subject to the conditions of this Agreement, and (iii) adopted a resolution recommending that this Agreement be adopted by the shareholders of Trebia (the “Trebia Board Recommendation”);

WHEREAS, in connection with the consummation of the Transactions, Trebia, the Founders, JDI and certain S1 Holdco and Protected direct or indirect equityholders, as applicable, at the Closing will enter into a Stockholders Agreement, substantially in the form of Exhibit E attached hereto (as such form may be altered from time to time as agreed between Trebia, OpenMail, S1 Holdco and Protected) (the “Stockholders Agreement”), and, together with certain other parties thereto, a Registration Rights Agreement substantially in the form of Exhibit F attached hereto (as such form may be altered from time to time as agreed between Trebia, OpenMail, S1 Holdco and Protected) (the “Registration Rights Agreement”); and

WHEREAS, concurrently with the execution and delivery of this Agreement, Trebia and each of the other parties thereto (the “Sponsor Persons”) have entered into the Sponsor Agreement.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Agreement, and intending to be legally bound, the Parties hereby agree as follows:

Article I
Certain Definitions

Section 1.01.      Definitions. For purposes of this Agreement, the following capitalized terms have the following meanings:

“Acquisition Transaction” has the meaning specified in Section 12.04(a).

“Action” means any claim, action, suit, assessment, arbitration or legal, judicial or administrative proceeding (whether at law or in equity) or arbitration.

“Additional Seller Backstop Election” has the meaning specified in the Recitals hereto.

“Affiliate” means, with respect to any specified Person, any Person that, directly or indirectly, controls, is controlled by, or is under common control with, such specified Person, through one or more intermediaries or otherwise; provided, except S1 Holdco and its Subsidiaries, no Affiliate or portfolio company (as such term is commonly understood in the private equity industry) of Court Square Capital Management, L.P. or any of its Affiliates shall be considered an Affiliate of S1 Holdco or any of its Subsidiaries.

“Agreement” has the meaning specified in the Preamble hereto.

“Allocated Percentage” means the relevant percentage notified in writing to Trebia by S1 Holdco and Protected upon making an Additional Seller Backstop Election for each of the reductions in respect of the Specified Proceeds Reduction contemplated in Section 3.01(c), Section 3.01(d), Section 3.01(e), Section 3.01(f), Section 3.01(g) and Section 3.03(a); provided that the sum of all Allocated Percentages shall equal 100%.

“Allocation” has the meaning specified in Section 12.05(i).

“Allocation Schedule” means a schedule dated as of the Closing Date, prepared by S1 Holdco and Protected in a form consistent with the format set forth on the illustrative example of the Allocation Schedule attached hereto as Exhibit G, setting forth, (a) the name of OpenMail, each Blocker Parent, Court Square Executive, Court Square Capital GP, each Redeemed OM Member, each Protected Rollover Party, each holder of Protected Common Stock, each holder of equity interests in Protected UK, each holder of equity interests in Protected Security Holdings, each holder of equity interests in OpenMail and each holder of Value Creation Units (all such Persons, the “Sellers”), (b) the allocation of the Closing Cash Consideration and the Closing Seller Equity Consideration (if any) at the Closing to each Seller, and (c) the allocation of the Seller Backstop Amount, in each case, in accordance with the methodology and principles set forth on Exhibit G (as such form may be altered from time to time as agreed between Trebia, OpenMail, S1 Holdco and Protected).

“Anti-Corruption Laws” means any applicable Laws relating to anti-bribery or anti-corruption (governmental or commercial), including Laws that prohibit the corrupt payment, offer, promise, or authorization of the payment or transfer of anything of value (including gifts or entertainment), directly or indirectly, to any Governmental Official or representative of a Governmental Authority or commercial entity to obtain a business advantage, including the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, and all national and international Laws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions.

“Anti-Money Laundering Laws” means the Money Laundering Control Act, the Currency and Foreign Transactions Reporting Act, The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, and any other foreign, federal, state, or local Laws relating to fraud or money laundering.

“Antitrust Law” means the HSR Act, the Federal Trade Commission Act, as amended, the Sherman Act, as amended, the Clayton Act, as amended, and any applicable foreign antitrust Laws and all other applicable Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

“Attributable Gain” has the meaning set forth on Section 1.01(e) of the Disclosure Schedules.

“Available Cash Amount” means, as of immediately prior to Closing, all available Cash and Cash Equivalents of the Trebia Parties, including (i) Available Trust Proceeds, (ii) the Cannae Backstop Proceeds and (iii) the Debt Backstop Amount.

“Available Trust Proceeds” means, as of immediately prior to Closing, an amount equal to the proceeds available from the Trust Account (after reduction for the aggregate amount of any payments required to be made in connection with the Trebia Shareholder Redemption).

“Backstop Agreement” has the meaning specified in the Recitals hereto.

“Backstop Amounts” has the meaning specified in the Recitals hereto.

“Bank Financing Agreement” means that certain Facilities Agreement, dated as of December 17, 2020, by and between Protected UK, Silicon Valley Bank and certain Subsidiaries of Protected UK as Guarantors.

“BGPT Sponsor” has the meaning specified in the Recitals hereto.

“Black-Out Period” means any “black-out,” lock-up or similar period under Trebia’s policies covering trading in Trebia’s securities to which the holders of Trebia’s securities are subject, which period restricts the ability of any such securityholder to immediately resell Trebia Class A Common Stock.

“Blocker Certificate of Merger” means each of the Blocker 1 Certificate of Merger, the Blocker 2 Certificate of Merger or the Blocker 3 Certificate of Merger.

“Blocker Merger Effective Time” means each of the CSC Blocker Merger 1 Effective Time, the CSC Blocker Merger 2 Effective Time or the CSC Blocker Merger 3 Effective Time.

“Blocker Mergers” has the meaning specified in the Recitals hereto.

“Blocker Parents” has the meaning specified in the Preamble hereto.

“Blocker Parents’ Written Consent” has the meaning specified in the Recitals hereto.

“Blocker Pre-Closing Reorganization” has the meaning specified in Section 2.03.

“Blocker Surviving Entities” has the meaning specified in the Recitals hereto.

“Books and Records” means, with respect to any Person, all books and records, ledgers, employee records, customer lists, files, correspondence, and other records of every kind (whether written, electronic, or otherwise embodied) owned or used by such Person or any of its Subsidiaries or in which such Person or any of its Subsidiaries’ assets, the business or its transactions are otherwise.

“Borrowed Money Debt” means, with respect to S1 Holdco, the CSC Blockers, OpenMail and Protected, as applicable, (a) all indebtedness for borrowed money, (b) all obligations evidenced by bonds, debentures, notes or similar instruments (including any letter of credit, surety bond, banker’s acceptance or similar reimbursement agreement or obligation, in each case, solely to the extent drawn), (c) all obligations to pay the deferred purchase price of property or services (excluding trade accounts payable arising in the ordinary course of business of S1 Holdco, the CSC Blockers, OpenMail or Protected, as applicable), (d) all obligations under leases required to be capitalized in accordance with GAAP and any purchase money indebtedness, (e) all obligations under any hedging arrangement, (f) all obligations under any direct or indirect guaranties in respect of, or obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness for borrowed money or obligations of others of the kinds referred to in clauses (a) through (e) above, and (h) all obligations of the kinds referred to in clauses (a) through (e) above of other Persons secured by any Lien on any property or asset of S1 Holdco, the CSC Blockers, OpenMail or Protected, as applicable.

“Business Combination” has the meaning ascribed to such term in Trebia’s Memorandum and Articles of Association.

“Business Combination Proposal” has the meaning specified in Section 12.04(b).

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by Law to close.

“Cannae” has the meaning specified in the Recitals hereto.

“Cannae Backstop Amount” has the meaning specified in the Recitals hereto.

“Cannae Backstop Proceeds” has the meaning specified in Section 2.02(a).

“CARES Act” means the Coronavirus Aid, Relief, and Economic Security Act, the Memorandum on Deferring Payroll Tax Obligations in Light of the Ongoing COVID-19 Disaster, issued August 8, 2020, the Consolidated Appropriations Act, 2021, or any similar applicable federal, state, local or non-U.S. Law.

“Cash and Cash Equivalents” means, for any Person, all cash and cash equivalents (including marketable securities, checks, bank deposits and Merchant Reserves), calculated in accordance with (a) in respect of S1 Holdco, GAAP applied based on S1 Holdco’s historical practice or (b) in respect of Protected, GAAP applied based on Protected’s historical practice.

“Cause” means, with respect to any Trebia Service Provider, the occurrence of any one or more of the following events:

(a)        such Trebia Service Provider’s willful failure to substantially perform his duties with Trebia (other than any such failure resulting from such Trebia Service Provider’s incapacity due to physical or mental illness), including such Trebia Service Provider’s failure to follow any lawful directive from the Trebia Board, within the reasonable scope of such Trebia Service Provider’s duties and such Trebia Service Provider’s failure to correct the same (if capable of correction, as determined by the Trebia Board), within 10 calendar days after a written notice describing the circumstances constituting Cause is delivered to such Trebia Service Provider;

(b)        such Trebia Service Provider’s commission of, indictment for or entry of a plea of guilty or nolo contendere to a felony crime (excluding vehicular crimes that do not result in substantial bodily injury or death) or a crime of moral turpitude;

(c)        such Trebia Service Provider’s material breach of this Agreement, any employment agreement between such Trebia Service Provider and Trebia, the Confidentiality Agreement or any other written agreement with Trebia or its Affiliates or under any applicable policy of Trebia or its Affiliates (including any code of conduct or harassment policies), and such Trebia Service Provider’s failure to correct the same (if capable of correction, as determined by the Trebia Board), within 10 calendar days after a written notice describing the circumstances constituting Cause is delivered to such Trebia Service Provider;

(d)        any act of fraud, embezzlement, theft or material misappropriation from Trebia or its Affiliates by such Trebia Service Provider;

(e)        such Trebia Service Provider’s willful misconduct or gross negligence with respect to any material aspect of Trebia’s business or a material breach by such Trebia Service Provider of his fiduciary duty to Trebia or its Affiliates; or

(f)         such Trebia Service Provider’s commission of an act of material dishonesty resulting in material reputational, economic or financial injury to Trebia or its affiliates.

“Cayman Registrar” has the meaning specified in the Recitals hereto.

“Closing” has the meaning specified in Section 4.01.

“Closing Cash Consideration” means an amount equal to the sum of the Protected Closing Cash Consideration and the S1 Holdco Closing Cash Consideration (which shall be allocated as set forth on the Allocation Schedule).

“Closing Date” has the meaning specified in Section 4.01.

“Closing Seller Equity Consideration” means (a) (i) a number of shares of Trebia Class A Common Stock and Trebia RSUs, in an aggregate number (rounded up to the nearest whole share) as set forth on the Allocation Schedule, plus (ii) the number of shares of Trebia Class A Common Stock determined by dividing the Protected Backstop Amount (if any) by $10.00, plus (iii) a number of shares of Trebia Class A Common Stock equal to the Founder Shares Forfeited to S1/Protected (as defined in the Sponsor Agreement) (if any) and (b) shares of Trebia Class C Common Stock to be issued in respect of each retained New S1 Holdco Class B Unit in an aggregate number (rounded up to the nearest whole share) as set forth on the Allocation Schedule (in each case, which shall be allocated as set forth on the Allocation Schedule).

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Compliant” means with respect to the Required Information, that such Required Information does not, taken as a whole, contain any untrue statement of a material fact regarding S1 Holdco and its Subsidiaries or Protected and its Subsidiaries or omit to state any material fact regarding S1 Holdco and its Subsidiaries or Protected and its Subsidiaries necessary in order to make such Required Information not materially misleading under the circumstances.

“Confidentiality Agreement” has the meaning specified in Section 15.09.

“Contracts” means any legally binding contracts, agreements, arrangements, subcontracts, leases, purchase orders, bonds, notes, indentures, mortgages, debt instruments, licenses or other instruments or obligations of any kind.

“Court Square” means Court Square Capital Management, L.P., a Delaware limited partnership.

“Court Square III-A L.P.” has the meaning specified in the Preamble hereto.

“Court Square III L.P.” has the meaning specified in the Preamble hereto.

“Court Square Capital GP” has the meaning specified in the Preamble hereto

“Court Square Executive” has the meaning specified in the Preamble hereto.

“Court Square GPs” has the meaning specified in the Preamble hereto.

“Court Square GPs S1 Units” has the meaning specified in the Recitals hereto.

“Court Square GPs’ Written Consent” has the meaning specified in the Recitals hereto.

“Court Square (Offshore) L.P.” has the meaning specified in the Preamble hereto.

“Court Square Unit Redemptions” has the meaning specified in the Recitals hereto.

“COVID-19” means SARS-CoV-2 or COVID-19, and any evolutions thereof or any other epidemics, pandemics or disease outbreaks.

“COVID-19 Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester or any other Law, Governmental Order, Action, directive, guidelines or recommendations by any Governmental Authority in connection with or in response to COVID-19, including, but not limited to, the Coronavirus Aid, Relief, and Economic Security Act (Pub. L. No. 116-127), Consolidated Appropriations Act, 2021(Pub. L. 116-260), the Presidential Memorandum on “Deferring Payroll Tax Obligations in Light of the Ongoing COVID-19 Disaster” dated August 8, 2020 and IRS Notice (2020-65).

“CSC Blocker 1” has the meaning specified in the Preamble hereto.

“CSC Blocker 1 Merger” has the meaning specified in the Recitals hereto.

“CSC Blocker 2” has the meaning specified in the Preamble hereto.

“CSC Blocker 2 Merger” has the meaning specified in the Recitals hereto.

“CSC Blocker 3” has the meaning specified in the Preamble hereto.

“CSC Blocker 3 Merger” has the meaning specified in the Recitals hereto.

“CSC Blocker Merger 1 Effective Time” has the meaning specified in Section 2.05(a).

“CSC Blocker Merger 2 Effective Time” has the meaning specified in Section 2.05(a).

“CSC Blocker Merger 3 Effective Time” has the meaning specified in Section 2.05(a)

“CSC Blockers” has the meaning specified in the Preamble hereto.

“CSC Blocker Shares” has the meaning specified in the Recitals hereto.

“CSC Blocker Share Acquisition” has the meaning specified in the Recitals hereto.

“Data” means all databases and compilations, including any and all data and collections of data whether machine readable or otherwise.

“Debt Backstop Amount” has the meaning specified in the Recitals hereto.

“Debt Commitment Letter” has the meaning specified in the Recitals hereto.

“Debt Financing” means the financing contemplated by the Debt Commitment Letter.

“Debt Financing Sources” means the lenders, agents and arrangers of any Debt Financing, together with their respective affiliates, officers, directors, employees, agents and representatives and their successors and assigns, including any successors or assigns via joinder agreements or credit agreements relating thereto.

“DGCL” has the meaning specified in the Recitals hereto.

“Disclosure Schedules” means the disclosure schedules to this Agreement of the Parties.

“DLLCA” has the meaning specified in the Recitals hereto.

“Domestication” has the meaning specified in the Recitals hereto.

“DRULPA” has the meaning specified in the Recitals hereto.

“Effective Time” has the meaning specified in Section 2.11.

“Employee Benefit Plan” means each “employee benefit plan” as defined in Section 3(3) of ERISA, each compensatory equity, severance, employment, individual consulting, retention, change-in-control, fringe benefit, bonus, incentive, deferred compensation, employee loan, retirement, health and welfare, life insurance, pension, and each other employee benefit plan, agreement, program, policy or other arrangement, whether or not subject to ERISA.

“Enforceability Exceptions” has the meaning specified in Section 5.03.

“Environmental Laws” means any and all applicable Laws relating to pollution or protection of the environment (including natural resources) or the use, storage, emission, disposal or release of Hazardous Materials, each as in effect on and as interpreted as of the date hereof.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” of any Person means any trade or business (whether or not incorporated) that, together with such Person, is treated as a single employer under Section 414 of the Code.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Existing Contract” has the meaning specified in Section 13.02(g).

“Financing Agreement” means the System1 Financing Agreement or Protected Financing Agreement, as applicable.

“Foreign Investment Law” means any applicable Laws, including any state, national or multi-jurisdictional Laws, that are designed or intended to prohibit, restrict or regulate actions by foreigners to acquire interests in domestic equities, securities, entities, assets, land or interests.

“Foreign Protected Benefit Plan” has the meaning specified in Section 6.13(a).

“Foreign System1 Benefit Plan” has the meaning specified in Section 5.13(a).

“Forward Purchase Agreement” means the forward purchase agreement, dated as of June 5, 2020, between Trebia and Cannae Holdings, Inc.

“Founder Earnout Shares” means 1,450,000 of the Trebia Class B Ordinary Shares to be converted to an equal number of Trebia Class D Common Stock in accordance with the terms of this Agreement.

“Founder Trebia Warrants” means the Trebia Warrants held by the Founders.

“Founder Trebia Warrants Purchase” has the meaning set forth in Section 2.17.

“Founders” has the meaning specified in the Recitals hereto.

“GAAP” means United States or United Kingdom generally accepted accounting principles, as applicable, consistently applied.

“Governmental Authority” means any federal, state, provincial, municipal, local or foreign government, governmental authority, regulatory or administrative agency, self-regulatory organization, governmental commission, department, board, bureau, agency or instrumentality, court or tribunal.

“Governmental Filings” has the meaning specified in Section 5.05.

“Governmental Official” means any officer or employee of a Governmental Authority, including any political subdivision, sovereign wealth fund, or any corporation or other Person owned or controlled in whole or in part by any Governmental Authority, or of a public international organization, or any Person acting in an official capacity for or on behalf of any such Governmental Authority, or for or on behalf of any public international organization.

“Governmental Order” means any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any Governmental Authority.

“Hazardous Material” means any material, substance or waste that is listed, regulated, or otherwise defined as “hazardous,” “toxic,” or “radioactive,” or as a “pollutant” or “contaminant” (or words of similar meaning) under applicable Environmental Laws in effect as of the date hereof, including but not limited to petroleum, petroleum by-products, asbestos or asbestos-containing material, polychlorinated biphenyls, flammable or explosive substances, or pesticides.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“Indebtedness” means, with respect to any Person as of any time, without duplication, (a) all indebtedness for borrowed money of such Person or indebtedness issued by such Person in substitution or exchange for borrowed money, (b) indebtedness evidenced by any note, bond, debenture or other debt security, in each case, as of such time of such Person, (c) obligations of such Person for the deferred purchase price of property or other services (other than trade payables incurred in the ordinary course of business), (d) all obligations as lessee that are required to be capitalized in accordance with GAAP, (e) all obligations of such Person for the reimbursement of any obligor on any line or letter of credit, banker’s acceptance, guarantee or similar credit transaction, in each case, to the extent drawn or claimed against, (f) all interest rate and currency swaps, caps, collars and similar agreements or hedging devices under which payments are obligated to be made by such Person, (g) any premiums, prepayment fees or other penalties, fees, costs or expenses associated with payment of any Indebtedness of such Person and (h) all obligations of the type referred to in clauses (a) - (g) of this definition of any other Person, the payment of which such Person is responsible or liable, directly or indirectly, as obligor, guarantor, surety or otherwise, including any guarantee of such obligations, in each case other than (i) Indebtedness set forth on Section 1.01(c) of the Disclosure Schedules, (ii) any Transaction Expenses, (iii) Indebtedness solely between S1 Holdco or Protected, on one hand, and any System1 Subsidiary or Protected Subsidiary, as applicable, on the other hand and (iv) Indebtedness between System1 Subsidiaries or Protected Subsidiaries, as applicable. Notwithstanding anything to the contrary contained herein, “Indebtedness” of any Person shall not include any item that would otherwise constitute “Indebtedness” of such Person that is an obligation between such Person and any wholly owned Subsidiary of such Person or between any two or more wholly owned Subsidiaries of such Person.

“Indemnitee Affiliates” has the meaning specified in Section 11.01(c).

“Intellectual Property” means all intellectual property rights (including with respect to rights in technology and Software) created, arising, or protected under applicable Law (or any other similar statutory provision or common law doctrine in the United States or anywhere else in the world), including all: (a) patents and patent applications, (b) trademarks, service marks, trade names, and other indicia of commercial source or origin, together with all goodwill associated therewith, (c) copyrights and copyrightable works, and all database and design rights, whether or not registered or published, including all data collections, and corresponding rights in works of authorship, (d) internet domain names, (e) social media accounts, (f) trade secrets and all corresponding rights in trade secrets and confidential or proprietary information and know-how (whether or not patentable) and (g) registrations, issuances, applications, renewals, reissuances, divisionals, continuations, continuations-in-part, revisions, substitutions, reexamination, and extensions for any of the foregoing.

“Intended Tax Treatment” has the meaning specified in Section 12.05(b).

“Interim Period” has the meaning specified in Section 9.01.

“IT Systems” means all computer systems, servers, networks, databases, network equipment, websites, computer hardware and equipment used to process, store, maintain and operate data, information, functions, and other information technology systems, including any Software and Data embedded or installed thereon, owned, licensed, leased or controlled by S1 Holdco or any of its Subsidiaries or Protected or its Subsidiaries, as applicable.

“JDI” means Just Develop It Limited, a private limited company incorporated in England & Wales.

“JOBS Act” has the meaning specified in Section 11.08.

“Law” means any statute, law, ordinance, rule, treaty, code, directive, regulation or Governmental Order, in each case, of any Governmental Authority.

“Leased Real Property” means all real property leased by (a) S1 Holdco or any System1 Subsidiary, or (b) Protected or any Protected Subsidiary, as applicable, for which the lessee is required to make aggregate annual payments in excess of $1,000,000.

“Letter of Transmittal” has the meaning specified in Section 4.05(b).

“Liability” means, with respect to any Person, any liability or obligation of such Person of any kind or nature whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated, unliquidated or otherwise, and whether due or to become due, and regardless of when or by whom asserted.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, encumbrance, easement, license, option, right of first refusal, security interest or other lien of any kind.

“LLC Certificate of Merger” has the meaning specified in Section 2.13(c).

“LLC Merger” has the meaning specified in the Recitals hereto.

“Marketing Period” means the first period of ten (10) consecutive Business Days after the date of this Agreement throughout and at the end of which (i) Trebia shall have all of the Required Information and (ii) such Required Information is Compliant and remains Compliant throughout such period; provided, however, that, the Marketing Period shall not be deemed to have commenced if prior to the completion of the Marketing Period, (a) PricewaterhouseCoopers LLP with respect to S1 Holdco or BDO LLP with respect to Protected, as applicable, shall have withdrawn its audit opinion with respect to the most recent audited financial statements included in the Required Information, in which case the Marketing Period may not commence unless and until a new unqualified audit opinion is issued with respect to such audited consolidated financial statements included in the Required Information, by PricewaterhouseCoopers LLP or BDO LLP, as applicable, or another independent public accounting firm of recognized national standing reasonably acceptable to Trebia or (b) the board of directors (or similar governing body) (or audit committee thereof) of either S1 Holdco or Protected, as applicable, shall have determined that a restatement of any financial statements included in the Required Information is required in accordance with GAAP, in which case such Marketing Period may not commence unless and until such restatement has been completed and the Required Information has been amended or S1 Holdco or Protected, as applicable, has determined and confirmed in writing to Trebia that no such restatement is required in accordance with GAAP; provided, that (a) the ten (10) consecutive Business Day period described in this definition shall be completed on or prior to August 20, 2021 or commence no earlier than September 7, 2021, (b) the ten (10) consecutive Business Day period described in this definition shall be completed on or prior to December 17, 2021 or commence no earlier than January 4, 2022 and (c) July 5, 2021, November 24, 2021 and November 26, 2021 shall be excluded as Business Days for purposes of such ten (10) consecutive Business Day period (but for the avoidance of doubt, the exclusion of such dates shall not restart the Marketing Period). If S1 Holdco and Protected reasonably believe (in good faith) that they have provided all of the Required Information in Compliant form, they may deliver to Trebia a written notice to that effect (stating when they believe they completed such delivery), in which case S1 Holdco and Protected shall be deemed to have satisfied their requirements on the date specified in such notice and, subject to the provisos in the preceding sentence, the “Marketing Period” shall be deemed to have commenced on the date specified in such notice, unless Trebia reasonably believes (in good faith) that S1 Holdco or Protected has not completed the delivery of the Required Information and within four (4) Business Days after the delivery of such notice, Trebia delivers a written notice to S1 Holdco and Protected to that effect (stating with specificity which Required Information S1 Holdco or Protected has not yet delivered). For the avoidance of doubt, if after the start of the Marketing Period, S1 Holdco or Protected shall provide Trebia with additional information (including financial statements) as required by the defined term “Required Information,” the delivery of such information (including financial statements) will not be deemed to re-start the Marketing Period.

“Material Adverse Effect” means, with respect to S1 Holdco or Protected, a material adverse effect on the results of operations or financial condition of S1 Holdco and the System1 Subsidiaries or Protected and the Protected Subsidiaries, in each case, taken as a whole; provided, however, that in no event shall any of the following (or the effect of any of the following), alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a “Material Adverse Effect” on the results of operations or financial condition of S1 Holdco and the System1 Subsidiaries or Protected and the Protected Subsidiaries, taken as a whole: (a) any change in applicable Laws or GAAP or any interpretation thereof, (b) any change in interest rates or economic, political, business, financial, commodity, currency or market conditions generally, (c) the announcement or the execution of this Agreement, the pendency or consummation of the Transactions or the performance of this Agreement, including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, licensors, distributors, partners, providers and employees (provided that the exceptions in this clause (c) shall not be deemed to apply to references to “Material Adverse Effect” in the representations and warranties set forth in Section 5.04 and Section 6.04 and, to the extent related thereto, the condition in Section 13.02(a) and Section 13.03(a)), (d) any change generally affecting any of the industries or markets in which S1 Holdco and the System1 Subsidiaries or Protected and the Protected Subsidiaries operate or the economy as a whole, (e) the compliance with the terms of this Agreement or the taking of any action required or contemplated by this Agreement or with the prior written consent of Trebia (provided that the exceptions in this clause (e) shall not be deemed to apply to references to “Material Adverse Effect” in the representations and warranties set forth in Section 5.04 and Section 6.04 and, to the extent related thereto, the condition in Section 13.02(a) and Section 13.03(a)), (f) any earthquake, hurricane, tsunami, tornado, flood, mudslide, wild fire or other natural disaster, act of God or other force majeure event, (g) any national or international political or social conditions in countries in which, or in the proximate geographic region of which, S1 Holdco or Protected operates, including the engagement by the United States or such other countries in hostilities or the escalation thereof, whether or not pursuant to the declaration of a national emergency or war, or the occurrence or the escalation of any military or terrorist attack upon any Person or country, or any territories, possessions, or diplomatic or consular offices of the United States or such other countries or upon any United States or such other country military installation, equipment or personnel, (h) any failure of S1 Holdco and the System1 Subsidiaries or Protected and the Protected Subsidiaries, in each case, taken as a whole, to meet any projections, forecasts or budgets; provided, that clause (h) shall not prevent or otherwise affect a determination that any change or effect underlying such failure to meet projections or forecasts has resulted in, or contributed to, or would reasonably be expected to result in or contribute to, a Material Adverse Effect (to the extent such change or effect is not otherwise excluded from this definition of Material Adverse Effect) and (i) COVID-19 or any Law, directive, pronouncement or guideline issued by a Governmental Authority, the Centers for Disease Control and Prevention, the World Health Organization or industry group providing for business closures, changes to business operations, “sheltering-in-place” or other restrictions that relate to, or arise out of, an epidemic, pandemic or disease outbreak (including the COVID-19 pandemic) or any change in such Law, directive, pronouncement or guideline or interpretation thereof following the date of this Agreement or S1 Holdco and the System1 Subsidiaries or Protected and the Protected Subsidiaries’ compliance therewith; provided that in the case of clauses (a), (b), (d), (f) and (g) such changes may be taken into account to the extent (but only to the extent) that such changes have had a disproportionate impact on S1 Holdco and its Subsidiaries, taken as a whole, or Protected and its Subsidiaries, taken as a whole, in each case, as compared to other industry participants. As used in Article V and Section 13.02(f), the term “Material Adverse Effect” refers to a Material Adverse Effect with respect to S1 Holdco and the System1 Subsidiaries, taken as a whole. As used in Article VI and Section 13.02(f), the term “Material Adverse Effect” refers to a Material Adverse Effect with respect to Protected and the Protected Subsidiaries, taken as a whole.

“Merchant Reserves” means cash and cash equivalents held by payment processors and related merchant banks on behalf of the relevant Person and its Subsidiaries which such Person and its Subsidiaries can, as of the relevant time, withdraw.

“Mergers” means the Protected Merger, the LLC Merger, the Blocker Mergers, the Finco-LLC Merger and the LLC-Midco Merger collectively.

“Midco” means System1 Midco, LLC, a Delaware limited liability company.

“Multiemployer Plan” has the meaning specified in Section 5.13(f).

“New Contract” has the meaning specified in Section 13.02(g).

“New S1 Holdco Class A Units” has the meaning given to the term “Class A Units” in the New S1 Holdco Operating Agreement.

“New S1 Holdco Class B Units” has the meaning given to the term “Class B Units” in the New S1 Holdco Operating Agreement, which are exchangeable into Trebia Class A Common Stock on a one-to-one basis per the terms of the New S1 Holdco Operating Agreement.

“New S1 Holdco Operating Agreement” has the meaning specified in the Recitals hereto.

“Non-Founder Trebia Warrant” means a Trebia Warrant, other than a Founder Trebia Warrant.

“Non-Management Employees” has the meaning specified in Section 9.01(p).

“NYSE” means the New York Stock Exchange.

“Omnibus Incentive Plan” has the meaning specified in Section 11.08.

“Omnibus Incentive Plan Proposal” has the meaning specified in Section 12.03(a)(i).

“OpenMail” has the meaning specified in the Preamble hereto.

“OpenMail Redemption” has the meaning specified in the Recitals hereto.

“OpenMail S1 Holdco Unit Redemption” has the meaning specified in the Recitals hereto.

“OpenMail S1 Units” has the meaning specified in the Recitals hereto.

“OpenMail VCUs” means value creation units issued by OpenMail pursuant to the OpenMail LLC 2016 Value Creation Unit Plan (as amended from time to time, the “OpenMail VCU Plan”) that are outstanding as of immediately prior to the Effective Time.

“Open Source Software” means any Software that is subject to or licensed, provided or distributed under any license meeting the definition of open source (as promulgated by the Open Source Initiative as of the date of this Agreement) or the Free Software Definition (as promulgated by the Free Software Foundation as of the date of this Agreement) or any similar license for “free,” “publicly available” or “open source” Software, including the GNU General Public License, the Lesser GNU General Public License, the Affero General Public License, the Apache License, the BSD License, the Mozilla Public License (MPL), the MIT License or any other license that includes similar terms.

“Other Related Party Contracts” means the Contracts set forth on Section 8.01(k), Section 8.02(h), Section 8.03(h) and Section 8.04(h) of the Disclosure Schedules.

“Party” has the meaning specified in the Preamble hereto.

“Pass-Through Income Tax” means any income Tax with respect to which the holders of S1 Holdco Units outstanding as of immediately prior to the Closing (or any of their direct or indirect owners) would be primarily liable as a matter of Tax Law (e.g., the income Tax liability for items of income, gain, loss, deduction and credit passed-through to owners of an entity treated as a partnership for U.S. federal income Tax purposes).

“Pass-Through Return” has the meaning specified in Section 12.05(f).

“Paying Agent” has the meaning specified in Section 4.05(a).

“PCAOB” means the Public Company Accounting Oversight Board.

“Permits” has the meaning specified in Section 5.11.

“Permitted Liens” means (a) statutory or common law Liens of mechanics, materialmen, warehousemen, landlords, carriers, repairmen, construction contractors and other similar Liens that arise in the ordinary course of business, that relate to amounts not yet delinquent or that are being contested in good faith through appropriate Actions, in each case only to the extent appropriate reserves have been established in accordance with GAAP, (b) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business, (c) Liens for Taxes not yet due and payable or which are being contested in good faith through appropriate Actions for which appropriate reserves have been established in accordance with GAAP, (d) Liens, encumbrances and restrictions on real property (including easements, covenants, rights of way and similar restrictions of record) that (i) are matters of record, (ii) would be disclosed by a physical inspection or survey of such real property, or (iii) do not materially interfere with the present uses of such real property, (e) non-exclusive licenses of Intellectual Property entered into in the ordinary course of business, (f) Liens securing any Indebtedness of S1 Holdco or Protected and their respective Subsidiaries (including Indebtedness incurred pursuant to any Financing Agreement) and (g) Liens described on Section 1.01(d) of the Disclosure Schedules.

“Person” means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, governmental agency or instrumentality or other entity of any kind.

“Personal Information” has the meaning provided in any definition for any similar term (e.g., “personal data” or “personally identifiable information”) provided by applicable Law and applicable privacy policies, and may include but is not limited to information that identifies, relates to, describes, or is reasonably capable of being associated with, or could reasonably be linked (directly or indirectly) with a consumer or household, such as but not limited to a name, postal address, online identifier, Internet Protocol address, email address, account name, biometric information or identifiers, social security number, driver’s license number, account or credit card information, or similar identifiers. Personal Information may relate to any individual, including a current, prospective, or former customer, end user or employee of any Person, and includes information in any form or media, whether paper, electronic, or otherwise.

“Policies” has the meaning specified in Section 5.16.

“Post-Closing RSUs” has the meaning specified in Section 11.13

“Post-Signing Protected Rollover Parties” has the meaning specified in Section 2.12.

“Pre-Closing Tax Period” means any taxable period ending on or before the Closing Date and the portion of any Straddle Period through and including the Closing Date.

“Privacy Laws” means any and all applicable Laws, legal requirements and self-regulatory guidelines (including of any applicable foreign jurisdiction) relating to the receipt, collection, compilation, use, storage, processing, sharing, safeguarding, security (both technical and physical), disposal, destruction, disclosure or transfer (including cross-border) of Personal Information, including but not limited to the Federal Trade Commission Act, California Consumer Privacy Act (CCPA), Payment Card Industry Data Security Standard (PCI-DSS), Gramm-Leach-Bliley Act (GLBA), General Data Protection Regulation 2016/679/EU (GDPR), each to the extent applicable, and any and all applicable Laws relating to breach notification or marketing in connection with Personal Information, and any applicable laws relating to the use of biometric identifiers.

“Protected” has the meaning specified in the Preamble hereto.

“Protected Audited Financial Statements” has the meaning specified in Section 6.08(a).

“Protected Backstop Amount” means the Protected Rollover Parties’ portion of the Seller Backstop Amount, as set forth in the Allocation Schedule.

“Protected Benefit Plan” has the meaning specified in Section 6.13(a).

“Protected Certificate of Merger” has the meaning specified in Section 2.13(a).

“Protected Closing Cash Consideration” means an amount equal to the sum of (i) the Protected Purchase Price set forth on the Allocation Schedule, minus (ii) the Protected Net Debt Amount (which, for the avoidance of doubt, will result in an increase to Protected Closing Cash Consideration if the Protected Net Debt Amount is a negative number, and which shall be allocated as set forth on the Allocation Schedule), minus (iii) the Protected Backstop Amount, if any.

“Protected Closing Statement” has the meaning specified in Section 4.04(c).

“Protected Common Stock” means the common stock, par value $0.01 per share, of Protected.

“Protected Contribution” has the meaning specified in the Recitals hereto.

“Protected Disclosure Scheduled Intellectual Property” has the meaning specified in Section 6.19(a).

“Protected Effective Time” has the meaning specified in Section 2.13(a).

“Protected Employees” has the meaning specified in Section 6.13(a).

“Protected Financial Statements” has the meaning specified in Section 6.08(a).

“Protected Financing Agreements” means, together, the Investor Financing Agreement and the Bank Financing Agreement.

“Protected Holding LLC” has the meaning specified in the Recitals hereto.

“Protected Holding LLC Operating Agreement” has the meaning specified in Section 2.18(c).

“Protected Interim Financial Statements” has the meaning specified in Section 6.08(a).

“Protected IT Systems” has the meaning specified in Section 6.19(c).

“Protected Leases” has the meaning specified in Section 6.18(a).

“Protected Licensed Intellectual Property” has the meaning specified in Section 6.19(a)(i).

“Protected LTM Cash EBITDA” means (a) net income (or loss) (determined in accordance with GAAP) generated by Protected and its Subsidiaries (as of the Closing) on a consolidated basis for any trailing twelve-month period, plus (b) the sum of, to the extent included in the calculation of net income (or loss), but without duplication, (i) interest expense for such period, (ii) income tax expense for such period, (iii) depreciation expense for such period, (iv) amortization expense for such period, (v) any stock based compensation charge and (vi) the difference between customer billings received on a cash basis and GAAP revenue; provided, that, Protected LTM Cash EBITDA shall excluded income and expenses which arise from any business acquired by Protected and its Subsidiaries after the date hereof.

“Protected Material Contracts” has the meaning specified in Section 5.12(a).

“Protected Merger” has the meaning specified in the Recitals hereto.

“Protected Net Debt Amount” means, as of immediately prior to the Closing, without taking into account any of the Transactions consummated on the Closing Date, an amount (which may be a positive or negative number) equal to (i) the aggregate Borrowed Money Debt of Protected and the Protected Subsidiaries and Indebtedness issued by Protected and the Protected Subsidiaries in substitution or exchange for Borrowed Money Debt, excluding any items set forth on Section 1.01(b) of the Disclosure Schedules (expressed as a positive number), minus (ii) Cash and Cash Equivalents of Protected and the Protected Subsidiaries minus (iii) the aggregate amount of payments made by Protected and the Protected Subsidiaries prior to the close of business on the Business Day immediately preceding the Closing in respect of any amounts that would have constituted Transaction Expenses had such amounts not been paid or satisfied prior to the close of business on the Business Day immediately preceding the Closing. An illustrative example of the calculation of the Protected Net Debt Amount is set forth on Exhibit H attached hereto.

“Protected Net Group Limited Group” means Protected UK and its Subsidiaries.

“Protected Non-Management Employee” has the meaning specified in Section 10.01(p).

“Protected Owned Intellectual Property” means all Intellectual Property owned or purported to be owned by Protected or any Protected Subsidiary.

“Protected Reorganization” means has the meaning set forth in the Protected Support Agreement.

“Protected Related Party Contracts” has the meaning specified in Section 6.24.

“Protected Representations” means the representations and warranties of Protected expressly and specifically set forth in Article VI of this Agreement, as qualified by the Disclosure Schedules.

“Protected Rollover” has the meaning specified in the Recitals hereto.

“Protected Rollover Parties” means the Persons listed on the Protected Rollover Schedule, including, for the avoidance of doubt, the Post-Signing Protected Rollover Parties.

“Protected Rollover Schedule” has the meaning specified in the Recitals hereto.

“Protected Rollover Shares” has the meaning specified in the Recitals hereto.

“Protected Securities” has the meaning specified in Section 6.06(b).

“Protected Security Holdings” means Protected Security Holdings LLC, a limited liability company organized under the Laws of England & Wales.

“Protected Software” has the meaning specified in Section 6.19(c).

“Protected Subsidiaries” means the Subsidiaries of Protected.

“Protected Subsidiary Securities” has the meaning specified in Section 6.07.

“Protected Surviving Entity” has the meaning specified in Section 2.13(b).

“Protected Transaction Expenses” has the meaning specified in Section 4.03(b).

“Protected UK” means Protected.net Group Limited.

“Protected UK Cash Contribution” has the meaning specified in the Recitals hereto.

“Protected UK Debt Repayment” has the meaning specified in Section 2.14(b).

“Protected Written Consent” has the meaning specified in the Recitals hereto.

“Proxy Statement / Prospectus” has the meaning specified in Section 12.03(a)(i).

“Redeemed OM Members” has the meaning specified in the Preamble hereto.

“Redeemed OM Members S1 Holdco Unit Redemption” has the meaning specified in the Recitals hereto.

“Redeemed OM Members S1 Units” has the meaning specified in the Recitals hereto.

“Registration Rights Agreement” has the meaning specified in the Recitals hereto.

“Representative” means, as to any Person, any of the officers, directors, managers, employees, counsel, accountants, financial advisors, lenders and consultants of such Person.

“Required Information” means (a) the Required S1 Bank Financial Information and the Required Protected Bank Financial Information (it being understood that “Required Information” shall include the financial statements required by paragraphs 5(b)(i)(B) and 5(b)(ii)(B) of Exhibit C to the Debt Commitment Letter with respect to the fiscal quarter ending June 30, 2021 and that in the case of paragraphs 5(b)(i)(B) and 5(b)(ii)(B) of Exhibit C to the Debt Commitment Letter, only the relevant financial statements with respect to the fiscal quarter ending June 30, 2021 shall be “Required Information”) and (b) all customary financial information reasonably requested by Trebia regarding S1 Holdco and its Subsidiaries and Protected and its Subsidiaries (and reasonably available to S1 Holdco or Protected, as applicable) reasonably necessary in order for Trebia to prepare, complete and deliver the pro forma financial statements required by paragraph 5(c) of Exhibit C to the Debt Commitment Letter.

“Required Trebia Shareholder Approvals” has the meaning specified in Section 12.03(a)(i).

“S1” has the meaning specified in the Recitals hereto.

“S1 Contribution” has the meaning specified in the Recitals hereto.

“S1 Conversion” has the meaning specified in the Recitals hereto.

“S1 Holdco” has the meaning specified in the Preamble hereto.

“S1 Holdco Backstop Amount” means the Redeemed OM Members’ portion and OpenMail’s portion of the Seller Backstop Amount, as set forth in the Allocation Schedule.

“S1 Holdco Closing Cash Consideration” means an amount equal to the sum of (i) the S1 Holdco Purchase Price set forth on the Allocation Schedule, minus (ii) the VCU Escrow Amount, minus (iii) the System1 Bonus Amount (which shall be allocated as set forth on the Allocation Schedule), minus (iv) the S1 Holdco Backstop Amount, if any.

“S1 Holdco Closing Statement” has the meaning specified in Section 4.04(b).

“S1 Holdco Operating Agreement” means the fourth amended and restated operating agreement of S1 Holdco, dated as of April 15, 2019, as amended and restated in connection with the Transactions.

“S1 Holdco Recapitalization” has the meaning specified in the Recitals hereto.

“S1 Holdco Representations” means the representations and warranties of S1 Holdco expressly and specifically set forth in Article V of this Agreement, as qualified by the Disclosure Schedules.

“S1 Holdco Transaction Expenses” has the meaning specified in Section 4.03(a).

“S1 Holdco Units” has the meaning specified in the Recitals hereto.

“S1 Holdco VCUs” means value creation units issued by S1 Holdco pursuant to the S1 Holdco, LLC 2017 Value Creation Unit Plan or the S1 Holdco, LLC Legacy Value Creation Unit Plan (together, and each as amended from time to time, the “S1 Holdco VCU Plans”) that are outstanding as of immediately prior to the Effective Time.

“S1 Holdco Written Consent” has the meaning specified in the Recitals hereto.

“S1 Midco Debt Drawdown” has the meaning specified in the Recitals hereto.

“S1 Midco Debt Repayment” has the meaning specified in the Recitals hereto.

“Schedules” means the Disclosure Schedules.

“SEC” means the United States Securities and Exchange Commission.

“SEC Clearance Date” has the meaning specified in Section 12.03(a)(i).

“SEC Reports” has the meaning specified in Section 7.09(a).

“Securities Laws” means the securities laws of any state, federal or foreign entity and the rules and regulations promulgated thereunder.

“Seller Backstop Amount” means an amount equal to (i) $10 per share for each Trebia Class A Ordinary Share that is redeemed in connection with the Special Meeting, minus (ii) $417,500,000; provided that if the result of such calculation is less than or equal to zero, then the Seller Backstop Amount shall equal $0; and provided, further, that if the result of such calculation is greater than $45,000,000, the Seller Backstop Amount shall only equal such resulting number after and to the extent a valid Additional Seller Backstop Election has been made and, if no such Additional Seller Backstop Election has been made, the Seller Backstop Amount shall equal $45,000,000.

“Seller Earnout Shares” means 1,450,000 of the Trebia Class B Ordinary Shares.

“Seller Group” has the meaning specified in Section 15.18.

“Seller Material Adverse Effect” means, in respect of CSC Blockers, Court Square GPs, Blocker Parents, OpenMail, the Redeemed OM Members or the Protected Rollover Parties (as applicable), a material adverse effect on the ability of such Person to enter into this Agreement or consummate the transactions contemplated hereby.

“Seller Related Person” has the meaning specified in Section 12.01(g).

“Sellers” has the meaning specified in the definition of Allocation Schedule.

“Software” means any and all (a) computer programs, including any and all software implementation of algorithms, models and methodologies, whether in source code, object code, human readable form or other form, (b) user interfaces, report formats, firmware and development tools and (c) all documentation including user manuals and other training documentation relating to any of the foregoing.

“Special Meeting” means a meeting of the holders of Trebia Ordinary Shares to be held for the purpose of approving the Trebia Shareholder Matters.

“Specified CS Representations” has the meaning specified in Section 13.02(a)(i).

“Specified OM Representations” has the meaning specified in Section 13.02(a)(i).

“Specified Proceeds Reduction” has the meaning specified in Schedule 1.01(e) of the Disclosure Schedules.

“Specified Protected Representations” has the meaning specified in Section 13.02(a)(i).

“Specified Protected Rollover Representations” has the meaning specified in Section 13.02(a)(i).

“Specified Redeemed OM Member Representations” has the meaning specified in Section 13.02(a)(i).

“Specified System1 Representations” has the meaning specified in Section 13.02(a)(i).

“Specified Trebia Representations” has the meaning specified in Section 13.03(a)(i).

“Sponsor Agreement” means that certain Amended and Restated Letter Agreement, dated as of the date hereof, by and among the Founders, Trebia, S1 Holdco, Protected and certain other parties thereto, as amended, restated, modified or supplemented from time to time.

“Sponsor Person” has the meaning specified in the Sponsor Agreement.

“Stockholders Agreement” has the meaning specified in the Recitals hereto.

“Straddle Period” means any taxable period that begins on or before and ends after the Closing Date.

“Subsidiary” means, with respect to a Person, any corporation or other organization (including a limited liability company or a partnership), whether incorporated or unincorporated, of which such Person directly or indirectly owns or controls a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization or any organization of which such Person or any of its Subsidiaries is, directly or indirectly, a general partner or managing member.

“Surviving Provisions” has the meaning specified in Section 14.02.

“System1” means System1, LLC, a Delaware limited liability company.

“System1 Audited Financial Statements” has the meaning specified in Section 5.08(a).

“System1 Benefit Plan” has the meaning specified on Section 5.13(a).

“System1 Bonus Amount” means an amount not to exceed $1,200,000.

“System1 Disclosure Scheduled Intellectual Property” has the meaning specified on Section 5.19(a).

“System1 Employees” has the meaning specified on Section 5.13(a).

“System1 Financial Statements” has the meaning specified in Section 5.08(a).

“System1 Financing Agreement” means that certain Financing Agreement dated August 22, 2017, by and among Midco, as the Parent, System1 and each other subsidiary of Parent listed therein as a borrower, Parent and each other subsidiary of Parent listed thereto as a Guarantor (as defined therein), the lenders from time to time party thereto as lenders and Cerberus Business Finance, LLC, as Collateral Agent and Administrative Agent, as amended on November 6, 2017, October 16, 2018, December 28, 2018, March 12, 2019, September 19, 2019, March 12, 2020 and November 13, 2020.

“System1 Interim Financial Statements” has the meaning specified in Section 5.08(a).

“System1 IT Systems” has the meaning specified in Section 5.19(c).

“System1 Leases” has the meaning specified in Section 5.18(a).

“System1 Licensed Intellectual Property” has the meaning specified on Section 5.19(a).

“System1 Material Contracts” has the meaning specified in Section 5.12(a).

“System1 Owned Intellectual Property” means any Intellectual Property owned or purported to be owned by S1 Holdco or any System1 Subsidiary.

“System1/Protected Cure Period” has the meaning specified in Section 14.01(b).

“System1 Related Party Contracts” has the meaning specified in Section 5.24.

“System1 Securities” has the meaning specified in Section 5.06.

“System1 Software” has the meaning specified in Section 5.19(c).

“System1 Subsidiaries” means the Subsidiaries of S1 Holdco.

“System1 Subsidiary Securities” has the meaning specified in Section 5.06(c).

“Tax” means any federal, state, provincial, territorial, local, foreign and other net income tax, alternative or add-on minimum tax, franchise tax, gross income, adjusted gross income or gross receipts tax, employment related tax (including employee withholding or employer payroll tax) ad valorem, transfer, franchise, license, excise, severance, stamp, occupation, premium, personal property, real property, capital stock, profits, disability, registration, imposts, levies, contributions, value added (including VAT), estimated, customs duties, and sales or use tax, or other tax or like assessment or charge, together with any interest, penalty, surcharge, fine, addition to tax or additional amount imposed with respect thereto by a Governmental Authority.

“Tax Contest” has the meaning specified in Section 12.05(h).

“Tax Receivable Agreement” has the meaning specified in the Recitals hereto.

“Tax Return” means any return, report, statement, refund, claim, declaration, surrender, disclaimer, notice, consent, computations, information return, statement, estimate or other document filed or required to be filed with a Governmental Authority in respect of Taxes, including any schedule or attachment thereto and including any amendments thereof.

“Terminating System1/Protected Breach” has the meaning specified in Section 14.01(b).

“Terminating Trebia Breach” has the meaning specified in Section 14.01(c).

“Termination Date” has the meaning specified in Section 14.01(b).

“Trading Day” means a day on which shares of Trebia Class A Common Stock are traded on the NYSE.

“Transaction Agreements” means this Agreement, the Registration Rights Agreement, the Stockholders Agreement, the Sponsor Agreements, the Backstop Agreement, the Trebia Certificate of Incorporation, the Trebia Bylaws, the Tax Receivable Agreement, the New S1 Holdco Operating Agreement, the Protected Support Agreement and all the agreements, documents, instruments and certificates entered into in connection herewith or therewith and any and all exhibits and schedules thereto.

“Transaction Expenses” means the aggregate amount of the S1 Holdco Transaction Expenses, the Protected Transaction Expenses and Trebia Transaction Expenses.

“Transactions” means the transactions contemplated by this Agreement and each of the Transaction Agreements.

“Transfer Taxes” has the meaning specified in Section 12.05(a).

“Trasimene Sponsor” has the meaning specified in the Recitals hereto.

“Treasury Regulations” means the regulations, including proposed and temporary regulations, promulgated under the Code.

“Trebia” has the meaning specified in the Preamble hereto.

“Trebia Affiliate Agreement” has the meaning specified in Section 7.19(c).

“Trebia Available Cash” means, as of immediately prior to Closing, all available Cash and Cash Equivalents of the Trebia Parties, including (i) Available Trust Proceeds and (ii) the Cannae Backstop Proceeds but excluding the Trebia Finco LLC Debt Commitment Amount.

“Trebia Benefit Plan” has the meaning specified in Section 7.11.

“Trebia Board” means the Board of Directors of Trebia.

“Trebia Board Recommendation” has the meaning specified in the Recitals hereto.

“Trebia Bylaws” has the meaning specified in the Recitals hereto.

“Trebia Cash Contribution” has the meaning specified in the Recitals hereto.

“Trebia Certificate of Incorporation” has the meaning specified in the Recitals hereto.

“Trebia Class A Common Stock” means the shares of Class A common stock, par value $0.0001 per share, of Trebia to be authorized pursuant to the Trebia Certificate of Incorporation.

“Trebia Class A Ordinary Shares” means the Class A ordinary shares, par value $0.0001 per share, of Trebia authorized pursuant to Trebia’s Memorandum and Articles of Association.

“Trebia Class B Ordinary Shares” means the Class B ordinary shares, par value $0.0001 per share, of Trebia authorized pursuant to Trebia’s Memorandum and Articles of Association.

“Trebia Class C Common Stock” means the non-economic shares of Class C common stock, par value $0.0001 per share, of Trebia to be authorized pursuant to the Trebia Certificate of Incorporation.

“Trebia Class D Common Stock” means the Class D common stock, par value $0.0001 per share, of Trebia to be authorized pursuant to the Trebia Certificate of Incorporation.

“Trebia Closing Statement” has the meaning specified in Section 4.04(a).

“Trebia Common Stock” means following the Domestication, Trebia Class A Common Stock, the Trebia Class C Common Stock and the Trebia Class D Common Stock.

“Trebia Cure Period” has the meaning specified in Section 14.01(c).

“Trebia Excess Cash” means (i) the Trebia Available Cash, minus (ii) the Trebia Required Cash, minus (iii) any Transaction Expenses to be paid by Trebia.

“Trebia Financial Statements” has the meaning specified in Section 7.09(a).

“Trebia Finco Debt Drawdown” has the meaning specified in the Recitals hereto.

“Trebia LLC Effective Time” has the meaning specified in Section 2.13(c).

“Trebia Material Adverse Effect” has the meaning specified in Section 7.01(a).

“Trebia Material Contracts” has the meaning specified in Section 7.19(a).

“Trebia Merger Sub” has the meaning specified in the Preamble hereto.

“Trebia Merger Sub LLC” has the meaning specified in the Preamble hereto.

“Trebia Ordinary Shares” means the Trebia Class A Ordinary Shares and Trebia Class B Ordinary Shares.

“Trebia Organizational Documents” means Trebia’s Memorandum and Articles of Association, as amended and in effect on the date hereof and, after the Domestication, the Trebia Certificate of Incorporation and Trebia Bylaws.

“Trebia Parties” means Trebia, Trebia Merger Sub and Trebia Merger Sub LLC.

“Trebia Preferred Stock” has the meaning specified in Section 7.13(a).

“Trebia Representations” means the representations and warranties of the Trebia Parties expressly and specifically set forth in Article VI of this Agreement, as qualified by the Disclosure Schedules. For the avoidance of doubt, the Trebia Representations are solely made by Trebia and, solely for the purposes of Section 7.05, Trebia Merger Sub.

“Trebia Required Cash” means the sum of the amount of Cash and Cash Equivalents required to be paid by the Trebia Parties pursuant to Section 3.01(a), Section 3.01(b), Section 3.01(e)(i), Section 3.01(f)(i) and Section 3.03(a).

“Trebia RSUs” means restricted stock units covering shares of Trebia Class A Common Stock.

“Trebia Service Providers” means, collectively, the employees, consultants, independent contractors and directors of Trebia and its Subsidiaries.

“Trebia Shareholder Matters” has the meaning specified in Section 12.03(a)(i).

“Trebia Shareholder Redemption” has the meaning specified in Section 12.03(a)(i).

“Trebia Shareholder Redemption Value” means an amount equal to the product of $10 multiplied by the number of Trebia Class A Ordinary Shares that are redeemed in connection with the Special Meeting.

“Trebia Shareholders” means (a) as of the Closing Date, the holders of Trebia Ordinary Shares and (b) following the Domestication, holders of shares of Trebia Common Stock.

“Trebia Stock Price” means the volume weighted average trading price of Trebia Class A Common Stock (as reported by Bloomberg L.P. or, if not reported therein, another authoritative source chosen by Trebia) for the 20 consecutive Trading Days ending on (and including) the Trading Day that is 5 Trading Days prior to the due date for payment of the Year 3 Stock Bonus Pool or Year 4 Stock Bonus Pool, as applicable.

“Trebia Transaction Expenses” has the meaning specified in Section 4.03(c).

“Trebia Warrant” means a warrant that entitles the holder to purchase one share of Trebia Class A Ordinary Share at a price of $11.50 per share.

“Trust Account” has the meaning specified in Section 7.07(a).

“Trust Agreement” has the meaning specified in Section 7.07(a).

“Trustee” has the meaning specified in Section 7.07(a).

“UK Bribery Act” means the Bribery Act 2010 of the United Kingdom, as amended, and the rules and regulations thereunder.

“Ultimate Parent Entities” has the meaning specified in Section 12.01(b).

“Unitholder Representative” means OpenMail, acting on behalf of S1 Holdco’s direct or indirect pre-Closing equityholders following the Closing as set forth herein.

“Unvested VCUs” has the meaning specified in Section 12.10(a).

“Value Creation Units” mean, collectively, the OpenMail VCUs and the S1 Holdco VCUs.

“VCU Assumption Issuance” has the meaning specified in the Recitals.

“VCU Escrow Agreement” means the Escrow Agreement to be entered into prior to the Closing Date between the escrow agent party thereto and S1 Holdco in a form to be agreed by the parties thereto and Trebia, which will provide for payment by such escrow agent to each holder of Unvested VCUs pursuant to an agreed exhibited schedule for each such holder, subject to such holder’s continued employment with Trebia and its Subsidiaries.

“VCU Escrow Amount” means the aggregate amount set forth on the Allocation Schedule that may become payable in cash in respect of Unvested VCUs pursuant to the terms of the VCU Escrow Agreement and this Agreement.

“VCU Plans” means, collectively, the OpenMail VCU Plan and the S1 Holdco VCU Plans.

“VCU Vesting Date” has the meaning specified in Section 12.10(a).

“VCU Vesting Schedule” has the meaning specified in Section 12.10(c).

“Vested VCUs” has the meaning specified in Section 12.10(a).

“WARN Act” has the meaning specified in Section 5.14(a).

“Warrant Agreement” means that certain Warrant Agreement, dated as of June 19, 2020, between Trebia and Continental Stock Transfer & Trust Company, a New York corporation.

“Willful Breach” has the meaning specified in Section 14.02.

“Year 3 Eligible Recipients” means, as of December 31, 2023, (a) Trebia Service Providers as of such date, and (b) if Chris Philips is a Trebia Service Provider as of such date, JDI.

“Year 4 Eligible Recipients” means, as of December 31, 2024, (a) Trebia Service Providers as of such date, and (b) if Chris Philips is a Trebia Service Provider as of such date, JDI.

Section 1.02.               Construction.

(a)                Unless the context of this Agreement otherwise requires, (i) words of any gender include each other gender, (ii) words using the singular or plural number also include the plural or singular number, respectively, (iii) the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words refer to this entire Agreement, (iv) the terms “Article”, “Section”, “Schedule”, “Exhibit” and “Annex” refer to the specified Article, Section, Schedule, Exhibit or Annex of or to this Agreement unless otherwise specified, (v) the word “including” shall mean “including without limitation,” (vi) the word “or” shall be disjunctive but not exclusive, and (vii) the phrase “to the extent” means the degree to which a thing extends (rather than if).

(b)                When used herein, “ordinary course of business” means an action taken, or omitted to be taken, in the ordinary and usual course of S1 Holdco and its Subsidiaries’ business, or Protected and its Subsidiaries’ business, as applicable, in each case consistent with past practice (including, for the avoidance of doubt, actions taken in light of COVID-19).

(c)                Unless the context of this Agreement otherwise requires, references to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto.

(d)                Unless the context of this Agreement otherwise requires, references to statutes shall include all regulations promulgated thereunder and references to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending or replacing the statute or regulation.

(e)                The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any Party.

(f)                 Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. When calculating the time period before which, within which or following which, any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded.

(g)                Unless context otherwise requires, all accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP.

(h)                The phrases “provided to,” “furnished to,” “made available” and phrases of similar import when used herein, unless the context otherwise requires, means that a copy of the information or material referred to has been provided no later than 5:00 p.m. ET on the day immediately prior to the date of this Agreement to the Party to which such information or material is to be provided or furnished in connection with this Agreement (i) in the “Orchid” virtual “data room” hosted by Datasite or (ii) by delivery to such Party or its legal counsel via electronic mail or hard copy form.

Section 1.03.          Knowledge. As used herein, the phrase “to the knowledge” shall mean the actual knowledge after reasonable inquiry of direct reports with operational responsibility for the fact or matter in question, in the case of S1 Holdco or Protected, of the persons set forth on Section 1.03(a) of the Disclosure Schedules and, in the case of the Trebia Parties, of the persons set forth on Section 1.03(b) of the Disclosure Schedules.

Section 1.04.          Equitable Adjustments. If, between the date of this Agreement and the Closing, the Trebia Ordinary Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, reorganization, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, or if there shall have been any breach by Trebia with respect to its Trebia Ordinary Shares or rights to acquire Trebia Ordinary Shares, then any number, value (including dollar value) or amount contained herein which is based upon the number of shares of Trebia Ordinary Shares will be appropriately adjusted to provide to the holders of Trebia Ordinary Shares, the holders of S1 Holdco Units and the holders of shares of Protected Common Stock, as applicable, the same economic effect as contemplated by this Agreement prior to such event; provided, however, that this Section 1.04 shall not be construed to permit the Trebia Parties to take any action with respect to their respective securities that is prohibited by the terms and conditions of this Agreement.

Article II
Domestication; S1 Contribution; Blocker Pre-Closing Reorganization; Share Acquisitions; Mergers; Contributions

Section 2.01.               The Domestication; S1 Contribution.

(a)                No later than the day immediately prior to the Closing Date, the Domestication shall occur. In connection with the Domestication, upon the filing of the Trebia Certificate of Incorporation with the Secretary of State of Delaware, (a) each Trebia Class B Ordinary Share (other than the Founder Earnout Shares and the shares forfeited pursuant to clause (c) of this Section 2.01(a)) will convert automatically into one share of Trebia Class A Common Stock, (b) each Founder Earnout Share will convert automatically into one share of Trebia Class D Common Stock, (c) 1,450,000 shares of Trebia Class B Ordinary Shares held by the Founders shall be forfeited and (d) each then issued and outstanding Trebia Warrant will convert automatically into a warrant to acquire one share of Trebia Common Stock.

(b)                On the Closing Date prior to the Blocker Pre-Closing Reorganization, S1 Holdco shall cause the S1 Contribution to occur and shall provide Trebia with reasonable information with respect to the consummation of such transactions.

Section 2.02.               Backstops; Repayment of S1 Midco Debt.

(a)                Cannae Backstop. Prior to and in connection with the Closing and in accordance with the terms of the Backstop Agreement, Cannae will pay and deliver to Trebia an amount up to the Cannae Backstop Amount, which amount will be used to fund (A) to the extent that the Trebia Shareholder Redemption Value, if any, is less than $200,000,000, fifty percent (50%) of such amount and (B) to the extent that the Trebia Shareholder Redemption Value, if any, is in excess of $200,000,000 but less than $300,000,000, the amount funded pursuant to clause (A) plus one-hundred percent (100%) of such amount between $200,000,000 and $300,000,000 and, in accordance with the terms of the Backstop Agreement, Cannae shall subscribe for a number of shares of Trebia Class A Common Stock equal to such aggregate amount divided by $10.

(b)                Trebia Finco LLC Borrowing. In connection with the Closing, prior to or substantially contemporaneously with the Closing, certain of the Debt Financing Sources will fund to Trebia an amount equal to the Trebia Finco LLC Debt Commitment Amount To the extent that (A) the Trebia Shareholder Redemption Value, if any, is less than $200,000,000, an amount equal to fifty percent (50%) of the payments required to be made in connection with the Trebia Shareholder Redemption shall be drawn from the Trebia Finco LLC Debt Commitment Amount and (B) the Trebia Shareholder Redemption Value, if any, is greater than $300,000,000 but less than $417,500,000, an amount equal to the amount drawn pursuant to clause (A) plus one-hundred percent (100%) of such amount between $300,000,000 and $417,500,000, shall be drawn from the Trebia Finco LLC Debt Commitment Amount in connection with the payments required to be made in connection with the Trebia Shareholder Redemption.

(c)                Additional Seller Backstop Election. Within three Business Days of OpenMail’s receipt of the final report with respect to the Trebia Shareholder Redemption, to the extent that the Trebia Shareholder Redemption Value, if any, is greater than $462,500,000, the Redeemed OM Members, OpenMail and Protected shall notify Trebia of its election to implement the Additional Seller Backstop Election and will reflect such Additional Seller Backstop Election in the Allocation Schedule to be delivered pursuant to Section 4.04. In the event that the Redeemed OM Members, OpenMail and Protected notify Trebia of such election, then (i) the Closing Cash Consideration otherwise payable to the Redeemed OM Members, OpenMail and Protected shall be reduced by an amount equal to the Trebia Shareholder Redemption Value, if any, in excess of $417,500,000 but less than $462,500,000, (ii) the number of S1 Holdco Units to be redeemed by S1 Holdco from the Redeemed OM Members and OpenMail shall be correspondingly reduced, and (iii) the Closing Seller Equity Consideration to be paid in connection with the Protected Merger shall be increased by a number of shares of Trebia Class A Common Stock equal to such Protected Rollover Party’s portion of the amount provided pursuant to the Additional Seller Backstop Election divided by $10, in each case, in accordance with the terms and subject to the conditions of this Agreement and in the proportions set forth on the Allocation Schedule to be delivered pursuant to Section 4.04.

(d)                S1 Midco Debt Repayment. In connection with the Closing, Midco shall use part of the proceeds of the S1 Midco Debt Commitment Amount to prepay all outstanding Borrowed Money Debt under the System1 Financing Agreement and any accrued and unpaid interests, fees or premiums thereon and any other amount necessary to effectuate the termination of the System1 Financing Agreement and the release of any guarantees thereof and any security provided in connection therewith (the “Midco/System1 Debt Repayment”).

Section 2.03.              Blocker Pre-Closing Reorganization. On the Closing Date, immediately following the Trebia Finco Debt Drawdown, the S1 Midco Debt Drawdown and the S1 Midco Debt Repayment and prior to the consummation of the CSC Blocker Share Acquisitions, without breach of any representation, warranty, covenant or agreement under this Agreement, (a) CSC Blocker 1, its equityholders, the Court Square GPs, and their respective affiliates shall effect the transactions substantially in the form set forth on Section 2.03(a) of the Disclosure Schedules, (b) CSC Blocker 2, its equityholders, the Court Square GPs, and their respective affiliates shall effect the transactions substantially in the form set forth on Section 2.03(b) of the Disclosure Schedules and (c) CSC Blocker 3, its equityholders, the Court Square GPs, and their respective affiliates shall effect the transactions substantially in the form set forth on Section 2.03(c) of the Disclosure Schedules (collectively, the “Blocker Pre-Closing Reorganization”), and shall provide Trebia with reasonable information with respect to the consummation of such transactions.

Section 2.04.              The CSC Blocker Share Acquisitions.

(a)                Subject to the terms and conditions set forth herein, on the Closing Date, immediately following the Blocker Pre-Closing Reorganization and prior to the Blocker Merger Effective Time, Court Square III L.P. shall sell, transfer and deliver to Trebia, and Trebia shall purchase and acquire from Court Square III L.P., 100% of the capital securities of CSC Blocker 1 free and clear of any Liens (other than the restrictions under applicable Securities Laws and Permitted Liens) for Court Square III L.P.’s portion of the S1 Holdco Closing Cash Consideration as set forth in the Allocation Schedule.

(b)                Subject to the terms and conditions set forth herein, on the Closing Date, immediately following the Blocker Pre-Closing Reorganization and prior to the Blocker Merger Effective Time, Court Square (Offshore) L.P. shall sell, transfer and deliver to Trebia, and Trebia shall purchase and acquire from Court Square (Offshore) L.P., 100% of the capital securities of CSC Blocker 2 free and clear of any Liens (other than the restrictions under applicable Securities Laws and Permitted Liens) for Court Square (Offshore) L.P.’s portion of the S1 Holdco Closing Cash Consideration as set forth in the Allocation Schedule.

(c)                Subject to the terms and conditions set forth herein, on the Closing Date, immediately following the Blocker Pre-Closing Reorganization and prior to the Blocker Merger Effective Time, Court Square III-A L.P. shall sell, transfer and deliver to Trebia, and Trebia shall purchase and acquire from Court Square III-A L.P., 100% of the capital securities of CSC Blocker 3 free and clear of any Liens (other than the restrictions under applicable Securities Laws and Permitted Liens) for Court Square III-A L.P.’s portion of the S1 Holdco Closing Cash Consideration as set forth in the Allocation Schedule.

Section 2.05.               The Blocker Mergers.

(a)                On the Closing Date, immediately following the CSC Blocker Share Acquisitions and prior to the Court Square Unit Redemptions, on the terms and subject to the conditions set forth herein, on the Closing Date:

(i)                 CSC Blocker 1 and Trebia shall cause the CSC Blocker 1 Merger to be consummated by filing a certificate of merger (the “Blocker 1 Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the provisions of the DGCL (the time of such filing, or such later time as may be agreed in writing by S1 Holdco and Trebia and specified in the Blocker 1 Certificate of Merger, being the “CSC Blocker Merger 1 Effective Time”);

(ii)                CSC Blocker 2 and Trebia shall cause the CSC Blocker 2 Merger to be consummated by filing a certificate of merger (the “Blocker 2 Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the provisions of the DGCL (the time of such filing, or such later time as may be agreed in writing by S1 Holdco and Trebia and specified in the Blocker 2 Certificate of Merger, being the “CSC Blocker Merger 2 Effective Time”); and

(iii)               CSC Blocker 3 and Trebia shall cause the CSC Blocker 3 Merger to be consummated by filing a certificate of merger (the “Blocker 3 Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the provisions of the DGCL (the time of such filing, or such later time as may be agreed in writing by S1 Holdco and Trebia and specified in the Blocker 3 Certificate of Merger, being the “CSC Blocker Merger 3 Effective Time”).

(b)                On the terms and subject to the conditions set forth herein and in accordance with the applicable provisions of the DGCL:

(i)                 at the CSC Blocker Merger 1 Effective Time, CSC Blocker 1 and Trebia shall consummate the CSC Blocker 1 Merger, pursuant to which CSC Blocker 1 shall be merged with and into Trebia, following which the separate corporate existence of CSC Blocker 1 will cease and Trebia will continue as the surviving entity after the CSC Blocker 1 Merger;

(ii)               at the CSC Blocker Merger 2 Effective Time, CSC Blocker 2 and Trebia shall consummate the CSC Blocker 2 Merger, pursuant to which CSC Blocker 2 shall be merged with and into Trebia, following which the separate corporate existence of CSC Blocker 2 will cease and Trebia will continue as the surviving entity after the CSC Blocker 2 Merger; and

(iii)              at the CSC Blocker Merger 3 Effective Time, CSC Blocker 3 and Trebia shall consummate the CSC Blocker 3 Merger, pursuant to which CSC Blocker 3 shall be merged with and into Trebia, following which the separate corporate existence of CSC Blocker 3 will cease and Trebia will continue as the surviving entity after the CSC Blocker 3 Merger.

Section 2.06.               Court Square Unit Redemptions.

(a)                Subject to the terms and conditions set forth herein, on the Closing Date immediately following the occurrence of the CSC Blocker Merger 1 Effective Time, the CSC Blocker Merger 2 Effective Time and the CSC Blocker Merger 3 Effective Time and prior to the S1 Conversion, S1 Holdco shall redeem, and Court Square Capital GP shall agree to the redemption of, all S1 Holdco Units held by Court Square Capital GP free and clear of any Liens (other than the restrictions under applicable Securities Laws and Permitted Liens) for Court Square Capital GP’s portion of the S1 Holdco Closing Cash Consideration as set forth in the Allocation Schedule.

(b)                Subject to the terms and conditions set forth herein, on the Closing Date immediately following the occurrence of the CSC Blocker Merger 1 Effective Time, the CSC Blocker Merger 2 Effective Time and the CSC Blocker Merger 3 Effective Time and prior to the S1 Conversion, S1 Holdco shall redeem, and Court Square Executive shall agree to the redemption of, all S1 Holdco Units held by Court Square Executive free and clear of any Liens (other than the restrictions under applicable Securities Laws and Permitted Liens) for Court Square Executive’s portion of the S1 Holdco Closing Cash Consideration as set forth in the Allocation Schedule.

(c)                Subject to the terms and conditions set forth herein, on the Closing Date immediately following the occurrence of the CSC Blocker Merger 1 Effective Time, the CSC Blocker Merger 2 Effective Time and the CSC Blocker Merger 3 Effective Time and prior to the S1 Conversion, S1 Holdco shall redeem, and Court Square III L.P. shall agree to the redemption of, all S1 Holdco Units held by Court Square III L.P. free and clear of any Liens (other than the restrictions under applicable Securities Laws and Permitted Liens) for Court Square III L.P.’s portion of the S1 Holdco Closing Cash Consideration as set forth in the Allocation Schedule.

Section 2.07.               S1 Conversion

(a)                On the Closing Date, immediately following the consummation of the Court Square Unit Redemptions and prior to the S1 Holdco Recapitalization, on the terms and subject to the conditions set forth herein, S1 Holdco shall cause S1 to convert to a Delaware corporation in accordance with Section 265(h) of the DGCL and Section 216 of the DLLCA.

Section 2.08.               S1 Holdco Recapitalization; Trebia Excess Cash Contribution; OpenMail Redemption.

(a)                On the Closing Date, immediately following the S1 Conversion and prior to the OpenMail Redemption, S1 Holdco, OpenMail and Trebia shall cause the S1 Holdco Recapitalization to occur and, in connection therewith, shall deliver to one another a fully executed copy of the New S1 Holdco Operating Agreement.

(b)                On the Closing Date, immediately following the S1 Holdco Recapitalization and prior to the OpenMail Redemption, Trebia and S1 Holdco shall cause the Trebia Excess Cash Contribution to occur.

(c)                On the Closing Date, immediately following the S1 Holdco Recapitalization and prior to the Redeemed OM Members S1 Holdco Unit Redemption, OpenMail and the Redeemed OM Members shall cause the OpenMail Redemption to occur, and shall provide Trebia with reasonable information with respect to the consummation of such transactions.

Section 2.09.               Redeemed OM Members S1 Holdco Unit Redemption.

(a)                Subject to the terms and conditions set forth herein, on the Closing Date, immediately following the OpenMail Redemption and prior to the OpenMail S1 Holdco Unit Redemption (x) S1 Holdco shall redeem, and the Redeemed OM Members shall agree to the redemption of, the Redeemed OM Members S1 Units from the Redeemed OM Members in exchange for the Redeemed OM Members’ applicable portion of the S1 Holdco Closing Cash Consideration as set forth in the Allocation Schedule (less, if an Additional Seller Backstop Election has been made, the relevant Allocated Percentage (if any) of the Specified Proceeds Reduction (if any)) and (y) Trebia shall issue to the Redeemed OM Members a number of shares of Trebia Class C Common Stock equal to the number of New S1 Holdco Class B Units held by the Redeemed OM Members immediately following the Redeemed OM Members S1 Holdco Unit Redemption and in consideration for the payment to Trebia by the Redeemed OM Members of $1.

(b)                At the Effective Time, each of Trebia and the Redeemed OM Members shall deliver to the other fully executed copies of the New S1 Holdco Operating Agreement and the Tax Receivable Agreement.

Section 2.10.               OpenMail S1 Holdco Unit Redemption.

(a)                Subject to the terms and conditions set forth herein, on the Closing Date and immediately following the Redeemed OM Members S1 Holdco Unit Redemption and prior to the Protected Reorganization (x) S1 Holdco shall redeem, and OpenMail shall agree to the redemption of, the OpenMail S1 Units from OpenMail in exchange for OpenMail’s applicable portion of the S1 Holdco Closing Cash Consideration as set forth in the Allocation Schedule (less, if an Additional Seller Backstop Election has been made, the relevant Allocated Percentage (if any) of the Specified Proceeds Reduction (if any)) and (y) Trebia shall issue to OpenMail a number of shares of Trebia Class C Common Stock equal to the number of New S1 Holdco Class B Units held by OpenMail immediately following the OpenMail S1 Holdco Unit Redemption in consideration for the payment to Trebia by OpenMail of $1.

(b)                At the Effective Time, each of Trebia and OpenMail shall deliver to the other fully executed copies of the New S1 Holdco Operating Agreement and the Tax Receivable Agreement.

Section 2.11.               The Protected Reorganization. On the Closing Date, immediately following the OpenMail S1 Holdco Unit Redemption and prior to the Protected Rollover, the Protected Reorganization shall occur in accordance with the terms of the Protected Support Agreement.

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 Protected Rollover Schedule; provided, that the Protected Rollover Schedule may be amended to reflect additional Protected Rollover Parties (the “Post-Signing Protected Rollover Parties”), subject to (x) Trebia’s written consent to the inclusion of each such Post-Signing Protected Rollover Party on the Protected Rollover Schedule and (y) such Post-Signing Protected Rollover Party duly executing a joinder to this Agreement. 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 (less, if an Additional Seller Backstop Election has been made, the relevant Allocated Percentage (if any) of the Specified Proceeds Reduction (if any)), (ii) pay such Protected Rollover Party’s applicable portion of the Protected Closing Cash Consideration as set forth in the Allocation Schedule, and (iii) 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 2.13.               Protected Merger; LLC Merger; Finco-LLC Merger; Protected Contribution; LLC-Midco Merger.

(a)                Immediately following the Protected Rollover and prior to the LLC Merger, on the terms and subject to the conditions set forth herein, on the Closing Date, Trebia Merger Sub and Protected shall cause the Protected Merger to be consummated by filing a certificate of merger (the  

“Protected Certificate of Merger”), with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL (the time of such filing, or such later time as may be agreed in writing by Protected and Trebia and specified in the Protected Certificate of Merger, being the “Protected Effective Time”).

(b)                At the Protected Effective Time, on the terms and subject to the conditions set forth herein and in accordance with the applicable provisions of the DGCL, Trebia Merger Sub and Protected shall consummate the Protected Merger, pursuant to which Trebia Merger Sub shall be merged with and into Protected, following which the separate existence of Trebia Merger Sub will cease and Protected (the “Protected Surviving Entity”) will continue as the surviving entity in the Protected Merger and as a direct, wholly owned Subsidiary of Trebia.

(c)                Immediately after the Protected Effective Time, on the terms and subject to the conditions set forth herein, on the Closing Date, Trebia Merger Sub LLC and the Protected Surviving Entity shall cause the LLC Merger to be consummated by filing a certificate of merger (the “LLC Certificate of Merger”), with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL and the DLLCA (the time of such filing, or such later time as may be agreed in writing by Protected and Trebia and specified in the LLC Certificate of Merger, the “Trebia LLC Effective Time”).

(d)                At the Trebia LLC Effective Time, on the terms and subject to the conditions set forth herein and in accordance with the applicable provisions of the DGCL and DLLCA, Trebia Merger Sub LLC and the Protected Surviving Entity shall consummate the LLC Merger, pursuant to which the Protected Surviving Entity shall be merged with and into Trebia Merger Sub LLC, following which the separate existence of the Protected Surviving Entity will cease and Protected Holding LLC will continue as the surviving entity in the LLC Merger and as a direct, wholly owned Subsidiary of Trebia.

(e)                Immediately following the LLC Merger and prior to the LLC-Midco Merger, on the terms and subject to the conditions set forth herein, on the Closing Date, Protected Holding LLC and Trebia Finco LLC shall cause the Finco-LLC Merger to be consummated by filing a certificate of merger (the “Finco-LLC Certificate of Merger”), with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DLLCA (the time of such filing, or such later time as may be agreed in writing by Protected and Trebia and specified in the Finco-LLC Certificate of Merger, being the “Finco-LLC Effective Time”).

(f)                 At the Finco-LLC Effective Time, on the terms and subject to the conditions set forth herein and in accordance with the applicable provisions of the DLLCA, Protected Holding LLC and Trebia Finco LLC shall consummate the Finco-LLC Merger, pursuant to which Trebia Finco LLC shall be merged with and into Protected Holding LLC, following which the separate existence of Trebia Finco LLC will cease and Protected Holding LLC will continue as the surviving entity in the Finco-LLC Merger and as a direct, wholly owned Subsidiary of Trebia.

(g)                On the Closing Date, immediately following the Finco-LLC Effective Time and prior to the LLC-Midco Merger, on the terms and subject to the conditions set forth herein, Trebia shall assign, transfer, convey, deliver and contribute to S1 Holdco, free and clear of all Liens (other than the restrictions under applicable Securities Laws and Permitted Liens), all of the outstanding equity interests of Protected Holding LLC, in exchange for the issuance by S1 Holdco to Trebia of such number of New S1 Holdco Class A Units as set forth on the Allocation Schedule (the consummation of such assignment, transfer, conveyance, delivery, contribution and exchange, the “Effective Time”).

(h)                Immediately following the Protected Contribution and prior to the LLC-Protected UK Cash Contribution, on the terms and subject to the conditions set forth herein, on the Closing Date, Protected Holding LLC and S1 Midco shall cause the LLC-Midco Merger to be consummated by filing a certificate of merger (the “LLC-Midco Certificate of Merger”), with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DLLCA (the time of such filing, or such later time as may be agreed in writing by S1 Holdco and Trebia and specified in the LLC-Midco Certificate of Merger, being the “LLC-Midco Effective Time”).

(i)                 At the LLC-Midco Effective Time, on the terms and subject to the conditions set forth herein and in accordance with the applicable provisions of the DLLCA, Protected Holding LLC and S1 Midco shall consummate the LLC-Midco Merger, pursuant to which S1 Midco shall be merged with and into Protected Holding LLC, following which the separate existence of S1 Midco will cease and Protected Holding LLC will continue as the surviving entity in the LLC-Midco Merger and as a direct, wholly owned Subsidiary of S1 Holdco.

Section 2.14.               LLC-Protected UK Cash Contribution; Protected UK Debt Repayment.

(a)                On the Closing Date, immediately after the LLC-Midco Effective Time, on and subject to the conditions set forth herein and prior to the Protected UK Debt Repayment, Protected Holdings LLC will contribute cash to Protected UK in an amount sufficient to permit the Protected UK Debt Repayment to occur.

(b)                On the Closing Date, immediately after the Protected UK Cash Contribution, on the terms and subject to the conditions set forth herein, Protected UK shall prepay the then current outstanding principal of all Borrowed Money Debt under the Bank Financing Agreement and any accrued and unpaid interests, fees or premiums thereon and any other amount necessary to effectuate the termination of the Bank Financing Agreement and the release of any guarantees thereof and any security provided in connection therewith (the “Protected UK Debt Repayment”).

Section 2.15.               Reserved.

Section 2.16.              The Mergers.

(a)                At the applicable Blocker Merger Effective Time, the effect of such Blocker Merger will be as provided in this Agreement, the applicable Blocker Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the applicable Blocker Merger Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of the applicable CSC Blocker shall become the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of Trebia, which shall include the assumption by Trebia of any and all agreements, covenants, duties and obligations of the respective CSC Blocker set forth in this Agreement to be performed after such effective time.

(b)                At the Protected Effective Time, the effect of the Protected Merger will be as provided in this Agreement, the Protected Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Protected Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of Trebia Merger Sub shall become the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of the Protected Surviving Entity, which shall include the assumption by the Protected Surviving Entity of any and all agreements, covenants, duties and obligations of Trebia Merger Sub set forth in this Agreement to be performed after the Protected Effective Time.

(c)                At the Trebia LLC Effective Time, the effect of the LLC Merger will be as provided in this Agreement, the LLC Certificate of Merger and the applicable provisions of the DGCL and DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Trebia LLC Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of the Protected Surviving Entity shall become the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of Protected Holding LLC, which shall include the assumption by Protected Holding LLC of any and all agreements, covenants, duties and obligations of the Protected Surviving Entity set forth in this Agreement to be performed after the Trebia LLC Effective Time.

(d)                At the Finco-LLC Effective Time, the effect of the Finco-LLC Merger will be as provided in this Agreement, the Finco-LLC Certificate of Merger and the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Finco-LLC Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of Trebia Finco LLC shall become the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of Protected Holding LLC, which shall include the assumption by Protected Holding LLC of any and all agreements, covenants, duties and obligations of Trebia Finco LLC set forth in this Agreement to be performed after the Finco-LLC Effective Time.

(e)                At the LLC-Midco Effective Time, the effect of the LLC-Midco Merger will be as provided in this Agreement, the LLC-Midco Certificate of Merger and the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the LLC-Midco Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of S1 Midco shall become the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of Protected Holding LLC, which shall include the assumption by Protected Holding LLC of any and all agreements, covenants, duties and obligations of S1 Midco set forth in this Agreement to be performed after the LLC-Midco Effective Time.

Section 2.17.              Founder Trebia Warrants Purchase. In connection with and conditioned upon the Closing, subject to the terms and conditions of this Agreement, BGPT Sponsor shall sell and transfer 500,000 Founder Trebia Warrants to each of Lone Star Friends Trust and JDI in accordance with the Allocation Schedule for a purchase price of $1.50 per Founder Trebia Warrant (the “Founder Trebia Warrants Purchase”).

Section 2.18.               Governing Documents; Directors and Officers.

(a)                At the applicable Blocker Merger Effective Time, by virtue of such Blocker Merger and in accordance with the DGCL, the Trebia Organizational Documents in effect at the Blocker Merger Effective Time shall be the organizational documents of Trebia as the surviving entity of each Blocker Merger.

(b)                At the Protected Effective Time, by virtue of the Protected Merger and in accordance with the DGCL, (i) the certificate of incorporation of Protected will be the certificate of incorporation of the Protected Surviving Entity and (ii) the bylaws of Protected will be the bylaws of the Protected Surviving Entity as in effect immediately prior to the Protected Effective Time. At the Protected Effective Time, the board of directors and officers of Trebia Merger Sub will be the board of directors and officers of the Protected Surviving Entity.

(c)                At the Trebia LLC Effective Time, by virtue of the LLC Merger and in accordance with the DLLCA, the operating agreement of Protected Holding LLC will be the operating agreement of Trebia Merger Sub LLC (the “Protected Holding LLC Operating Agreement”). Protected Holding LLC will be “member managed” by Trebia (and after the Protected Contribution, by S1 Holdco) as its sole member in accordance with the Protected Holding LLC Operating Agreement and the DLLCA.

(d)                At the Finco-LLC Effective Time, by virtue of the Finco-LLC Merger and in accordance with the DLLCA, the Protected Holding LLC Operating Agreement will be the operating agreement of Trebia Finco LLC. Protected Holding LLC will be “member managed” by Trebia (and after the Protected Contribution, by S1 Holdco) as its sole member in accordance with the Protected Holding LLC Operating Agreement and the DLLCA.

(e)                At the LLC-Midco Effective Time, by virtue of the LLC-Midco Merger and in accordance with the DLLCA, the Protected Holding LLC Operating Agreement will be the operating agreement of S1 Midco. Protected Holding LLC will be “member managed” by S1 Holdco as its sole member in accordance with the Protected Holding LLC Operating Agreement and the DLLCA.

Section 2.19.              Further Assurances. If, at any time after the Closing, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest Trebia with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the CSC Blockers, Protected or Protected Holding LLC, the applicable directors, officers, members and managers of each Blocker Surviving Entity, Protected or Protected Holding LLC (or their designees) are fully authorized in the name of their respective corporations/companies or otherwise to take, and shall take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

Article III
Consideration; Effects of the Transactions

Section 3.01.          S1 Holdco Consideration.

(a)                At the Closing, Trebia shall, subject to delivery of a duly executed and completed stock power in accordance with Section 4.05, cause the Paying Agent to pay to each of the Blocker Parents, by wire transfer of immediately available funds to such account or accounts as designated by Blocker Parents, such Blocker Parent’s applicable portion of the S1 Holdco Closing Cash Consideration in connection with the consummation of the CSC Blocker Share Acquisitions, as set forth in the Allocation Schedule.

(b)                At the Closing, Trebia shall, subject to delivery of a duly executed and completed assignment in accordance with Section 4.05, cause the Paying Agent to pay to each of the Court Square GPs, by wire transfer of immediately available funds to such account or accounts as designated by the Court Square GPs, such Court Square GP’s applicable portion of the S1 Holdco Closing Cash Consideration in connection with the consummation of the Court Square GP Unit Acquisitions, as set forth in the Allocation Schedule.

(c)                At the Closing, in connection with the consummation of the Redeemed OM Members S1 Holdco Unit Redemption, (A) S1 Holdco shall pay to each Redeemed OM Member by wire transfer of immediately available funds to such account or accounts as designated by such Redeemed OM Member such Redeemed OM Member’s applicable portion of the S1 Holdco Closing Cash Consideration as set forth in the Allocation Schedule (less, if an Additional Seller Backstop Election has been made, the relevant Allocated Percentage (if any) of the Specified Proceeds Reduction (if any)), (B) Trebia shall issue and deliver to such Redeemed OM Member the applicable portion of the Closing Seller Equity Consideration (in the form of a number of shares of Trebia Class C Common Stock), as set forth in the Allocation Schedule, and (C) each Redeemed OM Member shall pay to Trebia $1.

(d)                At the Closing, in connection with the consummation of the OpenMail S1 Holdco Unit Redemption, (A) S1 Holdco shall pay to each Redeemed OM Member by wire transfer of immediately available funds to such account or accounts as designated by such Redeemed OM Member’s applicable portion of the S1 Holdco Closing Cash Consideration as set forth in the Allocation Schedule (less, if an Additional Seller Backstop Election has been made, the relevant Allocated Percentage (if any) of the Specified Proceeds Reduction (if any)), (B) Trebia shall issue and deliver to OpenMail the applicable portion of the Closing Seller Equity Consideration (in the form of a number of shares of Trebia Class C Common Stock), as set forth in the Allocation Schedule, and (C) OpenMail shall pay to Trebia $1.

(e)                At the Closing, Trebia shall, subject to delivery of a duly executed and completed stock power in accordance with Section 4.05, in connection with the consummation of the Protected Rollover, (i) cause the Paying Agent to pay to each Protected Rollover Party the applicable portion of the Protected Closing Cash Consideration as set forth in the Allocation Schedule (less, if an Additional Seller Backstop Election has been made, the relevant Allocated Percentage (if any) of the Specified Proceeds Reduction (if any)), (ii) 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 (iii) 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.

(f)                 At the Closing, Trebia shall, subject to delivery of a duly executed and completed Letter of Transmittal in accordance with Section 4.05, in connection with the consummation of the Protected Merger, (i) cause the Paying Agent to pay to the applicable stockholder of Protected, by wire transfer of immediately available funds to such account or accounts as set forth in such Letter of Transmittal, such party’s respective applicable portion of the Protected Closing Cash Consideration as set forth in the Allocation Schedule (less, if an Additional Seller Backstop Election has been made, the relevant Allocated Percentage (if any) of the Specified Proceeds Reduction (if any)), (ii) issue and deliver to such stockholder of Protected their respective applicable portions of the Closing Seller Equity Consideration (in the form of Trebia Class A Common Stock) as set forth in the Allocation Schedule, and (iii) issue and deliver to such stockholder of Protected a number of shares of Trebia Class A Common Stock equal to such Person’s portion of the Seller Backstop Amount (as set forth on the Allocation Schedule), if any, divided by $10.

(g)                At the Closing, (i) S1 Holdco shall arrange for payment to the holders of Vested VCUs through S1 Holdco’s or a System1 Subsidiary’s payroll system (as applicable) and less applicable withholding taxes, such holders’ respective applicable portions of the S1 Holdco Closing Cash Consideration as set forth in the Allocation Schedule (less, if an Additional Seller Backstop Election has been made, the relevant Allocated Percentage (if any) of the Specified Proceeds Reduction (if any)), and (ii) Trebia shall issue and deliver to such holders their respective applicable portions of the Closing Seller Equity Consideration (in the form of (x) with respect to Vested VCUs, shares of Trebia Class A Common Stock and (y) with respect to Unvested VCUs, unvested Trebia RSUs subject to vesting as provided in Section 12.10(d)) as set forth in the Allocation Schedule. Any required withholding taxes with respect to the issuance of shares of Trebia Class A Common Stock to a holder of Vested VCUs pursuant to this Section 3.01(g) may, at election of the recipient of such shares, (A) be satisfied through an open-market, broker-assisted sales transaction, on terms subject to approval of Trebia, pursuant to which Trebia is promptly delivered the amount of proceeds necessary to satisfy the required withholding taxes (based on maximum statutory withholding rates), or (B) if Trebia is subject to a Black-Out Period at the time the withholding obligation arises, such withholding taxes will be satisfied by Trebia retaining that number of shares of Trebia Class A Common Stock otherwise issuable to such holder having a value equal to the aggregate amount of such required withholding taxes (based on maximum statutory withholding rates).

Section 3.02.          Effects of the Blocker Mergers. On the terms and subject to the conditions set forth herein, at the effective time of each Blocker Merger, by virtue of such Blocker Merger and without any further action on the part of any Party or the holders of any securities of the applicable CSC Blocker or Trebia, each share of capital stock of each of CSC Blocker 1, CSC Blocker 2 and CSC Blocker 3 that is issued and outstanding immediately prior to the applicable Blocker Merger Effective Time will be cancelled and will cease to exist, and the holder shall thereafter cease to have any rights with respect to such securities.

Section 3.03.          Effects of the Protected Merger. On the terms and subject to the conditions set forth herein, at the Protected Effective Time, by virtue of the Protected Merger and without any further action on the part of any Party or the holders of any Protected Common Stock, the following will occur:

(a)                The Protected Common Stock, other than the Protected Rollover Shares, issued and outstanding immediately prior to the Protected Effective Time will be converted into, and the holders of such Protected Common Stock shall be entitled to receive, in the aggregate with respect to all Protected Common Stock held by such holder, the applicable portion of the Protected Closing Cash Consideration (less, if an Additional Seller Backstop Election has been made, the relevant Allocated Percentage (if any) of the Specified Proceeds Reduction (if any)) and the Closing Seller Equity Consideration (in the form of Trebia Class A Common Stock) as set forth in the Allocation Schedule. All such Protected Common Stock will no longer be outstanding and shall automatically be cancelled and will cease to exist, and the holders shall thereafter cease to have any rights with respect to such securities.

(b)                Each issued and outstanding share of common stock of Trebia Merger Sub will be converted into and become one validly issued, fully paid and nonassessable share of common stock of the Protected Surviving Entity. From and after the Protected Effective Time, all certificates representing the common stock of Trebia Merger Sub will be deemed for all purposes to represent the number of shares of common stock of Protected Surviving Entity into which they were converted in accordance with the immediately preceding sentence.

Section 3.04.            Effects of the LLC Merger, Finco-LLC Merger and LLC-Midco Merger.

(a)                On the terms and subject to the conditions set forth herein, at the Trebia LLC Effective Time, by virtue of the LLC Merger and without any further action on the part of any Party or the holders of any securities of Trebia Merger Sub, LLC or the Protected Surviving Entity, each share of capital stock of the Protected Surviving Entity that is issued and outstanding immediately prior to the Trebia LLC Effective Time will be converted into, and shall thereafter represent, one validly issued limited liability company unit of Protected Holding LLC, and shall constitute the total amount of all issued and outstanding limited liability company interests of Protected Holding LLC as of immediately following the Trebia LLC Effective Time. At the Trebia LLC Effective Time, all membership interests of the Protected Surviving Entity shall no longer be outstanding and shall automatically be cancelled and will cease to exist, and the holder shall thereafter cease to have any rights with respect to such interests.

(b)                On the terms and subject to the conditions set forth herein, at the Finco-LLC Effective Time, by virtue of the Finco-LLC Merger and without any further action on the part of any Party or the holders of any securities of Trebia Finco, LLC or Protected Holding LLC, each share of capital stock of Protected Holding LLC that is issued and outstanding immediately prior to the Finco-LLC Effective Time will be converted into, and shall thereafter represent, one validly issued limited liability company unit of Protected Holding LLC, and shall constitute the total amount of all issued and outstanding limited liability company interests of Protected Holding LLC as of immediately following the Finco-LLC Effective Time. At the Finco-LLC Effective Time, all membership interests of the Trebia Finco LLC shall no longer be outstanding and shall automatically be cancelled and will cease to exist, and the holder shall thereafter cease to have any rights with respect to such interests.

(c)                On the terms and subject to the conditions set forth herein, at the LLC-Midco Effective Time, by virtue of the LLC-Midco Merger and without any further action on the part of any Party or the holders of any securities of S1 Midco or the Protected Holding LLC, each share of capital stock of the Protected Holding LLC that is issued and outstanding immediately prior to the LLC-Midco Effective Time will be converted into, and shall thereafter represent, one validly issued limited liability company unit of Protected Holding LLC, and shall constitute the total amount of all issued and outstanding limited liability company interests of Protected Holding LLC as of immediately following the LLC-Midco Effective Time. At the LLC-Midco Effective Time, all membership interests of the System1 Midco, LLC shall no longer be outstanding and shall automatically be cancelled and will cease to exist, and the holder shall thereafter cease to have any rights with respect to such interests.

Section 3.05.          Issuance of Trebia Common Stock. Unless otherwise determined by the Trebia Board following the Closing, the Trebia Common Stock will be uncertificated, with record ownership reflected only in the stock transfer ledger of Trebia; provided that any shares of Trebia Common Stock issued in connection with the Protected Merger shall be issued in certificated form.

Section 3.06.          Fractional Shares. No fractional shares of Trebia Common Stock will be issued pursuant to this Agreement and the number of shares of Trebia Common Stock to be issued to each holder will be rounded down to the nearest whole share; provided that, any Person who would, but for the operation of this Section 3.06, be entitled to receive a fractional share of Trebia Class A Common Stock pursuant to the terms of this Agreement shall receive a cash payment in lieu of such fractional share of Trebia Class A Common Stock in an amount equal to the amount of such fractional share (expressed as a decimal) multiplied by $10.

Section 3.07.          Founder Trebia Warrants Purchase. At the Closing, in connection with the consummation of the Founder Trebia Warrants Purchase, (A) each of Lone Star Friends Trust and JDI shall pay to BGPT Sponsor by wire transfer $750,000 ($1,500,000 in the aggregate) of immediately available funds to such account or accounts as designated by BGPT Sponsor and (B) BGPT Sponsor shall transfer and deliver (x) 500,000 Founder Trebia Warrants to Lone Star Friends Trust and (y) 500,000 Founder Trebia Warrants to JDI.

Section 3.08.          Withholding Rights. Notwithstanding anything in this Agreement to the contrary, the Paying Agent and the Trebia Parties, S1 Holdco, Protected, the Blocker Surviving Entities and their respective Affiliates will be entitled to deduct and withhold from amounts otherwise payable pursuant to this Agreement, any amount required to be deducted and withheld with respect to the making of such payment under applicable Law; provided, that if any payment to any Blocker Parents or holder of S1 Holdco Units hereunder is subject to deduction and/or withholding (other than payments that are subject to wage withholding), then Trebia shall (i) provide notice to S1 Holdco as soon as reasonably practicable after such determination and in no event later than three (3) Business Days’ prior to such payment and (ii) cooperate with S1 Holdco to reduce or eliminate any such deduction or withholding to the extent permitted by applicable Law. To the extent that amounts are so withheld and paid over to the appropriate Governmental Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. Any amounts so withheld shall be timely remitted to the applicable Governmental Authority.

Article IV
Closing Transactions; Adjustment to Merger Consideration

Section 4.01.          Closing. On the terms and subject to the conditions set forth in this Agreement, the closing of the Transactions (the “Closing”) shall take place (a) electronically by the mutual exchange of electronic signatures (including portable document format (.PDF)) commencing as promptly as practicable (and in any event no later than 9:00 a.m. Eastern Time on the sixth (6th) Business Day) following the satisfaction or (to the extent permitted by applicable Law) waiver of the conditions set forth in Article XIII (other than those conditions that by their terms or nature are to be satisfied at the Closing; provided that such conditions are satisfied or (to the extent permitted by applicable Law) waived at the Closing); provided, however, that if the Marketing Period has not been completed at least one (1) Business Day prior to the Closing, then the Closing shall occur on the earlier to occur of (i) a date during the Marketing Period specified by Trebia on no less than three (3) Business Days’ notice to S1 Holdco and Protected and (ii) the third (3rd) Business Day after the end of the Marketing Period or (b) at such other place, time or date as Trebia, S1 Holdco and Protected may mutually agree in writing. The date on which the Closing shall occur is referred to herein as the “Closing Date.”

Section 4.02.           Payments at the Closing.

(a)                At the Closing, System1 and Midco shall repay or cause to be repaid all Borrowed Money Debt of S1 Holdco and its Subsidiaries under the System1 Financing Agreement and Protected UK shall repay or cause to be repaid all Borrowed Money Debt of Protected and its Subsidiaries under the Bank Financing Agreement. No later than three (3) Business Days prior to the Closing, S1 Holdco and Protected shall deliver to Trebia a statement setting forth the amount(s) of such Indebtedness to be paid at the Closing in accordance with this Section 4.02(a), together with customary payoff letters, including lien releases, in forms reasonably acceptable to Trebia (the “Payoff Letters”) from each financial institution or other lender (or the agents or trustees representing the foregoing) with respect to such repayment, together with pay-off instructions for making such repayment on the Closing Date.

(b)                At the Closing, Trebia shall use a portion of the Available Cash Amount to pay, or cause to be paid, the aggregate amount of the Transaction Expenses in the amounts and in accordance with the wire transfer instructions set forth in the reports to be delivered pursuant to Section 4.03.

(c)                At the Closing, Trebia shall deposit the VCU Escrow Amount with an escrow agent to be mutually agreed as between S1 Holdco and Trebia (such agent, the “VCU Escrow Agent”) in accordance with the terms and conditions of the VCU Escrow Agreement.

Section 4.03.           Expense Amounts.

(a)                No sooner than five (5) or later than three (3) Business Days prior to the Closing Date, S1 Holdco shall provide to Trebia a written report setting forth a list of the following fees and expenses incurred by or on behalf of S1 Holdco (including the System1 Subsidiaries and S1 Holdco’s direct and indirect equityholders) in connection with the preparation, negotiation and execution of this Agreement and the consummation of the Transactions (together with written invoices and wire transfer instructions for the payment thereof), to the extent such fees and expenses are incurred and expected to remain unpaid as of the Closing): (i) the fees and disbursements of outside counsel to S1 Holdco (including its direct and indirect equityholders), (ii) the fees and expenses of accountants to S1 Holdco, (iii) the fees and expenses of other advisers to S1 Holdco, (iv) the fees and disbursements of bona fide third-party investment bankers and financial advisors to S1 Holdco, (v) the transfer, documentary, sales, use, stamp, registration, value added or other similar Taxes in connection with the Transactions (collectively, the “Transfer Taxes”) incurred by S1 Holdco, (vi) any portion of the filing fee required under the HSR Act in connection with the Transactions paid by S1 Holdco, if any, and (vii) any premiums, fees, disbursements or expenses incurred in connection with any tail insurance policy for the directors’ and officers’ liability insurance of S1 Holdco, in each case, incurred in connection with the Transactions (collectively, the “S1 Holdco Transaction Expenses”).

(b)                No sooner than five (5) or later than three (3) Business Days prior to the Closing Date, Protected shall provide to Trebia a written report setting forth a list of the following fees and expenses incurred by or on behalf of Protected (including its direct and indirect equityholders) in connection with the preparation, negotiation and execution of this Agreement and the consummation of the Transactions (together with written invoices and wire transfer instructions for the payment thereof), to the extent such fees and expenses are incurred and expected to remain unpaid as of the Closing): (i) the fees and disbursements of outside counsel to Protected (including its direct and indirect equityholders), (ii) the fees and expenses of accountants to Protected, (iii) the fees and expenses of other advisers to Protected, (iv) the fees and disbursements of bona fide third-party investment bankers and financial advisors to Protected, (v) any Transfer Taxes incurred by Protected, (vi) any portion of the filing fee required under the HSR Act in connection with the Transactions paid by Protected, if any, and (vii) any premiums, fees, disbursements or expenses incurred in connection with any tail insurance policy for the directors’ and officers’ liability insurance of Protected, in each case, incurred in connection with the Transactions (collectively, the “Protected Transaction Expenses”).

(c)                No sooner than five (5) or later than three (3) Business Days prior to the Closing Date, Trebia shall provide to S1 Holdco a written report setting forth a list of the following fees and expenses incurred by or on behalf of Trebia in connection with the preparation, negotiation and execution of this Agreement and the consummation of the Transactions (together with written invoices and wire transfer instructions for the payment thereof), to the extent such fees and expenses are incurred and expected to remain unpaid as of the Closing): (i) the fees and disbursements of outside counsel to Trebia (including its direct and indirect equityholders and Cannae), (ii) the fees and expenses of accountants to Trebia, (iii) the fees and expenses of the consultants and other advisors to Trebia, (iv) the fees and disbursements of bona fide third-party investment bankers and financial advisors to Trebia, (v) the Deferred Discount (as defined in the Trust Agreement), (vi) any Transfer Taxes incurred by Trebia, (vii) any portion of the filing fee required under the HSR Act in connection with the Transactions paid by Trebia, if any, and (viii) any premiums, fees, disbursements, costs or expenses incurred in connection with any tail insurance policy for the directors’ and officers’ liability insurance of Trebia, in each case, incurred in connection with the Transactions (collectively, the “Trebia Transaction Expenses”).

Section 4.04.           Closing Statements.

(a)                At least two (2) Business Days prior to the Special Meeting and in any event not earlier than the time that holders of Trebia Class A Ordinary Shares may no longer elect redemption in accordance with the Trebia Shareholder Redemption, Trebia shall prepare and deliver to S1 Holdco and Protected a statement (the “Trebia Closing Statement”) setting forth in good faith: (i) the aggregate amount of cash in the Trust Account (prior to giving effect to any redemption rights that have been exercised in connection with the Trebia Shareholder Redemption); (ii) the aggregate amount of all payments required to be made in connection with the Trebia Shareholder Redemption; (iii) the Available Trust Proceeds; (iv) the number of Trebia Class A Ordinary Shares to be outstanding as of immediately prior to the Closing after giving effect to any redemptions in connection with the Trebia Shareholder Redemption and confirmation that no Trebia Preferred Stock is outstanding; (v) the Cannae Backstop Proceeds (if any) received and to be received in connection with the Transaction prior to the Closing; (vi) the amount of the Trebia Available Cash, including the Trebia Finco LLC Debt Commitment Amount received and to be received in connection with the Transaction prior to the Closing and (vii) the Available Cash Amount, in each case, including reasonable supporting detail therefor. The Trebia Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the Trebia Closing Statement until the Closing, Trebia shall (x) provide S1 Holdco, Protected and their respective Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the Books and Records of the Trebia Parties and to senior management personnel of the Trebia Parties, in each case, to the extent reasonably requested by S1 Holdco, Protected and their respective Representatives in connection with their review of the Trebia Closing Statement, (y) cooperate with S1 Holdco, Protected and their respective Representatives in connection with their review of the Trebia Closing Statement and the components thereof and (z) consider in good faith any comments to the Trebia Closing Statement provided by S1 Holdco, Protected and their respective Representatives prior to the Closing Date; provided that, notwithstanding the foregoing, the Closing (in accordance with Section 4.01) shall not in any event be delayed as a result of the review of the Trebia Closing Statement.

(b)                At least two (2) Business Days prior to the Closing, S1 Holdco shall prepare and deliver to Trebia a statement (the “S1 Holdco Closing Statement”), setting forth in good faith its calculation of the VCU Escrow Amount, the System1 Bonus Amount and the S1 Holdco Backstop Amount (if any) and including the Allocation Schedule as agreed with Protected. The S1 Holdco Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the S1 Holdco Closing Statement until the Closing, S1 Holdco and the CSC Blockers shall (x) provide Trebia and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the Books and Records of the CSC Blockers, S1 Holdco and its Subsidiaries and to senior management personnel of the CSC Blockers, S1 Holdco and its Subsidiaries, in each case, to the extent reasonably requested by Trebia or any of its Representatives in connection with their review of the S1 Holdco Closing Statement, (y) cooperate with Trebia and its Representatives in connection with their review of the S1 Holdco Closing Statement and the components thereof and (z) consider in good faith any comments to the S1 Holdco Closing Statement provided by Trebia prior to the Closing Date; provided that, notwithstanding the foregoing, the Closing (in accordance with Section 4.01) shall in no event be delayed as a result of the review of the S1 Holdco Closing Statement.

(c)                At least two (2) Business Days prior to the Closing, Protected shall prepare and deliver to Trebia a statement (the “Protected Closing Statement”), setting forth in good faith its calculation of the Protected Net Debt Amount and the Protected Backstop Amount (if any) and including the Allocation Schedule as agreed with S1 Holdco. The Protected Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the Protected Closing Statement until the Closing, Protected shall (x) provide Trebia and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the Books and Records of Protected and its Subsidiaries and to senior management personnel of Protected and its Subsidiaries, in each case, to the extent reasonably requested by Trebia or any of its Representatives in connection with their review of the Protected Closing Statement, (y) cooperate with Trebia and its Representatives in connection with their review of the Protected Closing Statement and the components thereof and (z) consider in good faith any comments to the Protected Closing Statement provided by Trebia prior to the Closing Date; provided that, notwithstanding the foregoing, the Closing (in accordance with Section 4.01) shall in no event be delayed as a result of the review of the Protected Closing Statement.

(d)                The Trebia Parties shall be entitled to rely upon the Allocation Schedule, and in no event will Trebia or any of its Affiliates have any liability to any Blocker Parent, S1 Holdco, OpenMail, Court Square GPs, holder of Protected Securities or any other Person with respect to the allocation of the Closing Cash Consideration or the Closing Seller Equity Consideration payable under this Agreement or pursuant to the Transactions provided such payments and/or issuances are made in accordance with the terms hereof and as set forth in the Allocation Schedule; provided, however, that in no event shall the amounts set forth on the Allocation Schedule result in, or require Trebia or any other Person to issue or pay hereunder, an amount greater than the aggregate of the Closing Cash Consideration and the Closing Seller Equity Consideration. In no event shall (A) the aggregate Closing Cash Consideration as set forth on the Allocation Schedule delivered to S1 Holdco and Protected pursuant to this Section 4.04 exceed $462,500.000 (subject to adjustment pursuant to clause (ii) of the Protected Closing Cash Consideration), (B) aggregate Closing Seller Equity Consideration as set forth in such Allocation Schedule exceed the number of shares equal to $667,500,000 divided by $10 (plus any amounts attributable to the Seller Backstop Amount, if any, and any amounts attributed to the Additional Seller Backstop Election, if any) or (C) the sum of the aggregate Closing Seller Cash Consideration and aggregate Closing Seller Equity Consideration set forth in such Allocation Schedule exceed $1,130,000,000 (subject to adjustment pursuant to clause (ii) of the Protected Closing Cash Consideration) (with the Closing Seller Equity Consideration valued at $10 per share).

Section 4.05.           Exchange Procedures.

(a)                Continental Stock Transfer & Trust Company (the “Paying Agent”) shall act as paying agent in effecting the exchanges provided for herein. As promptly as practicable after the date hereof, Trebia shall enter into a customary paying agent agreement with the Paying Agent, in a form reasonably acceptable to Protected.

(b)                Prior to the Closing and promptly following the SEC Clearance Date (as defined below), Protected shall mail or otherwise deliver, or Trebia shall cause the Paying Agent to mail or otherwise deliver, to each holder of Protected Securities (having given effect to the Protected Reorganization), a letter of transmittal in such customary form as reasonably agreed to between Protected and Trebia (the “Letter of Transmittal”), with the terms and conditions of the Letter of Transmittal to not be inconsistent with the terms hereof, including with respect to the non-survival of representations and warranties, together with a request that each such recipient of a Letter of Transmittal deliver a duly executed Letter of Transmittal, together with any other customary documents contemplated thereby, to the Paying Agent no less than three (3) Business Days prior to the Closing Date.

(c)                At the Closing, (i) Court Square III L.P. shall deliver to Trebia a stock power in customary form in respect of 100% of the capital securities of CSC Blocker 1, (ii) Court Square (Offshore) L.P. shall deliver to Trebia a stock power in customary form in respect of 100% of the capital securities of CSC Blocker 2, (iii) Court Square III-A L.P. shall deliver to Trebia a stock power in customary form in respect of 100% of the capital securities of CSC Blocker 3, (iv) Court Square Capital GP shall deliver to Trebia an assignment in customary form in respect of 100% of the S1 Holdco Units held by it, (v) Court Square Executive shall deliver to Trebia an assignment in customary form in respect of 100% of the S1 Holdco Units, (vi) Redeemed OM Members shall deliver to Trebia an assignment in customary form in respect of the Redeemed OM Members S1 Units, (vii) OpenMail shall deliver to Trebia an assignment in customary form in respect of the OpenMail S1 Units, and (viii) each Protected Rollover Party shall deliver to Trebia a stock power in customary form in respect of the Protected Rollover Shares.

(d)                Until either: (a) in respect of the Protected Merger, a duly executed Letter of Transmittal, or (b) otherwise, a duly executed stock power or assignment contemplated by Section 4.05(c), has been delivered as contemplated by this ‎Section 4.05, from and after the Closing, each former share of Protected Common Stock or membership interest in S1 Holdco shall be deemed at all times to represent only the right to receive upon delivery of such Letter of Transmittal, stock power of assignment (as applicable) the consideration to which such holder of Protected Common Stock or holder of membership interest in S1 Holdco is entitled pursuant to ‎Article III. For the avoidance of doubt, delivery of any Letter of Transmittal, stock power of assignment shall not be a condition to or otherwise delay the Closing.

Article V

Representations and Warranties of S1 Holdco

Except as set forth in the Disclosure Schedules to this Agreement (each of which qualifies (a) the correspondingly numbered representation, warranty or covenant if specified therein and (b) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent on its face), S1 Holdco represents and warrants to Trebia as follows:

Section 5.01.           Corporate Organization of S1 Holdco. S1 Holdco has been formed as a limited liability company and is validly existing and is in good standing under the Laws of the State of Delaware and has all requisite limited liability company power and authority to own, operate and lease its properties, rights and assets and to conduct its business as it is now being conducted, except where such failure to be in good standing or to have such power and authority would not constitute a Material Adverse Effect. The copies of the organizational documents of S1 Holdco, as in effect on the date hereof, previously made available by S1 Holdco to Trebia (i) are true, correct and complete and (ii) are in full force and effect. S1 Holdco has the requisite corporate power and authority to own, operate and lease all of its properties, rights and assets and to carry on its business as it is now being conducted and is duly licensed or qualified and in good standing as a foreign entity in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified, except where failure to be so licensed or qualified would not reasonably be expected to constitute, individually or in the aggregate, a Material Adverse Effect. S1 Holdco is not in violation of any of the provisions of its organizational documents.

Section 5.02.          Subsidiaries. The System1 Subsidiaries as of the date of this Agreement are set forth on Section 5.02 of the Disclosure Schedules. The System1 Subsidiaries have been duly formed or organized, are validly existing and in good standing (to the extent such concept applies) under the Laws of their jurisdiction of incorporation or organization and have the power and authority to own, operate and lease their properties, rights and assets and to conduct their respective business as they are now being conducted, except where such failure to have such power and authority would not reasonably be expected to constitute, individually or in the aggregate, a Material Adverse Effect. Each System1 Subsidiary is duly licensed or qualified and in good standing as a foreign or extra-provincial corporation (or other entity, if applicable) in each jurisdiction in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified, except where the failure to be in good standing or so licensed or qualified would not reasonably be expected to constitute, individually or in the aggregate, a Material Adverse Effect.

Section 5.03.           Due Authorization. S1 Holdco has the requisite limited liability company power and authority to execute and deliver this Agreement and each Transaction Agreement to which it is a party and (subject to the approvals described in Section 5.05) to perform all obligations to be performed by it hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the board of managers of S1 Holdco, and no other organizational or equivalent proceeding on the part of S1 Holdco is necessary to authorize, approve or adopt this Agreement or such Transaction Agreements or to consummate the transactions contemplated hereby or thereby. This Agreement has been, and each such Transaction Agreement will (when executed and delivered) be, duly and validly executed and delivered by S1 Holdco and, assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement will constitute, a valid and binding obligation of S1 Holdco, enforceable against S1 Holdco in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting or relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity or at law (the “Enforceability Exceptions”).

Section 5.04.           No Conflict. Subject to the receipt of the consents, approvals, authorizations and other requirements set forth in Section 5.05, the execution, delivery and performance of this Agreement and each Transaction Agreement to which S1 Holdco is party by S1 Holdco and the consummation of the transactions contemplated hereby and thereby do not and will not (a) violate any provision of, or result in the breach of or default under, the certificate of formation, the S1 Holdco Operating Agreement or other organizational documents of S1 Holdco (including any shareholders’ or investor rights agreement to which S1 Holdco is a party), (b) violate any provision of, or result in the breach of or default by S1 Holdco under, or require any filing, registration or qualification under, any applicable Law, (c) require any consent, waiver or other action by any Person under, violate, or result in a breach of, constitute a default under, result in the acceleration, cancellation, termination or modification of, or create in any party the right to accelerate, terminate, cancel or modify, any System1 Material Contract or System1 Leases, (d) result in the creation of any Lien upon any of the properties, rights or assets of S1 Holdco or any of its Subsidiaries, (e) constitute an event which, after notice or lapse of time or both, would result in any such violation, breach, termination, acceleration, modification, cancellation or creation of a Lien or (f) result in a violation or revocation of any license, permit or approval from any Governmental Authority or other Person, except, (i) in the case of clause (b) above, for such violations, breaches or defaults that would not, individually or in the aggregate, be material to S1 Holdco and the System1 Subsidiaries, taken as a whole, and (ii) in the case of clauses (c), (d), (e) and (f) above, for such violations, conflicts, breaches, defaults or failures to act that would not reasonably be expected to constitute, individually or in the aggregate, a Material Adverse Effect.

Section 5.05.          Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of Trebia, Protected, the CSC Blockers, the Blocker Parents, the Court Square GPs and OpenMail contained in this Agreement, no action by, consent, approval, permit or authorization of, or designation, declaration or filing with, any Governmental Authority (collectively, “Governmental Filings”) is required on the part of S1 Holdco with respect to S1 Holdco’s execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, except for (a) applicable requirements of the HSR Act and any other applicable Antitrust Laws or applicable Foreign Investment Laws, (b) any actions, consents, approvals, permits or authorizations, designations, declarations or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to be material to S1 Holdco and the System1 Subsidiaries, taken as a whole, and (c) as otherwise disclosed on Section 5.05 of the Disclosure Schedules.

Section 5.06.           Current Capitalization.

(a)                 Section 5.06(a) of the Disclosure Schedules sets forth, as of the date hereof, a list of all of the issued and outstanding S1 Holdco Units and any other membership, limited liability company and other equity, ownership, profit, voting or similar interests in, or securities of, S1 Holdco, together with all interests or securities convertible into or exchangeable or exercisable for any of the foregoing and all rights, commitments or arrangements to subscribe for or acquire (or obligations or commitments of S1 Holdco to issue, sell or otherwise transfer), including, in each case, (i) the record and beneficial owners thereof and (ii) the number and class of S1 Holdco Units or other interest or security held by each such record and beneficial owner. The outstanding S1 Holdco Units have been duly authorized and validly issued and are fully paid and nonassessable and have not been issued in violation of any preemptive or similar rights.

(b)                Section 5.06(b) of the Disclosure Schedules sets forth a list of each award of S1 Holdco VCUs outstanding as of the date hereof, including the name of the holder, number of S1 Holdco VCUs subject to such award, threshold amount and vesting schedule.

(c)                Except for the S1 Holdco VCUs as set forth on Section 5.06(b) of the Disclosure Schedules, there are no outstanding (i) securities of S1 Holdco convertible into or exchangeable for ownership interests in S1 Holdco, (ii) obligations, options, warrants or other rights, commitments or arrangements to acquire from S1 Holdco, or other obligations or commitments of S1 Holdco to issue, sell or otherwise transfer, any ownership interests in, or any securities convertible into or exchangeable for any ownership interests in, S1 Holdco or (iii) restricted shares, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar equity or equity-based securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any ownership interests in, S1 Holdco (the items in clauses (i) – (iii), in addition to all ownership interests of S1 Holdco and the System1 Subsidiaries, being referred to collectively as the “System1 Securities”). There are no (i) voting trusts, proxies, equityholders agreements or other similar agreements or understandings to which S1 Holdco is a party or by which S1 Holdco is bound with respect to the voting or transfer of any shares of capital stock of S1 Holdco, or (ii) obligations or commitments of S1 Holdco to repurchase, redeem or otherwise acquire any System1 Securities or make payments in respect of such shares, including based on the value thereof, or to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person.

Section 5.07.           Capitalization of Subsidiaries. The outstanding shares of capital stock or other equity interests of each of the System1 Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable. All of the outstanding ownership interests in each System1 Subsidiary are owned, directly or indirectly, by S1 Holdco, free and clear of any Liens (other than the restrictions under applicable Securities Laws and Permitted Liens and Liens securing obligations under any System1 Financing Agreement) and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such ownership interests) and have not been issued in violation of preemptive or similar rights. There are no outstanding (i) securities of S1 Holdco or any System1 Subsidiary convertible into or exchangeable for ownership interests in any System1 Subsidiary, (ii) obligations, options, warrants or other rights, commitments or arrangements to acquire from S1 Holdco or any System1 Subsidiary, or other obligations or commitments of S1 Holdco or any System1 Subsidiary to issue, sell or otherwise transfer, any ownership interests in, or any securities convertible into or exchangeable for any ownership interests in, any System1 Subsidiary or (iii) restricted shares, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar equity or equity-based securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any ownership interests in, any System1 Subsidiary (the items in clauses (i) - (iii), in addition to all ownership interests of the System1 Subsidiaries, being referred to collectively as the “System1 Subsidiary Securities”). There are no (i) voting trusts, proxies, equityholders agreements or other similar agreements or understandings to which S1 Holdco or any System1 Subsidiary is a party or by which S1 Holdco or any System1 Subsidiary is bound with respect to the voting or transfer of any shares of capital stock of any System1 Subsidiary, or (ii) obligations or commitments of S1 Holdco or any System1 Subsidiary to repurchase, redeem or otherwise acquire any System1 Subsidiary Securities or make payments in respect of such securities, including based on the value thereof, or to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person. Except for the System1 Subsidiary Securities, neither S1 Holdco nor any System1 Subsidiary owns any equity, ownership, profit, voting or similar interest in or any interest convertible into, or exchangeable or exercisable for, any equity, profit, voting or similar interest in, any Person. No shares of capital stock are held in treasury by any System1 Subsidiary.

Section 5.08.           Financial Statements.

(a)                Attached as Section 5.08 of the Disclosure Schedules are true, accurate and complete copies of (i) the audited consolidated balance sheets of S1 Holdco and the System1 Subsidiaries as at December 31, 2020, December 31, 2019 and December 31, 2018, and the related audited consolidated statements of income and comprehensive income, shareholders’ equity and cash flows for the respective twelve-month periods then ended, together with the auditor’s reports thereon (the “System1 Audited Financial Statements”) and (ii) the unaudited consolidated condensed balance sheet of S1 Holdco and the System1 Subsidiaries, as at March 31, 2021 and the related unaudited consolidated condensed statements of income for the three-month period ended March 31, 2021 (the “System1 Interim Financial Statements” and, together with the System1 Audited Financial Statements, the “System1 Financial Statements”).

(b)                The System1 Financial Statements, together with related notes, have been prepared in accordance with GAAP on a consistent basis throughout the periods involved, except as disclosed therein, and present fairly, in all material respects, the consolidated financial position, cash flows and results of operations of S1 Holdco and the System1 Subsidiaries, as applicable, as of the dates and for the periods indicated in such System1 Financial Statements (except in the case of the System1 Interim Financial Statements for the absence of footnotes and other presentation items and for normal and recurring year-end adjustments, in each case, the impact of which is not material).

Section 5.09.          Undisclosed Liabilities. As of the date of this Agreement, neither S1 Holdco nor any System1 Subsidiary has any material Liability, debt or obligation required to be reflected or reserved for on a balance sheet prepared in accordance with GAAP, except for Liabilities and obligations (a) reflected or reserved for in the System1 Financial Statements or disclosed in any notes thereto, (b) that have arisen since March 31, 2021 in the ordinary course of business of S1 Holdco and the System1 Subsidiaries, (c) arising under this Agreement and/or the performance by Trebia and Protected of their respective obligations hereunder, including transaction expenses, (d) disclosed by S1 Holdco in the Disclosure Schedules, or (e) that would not be material to S1 Holdco and the System1 Subsidiaries, taken as a whole.

Section 5.10.          Litigation and Proceedings. Except for Actions under any Tax Law (as to which certain representations and warranties are made pursuant to Section 5.15) and Actions under any Environmental Law (as to which certain representations and warranties are made pursuant to Section 5.21), as of the date of this Agreement, there are no Actions pending or, to the knowledge of S1 Holdco, threatened in writing against S1 Holdco or any System1 Subsidiary or any of their properties, rights or assets that constitutes, or would reasonably be expected to constitute, individually or in the aggregate, a Material Adverse Effect. There are no Governmental Orders imposed upon or, to the knowledge of S1 Holdco, threatened in writing against S1 Holdco or any System1 Subsidiary or any of their properties, rights or assets that would, individually or in the aggregate, reasonably be expected to be material to S1 Holdco and the System1 Subsidiaries, taken as a whole. There are no unsatisfied judgments or any open injunctions binding upon S1 Holdco or any System1 Subsidiary which would, individually or in the aggregate, reasonably be expected to be material to S1 Holdco and the System1 Subsidiaries, taken as a whole.

Section 5.11.           Compliance with Laws.

(a)                Except where the failure to be, or to have been, in compliance with such Laws has not, and would not, individually or in the aggregate, be material to S1 Holdco and the System 1 Subsidiaries, taken as a whole, S1 Holdco and the System1 Subsidiaries are, and since December 31, 2018 have been, in compliance with all applicable Laws and Governmental Orders. S1 Holdco and the System1 Subsidiaries hold, and since December 31, 2018 have held, all licenses, approvals, consents, registrations, franchises and permits (“Permits”) necessary for the lawful conduct of S1 Holdco’s business. From December 31, 2018, (i) neither S1 Holdco nor any System1 Subsidiary has received any written notice of any violations of applicable Laws, Governmental Orders or Permits (other than allegations asserted by providers in connection with requests for claims adjustments by such providers in the ordinary course of business) and (ii) to the knowledge of S1 Holdco, no assertion or Action of any violation of any Law, Governmental Order or Permit by S1 Holdco or any System1 Subsidiary is currently threatened against S1 Holdco or any System1 Subsidiary (other than allegations asserted by providers in connection with requests for claims adjustments by such providers in the ordinary course of business), in each case of the foregoing clauses (i) and (ii), except as would not, individually or in the aggregate, be material to S1 Holdco and the System1 Subsidiaries, taken as a whole. As of the date hereof, no investigation or review by any Governmental Authority with respect to S1 Holdco or any System1 Subsidiary is pending or, to the knowledge of S1 Holdco, threatened and no such investigations have been conducted by any Governmental Authority since December 31, 2018, in each case, other than those the outcome of which would not reasonably be expected to be, individually or in the aggregate, material to S1 Holdco and the System1 Subsidiaries, taken as a whole.

(b)                S1 Holdco and the System1 Subsidiaries and, to the knowledge of S1 Holdco, each Person acting for or on behalf of S1 Holdco or any System1 Subsidiary currently comply in all material respects with, and have, since December 31, 2018, complied in all material respects with, all applicable Anti-Corruption Laws and Anti-Money Laundering Laws. Since December 31, 2017, (i) there has been no action taken by S1 Holdco, the System1 Subsidiaries, nor, to the knowledge of S1 Holdco, any of their officers, directors, managers, employees, consultants or agents, in each case, acting on behalf of S1 Holdco or any System1 Subsidiary, in material violation of any Anti-Corruption Law or Anti-Money Laundering Law, (ii) neither S1 Holdco nor any System1 Subsidiary has been convicted of violating any applicable Anti-Corruption Laws or Anti-Money Laundering Laws or subjected to any investigation by a Governmental Authority for a material violation of any applicable Anti-Corruption Laws or Anti-Money Laundering Laws, (iii) neither S1 Holdco nor any System1 Subsidiary has conducted or initiated any internal investigation or made a voluntary, directed, or involuntary disclosure to any Governmental Authority regarding any alleged act or omission arising under or relating to any material noncompliance with any applicable Anti-Corruption Law or Anti-Money Laundering Law and (iv) neither S1 Holdco nor any System1 Subsidiary has received any written notice or citation, or to the knowledge of S1 Holdco, any non-written notice, from a Governmental Authority for any actual or potential material noncompliance with any applicable Anti-Corruption Law or Anti-Money Laundering Law.

(c)                None of S1 Holdco, the System1 Subsidiaries, nor, to the knowledge of S1 Holdco, any of their respective officers, directors, managers, employees, consultants or agents, (i) is a Person with whom transactions are prohibited or limited under any Laws relating to economic sanctions, including those administered by the U.S. government (including, without limitation, the Department of the Treasury’s Office of Foreign Assets Control, the Department of State, or the Department of Commerce), the United Nations Security Council, the European Union, or Her Majesty’s Treasury, (ii) since December 31, 2018, has knowingly engaged in any dealings or transactions with any person that, at the time of the dealing or transaction, is or was the subject or the target of broad territorial sanctions, including the Crimea region of Ukraine, Cuba, Iran, North Korea, or Syria, or (iii) has materially violated any Laws relating to economic sanctions since December 31, 2018.

Section 5.12.           Contracts; No Defaults.

(a)                Section 5.12(a) of the Disclosure Schedules contains a true and complete listing of all Contracts (other than purchase orders) described in clauses (i) through (xiv) of this Section 5.12(a) to which, as of the date of this Agreement, S1 Holdco or any System1 Subsidiary is a party (together with all material amendments, waivers or other changes thereto) other than System1 Benefit Plans (collectively, the “System1 Material Contracts”). True, correct and complete copies of the System1 Material Contracts have been delivered to or made available to Trebia and Protected.

(i)                 Each Contract that S1 Holdco reasonably anticipates will involve aggregate payments or consideration furnished by or to S1 Holdco or by or to any System1 Subsidiary of more than $1,000,000 in the calendar year ended December 31, 2021 or any subsequent calendar year;

(ii)                Each agreement related to Borrowed Money Debt (including each System1 Financing Agreement);

(iii)               Each Contract that is a definitive purchase and sale or similar agreement for the acquisition of any Person or any business unit thereof or the disposition of any material assets of S1 Holdco or any System1 Subsidiary since December 31, 2018, in each case, involving payments in excess of $1,000,000;

(iv)              Each lease, rental or occupancy agreement, installment and conditional sale agreement and each other Contract with outstanding obligations that (x) provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in any real or personal property and (y) involves aggregate payments in excess of $1,000,000 in any calendar year, other than sales or purchase agreements in the ordinary course of business consistent with past practices and sales of obsolete equipment;

(v)                Each joint venture Contract, partnership agreement, limited liability company agreement or similar Contract (other than Contracts between System1 Subsidiaries) that is material to the business of S1 Holdco and the System1 Subsidiaries, taken as a whole;

(vi)               Each Contract requiring capital expenditures after the date of this Agreement in an amount in excess of $1,000,000 in the aggregate;

(vii)              Each Contract expressly prohibiting or restricting in any material respect the ability of S1 Holdco or the System1 Subsidiaries to engage in any business, to sell or distribute any products, to operate in any geographical area or to compete with any Person;

(viii)          Each material Contract under which S1 Holdco or any System1 Subsidiary (A) is granted any license, sublicense or covenant not to sue or assert under or with respect to any third party’s Intellectual Property or (B) grants to any third party any license, sublicense or covenant not to sue or assert under or with respect to any System1 Owned Intellectual Property, in each case with annual or aggregate fees of more than $1,000,000, but excluding, in the case of (A), (I) licenses granted to S1 Holdco or the System1 Subsidiaries for commercially available “off-the-shelf” software and (II) ancillary visual or audio media content acquisition click-wrap or shrink wrap agreement(s) entered into in the ordinary course of business, and in the case of (B), (I) non-exclusive licenses granted to customers or resellers in the ordinary course of business and (II) non-exclusive licenses granted to vendors by S1 Holdco or any System1 Subsidiary which license solely permits the vendor to provide services to S1 Holdco and/or any System1 Subsidiary;

(ix)           Each employee collective bargaining Contract or other Contract with any labor union, works council, or labor organization or association;

(x)            Each sales commission or brokerage Contract that involves annual payments in excess of $1,000,000 or is not cancellable on 30 calendar days’ notice without payment or penalty;

(xi)          Each mortgage, indenture, note, installment obligation or other instrument, agreement or arrangement for or relating to any Indebtedness or borrowing of money by or from S1 Holdco or any System1 Subsidiary in excess of $1,000,000 (other than Contracts disclosed pursuant to Section 5.12(a)(ii));

(xii)         Any Contract that is a currency or interest hedging arrangement;

(xiii)       Any Contract under which S1 Holdco or any System1 Subsidiary has agreed to purchase or sell goods or services from a vendor, supplier or other person on a preferred supplier or “most favored supplier” basis; and

(xiv)       Any commitment to enter into any agreement of a type described in clauses (i) through (xiii) of this Section 5.12(a).

(b)                Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date and except as would not, individually or in the aggregate, reasonably be expected to be material to S1 Holdco and the System1 Subsidiaries, taken as a whole, as of the date of this Agreement, all of the Contracts listed or required to be listed on Section 5.12(a) of the Disclosure Schedules pursuant to Section 5.12(a) are (i) in full force and effect and (ii) represent the legal, valid and binding obligations of S1 Holdco or any System1 Subsidiary party thereto and, to the knowledge of S1 Holdco, represent the legal, valid and binding obligations of the other parties thereto, in each case, subject to the Enforceability Exceptions. As of the date of this Agreement, except as would not reasonably be expected to be, individually or in the aggregate, material to S1 Holdco and the System1 Subsidiaries, taken as whole, (w) none of S1 Holdco, any System1 Subsidiary or, to the knowledge of S1 Holdco, any other party thereto is or is alleged to be in material breach of or material default under any such Contract, (x) neither S1 Holdco nor any System1 Subsidiary has received any written claim or notice of material breach of or material default under any such Contract, (y) to the knowledge of S1 Holdco, no event has occurred which individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract (in each case, with or without notice or lapse of time or both) and (z) no party to any such Contract that is a customer of or supplier to S1 Holdco or any System1 Subsidiary has, within the past 12 months, canceled or terminated its business with, or, to the knowledge of S1 Holdco, threatened in writing to cancel or terminate its business with, S1 Holdco or any System1 Subsidiary.

Section 5.13.           System1 Benefit Plans.

(a)                Section 5.13(a) of the Disclosure Schedules sets forth a true and complete list of each material System1 Benefit Plan (other than (x) individual at-will offer letters or consulting agreements that do not provide for severance or similar termination payments or benefits (other than, for such arrangements applicable to System1 Employees engaged outside of the United States, statutory notice or statutory termination payments) and (y) award agreements for Value Creation Units on substantially the forms provided to Trebia and Protected, in each case, provided that the form of such arrangement is set forth on the Disclosure Schedules) and separately identifies each such System1 Benefit Plan that is not subject to United States Law maintained primarily in respect of any System1 Employees who are located outside of the United States (a “Foreign System1 Benefit Plan”). “System1 Benefit Plan” means each Employee Benefit Plan under which (i) any current or former employee, officer, director or independent contractor of S1 Holdco or any System1 Subsidiary (the “System1 Employees”) has any present or future right to benefits and which are contributed to, required to be contributed to, sponsored by or maintained by S1 Holdco or any System1 Subsidiary or (ii) S1 Holdco or any System1 Subsidiary has any present or future liability, whether contingent or otherwise.

(b)                With respect to each material System1 Benefit Plan, S1 Holdco has delivered or made available to Trebia and Protected copies of (i) such System1 Benefit Plan and any trust agreement or other funding instrument relating to such plan, (ii) the most recent summary plan description, if any, required under ERISA with respect to such System1 Benefit Plan, (iii) the most recent annual report on Form 5500 and all attachments with respect to such System1 Benefit Plan (if applicable), (iv) the most recent current actuarial valuation (if applicable) relating to such System1 Benefit Plan, and (v) the most recent determination or opinion letter, if any, issued by the Internal Revenue Service with respect to any System1 Benefit Plan.

(c)                Except as would not, individually or in the aggregate, reasonably be expected to be material to S1 Holdco and the System1 Subsidiaries, taken as a whole, (i) each System1 Benefit Plan has been established, maintained, and administered in compliance with its terms and all applicable Laws, including ERISA and the Code; (ii) all contributions required to be made with respect to any System1 Benefit Plan on or before the date hereof have been made and all contributions not yet due with respect to any System1 Benefit Plan have been accrued and reflected in S1 Holdco’s financial statements to the extent required by GAAP or IFRS or other applicable law, as applicable. Each System1 Benefit Plan which is intended to be qualified within the meaning of Section 401(a) of the Code (A) has received a favorable determination or opinion letter as to its qualification or (B) has been established under a standardized master and prototype or volume submitter plan for which a current favorable Internal Revenue Service advisory letter or opinion letter has been obtained by the plan sponsor and is valid as to the adopting employer, and, to the knowledge of S1 Holdco, nothing has occurred, whether by action or failure to act, that would reasonably be expected to cause the loss of such qualification.

(d)                Except as would not, individually or in the aggregate, reasonably be expected to be material to S1 Holdco and the System1 Subsidiaries, taken as a whole, neither S1 Holdco nor any System1 Subsidiary has incurred any current or projected liability in respect of post-employment or post-retirement health, medical or life insurance benefits for current, former or retired employees of S1 Holdco or any System1 Subsidiary, except as required (A) to avoid an excise tax under Section 4980B of the Code or otherwise as may be required pursuant to any other applicable Law and at the expense of the participant or beneficiary, or (B) under the American Rescue Plan Act of 2021.

(e)                Except as would not, individually or in the aggregate, reasonably be expected to be material to S1 Holdco and the System1 Subsidiaries, taken as a whole, with respect to any System1 Benefit Plan, (i) no Actions or claims (other than routine claims for benefits in the ordinary course) are pending, or, to the knowledge of S1 Holdco, threatened against any System1 Benefit Plan, the assets of any of the trusts under such plans or the plan sponsor or administrator, or against any fiduciary of any System1 Benefit Plan with respect to the operation thereof and (ii) to the knowledge of S1 Holdco, no facts or circumstances exist that could reasonably be expected to give rise to any such Actions or claims. No event has occurred, and to the knowledge of S1 Holdco, no condition exists that would, by reason of S1 Holdco’s or any System1 Subsidiary’s affiliation with any of its ERISA Affiliates, reasonably be expected to subject S1 Holdco or any System1 Subsidiary to any material tax, fine, lien, penalty or other liability imposed by ERISA or the Code.

(f)                 Neither S1 Holdco, any System1 Subsidiary, nor any ERISA Affiliate thereof, currently sponsors, is required to contribute to or has any liability in respect of or has sponsored, was required to contribute to, or has had any liability in respect of, at any point during the six year period prior to the date hereof, a multiemployer pension plan (as defined in Section 4001(a)(3) of the Code) (a “Multiemployer Plan”) a “multiple employer plan” as defined in Section 413(c) of the Code, or a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA. No Foreign System1 Benefit Plan is a defined benefit plan (as defined in ERISA, whether or not subject to ERISA), seniority premium, termination indemnity, provident fund or gratuity plan or arrangement or, except as would not, individually or in the aggregate, reasonably be expected to be material to S1 Holdco and the System1 Subsidiaries, taken as a whole, has any unfunded or underfunded Liabilities.

(g)                Except as expressly contemplated by this Agreement, neither the execution and delivery of this Agreement by S1 Holdco nor the consummation of the Transactions will (whether alone or in connection with any subsequent event(s)) (i) result in the acceleration of, vesting of or creation of any right of any System1 Employee to payments or benefits, or increases in any payments or benefits or any loan forgiveness, or under any System1 Benefit Plan, (ii) result in severance pay or any increase in severance pay upon any termination of employment of any System1 Employee, or (iii) result in the funding of any payments or benefits to any System1 Employee or under any System1 Benefit Plan.

(h)                No amount or benefit that would be, or has been, received (whether in cash or property or the vesting of property or the cancellation of indebtedness) by any System1 Employee who is a “disqualified individual” of S1 Holdco or any System1 Subsidiary within the meaning of Section 280G of the Code would reasonably be expected to be characterized as an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code) as a result of the consummation of the transactions contemplated by this Agreement.

(i)                 Each System1 Benefit Plan that is a “nonqualified deferred compensation plan” (as defined for purposes of Code Section 409A(d)(1)) is in material documentary and operational compliance with Code Section 409A and the applicable guidance issued thereunder. Neither S1 Holdco nor any System1 Subsidiary has an indemnity obligation for any Taxes imposed under Section 4999 or 409A of the Code.

(j)                 Except as would not, individually or in the aggregate, reasonably be expected to be material to S1 Holdco and the System1 Subsidiaries, taken as a whole, (i) each Foreign System1 Benefit Plan that is intended to qualify for special tax treatment, meets all the requirements for such treatment; (ii) the fair market value of the assets of each funded Foreign System1 Benefit Plan, the liability of each insurer for any Foreign System1 Benefit Plan funded through insurance or the book reserve established for any Foreign System1 Benefit Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations, as of the date of this Agreement, with respect to all current and former participants in such plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign System1 Benefit Plan, and no transaction contemplated by this Agreement shall cause such assets or insurance obligations to be less than such benefit obligations; and (iii) each Foreign System1 Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities.

Section 5.14.           Labor Matters.

(a)                As of the date of this Agreement, neither S1 Holdco nor any System1 Subsidiary is a party to any collective bargaining agreement or other agreement with a labor organization. To the knowledge of S1 Holdco, none of the System1 Employees are represented by any labor organization or works council with respect to their employment with S1 Holdco. To the knowledge of S1 Holdco, as of the date of this Agreement, (i) there are no activities or proceedings of any labor organization to organize any of the System1 Employees and, (ii) as of the date of this Agreement, there is no, and since December 31, 2018 has been no, actual material labor dispute, arbitration, grievance, strike, slowdown, lockout, concerted refusal to work overtime, picketing, hand billing or work stoppage against S1 Holdco. Since December 31, 2018, neither S1 Holdco nor any System1 Subsidiary has implemented any plant closings or employee layoffs that would implicate the federal Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”).

(b)                Except as would not, individually or in the aggregate, reasonably be expected to be material to S1 Holdco and the System1 Subsidiaries, taken as a whole, each of S1 Holdco and each System1 Subsidiary (i) is in compliance with all applicable Laws regarding employment and employment practices, including, without limitation, all Laws respecting terms and conditions of employment, health and safety, employee classification, non-discrimination, wages and hours, immigration, disability rights or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues, the proper classification of employees and independent contractors, the proper classification of exempt and non-exempt employees, and unemployment insurance, and (ii) has not committed any unfair labor practice as defined by the National Labor Relations Board or received written notice of any unfair labor practice complaint against it pending before the National Labor Relations Board that remains unresolved.

(c)                Except as would not, individually or in the aggregate, reasonably be expected to be material to S1 Holdco and the System1 Subsidiaries, taken as a whole, neither S1 Holdco nor any System1 Subsidiary are delinquent in payments to any of their respective employees or former employees for any services.

(d)                As of the date hereof, S1 Holdco has no knowledge that any current direct report to the Chief Executive Officer of S1 Holdco presently intends to terminate his or her employment.

Section 5.15.          Taxes.

(a)                All material Tax Returns required by Law to be filed by S1 Holdco and each System1 Subsidiary have been duly filed within the applicable time limits and those Tax Returns were, and remain, true, correct, and complete in all material respects, and are not (nor is anything in them) the subject of any dispute with any Governmental Authority.

(b)                All material amounts of Taxes due and owing by S1 Holdco and each System1 Subsidiary have been paid within applicable time limits other than Taxes which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which reserves have been established in accordance with GAAP, and since the date of the most recent balance sheet included in the System1 Interim Financial Statements neither S1 Holdco nor any System1 Subsidiary have incurred any material Tax liability outside the ordinary course of business other than Taxes resulting from the Transactions.

(c)                Each of S1 Holdco and each System1 Subsidiary has (i) withheld all material amounts of Taxes required to have been withheld by it in connection with amounts paid or owed to any employee, independent contractor, creditor, shareholder or any other third party, (ii) remitted, or will remit on a timely basis and within applicable time limits, any such amounts required to be remitted to the appropriate Governmental Authority, and (iii) complied in all material respects with applicable Law with respect to Tax withholding.

(d)                Neither S1 Holdco nor any System1 Subsidiary is engaged in any material audit, assessment, examination, investigation, administrative proceeding or judicial proceeding involving a Governmental Authority with respect to Taxes. Neither S1 Holdco nor any System1 Subsidiary has received any written notice from a Governmental Authority of a dispute, assessment, or claim with respect to a material amount of Taxes, other than disputes or claims that have since been resolved and to the knowledge of S1 Holdco, no such claims have been communicated in writing. No written claim has been made by any Governmental Authority in a jurisdiction where S1 Holdco or any System1 Subsidiary does not file a Tax Return that such entity is or may be subject to Taxes by that jurisdiction in respect of Taxes that would be the subject of such Tax Return, which claim has not been resolved. There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, material Taxes of S1 Holdco or any System1 Subsidiary and no written request for any such waiver or extension is currently pending.

(e)                Neither S1 Holdco nor any System1 Subsidiary has been a party to any “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2).

(f)                 There are no Liens with respect to Taxes on any of the assets of S1 Holdco or any System1 Subsidiary, other than Permitted Liens.

(g)                Neither S1 Holdco nor any System1 Subsidiary has any material liability for the Taxes of any Person (other than S1 Holdco or any System1 Subsidiary) (i) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), (ii) as a transferee or successor or (iii) by Contract (except, in each case, for Liabilities pursuant to commercial contracts not primarily relating to Taxes).

(h)                Each of S1 Holdco and each System1 Subsidiary has complied in all material respects with all applicable transfer pricing rules described in Section 482 of the Code and the regulations thereunder, or any corresponding or similar provision of state, local or non-U.S. Law

(i)                 To the knowledge of S1 Holdco, there are no facts, circumstances or plans that, either alone or in combination, could reasonably be expected to prevent the Transactions from qualifying for the Intended Tax Treatment.

(j)                 Neither S1 Holdco nor any System1 Subsidiary will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (A) change in method of accounting under Section 481 of the Code (or similar provision of Law), or use of an improper method of accounting, for a taxable period ending on or prior to the Closing Date; (B) “closing agreement” within the meaning of Section 7121 of the Code (or similar provision of Law) executed prior to the Closing; (C) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or similar provision Law); (D) installment sale or open transaction disposition made prior to the Closing; or (E) advance payments, prepaid or deferred amounts received on or prior to the Closing other than in the ordinary course of business.

(k)                Neither S1 Holdco nor any System1 Subsidiary or Affiliates has (A) obtained a Paycheck Protection Program Loan pursuant to Section 1102 of the CARES Act, (B) applied for loan forgiveness pursuant to Section 1106 of the CARES Act, (C) deferred payment of the employer portion of FICA and Medicare Tax pursuant to Section 2302 of the CARES Act, or (D) claimed the employee retention credit pursuant to Section 2301 of the CARES Act.

(l)                 S1 Holdco is, and at all times since its formation has been, properly treated as a partnership for U.S. federal income tax purposes. Except as set forth on Section 5.15(l) of the Disclosure Schedules, each System1 Subsidiary is, and at all times since formation has been, properly treated as an entity disregarded as separate from its owner for U.S. federal income Tax purposes.

(m)              Each of S1 Holdco and each System1 Subsidiary is, and has always been resident only in its jurisdiction of organization for Tax purposes and is not and has not been, treated as having a permanent establishment, branch or taxable presence in any jurisdiction other than in its jurisdiction of organization.

(n)                S1 Holdco has in effect a valid election under Section 754 of the Code.

(o)                S1 Holdco has not elected to apply the partnership audit regime of the U.S. Bipartisan Budget Act of 2015 early pursuant to Treasury Regulations Section 301.9100-22 to any taxable year beginning prior to January 1, 2018.

Other than Section 5.09, this Section 5.15 provides the sole and exclusive representations and warranties of S1 Holdco in respect of Tax matters.

Section 5.16.          Insurance. As of the date of this Agreement, except as would not, individually or in the aggregate, reasonably be expected to be material to S1 Holdco and the System1 Subsidiaries, taken as a whole, (a) all of the material policies of property, fire and casualty, liability, workers’ compensation, directors and officers and other forms of insurance held by, or for the benefit of, S1 Holdco or any System1 Subsidiary with respect to policy periods that include the date of this Agreement (the “Policies”) are in full force and effect, and (b) neither S1 Holdco nor any System1 Subsidiary has received a written notice of cancellation of any of the Policies or of any material changes that are required in the conduct of the business of S1 Holdco or any System1 Subsidiary as a condition to the continuation of coverage under, or renewal of, any of the Policies.

Section 5.17.          Permits. As of the date of this Agreement, each of S1 Holdco and each System1 Subsidiary has all material Permits that are required to own, lease or operate its properties and assets and to conduct its business as currently conducted, except with respect to Permits required under applicable Environmental Laws (as to which certain representations and warranties are made pursuant to Section 5.21) and except where the failure to obtain the same would not, individually or in the aggregate, reasonably be expected to be material to S1 Holdco and the System1 Subsidiaries, taken as a whole. S1 Holdco and each System1 Subsidiary have obtained all of the material Permits necessary under applicable Laws to permit S1 Holdco and each System1 Subsidiary to own, operate, use and maintain their assets in the manner in which they are now operated and maintained and to conduct the business and operations of S1 Holdco and each System1 Subsidiary as currently conducted. The operation of the business of S1 Holdco and each System1 Subsidiary as currently conducted is not in material violation of, nor is S1 Holdco or any System1 Subsidiary in material default or material violation under, any material Permit.

Section 5.18.          Real Property.

(a)                Neither S1 Holdco nor any System1 Subsidiary owns any real property. Neither S1 Holdco nor any System1 Subsidiary is party to any agreement or option to purchase any real property or interest therein. Section 5.18 of the Disclosure Schedules contains a true, correct and complete list, as of the date of this Agreement, of all Leased Real Property leased or otherwise occupied by S1 Holdco or any System1 Subsidiary including, the address of each Leased Real Property. S1 Holdco has made available to Trebia and Protected true, correct and complete copies of the material Contracts pursuant to which S1 Holdco or any System1 Subsidiary occupy (or have been granted an option to occupy) the Leased Real Property or is otherwise a party with respect to the Leased Real Property (the “System1 Leases”). Except as would not be material to S1 Holdco and the System1 Subsidiaries, taken as a whole, S1 Holdco or one of the System1 Subsidiaries has a valid and subsisting leasehold estate in, and enjoys peaceful and undisturbed possession of, all Leased Real Property, subject only to Permitted Liens. With respect to each System1 Lease and except as would not constitute a Material Adverse Effect, (i) such System1 Lease is valid, binding and enforceable and in full force and effect against S1 Holdco or one of the System1 Subsidiaries and, to S1 Holdco’s knowledge, the other party thereto, subject to the Enforceability Exceptions, (ii) neither S1 Holdco nor any System1 Subsidiary has received or given any written notice of material default or material breach under any of the System1 Leases; and (iii) there does not exist under any System1 Lease any event or condition which, with notice or lapse of time or both, would become a material default by S1 Holdco or any System1 Subsidiary or, to S1 Holdco’s knowledge, any other party thereto.

(b)                Neither S1 Holdco nor any System1 Subsidiary has collaterally assigned or granted any other security interest (other than Permitted Liens) in the Leased Real Property or any interest therein which is still in effect. Neither S1 Holdco nor any System1 Subsidiary is in material violation of any legal requirements applicable to its occupancy of the Leased Real Property, except as would not be material to S1 Holdco and the System1 Subsidiaries, taken as a whole.

Section 5.19.          Intellectual Property and IT Security.

(a)                Section 5.19(a) of the Disclosure Schedules lists each item of material Intellectual Property owned or purported to be owned by S1 Holdco or any System1 Subsidiary as of the date of this Agreement and that is the subject of an application or registration with any Governmental Authority or Internet domain name registrar, including the record owner of each such item. Except as would not, individually or in the aggregate, reasonably be expected to be material to S1 Holdco and the System1 Subsidiaries taken as a whole, each item of Intellectual Property required to be listed on Section 5.19(a) of the Disclosure Schedules (collectively, the “System1 Disclosure Scheduled Intellectual Property”) is subsisting and unexpired and, to the knowledge of S1 Holdco, valid and enforceable. Except as would not, individually or in the aggregate, reasonably be expected to be material to S1 Holdco and the System1 Subsidiaries, taken as a whole, all necessary registration, maintenance, renewal, and other relevant filing fees with a final due date as of the date hereof have been timely paid and all necessary documents and certificates in connection therewith have been timely filed with the relevant authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of maintaining all System1 Disclosure Scheduled Intellectual Property in full force and effect. Except as would not, individually or in the aggregate, reasonably be expected to be material to S1 Holdco and the System1 Subsidiaries, taken as a whole, S1 Holdco or one of the System1 Subsidiaries (x) solely and exclusively owns all System1 Owned Intellectual Property, free and clear of all Liens (except Permitted Liens), and (y) has valid rights to use all other Intellectual Property used, practiced, or held for use or practice by S1 Holdco or any System1 Subsidiary in the operation of the business of S1 Holdco and the System1 Subsidiaries as presently conducted (the “System1 Licensed Intellectual Property”). Except as would not, individually or in the aggregate, reasonably be expected to be material to S1 Holdco and the System1 Subsidiaries, taken as a whole, the System1 Owned Intellectual Property and the System1 Licensed Intellectual Property (when used within the scope of the applicable license) constitute all of the Intellectual Property reasonably necessary and sufficient to enable S1 Holdco and the System1 Subsidiaries to conduct the business as currently conducted (provided that the last two sentences of clause (a) and the first sentence of clause (d) below shall not be construed to be a representation as to the non-infringement of any third-party Intellectual Property).

(b)                Except as stated on Section 5.19(b) of the Disclosure Schedules, except as would not, individually or in the aggregate, reasonably be expected to be material to S1 Holdco and the System1 Subsidiaries, taken as a whole (i) the conduct and operation of the business of S1 Holdco and each System1 Subsidiary is not infringing upon, misappropriating or otherwise violating any Intellectual Property rights of any Person, and have not, in the past three (3) years, infringed upon, misappropriated or otherwise violated any Intellectual Property rights of any Person, and (ii) to the knowledge of S1 Holdco, no third party is infringing upon, misappropriating or otherwise violating any material System1 Owned Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to be material to S1 Holdco and the System1 Subsidiaries, taken as a whole, as of the date of this Agreement, neither S1 Holdco nor any System1 Subsidiary have received from any Person at any time in the past three (3) years (or earlier, for material matters that are unresolved as of the date hereof), any written notice that S1 Holdco or any System1 Subsidiary is infringing upon, misappropriating or otherwise violating any Intellectual Property rights of any Person. Except as would not, individually or in the aggregate, reasonably be expected to be material to S1 Holdco and the System1 Subsidiaries, taken as a whole, neither S1 Holdco nor any System1 Subsidiary is the subject of any pending or, to the knowledge of S1 Holdco, threatened Action either (x) alleging that S1 Holdco or any System1 Subsidiary is infringing upon, misappropriating or otherwise violating any Intellectual Property rights of any Person or (y) challenging the ownership, use, validity or enforceability of any System1 Owned Intellectual Property.

(c)                Except as would not, individually or in the aggregate, reasonably be expected to be material to S1 Holdco and the System1 Subsidiaries, taken as a whole, (i) S1 Holdco and each System1 Subsidiary take commercially reasonable actions and measures to protect and maintain (x) the ownership and, as applicable, confidentiality of all material System1 Owned Intellectual Property (including, through written Contracts in favor of S1 Holdco or a System1 Subsidiary with each of their respective former and current employees, consultants and independent contractors (I) who have had access to material confidential information or trade secrets of S1 Holdco or a System1 Subsidiary, in which case, such persons have agreed to hold all such confidential information and trade secrets in confidence, or (II) who have contributed to or developed material Intellectual Property for S1 Holdco or a System1 Subsidiary pursuant to which, in such latter case, each such Person has presently assigned all of such Person’s rights, title and interest in and to all Intellectual Property created or developed for S1 Holdco or any System1 Subsidiary in the course of such Person’s employment or retention thereby, to the extent such System1 Owned Intellectual Property would not vest initially in S1 Holdco or a System1 Subsidiary by operation of law) and (y) the security, confidentiality (as applicable), continuous operation and integrity of their IT Systems and Software (and all Data stored therein or transmitted thereby); (ii) no Open Source Software is or has been included, incorporated or embedded in, linked to or combined with material Software owned or purported to be owned by S1 Holdco or any System1 Subsidiary (“System1 Software”) that has been conveyed, distributed or made available to third parties, in each case, in a manner that requires, under the terms of the applicable license, that such System1 Software be licensed, distributed, or otherwise made available to third parties (x) in source code form or (y) under terms that permit modification, or the creation of derivative works of any material System1 Software; and (iii) except for employees, consultants and other independent contractors engaged by S1 Holdco or any System1 Subsidiary in the ordinary course of business under written confidentiality agreements, no other Person possesses (or has any right to access or have disclosed) any source code to any System1 Software.

(d)                Except as would not, individually or in the aggregate, reasonably be expected to be material to S1 Holdco and the System1 Subsidiaries, taken as a whole, S1 Holdco or one of the System1 Subsidiaries owns or has a valid right to use all IT Systems used in connection with their respective businesses as currently conducted (the “System1 IT Systems”), and the System1 IT Systems are adequate for, and operate and perform in all material respects as required, in connection with the operation of S1 Holdco’s and the System1 Subsidiaries’ respective businesses. S1 Holdco and each System1 Subsidiary maintain commercially reasonable back-up and disaster recovery and business continuity plans that are, in the reasonable determination of S1 Holdco, in accordance with standard industry practice in all material respects. Except as would not, individually or in the aggregate, reasonably be expected to be material to S1 Holdco and the System1 Subsidiaries, taken as a whole, S1 Holdco and each System1 Subsidiary take and have taken commercially reasonable steps to ensure that the IT Systems and System1 Software are free from material viruses and other material malicious Software (including worms, Trojan horses, bugs, faults or other devices, errors, contaminants or material vulnerabilities which may be used to gain access to, alter, delete, destroy or disable any of its or any third party’s IT Systems or Software or which may in other ways cause damage to or abuse such IT Systems or Software). Except as would not, individually or in the aggregate, reasonably be expected to be material to S1 Holdco and the System1 Subsidiaries, taken as a whole, to the knowledge of S1 Holdco, the System1 IT Systems and System1 Software are free of any such viruses and malicious Software.

Section 5.20.          Data Privacy.

(a)                S1 Holdco and each System1 Subsidiary and, to the knowledge of S1 Holdco, any Person acting for or on behalf of S1 Holdco or any System1 Subsidiary, currently comply in all material respects with and have, since December 31, 2018, complied in all material respects with, (i) all applicable Privacy Laws, (ii) all of S1 Holdco and the System1 Subsidiaries’ policies and notices regarding Personal Information, and (iii) all of S1 Holdco and the System1 Subsidiaries’ contractual obligations with respect to Personal Information. Since December 31, 2018, S1 Holdco and each System1 Subsidiary have implemented and maintained any legally required policies, procedures and systems for receiving and responding to requests from individuals concerning their Personal Information. None of the privacy policies or notices of S1 Holdco or any System1 Subsidiary have contained any omissions or been misleading or deceptive.

(b)             S1 Holdco and each System1 Subsidiary have, since December 31, 2018, implemented and maintained reasonable and appropriate technical and organizational safeguards, consistent in all material respects with applicable Privacy Laws, reasonably designed to protect Personal Information in their possession or control against loss, theft, misuse or unauthorized access, use, modification, alteration, destruction or disclosure. S1 Holdco and each System1 Subsidiary have taken reasonable steps, including where necessary through contractual obligations, to ensure that any third party with access to Personal Information collected by or on behalf of S1 Holdco or any System1 Subsidiary has implemented and maintained the same. To the knowledge of S1 Holdco, any third party who has provided Personal Information to S1 Holdco or any System1 Subsidiary has done so in compliance with applicable Privacy Laws, including providing any notice and obtaining any consent so required.

(c)                To the knowledge of S1 Holdco, there have been no material breaches, security incidents, misuse of or unauthorized access to or disclosure of any Personal Information in the possession or control of S1 Holdco or any System1 Subsidiary or collected, used or processed by or on behalf of S1 Holdco or any System1 Subsidiary that would have required any notification to regulators, consumers, or customers. Neither S1 Holdco nor any System1 Subsidiary have received any written notice of any claims, investigations or inquiries (including regulatory inquiries) related to, or been charged with, the violation of any Privacy Laws, applicable privacy policies, or contractual commitments with respect to Personal Information (except as has been resolved without material liability to S1 Holdco or any System1 Subsidiary).

(d)                The transfer of Personal Information in connection with the transactions contemplated by this Agreement will not violate any applicable Privacy Laws or the privacy policies of S1 Holdco or any System1 Subsidiary as they currently exist or as they existed at any time during which any of the Personal Information was collected or obtained. The execution, delivery and performance of this Agreement complies with all applicable Privacy Laws and with the privacy policies and applicable contractual obligations of S1 Holdco and each System1 Subsidiary.

Section 5.21.          Environmental Matters. Except as would not constitute a Material Adverse Effect:

(a)                S1 Holdco and each System1 Subsidiary are, and since December 31, 2018 have been, in compliance with all Environmental Laws;

(b)                S1 Holdco and each System1 Subsidiary hold all material Permits required under Environmental Laws to permit S1 Holdco and any System1 Subsidiary to operate their respective assets in a manner in which they are now operated and to conduct the respective businesses of S1 Holdco and the System1 Subsidiaries as currently conducted; and

(c)                there are no written claims or written notices of violation pending against or, to the knowledge of S1 Holdco, threatened against S1 Holdco or any System1 Subsidiary alleging any violations of or liability under any Environmental Law or any violations or liability concerning any Hazardous Materials, and, to the knowledge of S1 Holdco, there is no reasonable basis for any such claims or notices.

This Section 5.21 provides the sole and exclusive representations and warranties of S1 Holdco in respect of environmental matters, including any and all matters arising under Environmental Laws.

Section 5.22.          Absence of Changes.

(a)                Since December 31, 2020, no Material Adverse Effect has occurred.

(b)               Since December 31, 2020, except (i) as set forth on Section 5.22(b) of the Disclosure Schedules, (ii) for any COVID-19 Measures and (iii) in connection with the transactions contemplated by this Agreement or any other Transaction Agreement, through and including the date of this Agreement, S1 Holdco and each System1 Subsidiary have carried on their respective businesses and operated their properties in all material respects in the ordinary course of business.

(c)                Since March 31, 2021, except (i) as set forth on Section 5.22(c) of the Disclosure Schedules, (ii) for any actions taken in response to COVID-19 Measures and (iii) in connection with the transactions contemplated by this Agreement or any other Transaction Agreement, neither S1 Holdco nor any of the System1 Subsidiaries has taken or permitted to occur any action that, were it to be taken from and after the date hereof, would require the prior written consent of Trebia pursuant to Section 10.01.

Section 5.23.          Brokers’ Fees. Except for fees described on Section 5.23 of the Disclosure Schedules, no broker, finder, financial advisor, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other similar fee, commission or other similar payment in connection with the transactions contemplated by this Agreement or any other Transaction Agreement based upon arrangements made by S1 Holdco, any System1 Subsidiary or any of their Affiliates.

Section 5.24.          Related Party Transactions. Except for the Contracts set forth on Section 5.24 of the Disclosure Schedules and Contracts between S1 Holdco and any System1 Subsidiary, there are no Contracts between S1 Holdco or any System1 Subsidiary, on the one hand, and any Affiliate, officer or director of S1 Holdco or, to S1 Holdco’s knowledge, any Affiliate of any of them, on the other hand, except in each case, for Contracts in respect of (a) employment agreements, fringe benefits and other compensation paid to directors, officers and employees consistent with previously established policies, (b) reimbursements of expenses incurred in connection with their employment or service (excluding from clause (a) and this clause (b), and therefore expressly included in the definition of “System1 Related Party Contracts,” for Contracts in respect of any loans made by S1 Holdco or any System1 Subsidiary to any officer, director, employee, member or stockholder and all related arrangements, including any pledge arrangements) and (c) amounts paid pursuant to System1 Benefit Plans (the “System1 Related Party Contracts”).

Section 5.25.          Proxy Statement / Prospectus. None of the information relating to S1 Holdco or any System1 Subsidiary supplied or to be supplied by S1 Holdco, or by any other Person acting on behalf of S1 Holdco or any System1 Subsidiary, in writing specifically for inclusion in the Proxy Statement / Prospectus will, as of the date the Proxy Statement / Prospectus (or any amendment or supplement thereto) is first mailed to Trebia’s stockholders, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that none of S1 Holdco or any System1 Subsidiary makes any representations or warranties as to the information contained in or omitted from the Proxy Statement / Prospectus (a) that is modified in any material respect by Trebia or any of its Affiliates or Representatives without S1 Holdco’s prior written approval which is misleading by virtue of such modification or (b) in reliance upon and in conformity with information furnished in writing by or on behalf of Trebia or any of its Affiliates specifically for inclusion in the Proxy Statement / Prospectus which is misleading by virtue of such reliance and conformity. All financial projections with respect to any member of S1 Holdco or any System1 Subsidiary that were delivered by or on behalf of such parties or their respective Representatives were prepared in good faith using assumptions that S1 Holdco or any such System1 Subsidiary believes to be reasonable.

Article VI
Representations and Warranties of Protected

Except as set forth in the Disclosure Schedules to this Agreement (each of which qualifies (a) the correspondingly numbered representation, warranty or covenant if specified therein and (b) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent on its face), Protected represents and warrants to Trebia as follows:

Section 6.01.         Corporate Organization of Protected. Protected has been formed as a corporation and is validly existing and is in good standing under the Laws of the State of Delaware and has all requisite power and authority to own, operate and lease its properties, rights and assets and to conduct its business as it is now being conducted, except where such failure to be in good standing or to have such corporate power and authority would not constitute a Material Adverse Effect. The copies of the organizational documents of Protected, as in effect on the date hereof, previously made available by Protected to Trebia and S1 Holdco (i) are true, correct and complete and (ii) are in full force and effect. Protected has the requisite corporate power and authority to own, operate and lease all of its properties, rights and assets and to carry on its business as it is now being conducted and is duly licensed or qualified and in good standing as a foreign entity in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified, except where failure to be so licensed or qualified would not reasonably be expected to constitute, individually or in the aggregate, a Material Adverse Effect. Protected is not in violation of any of the provisions of its organizational documents.

Section 6.02.          Subsidiaries. The Protected Subsidiaries as of the date of this Agreement are set forth on Section 6.02 of the Disclosure Schedules. The Protected Subsidiaries have been duly formed or organized, are validly existing and in good standing (to the extent such concept applies) under the Laws of their jurisdiction of incorporation or organization and have the power and authority to own, operate and lease their properties, rights and assets and to conduct their respective businesses as they are now being conducted, except where such failure to have such power and authority would not reasonably be expected to constitute, individually or in the aggregate, a Material Adverse Effect. Each Protected Subsidiary is duly licensed or qualified and in good standing as a foreign or extra-provincial corporation (or other entity, if applicable) in each jurisdiction in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified, except where the failure to be in good standing or so licensed or qualified would not reasonably be expected to constitute, individually or in the aggregate, a Material Adverse Effect.

Section 6.03.          Due Authorization. Protected has the requisite corporate power and authority to execute and deliver this Agreement and each Transaction Agreement to which it is a party and (subject to the approvals described in Section 6.05) to perform all obligations to be performed by it hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the board of directors, managing member or equivalent governing body of Protected no other organizational or equivalent proceeding on the part of Protected is necessary to authorize, approve or adopt this Agreement or such Transaction Agreements or to consummate the transactions contemplated hereby or thereby. This Agreement has been, and each such Transaction Agreement will (when executed and delivered) be, duly and validly executed and delivered by Protected and, assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement will constitute, a valid and binding obligation of Protected, enforceable against Protected in accordance with its terms, subject to the Enforceability Exceptions.

Section 6.04.          No Conflict. Subject to the receipt of the consents, approvals, authorizations and other requirements set forth in Section 6.05, the execution, delivery and performance of this Agreement and each Transaction Agreement to which Protected is party by Protected and the consummation of the transactions contemplated hereby and thereby do not and will not (a) violate any provision of, or result in the breach of or default under, the certificate of formation, certificate of incorporation or bylaws, or other organizational documents of Protected (including any shareholders’ or investor rights agreement to which Protected is a party), (b) violate any provision of, or result in the breach of or default by Protected under, or require any filing, registration or qualification under, any applicable Law, (c) require any consent, waiver or other action by any Person under, violate, or result in a breach of, constitute a default under, result in the acceleration, cancellation, termination or modification of, or create in any party the right to accelerate, terminate, cancel or modify, any Protected Material Contract or Protected Leases, (d) result in the creation of any Lien upon any of the properties, rights or assets of Protected or any of its Subsidiaries, (e) constitute an event which, after notice or lapse of time or both, would result in any such violation, breach, termination, acceleration, modification, cancellation or creation of a Lien or (f) result in a violation or revocation of any license, permit or approval from any Governmental Authority or other Person, except, (i) in the case of clause (b) above, for such violations, breaches or defaults that would not, individually or in the aggregate, be material to Protected and its Subsidiaries, taken as a whole, and (ii) in the case of clauses (c), (d), (e) and (f) above, for such violations, conflicts, breaches, defaults or failures to act that would not reasonably be expected to constitute, individually or in the aggregate, a Material Adverse Effect.

Section 6.05.          Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of Trebia, S1 Holdco, the CSC Blockers, the Blocker Parents, the Court Square GPs and OpenMail contained in this Agreement, no Governmental Filings are required on the part of Protected with respect to Protected’s execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, except for (a) applicable requirements of the HSR Act and any other applicable Antitrust Laws or applicable Foreign Investment Laws, (b) any actions, consents, approvals, permits or authorizations, designations, declarations or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to be material to Protected and its Subsidiaries, taken as a whole, and (c) as otherwise disclosed on Section 6.05 of the Disclosure Schedules.

Section 6.06.          Current Capitalization.

(a)                Section 6.06 of the Disclosure Schedules sets forth, as of the date hereof, a list of all of the issued and outstanding Protected Securities and any other membership, limited liability company and other equity, ownership, profit, voting or similar interests in, or securities of, Protected, together with all interests or securities convertible into or exchangeable or exercisable for any of the foregoing and all rights, commitments or arrangements to subscribe for or acquire (or obligations or commitments of Protected to issue, sell or otherwise transfer), including, in each case, (i) the record and beneficial owners thereof, (ii) the number and class of Protected Securities or other interest or security held by each such record and beneficial owner and (iii) the vesting schedule thereof (if applicable). The outstanding Protected Securities have been duly authorized and validly issued and are fully paid and nonassessable and have not been issued in violation of any preemptive or similar rights.

(b)                There are no outstanding (i) securities of Protected convertible into or exchangeable for ownership interests in Protected, (ii) obligations, options, warrants or other rights, commitments or arrangements to acquire from Protected, or other obligations or commitments of Protected to issue, sell or otherwise transfer, any ownership interests in, or any securities convertible into or exchangeable for any ownership interests in, Protected or (iii) restricted shares, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar equity or equity-based securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any ownership interests in, Protected (the items in clauses (i) – (iii), in addition to all ownership interests of Protected, being referred to collectively as the “Protected Securities”). There are no (i) voting trusts, proxies, equityholders agreements or other similar agreements or understandings to which Protected is a party or by which Protected is bound with respect to the voting or transfer of any shares of capital stock of Protected, or (ii) obligations or commitments of Protected to repurchase, redeem or otherwise acquire any Protected Securities or make payments in respect of such shares, including based on the value thereof, or to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person.

Section 6.07.          Capitalization of Subsidiaries. The outstanding shares of capital stock or other equity interests of each of the Protected Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable. All of the outstanding ownership interests in each Protected Subsidiary are owned, directly or indirectly, by Protected free and clear of any Liens (other than the restrictions under applicable Securities Laws and Permitted Liens and Liens securing obligations under the Bank Financing Agreement) and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such ownership interests) and have not been issued in violation of preemptive or similar rights. There are no outstanding (i) securities of Protected or any Protected Subsidiary convertible into or exchangeable for ownership interests in any Protected Subsidiary, (ii) obligations, options, warrants or other rights, commitments or arrangements to acquire from Protected or any Protected Subsidiary, or other obligations or commitments of Protected or any Protected Subsidiary to issue, sell or otherwise transfer, any ownership interests in, or any securities convertible into or exchangeable for any ownership interests in, any Protected Subsidiary or (iii) restricted shares, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar equity or equity-based securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any ownership interests in, any Protected Subsidiary (the items in clauses (i) - (iii), in addition to all ownership interests of the Protected Subsidiaries, being referred to collectively as the “Protected Subsidiary Securities”). There are no (i) voting trusts, proxies, equityholders agreements or other similar agreements or understandings to which Protected or any Protected Subsidiary is a party or by which Protected or any Protected Subsidiary is bound with respect to the voting or transfer of any shares of capital stock of any Protected Subsidiary, or (ii) obligations or commitments of Protected or any Protected Subsidiary to repurchase, redeem or otherwise acquire any Protected Subsidiary Securities or make payments in respect of such securities, including based on the value thereof, or to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person. Except for the Protected Subsidiary Securities, neither Protected nor any Protected Subsidiary owns any equity, ownership, profit, voting or similar interest in or any interest convertible into, or exchangeable or exercisable for, any equity, profit, voting or similar interest in, any Person. No shares of capital stock are held in treasury by any Protected Subsidiary.

Section 6.08.          Financial Statements.

(a)                Attached as Section 6.08 of the Disclosure Schedules are true, accurate and complete copies of (i) the audited consolidated balance sheets of Protected.net Group Limited Group as at December 31, 2020, December 31, 2019 and December 31, 2018, and the related audited consolidated statements of income and comprehensive income, shareholders’ equity and cash flows for the respective twelve-month periods then ended, together with the auditor’s reports thereon (the “Protected Audited Financial Statements”) and (ii) the unaudited consolidated condensed balance sheet Protected.net Group Limited Group, as at March 31, 2021 and the related unaudited consolidated condensed statements of income for the three-month period ended March 31, 2021 (the “Protected Interim Financial Statements” and, together with the Protected Audited Financial Statements, the “Protected Financial Statements”).

(b)                The Protected Financial Statements together with related notes, have been prepared in accordance with GAAP on a consistent basis throughout the periods involved, except as disclosed therein, and present fairly, in all material respects, the consolidated financial position, cash flows and results of operations of Protected and the Protected Subsidiaries, as applicable, as of the dates and for the periods indicated in such Protected Financial Statements (except in the case of the Protected Interim Financial Statements for the absence of footnotes and other presentation items and for normal and recurring year-end adjustments, in each case, the impact of which is not material).

Section 6.09.          Undisclosed Liabilities. As of the date of this Agreement, neither Protected nor any Protected Subsidiary has any material Liability, debt or obligation required to be reflected or reserved for on a balance sheet prepared in accordance with GAAP, except for Liabilities and obligations (a) reflected or reserved for in the Protected Financial Statements or disclosed in any notes thereto, (b) that has arisen since March 31, 2021 in the ordinary course of business of Protected and its Subsidiaries, (c) arising under this Agreement and/or the performance by Trebia and S1 Holdco of their respective obligations hereunder, including transaction expenses, (d) disclosed by Protected in the Disclosure Schedules, or (e) that would not be material to Protected and its Subsidiaries, taken as a whole.

Section 6.10.          Litigation and Proceedings. Except for Actions under any Tax Law (as to which certain representations and warranties are made pursuant to Section 6.15) and Actions under any Environmental Law (as to which certain representations and warranties are made pursuant to Section 6.21), as of the date of this Agreement, there are no Actions pending or, to the knowledge of Protected, threatened in writing against Protected or any Protected Subsidiary or any of their properties, rights or assets that constitutes, or would reasonably be expected to constitute, individually or in the aggregate, a Material Adverse Effect. There are no Governmental Orders imposed upon or, to the knowledge of Protected, threatened in writing against Protected or any Protected Subsidiary or any of their properties, rights or assets that would, individually or in the aggregate, reasonably be expected to be material to Protected and the Protected Subsidiaries, taken as a whole. There are no unsatisfied judgments or any open injunctions binding upon Protected or any Protected Subsidiary which would, individually or in the aggregate, reasonably be expected to be material to Protected and the Protected Subsidiaries, taken as a whole.

Section 6.11.          Compliance with Laws.

(a)                Except where the failure to be, or to have been, in compliance with such Laws has not, and would not, individually or in the aggregate, be material to Protected and the Protected Subsidiaries, taken as a whole, Protected and the Protected Subsidiaries are, and since December 31, 2018 have been, in compliance with all applicable Laws and Governmental Orders. Protected and the Protected Subsidiaries hold, and since December 31, 2018 have held, all Permits necessary for the lawful conduct of Protected’s business. From December 31, 2018, (i) neither Protected nor any Protected Subsidiary has received any written notice of any violations of applicable Laws, Governmental Orders or Permits (other than allegations asserted by providers in connection with requests for claims adjustments by such providers in the ordinary course of business) and (ii) to the knowledge of Protected, no assertion or Action of any violation of any Law, Governmental Order or Permit by Protected or any Protected Subsidiary is currently threatened against Protected or any Protected Subsidiary (other than allegations asserted by providers in connection with requests for claims adjustments by such providers in the ordinary course of business), in each case of the foregoing clauses (i) and (ii), except as would not, individually or in the aggregate, be material to Protected and the Protected Subsidiaries, taken as a whole. As of the date hereof, no investigation or review by any Governmental Authority with respect to Protected or any Protected Subsidiary is pending or, to the knowledge of Protected, threatened and no such investigations have been conducted by any Governmental Authority since December 31, 2018, in each case, other than those the outcome of which would not reasonably be expected to be, individually or in the aggregate, material to S1 Holdco and the System1 Subsidiaries, taken as a whole.

(b)                Protected and the Protected Subsidiaries and, to the knowledge of Protected, each Person acting for or on behalf of Protected or any Protected Subsidiary currently comply in all material respects with, and have, since December 31, 2018, complied in all material respects with, all applicable Anti-Corruption Laws and Anti-Money Laundering Laws. Since December 31, 2017, (i) there has been no action taken by Protected, the Protected Subsidiaries, nor, to the knowledge of Protected, any of their officers, directors, managers, employees, consultants or agents, in each case, acting on behalf of Protected or any Protected Subsidiary, in material violation of any Anti-Corruption Law or Anti-Money Laundering Law, (ii) neither Protected nor any Protected Subsidiary has been convicted of violating any applicable Anti-Corruption Laws or Anti-Money Laundering Laws or subjected to any investigation by a Governmental Authority for a material violation of any applicable Anti-Corruption Laws or Anti-Money Laundering Laws, (iii) neither Protected nor any Protected Subsidiary has conducted or initiated any internal investigation or made a voluntary, directed, or involuntary disclosure to any Governmental Authority regarding any alleged act or omission arising under or relating to any material noncompliance with any applicable Anti-Corruption Law or Anti-Money Laundering Law and (iv) neither Protected nor any Protected Subsidiary has received any written notice or citation, or to the knowledge of Protected, any non-written notice, from a Governmental Authority for any actual or potential material noncompliance with any applicable Anti-Corruption Law or Anti-Money Laundering Law.

(c)                None of Protected, the Protected Subsidiaries, nor, to the knowledge of Protected, any of their respective officers, directors, managers, employees, consultants or agents, (i) is a Person with whom transactions are prohibited or limited under any Laws relating to economic sanctions, including those administered by the U.S. government (including, without limitation, the Department of the Treasury’s Office of Foreign Assets Control, the Department of State, or the Department of Commerce), the United Nations Security Council, the European Union, or Her Majesty’s Treasury, (ii) since December 31, 2018, has knowingly engaged in any dealings or transactions with any person that, at the time of the dealing or transaction, is or was the subject or the target of broad territorial sanctions, including the Crimea region of Ukraine, Cuba, Iran, North Korea, or Syria, or (iii) has materially violated any Laws relating to economic sanctions since December 31, 2018.

Section 6.12.          Contracts; No Defaults.

(a)                Section 6.12(a) of the Disclosure Schedules contains a true and complete listing of all Contracts (other than purchase orders) described in clauses (i) through (xiv) of this Section 6.12(a) to which, as of the date of this Agreement, Protected or any of Protected Subsidiary is a party (together with all material amendments, waivers or other changes thereto) other than Protected Benefit Plans (collectively, the “Protected Material Contracts”). True, correct and complete copies of the Protected Material Contracts have been delivered to or made available to Trebia and S1 Holdco.

(i)                 Each Contract that Protected reasonably anticipates will involve aggregate payments or consideration furnished by or to Protected or by or to any Protected Subsidiary of more than $1,000,000 in the calendar year ended December 31, 2021 or any subsequent calendar year;

(ii)               Each agreement related to Borrowed Money Debt (including each Protected Financing Agreement);

(iii)             Each Contract that is a definitive purchase and sale or similar agreement for the acquisition of any Person or any business unit thereof or the disposition of any material assets of Protected or any Protected Subsidiary since December 31, 2017, in each case, involving payments in excess of $1,000,000;

(iv)              Each lease, rental or occupancy agreement, installment and conditional sale agreement and each other Contract with outstanding obligations that (x) provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in any real or personal property and (y) involves aggregate payments in excess of $1,000,000 in any calendar year, other than sales or purchase agreements in the ordinary course of business consistent with past practices and sales of obsolete equipment;

(v)                Each joint venture Contract, partnership agreement, limited liability company agreement or similar Contract (other than Contracts between Protected Subsidiaries) that is material to the business of Protected and the Protected Subsidiaries, taken as a whole;

(vi)              Each Contract requiring capital expenditures after the date of this Agreement in an amount in excess of $1,000,000 in the aggregate;

(vii)            Each Contract expressly prohibiting or restricting in any material respect the ability of Protected or the Protected Subsidiaries to engage in any business, to sell or distribute any products, to operate in any geographical area or to compete with any Person;

(viii)          Each material Contract under which Protected or any Protected Subsidiary (A) is granted any license, sublicense or covenant not to sue or assert under or with respect to any third party’s Intellectual Property or (B) grants to any third party any license, sublicense or covenant not to sue or assert under or with respect to any Protected Owned Intellectual Property, excluding, in the case of (A), (I) licenses granted to Protected or the Protected Subsidiaries for commercially available “off-the-shelf” software with annual aggregate fees of less than $1,000,000 and (II) ancillary visual or audio media content acquisition click-wrap or shrink wrap agreement(s) entered into in the ordinary course of business, and in the case of (B), (I) non-exclusive licenses granted to customers or resellers in the ordinary course of business and (II) non-exclusive licenses granted to vendors by Protected or any Protected Subsidiaries which license solely permits the vendor to provide services to Protected and/or any Protected Subsidiary;

(ix)              Each employee collective bargaining Contract or other Contract with any labor union, works council, or labor organization or association;

(x)                Each sales commission or brokerage Contract that involves annual payments in excess of $1,000,000 or is not cancellable on 30 calendar days’ notice without payment or penalty;

(xi)              Each mortgage, indenture, note, installment obligation or other instrument, agreement or arrangement for or relating to any Indebtedness or borrowing of money by or from Protected or any Protected Subsidiary in excess of $1,000,000 (other than Contracts disclosed pursuant to Section 6.12(a)(ii));

(xii)            Any Contract that is a currency or interest hedging arrangement;

(xiii)          Any Contract under which Protected or any Protected Subsidiary has agreed to purchase or sell goods or services from a vendor, supplier or other person on a preferred supplier or “most favored supplier” basis; and

(xiv)          Any commitment to enter into any agreement of a type described in clauses (i) through (xiii) of this Section 6.12(a).

(b)                Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date and except as would not, individually or in the aggregate, reasonably be expected to be material to Protected and the Protected Subsidiaries, taken as a whole, as of the date of this Agreement, all of the Contracts listed or required to be listed on Section 6.12(a) of the Disclosure Schedules pursuant to Section 6.12(a) are (i) in full force and effect and (ii) represent the legal, valid and binding obligations of Protected or any Protected Subsidiary party thereto and, to the knowledge of Protected, represent the legal, valid and binding obligations of the other parties thereto, in each case, subject to the Enforceability Exceptions. As of the date of this Agreement, except as would not reasonably be expected to be, individually or in the aggregate, material to Protected and the Protected Subsidiaries, taken as whole, (w) none of Protected, any Protected Subsidiary or, to the knowledge of Protected, any other party thereto is or to the knowledge of Protected, is alleged to be in material breach of or material default under any such Contract, (x) neither Protected nor any Protected Subsidiary has received any written claim or notice of material breach of or material default under any such Contract, (y) to the knowledge of Protected, no event has occurred which individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract (in each case, with or without notice or lapse of time or both) and (z) no party to any such Contract that is a customer of or supplier to Protected or any Protected Subsidiary has, within the past 12 months, canceled or terminated its business with, or, to the knowledge of Protected, threatened in writing to cancel or terminate its business with, Protected or any Protected Subsidiary.

Section 6.13.          Protected Benefit Plans.

(a)                Section 6.13(a) of the Disclosure Schedules sets forth a true and complete list of each material Protected Benefit Plan (other than (x) individual at-will offer letters or consulting agreements that do not provide for severance or similar termination payments or benefits (other than, for such arrangements applicable to Protected Employees engaged outside of the United States, statutory notice or statutory termination payments)) and separately identifies each Protected Benefit Plan that is not subject to United States Law maintained primarily in respect of any Protected Employees who are located outside of the United States (a “Foreign Protected Benefit Plan”). “Protected Benefit Plan” means each Employee Benefit under which (i) any current or former employee, officer, director or independent contractor of Protected or any Protected Subsidiary (the “Protected Employees”) has any present or future right to benefits and which are contributed to, required to be contributed to, sponsored by or maintained by Protected or any Protected Subsidiary or (ii) Protected or any Protected Subsidiary has any present or future liability, whether contingent or otherwise.

(b)                With respect to each material Protected Benefit Plan, Protected has delivered or made available to Trebia and S1 Holdco copies of (i) such Protected Benefit Plan and any trust agreement or other funding instrument relating to such plan, (ii) the most recent summary plan description, if any, required under ERISA with respect to such Protected Benefit Plan, (iii) the most recent annual report on Form 5500 and all attachments with respect to such Protected Benefit Plan (if applicable), (iv) the most recent current actuarial valuation (if applicable) relating to such Protected Benefit Plan, and (v) the most recent determination or opinion letter, if any, issued by the Internal Revenue Service with respect to any Protected Benefit Plan.

(c)                Except as would not, individually or in the aggregate, reasonably be expected to be material to Protected and the Protected Subsidiaries, taken as a whole, (i) each Protected Benefit Plan has been established, maintained, and administered in compliance with its terms and all applicable Laws, including ERISA and the Code; (ii) all contributions required to be made with respect to any Protected Benefit Plan on or before the date hereof have been made and all contributions not yet due with respect to any Protected Benefit Plan as of the date hereof have been accrued and reflected in Protected’s financial statements to the extent required by GAAP or IFRS or other applicable law, as applicable. Each Protected Benefit Plan which is intended to be qualified within the meaning of Section 401(a) of the Code (A) has received a favorable determination or opinion letter as to its qualification or (B) has been established under a standardized master and prototype or volume submitter plan for which a current favorable Internal Revenue Service advisory letter or opinion letter has been obtained by the plan sponsor and is valid as to the adopting employer, and, to the knowledge of Protected, nothing has occurred, whether by action or failure to act, that would reasonably be expected to cause the loss of such qualification.

(d)                Except as would not, individually or in the aggregate, reasonably be expected to be material to Protected and the Protected Subsidiaries, taken as a whole, neither Protected nor any Protected Subsidiary has incurred any current or projected liability in respect of post-employment or post-retirement health, medical or life insurance benefits for current, former or retired employees of Protected or any Protected Subsidiary, except as required (A) to avoid an excise tax under Section 4980B of the Code or otherwise except as may be required pursuant to any other applicable Law and at the sole expense of the participant or beneficiary, or (B) under the American Rescue Plan Act of 2021.

(e)                Expect as would not, individually or in the aggregate, reasonably be expected to be material to Protected and the Protected Subsidiaries, taken as a whole, with respect to any Protected Benefit Plan, (i) no Actions or claims (other than routine claims for benefits in the ordinary course) are pending, or, to the knowledge of Protected, threatened against any Protected Benefit Plan, the assets of any of the trusts under such plans or the plan sponsor or administrator, or against any fiduciary of any Protected Benefit Plan with respect to the operation thereof, and (ii) to the knowledge of Protected, no facts or circumstances exist that could reasonably be expected to give rise to any such Actions or claims. No event has occurred, and to the knowledge of Protected, no condition exists that would, by reason of Protected or any Protected Subsidiary’s affiliation with any ERISA Affiliates, reasonably be expected to subject Protected or any Protected Subsidiary to any material tax, fine, lien, penalty or other liability imposed by ERISA or the Code.

(f)                 Neither Protected nor any Protected Subsidiary, nor any ERISA Affiliate thereof, currently sponsors, is required to contribute to or has any liability in respect of or has sponsored, was required to contribute to, or has had any liability in respect of, at any point during the six year period prior to the date hereof, a Multiemployer Plan, a “multiple employer plan” as defined in Section 413(c) of the Code, or a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA. No Foreign Protected Benefit Plan is a defined benefit plan (as defined in ERISA, whether or not subject to ERISA), seniority premium, termination indemnity, provident fund or gratuity plan or arrangement or, except as would not, individually or in the aggregate, reasonably be expected to be material to S1 Holdco and the System1 Subsidiaries, taken as a whole, has any unfunded or underfunded Liabilities.

(g)                Except as expressly contemplated by this Agreement, neither the execution and delivery of this Agreement by Protected nor the consummation of the Transactions will (whether alone or in connection with any subsequent event(s)) (i) result in the acceleration, vesting or creation of any right of any Protected Employee to payments or benefits or increases in any payments or benefits or any loan forgiveness or under any Protected Benefit Plan, (ii) result in severance pay or any increase in severance pay upon any termination of employment of any Protected Employee, or (iii) result in the funding of any payments or benefits to any current or former director, officer, employee or individual independent contractor of Protected or any Protected Subsidiary or under any Protected Benefit Plan.

(h)                No amount or benefit that could be, or has been, received (whether in cash or property or the vesting of property or the cancellation of indebtedness) by any current or former employee, officer or director of Protected or any Protected Subsidiary who is a “disqualified individual” of Protected or any Protected Subsidiary within the meaning of Section 280G of the Code would reasonably be expected to be characterized as an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code) as a result of the consummation of the transactions contemplated by this Agreement.

(i)                 Each Protected Benefit Plan that is a “nonqualified deferred compensation plan” (as defined for purposes of Code Section 409A(d)(1)) is in material documentary and operational compliance with Code Section 409A and the applicable guidance issued thereunder. Neither Protected nor any Protected Subsidiary has an indemnity obligation for any Taxes imposed under Section 4999 or 409A of the Code.

(j)                 Except as would not, individually or in the aggregate, reasonably be expected to be material to Protected and the Protected Subsidiaries, taken as a whole (i) each Foreign Protected Benefit Plan that is intended to qualify for special tax treatment, meets all the requirements for such treatment; (ii) the fair market value of the assets of each funded Foreign Protected Benefit Plan, the liability of each insurer for any Foreign Protected Benefit Plan funded through insurance or the book reserve established for any Foreign Protected Benefit Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations, as of the date of this Agreement, with respect to all current and former participants in such plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Protected Benefit Plan, and no transaction contemplated by this Agreement shall cause such assets or insurance obligations to be less than such benefit obligations; and (iii) each Foreign Protected Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities.

Section 6.14.          Labor Matters.

(a)                As of the date of this Agreement, neither Protected nor any of Protected Subsidiary is a party to any collective bargaining agreement or other agreement with a labor organization. To the knowledge of Protected, none of the Protected Employees are represented by any labor organization or works council with respect to their employment with Protected. To the knowledge of Protected, as of the date of this Agreement, (i) there are no activities or proceedings of any labor organization to organize any of the Protected Employees and, (ii) as of the date of this Agreement, there is no, and since December 31, 2018 has been no, actual material labor dispute, arbitration, grievance, strike, slowdown, lockout, concerted refusal to work overtime, picketing, hand billing or work stoppage against Protected, in each case, pending or threatened. Since December 31, 2018, neither Protected nor any Protected Subsidiary has implemented any plant closings or employee layoffs that would implicate the WARN Act.

(b)                Except as would not, individually or in the aggregate, reasonably be expected to be material to Protected and the Protected Subsidiaries, taken as a whole, each of Protected and each Protected Subsidiary (i) is in compliance with all applicable Laws regarding employment and employment practices, including, without limitation, all Laws respecting terms and conditions of employment, health and safety, employee classification, non-discrimination, wages and hours, immigration, disability rights or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues, the proper classification of employees and independent contractors, the proper classification of exempt and non-exempt employees, and unemployment insurance, and (ii) has not committed any unfair labor practice as defined by the National Labor Relations Board or received written notice of any unfair labor practice complaint against it pending before the National Labor Relations Board that remains unresolved.

(c)                Except as would not, individually or in the aggregate, reasonably be expected to be material to Protected and the Protected Subsidiaries, taken as a whole, neither Protected nor any Protected Subsidiary are delinquent in payments to any employees or former employees for any services.

(d)                As of the date hereof, Protected has no knowledge that any current direct report to the Chief Executive Officer of Protected UK presently intends to terminate his or her employment.

Section 6.15.          Taxes.

(a)                All material Tax Returns required by Law to be filed by Protected and each Protected Subsidiary have been duly filed within the applicable time limits and those Tax Returns were, and remain, true, correct, and complete in all material respects, and are not (nor is anything in them) the subject of any dispute with any Governmental Authority.

(b)                All material amounts of Taxes due and owing by Protected and each Protected Subsidiary have been paid within applicable time limits other than Taxes which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which reserves have been established in accordance with GAAP, and since the date of the most recent balance sheet included in the Protected Interim Financial Statements neither Protected nor any Protected Subsidiary have incurred any material Tax liability outside the ordinary course of business other than Taxes resulting from the Transactions.

(c)                Each of Protected and each Protected Subsidiary has (i) withheld all material amounts of Taxes required to have been withheld by it in connection with amounts paid or owed to any employee, independent contractor, creditor, shareholder or any other third party, (ii) remitted, or will remit on a timely basis and within applicable time limits, any such amounts required to be remitted to the appropriate Governmental Authority, and (iii) complied in all material respects with applicable Law with respect to Tax withholding.

(d)                Neither Protected nor any Protected Subsidiary is engaged in any material audit, assessment, examination, investigation, administrative proceeding or judicial proceeding involving a Governmental Authority with respect to Taxes. Neither Protected nor any Protected Subsidiary has received any written notice from a Governmental Authority of a dispute, assessment, or claim with respect to a material amount of Taxes, other than disputes or claims that have since been resolved, and to the knowledge of Protected, no such claims have been communicated in writing. No written claim has been made by any Governmental Authority in a jurisdiction where Protected or any Protected Subsidiary does not file a Tax Return that such entity is or may be subject to Taxes by that jurisdiction in respect of Taxes that would be the subject of such Tax Return, which claim has not been resolved. There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, material Taxes of Protected or any Protected Subsidiary and no written request for any such waiver or extension is currently pending.

(e)                Neither Protected nor any Protected Subsidiary has been a party to any “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2).

(f)                 There are no Liens with respect to Taxes on any of the assets of Protected or any Protected Subsidiary, other than Permitted Liens.

(g)                Neither Protected nor any Protected Subsidiary has any material liability for the Taxes of any Person (other than Protected or any Protected Subsidiary) (i) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), (ii) as a transferee or successor or (iii) by Contract (except, in each case, for Liabilities pursuant to commercial contracts not primarily relating to Taxes).

(h)                Each of Protected and each Protected Subsidiary has complied in all material respects with all applicable transfer pricing rules described in Section 482 of the Code and the regulations thereunder, or any corresponding or similar provisions of state, local or non-U.S. Law.

(i)                 To the knowledge of Protected, there are no facts, circumstances or plans that, either alone or in combination, could reasonably be expected to prevent the Transactions from qualifying for the Intended Tax Treatment.

(j)                 Neither Protected nor any Protected Subsidiary will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (A) change in method of accounting under Section 481 of the Code (or similar provision of Law), or use of an improper method of accounting, for a taxable period ending on or prior to the Closing Date; (B) “closing agreement” within the meaning of Section 7121 of the Code (or similar provision of Law) executed prior to the Closing; (C) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or similar provision Law); (D) installment sale or open transaction disposition made on or prior to the Closing; or (E) advance payments, prepaid or deferred amounts received on or prior to the Closing other than in the ordinary course of business.

(k)                Neither Protected nor any Protected Subsidiary or Affiliates has (A) obtained a Paycheck Protection Program Loan pursuant to Section 1102 of the CARES Act, (B) applied for loan forgiveness pursuant to Section 1106 of the CARES Act, (C) deferred payment of the employer portion of FICA and Medicare Tax pursuant to Section 2302 of the CARES Act, or (D) claimed the employee retention credit pursuant to Section 2301 of the CARES Act.

(l)                 Each of Protected and each Protected Subsidiary is, and has always been resident only in its jurisdiction of incorporation for Tax purposes and is not and has not been, treated as having a permanent establishment, branch or taxable presence in any jurisdiction other than in its jurisdiction of incorporation.

(m)              During the two-year period ending on the date hereof, neither Protected nor any Protected Subsidiary (or any predecessor thereof) has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code).

(n)                As of the Closing, no Protected Subsidiary is a “surrogate foreign corporation” within the meaning of Section 7874(a)(2)(B) of the Code or is treated as a U.S. corporation under Section 7874(b) of the Code.

Other than Section 6.09, this Section 6.15 provides the sole and exclusive representations and warranties of Protected in respect of Tax matters.

Section 6.16.          Insurance. As of the date of this Agreement, except as would not, individually or in the aggregate, reasonably be expected to be material to Protected and the Protected Subsidiaries, taken as a whole, (a) all of the material policies of property, fire and casualty, liability, workers’ compensation, directors and officers and other forms of insurance held by, or for the benefit of, Protected or any Protected Subsidiary with respect to policy periods that include the date of this Agreement are in full force and effect, and (b) neither Protected nor any Protected Subsidiary has received a written notice of cancellation of any of the Policies or of any material changes that are required in the conduct of the business of Protected or any Protected Subsidiary as a condition to the continuation of coverage under, or renewal of, any of the Policies.

Section 6.17.          Permits. As of the date of this Agreement, each of Protected and each Protected Subsidiary has all material Permits that are required to own, lease or operate its properties and assets and to conduct its business as currently conducted, except with respect to Permits required under applicable Environmental Laws (as to which certain representations and warranties are made pursuant to Section 6.21) and except where the failure to obtain the same would not, individually or in the aggregate, reasonably be expected to be material to Protected and the Protected Subsidiaries, taken as a whole. Protected and each Protected Subsidiary have obtained all of the material Permits necessary under applicable Laws to permit Protected and each Protected Subsidiary to own, operate, use and maintain their assets in the manner in which they are now operated and maintained and to conduct the business and operations of Protected and each Protected Subsidiary as currently conducted. The operation of the business of Protected and each Protected Subsidiary as currently conducted is not in material violation of, nor is Protected or any Protected Subsidiary in material default or material violation under, any material Permit.

Section 6.18.          Real Property.

(a)                Neither Protected nor any Protected Subsidiary owns any real property. Neither Protected nor any Protected Subsidiary is party to any agreement or option to purchase any real property interest therein. Section 6.18 of the Disclosure Schedules contains a true, correct and complete list, as of the date of this Agreement, of all Leased Real Property leased or otherwise occupied by Protected or any Protected Subsidiary including, the address of each Leased Real Property. Protected has made available to Trebia and S1 Holdco true, correct and complete copies of the material Contracts pursuant to which Protected or any Protected Subsidiary occupy (or have been granted an option to occupy) the Leased Real Property or is otherwise a party with respect to the Leased Real Property (the “Protected Leases”). Except as would not be material to Protected and the Protected Subsidiaries, taken as a whole, Protected or one of the Protected Subsidiaries has a valid and subsisting leasehold estate in, and enjoys peaceful and undisturbed possession of, all Leased Real Property, subject only to Permitted Liens. With respect to each Protected Lease and except as would not constitute a Material Adverse Effect, (i) such Protected Lease is valid, binding and enforceable and in full force and effect against Protected or one of the Protected Subsidiaries and, to Protected’s knowledge, the other party thereto, subject to the Enforceability Exceptions, (ii) neither Protected nor any Protected Subsidiary has received or given any written notice of material default or material breach under any of the Protected Leases; and (iii) there does not exist under any Protected Lease any event or condition which, with notice or lapse of time or both, would become a material default by Protected or any Protected Subsidiary or, to Protected’s knowledge, any other party thereto.

(b)                Neither Protected nor any Protected Subsidiary has collaterally assigned or granted any other security interest (other than Permitted Liens) in the Leased Real Property or any interest therein which is still in effect. Neither Protected nor any Protected Subsidiary is in material default or violation of, or not in compliance with, any legal requirements applicable to its occupancy of the Leased Real Property, except as would not be material to Protected and the Protected Subsidiaries, taken as a whole.

Section 6.19.          Intellectual Property and IT Security.

(a)                Section 6.19(a) of the Disclosure Schedules lists each item of material Intellectual Property owned or purported to be owned by Protected or any Protected Subsidiary as of the date of this Agreement and that is the subject of an application or registration with any Governmental Authority or Internet domain name registrar, including the record owner of each such item. Except as would not, individually or in the aggregate, reasonably be expected to be material to Protected and the Protected Subsidiaries, taken as a whole, each item of Intellectual Property required to be listed on Section 6.19(a) of the Disclosure Schedules (collectively, the “Protected Disclosure Scheduled Intellectual Property”) is subsisting and unexpired and, to the knowledge of Protected, valid and enforceable. Except as would not, individually or in the aggregate, reasonably be expected to be material to Protected and the Protected Subsidiaries, taken as a whole, all necessary registration, maintenance, renewal, and other relevant filing fees with a final due date as of the date hereof have been timely paid and all necessary documents and certificates in connection therewith have been timely filed with the relevant authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of maintaining all Protected Disclosure Scheduled Intellectual Property in full force and effect. Except as would not, individually or in the aggregate, reasonably be expected to be material to Protected and the Protected Subsidiaries, taken as a whole, Protected or one of the Protected Subsidiaries (x) solely and exclusively owns all Protected Owned Intellectual Property, free and clear of all Liens (except Permitted Liens), and (y) has valid rights to use all other Intellectual Property used, practiced, or held for use or practice by Protected or any Protected Subsidiary in the operation of the business of Protected and the Protected Subsidiaries as presently conducted (the “Protected Licensed Intellectual Property”). Except as would not, individually or in the aggregate, reasonably be expected to be material to Protected and the Protected Subsidiaries, taken as a whole, the Protected Owned Intellectual Property and the Protected Licensed Intellectual Property (when used within the scope of the applicable license) constitute all of the Intellectual Property reasonably necessary and sufficient to enable Protected and the Protected Subsidiaries to conduct the business as currently conducted (provided that the last two sentences of clause (a) and the first sentence of clause (d) below shall not be construed to be a representation as to the non-infringement of any third-party Intellectual Property).

(b)                Except as stated on Section 6.19(b) of the Disclosure Schedules, except as would not, individually or in the aggregate, reasonably be expected to be material to Protected and the Protected Subsidiaries, taken as a whole (i) the conduct and operation of the business of Protected and each Protected Subsidiary is not infringing upon, misappropriating or otherwise violating any Intellectual Property rights of any Person, and have not, in the past three (3) years, infringed upon, misappropriated or otherwise violated any Intellectual Property rights of any Person, and (ii) to the knowledge of Protected, no third party is infringing upon, misappropriating or otherwise violating any material Protected Owned Intellectual Property. Except as would not, individually or in the aggregate, reasonably be expected to be material to Protected and the Protected Subsidiaries, taken as a whole, as of the date of this Agreement, neither Protected nor any Protected Subsidiary have received from any Person at any time in the past three (3) years (or earlier, for material matters that are unresolved as of the date hereof), any written notice that Protected or any Protected Subsidiary is infringing upon, misappropriating or otherwise violating any Intellectual Property rights of any Person. Except as would not, individually or in the aggregate, reasonably be expected to be material to Protected and the Protected Subsidiaries, taken as a whole, neither Protected nor any Protected Subsidiary is the subject of any pending or, to the knowledge of S1 Holdco, threatened Action either (x) alleging that Protected or any Protected Subsidiary is infringing upon, misappropriating or otherwise violating any Intellectual Property rights of any Person or (y) challenging the ownership, use, validity or enforceability of any Protected Owned Intellectual Property.

(c)                Except as would not, individually or in the aggregate, reasonably be expected to be material to Protected and the Protected Subsidiaries, taken as a whole, (i) Protected and each Protected Subsidiary take commercially reasonable actions and measures to protect and maintain (x) the ownership and, as applicable, confidentiality of all material Protected Owned Intellectual Property (including, through written Contracts in favor of Protected or a Protected Subsidiary with each of their respective former and current employees, consultants and independent contractors (I) who have had access to material confidential information or trade secrets of Protected or a Protected Subsidiary, in which case, such persons have agreed to hold all such confidential information and trade secrets in confidence, or (II) who have contributed to or developed material Intellectual Property for Protected or a Protected Subsidiary pursuant to which, in such latter case, each such Person has presently assigned all of such Person’s rights, title and interest in and to all Intellectual Property created or developed for Protected or any Protected Subsidiary in the course of such Person’s employment or retention thereby, to the extent such Protected Owned Intellectual Property would not vest initially in Protected or a Protected Subsidiary by operation of law) and (y) the security, confidentiality (as applicable), continuous operation and integrity of their IT Systems and Software (and all Data stored therein or transmitted thereby); (ii) no Open Source Software is or has been included, incorporated or embedded in, linked to or combined with material Software owned or purported to be owned by Protected or any Protected Subsidiary (“Protected Software”) that has been conveyed, distributed or made available to third parties, in each case, in a manner that requires, under the terms of the applicable license, that such Protected Software be licensed, distributed, or otherwise made available to third parties (x) in source code form or (y) under terms that permit modification, or the creation of derivative works of any material Protected Software; and (iii) except for employees, consultants and other independent contractors engaged by Protected or any Protected Subsidiary in the ordinary course of business under written confidentiality agreements, no other Person possesses (or has any right to access or have disclosed) any source code to any Protected Software.

(d)                Except as would not, individually or in the aggregate, reasonably be expected to be material to Protected and the Protected Subsidiaries, taken as a whole, Protected or one of the Protected Subsidiaries owns or has a valid right to use all IT Systems used in connection with their respective businesses as currently conducted (the “Protected IT Systems”), and the Protected IT Systems are adequate for, and operate and perform in all material respects as required, in connection with the operation of Protected’s and the Protected Subsidiaries’ respective businesses. Protected and each Protected Subsidiary maintain commercially reasonable back-up and disaster recovery and business continuity plans that are, in the reasonable determination of Protected, in accordance with standard industry practice in all material respects. Except as would not, individually or in the aggregate, reasonably be expected to be material to Protected and the Protected Subsidiaries, taken as a whole, Protected and each Protected Subsidiary take and have taken commercially reasonable steps to ensure that the IT Systems and Protected Software are free from material viruses and other material malicious Software (including worms, Trojan horses, bugs, faults or other devices, errors, contaminants or material vulnerabilities which may be used to gain access to, alter, delete, destroy or disable any of its or any third party’s IT Systems or Software or which may in other ways cause damage to or abuse such IT Systems or Software). Except as would not, individually or in the aggregate, reasonably be expected to be material to Protected and the Protected Subsidiaries, taken as a whole, to the knowledge of Protected, the Protected IT Systems and Protected Software are free of any such viruses and malicious Software.

Section 6.20.          Data Privacy.

(a)                Protected and each Protected Subsidiary and, to the knowledge of Protected, any Person acting for or on behalf of Protected or any Protected Subsidiary currently comply in all material respects with and have, since December 31, 2018, complied in all material respects with, (i) all applicable Privacy Laws, (ii) all of Protected and the Protected Subsidiaries’ policies and notices regarding Personal Information, and (iii) all of Protected and the Protected Subsidiaries’ contractual obligations with respect to Personal Information. Since December 31, 2018, Protected and each Protected Subsidiary have implemented and maintained any legally required policies, procedures and systems for receiving and responding to requests from individuals concerning their Personal Information. None of the privacy policies or notices of Protected or any Protected Subsidiary have contained any omissions or been misleading or deceptive.

(b)                Protected and each Protected Subsidiary have, since December 31, 2018, implemented and maintained reasonable and appropriate technical and organizational safeguards, consistent in all material respects with applicable Privacy Laws, reasonably designed to protect Personal Information in their possession or control against loss, theft, misuse or unauthorized access, use, modification, alteration, destruction or disclosure. Protected and each Protected Subsidiary have taken reasonable steps, including where necessary through contractual obligations, to ensure that any third party with access to Personal Information collected by or on behalf of Protected or any Protected Subsidiary has implemented and maintained the same. To the knowledge of Protected, any third party who has provided Personal Information to Protected or any Protected Subsidiary has done so in compliance with applicable Privacy Laws, including providing any notice and obtaining any consent so required.

(c)                To the knowledge of Protected, there have been no material breaches, security incidents, misuse of or unauthorized access to or disclosure of any Personal Information in the possession or control of Protected or any Protected Subsidiary or collected, used or processed by or on behalf of Protected or any Protected Subsidiary that would have required any notification to regulators, consumers, or customers. Neither Protected nor any Protected Subsidiary have received any written notice of any claims, investigations or inquiries (including regulatory inquiries) related to, or been charged with, the violation of any Privacy Laws, applicable privacy policies, or contractual commitments with respect to Personal Information (except as has been resolved without material liability to Protected or any Protected Subsidiary).

(d)                The transfer of Personal Information in connection with the transactions contemplated by this Agreement will not violate any applicable Privacy Laws or the privacy policies of Protected or any Protected Subsidiary as they currently exist or as they existed at any time during which any of the Personal Information was collected or obtained. The execution, delivery and performance of this Agreement complies with all applicable Privacy Laws and with the privacy policies and applicable contractual obligations of Protected and each Protected Subsidiary.

Section 6.21.          Environmental Matters. Except as would not constitute a Material Adverse Effect:

(a)                Protected and each Protected Subsidiary are, and since December 31, 2018 have been, in compliance with all Environmental Laws;

(b)                Protected and each Protected Subsidiary hold all material Permits required under Environmental Laws to permit Protected and any Protected Subsidiary to operate their respective assets in a manner in which they are now operated to conduct the respective businesses of Protected and the Protected Subsidiaries as currently conducted; and

(c)                there are no written claims or written notices of violation pending against or, to the knowledge of Protected, threatened against Protected or any Protected Subsidiary alleging any violations of or liability under any Environmental Law or any violations or liability concerning any Hazardous Materials, and, to the knowledge of Protected, there is no reasonable basis for any such claims or notices.

This Section 6.21 provides the sole and exclusive representations and warranties of Protected in respect of environmental matters, including any and all matters arising under Environmental Laws.

Section 6.22.          Absence of Changes.

(a)                Since December 31, 2020, no Material Adverse Effect has occurred.

(b)                Since December 31, 2020, except (i) as set forth on Section 6.22(b) of the Disclosure Schedules, (ii) for any COVID-19 Measures and (iii) in connection with the transactions contemplated by this Agreement or any other Transaction Agreement, through and including the date of this Agreement, Protected and each Protected Subsidiary have carried on their respective businesses and operated their properties in all material respects in the ordinary course of business.

(c)                Since March 31, 2021, except (i) as set forth on Section 6.22(c) of the Disclosure Schedules, (ii) for any actions taken in response to COVID-19 Measures and (iii) in connection with the transactions contemplated by this Agreement or any other Transaction Agreement, neither Protected nor any of the Protected Subsidiaries has taken or permitted to occur any action that, were it to be taken from and after the date hereof, would require the prior written consent of Trebia pursuant to Section 10.01.

Section 6.23.          Brokers’ Fees. Except for fees described on Section 6.23 of the Disclosure Schedules, no broker, finder, financial advisor, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other similar fee, commission or other similar payment in connection with the transactions contemplated by this Agreement or any other Transaction Agreement based upon arrangements made by Protected, any Protected Subsidiary or any of their Affiliates.

Section 6.24.          Related Party Transactions. Except for the Contracts set forth on Section 6.24 of the Disclosure Schedules and Contracts between Protected and any Protected Subsidiary, there are no Contracts between Protected or any Protected Subsidiary, on the one hand, and any Affiliate, officer or director of Protected or, to Protected’s knowledge, any Affiliate of any of them, on the other hand, except in each case, for Contracts in respect of (a) employment agreements, fringe benefits and other compensation paid to directors, officers and employees consistent with previously established policies, (b) reimbursements of expenses incurred in connection with their employment or service (excluding from clause (a) and this clause (b), and therefore expressly included in the definition of “Protected Related Party Contracts,” Contracts in respect of any loans made by Protected or any Protected Subsidiary to any officer, director, employee, member or stockholder and all related arrangements, including any pledge arrangements) and (c) amounts paid pursuant to Protected Benefit Plans (the “Protected Related Party Contracts”).

Section 6.25.          Proxy Statement / Prospectus. None of the information relating to Protected or any Protected Subsidiary supplied or to be supplied by Protected, or by any other Person acting on behalf of Protected or any Protected Subsidiary, in writing specifically for inclusion in the Proxy Statement / Prospectus will, as of the date the Proxy Statement / Prospectus (or any amendment or supplement thereto) is first mailed to Trebia’s stockholders, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that none of Protected or any Protected Subsidiary makes any representations or warranties as to the information contained in or omitted from the Proxy Statement / Prospectus (a) that is modified in any material respect by Trebia or any of its Affiliates or Representatives without Protected’s prior written approval which is misleading by virtue of such modification or (b) in reliance upon and in conformity with information furnished in writing by or on behalf of Trebia or any of its Affiliates specifically for inclusion in the Proxy Statement / Prospectus which is misleading by virtue of such reliance and conformity. All financial projections with respect to any member of Protected or any Protected Subsidiary that were delivered by or on behalf of such parties or their respective Representatives were prepared in good faith using assumptions that Protected or any such Protected Subsidiary believes to be reasonable.

Article VII
Representations and Warranties of Trebia Parties

Except as set forth in the Disclosure Schedules to this Agreement (each of which qualifies (a) the correspondingly numbered representation, warranty or covenant if specified therein and (b) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent on its face) or in the SEC Reports filed or furnished by Trebia prior to the date hereof (excluding (x) any disclosures in such SEC Reports under the headings “Risk Factors,” “Forward-Looking Statements” or “Qualitative Disclosures About Market Risk” and other disclosures that are predictive, cautionary or forward looking in nature and (y) any exhibits or other documents appended thereto) (it being acknowledged that nothing disclosed in such a SEC Report will be deemed to modify or qualify the representations and warranties set forth in Section 7.01 (Corporate Organization), 7.02 (Due Authorization), Section 7.04 (Litigation and Proceedings); Section 7.07 (Financial Ability; Trust Account); Section 7.12 (Tax Matters); and Section 7.13 (Capitalization)), Trebia and, solely for the purposes of Section 7.02(a), Section 7.03 and Section 7.05, each Trebia Party represents and warrants to each of S1 Holdco, Protected, the CSC Blockers, the Blocker Parents, the Court Square GPs and OpenMail, as follows:

Section 7.01.          Corporate Organization.

(a)                Until the occurrence of the Domestication, Trebia is an exempted company with limited liability duly incorporated under the Laws of the Cayman Islands with the requisite corporate power and authority, to enter into this Agreement and to perform its obligations hereunder. The copies of the organizational documents of Trebia previously delivered by Trebia to S1 Holdco and Protected are true, correct and complete and are in effect as of the date of this Agreement. Trebia is, and at all times has been, in compliance in all material respects with all restrictions, covenants, terms and provisions set forth in its organizational documents. Trebia is duly licensed or qualified and in good standing as a foreign corporation or foreign limited liability company, as applicable, in all jurisdictions in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified, except where failure to be so licensed or qualified has not and would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of any of the Trebia Parties to enter into this Agreement or consummate the Transactions (a “Trebia Material Adverse Effect”).

(b)                Upon the occurrence of the Domestication, Trebia will be duly incorporated and validly existing as a corporation in good standing under the Laws of Delaware and have the corporate power and authority to own, lease or operate its assets and properties and to conduct its business as it is now being conducted.

Section 7.02.          Due Authorization.

(a)                Each Trebia Party has all requisite corporate or other organizational power and authority to execute and deliver this Agreement and each Transaction Agreement to which it is a party and, upon receipt of Required Trebia Shareholder Approvals by the Trebia Shareholders, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been duly, validly and unanimously authorized and approved by the board of directors or equivalent governing body of the applicable Trebia Party and, except for approval of Trebia Shareholder Matters by the Trebia Shareholders, no other corporate or equivalent proceeding on the part of any Trebia Party is necessary to authorize this Agreement or such Transaction Agreements or Trebia’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Agreement will (when executed and delivered) be, duly and validly executed and delivered by each Trebia Party that is party thereto and, assuming due authorization and execution by each other Party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement will constitute a legal, valid and binding obligation of each Trebia Party, enforceable against such Trebia Party in accordance with its terms, subject to the Enforceability Exceptions.

(b)                Assuming a quorum is present at the Special Meeting, as adjourned or postponed, the only votes of any of Trebia’s capital stock necessary in connection with the entry into this Agreement by Trebia, the consummation of the transactions contemplated hereby, including the Closing and Required Trebia Shareholder Approvals are as set forth on Section 7.02(b) of the Disclosure Schedules. Each Trebia Shareholder is entitled to vote at the Special Meeting and is entitled to one vote per share. No “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or regulation applicable to Trebia is applicable to this Agreement or any of the Transactions. As of the date of this Agreement, there is no stockholder rights plan, “poison pill” or similar anti-takeover agreement or plan in effect to which Trebia or any of its Subsidiaries is subject, party or otherwise bound.

(c)                At a meeting duly called and held, the board of directors of Trebia has unanimously: (i) determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of Trebia’s stockholders; (ii) determined that the fair market value of S1 Holdco is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; (iii) approved the transactions contemplated by this Agreement as a Business Combination; and (iv) made the Trebia Board Recommendation.

Section 7.03.          No Conflict. Subject to the receipt of the consents, approvals, authorizations and other requirements set forth in Section 7.05, the execution, delivery and performance of this Agreement and each Transaction Agreement to which any Trebia Party is a party by such Trebia Party and, upon receipt of the Required Trebia Shareholder Approvals by the Trebia Shareholders, the consummation of the transactions contemplated hereby or by any Transaction Agreement do not and will not (a) conflict with or violate any provision of, or result in the breach of the Trebia Organizational Documents or any organizational documents of any other Trebia Party, (b) conflict with or result in any violation of any provision of any Law or Governmental Order applicable to Trebia, such Trebia Party or any Subsidiaries of such Trebia Party or any of their respective properties or assets, (c) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination or acceleration of, or a right of termination, cancellation, modification, acceleration or amendment under, accelerate the performance required by, or result in the acceleration or trigger of any payment, posting of collateral (or right to require the posting of collateral), time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any Contract to which such Trebia Party or any Subsidiaries of such Trebia Party is a party or by which any of their respective assets or properties may be bound or affected, or (d) result in the creation of any Lien upon any of the properties or assets of such Trebia Party or any Subsidiaries of such Trebia Party, except (in the case of clauses (b), (c) or (d) above) for such violations, conflicts, breaches or defaults which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Trebia Party to enter into and perform their respective obligations under this Agreement or any Transaction Agreement to which such Trebia Party is a party, as applicable.

Section 7.04.          Litigation and Proceedings. There are no pending or, to the knowledge of Trebia, threatened, Actions and, to the knowledge of Trebia, there are no pending or threatened investigations, in each case, against Trebia, or any Trebia Party, or otherwise affecting Trebia or its assets, including any condemnation or similar proceedings, which, if determined adversely, could, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Trebia Parties to enter into and perform their respective obligations under this Agreement or any Transaction Agreement to which such Trebia Party is a party. There has not been any Action nor is there any open injunction binding upon Trebia or any other Trebia Party which could, individually or in the aggregate, reasonably be expected to have a Trebia Material Adverse Effect.

Section 7.05.          Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of S1 Holdco, Protected, the CSC Blockers, the Blocker Parents, the Court Square GPs, OpenMail, the Redeemed OM Members and the Protected Rollover Parties contained in this Agreement, no Governmental Filing is required on the part of any Trebia Party with respect to the execution or delivery of this Agreement by such Trebia Party or any Transaction Agreement to which such Trebia Party is a party, as applicable, or the consummation of the transactions contemplated hereby or thereby, except for (a) applicable requirements of the HSR Act and any other applicable Antitrust Laws or applicable Foreign Investment Laws, (b) Securities Laws and (c) the applicable requirements of the NYSE.

Section 7.06.          Compliance with Laws.

(a)                Except where the failure to be, or to have been, in compliance with such Laws has not, and would not, individually or in the aggregate, be material to the Trebia Parties, taken as a whole, each Trebia Party is, and since its formation has been, in compliance with all applicable Laws and Governmental Orders. Each Trebia Party holds, and since its formation has held, all Permits necessary for the lawful conduct of its respective business. Since its formation, (i) no Trebia Party has received any written notice of any violations of applicable Laws, Governmental Orders or Permits (other than allegations asserted by providers in connection with requests for claims adjustments by such providers in the ordinary course of business) and (ii) to the knowledge of Trebia, no assertion or Action of any violation of any Law, Governmental Order or Permit by any Trebia Party is currently threatened against such Trebia Party, in each case of the foregoing clauses (i) and (ii), except as would not, individually or in the aggregate, be material to the Trebia Parties, taken as a whole. As of the date hereof, no investigation or review by any Governmental Authority with respect to any Trebia Party is pending or, to the knowledge of Trebia, threatened and no such investigations have been conducted by any Governmental Authority since its formation, in each case other than those the outcome of which would not reasonably be expected to be, individually or in the aggregate, material to the Trebia Parties, taken as a whole.

(b)                Since its formation, (i) there has been no action taken by any Trebia Party, or, to the knowledge of Trebia, any officer, director, manager, employee, agent or representative of any Trebia Party, in each case, acting on behalf of any Trebia Party, in material violation of any applicable Anti-Corruption Law, (ii) no Trebia Party has been convicted of violating any applicable Anti-Corruption Laws or subjected to any investigation by a Governmental Authority for a material violation of any applicable Anti-Corruption Laws, (iii) no Trebia Party has conducted or initiated any internal investigation or made a voluntary, directed, or involuntary disclosure to any Governmental Authority regarding any alleged act or omission arising under or relating to any material noncompliance with any applicable Anti-Corruption Law and (iv) no Trebia Party has received any written notice or citation from a Governmental Authority for any actual or potential material noncompliance with any applicable Anti-Corruption Law.

Section 7.07.          Financial Ability; Trust Account.

(a)                As of the date hereof, there is at least $517,500,000 invested in a trust account (the “Trust Account”), maintained by Continental Stock Transfer & Trust Company, a New York corporation, acting as trustee (the “Trustee”), pursuant to the Investment Management Trust Agreement, dated June 19, 2020, by and between Trebia and the Trustee on file with the SEC Reports of Trebia as of the date of this Agreement (the “Trust Agreement”). Prior to the Closing, none of the funds held in the Trust Account may be released except in accordance with the Trust Agreement, Trebia Organizational Documents and Trebia’s final prospectus dated June 18, 2020. Amounts in the Trust Account are invested in United States Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. Trebia has performed all material obligations required to be performed by it to date under, and is not in material default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the date hereof, there are no claims or proceedings pending with respect to the Trust Account. Since June 19, 2020, Trebia has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Account as permitted by the Trust Agreement). As of the Effective Time, the obligations of Trebia to dissolve or liquidate pursuant to the Trebia Organizational Documents shall terminate, and, as of the Effective Time, Trebia shall have no obligation whatsoever pursuant to the Trebia Organizational Documents to dissolve and liquidate the assets of Trebia by reason of the consummation of the transactions contemplated hereby. To Trebia’s knowledge, as of the date hereof, following the Effective Time, no stockholder of Trebia shall be entitled to receive any amount from the Trust Account except to the extent such stockholder shall have elected to tender its Trebia Class A Ordinary Shares for redemption pursuant to the Trebia Shareholder Redemption. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Trebia and, to the knowledge of Trebia, the Trustee, enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of Trebia, no such termination, repudiation, rescission, amendment, supplement or modification is contemplated. There are no side letters and there are no Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (i) cause the description of the Trust Agreement in the SEC Reports to be inaccurate or (ii) entitle any Person (other than stockholders of Trebia who shall have elected to redeem their Trebia Class A Ordinary Shares pursuant to the Trebia Shareholder Redemption or the underwriters of Trebia’s initial public offering in respect of their Deferred Discount (as defined in the Trust Agreement)) to any portion of the proceeds in the Trust Account.

(b)                As of the date hereof, assuming the accuracy of the representations and warranties of S1 Holdco, Protected, the CSC Blockers, the Blocker Parents, the Court Square GPs, OpenMail, the Redeemed OM Members and the Protected Rollover Parties contained herein and the compliance by S1 Holdco, Protected, the CSC Blockers, the Blocker Parents, the Court Square GPs, OpenMail, the Redeemed OM Members and the Protected Rollover Parties with their respective obligations hereunder, Trebia has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Trebia on the Closing Date.

(c)                Assuming (i) the satisfaction of the conditions in Sections 13.01 and 13.02 and (ii) that each of the Cannae Backstop Amount and the Trebia Finco LLC Debt Commitment Amount is funded, in each case to the extent required and in accordance with its respective conditions, the Trebia Parties will have on the Closing Date funds sufficient to fund all of the amounts required to be provided by the Trebia Parties for the consummation of the transactions on the Closing Date contemplated hereby, including the payment of the Closing Cash Consideration (and repayment or refinancing of debt contemplated by this Agreement) and any other amounts required to be paid on the Closing Date in connection with the consummation of the transactions contemplated hereby, including all related fees and expenses, and are sufficient for the satisfaction of all of the Trebia Parties’ obligations under this Agreement, as applicable.

Section 7.08.          Brokers’ Fees. Except for fees described on Section 7.08 of the Disclosure Schedules, no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee, underwriting fee, deferred underwriting fee, commission or other similar payment in connection with the transactions contemplated by this Agreement based upon arrangements made by Trebia or any of its Affiliates, including the Founders or Cannae.

Section 7.09.          SEC Reports; Financial Statements; Sarbanes-Oxley Act; Undisclosed Liabilities.

(a)                Trebia has filed in a timely manner all required registration statements, reports, schedules, forms, statements and other documents required to be filed by it with the SEC since June 16, 2020 (collectively, as they have been amended since the time of their filing and including all exhibits thereto, the “SEC Reports”). None of the SEC Reports, as of their respective dates (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As used in this Section 7.09, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC through EDGAR. The audited financial statements and unaudited interim financial statements (including, in each case, the notes and schedules thereto) included in the SEC Reports (the “Trebia Financial Statements”) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and Regulation S-X or Regulation S-K, as applicable, and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) in all material respects the financial position of Trebia as of the respective dates thereof and the results of its operations and cash flows for the respective periods then ended. Trebia has not had any material off-balance sheet arrangements that are not disclosed in the SEC Reports. The Trebia Financial Statements (i) were prepared from the Books and Records of Trebia and (ii) were audited in accordance with the standards of the Public Company Accounting Oversight Board.

(b)                Trebia has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to Trebia is made known to Trebia’s principal executive officer and its principal financial officer, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. To Trebia’s knowledge, such disclosure controls and procedures are effective in timely alerting Trebia’s principal executive officer and principal financial officer to material information required to be included in Trebia’s periodic reports required under the Exchange Act.

(c)                Trebia has established and maintained a system of “internal controls” over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act). To Trebia’s knowledge, such internal controls are sufficient to provide reasonable assurance regarding the reliability of Trebia’s financial reporting and the preparation of Trebia’s financial statements for external purposes in accordance with GAAP.

(d)                There are no outstanding loans or other extensions of credit made by Trebia to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Trebia. Trebia has not taken any action prohibited by Section 402 of the Sarbanes-Oxley Act.

(e)                Neither Trebia (including any employee thereof) nor Trebia’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls or the internal controls over financial reporting utilized by Trebia, (ii) any fraud, whether or not material, that involves Trebia’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Trebia or (iii) any claim or allegation regarding any of the foregoing.

(f)                 To the knowledge of Trebia, as of the date hereof, there are no outstanding SEC comments from the SEC with respect to the SEC Reports. To the knowledge of Trebia, none of the SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

Section 7.10.          Business Activities.

(a)                Since its incorporation, Trebia has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the Trebia Organizational Documents, there is no agreement, commitment, or Governmental Order binding upon Trebia or to which Trebia is a party which has or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Trebia or any acquisition of property by Trebia or the conduct of business by Trebia as currently conducted or as contemplated to be conducted as of the Closing other than such effects, individually or in the aggregate, which have not had and would not reasonably be expected to have a Trebia Material Adverse Effect.

(b)                Trebia does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity, except the Trebia Parties and for the transactions contemplated by this Agreement. Except for this Agreement and the Transactions, neither Trebia nor any of its Subsidiaries has any interests, rights, obligations or Liabilities with respect to, or is party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination.

(c)                There is no liability, debt or obligation against Trebia or its Subsidiaries, except for Liabilities and obligations (i) reflected or reserved for on Trebia’s consolidated balance sheet as of September 30, 2020 or disclosed in the notes thereto (other than any such Liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to the Trebia Parties), (ii) that have arisen since September 30, 2020 in the ordinary course of the operation of business of the Trebia Parties (other than any such Liabilities as are not and would not be, in the aggregate, material to the Trebia Parties), (iii) disclosed in the Disclosure Schedules or (iv) incurred in connection with or contemplated by this Agreement and/or the Transactions. All debts and liabilities, fixed or contingent, which should be included under U.S. GAAP on a balance sheet are included in the Trebia Financial Statements.

(d)                Except for this Agreement and the agreements expressly contemplated hereby or as set forth on Section 7.10(d) of the Disclosure Schedules, Trebia is, and at no time has been, party to any Contract with any other Person that would require payments by Trebia in excess of $10,000 monthly, $500,000 in the aggregate with respect to any individual Contract or more than $1,000,000 in the aggregate when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 11.02) and Contracts set forth on Section 7.10(d) of the Disclosure Schedules).

Section 7.11.          Employee Benefit Plans. Except as may be contemplated by the Omnibus Incentive Plan Proposal, no Trebia Party or ERISA Affiliate thereof maintains, contributes to, or has or could reasonably be expected to have any obligation or liability (contingent or otherwise) under any Employee Benefit Plan, whether formal or informal, oral or written (each an “Trebia Benefit Plan”). Neither the execution and delivery of this Agreement by Trebia nor the consummation of the Merger will (whether alone or in connection with any subsequent event(s)) (i) result in the acceleration or vesting of payments or benefits, or increases in any payments or benefits or any loan forgiveness, to any current or former employee, officer, director or consultant of Trebia or its Subsidiaries or (ii) result in severance pay or any increase in severance pay upon any termination of employment of any current or former employee, officer, director or consultant of any Trebia Party. No amount or benefit that would be, or has been, received (whether in cash or property or the vesting of property or the cancellation of indebtedness) by any current or former employee, officer or director of any Trebia Party who is a “ disqualified individual” within the meaning of Section 280G of the Code would reasonably be expected to be characterized as an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code) as a result of the consummation of the transactions contemplated by this Agreement.

Section 7.12.          Tax Matters.

(a)                All material Tax Returns required by Law to be filed by each Trebia Party have been duly filed within the applicable time limits (after taking into account any valid extensions) and those Tax Returns were, and remain, true, correct, and complete in all material respects and are not (nor is anything in them) the subject of any material dispute with any Governmental Authority.

(b)                All material amounts of Taxes due and owing by each Trebia Party have been paid within applicable time limits, and no Trebia Party has incurred any material Tax liability outside the ordinary course of business.

(c)                Each Trebia Party has (i) withheld all material amounts of Taxes required to have been withheld by it in connection with amounts paid or owed to any employee, independent contractor, creditor, shareholder or any other third party, (ii) remitted, or will remit on a timely basis, and within applicable time limits, such amounts to the appropriate Governmental Authority and (iii) complied in all material respects with applicable Law with respect to Tax withholding.

(d)                No Trebia Party has engaged in any material audit, assessment, visit, discovery, examinations, investigations, administrative proceeding or judicial proceeding involving a Governmental Authority with respect to Taxes. No Trebia Party has received any written notice from a Governmental Authority of a dispute, assessment, or claim with respect to a material amount of Taxes, other than disputes or claims that have since been resolved without any ongoing liability for Trebia, and to the knowledge of Trebia, no such claims have been communicated in writing. No written claim has been made, and to the knowledge of Trebia, no oral claim has been made, by any Governmental Authority in a jurisdiction where a Trebia Party does not file a Tax Return that such Trebia Party is or may be subject to Taxes by that jurisdiction in respect of Taxes that would be the subject of such Tax Return, which claim has not been resolved. There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, material Taxes of any Trebia Party and no written request for any such waiver or extension is currently pending.

(e)                During the two-year period ending on the date hereof, no Trebia Party nor any predecessor thereof has ever constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code).

(f)                 No Trebia Party has been a party to any “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2).

(g)                There are no Liens with respect to Taxes on any of the assets of any Trebia Party, other than Permitted Liens.

(h)                No Trebia Party has any material liability for the Taxes of any Person (i) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), (ii) as a transferee or successor or (iii) by Contract (except, in each case, for Liabilities pursuant to commercial contracts not primarily relating to Taxes).

(i)                 Trebia Merger Sub LLC is, and has been since inception, a disregarded entity for U.S. federal income Tax purposes. To the knowledge of Trebia, there are no facts, circumstances or plans as to the Trebia Parties that, either alone or in combination, could reasonably be expected to prevent the Transactions from qualifying for the Intended Tax Treatment.

(j)                 Trebia has not (A) obtained a Paycheck Protection Program Loan pursuant to Section 1102 of the CARES Act, (B) applied for loan forgiveness pursuant to Section 1106 of the CARES Act, (C) deferred payment of the employer portion of FICA and Medicare Tax pursuant to Section 2302 of the CARES Act, or (D) claimed the employee retention credit pursuant to Section 2301 of the CARES Act.

Section 7.13.          Capitalization.

(a)                The authorized capital stock of Trebia consists of 441,000,000 shares of capital stock, including (i) 400,000,000 Trebia Class A Ordinary Shares, (ii) 40,000,000 Trebia Class B Ordinary Shares and (iii) 1,000,000 shares of preferred stock (“Trebia Preferred Stock”), of which (A) 51,750,000 Trebia Class A Ordinary Shares are issued and outstanding as of the date of this Agreement, (B) 12,937,500 Trebia Class B Ordinary Shares are issued and outstanding as of the date of this Agreement and (C) no shares of Trebia Preferred Stock are issued and outstanding as of the date of this Agreement. As of immediately prior to and at the Closing, the aggregate number of Trebia Class B Ordinary Shares and Trebia Class A Ordinary Shares held by (i) Trasimene Capital Management, LLC shall equal 7,395,937 shares of Trebia Ordinary Shares, and (ii) BGPT Trebia LP shall equal 5,466,563 shares of Trebia Ordinary Shares. Trebia has issued (x) 8,233,334 Founder Trebia Warrants that entitle (i) Trasimene Capital Management, LLC to purchase 4,734,167 Trebia Class A Ordinary Shares, and BGPT Trebia LP to purchase 3,499,167 Trebia Class A Ordinary Shares, in each case at an exercise price of $11.50 per share on the terms and conditions set forth in the applicable warrant agreement and (y) 17,250,000 Non-Founder Trebia Warrants that entitle the holder to purchase Trebia Class A Ordinary Shares at an exercise price of $11.50 per share on the terms and conditions set forth in the applicable warrant agreement. All of the issued and outstanding Trebia Ordinary Shares and Trebia Warrants (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) were issued in compliance in all material respects with applicable Law, (iii) were not issued in breach or violation of any preemptive rights or Contract and (iv) are fully vested and not otherwise subject to a substantial risk of forfeiture within the meaning of Section 83 of the Code, except as disclosed in the SEC Reports with respect to certain Trebia Ordinary Shares held by the Founders. Except for this Agreement and the transactions contemplated hereby and the Trebia Warrants, as of the date hereof, there are (i) no subscriptions, calls, options, warrants, rights or other securities convertible into or exchangeable or exercisable for Trebia Ordinary Shares or the equity interests of Trebia, or any other Contracts to which Trebia is a party or by which Trebia is bound obligating Trebia to issue or sell any shares of capital stock of, other equity interests in or debt securities of, Trebia, and (ii) no equity equivalents, stock appreciation rights, phantom stock ownership interests or other compensatory or incentive equity rights in Trebia. Except as disclosed in the SEC Reports, the Trebia Organizational Documents or in the Sponsor Agreement, there are no outstanding contractual obligations of Trebia to repurchase, redeem or otherwise acquire any securities or equity interests of Trebia. There are no outstanding bonds, debentures, notes or other indebtedness of Trebia having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which Trebia’s stockholders may vote. Except as disclosed in the SEC Reports, Trebia is not a party to any shareholders agreement, voting agreement or registration rights agreement relating to Trebia Ordinary Shares or any other equity interests of Trebia. Trebia does not own any capital stock or any other equity interests in any other Person or have any right, option, warrant, conversion right, stock appreciation right, redemption right, repurchase right, agreement, arrangement or commitment of any character under which a Person is or may become obligated to issue or sell, or give any right to subscribe for or acquire, or in any way dispose of, any shares of the capital stock or other equity interests, or any securities or obligations exercisable or exchangeable for or convertible into any shares of the capital stock or other equity interests, of such Person.

(b)                No Person and no syndicate or “group” (as defined in the Exchange Act and the rules thereunder) of a Person owns directly or indirectly beneficial ownership (as defined in the Exchange Act and the rules thereunder) of securities of Trebia representing 35% or more of the combined voting power of the issued and outstanding securities of Trebia.

Section 7.14.          Issuance of Stock. Trebia Class A Common Stock and Trebia Class C Common Stock, when issued in accordance with this Agreement, will be duly authorized and validly issued, and will be fully paid and nonassessable and free of preemptive rights, subscription rights or any similar right under any provision of Law, Trebia’s Organizational Documents or any Contract to which Trebia is a party or by which Trebia is bound and will be capable of effectively vesting in the parties hereto that will receive Closing Seller Equity Consideration title to all such securities, free and clear of all Liens (other than Liens arising pursuant to applicable securities Laws).

Section 7.15.          Status of Other Trebia Parties. Each Trebia Party (other than Trebia) was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has not conducted any business and has no assets, Liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any Transaction Agreement to which it is a party, as applicable, and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicable. Trebia has no Subsidiaries other than Trebia Merger Sub and Trebia Merger Sub LLC.

Section 7.16.          NYSE Stock Market Listing. The issued and outstanding units of Trebia, each such unit comprised of one Trebia Class A Ordinary Share and one-third of one Trebia Warrant, are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the NYSE under the symbol “TREB.U”. The issued and outstanding Trebia Class A Ordinary Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the NYSE under the symbol “TREB”. The issued and outstanding Non-Founder Trebia Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the NYSE under the symbol “TREB.WS”. Trebia is in compliance with the rules of the NYSE and there is no Action pending or, to the knowledge of Trebia, threatened against Trebia by the NYSE or the SEC with respect to any intention by such entity to deregister the Trebia Class A Ordinary Shares or Non-Founder Trebia Warrants or terminate the listing of Trebia Class A Ordinary Shares or Non-Founder Trebia Warrants on the NYSE. None of Trebia or its Affiliates has taken any action in an attempt to terminate the registration of the Trebia Class A Ordinary Shares or Non-Founder Trebia Warrants under the Exchange Act except as contemplated by this Agreement. Trebia has not received any notice from the NYSE or the SEC regarding the revocation of such listing or otherwise regarding the delisting of the Trebia Class A Ordinary Shares from the NYSE or the SEC.

Section 7.17.          Cannae Backstop; Debt Commitment.

(a)                Trebia has delivered to S1 Holdco and Protected true, correct and complete copies (subject, in the case of the Debt Commitment Letter and the associated fee letter, to customary redactions) of the Backstop Agreement and the Debt Commitment Letter. As of the date hereof, neither of the Backstop Agreement and the Debt Commitment Letter has been withdrawn or terminated, or otherwise amended, modified or waived, in any respect, and no withdrawal, termination, amendment or modification is contemplated by any Trebia Party, or, to the knowledge of each Trebia Party, any other party thereto. As of the date hereof, subject to the Enforceability Exceptions, each of the Backstop Agreement and the Debt Commitment Letter is in full force and effect and a legal, valid and binding obligation of, in each case to the extent party thereto, each Trebia Party and, to the knowledge of Trebia, each other party thereto, and neither the execution or delivery by Trebia nor the performance of Trebia’s obligations under the Backstop Agreement nor the Debt Commitment Letter violates any Laws applicable to it. The Backstop Agreement provides that S1 Holdco is a party thereto and is entitled to enforce such agreements against Cannae. As of the date hereof, there are no other agreements, side letters, or arrangements between Cannae, on the one hand, and any Trebia Party, on the other hand, relating to the Backstop Agreement that could affect the obligations of Cannae under the Backstop Agreement, and, as of the date hereof, no Trebia Party knows of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in the Backstop Agreement not being satisfied, or the Backstop Amounts not being available to the Trebia Parties party thereto, on the Closing Date, if applicable. As of the date hereof, there are no other agreements, side letters, or arrangements between any Trebia Party, on the one hand, and any Debt Financing Source, on the other hand (other than (i) the Debt Commitment Letter and (ii) the fee letter executed in connection therewith (the “Debt Fee Letter”) a copy of which has been provided to S1 Holdco and Protected with only economic, financial and/or “flex” terms redacted), relating to the Debt Commitment Letter, as the case may be, that would reasonably be expected to adversely affect the obligations any Debt Financing Source under the Debt Commitment Letter, and, as of the date hereof and assuming the satisfaction of the conditions in Sections 13.01 and 13.02, no Trebia Party knows of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in the Debt Commitment Letter not being satisfied on the Closing Date. As of the date hereof, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of any Trebia Party under any term or condition of either the Backstop Agreement or the Debt Commitment Letter that would reasonably be expected to result in any of the conditions set forth in either the Backstop Agreement or the Debt Commitment Letter not being satisfied, or the Backstop Amounts not being available to the Trebia Parties party thereto, on the Closing Date. Assuming (i) the satisfaction of the conditions in Sections 13.01 and 13.02, as of the date hereof, no Trebia Party has any reason to believe that it will be unable to satisfy in all material respects any term or condition of closing to be satisfied by it contained in either the Backstop Agreement or the Debt Commitment Letter. The Backstop Agreement contains all of the conditions precedent (other than the conditions contained in the other Transaction Agreements) to the obligations of Cannae to contribute to the Trebia Parties party thereto the Cannae Backstop Amount. The Debt Commitment Letter contains all of the conditions precedent to the obligations of the Debt Financing Sources to make available to the Trebia Parties party thereto the Debt Financing.

(b)                Except as otherwise provided for in the Transaction Agreements, no fees, consideration or other discounts are payable or have been agreed by any Trebia Party or any of their respective Subsidiaries (including, from and after the Closing, S1 Holdco and Protected and their respective Subsidiaries) to Cannae in respect of the Cannae Backstop Amount.

(c)                It is acknowledged and agreed by each Trebia Party that the obligations of each Trebia Party under this Agreement are not subject to any conditions regarding any Trebia Party’s, its Affiliates’ or any other Person’s ability to obtain financing for the consummation of the transactions contemplated hereby including, without limitation, under the Debt Commitment Letter or the Backstop Agreement.

Section 7.18.          Sponsor Agreement. Trebia has delivered to S1 Holdco and Protected a true, correct and complete copy of the Sponsor Agreement. The Sponsor Agreement is in full force and effect and has not been withdrawn or terminated, or otherwise amended, modified or waived, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Trebia. The Sponsor Agreement is a legal, valid and binding obligation of Trebia and, to the knowledge of Trebia, each other party thereto and neither the execution or delivery by any party thereto, nor the performance of any party’s obligations under, the Sponsor Agreement violates any provision of, or results in the breach of or default under, or requires filing, registration or qualification under, any applicable Law. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Trebia under any material term or condition of the Sponsor Agreement.

Section 7.19.          Contracts; No Defaults; Affiliate Agreements.

(a)                All Contracts material to Trebia to which, as of the date of this Agreement, Trebia is a party or by which any of its assets are bound are set forth on Section 7.19 of the Disclosure Schedules (such Contracts, the “Trebia Material Contracts”) and have been previously made available to S1 Holdco and Protected by Trebia.

(b)                Except for any Trebia Material Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, with respect to any Trebia Material Contract, (i) such Trebia Material Contracts are in full force and effect and represent the legal, valid and binding obligations of Trebia and, to the knowledge of Trebia, represent the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of Trebia, are enforceable by Trebia to the extent a party thereto in accordance with their terms, subject in all respects to the Enforceability Exceptions. Neither Trebia, nor to the knowledge of Trebia, any other party thereto is in material breach or material default under any Trebia Material Contract. Trebia has not received written notice, that it is in material breach of or material default under any Trebia Material Contract to which it is a party in the one year immediately preceding the date of this Agreement. No party with whom Trebia has entered into a Trebia Material Contract has, in the one year immediately preceding the date of this Agreement, given written notice of its intention to terminate, repudiate or disclaim all or a substantial part of such Trebia Material Contract.

(c)                Except as set forth in Section 7.19(c) of the Disclosure Schedules, and other than the private placement of securities in connection with Trebia’s initial public offering, Trebia is not a party to any transaction, agreement, arrangement or understanding with any (i) present or former direct or indirect equityholder, officer, director or employee of Trebia, (ii) beneficial owner (within the meaning of Section 13(d) of the Exchange Act) of 5% or more of the capital stock or equity interests of any of Trebia or its Subsidiaries or (iii) Affiliate, “associate” or member of the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act) of any of the foregoing (each of the foregoing, an “Trebia Affiliate Agreement”). Trebia has made available to S1 Holdco and Protected true, correct and complete copies of each Contract or other relevant documentation (including any amendments or modifications thereto) available with respect to any Trebia Affiliate Agreement.

Section 7.20.          Title to Property. Trebia does not (a) own or lease any real or personal property or (b) is not a party to any agreement or option to purchase any real property or other material interest therein. Subject to the restrictions on use of the Trust Account set forth in the Trust Agreement, Trebia owns good and marketable title to, or holds a valid leasehold interest in, or a valid license to use, all of the assets used by Trebia in the operation of its business and which are material to Trebia, in each case, free and clear of any Liens (other than Permitted Liens).

Section 7.21.          Investment Company Act. Trebia is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

Section 7.22.          Trebia Shareholders. No foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of a single foreign state currently has a substantial interest (as defined in 31 C.F.R. Part 800.244) in Trebia and no such foreign person will have a substantial interest in Trebia as a result of the Transactions such that a declaration to the Committee on Foreign Investment in the United States would be mandatory under 31 C.F.R. Part 800.401, and no foreign person will have control (as defined in 31 C.F.R. Part 800.208) over Trebia post-Closing.

Section 7.23.          Proxy Statement / Prospectus. The Proxy Statement / Prospectus (and any amendment or supplement thereto) shall comply in all material respects with the applicable requirements of the Exchange Act and the Securities Act of 1933. On the date the Proxy Statement / Prospectus is first mailed to the stockholders of Trebia, and at the time of the Special Meeting, none of the information relating to Trebia supplied or to be supplied by Trebia or its Subsidiaries, Affiliates or Representatives in the Proxy Statement / Prospectus (together with any amendments or supplements thereto), will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided, however, that Trebia makes no representations or warranties as to the information contained in or omitted from the Proxy Statement / Prospectus in reliance upon and in conformity with information furnished in writing to Trebia by or on behalf of S1 Holdco or the parties hereto receiving Closing Seller Equity Consideration in connection with the Transactions specifically for inclusion in the Proxy Statement / Prospectus.

Section 7.24.          Solvency. Immediately after giving effect to the transactions contemplated by this Agreement, each Trebia Party and each of their respective Subsidiaries (including, from and after the Closing, S1 Holdco and Protected and their respective Subsidiaries), will be able to pay its debts as they become due and will own property which has a fair saleable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent Liabilities). Immediately after giving effect to the transactions contemplated by this Agreement, each Trebia Party and each of their respective Subsidiaries (including, from and after the Closing, S1 Holdco and Protected and their respective Subsidiaries) will have adequate capital to carry on their respective businesses. No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of any Trebia Party or any of their respective Subsidiaries (including, from and after the Closing, S1 Holdco and Protected and their respective Subsidiaries).

Article VIII

Representations and Warranties of the CSC Blockers, Blocker Parents,

Court Square GPS, Openmail, The Redeemed OM Members and the

Protected Rollover Parties

Section 8.01.          Representations and Warranties of CSC Blockers, Court Square GPs and Blocker Parents. Each CSC Blocker, Court Square GP and Blocker Parent hereby severally, and not jointly, solely with respect to itself and not any other Person, represents and warrants to Trebia, System1 and Protected as follows:

(a)                Organization. Each CSC Blocker, Court Square GP and Blocker Parent has been duly organized, is validly existing and is in good standing under the laws of its jurisdiction of formation or organization and has all requisite organizational power and authority to own, operate and lease its properties, rights and assets and to conduct its business as it is now being conducted, except where such failure to be in good standing or have such organizational power and authority would not have a material adverse effect on the ability of such CSC Blocker, Court Square GP and Blocker Parent to enter into this Agreement or consummate the transactions contemplated hereby. The copies of the organizational documents of each CSC Blocker, Court Square GP and Blocker Parent, as in effect on the date hereof and made available to Trebia and S1 Holdco are in all material respects (i) true, correct and complete and (ii) in full force and effect. Each CSC Blocker, Court Square GP and Blocker Parent has the requisite organizational power and authority to own, operate and lease all of its properties, rights and assets and to carry on its business as it is now being conducted and is duly licensed or qualified and in good standing as a foreign entity in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified, except where failure to be so licensed or qualified would not reasonably be expected to, individually or in the aggregate, have a Seller Material Adverse Effect with respect to such CSC Blocker, Court Square GP or Blocker Parent. Each CSC Blocker, Court Square GP and Blocker Parent is not in violation of any of the provisions of its organizational documents.

(b)                Due Authorization. Each CSC Blocker, Court Square GP and Blocker Parent has the requisite organizational power and authority to execute and deliver this Agreement and each Transaction Agreement to which it is a party and to perform all obligations to be performed by it hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the transactions contemplated hereby and thereby has been duly authorized by the board of directors, managing member, general partner or equivalent governing body of each CSC Blocker, Court Square GP and Blocker Parent, and other than the delivery of the Court Square GPs’ Written Consent, the Blocker Parents’ Written Consent, and the Protected Written Consent, no other organizational action or proceeding on the part of any CSC Blocker, Court Square GP, or Blocker Parent (including any equityholders thereof) is necessary to authorize or adopt this Agreement or such Transaction Agreements or to approve the Transactions and the consummation thereof. This Agreement has been, and each such Transaction Agreement will (when executed and delivered) be, duly and validly executed and delivered by each CSC Blocker, Court Square GP and Blocker Parent and, assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement will constitute, a valid and binding obligation of each CSC Blocker, Court Square GP and Blocker Parent, enforceable against each such CSC Blocker, Court Square GP, and Blocker Parent or in accordance with its terms, subject to the Enforceability Exceptions.

(c)                No Conflict. Subject to the receipt of the consents, approvals, authorizations and other requirements set forth in Section 8.01(c) of the Disclosure Schedules, the execution, delivery and performance of this Agreement and each Transaction Agreement to which each CSC Blocker, Court Square GP and Blocker Parent is party by each such CSC Blocker, Court Square GP and Blocker Parent and the consummation of the transactions contemplated hereby and thereby do not and will not (a) conflict with or violate any provision of, or result in the breach of or default under, the certificate of formation, certificate of limited partnership or other organizational or governing documents of each CSC Blocker, Court Square GP and Blocker Parent, (b) violate any provision of, or result in the breach of or default by each CSC Blocker, Court Square GP and Blocker Parent under, or require any filing, registration or qualification under, any applicable Law, (c) require any consent, waiver or other action by any Person under, violate, or result in a breach of, constitute a default under, result in the acceleration, cancellation, termination or modification of, or create in any party the right to accelerate, terminate, cancel or modify, any Contract, (d) result in the creation of any Lien upon any of the properties, rights or assets of any CSC Blocker, Court Square GP or Blocker Parent, (e) constitute an event which, after notice or lapse of time or both, would result in any such violation, breach, termination, acceleration, modification, cancellation or creation of a Lien or (f) result in a violation or revocation of any license, permit or approval from any Governmental Authority or other Person, except, (i) in the case of clause (b) above, for such violations, breaches or defaults that would not, individually or in the aggregate, be material to CSC Blocker, Court Square GP or Blocker Parent, as applicable, and (ii) in the case of clauses (c), (d), (e) and (f) above, for such violations, conflicts, breaches, defaults or failures to act which would not, individually or in the aggregate, reasonably be expected to have Seller Material Adverse Effect with respect to each CSC Blocker, Court Square GP and Blocker Parent (as applicable).

(d)                Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of Trebia, S1 Holdco, OpenMail and Protected contained in this Agreement, no Governmental Filing is required on the part of any CSC Blocker, Court Square GP or Blocker Parent with respect to such Person’s execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, except for (a) applicable requirements of the HSR Act and any other applicable Antitrust Laws or applicable Foreign Investment Laws, (b) any actions, consents, approvals, permits or authorizations, designations, declarations or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to be material to such CSC Blocker, Court Square GP or Blocker Parent and (c) as otherwise disclosed on Section 5.05 of the Disclosure Schedules.

(e)                Capitalization. Section 8.01(e) of the Disclosure Schedules sets forth, as of the date hereof, the number and class of all of the issued and outstanding equity interests of each CSC Blocker, the record and beneficial owners thereof and the number and class of equity interests held by each such record and beneficial owner. The outstanding equity interests of each CSC Blocker (i) have been duly authorized and validly issued, (ii) were issued in compliance in all material respects with applicable Law and (iii) were not issued in breach or violation of any preemptive rights or Contract. There are (i) no subscriptions, calls, options, warrants, rights or other securities convertible into or exchangeable or exercisable for equity interests of any CSC Blocker, or any other Contracts to which any CSC Blocker is a party or by which any CSC Blocker is bound obligating such CSC Blocker to issue or sell any equity interests in or debt securities of, any CSC Blocker, and (ii) no equity equivalents, stock or equity appreciation rights, phantom stock ownership interests or similar rights in any CSC Blocker. There are no outstanding contractual obligations of any CSC Blocker to repurchase, redeem or otherwise acquire any securities or equity interests of such CSC Blocker. There are no outstanding bonds, debentures, notes or other indebtedness of such CSC Blocker having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which such CSC Blocker’s equityholders may vote. Other than with respect to the organizational documents of any CSC Blocker in effect as of the date of this Agreement, no CSC Blocker is a party to any shareholders agreement, voting agreement or registration rights agreement relating to any equity interests of any CSC Blocker. Other than with respect to S1 Holdco, no CSC Blocker owns any capital stock or any other equity interests in any other Person or have any right, option, warrant, conversion right, stock appreciation right, redemption right, repurchase right, agreement, arrangement or commitment of any character under which a Person is or may become obligated to issue or sell, or give any right to subscribe for or acquire, or in any way dispose of, any shares of the capital stock or other equity interests, or any securities or obligations exercisable or exchangeable for or convertible into any shares of the capital stock or other equity interests, of such Person.

(f)                 Title to the S1 LLC Interests.

(i)                 Each Court Square GP has good and valid title to the Court Square GPs S1 Units held by such Court Square GP. Each Court Square GP owns its respective Court Square GPs S1 Units free and clear of all Liens (other than the restrictions under applicable Securities Laws and Permitted Liens). As of the date hereof, the Court Square GPs S1 Units comprise 21.42% of the issued and outstanding equity interests of S1 Holdco. Except as set forth in S1 Holdco’s organizational documents, the S1 Holdco Operating Agreement and in this Agreement, the Court Square GPs S1 Units are not subject to any shareholder agreement, investor rights agreement, registration rights agreement, voting agreement or trust, proxy or other Contract restricting or otherwise relating to the voting, dividend rights or disposition of such Court Square GPs S1 Units.

(ii)               Upon the transfer and delivery by each Court Square GP of its respective Court Square GPs S1 Units at the Closing, Trebia will receive good and valid title to such Court Square GPs S1 Units, free and clear of all Liens (other than the restrictions under applicable Securities Laws and Permitted Liens), and such Court Square GPs S1 Units shall not be subject to any voting or transfer restrictions (other than restrictions generally imposed on securities under U.S. federal, state or foreign securities Laws).

(g)                Title to CSC Blocker Shares.

(i)                 Each Blocker Parent has good and valid title to the CSC Blocker Shares held by such Blocker Parent. Each Blocker Parent owns its respective CSC Blocker Shares free and clear of all Liens (other than the restrictions under applicable Securities Laws and Permitted Liens). As of the date hereof, the CSC Blocker Shares collectively held by the Blocker Parents comprise 100% of the issued and outstanding capital securities of each CSC Blocker. Except as set forth in each CSC Blocker’s organizational documents and in this Agreement, the CSC Blocker Shares are not subject to any shareholder agreement, investor rights agreement, registration rights agreement, voting agreement or trust, proxy or other Contract restricting or otherwise relating to the voting, dividend rights or disposition of such CSC Blocker Shares.

(ii)               Upon the transfer and delivery by each Blocker Parent of its respective CSC Blocker Shares at the Closing, Trebia will receive good and valid title to such CSC Blocker Shares, free and clear of all Liens (other than the restrictions under applicable Securities Laws and Permitted Liens), and such CSC Blocker Shares shall not be subject to any voting or transfer restrictions (other than restrictions generally imposed on securities under U.S. federal, state or foreign securities Laws).

(h)                Holding Company; Ownership. Each CSC Blocker is a holding company and was formed solely for the purpose of holding equity interests of S1 Holdco and has not conducted any business prior to the date hereof other than activities incidental to its ownership of the equity interests of S1 Holdco and has no assets (other than cash, which may be used or distributed by such CSC Blocker), Liabilities or obligations of any nature other than those incident to its formation and organization and maintenance of its existence and ownership of the equity interests of S1 Holdco. Each CSC Blocker is (directly or indirectly) the owner of S1 Holdco Units, and following the Blocker Pre-Closing Reorganization and as of immediately prior to the Closing, such CSC Blocker will (i) directly be the owner(s) of record of all S1 Holdco Units directly or indirectly owned by such CSC Blocker as of the date hereof and (ii) have good and valid title to all such S1 Holdco Units, free and clear of any Liens (other than the restrictions under applicable Securities Laws, Permitted Liens and the S1 Holdco organizational documents).

(i)                 Litigation and Proceedings. Except for Actions under any Tax Law (as to which certain representations and warranties are made pursuant to Section 5.15), as of the date of this Agreement, there are no pending or, to the knowledge of any CSC Blocker, Court Square GP, or Blocker Parent, threatened in writing Actions against such CSC Blocker, Court Square GP or Blocker Parent or any of their respective properties, rights or assets, except for such Actions that would not reasonably be expected to be material to such CSC Blocker, Court Square GP or Blocker Parent or have a material adverse effect on the ability of such CSC Blocker, Court Square GP or Blocker Parent to enter into and perform its respective obligations under this Agreement or any Transaction Agreement to which such CSC Blocker, Court Square GP or Blocker Parent is a party. There is no Governmental Order imposed upon or, to the knowledge of any CSC Blocker, Court Square GP or Blocker Parent, threatened in writing against such CSC Blocker, Court Square GP or Blocker Parent or any of their respective properties, rights or assets that would, individually or in the aggregate, reasonably be expected to be material to such CSC Blocker, Court Square GP or Blocker Parent. There is no unsatisfied judgment or any open injunction binding upon any CSC Blocker, Court Square GP or Blocker Parent which would, individually or in the aggregate, reasonably be expected to be material to such CSC Blocker, Court Square GP or Blocker Parent.

(j)                 Brokers’ Fees. Except for fees described on Section 8.02(g) of the Disclosure Schedules, no broker, finder, financial advisor, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other similar fee, commission or other similar payment in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of any CSC Blocker, Court Square GP or Blocker Parent or any of their respective Subsidiaries or any of its Affiliates.

(k)                Related Party Transactions. Except for the Contracts set forth on Section 8.01(k) of the Disclosure Schedules and Contracts between S1 Holdco and any System1 Subsidiary or between Protected and any Protcted Subsidiary, there are no Contracts or other arrangements or transactions, including any outstanding Indebtedness, between any CSC Blocker, S1 Holdco, any System1 Subsidiary, Protected or any Protected Subsidiary, on the one hand, and any Affiliate, officer or director of any CSC Blocker, Court Square GP or Blocker Parent or, to such CSC Blocker’s, Court Square GP’s or Blocker Parent’s knowledge, any Affiliate of any of them, on the other hand.

(l)                 Proxy Statement / Prospectus. Subject to Section 9.04(a) and Section 10.04(b), none of the information relating to any CSC Blocker, Court Square GP or Blocker Parent supplied or to be supplied by such CSC Blocker, Court Square GP or Blocker Parent, or by any other Person acting on behalf of such CSC Blocker, Court Square GP or Blocker Parent, in writing specifically for inclusion in the Proxy Statement / Prospectus will, as of the date the Proxy Statement / Prospectus (or any amendment or supplement thereto) is first mailed to Trebia’s stockholders, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no CSC Blocker or any of Court Square GP or Blocker Parent makes any representations or warranties as to the information contained in or omitted from the Proxy Statement / Prospectus (a) that is modified in any material respect by Trebia or any of its Affiliates or Representatives without such CSC Blocker, Court Square GP or Blocker Parent prior written approval which is misleading by virtue of such modification or (b) in reliance upon and in conformity with information furnished in writing by or on behalf of Trebia or any of its Affiliates specifically for inclusion in the Proxy Statement / Prospectus which is misleading by virtue of such reliance and conformity. All financial projections with respect to any member of a CSC Blocker, Court Square GP or Blocker Parent that were delivered by or on behalf of such parties or their respective Representatives were prepared in good faith using assumptions that such CSC Blocker, Court Square GP or Blocker Parent believes to be reasonable.

(m)              Taxes.

(i)                 All material Tax Returns required by Law to be filed by each CSC Blocker have been duly filed within the applicable time limits and those Tax Returns were, and remain, true, correct, and complete in all material respects, and are not (nor is anything in them) the subject of any dispute with any Governmental Authority.

(ii)               All material amounts of Taxes due and owing by each CSC Blockers have been paid within applicable time limits, and since inception no CSC Blocker has incurred any material Tax liability other than Taxes resulting from its indirect ownership of S1 Holdco Units. The CSC Blockers will not incur any Tax liability as a result of the Protected Reorganization.

(iii)             Each CSC Blocker has (i) withheld all material amounts of Taxes required to have been withheld by it in connection with amounts paid or owed to any employee, independent contractor, creditor, shareholder or any other third party, (ii) remitted any such amounts required to be remitted to the appropriate Governmental Authority, and (iii) complied in all material respects with applicable Law with respect to Tax withholding.

(iv)              No CSC Blocker is engaged in any material audit, assessment, examination, investigation, administrative proceeding or judicial proceeding involving a Governmental Authority with respect to Taxes. No CSC Blocker has received any written notice from a Governmental Authority of a dispute, assessment, or claim with respect to a material amount of Taxes, and to the knowledge of the CSC Blocker, no such claims have been communicated in writing. No written claim has been made by any Governmental Authority in a jurisdiction where a CSC Blocker does not file Tax Returns that such CSC Blocker is or may be subject to Taxes by that jurisdiction in respect of Taxes that would be the subject of such Tax Return. There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, material Taxes of a CSC Blocker and no written request for any such waiver or extension is currently pending.

(v)                No CSC Blocker (or any predecessor thereof) has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (or so much of Section 356 of the Code as relates to Section 355 of the Code).

(vi)              No CSC Blocker has been a party to any “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2).

(vii)            There are no Liens with respect to Taxes on any of the assets of a CSC Blocker, other than statutory liens for current Taxes not yet due and payable.

(viii)          No CSC Blocker has material liability for the Taxes of any Person (i) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), (ii) as a transferee or successor or (iii) by Contract (except, in each case, for Liabilities pursuant to commercial contracts not primarily relating to Taxes).

(ix)              To the knowledge of each CSC Blocker, there are no facts, circumstances or plans that, either alone or in combination, could reasonably be expected to prevent the Transactions from qualifying for the Intended Tax Treatment.

(x)                No CSC Blocker (or successor thereto) will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) beginning after the Closing Date as a result of any: (A) change in method of accounting under Section 481 of the Code (or similar provision of Law), or use of an improper method of accounting, for a taxable period ending on or prior to the Closing Date; (B) “closing agreement” within the meaning of Section 7121 of the Code (or similar provision of Law) executed prior to the Closing; (C) intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or similar provision of Law); (D) installment sale or open transaction disposition made on or prior to the Closing Date; or (E) advance payments, prepaid or deferred amounts received on or prior to the Closing Date, other than payments or amounts received by S1 Holdco in the ordinary course of business and taxed to CSC Blocker by reason of its indirect ownership of S1 Holdco Units prior to the Closing.

(xi)              No CSC Blocker has (A) obtained a Paycheck Protection Program Loan pursuant to Section 1102 of the CARES Act, (B) applied for loan forgiveness pursuant to Section 1106 of the CARES Act, (C) deferred payment of the employer portion of FICA and Medicare Tax pursuant to Section 2302 of the CARES Act, or (D) claimed the employee retention credit pursuant to Section 2301 of the CARES Act.

(xii)            Each CSC Blocker is, and has all times since its formation been, properly treated as a C corporation for U.S. federal income Tax purposes.

For purposes of this Section 8.01(m), any reference to a CSC Blocker shall be deemed to include any Person that merged with or was liquidated or converted into such CSC Blocker, as applicable.

Section 8.02.          Representations and Warranties of OpenMail. OpenMail hereby represents and warrants to Trebia, System1 and Protected as follows:

(a)                Organization. OpenMail has been duly organized, is validly existing and is in good standing under the laws of its jurisdiction of formation or organization and has all requisite organizational power and authority to own, operate and lease its properties, rights and assets and to conduct its business as it is now being conducted, except where such failure to be in good standing or have such organizational power and authority would not have a material adverse effect on the ability of OpenMail to enter into this Agreement or consummate the transactions contemplated hereby. The copies of the organizational documents of OpenMail, as in effect on the date hereof and made available to Trebia and S1 Holdco are in all material respects (i) true, correct and complete and (ii) in full force and effect. OpenMail has the requisite organizational power and authority to own, operate and lease all of its properties, rights and assets and to carry on its business as it is now being conducted and is duly licensed or qualified and in good standing as a foreign entity in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified, except where failure to be so licensed or qualified would not reasonably be expected to, individually or in the aggregate, have a Seller Material Adverse Effect. OpenMail is not in violation of any of the provisions of its organizational documents.

(b)                Due Authorization. OpenMail has the requisite organizational power and authority to execute and deliver this Agreement and each Transaction Agreement to which it is a party and to perform all obligations to be performed by it hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the transactions contemplated hereby and thereby has been duly authorized by the manager of OpenMail, no other organizational action or proceeding on the part of OpenMail (including any equityholders thereof) is necessary to authorize or adopt this Agreement or such Transaction Agreements or to approve the Transactions and the consummation thereof. This Agreement has been, and each such Transaction Agreement will (when executed and delivered) be, duly and validly executed and delivered by OpenMail and, assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement will constitute, a valid and binding obligation of OpenMail, enforceable against OpenMail in accordance with its terms, subject to the Enforceability Exceptions.

(c)                No Conflict. Subject to the receipt of the consents, approvals, authorizations and other requirements set forth in Section 8.01(d), the execution, delivery and performance of this Agreement and each Transaction Agreement to which OpenMail is party by OpenMail and the consummation of the transactions contemplated hereby and thereby do not and will not (a) conflict with or violate any provision of, or result in the breach of or default under, the certificate of formation or other organizational or governing documents of OpenMail, (b) violate any provision of, or result in the breach of or default by OpenMail under, or require any filing, registration or qualification under, any applicable Law, (c) require any consent, waiver or other action by any Person under, violate, or result in a breach of, constitute a default under, result in the acceleration, cancellation, termination or modification of, or create in any party the right to accelerate, terminate, cancel or modify, any Contract, (d) result in the creation of any Lien upon any of the properties, rights or assets of OpenMail, (e) constitute an event which, after notice or lapse of time or both, would result in any such violation, breach, termination, acceleration, modification, cancellation or creation of a Lien or (f) result in a violation or revocation of any license, permit or approval from any Governmental Authority or other Person, except, (i) in the case of clause (b) above, for such violations, breaches or defaults that would not, individually or in the aggregate, be material to OpenMail, and (ii) in the case of clauses (c), (d), (e) and (f) above, for such violations, conflicts, breaches, defaults or failures to act which would not, individually or in the aggregate, reasonably be expected to have Seller Material Adverse Effect with respect to OpenMail.

(d)                Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of Trebia, S1 Holdco, OpenMail and Protected contained in this Agreement, no Governmental Filing is required on the part of OpenMail with respect to such Person’s execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, except for (a) applicable requirements of the HSR Act and any other applicable Antitrust Laws or applicable Foreign Investment Laws, (b) any actions, consents, approvals, permits or authorizations, designations, declarations or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to be material to OpenMail and (c) as otherwise disclosed on Section 5.05 of the Disclosure Schedules.

(e)                Title to OpenMail S1 Units.

(i)                 OpenMail has good and valid title to the OpenMail S1 Units. OpenMail owns the OpenMail S1 Units free and clear of all Liens (other than the restrictions under applicable Securities Laws and Permitted Liens). As of the date hereof, the OpenMail S1 Units comprise 48% of the issued and outstanding equity interests of S1 Holdco (excluding, for avoidance of doubt, any Value Creation Units). Except as set forth in S1 Holdco’s organizational documents, the S1 Holdco Operating Agreement and in this Agreement, the OpenMail S1 Units are not subject to any shareholder agreement, investor rights agreement, registration rights agreement, voting agreement or trust, proxy or other Contract restricting or otherwise relating to the voting, dividend rights or disposition of such OpenMail S1 Units.

(ii)               Upon the transfer and delivery by such OpenMail of its New S1 Holdco Class B Units at the Closing, Trebia will receive good and valid title to such New S1 Holdco Class B Units, free and clear of all Liens (other than the restrictions under applicable Securities Laws and Permitted Liens), and such New S1 Holdco Class B Units shall not be subject to any voting or transfer restrictions (other than restrictions generally imposed on securities under U.S. federal, state or foreign securities Laws).

(f)                 Litigation and Proceedings. Except for Actions under any Tax Law (as to which certain representations and warranties are made pursuant to Section 5.15), as of the date of this Agreement, there are no pending or, to the knowledge of OpenMail, threatened in writing Actions against OpenMail or any of their respective properties, rights or assets, except for such Actions that would not reasonably be expected to be material to OpenMail or have a material adverse effect on the ability of OpenMail to enter into and perform its respective obligations under this Agreement or any Transaction Agreement to which OpenMail is a party. There is no Governmental Order imposed upon or, to the knowledge of OpenMail, threatened in writing against OpenMail or any of their respective properties, rights or assets that would, individually or in the aggregate, reasonably be expected to be material to OpenMail. There is no unsatisfied judgment or any open injunction binding upon OpenMail which would, individually or in the aggregate, reasonably be expected to be material to OpenMail.

(g)                Brokers’ Fees. Except for fees described on Section 8.02(g) of the Disclosure Schedules, no broker, finder, financial advisor, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other similar fee, commission or other similar payment in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of any OpenMail or any of their respective Subsidiaries or any of its Affiliates.

(h)                Related Party Transactions. Except for the Contracts set forth on Section 8.02(h) of the Disclosure Schedules and Contracts between S1 Holdco and any System1 Subsidiary or between Protected and any Protected Subsidiary, there are no Contracts or other arrangements or transactions, including any outstanding Indebtedness, between any CSC Blocker, S1 Holdco, any System1 Subsidiary, Protected or any Protected Subsidiary, on the one hand, and any Affiliate, officer or director of OpenMail or, to OpenMail’s knowledge, any Affiliate of any of them, on the other hand.

(i)                 Proxy Statement / Prospectus. Subject to Section 9.04(a) and Section 10.04(b), none of the information relating to OpenMail supplied or to be supplied by OpenMail, or by any other Person acting on behalf of OpenMail, in writing specifically for inclusion in the Proxy Statement / Prospectus will, as of the date the Proxy Statement / Prospectus (or any amendment or supplement thereto) is first mailed to Trebia’s stockholders, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that OpenMail makes no representations or warranties as to the information contained in or omitted from the Proxy Statement / Prospectus (a) that is modified in any material respect by Trebia or any of its Affiliates or Representatives without OpenMail’s prior written approval which is misleading by virtue of such modification or (b) in reliance upon and in conformity with information furnished in writing by or on behalf of Trebia or any of its Affiliates specifically for inclusion in the Proxy Statement / Prospectus which is misleading by virtue of such reliance and conformity. All financial projections with respect to any member of OpenMail that were delivered by or on behalf of its Representatives were prepared in good faith using assumptions that OpenMail believes to be reasonable.

Section 8.03.          Representations and Warranties of Redeemed OM Members. Each Redeemed OM Member hereby severally, and not jointly, solely with respect to itself and not any other Person, represents and warrants to Trebia, System1 and Protected as follows:

(a)                Organization. Such Redeemed OM Member (if an entity) has been duly organized, is validly existing and is in good standing under the laws of its jurisdiction of formation or organization and has all requisite power and authority to own, operate and lease its properties, rights and assets and to conduct its business as it is now being conducted, except where such failure to be in good standing or have such organizational power and authority would not have a material adverse effect on the ability of such Redeemed OM Member to enter into this Agreement or consummate the transactions contemplated hereby. Such Redeemed OM Member has the requisite power and authority to own, operate and lease all of its properties, rights and assets and to carry on its business as it is now being conducted and is duly licensed or qualified and in good standing as a foreign entity in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified, except where failure to be so licensed or qualified would not reasonably be expected to, individually or in the aggregate, have a Seller Material Adverse Effect. Such Redeemed OM Member (if an entity) is not in violation of any of the provisions of its organizational documents.

(b)                Due Authorization. Such Redeemed OM Member has the requisite power and authority to execute and deliver this Agreement and each Transaction Agreement to which it is a party and to perform all obligations to be performed by it hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the transactions contemplated hereby and thereby has been duly authorized by such Redeemed OM Members, and no other action or proceeding on the part of such Redeemed OM Member is necessary to authorize or adopt this Agreement or such Transaction Agreements or to approve the Transactions and the consummation thereof. This Agreement has been, and each such Transaction Agreement will (when executed and delivered) be, duly and validly executed and delivered by such Redeemed OM Member and, assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement will constitute, a valid and binding obligation of such Redeemed OM Member, enforceable against such Redeemed OM Member in accordance with its terms, subject to the Enforceability Exceptions.

(c)                No Conflict. Subject to the receipt of the consents, approvals, authorizations and other requirements set forth in Section 8.01(d), the execution, delivery and performance of this Agreement and each Transaction Agreement to which such Redeemed OM Member is party by such Redeemed OM Member and the consummation of the transactions contemplated hereby and thereby do not and will not (a) if such Redeemed OM Member is an entity, conflict with or violate any provision of, or result in the breach of or default under, the certificate of formation or other organizational or governing documents of such Redeemed OM Member, (b) violate any provision of, or result in the breach of or default by such Redeemed OM Member under, or require any filing, registration or qualification under, any applicable Law, (c) require any consent, waiver or other action by any Person under, violate, or result in a breach of, constitute a default under, result in the acceleration, cancellation, termination or modification of, or create in any party the right to accelerate, terminate, cancel or modify, any Contract, (d) result in the creation of any Lien upon any of the properties, rights or assets of such Redeemed OM Member, (e) constitute an event which, after notice or lapse of time or both, would result in any such violation, breach, termination, acceleration, modification, cancellation or creation of a Lien or (f) result in a violation or revocation of any license, permit or approval from any Governmental Authority or other Person, except, (i) in the case of clause (b) above, for such violations, breaches or defaults that would not, individually or in the aggregate, be material to such Redeemed OM Member, and (ii) in the case of clauses (c), (d), (e) and (f) above, for such violations, conflicts, breaches, defaults or failures to act which would not, individually or in the aggregate, reasonably be expected to have Seller Material Adverse Effect with respect to such Redeemed OM Member.

(d)                Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of Trebia, S1 Holdco, OpenMail and Protected contained in this Agreement, no Governmental Filing is required on the part of such Redeemed OM Member with respect to such Redeemed OM Member’s execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, except for (a) applicable requirements of the HSR Act and any other applicable Antitrust Laws or applicable Foreign Investment Laws, (b) any actions, consents, approvals, permits or authorizations, designations, declarations or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to be material to such Redeemed OM Member and (c) as otherwise disclosed on Section 5.05 of the Disclosure Schedules.

(e)                Title to Redeemed OM Members S1 Units. (i)Such Redeemed OM Member has good and valid title to such Redeemed OM Member’s Redeemed OM Members S1 Units. Such Redeemed OM Member owns such Redeemed OM Members S1 Units free and clear of all Liens (other than the restrictions under applicable Securities Laws and Permitted Liens). Except as set forth in S1 Holdco’s organizational documents, the S1 Holdco Operating Agreement and in this Agreement, such Redeemed OM Members S1 Units are not subject to any shareholder agreement, investor rights agreement, registration rights agreement, voting agreement or trust, proxy or other Contract restricting or otherwise relating to the voting, dividend rights or disposition of such Redeemed OM Members S1 Units.

(ii)               Upon the transfer and delivery by such Redeemed OM Member of such Redeemed OM Members S1 Units at the Closing, Trebia will receive good and valid title to such Redeemed OM Members S1 Units, free and clear of all Liens (other than the restrictions under applicable Securities Laws and Permitted Liens), and such Redeemed OM Members S1 Units shall not be subject to any voting or transfer restrictions (other than restrictions generally imposed on securities under U.S. federal, state or foreign securities Laws).

(f)                 Litigation and Proceedings. Except for Actions under any Tax Law (as to which certain representations and warranties are made pursuant to Section 5.15), as of the date of this Agreement, there are no pending or, to the knowledge of such Redeemed OM Member, threatened in writing Actions against such Redeemed OM Member or any of their respective properties, rights or assets, except for such Actions that would not reasonably be expected to be material to such Redeemed OM Member or have a material adverse effect on the ability of such Redeemed OM Member to enter into and perform its respective obligations under this Agreement or any Transaction Agreement to which such Redeemed OM Member is a party. There is no Governmental Order imposed upon or, to the knowledge of such Redeemed OM Member, threatened in writing against such Redeemed OM Member or any of their respective properties, rights or assets that would, individually or in the aggregate, reasonably be expected to be material to such Redeemed OM Member. There is no unsatisfied judgment or any open injunction binding upon such Redeemed OM Member which would, individually or in the aggregate, reasonably be expected to be material to such Redeemed OM Member.

(g)                Brokers’ Fees. Except for fees described on Section 8.02(g) of the Disclosure Schedules, no broker, finder, financial advisor, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other similar fee, commission or other similar payment in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of such Redeemed OM Member or any of their respective Subsidiaries or any of its Affiliates.

(h)                Related Party Transactions. Except for the Contracts set forth on Section 8.03(h) of the Disclosure Schedules and Contracts between S1 Holdco and any System1 Subsidiary or between Protected and any Protected Subsidiary, there are no Contracts or other arrangements or transactions, including any outstanding Indebtedness, between any CSC Blocker, S1 Holdco, any System1 Subsidiary, Protected or any Protected Subsidiary, on the one hand, and any Affiliate, officer or director of such Redeemed OM Member or, to such Redeemed OM Member’s knowledge, any Affiliate of any of them, on the other hand.

(i)                 Proxy Statement / Prospectus. Subject to Section 9.04(a) and Section 10.04(b), none of the information relating to such Redeemed OM Member supplied or to be supplied by such Redeemed OM Member, or by any other Person acting on behalf of such Redeemed OM Member, in writing specifically for inclusion in the Proxy Statement / Prospectus will, as of the date the Proxy Statement / Prospectus (or any amendment or supplement thereto) is first mailed to Trebia’s stockholders, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no Redeemed OM Member makes any representations or warranties as to the information contained in or omitted from the Proxy Statement / Prospectus (a) that is modified in any material respect by Trebia or any of its Affiliates or Representatives without such Redeemed OM Member’s prior written approval which is misleading by virtue of such modification or (b) in reliance upon and in conformity with information furnished in writing by or on behalf of Trebia or any of its Affiliates specifically for inclusion in the Proxy Statement / Prospectus which is misleading by virtue of such reliance and conformity. All financial projections with respect to any Redeemed OM Member that were delivered by or on behalf of such Redeemed OM Member or their respective Representatives were prepared in good faith using assumptions that such Redeemed OM Member believes to be reasonable.

(j)                 Accredited Investor. Each Redeemed OM Member is an “accredited investor” within the meaning of SEC Rule 501 of Regulation D, as presently in effect, under the Securities Act. Such Redeemed OM Member (i) has such knowledge and experience in financial and business matters that such Redeemed OM Member is capable of evaluating the merits and risks (including for tax, legal, regulatory, accounting and other financial purposes) of its prospective investment in the shares of New S1 Holdco Class B Units or the investment for the accounts of such other persons, (ii) is financially able to bear such risk, (iii) in making such investment is doing so with a full understanding of all of the terms, conditions and risks of such an investment and willingly assume those terms, conditions and risks and is not relying on the advice or recommendations of any Party or any Affiliate thereof or on the advice or recommendations of, or any representations by, any Party or any Affiliate thereof (or any agent, advisor or Representative of any of the foregoing), and represents that none of such parties is acting as a fiduciary or financial or investment advisor for such Redeemed OM Member, (iv) confirms and agrees that none of the Parties nor any of their Affiliates (nor any agent, advisor or representative of any of the foregoing) has given any investment advice or rendered any opinion to any Redeemed OM Member as to whether an investment in the shares of New S1 Holdco Class B Units is prudent or suitable and that none of the Parties nor any of their Affiliates (nor any agent, advisor or Representative of any of the foregoing) have any responsibility with respect to any information or materials (or the completeness of any such information or materials) furnished to such Redeemed OM Member in connection with the investment in the shares of New S1 Holdco Class B Units, (v) has determined that an investment in the shares of New S1 Holdco Class B Units is suitable and appropriate for it, and (vi) understands that no federal or state agency has passed upon the merits or risks of an investment in the shares of New S1 Holdco Class B Units or made any finding or determination concerning the fairness or advisability of such investment. Such Redeemed OM Member further understands that any investment in the shares of New S1 Holdco Class B Units involves a high degree of risk, including the risk of loss of all or a substantial part of its investment under certain circumstances, and that the shares of New S1 Holdco Class B Units are, therefore, a speculative investment.

Section 8.04.          Representations and Warranties of Protected Rollover Parties. Each Protected Rollover Party hereby severally, and not jointly, solely with respect to itself and not any other Person, represents and warrants to Trebia, System1 and Protected as follows:

(a)                Organization. Such Protected Rollover Party (if an entity) has been duly organized, is validly existing and is in good standing under the laws of its jurisdiction of formation or organization and has all requisite power and authority to own, operate and lease its properties, rights and assets and to conduct its business as it is now being conducted, except where such failure to be in good standing or have such power and authority would not have a material adverse effect on the ability of such Protected Rollover Party to enter into this Agreement or consummate the transactions contemplated hereby. Such Protected Rollover Party has the requisite organizational power and authority to own, operate and lease all of its properties, rights and assets and to carry on its business as it is now being conducted and is duly licensed or qualified and in good standing as a foreign entity in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified, except where failure to be so licensed or qualified would not reasonably be expected to, individually or in the aggregate, have a Seller Material Adverse Effect. Such Protected Rollover Party (if an entity) is not in violation of any of the provisions of its organizational documents.

(b)                Due Authorization. Such Protected Rollover Party has the requisite power and authority to execute and deliver this Agreement and each Transaction Agreement to which it is a party and to perform all obligations to be performed by it hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the transactions contemplated hereby and thereby has been duly authorized by such Protected Rollover Party, and no other action or proceeding on the part of such Protected Rollover Party is necessary to authorize or adopt this Agreement or such Transaction Agreements or to approve the Transactions and the consummation thereof. This Agreement has been, and each such Transaction Agreement will (when executed and delivered) be, duly and validly executed and delivered by such Protected Rollover Party and, assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement will constitute, a valid and binding obligation of such Protected Rollover Party, enforceable against such Protected Rollover Party in accordance with its terms, subject to the Enforceability Exceptions.

(c)                No Conflict. Subject to the receipt of the consents, approvals, authorizations and other requirements set forth in Section 8.01(d), the execution, delivery and performance of this Agreement and each Transaction Agreement to which such Protected Rollover Party is party by such Protected Rollover Party and the consummation of the transactions contemplated hereby and thereby do not and will not (a) if such Protected Rollover Party is an entity, conflict with or violate any provision of, or result in the breach of or default under, the certificate of formation or other organizational or governing documents of such Protected Rollover Party, (b) violate any provision of, or result in the breach of or default by such Protected Rollover Party under, or require any filing, registration or qualification under, any applicable Law, (c) require any consent, waiver or other action by any Person under, violate, or result in a breach of, constitute a default under, result in the acceleration, cancellation, termination or modification of, or create in any party the right to accelerate, terminate, cancel or modify, any Contract, (d) result in the creation of any Lien upon any of the properties, rights or assets of such Protected Rollover Party, (e) constitute an event which, after notice or lapse of time or both, would result in any such violation, breach, termination, acceleration, modification, cancellation or creation of a Lien or (f) result in a violation or revocation of any license, permit or approval from any Governmental Authority or other Person, except, (i) in the case of clause (b) above, for such violations, breaches or defaults that would not, individually or in the aggregate, be material to such Protected Rollover Party, and (ii) in the case of clauses (c), (d), (e) and (f) above, for such violations, conflicts, breaches, defaults or failures to act which would not, individually or in the aggregate, reasonably be expected to have Seller Material Adverse Effect with respect to such Protected Rollover Party.

(d)                Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of Trebia, S1 Holdco, OpenMail and Protected contained in this Agreement, no Governmental Filing is required on the part of such Protected Rollover Party with respect to such Protected Rollover Party’s execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, except for (a) applicable requirements of the HSR Act and any other applicable Antitrust Laws or applicable Foreign Investment Laws, (b) any actions, consents, approvals, permits or authorizations, designations, declarations or filings, the absence of which would not, individually or in the aggregate, reasonably be expected to be material to such Protected Rollover Party and (c) as otherwise disclosed on Section 5.05 of the Disclosure Schedules.

(e)                Title to Protected Rollover Shares.

(i)                 Such Protected Rollover Party has good and valid title to such Protected Rollover Party’s Protected Rollover Shares. Such Protected Rollover Party owns such Protected Rollover Shares free and clear of all Liens (other than the restrictions under applicable Securities Laws and Permitted Liens). Except as set forth in Protected’s organizational documents and in this Agreement, such Protected Rollover Shares are not subject to any shareholder agreement, investor rights agreement, registration rights agreement, voting agreement or trust, proxy or other Contract restricting or otherwise relating to the voting, dividend rights or disposition of such Protected Rollover Shares.

(ii)               Upon the transfer and delivery by such Protected Rollover Party of such Protected Rollover Shares at the Closing, Trebia will receive good and valid title to such Protected Rollover Shares, free and clear of all Liens (other than the restrictions under applicable Securities Laws and Permitted Liens), and such Protected Rollover Shares shall not be subject to any voting or transfer restrictions (other than restrictions generally imposed on securities under U.S. federal, state or foreign securities Laws).

(f)                 Litigation and Proceedings. Except for Actions under any Tax Law (as to which certain representations and warranties are made pursuant to Section 5.15), as of the date of this Agreement, there are no pending or, to the knowledge of such Protected Rollover Party, threatened in writing Actions against such Protected Rollover Party or any of their respective properties, rights or assets, except for such Actions that would not reasonably be expected to be material to such Protected Rollover Party or have a material adverse effect on the ability of such Protected Rollover Party to enter into and perform its respective obligations under this Agreement or any Transaction Agreement to which such Protected Rollover Party is a party. There is no Governmental Order imposed upon or, to the knowledge of such Protected Rollover Party, threatened in writing against such Protected Rollover Party or any of their respective properties, rights or assets that would, individually or in the aggregate, reasonably be expected to be material to such Protected Rollover Party. There is no unsatisfied judgment or any open injunction binding upon Protected Rollover Party which would, individually or in the aggregate, reasonably be expected to be material to such Protected Rollover Party.

(g)                Brokers’ Fees. Except for fees described on Section 8.02(g) of the Disclosure Schedules, no broker, finder, financial advisor, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other similar fee, commission or other similar payment in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of such Protected Rollover Party or any of their respective Subsidiaries or any of its Affiliates.

(h)                Related Party Transactions. Except for the Contracts set forth on Section 8.04(h) of the Disclosure Schedules and Contracts between S1 Holdco and any System1 Subsidiary or between Protected and any Protected Subsidiary, there are no Contracts or other arrangements or transactions, including any outstanding Indebtedness, between any CSC Blocker, S1 Holdco, any System1 Subsidiary, Protected or any Protected Subsidiary, on the one hand, and any Affiliate, officer or director of such Protected Rollover Party or, to such Protected Rollover Party’s knowledge, any Affiliate of any of them, on the other hand.

(i)                 Proxy Statement / Prospectus. Subject to Section 9.04(a) and Section 10.04(b), none of the information relating to such Protected Rollover Party supplied or to be supplied by such Protected Rollover Party, or by any other Person acting on behalf of such Protected Rollover Party, in writing specifically for inclusion in the Proxy Statement / Prospectus will, as of the date the Proxy Statement / Prospectus (or any amendment or supplement thereto) is first mailed to Trebia’s stockholders, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no Protected Rollover Party makes any representations or warranties as to the information contained in or omitted from the Proxy Statement / Prospectus (a) that is modified in any material respect by Trebia or any of its Affiliates or Representatives without such Protected Rollover Party’s prior written approval which is misleading by virtue of such modification or (b) in reliance upon and in conformity with information furnished in writing by or on behalf of Trebia or any of its Affiliates specifically for inclusion in the Proxy Statement / Prospectus which is misleading by virtue of such reliance and conformity. All financial projections with respect to any member of a Protected Rollover Party that were delivered by or on behalf of such parties or their respective Representatives were prepared in good faith using assumptions that such Protected Rollover Party believes to be reasonable.

(j)                 Accredited Investor. Each Protected Rollover Party is an “accredited investor” within the meaning of SEC Rule 501 of Regulation D, as presently in effect, under the Securities Act. Such Protected Rollover Party (i) has such knowledge and experience in financial and business matters that such Protected Rollover Party is capable of evaluating the merits and risks (including for tax, legal, regulatory, accounting and other financial purposes) of its prospective investment in the shares of Trebia Class A Common Stock or the investment for the accounts of such other persons, (ii) is financially able to bear such risk, (iii) in making such investment is doing so with a full understanding of all of the terms, conditions and risks of such an investment and willingly assume those terms, conditions and risks and is not relying on the advice or recommendations of any Party or any Affiliate thereof or on the advice or recommendations of, or any representations by, any Party or any Affiliate thereof (or any agent, advisor or Representative of any of the foregoing), and represents that none of such parties is acting as a fiduciary or financial or investment advisor for such Protected Rollover Party, (iv) confirms and agrees that none of the Parties nor any of their Affiliates (nor any agent, advisor or representative of any of the foregoing) has given any investment advice or rendered any opinion to any Protected Rollover Party as to whether an investment in the shares of Trebia Class A Common Stock is prudent or suitable and that none of the Parties nor any of their Affiliates (nor any agent, advisor or Representative of any of the foregoing) have any responsibility with respect to any information or materials (or the completeness of any such information or materials) furnished to such Protected Rollover Party in connection with the investment in the shares of Trebia Class A Common Stock, (v) has determined that an investment in the shares of Trebia Class A Common Stock is suitable and appropriate for it, and (vi) understands that no federal or state agency has passed upon the merits or risks of an investment in the shares of Trebia Class A Common Stock or made any finding or determination concerning the fairness or advisability of such investment. Such Protected Rollover Party further understands that any investment in the shares of Trebia Class A Common Stock involves a high degree of risk, including the risk of loss of all or a substantial part of its investment under certain circumstances, and that the shares of Trebia Class A Common Stock are, therefore, a speculative investment.

Article IX
Covenants of S1 Holdco, the CSC Blockers and Openmail

Section 9.01.          Conduct of Business. From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms (the “Interim Period”), S1 Holdco and the CSC Blockers shall, and S1 Holdco and the CSC Blockers shall cause their respective Subsidiaries to, except as contemplated or permitted by this Agreement or the other Transaction Agreements (including consummation of the Blocker Pre-Closing Reorganization), set forth on Section 9.01 of the Disclosure Schedules or consented to by Trebia (which consent shall not be unreasonably conditioned, withheld, delayed or denied), use its commercially reasonable efforts to operate its business in the ordinary course of business (including, for the avoidance of doubt, recent past practice in light of COVID-19; provided that, any action taken, or omitted to be taken that relates to, or arises out of, COVID-19 shall be deemed to be in the ordinary course of business); provided that, any action taken, or omitted to be taken, by S1 Holdco or the System1 Subsidiaries or the CSC Blockers, that relates to, or arises out of, any COVID-19 Measures shall be deemed to be in the ordinary course of business of S1 Holdco and the System1 Subsidiaries and the CSC Blockers; and provided further that the CSC Blockers shall be permitted to use or distribute all of their respective cash. Notwithstanding anything to the contrary contained herein, nothing herein shall prevent S1 Holdco or any of the System1 Subsidiaries or the CSC Blockers from taking or failing to take any action in response to COVID-19 or any COVID-19 Measures, including the establishment of any policy, procedure or protocol, and (x) no such actions or failure to take such actions shall be deemed to violate or breach this Agreement in any way, (y) all such actions or failure to take such actions shall be deemed to constitute an action taken in the ordinary course of business and (z) no such actions or failure to take such actions shall serve as a basis for Trebia to terminate this Agreement or assert that any of the conditions to the Closing contained herein have not been satisfied; provided, that, to the extent practicable, prior to taking any such actions in response to COVID-19 or any COVID-19 Measures, S1 Holdco or the CSC Blockers, as the case may be shall use good faith efforts to provide written notice to Trebia and consult with Trebia on such actions or, if not practicable, shall provide written notice reasonably promptly thereafter. Without limiting the generality of the foregoing, except as contemplated or permitted by this Agreement or the other Transaction Agreements, as set forth on Section 9.01 of the Disclosure Schedules, actions with respect to the Blocker Pre-Closing Reorganization in accordance with Section 2.02, the usage or distribution of cash by the CSC Blockers, as consented to by Trebia (which consent shall not be unreasonably conditioned, withheld, delayed or denied), or as required by Law, S1 Holdco and each CSC Blocker shall not, and S1 Holdco shall cause the System1 Subsidiaries not to, during the Interim Period, except as otherwise contemplated by this Agreement:

(a)                change or amend its certificate of formation, limited liability company agreement, certificate of incorporation, bylaws or other organizational documents, except as otherwise required by Law;

(b)                make, declare, set aside, establish a record date for or pay any dividend or distribution, other than (i) any dividends or distributions from any wholly owned Subsidiary of S1 Holdco to S1 Holdco or any other wholly owned Subsidiaries of S1 Holdco, (ii) any tax distribution made pursuant to and in accordance with S1 Holdco organizational documents (iii) any dividends or distributions (including by redemption) of cash by the CSC Blockers, or (iv) any dividend or distribution made in the ordinary course of business not to exceed $400,000 in the aggregate in any calendar quarter;

(c)                (i) issue, deliver, sell, transfer, pledge, dispose of or place any Lien (other than a Permitted Lien) on any shares of capital stock or any other equity or voting securities of, or membership or ownership interests in, S1 Holdco or any of the System1 Subsidiaries or any CSC Blocker or (ii) issue or grant any options, warrants, restricted stock units, performance stock units or other rights to purchase or obtain any shares of capital stock or any other equity, equity-based or voting securities of or ownership interests in S1 Holdco or any of the System1 Subsidiaries or any CSC Blocker, or convertible into or exercisable or exchangeable for such securities or interests;

(d)                sell, assign, transfer, convey, lease, license, abandon, allow to lapse or expire, subject to or grant any Lien (other than Permitted Liens) on, or otherwise dispose of, any assets, rights or properties, in each case that are material to S1 Holdco and the System1 Subsidiaries, taken as a whole (but including any equity or ownership interests), and in each case other than S1 Holdco and the System1 Subsidiaries granting non-exclusive licenses to customers, the sale or license of Software, goods and services to customers, or the sale or other disposition of assets, rights, or properties deemed by S1 Holdco in its reasonable business judgment to be obsolete or no longer be material to the business of S1 Holdco and the System1 Subsidiaries, in each such case, in the ordinary course of business;

(e)                (i) cancel or compromise any claim or Indebtedness owed to S1 Holdco or the System1 Subsidiaries, or (ii) settle any pending or threatened Action, with respect to S1 Holdco or the System1 Subsidiaries (A) if such settlement would require payment by S1 Holdco or the System1 Subsidiaries in an amount greater than $1,000,000, (B) to the extent such settlement includes an agreement to accept or concede injunctive relief, or (C) to the extent such settlement involves a Governmental Authority or alleged criminal wrongdoing;

(f)                 directly or indirectly acquire, by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by purchasing all of or a substantial equity or ownership interest in, or by any other manner, any business or any corporation, partnership, limited liability company, joint venture, association or other entity or Person or division thereof, other than, with respect to S1 Holdco and the System1 Subsidiaries, any such acquisitions that, individually or in the aggregate, do not exceed $1,000,000;

(g)                make any loans or advance any money or other property to, or make any capital contribution in, any Person, except for (A) advances, prepayments and deposits in the ordinary course of business and (B) intercompany loans, advances or capital contributions among S1 Holdco and the System1 Subsidiaries;

(h)                redeem, purchase or otherwise acquire, any shares of capital stock (or other equity or ownership interests) of S1 Holdco or the System1 Subsidiaries or any CSC Blocker or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable or exercisable for any shares of capital stock (or other equity or ownership interests) of S1 Holdco or the System1 Subsidiaries or any CSC Blocker;

(i)                 adjust, split, combine, subdivide, recapitalize, reclassify or otherwise effect (including by merger) any change in respect of any shares of capital stock or other equity or ownership interests in or securities of S1 Holdco or any CSC Blocker (including any such event that involves the creation of any new classes or series of equity or ownership interests);

(j)                 enter into, renew or amend in any material respect, any transaction or Contract relating to the S1 Holdco Transaction Expenses if such entry, renewal or amendment would result in additional the S1 Holdco Transaction Expenses that, individually or in the aggregate, exceed $1,000,000;

(k)                make any change in its customary accounting principles or methods of accounting materially affecting the reported consolidated assets, Liabilities or results of operations of S1 Holdco or the System1 Subsidiaries or such CSC Blocker, as applicable, other than as may be required by applicable Law, GAAP or regulatory guidelines;

(l)                 adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization (other than the transactions contemplated by this Agreement);

(m)              make, revoke or change any material Tax election, adopt or change any material accounting method with respect to Taxes, file any amended material Tax Return, settle or compromise any material Tax liability, enter into any material closing agreement with respect to any Tax, surrender any right to claim a material refund of Taxes or consent to any extension or waiver of the limitations period applicable to any material Tax claim or assessment;

(n)                change its residence for any Tax purposes;

(o)                directly or indirectly, incur, or modify in any material respect the terms of, or cancel or forgive any Indebtedness, or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person for Indebtedness (other than (i) Indebtedness under any Financing Agreement or capital leases entered into in the ordinary course of business or (ii) Indebtedness that is repaid at Closing);

(p)                except as otherwise required by Law, or the terms of any existing System1 Benefit Plan set forth on Section 5.13(a) of the Disclosure Schedules (i) establish or promise any severance or termination benefits or payments to any System1 Employee, other than in the ordinary course of business with respect to System1 Employees with an annual base salary equal to or less than $150,000 (“Non-Management Employees”), (ii) make any grant of any cash retention payment to any System1 Employee, except in connection with the hiring (to the extent permitted by clause (iii) of this paragraph) of any employee or promotion of any Non-Management Employee, (iii) except in the ordinary course of business, hire, or terminate the employment (other than for cause) of, any System1 Employee who is not a Non-Management Employee, (iv) except in the ordinary course of business, establish, adopt, enter into, amend in any material respect or terminate any System1 Benefit Plan or any plan, agreement, program, policy, trust, fund or other arrangement that would be a System1 Benefit Plan if it were in existence as of the date of this Agreement (except to the extent permitted to be established, adopted, entered into or amended in accordance with Section 9.01(p)(i)), (v) increase or make a commitment to increase the compensation payable to any System1 Employee (other than in the ordinary course of business for Non-Management Employees) or (vi) take any action to accelerate the vesting or payment of, or otherwise fund or secure the payment of, any compensation or benefits under any System1 Benefit Plan;

(q)                voluntarily fail to maintain in full force and effect material insurance policies covering S1 Holdco and the System1 Subsidiaries or such CSC Blocker and their respective properties, assets and businesses in a form and amount consistent with past practices;

(r)                 enter into, modify or amend any transaction with any Person that, to the knowledge of S1 Holdco, is an Affiliate of S1 Holdco or any of its directors, officers or employees (excluding (i) transactions solely between or among S1 Holdco and/or the System1 Subsidiaries, (ii) ordinary course payments of annual compensation, provision of benefits or reimbursement of expenses in respect of members or stockholders who are System1 Employees, (iii) commercial transactions between S1 Holdco or the System1 Subsidiaries and any portfolio companies of any such Persons in the ordinary course of business) and (iv) any dividends or distributions (including by redemption or repurchase) of cash by the CSC Blockers;

(s)                 subject to Section 12.01(g), enter into any agreement that materially restricts the ability of S1 Holdco or the System1 Subsidiaries or any CSC Blocker to engage or compete in any material line of business or in any geographic territory or enter into a new line of business that is material to S1 Holdco or the System1 Subsidiaries, taken as a whole; or

(t)                 enter into any agreement, or otherwise become obligated, to do any action prohibited under this Section 9.01.

Section 9.02.          System1 Inspection. Subject to confidentiality obligations and similar restrictions that may be applicable to information furnished to S1 Holdco, the CSC Blockers or any of their respective Subsidiaries by third parties that may be in S1 Holdco’s, such CSC Blockers or their respective Subsidiaries’ possession from time to time, and except for any information which (x) relates to interactions with prospective buyers of S1 Holdco or the System1 Subsidiaries or the negotiation of this Agreement or the Transactions, (y) is prohibited from being disclosed by applicable Law or (z) in the opinion of legal counsel of S1 Holdco or the CSC Blockers, as applicable, would result in the loss of attorney-client privilege or other privilege from disclosure, S1 Holdco and the CSC Blockers shall, and S1 Holdco shall cause the System1 Subsidiaries to, afford to Trebia and its Representatives reasonable access during the Interim Period, during normal business hours and with reasonable advance notice, in such manner as to not interfere with the normal operation of S1 Holdco and the System1 Subsidiaries and so long as reasonably feasible or permissible under applicable Law, to their respective properties, books, Contracts, commitments, Tax Returns, records and appropriate officers and employees of the CSC Blockers or S1 Holdco and the System1 Subsidiaries, as applicable, in each case, as Trebia and its Representatives may reasonably request solely for purposes of consummating the Transactions; provided, however, that neither Trebia nor its Representatives shall be permitted to perform any environmental sampling at any Leased Real Property of S1 Holdco or any System1 Subsidiary, including sampling of soil, groundwater, surface water, building materials, or air or wastewater emissions. The Parties shall use commercially reasonable efforts to make alternative arrangements for such disclosure where the restrictions in the preceding sentence apply. Any request pursuant to this Section 9.02 shall be made in a time and manner so as not to delay the Closing. All information obtained by Trebia and its Representatives under this Agreement shall be subject to the Confidentiality Agreement prior to the Closing.

Section 9.03.          No Claim Against the Trust Account. Each of S1 Holdco, the CSC Blockers and OpenMail acknowledges that it has read Trebia’s final prospectus, dated June 18, 2020 and other SEC Reports, the Trebia Organizational Documents, and the Trust Agreement and understands that Trebia has established the Trust Account described therein for the benefit of Trebia’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreement. Each of S1 Holdco, the CSC Blockers and OpenMail further acknowledge that, if the transactions contemplated by this Agreement, or, in the event of termination of this Agreement, another Business Combination, are not consummated by June 19, 2022 or such later date as approved by the stockholders of Trebia to complete a Business Combination, Trebia will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, each of S1 Holdco, the CSC Blockers and OpenMail hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account or to collect from the Trust Account any monies that may be owed to them by Trebia or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever; provided, that nothing herein shall serve to limit or prohibit S1 Holdco, the CSC Blockers, OpenMail or the equityholders’ of S1 Holdco, the CSC Blockers or OpenMail’s right to pursue a claim against Trebia or any of its Affiliates for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than as contemplated by this Agreement) or pursuant to Section 15.13 for specific performance or other injunctive relief. This Section 9.03 shall survive the termination of this Agreement for any reason.

Section 9.04.          Proxy Statement / Prospectus; Other Actions.

(a)                S1 Holdco, the CSC Blockers and OpenMail shall be available to, and S1 Holdco, the CSC Blockers and OpenMail and their respective Subsidiaries shall use reasonable best efforts to make their officers and employees available to, in each case, during normal business hours and upon reasonable advanced notice, Trebia and its counsel in connection with (i) the drafting of the Proxy Statement / Prospectus and (ii) responding in a timely manner to comments on the Proxy Statement / Prospectus from the SEC. Without limiting the generality of the foregoing, S1 Holdco, the CSC Blockers and OpenMail shall reasonably cooperate with Trebia in connection with the preparation for inclusion in the Proxy Statement / Prospectus of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC).

(b)                From and after the date on which the Proxy Statement / Prospectus is mailed to Trebia’s stockholders, S1 Holdco and the CSC Blockers will give Trebia prompt written notice of any action taken or not taken by S1 Holdco or the System1 Subsidiaries or the CSC Blockers or of any development regarding S1 Holdco or the System1 Subsidiaries or the CSC Blockers, in any such case which is known by S1 Holdco or such CSC Blocker, that would cause the Proxy Statement / Prospectus to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, Trebia and S1 Holdco, and, if applicable, such CSC Blocker shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Statement / Prospectus, such that the Proxy Statement / Prospectus no longer contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, further, however, that no information received by Trebia pursuant to this Section 9.04 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Disclosure Schedules.

Section 9.05.          Termination of Affiliate Transactions. Prior to the Closing, except for this Agreement and any other Transaction Agreements, and except as set forth on Section 9.05 of the Disclosure Schedules, S1 Holdco, the CSC Blockers, Court Square GPs, Blocker Parents, Redeemed OM Members and OpenMail shall take, and cause to be taken, all actions necessary to cause all System1 Related Party Contracts and all Other Related Party Contracts (other than those set forth on Section 8.04(h) of the Disclosure Schedules which shall be subject to Section 10.05) to be terminated as of or prior to the Closing without any further cost or Liability to Trebia or its Subsidiaries following the Closing.

Section 9.06.          Cooperation with Financing.

(a)                Prior to the Closing, S1 Holdco shall, and shall cause each of its Subsidiaries to, provide the financial statements contemplated pursuant to paragraphs 5(a)(i) and (b)(i) of Exhibit C to the Debt Commitment Letter (the “Required S1 Bank Financial Information”) (it being agreed that the financial statements contemplated pursuant to paragraphs 5(a)(i) and (b)(i)(A) of Exhibit C to the Debt Commitment Letter have been provided) and to provide reasonable cooperation to the Trebia Parties as may be reasonably required in connection with the Debt Financing, including:

(i)                 providing to the Trebia Parties from time to time customary financial information regarding S1 Holdco and its Subsidiaries reasonably requested by the Debt Financing Sources and reasonably available to S1 Holdco,

(ii)               providing reasonable assistance with the preparation of appropriate and customary materials for rating agency presentations, lender presentations, bank information memoranda and other customary marketing documents required in connection with the Debt Financing (all such documents and materials, collectively, the “Marketing Documents”); provided that any Marketing Documents shall contain disclosure reflecting S1 Holdco and its applicable Subsidiaries as the obligors effective at and after the Closing,

(iii)             making senior management of S1 Holdco and its Subsidiaries reasonably available for virtual meetings, conference calls and sessions with ratings agencies at mutually agreeable times and upon reasonable notice,

(iv)              cooperating with Debt Financing Sources and their respective advisors in performing their due diligence,

(v)                cooperating with and assisting the Trebia Parties in connection with the preparation of customary pro forma financial statements reflecting the consummation of the relevant transactions contemplated hereby,

(vi)              ensuring that the chief financial officer or similar officers of S1 Holdco executes prior to the Closing (x) customary “authorization” letters in connection with bank information memoranda authorizing the distribution of information with respect to S1 Holdco and its Subsidiaries to prospective lenders, containing a “10b-5 representation” consistent with that set forth in the Debt Commitment Letter and identifying any portion of such information that constitutes material, nonpublic information regarding S1 Holdco and its Subsidiaries, (y) with effect from the Closing Date, a solvency certificate in the form required by the Debt Commitment Letter and (z) the borrowing request contemplated by Section 9.06(h),

(vii)            furnishing to the Trebia Parties and the Debt Financing Sources promptly, and in any event no later than four Business Days prior to the Closing Date (to the extent requested at least nine (9) Business Days prior to the Closing), all customary documentation and other information required by Governmental Authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act of 2001 and beneficial ownership regulations (including beneficial ownership certifications as required under 31 C.F.R. § 1010.230), but in each case, solely as relating to the S1 Holdco and its Subsidiaries to the extent reasonably requested by the Debt Financing Sources,

(viii)          delivering notices of prepayment or redemption within the time periods required by the relevant agreements governing the Company’s existing Borrowed Money Debt, obtaining customary lien terminations and instruments of discharge to be delivered at the Closing, and giving any other necessary notices, to allow for the payoff, discharge and termination in full on the Closing, of all of each of S1 Holdco and its Subsidiaries’ existing Borrowed Money Debt other than any Borrowed Money Debt permitted under this Agreement to remain outstanding after the Closing Date,

(ix)              using commercially reasonable efforts to obtain customary evidence of authority, customary officer’s certificates and customary insurance certificates, in each case, as reasonably requested by the Trebia Parties and/or the Debt Financing Sources; provided, however, that (x) the members of the governing bodies of S1 Holdco and its Subsidiaries who are not remaining in such positions following the Closing shall not be required to take any action in connection with the Debt Financing and (y) no officer of S1 Holdco or its Subsidiaries who is not remaining in such position following the Closing shall be obligated to deliver any certificate in connection with the Debt Financing; and

(x)                assisting in the negotiation, execution and delivery of one or more credit agreements (or joinders thereto), pledge and security documents and other definitive financing documents as may be reasonably requested by the Trebia Parties so long as such agreements, indentures and documents do not become effective prior to the Closing.

(b)                Notwithstanding Section 9.06(a), nothing in this Agreement shall require such cooperation to the extent it would, in the reasonable judgment of S1 Holdco or any Seller, interfere unreasonably with the business or operations of S1 Holdco or any of its Subsidiaries (it being agreed that the actions described in clauses (a)(i) through (a)(xi) do not unreasonably interfere with the business or operations of S1 Holdco or any of its Subsidiaries); provided, that, notwithstanding anything in this Agreement to the contrary, none of S1 Holdco or any of its Subsidiaries shall (i) be required to pay any fees (including commitment or other similar fees) or to give any indemnities or incur any liabilities prior to the Closing, (ii) have any liability or obligation under any loan agreement or any related document or any other agreement or document related to the Debt Financing prior to the Closing (other than the borrowing request contemplated by Section 9.06(h)), (iii)be required to incur any expense or other liability in connection with the Debt Financing prior to the Closing, (iv) be required to deliver any audited financial statements, to the extent not already available to S1 Holdco, (v) be required to deliver or obtain opinions of internal or external counsel, (vi) be required to provide access to or disclose information where S1 Holdco or any Seller determines that such access or disclosure could jeopardize the attorney-client privilege or contravene any Law; provided, S1 Holdco shall provide notice to the Trebia Parties that such information is being withheld pursuant to this clause (vi) and the basis on which such information is being withheld, (vii) be required to waive or amend any terms of this Agreement to which S1 Holdco or its Subsidiaries or any Seller is a party, (viii) except as enumerated in Section 9.06(a), be required to allow any arranger or syndicate lender access to the personnel or facilities of S1 Holdco or any of its Subsidiaries that is greater in scope or frequency than the access afforded to the Trebia Parties under this Agreement, (ix) be required to make any representations in connection with the Debt Financing that are not contingent upon the occurrence of the Closing Date (other than with respect to the “authorization” letter referred to above), (x) be required to be in privity with any arranger, lender or other party to the Debt Financing that is not contingent upon the occurrence of the Closing Date, or (xi) be required to take any corporate action or to enter into any documents, instrument, agreement or certificates prior to the Closing (other than the borrowing request contemplated by Section 9.06(h)).

(c)                S1 Holdco hereby consents to the use of its and its Subsidiaries’ logos in marketing materials for the Debt Financing; provided, however, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage S1 Holdco or any of its Subsidiaries or the reputation or goodwill of S1 Holdco or any of its Subsidiaries. 

(d)                The Trebia Parties shall promptly, upon written request by the Sellers, reimburse the Sellers for any reasonable and documented out-of-pocket expenses (including reasonable attorneys’ fees) incurred by S1 Holdco or any of its Affiliates in connection with the cooperation of S1 Holdco or any of its Subsidiaries contemplated by this Section 9.06.  Each Trebia Party shall indemnify and hold harmless S1 Holdco and its Subsidiaries, and their respective directors, managers, officers, employees and representatives, from and against any and all Liabilities suffered or incurred by them in connection with the arrangement of the Debt Financing and any information utilized in connection therewith, except in the event such Liabilities arose out of or result from (A) any material inaccuracy in any information provided by or on behalf of any S1 Holdco or any of its Subsidiaries or (B) the gross negligence, fraud or willful misconduct or intentional misrepresentation or intentional breach of this Agreement of S1 Holdco or any of its Subsidiaries. 

(e)                All non-public, confidential or other Confidential Information (as defined in the Confidentiality Agreement) obtained by any Trebia Party or any of their respective representatives pursuant to this Section 9.06 or otherwise in connection with the Debt Financing shall be kept confidential in accordance with the Confidentiality Agreement (it being understood that such information may be used and disclosed in the syndication of the Debt Financing; provided access to such information shall be provided subject to the acknowledgment and acceptance by the relevant recipient that such information is being disseminated on a confidential basis in accordance with market standards for dissemination of such type of information).

(f)                 S1 Holdco’s obligations under this Section 9.06 are the sole obligations of S1 Holdco and its Subsidiaries with respect to the Debt Financing and no other provision of this Agreement shall be deemed to expand or modify such obligations. In no event shall S1 Holdco be in breach of this Agreement because of the failure by S1 Holdco to deliver, after use of its or their commercially reasonable efforts to do so, any financial or other information (other than the Required S1 Bank Financial Information) that is not prepared in the ordinary course of business or for failure to obtain, after use of its commercially reasonable efforts to do so, any financial or other information from its accountants.

(g)                None of S1 Holdco or any of its Subsidiaries or their Affiliates shall have any obligations under this Section 9.06 following the consummation of the transactions contemplated hereby. For the avoidance of doubt, none of the Sellers shall have any obligations under this Section 9.06 at any time.

(h)                Subject to the satisfaction or waiver of the conditions in Sections 13.01 and 13.02, at the direction of Trebia, S1 Holdco shall, or S1 Holdco shall cause its applicable Subsidiary to, deliver a borrowing request to borrow the S1 Midco Debt Drawdown to the applicable Debt Financing Sources.

Article X
Covenants of Protected

Section 10.01.      Conduct of Business. During the Interim Period, Protected shall, and Protected shall cause the Protected Subsidiaries to, except as contemplated or permitted by this Agreement or the other Transaction Agreements, set forth on Section 10.01 of the Disclosure Schedules or consented to by Trebia (which consent shall not be unreasonably conditioned, withheld, delayed or denied), use its commercially reasonable efforts to operate its business in the ordinary course of business (including, for the avoidance of doubt, recent past practice in light of COVID-19; provided that, any action taken, or omitted to be taken that relates to, or arises out of, COVID-19 shall be deemed to be in the ordinary course of business); provided that, any action taken, or omitted to be taken, by Protected or the Protected Subsidiaries, that relates to, or arises out of, any COVID-19 Measures shall be deemed to be in the ordinary course of business of Protected and the Protected Subsidiaries. Notwithstanding anything to the contrary contained herein, nothing herein shall prevent Protected or any of the Protected Subsidiaries from taking or failing to take any action in response to COVID-19 or any COVID-19 Measures, including the establishment of any policy, procedure or protocol, and (x) no such actions or failure to take such actions shall be deemed to violate or breach this Agreement in any way, (y) all such actions or failure to take such actions shall be deemed to constitute an action taken in the ordinary course of business and (z) no such actions or failure to take such actions shall serve as a basis for Trebia to terminate this Agreement or assert that any of the conditions to the Closing contained herein have not been satisfied; provided, that, to the extent practicable, prior to taking any such actions in response to COVID-19 or any COVID-19 Measures, Protected shall use good faith efforts to provide written notice to Trebia and consult with Trebia on such actions or, if not practicable, shall provide written notice reasonably promptly thereafter. Without limiting the generality of the foregoing, except as contemplated or permitted by this Agreement or the other Transaction Agreements, as set forth on Section 10.01 of the Disclosure Schedules, or as required by Law, Protected shall not, and Protected shall cause the Protected Subsidiaries not to, during the Interim Period, except as otherwise contemplated by this Agreement:

(a)                change or amend its certificate of formation, limited liability company agreement, certificate of incorporation, bylaws or other organizational documents, except as otherwise required by Law;

(b)                make, declare, set aside, establish a record date for or pay any dividend or distribution, other than any dividends or distributions from any wholly owned Subsidiary of Protected to Protected or any Protected Subsidiary;

(c)                (i) issue, deliver, sell, transfer, pledge, dispose of or place any Lien (other than a Permitted Lien) on any shares of capital stock or any other equity or voting securities of, or membership or ownership interests in, Protected or any of the Protected Subsidiaries or (ii) issue or grant any options, warrants, restricted stock units, performance stock units or other rights to purchase or obtain any shares of capital stock or any other equity, equity-based or voting securities of or ownership interests in Protected or any of the Protected Subsidiaries, or convertible into or exercisable or exchangeable for such securities or interests;

(d)                sell, assign, transfer, convey, lease, license, abandon, allow to lapse or expire, subject to or grant any Lien (other than Permitted Liens) on, or otherwise dispose of, any assets, rights or properties, in each case that are material to Protected and the Protected Subsidiaries, taken as a whole (but including any equity or ownership interests), and in each case other than Protected and the Protected Subsidiaries granting non-exclusive licenses to customers, the sale or license of Software, goods and services to customers, or the sale or other disposition of assets, rights, or properties deemed by Protected, in its reasonable business judgment to be obsolete or no longer be material to the business of Protected and the Protected Subsidiaries, in each such case, in the ordinary course of business;

(e)                (i) cancel or compromise any claim or Indebtedness owed to Protected or any of the Protected Subsidiaries, or (ii) settle any pending or threatened Action, with respect to Protected and the Protected Subsidiaries (A) if such settlement would require payment by Protected or the Protected Subsidiaries in an amount greater than $1,000,000, (B) to the extent such settlement includes an agreement to accept or concede injunctive relief, or (C) to the extent such settlement involves a Governmental Authority or alleged criminal wrongdoing;

(f)                 directly or indirectly acquire, by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by purchasing all of or a substantial equity or ownership interest in, or by any other manner, any business or any corporation, partnership, limited liability company, joint venture, association or other entity or Person or division thereof, other than, with respect to Protected and the Protected Subsidiaries, any such acquisitions that, individually or in the aggregate, do not exceed $1,000,000;

(g)                make any loans or advance any money or other property to, or make any capital contribution in, any Person, except for (A) advances, prepayments and deposits in the ordinary course of business and (B) intercompany loans, advances or capital contributions among Protected and any of the Protected Subsidiaries;

(h)                redeem, purchase or otherwise acquire, any shares of capital stock (or other equity or ownership interests) of Protected or any of the Protected Subsidiaries or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable or exercisable for any shares of capital stock (or other equity or ownership interests) of Protected or any of the Protected Subsidiaries;

(i)                 adjust, split, combine, subdivide, recapitalize, reclassify or otherwise effect (including by merger) any change in respect of any shares of capital stock or other equity or ownership interests in or securities of Protected (including any such event that involves the creation of any new classes or series of equity or ownership interests);

(j)                 enter into, renew or amend in any material respect, any transaction or Contract relating to the Protected Transaction Expenses if such entry, renewal or amendment would result in additional Protected Transaction Expenses that, individually or in the aggregate, exceed $1,000,000;

(k)                make any change in its customary accounting principles or methods of accounting materially affecting the reported consolidated assets, Liabilities or results of operations of Protected and the Protected Subsidiaries, as applicable, other than as may be required by applicable Law, GAAP or regulatory guidelines;

(l)                 adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization (other than the transactions contemplated by this Agreement);

(m)              make, revoke or change any material Tax election, adopt or change any material accounting method with respect to Taxes, file any amended material Tax Return, settle or compromise any material Tax liability, enter into any material closing agreement with respect to any Tax, surrender any right to claim a material refund of Taxes or consent to any extension or waiver of the limitations period applicable to any material Tax claim or assessment;

(n)                change its residence for any Tax purposes;

(o)                directly or indirectly, incur, or modify in any material respect the terms of, or cancel or forgive any Indebtedness, or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person for Indebtedness (other than (i) Indebtedness under any Protected Financing Agreement or capital leases entered into in the ordinary course of business or (ii) Indebtedness that is repaid at Closing);

(p)                except as otherwise required by Law, the terms of any existing Protected Benefit Plan set forth on Section 6.13(a) of the Disclosure Schedules (i) establish or promise any severance or termination benefits or payments to any person other than in the ordinary course of business with respect to Protected Employees with an annual base salary equal to or less than $150,000 (“Protected Non-Management Employees”), (ii) make any grant of any cash retention payment to any Person, except in connection with the hiring (to the extent permitted by clause (iii) of this paragraph) of any employee or promotion of any Protected Employee, (iii) except in the ordinary course of business, hire, or terminate the employment (other than for cause) of, any Protected Employees who is not a Protected Non-Management Employee, or (iv) except in the ordinary course of business, establish, adopt, enter into, amend in any material respect or terminate any Protected Benefit Plan or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Protected Benefit Plan if it were in existence as of the date of this Agreement (except to the extent permitted to be established, adopted, entered into or amended in accordance with Section 10.01(p)(i)), (v) increase or make a commitment to increase the compensation payable to any Protected Employee (other than in the ordinary course of business for Protected Non-Management Employees) or (vi) take any action to accelerate the vesting or payment of, or otherwise fund or secure the payment of, any compensation or benefits under any Protected Benefit Plan;

(q)                voluntarily fail to maintain in full force and effect material insurance policies covering Protected and the Protected Subsidiaries and their respective properties, assets and businesses in a form and amount consistent with past practices;

(r)                 enter into, modify or amend any transaction with any Person that, to the knowledge of Protected, is an Affiliate of Protected or any of its directors, officers or employees (excluding (i) transactions solely between or among Protected and/or the Protected Subsidiaries, (ii) ordinary course payments of annual compensation, provision of benefits or reimbursement of expenses in respect of members or stockholders who are Protected Employees, (iii) commercial transactions between Protected or the Protected Subsidiaries and any portfolio companies of any such Persons in the ordinary course of business);

(s)                subject to Section 12.01(g), enter into any agreement that materially restricts the ability of Protected or the Protected Subsidiaries to engage or compete in any material line of business or in any geographic territory or enter into a new line of business that is material to Protected and the Protected Subsidiaries, taken as a whole; or

(t)                 enter into any agreement, or otherwise become obligated, to do any action prohibited under this Section 10.01.

Section 10.02.      Protected Inspection. Subject to confidentiality obligations and similar restrictions that may be applicable to information furnished Protected or any of the Protected Subsidiaries by third parties that may be in Protected’s or the Protected Subsidiaries’ possession from time to time, and except for any information which (x) relates to interactions with prospective buyers of Protected or the Protected Subsidiaries or the negotiation of this Agreement or the Transactions, (y) is prohibited from being disclosed by applicable Law or (z) in the opinion of legal counsel of Protected, would result in the loss of attorney-client privilege or other privilege from disclosure, Protected shall, and shall cause the Protected Subsidiaries to, afford to Trebia and its Representatives reasonable access during the Interim Period, during normal business hours and with reasonable advance notice, in such manner as to not interfere with the normal operation of Protected and the Protected Subsidiaries and so long as reasonably feasible or permissible under applicable Law, to their respective properties, books, Contracts, commitments, Tax Returns, records and appropriate officers and employees of Protected and the Protected Subsidiaries, as applicable, in each case, as Trebia and its Representatives may reasonably request solely for purposes of consummating the Transactions; provided, however, that neither Trebia nor its Representatives shall be permitted to perform any environmental sampling at any Leased Real Property of Protected or any Protected Subsidiary, including sampling of soil, groundwater, surface water, building materials, or air or wastewater emissions. The Parties shall use commercially reasonable efforts to make alternative arrangements for such disclosure where the restrictions in the preceding sentence apply. Any request pursuant to this Section 10.02 shall be made in a time and manner so as not to delay the Closing. All information obtained by Trebia and its Representatives under this Agreement shall be subject to the Confidentiality Agreement prior to the Closing.

Section 10.03.      No Claim Against the Trust Account. Protected acknowledges that it has read Trebia’s final prospectus, dated June 18, 2020 and other SEC Reports, the Trebia Organizational Documents, and the Trust Agreement and understands that Trebia has established the Trust Account described therein for the benefit of Trebia’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in the Trust Agreement. Protected further acknowledges that, if the transactions contemplated by this Agreement, or, in the event of termination of this Agreement, another Business Combination, are not consummated by June 19, 2022 or such later date as approved by the stockholders of Trebia to complete a Business Combination, Trebia will be obligated to return to its stockholders the amounts being held in the Trust Account. Accordingly, Protected hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account or to collect from the Trust Account any monies that may be owed to them by Trebia or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever; provided, that nothing herein shall serve to limit or prohibit Protected’s right to pursue a claim against Trebia or any of its Affiliates for legal relief against assets held outside the Trust Account (including from and after the consummation of a Business Combination other than as contemplated by this Agreement) or pursuant to Section 15.13 for specific performance or other injunctive relief. This Section 10.03 shall survive the termination of this Agreement for any reason.

Section 10.04.      Proxy Statement / Prospectus; Other Actions.

(a)                Protected shall be available to, and Protected shall use reasonable best efforts to make their officers and employees available to, in each case, during normal business hours and upon reasonable advanced notice, Trebia and its counsel in connection with (i) the drafting of the Proxy Statement / Prospectus and (ii) responding in a timely manner to comments on the Proxy Statement / Prospectus from the SEC. Without limiting the generality of the foregoing, Protected shall reasonably cooperate with Trebia in connection with the preparation for inclusion in the Proxy Statement / Prospectus of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC).

(b)                From and after the date on which the Proxy Statement / Prospectus is mailed to Trebia’s stockholders, Protected will give Trebia prompt written notice of any action taken or not taken by Protected or of any development regarding Protected, in any such case which is known by Protected, that would cause the Proxy Statement / Prospectus to contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, the Parties shall cooperate fully to cause an amendment or supplement to be made promptly to the Proxy Statement / Prospectus, such that the Proxy Statement / Prospectus no longer contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; provided, further, however, that no information received by Trebia pursuant to this Section 10.04 shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Disclosure Schedules.

Section 10.05.      Termination of Affiliate Transactions. Prior to the Closing, except for this Agreement and any other Transaction Agreements, and except as set forth on Section 10.05 of the Disclosure Schedules, Protected shall take, and cause to be taken, all actions necessary to cause all Protected Related Party Contracts and all Other Related Party Contracts listed on Section 8.04(h) of the Disclosure Schedules to be terminated as of or prior to the Closing without any further cost or Liability to Trebia or its Subsidiaries following the Closing.

Section 10.06.      Cooperation with Financing.

(a)                Prior to the Closing, Protected shall, and shall cause each of its Subsidiaries to, provide the financial statements contemplated pursuant to paragraphs 5(a)(ii) and (b)(ii) of Exhibit C to the Debt Commitment Letter (the “Required Protected Bank Financial Information”) (it being agreed that the financial statements contemplated pursuant to paragraphs 5(a)(ii) and (b)(ii)(A) of Exhibit C to the Debt Commitment Letter have been provided) and to provide reasonable cooperation to the Trebia Parties as may be reasonably required in connection with the Debt Financing, including:

(i)            providing to the Trebia Parties from time to time customary financial information regarding Protected and its Subsidiaries reasonably requested by the Debt Financing Sources and reasonably available to Protected,

(ii)           providing reasonable assistance with the preparation of appropriate and customary materials for Marketing Documents; provided that any Marketing Documents shall contain disclosure reflecting Protected and its applicable Subsidiaries as the obligors effective at and after the Closing,

(iii)          making senior management of Protected and its Subsidiaries reasonably available for virtual meetings, conference calls and sessions with ratings agencies at mutually agreeable times and upon reasonable notice,

(iv)          cooperating with Debt Financing Sources and their respective advisors in performing their due diligence,

(v)           cooperating with and assisting the Trebia Parties in connection with the preparation of customary pro forma financial statements reflecting the consummation of the relevant transactions contemplated hereby,

(vi)          ensuring that the chief financial officer or similar officers of Protected UK executes prior to the Closing (x) customary “authorization” letters in connection with bank information memoranda authorizing the distribution of information with respect to Protected and its Subsidiaries to prospective lenders, containing a “10b-5 representation” consistent with that set forth in the Debt Commitment Letter and identifying any portion of such information that constitutes material, nonpublic information regarding Protected and its Subsidiaries and (y) with effect from the Closing Date, a solvency certificate in the form required by the Debt Commitment Letter,

(vii)         furnishing to the Trebia Parties and the Debt Financing Sources promptly, and in any event no later than four Business Days prior to the Closing Date (to the extent requested at least nine (9) Business Days prior to the Closing), all customary documentation and other information required by Governmental Authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act of 2001 and beneficial ownership regulations (including beneficial ownership certifications as required under 31 C.F.R. § 1010.230), but in each case, solely as relating to the Protected and its Subsidiaries to the extent reasonably requested by the Debt Financing Sources,

(viii)       delivering notices of prepayment or redemption within the time periods required by the relevant agreements governing the Company’s existing Borrowed Money Debt, obtaining customary lien terminations and instruments of discharge to be delivered at the Closing, and giving any other necessary notices, to allow for the payoff, discharge and termination in full on the Closing, of all of each of Protected and its Subsidiaries’ existing Borrowed Money Debt other than any Borrowed Money Debt permitted under this Agreement to remain outstanding after the Closing Date,

(ix)          using commercially reasonable efforts to obtain customary evidence of authority, customary officer’s certificates and customary insurance certificates, in each case, as reasonably requested by the Trebia Parties and/or the Debt Financing Sources; provided, however, that (x) the members of the governing bodies of Protected and its Subsidiaries who are not remaining in such positions following the Closing shall not be required to take any action in connection with the Debt Financing and (y) no officer of Protected or its Subsidiaries who is not remaining in such position following the Closing shall be obligated to deliver any certificate in connection with the Debt Financing, and

(x)           assisting in the negotiation, execution and delivery of one or more credit agreements (or joinders thereto), pledge and security documents and other definitive financing documents as may be reasonably requested by the Trebia Parties so long as such agreements, indentures and documents do not become effective prior to the Closing.

(b)                Notwithstanding Section 10.06(a), nothing in this Agreement shall require such cooperation to the extent it would, in the reasonable judgment of Protected or any Seller, interfere unreasonably with the business or operations of Protected or any of its Subsidiaries (it being agreed that the actions described in clauses (a)(i) through (a)(xi) do not unreasonably interfere with the business or operations of Protected or any of its Subsidiaries); provided, that, notwithstanding anything in this Agreement to the contrary, none of Protected or any of its Subsidiaries shall (i) be required to pay any fees (including commitment or other similar fees) or to give any indemnities or incur any liabilities prior to the Closing, (ii) have any liability or obligation under any loan agreement or any related document or any other agreement or document related to the Debt Financing prior to the Closing, (iii) be required to incur any expense or other liability in connection with the Debt Financing prior to the Closing, (iv) be required to deliver any audited financial statements, to the extent not already available to Protected, (v) be required to deliver or obtain opinions of internal or external counsel, (vi) be required to provide access to or disclose information where Protected or any Seller determines that such access or disclosure could jeopardize the attorney-client privilege or contravene any Law; provided, S1 Holdco shall provide notice to the Trebia Parties that such information is being withheld pursuant to this clause (vi) and the basis on which such information is being withheld, (vii) be required to waive or amend any terms of this Agreement to which Protected or its Subsidiaries or any Seller is a party, (viii) except as enumerated in Section 10.06(a), be required to allow any arranger or syndicate lender access to the personnel or facilities of Protected or any of its Subsidiaries that is greater in scope or frequency than the access afforded to the Trebia Parties under this Agreement, (ix) be required to make any representations in connection with the Debt Financing that are not contingent upon the occurrence of the Closing Date (other than with respect to the “authorization” letter referred to above), (x) be required to be in privity with any arranger, lender or other party to the Debt Financing that is not contingent upon the occurrence of the Closing Date, or (xi) be required to take any corporate action or to enter into any documents, instrument, agreement or certificates prior to the Closing.

(c)                Protected hereby consents to the use of its and its Subsidiaries’ logos in marketing materials for the Debt Financing; provided, however, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Protected or any of its Subsidiaries or the reputation or goodwill of Protected or any of its Subsidiaries. 

(d)                The Trebia Parties shall promptly, upon written request by the Sellers, reimburse the Sellers for any reasonable and documented out-of-pocket expenses (including reasonable attorneys’ fees) incurred by Protected or any of its Affiliates in connection with the cooperation of Protected or any of its Subsidiaries contemplated by this Section 10.06.  Each Trebia Party shall indemnify and hold harmless Protected and its Subsidiaries, and their respective directors, managers, officers, employees and representatives, from and against any and all Liabilities suffered or incurred by them in connection with the arrangement of the Debt Financing and any information utilized in connection therewith, except in the event such Liabilities arose out of or result from (A) any material inaccuracy in any information provided by or on behalf of any Protected or any of its Subsidiaries or (B) the gross negligence, fraud or willful misconduct or intentional misrepresentation or intentional breach of this Agreement of Protected or any of its Subsidiaries. 

(e)                All non-public, confidential or other Confidential Information (as defined in the Confidentiality Agreement) obtained by any Trebia Party or any of their respective representatives pursuant to this Section 10.06 or otherwise in connection with the Debt Financing shall be kept confidential in accordance with the Confidentiality Agreement (it being understood that such information may be used and disclosed in the syndication of the Debt Financing; provided access to such information shall be provided subject to the acknowledgment and acceptance by the relevant recipient that such information is being disseminated on a confidential basis in accordance with market standards for dissemination of such type of information).

(f)                 Protected’s obligations under this Section 10.06 are the sole obligations of Protected and its Subsidiaries with respect to the Debt Financing and no other provision of this Agreement shall be deemed to expand or modify such obligations. In no event shall Protected be in breach of this Agreement because of the failure by Protected to deliver, after use of its or their commercially reasonable efforts to do so, any financial or other information (other than the Required Protected Bank Financial Information) that is not prepared in the ordinary course of business or for failure to obtain, after use of its commercially reasonable efforts to do so, any financial or other information from its accountants.

(g)                None of Protected or any of its Subsidiaries or their Affiliates shall have any obligations under this Section 10.06 following the consummation of the transactions contemplated hereby. For the avoidance of doubt, none of the Sellers shall have any obligations under this Section 10.06 at any time.

Article XI
Covenants of Trebia

Section 11.01.      Indemnification and Insurance.

(a)                From and after the Closing, Trebia agrees that (to the maximum extent permitted by applicable Law) it shall indemnify and hold harmless each present and former director, manager and officer of S1 Holdco, Protected and each of their respective Subsidiaries against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or Liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, as applicable, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that S1 Holdco, Protected or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the date of this Agreement to indemnify such Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, following the Closing, Trebia shall and shall cause each of their respective Subsidiaries (including S1 Holdco and Protected) to, (i) maintain for a period of not less than six years from the Closing provisions in its certificate of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the date of this Agreement and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law.

(b)                For a period of six years from the Closing, Trebia shall, or shall cause one or more of its Subsidiaries to, maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by S1 Holdco’s, Protected’s or any of their respective Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Trebia or its Representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Trebia or its Subsidiaries be required to pay an annual premium for such insurance in excess of 300% of the aggregate annual premium payable by S1 Holdco, Protected or their respective Subsidiaries for such insurance policy for the year ended December 31, 2021; provided, however, that S1 Holdco and Protected may, in the alternative, cause coverage to be extended under S1 Holdco’s or Protected’s, as applicable, current directors’ and officers’ liability insurance by obtaining a six-year “tail” policy containing terms not less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Closing, except that in no event shall S1 Holdco or Protected pay an annual premium for such insurance in excess of 300% of the aggregate annual premium payable by S1 Holdco, Protected and their respective Subsidiaries, as applicable, for such current insurance.

(c)                Trebia, S1 Holdco and Protected hereby acknowledge (on behalf of themselves and their respective Subsidiaries) that the indemnified Persons under this Section 11.01 may have certain rights to indemnification, advancement of expenses and/or insurance provided by current equityholders, members, or other Affiliates of such equityholders or members (“Indemnitee Affiliates”) separate from the indemnification obligations of Trebia, S1 Holdco and Protected and their respective Subsidiaries hereunder. The Parties hereby agree, following the Closing, (i) that Trebia, S1 Holdco and Protected and their respective Subsidiaries are the indemnitors of first resort (i.e., its obligations to the indemnified Persons under this Section 11.01 are primary and any obligation of any Indemnitee Affiliate to advance expenses or to provide indemnification for the same expenses or Liabilities incurred by the indemnified Persons under this Section 11.01 are secondary), (ii) that Trebia, S1 Holdco and Protected and their respective Subsidiaries shall be required to advance the full amount of expenses incurred by the indemnified Persons under this Section 11.01 and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and required by Trebia’s, or S1 Holdco’s or Protected’s and their respective Subsidiaries’ governing documents or any director or officer indemnification agreements, without regard to any rights the indemnified Persons under this Section 11.01 may have against any Indemnitee Affiliate, and (iii) that the Parties (on behalf of themselves and their respective Subsidiaries) irrevocably waive, relinquish and release the Indemnitee Affiliates from any and all claims against the Indemnitee Affiliates for contribution, subrogation or any other recovery of any kind in respect thereof.

(d)                Notwithstanding anything contained in this Agreement to the contrary, this Section 11.01 shall survive the consummation of the Closing indefinitely and shall be binding, jointly and severally, on Trebia and all successors and assigns of Trebia. In the event that Trebia or any of its successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Trebia shall succeed to the obligations in this Section 11.01.

Section 11.02.      Conduct of Trebia During the Interim Period.

(a)                During the Interim Period, except as set forth on Section 11.02 of the Disclosure Schedules or as contemplated by this Agreement or as consented to by S1 Holdco and Protected in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied), Trebia shall not and shall not permit any of its Subsidiaries to:

(i)            change, modify or amend the Trust Agreement or the Trebia Organizational Documents;

(ii)           (A) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding capital stock of, or other equity interests in, Trebia; (B) split, combine or reclassify any capital stock of, or other equity interests in, Trebia; or (C) other than in connection with Trebia Shareholder Redemption or as otherwise required by Trebia’s Organizational Documents in order to consummate the transactions contemplated hereby, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any capital stock of, or other equity interests in, Trebia;

(iii)          make, change or revoke any material tax election, adopt or change any material accounting method with respect to Taxes, file any amended material Tax Return, settle or compromise any material Tax liability, enter into any material closing agreement with respect to any Tax, surrender any right to claim a material refund of Taxes or consent to any extension or waiver of the limitations period applicable to any material Tax claim or assessment;

(iv)          enter into or amend in any material respect, any transaction or Contract with an Affiliate of Trebia, the Founders or Cannae (including, for the avoidance of doubt, (x) any director or officer of Trebia, the Founders or Cannae, or anyone related by blood, marriage or adoption to any such person and (y) any Person with whom any director or officer of Trebia, the Founders or Cannae has a direct or indirect legal or contractual relationship or beneficial ownership interest of 5% or greater) or any other Trebia Affiliate Agreement;

(v)           enter into, renew or amend in any material respect, any transaction or Contract relating to Trebia Transaction Expenses if such entry, renewal or amendment would result in additional Trebia Transaction Expenses that, individually or in the aggregate, exceed $1,000,000;

(vi)          waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) or compromise or settle any liability;

(vii)         except as contemplated by the Omnibus Incentive Plan Proposal, adopt or amend any Trebia Benefit Plan (or any plan, agreement, program, policy, trust, fund or arrangement that would be a Trebia Benefit Plan if so adopted), or enter into any employment contract or collective bargaining agreement;

(viii)        acquire by merging or consolidating with, or by purchasing the assets of, or by any other manner, any business or Person or division thereof or otherwise acquire any assets;

(ix)          adopt a plan of complete or partial liquidation, dissolution, merger, division transaction, consolidation or recapitalization;

(x)           create, incur, guarantee, assume or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness, issue or sell any debt securities or warrants or rights to acquire any debt securities of another Person, except for such actions in connection with the Debt Commitment Letter;

(xi)           make any loans, advances or capital contributions to, or investments in, any other Person (including to any its officers, directors, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of any other Person, except for advances, prepayments and deposits in the ordinary course of business;

(xii)         (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any capital stock of, other equity interests, equity equivalents, stock appreciation rights, phantom stock ownership interests or similar rights in, Trebia (including any Trebia Preferred Stock) or any of its Subsidiaries or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests or (B) amend, modify or waive any of the terms or rights set forth in, any Trebia Warrant or the Warrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein;

(xiii)        take any action or knowingly fail to take any action, which action or failure to act would reasonably be expected to prevent or impede the Transactions from qualifying for the Intended Tax Treatment; or

(xiv)        authorize any of, or commit or agree to take, whether in writing or otherwise, any of, the foregoing actions.

(b)                During the Interim Period, Trebia shall, and shall cause its Subsidiaries to comply with, and continue performing under, as applicable, Trebia Organizational Documents, the Trust Agreement and all other agreements or Contracts to which Trebia or its Subsidiaries may be a party.

Section 11.03.      Sponsor Agreement Matters. Trebia shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to satisfy in all material respects on a timely basis all conditions and covenants applicable to Trebia in the Sponsor Agreement and otherwise comply with its obligations thereunder and, without limiting S1 Holdco and Protected’s rights thereunder or pursuant to Section 15.13, to enforce its rights under each such agreement. Without limiting the generality of the foregoing, Trebia shall give S1 Holdco and Protected, prompt (and, in any event within one (1) Business Day) written notice: (a) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any breach or default) by any party to the Sponsor Agreement known to Trebia, and (b) of the receipt of any written notice or other written communication from any other party to the Sponsor Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party under any such agreement or any provisions of any such agreement.

Section 11.04.      Trebia Inspection. Subject to confidentiality obligations and similar restrictions that may be applicable to information furnished to Trebia or their respective Subsidiaries by third parties that may be in Trebia’s or their respective Subsidiaries’ possession from time to time, and except for any information which in the opinion of legal counsel of Trebia would result in the loss of attorney-client privilege or other privilege from disclosure, Trebia shall afford to S1 Holdco and Protected and their respective Affiliates and Representatives reasonable access during the Interim Period, during normal business hours and with reasonable advance notice, to its respective properties, books, Contracts, commitments, Tax Returns, records and appropriate officers and employees of Trebia and their respective Subsidiaries, and shall use its and their commercially reasonable efforts to furnish such Representatives with all financial and operating data and other information concerning the affairs of Trebia that are in the possession of Trebia, in each case as S1 Holdco and Protected and their respective Representatives may reasonably request solely for purposes of consummating the Transactions. The Parties shall use commercially reasonable efforts to make alternative arrangements for such disclosure where the restrictions in the preceding sentence apply. All information obtained by S1 Holdco and Protected and their respective Affiliates and Representatives under this Agreement shall be kept confidential.

Section 11.05.      Trebia NYSE Listing. From the date hereof through the Closing, Trebia shall use reasonable best efforts to (a) ensure Trebia remains listed as a public company on, and for Trebia Class A Ordinary Shares and Trebia Warrants to be listed on, the NYSE, (b) prepare and submit to the NYSE a listing application, if required under NYSE rules, covering the shares of Trebia Common Stock and Trebia Warrants and (c) obtain approval for the listing of such shares of Trebia Common Stock and Trebia Warrants. Each of S1 Holdco and Protected shall, and shall cause their respective Subsidiaries to, reasonably cooperate with Trebia with respect to such listing.

Section 11.06.      Trebia Public Filings. From the date hereof through the Closing, Trebia will keep current and timely file all reports required to be filed or furnished with the SEC and otherwise comply in all material respects with its reporting obligations under applicable Securities Laws.

Section 11.07.      Section 16 Matters. Prior to the Effective Time, Trebia shall take all commercially reasonable steps as may be required (to the extent permitted under applicable Law) to cause any acquisition or disposition of Trebia Class A Ordinary Shares or any derivative thereof that occurs or is deemed to occur by reason of or pursuant to the Transactions by each Person who is or will be or may be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to Trebia to be exempt under Rule 16b-3 promulgated under the Exchange Act, including by taking steps in accordance with the No-Action Letter, dated January 12, 1999, issued by the SEC regarding such matters.

Section 11.08.      Omnibus Incentive Plan. Prior to the Closing Date, Trebia shall, subject to obtaining the approval of the stockholders of Trebia for the Omnibus Incentive Plan Proposal, adopt, the Trebia 2021 Omnibus Incentive Plan (the “Omnibus Incentive Plan”). The Omnibus Incentive Plan shall provide for the reservation for issuance of a number of Trebia Class A Common Stock as set forth in the Omnibus Incentive Plan, subject to annual increases as provided therein. Subject to approval of the Omnibus Incentive Plan by Trebia’s stockholders, following the Effective Time Trebia shall file an effective Form S-8 Registration Statement with the SEC with respect to the shares of Trebia Class A Common Stock issuable under the Omnibus Incentive Plan and shall use commercially reasonable efforts to maintain the effectiveness of such Form S-8 Registration Statement for so long as awards granted pursuant to the Omnibus Incentive Plan remain outstanding.

Section 11.09.      Qualification as an Emerging Growth Company. Trebia shall, at all times during the period from the date hereof until the Closing: (a) take all actions necessary to continue to qualify as an “emerging growth company” within the meaning of the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) and (b) not take any action that would cause Trebia to not qualify as an “emerging growth company” within the meaning of the JOBS Act.

Section 11.10.      Domestication. Subject to receipt of the Required Trebia Shareholder Approvals, no later than the calendar day prior to the day on which the Closing occurs, Trebia shall cause the Domestication to become effective, including by (a) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to S1 Holdco, together with the Trebia Certificate of Incorporation in substantially the form attached as Exhibit A hereto, in each case, in accordance with the provisions thereof and applicable Law, (b) adopting the Trebia Bylaws in substantially the form attached as Exhibit B hereto, (c) completing and making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication, and (d) obtaining a certificate of de-registration from the Cayman Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any shareholder of Trebia, (i) each Trebia Class B Ordinary Share (other than the Founder Earnout Shares and the Seller Earnout Shares) will convert automatically into one (1) share of Trebia Class A Common Stock, (ii) each Founder Earnout Share will convert automatically into one (1) share of Trebia Class D Common Stock, (iii) 1,450,000 shares of Trebia Class B Ordinary Shares held by the Founders shall be forfeited and (iv) each then issued and outstanding Trebia Warrant will convert automatically into a warrant to acquire one (1) share of Trebia Common Stock.

Section 11.11.      Termination of Forward Purchase Agreement. Prior to the Closing, Trebia agrees that it shall terminate the Forward Purchase Agreement with no ongoing liabilities of Trebia thereunder and shall take all actions necessary to effectuate the foregoing.

Section 11.12.      Financing.

(a)                Prior to the Closing, each Trebia Party shall use its commercially reasonable efforts to take, or cause to be taken, and shall use its commercially reasonable efforts to cause its Representatives to use their commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letter, including using commercially reasonable efforts to (i) maintain in effect the Debt Commitment Letter, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and subject only to the terms and conditions contemplated by the Debt Commitment Letter (as such terms may be modified or adjusted in accordance with the “flex” provisions contained in the Debt Fee Letter), or in each case, on other terms acceptable to Trebia which would not (A) reduce the aggregate amount of the Debt Financing to an amount that is, when taken together with the Cannae Backstop Amount, available cash, cash equivalents and marketable securities of S1 Holdco and its Subsidiaries and Protected and its Subsidiaries and any increase (including amounts otherwise available under the Debt Financing) in the Debt Financing sufficient for Trebia to pay the amounts required to be paid by Trebia pursuant to this Agreement on the Closing Date and all related fees and expenses at the Closing or (B) impose new or additional conditions precedent to the receipt of the Debt Financing that would reasonably be expected to materially delay or prevent the Closing), (iii) satisfy on a timely basis (or obtain a waiver of) all conditions applicable to any Trebia Party that are within its control in order for the Trebia Parties to obtain the Debt Financing as set forth in the Debt Commitment Letter and the definitive agreements related to the Debt Financing and (iv) enforce their rights under the Debt Commitment Letter. If all conditions to the Debt Commitment Letter have been satisfied or are capable of being satisfied (other than conditions that, by their nature, are to be satisfied at the Closing), each Trebia Party shall use its commercially reasonable efforts to cause the Debt Financing Sources, under the Debt Commitment Letter to fund on the Closing Date the Debt Financing required to pay the amounts required to be paid by Trebia pursuant to this Agreement on the Closing Date.

(b)                Trebia shall give Sellers prompt written notice of (i) any amendment to the Debt Commitment Letter (together with a copy of such amendment) (other than any amendment that add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Debt Commitment Letter on the date of this Agreement), (ii) any breach or threatened breach (or any event or circumstance that, with or without notice, lapse of time or both, could or could reasonably be expected to give rise to any breach) of the Debt Commitment Letter of which Trebia becomes aware, (iii) the receipt, on or prior to the Closing Date, of any written notice or other written communication from any Debt Financing Source with respect to any actual or potential breach, default, termination or repudiation by any party to the Debt Commitment Letter, and (iv) any action or event that would be reasonably expected to result in the Debt Financing (when taken together with the Cannae Backstop Amount (including any increase)) becoming insufficient to pay the amounts required to be paid by Trebia pursuant to this Agreement on the Closing Date and all related fees and expenses at the Closing. If any portion of the Debt Financing becomes unavailable, each Trebia Party shall, as promptly as practicable, use its commercially reasonable efforts to arrange to obtain alternative financing on terms and conditions not materially less favorable to Trebia than the terms and conditions in the Debt Commitment Letter and in an amount sufficient when taken together with the Cannae Backstop Amount (including any increase) to consummate the transactions contemplated by this Agreement and on terms and conditions that comply with Section 11.12(c) below as soon as practicable following the occurrence of such event. Each Trebia Party shall, at the written request of Sellers, keep Sellers reasonably informed of the status of its efforts to arrange the Debt Financing, including any alternative financing as contemplated in Section 11.12(c).

(c)                Notwithstanding anything contained in this Section 11.12 or in any other provision of this Agreement, Trebia shall have the right from time to time to amend, restate, replace, supplement or otherwise modify, or waive any of its rights under, the Debt Commitment Letter or substitute other debt financing for all or any portion of the Debt Financing from the same or alternative Debt Financing Sources; provided that any such amendment, restatement, replacement, supplement or other modification to or waiver of any provision of the Debt Commitment Letter that amends the Debt Financing or substitution of all or any portion of the Debt Financing shall not, without the prior written consent of Sellers in their reasonable discretion, (i) reduce the aggregate amount of the Debt Financing (including by changing the amount of fees to be paid or original issue discount of the Debt Financing (other than a result of the application of the “flex” provisions of the Debt Fee Letter)) below the amount required to be paid by Trebia pursuant to this Agreement on the Closing Date (taking into account any increase of alternate available sources to finance the payment of such amounts), (ii) impose new or additional conditions or contingencies or otherwise expand, amend or modify any of the conditions or contingencies to the Debt Financing that would reasonably be expected to materially delay or prevent the Closing or (iii) be reasonably expected to (x) prevent or delay or impair the ability of the Trebia Parties to consummate the transactions contemplated hereby or (y) materially and adversely impact the ability of each Trebia Party to enforce its rights against the other parties to the Debt Commitment Letter. Other than in connection with (x) an amendment, restatement, replacement, supplementation or otherwise modification contemplated by this Section 11.12(c) or (y) adding commitment parties, agents, coagents, lenders, arrangers, joint bookrunners or other Persons that have not executed the Debt Commitment Letter as of the date hereof, no Trebia Party shall release or consent to the termination of the obligations of the Debt Financing Sources under the Debt Commitment Letter. Trebia shall promptly deliver (subject to customary redactions) to Sellers true and complete copies of any such amendment, restatement, replacement, supplement, modification, substitution or waiver; provided that Trebia may replace, amend, supplement or modify the Debt Commitment Letter for the purpose of adding agents, coagents, lenders, arrangers, joint bookrunners or other Persons that have not executed the Debt Commitment Letter as of the date hereof. If the Debt Commitment Letter is replaced, amended, supplemented or modified, including as a result of obtaining alternative financing in accordance with this Section 11.12(c), or if Trebia substitutes other debt financing for all or any portion of the Debt Financing in accordance with this Section 11.12(c), Trebia shall comply with its obligations in this Agreement, including this Section 11.12(c), with respect to the Debt Commitment Letter as so replaced, amended, supplemented or modified to the same extent that Trebia was obligated to comply prior to the Debt Commitment Letter being replaced, amended, supplemented or modified.

(d)                For purposes of this Agreement (other than with respect to representations made by the Trebia Parties as of the date hereof), references to (i) “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended, modified, supplemented, restated, replaced or substituted by Section 11.12(c), (ii) “Debt Commitment Letter” shall also include any fee letters or engagement letters (each of which has been provided to Sellers prior to the date hereof) and any amendment, modification, restatement, supplement and replacement or substitution permitted by Section 11.12(c), along with any “flex provisions” or other similar terms set forth therein and (iii) “Debt Financing Sources” shall include lenders and other financing sources (including underwriters, placement agents and initial purchasers) providing the Debt Financing pursuant to the Debt Commitment Letter, as permitted to be amended, modified, supplemented, restated, replaced or substituted by Section 11.12(c).

Section 11.13.      Issuance of RSUs. Within five (5) days following the Closing, subject to approval of the following grants by the Trebia Shareholders, Trebia will grant to each of Michael Blend and JDI an award of 725,000 Trebia RSUs (the “Post-Closing RSUs”). The Post-Closing RSUs will vest upon the occurrence of a Class D Conversion Event (as defined in the Trebia Organizational Documents) occurring within five (5) years after the Closing Date (and shall be forfeited on such fifth (5th) anniversary of the Closing Date if no Class D Conversion Event has occurred on or prior thereto), and shall further be subject to other customary terms and conditions set forth in restricted stock unit award agreements, to be entered into between Trebia and each of Michael Blend and JDI (consistent with the foregoing vesting terms), which will evidence the grants of the Post-Closing RSUs.

Article XII
Joint Covenants

Section 12.01.      Regulatory Approvals.

(a)                Each of the Parties shall cooperate and use their respective reasonable best efforts to take, or cause to be taken, all action, and to do, or cause to be done as promptly as practicable, all things necessary, proper and advisable under applicable Laws, to consummate and make effective as promptly as practicable the Transactions, including providing any notices to any Person required in connection with the consummation of the Transactions, and obtaining any licenses, consents, waivers, approvals, authorizations, qualifications and Governmental Orders necessary to consummate the Transactions; provided, that in no event shall any party be required to pay any material fee, penalty or other consideration to obtain any license, Permit, consent, approval, authorization, qualification or waiver required under any Contract for the consummation of the Transactions (other than fees or expenses payable to the SEC in connection with the Transactions, including the Proxy Statement / Prospectus, filing fees payable pursuant to the HSR Act or other Antitrust Laws, and any other ordinary course filing fees in connection with Governmental Filings required to consummate the Transactions). Subject to appropriate confidentiality protections and applicable Antitrust Laws, each party hereto shall furnish to the other parties such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing.

(b)                Each of the Parties shall cooperate with one another and use their reasonable best efforts to prepare all necessary documentation (including furnishing all information) (i) required under any applicable Antitrust Laws or other applicable Laws, (ii) requested by a Governmental Authority pursuant to applicable Antitrust Laws, to effect promptly all necessary filings with any Governmental Authority and to obtain all necessary, proper or advisable actions or nonactions, approvals consents, waivers, exemptions and approvals of any Governmental Authority necessary to consummate the Transactions. Each party hereto shall provide to the other parties copies of all substantive correspondence between it (or its advisors) and any Governmental Authority relating to the Transactions or any of the matters described in this Section 12.01. Each of the parties hereto shall promptly inform the other of any substantive oral communication with, and provide copies of any written communications with, any Governmental Authority regarding any such filings or any such transaction, unless prohibited by reasonable request of any Governmental Authority. No party hereto shall independently participate in any substantive meeting or substantive conference call with any Governmental Authority in respect of any such filings, investigation or other inquiry without giving the other party prior notice of the substantive meeting or substantive conference call and, to the extent permitted by such Governmental Authority, the opportunity to attend or participate. In the event a party is prohibited from participating in or attending any meeting or substantive conference call, the participating party shall keep the other party promptly and reasonably apprised with respect thereto, to the extent permitted by applicable Law. To the extent permissible under applicable Law, the parties hereto will consult and cooperate with one another, and consider in good faith the views of one another so as to mutually agree on any strategies and decisions in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under Antitrust Laws or other applicable Laws. Any documents or other materials provided pursuant to this Section 12.01(b) may be redacted or withheld as necessary to address reasonable privilege or confidentiality concerns, and to remove references concerning the valuation of Trebia or other competitively sensitive material or personally-identifiable information or other sensitive personal or financial information, and the parties may, as each deems advisable, reasonably designate any material provided under this Section 12.01 as “outside counsel only material.” Such “outside counsel only materials” and the information contained therein shall be given only to legal counsel of the recipient and will not be disclosed by such legal counsel to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials. Notwithstanding the foregoing, neither party shall be obligated to share with the other party documents responsive to items 4(c) and 4(d) on the Notification and Report Form for Certain Mergers and Acquisitions under the HSR Act.

(c)                Without limiting the generality of the undertakings pursuant to this Section 12.01, each party hereto shall use reasonable best efforts to provide or cause to be provided (including, with respect to filings pursuant to the HSR Act, by its “Ultimate Parent Entities”, as that term is defined in the HSR Act) as promptly as reasonably practicable and advisable to any Governmental Authority information and documents relating to such party as requested by such Governmental Authority or necessary, proper or advisable to permit consummation of the Transactions, including filing any notification and report form and related material required under the HSR Act and any other filing or notice that may be required with any other Governmental Authority as promptly as reasonably practicable and advisable after the date hereof (and, in the case of filings under the HSR Act, no later than 10 Business Days after the date hereof), and thereafter to respond as promptly as reasonably practicable and advisable to any request for additional information or documentary material relating to such party that may be made (including under the HSR Act and any similar Antitrust Law regarding preacquisition notifications for the purpose of competition reviews). Trebia shall supply as promptly as practicable any additional information and documentary material relating to Trebia and the Sponsor Persons that may be requested by any Governmental Authority and furnish to the other parties such necessary information and reasonable assistance as the other parties may request in connection with the preparation of any required applications, notices, registrations and requests as may be required or advisable to be filed with any Governmental Authority (including, with respect to Trebia and the Sponsor Persons, providing financial information and certificates as well as personal information of senior management, directors or control persons, and requesting that individuals with appropriate seniority and expertise make themselves available to participate in discussions or hearings). Trebia shall cause the filings made by it (or by its ultimate parent entity, if applicable) under the HSR Act to be considered for grant of “early termination,” (to the extent available) and make any further filings pursuant thereto that may be necessary, proper, or advisable in connection therewith. In furtherance and not in limitation of the foregoing, Trebia shall provide, or cause to be provided, all agreements, documents, instruments, affidavits, statements or information that may be required or requested by any Governmental Authority relating to (i) Trebia (including any of its directors, officers, employees, partners, members, shareholders or control persons) and (ii) Trebia’s structure, ownership, businesses, operations, regulatory and legal compliance, assets, liabilities, financing, financial condition or results of operations, or any of its or their directors, officers, employees, partners, members, shareholders or Affiliates (including to the extent required pursuant to the Sponsor Agreement, if so required).

(d)                If any objections are asserted with respect to the Transactions under any applicable Law or if any Action is instituted by any Governmental Authority or any private party challenging any of the Transactions as violative of any applicable Law, each of the parties hereto shall cooperate with one another in good faith and use their reasonable best efforts to: (i) oppose or defend against any action to prevent or enjoin consummation of this Agreement (and the Transactions), and (ii) take such action as reasonably necessary to overturn any regulatory action by any Governmental Authority to prevent or enjoin consummation of this Agreement (and the Transactions), including by defending any Action brought by any Governmental Authority in order to avoid entry of, or to have vacated, overturned or terminated, including by appeal if necessary, in order to resolve any such objections or challenge as such Governmental Authority or private party may have to any of the Transactions under such applicable Law so as to permit the consummation of the Transactions in their entity; provided, however, that any decision by the parties hereto to litigate in connection with such matters must be mutually agreed by Trebia, S1 Holdco and Protected.

(e)                Notwithstanding the foregoing, Trebia shall, and shall cause its controlled Affiliates to, take any and all actions necessary to obtain any authorization, consent or approval of a Governmental Authority (including in connection with any Governmental Filings) necessary or advisable so as to enable the consummation of the Transactions to occur as expeditiously as possible (and in any event, no later than the Termination Date) and to resolve, avoid or eliminate any impediments or objections, if any, that may be asserted with respect to the Transactions under any Law, or to otherwise oppose, avoid the entry of, or to effect the dissolution of, any order, decree, judgment, preliminary or permanent injunction that would otherwise have the effect of preventing, prohibiting, restricting, or delaying the consummation of the Transactions, including: (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, licensing or disposition of, or holding separate of, businesses, product lines, rights or assets of Trebia or its controlled Affiliates and any interest therein (including entering into customary ancillary agreements relating to any such sale, divestiture, licensing or disposition of such businesses, product lines, rights or assets) and (ii) otherwise taking or committing to take actions that after the Closing Date would limit Trebia’s or its controlled Affiliates’ freedom of action with respect to, or its ability to retain or control, one or more of the businesses, product lines, rights or assets of Trebia and its controlled Affiliates or interest therein, in each case as may be required in order to enable the consummation of the Transactions to occur as expeditiously as possible (and in any event no later than the Termination Date.

(f)                 From the date of this Agreement until Closing, Trebia shall not acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or any equity in, or by any other manner, any assets or Person, or take any other action, if the execution and delivery of a definitive agreement relating to, or the consummation of, such acquisition, or the taking of any other action, could in any material respect (individually or in the aggregate): (i) impose any delay in obtaining, or increase the risk of not obtaining, consents of a Governmental Authority necessary to consummate the Transactions or the expiration or termination of any applicable waiting period, (ii) increase the risk of a Governmental Authority seeking or entering a Governmental Order prohibiting the consummation of the Transactions, (iii) increase the risk of not being able to remove any such Governmental Order on appeal or otherwise, (iv) be reasonably expected to result in the failure to satisfy a condition to the Debt Financing or the Cannae Backstop Amount, as applicable, or (v) otherwise prevent or delay the consummation of the Transactions.

(g)                Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall require S1 Holdco, Protected or any of their respective Subsidiaries or Affiliates to (i) take, or cause to be taken, any action, including selling, divesting or otherwise disposing of, or conveying, licensing, holding separate or otherwise restricting or limiting its freedom of action with respect to, any assets, business, products, rights, licenses or investments, or interests therein, other than with respect to S1 Holdco, Protected or any of their respective Subsidiaries (provided any action taken is conditioned upon the Closing) or (ii) provide, or cause to be provided, (A) nonpublic or other confidential financial or sensitive personally identifiable information of Court Square or any of its or their Affiliates or its or their respective directors, officers, employees, managers or partners, or its or their respective control persons’ or direct or indirect equityholders’ and their respective directors’, officers’, employees’, managers’ or partners’ (each of the foregoing Persons, a “Seller Related Person”) (other than such information with respect to the officers and directors of S1 Holdco and the System1 Subsidiaries which may be provided to a Governmental Authority on a confidential basis) or (B) any other nonpublic, proprietary or other confidential information of a Seller Related Person that exceeds the scope of information that such Seller Related Person has historically supplied in connection with a similar governmental filing or notification.

Section 12.02.      Support of Transaction. Without limiting any covenant contained in Article VIII, Article X, Article XI or Article XII including the obligations of the Parties with respect to the notifications, filings, reaffirmations and applications described in Section 12.01, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 12.02, the Parties shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of the Parties or their respective controlled Affiliates are required to obtain in order to consummate the Transactions, provided that, S1 Holdco and Protected and their respective Subsidiaries shall not be required to seek any such required consents or approvals of third party counterparties to System1 Material Contracts or Protected Material Contracts to the extent such Contract is otherwise terminable at will, for convenience or upon or after the giving of notice of termination by a party thereto unless otherwise agreed in writing by S1 Holdco, Protected and Trebia, and (b) use commercially reasonable efforts to take such other action as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of the other Party set forth in Article XIII or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Trebia, S1 Holdco, Protected or any of their respective Subsidiaries be obligated to bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which S1 Holdco or Protected or any of their respective Subsidiaries is a party or otherwise required in connection with the consummation of the Transactions.

Section 12.03.      Preparation of Proxy Statement / Prospectus; Trebia Special Meeting.

(a)                Proxy Statement / Prospectus.

(i)                 As promptly as practicable following the execution and delivery of this Agreement (and in any event on or prior to the later of (A) three Business Days following the delivery of the Required S1 Bank Financial Information and the Required Protected Bank Financial Information, and (B) August 6, 2021), Trebia shall file, and each of S1 Holdco and Protected will reasonably cooperate (including causing each of their Subsidiaries and Representatives to reasonably cooperate) with Trebia to file, with the SEC, a registration statement on Form S-4, proxy statement or other applicable form in connection with the Mergers and in connection with the Special Meeting, including any amendments thereto (the “Proxy Statement / Prospectus”) to be sent to the shareholders of Trebia in advance of the Special Meeting with respect to, among other things: (A) providing Trebia Shareholders with the opportunity to redeem Trebia Class A Ordinary Shares by tendering such shares for redemption not later than 5:00 p.m. Eastern Time on the date that is at least two (2) Business Days prior to the date of the Special Meeting (the “Trebia Shareholder Redemption”); and (B) soliciting proxies from holders of Trebia Ordinary Shares to vote at the Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) the issuance of shares of Trebia Common Stock in connection with the Transactions as may be required under NYSE listing requirements; (3) the adoption of the Trebia Certificate of Incorporation in the form attached as Exhibit A hereto, (4) the approval of the issuance of Post-Closing RSUs and the Trebia RSUs contemplated to be issued pursuant to Section 3.01(g); (the proposals contemplated by clauses (1), (2), (3) and (4) collectively, the “Required Trebia Shareholder Approvals”); (5) the approval of the adoption of the Omnibus Incentive Plan (the “Omnibus Incentive Plan Proposal”); (6) the election of the members of the Trebia Board as of the Closing in accordance with Section 12.09; (7) any other proposals that either the SEC or NYSE (or the respective staff members thereof) indicates is necessary in its comments to the Proxy Statement / Prospectus or in correspondence related thereto; and (8) any other proposals the Parties agree are necessary or desirable to consummate the Transactions (clauses (1) through (8), collectively, the “Trebia Shareholder Matters”). Each of Trebia, S1 Holdco and Protected shall use its reasonable best efforts to cause the Proxy Statement / Prospectus to comply with the rules and regulations promulgated by the SEC. Without the prior written consent of S1 Holdco, the Trebia Shareholder Matters shall be the only matters (other than procedural matters) which Trebia shall propose to be acted on by Trebia’s shareholders at the Special Meeting, as adjourned or postponed. The Proxy Statement / Prospectus will comply as to form and substance with the applicable requirements of the SEC and the rules and regulations thereunder and remain effective as long as is necessary to consummate the Transactions. Each of Trebia, S1 Holdco and Protected, shall furnish all information concerning such party as may reasonably be requested by the other parties in connection with such actions and the preparation of the Proxy Statement / Prospectus. Trebia shall (I) file the definitive Proxy Statement / Prospectus with the SEC, and (II) cause the Proxy Statement / Prospectus to be mailed to its stockholders of record, as of the record date to be established by the board of directors of Trebia in accordance with Section 12.03(a)(iv), as promptly as practicable (but in no event later than three (3) Business Days unless otherwise required by applicable Law) following the date that the SEC clears such Proxy Statement / Prospectus (such earlier date, the “SEC Clearance Date”).

(ii)               Trebia will advise S1 Holdco promptly after it receives notice thereof, of: (A) the time when the Proxy Statement / Prospectus has been filed; (B) the filing of any supplement or amendment to the Proxy Statement / Prospectus; (C) any request by the SEC for amendment of the Proxy Statement / Prospectus; (D) any comments from the SEC relating to the Proxy Statement / Prospectus and responses thereto; (E) requests by the SEC for additional information; and (F) the issuance of any stop order or the suspension of the qualification of the Trebia Common Stock for offering or sale in any jurisdiction or of the initiation or written threat of any proceeding for any such purpose.

(iii)             Prior to filing with the SEC, Trebia will make available to S1 Holdco and Protected and their respective counsel drafts of the Proxy Statement / Prospectus and any other documents to be filed with the SEC, both preliminary and final, and any amendment or supplement to the Proxy Statement / Prospectus or such other document and will provide S1 Holdco and Protected and their respective counsel with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. Trebia shall not file any such documents with the SEC without the prior consent of S1 Holdco (such consent not to be unreasonably withheld, conditioned or delayed). Each of Trebia, S1 Holdco and Protected shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned), any response to comments of the SEC or its staff with respect to the Proxy Statement / Prospectus and any amendment to the Proxy Statement / Prospectus filed in response thereto. If, at any time prior to the Special Meeting, there shall be discovered any information that should be set forth in an amendment or supplement to the Proxy Statement / Prospectus so that the Proxy Statement / Prospectus would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Trebia shall promptly file an amendment or supplement to the Proxy Statement / Prospectus containing such information. If, at any time prior to the Closing, Trebia, S1 Holdco or Protected discovers any information, event or circumstance relating to such Party, its business or any of its Affiliates, officers, directors or employees that should be set forth in an amendment or supplement to the Proxy Statement / Prospectus so that the Proxy Statement / Prospectus would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then (x) such Party shall promptly inform the other Parties and (y) each Party shall cooperate fully and mutually agree upon (such agreement not to be unreasonably withheld, delayed or conditioned) an amendment or supplement to the Proxy Statement / Prospectus. Trebia, S1 Holdco and Protected shall use reasonable best efforts to cause the Proxy Statement / Prospectus to be cleared by the SEC under the Securities Act and the Exchange Act as promptly as practicable after it is filed with the SEC.

(iv)              Trebia shall file the Proxy Statement / Prospectus in accordance with the rules and regulations of the Securities Act and the Exchange Act. Trebia, S1 Holdco and Protected shall use reasonable best efforts to, as promptly as practicable (and in any event, within seven (7) Business Days after the SEC Clearance Date), (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL for a date no later than 35 days following the SEC Clearance Date (subject to Section 12.01(a)), and (ii) cause the Proxy Statement / Prospectus to be disseminated to Trebia Shareholders in compliance with applicable Law.

(b)                Trebia Special Meeting. Trebia shall take, in accordance with applicable Law, NYSE rules and the Trebia Organizational Documents, all actions necessary (in its discretion) to duly convene and hold the Special Meeting as promptly as reasonably practicable after the SEC Clearance Date and to obtain the approval of Trebia Shareholder Matters at the Special Meeting, as adjourned or postponed, including by soliciting proxies as promptly as practicable for the purpose of seeking the approval of Trebia Shareholder Matters. Trebia shall include the Trebia Board Recommendation in the Proxy Statement / Prospectus. The board of directors of Trebia shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the Trebia Board Recommendation for any reason. Trebia agrees that its obligation to establish a record date for, duly call, give notice of, convene and hold the Special Meeting for the purpose of seeking approval of Trebia Shareholder Matters shall not be affected by any intervening event or circumstance, and Trebia agrees to establish a record date for, duly call, give notice of, convene and hold the Special Meeting and submit the Trebia Shareholder Matters for the approval of the Trebia Shareholders, regardless of any intervening event or circumstance. Notwithstanding anything to the contrary contained in this Agreement, Trebia shall be entitled to (and, in the case of the following clauses (i), (ii) and (iii), at the request of S1 Holdco and Protected, shall) postpone or adjourn the Special Meeting for a period of no longer than 20 days if: (i) necessary to ensure that any supplement or amendment to the Proxy Statement / Prospectus that is required by applicable Law is disclosed to Trebia Shareholders and for such supplement or amendment to be promptly disseminated to Trebia Shareholders prior to the Special Meeting; (ii) if a postponement or adjournment is required by applicable Law; (iii) as of the time for which the Special Meeting is originally scheduled (as set forth in the Proxy Statement / Prospectus), there are insufficient Trebia Class A Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Special Meeting; or (iv) in order to solicit additional proxies from shareholders for purposes of obtaining approval of Trebia Shareholder Matters or satisfying the condition set forth in Section 13.03(c) hereof; provided, that in the event of any such postponement or adjournment, Trebia shall keep S1 Holdco and Protected reasonably informed regarding all matters relating to the Trebia Shareholder Matters and the Special Meeting and the Special Meeting shall be reconvened as promptly as practicable following such time as the matters described in such clauses have been resolved.

Section 12.04.      Exclusivity.

(a)                During the Interim Period, S1 Holdco and Protected, the CSC Blockers and OpenMail shall not take, nor shall S1 Holdco, Protected, the CSC Blockers, or OpenMail permit any of their respective Affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate or engage in discussions or negotiations with, or enter into any agreement with, or encourage, or provide information to, any Person (other than Trebia and/or any of its Affiliates or Representatives) concerning any purchase of all or a material portion of S1 Holdco’s, Protected’s, the CSC Blockers’, or OpenMail’s equity securities or the issuance and sale of any securities of, or membership interests in, S1 Holdco, Protected, the CSC Blockers or OpenMail or their respective Subsidiaries (other than any purchases of equity securities by any such party from employees of such party or their respective Subsidiaries) or any merger or sale of substantial assets involving S1 Holdco, Protected, the CSC Blockers, or OpenMail or their respective Subsidiaries, other than immaterial assets or assets sold in the ordinary course of business or transactions permitted by Section 9.01 or Section 10.01 (each such acquisition transaction, but excluding the Transactions, an “Acquisition Transaction”). S1 Holdco, Protected, the CSC Blockers, the Blocker Parents, the Court Square GPs, and OpenMail shall, and shall cause their respective Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, an Acquisition Transaction.

(b)                During the Interim Period, Trebia shall not take, nor shall it permit any of its respective Affiliates or Representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any Person (other than S1 Holdco, Protected, the CSC Blockers, or OpenMail, their respective shareholders and/or any of their respective Affiliates or Representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any Business Combination (a “Business Combination Proposal”) other than with S1 Holdco, Protected, the CSC Blockers, or OpenMail, their respective equityholders and their respective Affiliates and Representatives. Trebia shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Business Combination Proposal.

Section 12.05.      Tax Matters.

(a)                Trebia shall file all necessary Tax Returns with respect to all Transfer Taxes, and, if required by applicable Law, the Parties shall, and shall cause their respective Affiliates to, join in the execution of any such Tax Returns and other documents. Notwithstanding any other provision of this Agreement, the Parties shall (and shall cause their respective Affiliates to) cooperate in good faith to minimize, to the extent permissible under applicable Law, the amount of any Transfer Taxes.

(b)                For U.S. federal income Tax purposes (and for purposes of any applicable state or local income tax that follows U.S. federal income tax treatment), each of the Parties intends that (i) the S1 Contribution shall be disregarded, (ii) the Domestication will qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code, (iii) the Protected Rollover, the Protected Merger and the LLC Merger, taken together, will qualify as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code, (iv) the S1 Holdco Recapitalization will be treated as a non-taxable recapitalization of the equity of S1 Holdco, (v) the conversion of S1 into a corporation will be governed by Section 351 of the Code, and (vi) the Blocker Mergers shall be governed by Section 332 of the Code, and (vii) the Protected Contribution will be treated as a transaction governed by Section 721 of the Code (the intended tax treatment set forth in clauses (i) through (vii) collectively, “Intended Tax Treatment”). This Agreement is hereby adopted as and shall constitute a “plan of reorganization” within the meaning of Treasury Regulation Section 1.368-2(g) with respect to the Domestication and the Protected Rollover, Protected Merger and LLC Merger and a “plan of liquidation” for the CSC Blockers with respect to the Blocker Mergers.

(c)                Trebia, S1 Holdco and Protected and their respective Subsidiaries intend for the Transactions to qualify for the Intended Tax Treatment and will not take any inconsistent position on any Tax Return or during the course of any audit, litigation or other proceeding with respect to Taxes, except as otherwise required by applicable Law or a determination within the meaning of Section 1313(a) of the Code. Each of the Parties agrees to promptly notify all other affected Parties of any challenge to the Intended Tax Treatment by any Governmental Authority.

(d)                No Party shall take or cause to be taken any action, or knowingly fail to take or cause to be taken any action, which action or failure to act would reasonably be expected to prevent the Transactions from so qualifying for the Intended Tax Treatment.

(e)                The Parties shall use reasonable best efforts to execute and deliver any representations reasonably requested by counsel or other advisors to Trebia or counsel or other advisors to S1 Holdco or Protected, as applicable, for purposes of rendering opinions regarding the Intended Tax Treatment and other tax matters in connection with the Transactions, at such time or times as may be reasonably requested by counsel to Trebia or counsel to S1 Holdco or Protected. For the avoidance of doubt, any tax opinions to be delivered by counsel to Trebia or counsel to S1 Holdco or Protected shall not be a condition to Closing under this Agreement.

(f)                 The Unitholder Representative shall prepare, or cause to be prepared, at the expense of S1 Holdco, all income Tax Returns with respect to Pass-Through Income Taxes of S1 Holdco (and the System1 Subsidiaries) for any Pre-Closing Tax Period (other than the portion of any Straddle Period ending on the Closing Date) that are due after the Closing Date (taking into account applicable extensions) (each, a “Pass-Through Return”). Each Pass-Through Return shall be prepared in a manner consistent with S1 Holdco’s (or such System1 Subsidiary’s) past practice except to the extent otherwise required by applicable Law or as set forth herein. Each Pass-Through Return, as prepared by the Unitholder Representative, shall be submitted to each of the Court Square GPs and Trebia for their review and approval no later than 45 days prior to its due date (taking into account applicable extensions). Trebia and the Court Square GPs shall each propose any comments on such Pass-Through Returns no later than 25 days prior to their due date (taking into account applicable extensions), and the Unitholder Representative, the Court Square GPs and Trebia shall in good faith cooperate to resolve any disagreements. Any such disagreement that remains unresolved 15 days prior to the due date for filing such Pass-Through Return (taking into account applicable extensions) shall be promptly submitted to a mutually acceptable nationally recognized independent accounting firm (acting as expert, not as arbitrator), which shall resolve each disagreement as soon as reasonably practicable. The determination(s) of such accounting firm shall be final and binding. The fees of such accounting firm shall be borne equally by the Unitholder Representative, the Court Square GPs and Trebia. In no event shall any disagreement delay the timely filing of any Pass-Through Return; provided that such Pass-Through Return shall be amended upon resolution of such disagreement in accordance with the foregoing provisions of this paragraph. Trebia shall cause all Pass-Through Returns, as finally determined by such accounting firm or by mutual agreement, or (pending resolution of any unresolved disagreement in accordance herewith) as prepared by the Unitholder Representative, to be timely filed and will promptly provide a copy of all filed Pass-Through Returns to the Unitholder Representative.

(g)                All Tax Returns of S1 Holdco and the System1 Subsidiaries other than Pass-Through Returns described in Section 12.05(f) that are due after the Closing Date (taking into account applicable extensions) shall be prepared and filed in accordance with the terms of the S1 Holdco Operating Agreement; provided that, each income Tax Return of S1 Holdco and any System1 Subsidiary that is a partnership for U.S. federal income Tax purposes for a Straddle Period (i) for which the “interim closing method” under Section 706 of the Code (or any similar provision of state, local or non-U.S. Law) is available shall be prepared in accordance with such method, (ii) shall be prepared in accordance with Section 706(d)(3) of the Code to the extent applicable, (iii) for which an election under Section 754 of the Code (or any similar provision of state, local or non-U.S. Law) may be made shall make such election, and (iv) shall be prepared in a manner such that any items of deduction, loss, or credit for income Tax purposes of S1 Holdco and its Subsidiaries attributable to the Transactions (including, for the avoidance of doubt, any deductions arising from payments in respect of the Value Creation Units) are allocated to a Pre-Closing Tax Period to the extent more likely than not permitted by applicable Tax Law (and, in the case of deductions relating to the OpenMail VCUs, are allocated to OpenMail or its members, as applicable, to the maximum extent permitted by applicable Tax Law).

(h)                In the event of any proposed audit, adjustment, assessment, examination, claim or other controversy or proceeding relating to a Pass-Through Return (a “Tax Contest”), (i) Trebia will, within 15 days of it (or any of its Subsidiaries) being notified of such Tax Contest, notify the Unitholder Representative of such Tax Contest in writing, (ii) the Unitholder Representative, or a person designated by the Unitholder Representative, shall be the “partnership representative” within the meaning of Section 6223 of the Code or similar representative for purposes of such Tax Contest (the “Partnership Representative”) and shall make, or cause to be made, an election under Section 6226 of the Code (and any similar election under state or local Tax Law) and (iii) to the extent the Partnership Representative fails to make an election under Section 6226 of the Code (or similar provision of state or local tax Law) as required by the preceding clause (ii), the Partnership Representative shall use reasonable best efforts to reduce the amount of any Taxes that could be payable by the Trebia Parties, S1 Holdco or any System1 Subsidiary as a result of such Tax Contest (including pursuant to Section 6225(c) of the Code). With respect to any tax audit, adjustment, assessment, examination, claim or other controversy or proceeding relating to a Tax Return relating to Pass-Through Income Taxes of S1 Holdco or the System1 Subsidiaries for a Straddle Period, S1 Holdco (and, as applicable, its “Tax Matters Partner” as defined in the New S1 Holdco Operating Agreement) shall not settle or resolve any portion of such tax audit, adjustment, assessment, examination, claim or other controversy or proceeding relating to the portion of the Straddle Period ending on the Closing Date without the prior written consent of the Unitholder Representative (which may not be unreasonably withheld, conditioned or delayed).

(i)                 Within 90 days following the Closing Date, (i) Trebia will prepare, and deliver to each of the Unitholder Representative and the Court Square GPs, an allocation statement allocating the applicable portion of the S1 Holdco Closing Cash Consideration and any other amounts treated as consideration for U.S. federal income Tax purposes in connection with Trebia’s acquisition of S1 Holdco Units among the direct and indirect assets of S1 Holdco (and entities disregarded as separate from S1 Holdco) in accordance with Section 1060 of the Code (and any other applicable section of the Code), the Treasury Regulations thereunder (and any similar provision of state or local Law) (the “Allocation”). The Allocation shall contain sufficient detail to permit the Parties to make the computations and adjustments required under Sections 734(b), 743(b), 751 and 755 of the Code and the Treasury Regulations thereunder. Within 45 days after the receipt of the Allocation, either the Unitholder Representative or the Court Square GPs may propose any changes to the Allocation, and each of the Court Square GPs, the Unitholder Representative and Trebia shall cooperate in good faith to resolve any disagreements. If Trebia, the Court Square GPs and the Unitholder Representative do not, within 10 days, resolve all disagreements, each disagreement shall be submitted to a mutually acceptable nationally recognized independent accounting firm (acting as expert, not as arbitrator), which shall resolve such disagreements in accordance with the principles and procedures of Section 12.05(f). The Allocation, as mutually agreed or as finally determined by such accounting firm, shall be final and binding.

(j)                 Each Party and the Unitholder Representative shall reasonably cooperate (and cause its Affiliates to reasonably cooperate), as and to the extent reasonably requested by each other Party and the Unitholder Representative, in connection with the preparation and filing of Tax Returns or any Tax Contest. Such cooperation shall include the provision of available records and information that are reasonably relevant to any such matter and making employees available on a mutually convenient basis to provide additional information and explanation with respect thereto.

Section 12.06.      Confidentiality; Publicity.

(a)                Trebia acknowledges that the information being provided to it in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. The Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby.

(b)                None of the Parties or any of their respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or the transactions contemplated hereby, or any matter related to the foregoing, without first obtaining the prior consent of S1 Holdco, Protected, and Trebia (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any national securities exchange), in which case the applicable Party shall use their commercially reasonable efforts to obtain such consent with respect to such announcement or communication, prior to announcement or issuance; provided, however, that, subject to this Section 12.06, each Party and its Affiliates may make announcements regarding the status and terms (including price terms) of this Agreement and the transactions contemplated hereby to their respective directors, officers, employees, direct and indirect current or prospective limited partners and investors or otherwise in the ordinary course of their respective businesses, in each case, so long as such recipients are obligated to keep such information confidential without the consent of any other Party; and provided, further, that subject to this Section 12.06, the foregoing shall not prohibit any Party from communicating with third parties to the extent necessary for the purpose of seeking any third party consent; provided, further, that notwithstanding anything to the contrary in this Section 12.06(b), nothing herein shall modify or affect Trebia’s obligations pursuant to Section 12.03.

Section 12.07.      Post-Closing Cooperation; Further Assurances. Following the Closing, each Party shall, on the request of any other Party, execute such further documents, and perform such further acts, as may be reasonably necessary or appropriate to give full effect to the allocation of rights, benefits, obligations and Liabilities contemplated by this Agreement and the transactions contemplated hereby.

Section 12.08.      Transaction Agreements. At or prior to the Closing, each of the parties thereto shall execute and deliver to the other Parties the Stockholders Agreement, the Registration Rights Agreement, the Tax Receivable Agreement, the S1 Holdco Operating Agreement and the other Transaction Agreements to which it is contemplated to be a party, and Trebia shall cause the Trebia Certificate of Incorporation to be filed with the Secretary of State of the State of Delaware shall have adopted the Trebia Bylaws; provided, that, (i) S1 Holdco, Protected, the CSC Blockers and OpenMail will use reasonable best efforts to deliver the signature of any individual employed by S1 Holdco, Protected, the CSC Blockers and OpenMail who is contemplated by this Agreement to be party to any such agreement but no such signature shall be a required to comply with this Section 12.08 and (ii) any such agreement shall not be effective unless and until the Closing occurs.

Section 12.09.      Trebia Board of Directors; Post Closing Officers. Each of Trebia, S1 Holdco and Protected shall take, or cause to be taken, the actions set forth in this Section 12.09 prior to the Closing:

(a)                Trebia shall (i) cause each Person serving and not continuing as a member of the board of directors of Trebia to resign from such position, effective upon the Closing, and (ii) elect or otherwise cause Persons designated on Section 12.09(a) of the Disclosure Schedules to comprise the entire board of directors of Trebia, effective upon the Closing; provided, that the board of directors as so constituted shall comply with applicable rules concerning director independence required by the SEC and the rules and listing standards of NYSE and any other Laws or requirements of a Governmental Authority applicable to members of the board of directors of Trebia.

(b)                Trebia shall (i) cause each Person serving and not continuing as an officer of Trebia to resign from such position, effective upon the Closing, and (ii) appoint or otherwise cause to be appointed each Person designated by the board of directors of Trebia as an officer of Trebia, effective upon the Closing.

(c)                Each of Trebia, S1 Holdco and Protected shall cause such Persons to, and such Persons shall, comply and cooperate with and satisfy all requests and requirements made by any Governmental Authority in connection with the foregoing, including by furnishing all requested information, providing reasonable assistance in connection with the preparation of any required applications, notices and registrations and requests and otherwise facilitating access to and making individuals available with respect to any discussions or hearings. In the event an individual designated in accordance with Section 12.09(b) does not satisfy any requirement of a Governmental Authority to serve as a director, then (x) there shall be no obligation to appoint such individual pursuant to Section 12.09(b) and (y) S1 Holdco, Protected or Trebia, as applicable, shall be entitled to designate a replacement director in lieu of such person; provided, further, that in no event shall Closing be delayed or postponed in connection with or as a result of the foregoing.

Section 12.10.      Treatment of Value Creation Units.

(a)                The Parties hereto acknowledge and agree that the transactions contemplated by this Agreement shall constitute a “Qualifying Liquidity Event” (as defined in each VCU Plan) for purposes of the Value Creation Units and each VCU Plan and, accordingly, at the Effective Time, each then-outstanding Value Creation Unit will satisfy the “Qualifying Liquidity Event Vesting Component” (as defined in the applicable VCU Plan). Each Value Creation Unit that, as of a given date and after giving effect to the preceding two sentences, is or becomes a Fully-Vested Value Creation Unit (within the meaning of the applicable VCU Plan) is referred to herein as a “Vested VCU”, each Value Creation Unit that is not a Vested VCU as of a given date is referred to herein as an “Unvested VCU”, and any date on which a Value Creation Unit becomes a Fully-Vested Value Creation Unit is referred to herein as a “VCU Vesting Date.”

(b)                Effective as of the Effective Time, each Value Creation Unit will be cancelled and terminated and, in exchange therefor, the holder of such Value Creation Unit shall be entitled to the consideration set forth on the Allocation Schedule (which shall be paid or provided as set forth in this Agreement and the Allocation Schedule) and shall have no further rights with respect to any Value Creation Unit.

(c)                Any portion of the VCU Escrow Amount payable with respect to any Unvested VCU shall (i) be earned on the date(s) on which the Unvested VCU would otherwise have become a Service-Vested Value Creation Unit (within the meaning of the applicable VCU Plan) in accordance with the service-vesting schedule that applied to such Unvested VCU immediately prior to the Effective Time (the “VCU Vesting Schedule”), subject to the applicable holder’s continued employment or service (as required under the applicable award agreement) with Trebia or its Subsidiaries through the applicable VCU Vesting Date, and (ii) be paid to the applicable Unvested VCU holder on or within thirty (30) days following the applicable VCU Vesting Date or, if later, on the date on which corresponding amounts are paid to Sellers generally. Any portion of the VCU Escrow Amount which is not paid to a former holder of Unvested VCUs due to the applicable holder’s termination of employment or service with Trebia or its Subsidiaries (as applicable) prior to an applicable VCU Vesting Date shall be paid to OpenMail (or its successors), the Redeemed OM Members, and each holder of Protected Common Stock immediately prior to the Effective Time (each in accordance with its pro rata share, as set forth in the Allocation Schedule) no later than ten (10) days after the end of the calendar quarter in which such termination of employment or service occurs.

(d)                Any Trebia RSUs issued pursuant to Section 3.01(g) in respect of Unvested VCUs shall (i) vest following the Effective Time in accordance with the applicable VCU Vesting Schedule, subject to the applicable holder’s continued employment or service (as required under the applicable award agreement) with Trebia or its Subsidiaries through such vesting date(s), and (ii) be paid to the applicable Unvested VCU holder in shares of Trebia Class A Common Stock on or within thirty (30) days following the date on which such Trebia RSUs become vested. Any withholding taxes required to be withheld upon vesting or payment of Trebia RSUs pursuant to this Section 12.10(d) may be satisfied, at the election of the recipient of Trebia Class A Common Stock in respect of such Trebia RSUs, by Trebia retaining that number of shares of Trebia Class A Common Stock otherwise issuable to such holder in respect of such Trebia RSUs having a value equal to the aggregate amount of such required withholding taxes (in any case, based on maximum statutory withholding rates). If any Trebia RSUs are forfeited prior to vesting due to the applicable holder’s termination of employment or service with Trebia or its Subsidiaries, Trebia shall issue to OpenMail (or its successors), the Redeemed OM Members, and each holder of Protected Common Stock immediately prior to the Effective Time (each in accordance with its pro rata share, as set forth in the Allocation Schedule), no later than ten (10) days after the end of the calendar quarter in which such Trebia RSUs were forfeited, a number of shares of Trebia Class A Common Stock equal to the number of such forfeited Trebia RSUs.

(e)                S1 Holdco shall cause each VCU Plan to terminate effective no later than the Effective Time.

(f)                 At the Effective Time, Trebia and S1 Holdco shall give effect to the VCU Assumption Issuance.

Section 12.11.      EBITDA Based Bonus Pools.

(a)                If, on or prior to December 31, 2023, Protected LTM Cash EBITDA (the “2023 Earnout Threshold”) has equaled or exceeded $55,000,000, as reasonably determined by the Trebia Board, acting in good faith, Trebia will promptly make available a bonus pool of a number of shares of Trebia Class A Common Stock equal to $50,000,000 divided by the relevant Trebia Stock Price (the “Year 3 Stock Bonus Pool”). The Year 3 Stock Bonus Pool shall be paid to Year 3 Eligible Recipients, in fully-vested shares of Trebia Class A Common Stock, subject to applicable tax withholding, no later than thirty (30) days following December 31, 2023, and shall be allocated among Year 3 Eligible Recipients as determined by Chris Phillips in his sole discretion (or, if Chris Phillips is not a Trebia Service Provider as of December 31, 2023 (other than as a result of a non-Cause termination by Trebia or its Subsidiaries), by the Trebia Board).

(b)                If, on or prior to December 31, 2024, Protected LTM Cash EBITDA (the “2024 Earnout Threshold” and, together with the 2023 Earnout Threshold, the “Earnout Thresholds”) has equaled or exceeded $65,000,000, as reasonably determined by the Trebia Board, acting in good faith, Trebia will promptly make available a bonus pool of a number of shares of Trebia Class A Common Stock equal to $50,000,000 divided by the relevant Trebia Stock Price (the “Year 4 Stock Bonus Pool”). The Year 4 Stock Bonus Pool shall be paid to Year 4 Eligible Recipients, in fully-vested shares of Trebia Class A Common Stock, subject to applicable tax withholding, no later than thirty (30) days following December 31, 2024, and shall be allocated among Year 4 Eligible Recipients as determined by Chris Phillips in his sole discretion (or, if Chris Phillips is not a Trebia Service Provider as of December 31, 2024 (other than as a result of a non-Cause termination by Trebia or its Subsidiaries), by the Trebia Board).

(c)                Any withholding taxes required to be withheld from the amounts payable pursuant to the Year 3 Stock Bonus Pool or Year 4 Stock Bonus Pool pursuant to this Section 12.11 may be satisfied, at the election of the applicable Year 3 Eligible Recipient or Year 4 Eligible Recipient (as applicable) (A) through an open-market, broker-assisted sales transaction, on terms subject to the approval of Trebia, pursuant to which Trebia is promptly delivered the amount of proceeds necessary to satisfy the required withholding taxes (based on maximum statutory withholding rates), or (B) if Trebia is subject to a Black-Out Period at the time the withholding obligation arises, such withholding taxes will be satisfied by Trebia retaining that number of shares of Trebia Class A Common Stock otherwise issuable to the applicable Year 3 Eligible Recipient or Year 4 Eligible Recipient, as applicable, under such Year 3 Stock Bonus Pool and/or Year 4 Stock Bonus Pool having a value equal to the aggregate amount of such required withholding taxes (based on maximum statutory withholding rates).

(d)                From Closing until December 31, 2024, (a) Trebia agrees to operate the business of Protected and its Subsidiaries in good faith and not to take actions with the primary intent of frustrating achievement of the Earnout Thresholds, and (b) Protected agrees that it shall, subject to clause (a) operate the business of Protected and its Subsidiaries in the manner agreed jointly between the board of Protected and the board of Trebia.

Article XIII
Conditions to Obligations

Section 13.01.      Conditions to Obligations of All Parties. The obligations of the Parties to consummate, or cause to be consummated, the Transactions are subject to the satisfaction of the following conditions, any one or more of which may be waived (if legally permitted) in writing by all of such Parties:

(a)                HSR Act. Any consent, approval or clearance with respect to, or terminations or expiration of any applicable waiting period(s) (and any extension thereof, or any timing agreements, understandings or commitments obtained by request or other action of the FTC and/or the DOJ, as applicable) imposed under the HSR Act in respect of the Transactions shall have been obtained, shall have been received or shall have been expired or terminated, as the case may be.

(b)                Regulatory Approvals. All required consents and approvals from the Governmental Authorities set forth on Section 13.01(b) of the Disclosure Schedules shall have been obtained.

(c)                No Prohibition. There shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the consummation of the Transactions, provided the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the Transactions.

(d)                Net Tangible Assets. Trebia shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after giving effect to any payments required to be made in connection with the Trebia Shareholder Redemption.

(e)                Available Cash Amount. The Available Cash Amount (x) shall not be less than $469,250,000 or (y) in the case that an Additional Seller Backstop Election has been made pursuant to Section 2.02(c), shall not be less than $417,500,000.

(f)                 Stockholder Approval. The Required Trebia Shareholder Approvals shall have been obtained.

(g)                NYSE. The Trebia Class A Common Stock shall have been approved for listing on the NYSE.

Section 13.02.      Additional Conditions to Obligations of Trebia. The obligations of Trebia to consummate, or cause to be consummated, the Transactions are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by Trebia:

(a)                Representations and Warranties.

(i)                 Each of (A) the representations and warranties of S1 Holdco contained in Section 5.01 (Corporate Organization of S1 Holdco) (which are not qualified by Material Adverse Effect), Section 5.03 (Due Authorization), Section 5.06 (Current Capitalization) and Section 5.23 (Brokers’ Fees), (collectively, the “Specified System1 Representations”), (B) the representations and warranties of Protected contained in Section 6.01 (Corporate Organization of Protected) (which are not qualified by Material Adverse Effect), Section 6.03 (Due Authorization), Section 6.06 (Current Capitalization) and Section 6.23 (Brokers’ Fees), (collectively, the “Specified Protected Representations”), (C) the representations and warranties of each CSC Blocker; Court Square GP and Blocker Parent contained in Section 8.01(a) (Organization) (which are not qualified by material adverse effect), Section 8.01(b) (Due Authorization), Section 8.01(e) (Capitalization), Section 8.01(f) (Title to the S1 LLC Interests), Section 8.01(h) (Holding Company; Ownership) and Section 8.01(j) (Brokers’ Fees) (collectively, the “Specified CS Representations”), (D) the representations and warranties of OpenMail contained in Section 8.02(a) (Organization) (which are not qualified by material adverse effect), Section 8.02(b) (Due Authorization), 8.02(e) (Title to OpenMail S1 Units) and Section 8.02(g) (Brokers’ Fees) (collectively, the “Specified OM Representations”), (E) the representations and warranties of each Redeemed OM Member contained in Section 8.03(a) (Organization) (which are not qualified by material adverse effect), Section 8.03(b) (Due Authorization), Section 8.03(e) (Title to Redeemed OM Members S1 Units) and Section 8.03(g) (Brokers’ Fees) (collectively, the “Specified Redeemed OM Member Representations”), and (F) the representations and warranties of each Protected Rollover Party contained in Section 8.04(a) (Organization) (which are not qualified by material adverse effect), Section 8.04(b) (Due Authorization), 8.04(e) (Title to Protected Rollover Shares) and Section 8.04(g) (Brokers’ Fees) (collectively, the “Specified Protected Rollover Representations”), shall be true and correct (without giving any effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation set forth therein) in all material respects as of the Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such earlier date).

(ii)               The representations and warranties of (A) S1 Holdco contained in Section 5.01 (Corporate Organization of S1 Holdco) that are qualified by Material Adverse Effect and in Section 5.22(a) (No Material Adverse Effect), (B) Protected contained in Section 6.01 (Corporate Organization of Protected) that are qualified by Material Adverse Effect and in Section 5.22(a) (No Material Adverse Effect), (C) the CSC Blockers, Court Square GPs and Blocker Parents contained in Section 8.01(a) (Organization) that are qualified by material adverse effect, (D) OpenMail contained in Section 8.02(a) (Organization) that are qualified by material adverse effect, (E) Redeemed OM Members contained in Section 8.03(a) (Organization) that are qualified by material adverse effect, and (F) the Protected Rollover Parties contained in Section 8.04(a) (Organization) that are qualified by material adverse effect, shall be true and correct in all respects as of the Closing Date.

(iii)             Each of the representations and warranties of (A) S1 Holdco contained in Article V (other than the Specified System1 Representations and the representations and warranties of S1 Holdco contained in Section 5.01 that are qualified by Material Adverse Effect and in Section 5.22(a)), (B) Protected contained in Article VI (other than the Specified Protected Representations and the representations and warranties of Protected contained in Section 6.01 that are qualified by Material Adverse Effect and in Section 6.22(a)), (C) the CSC Blockers, Court Square GPs and Blocker Parents contained in Section 8.01 (other than the Specified CS Representations and the representations and warranties of the CSC Blockers, Court Square GPs and Blocker Parents contained in Section 8.01(a) that are qualified by material adverse effect), (D) OpenMail contained in Section 8.02(a) (other than the Specified OM Representations and the representations and warranties of OpenMail contained in Section 8.02(a) that are qualified by material adverse effect), (E) the Redeemed OM Members contained in Section 8.03 (other than the Specified Redeemed OM Member Representations and the representations and warranties of the Redeemed OM Members contained in Section 8.03(a) that are qualified by material adverse effect) and (F) the Protected Rollover Parties contained in Section 8.04 (other than the Specified Protected Rollover Representations and the representations and warranties contained in Section 8.04(a) that are qualified by material adverse effect) shall be true and correct (without giving any effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation set forth therein) as of the Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such earlier date), except, in either case, where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to result in, a Material Adverse Effect.

(b)                Agreements and Covenants. The respective covenants and agreements of S1 Holdco, Protected, each CSC Blocker, each Court Square GP, each Blocker Parent, OpenMail, the Redeemed OM Members and the Protected Rollover Parties in this Agreement to be performed as of or prior to the Closing shall have been performed in all material respects.

(c)                Officer’s Certificate. S1 Holdco, Protected, each CSC Blocker, each Court Square GP, each Blocker Parent, OpenMail, each Redeemed OM Member and each Protected Rollover Party shall have delivered to Trebia a certificate signed by an authorized officer of such Party, dated the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in Section 13.02(a) and Section 13.02(b) have been fulfilled with respect to such Party.

(d)                Closing Deliverables. Each other signatory thereto shall have delivered to Trebia an executed copy of the Stockholders Agreement, the Registration Rights Agreement, the New S1 Holdco Operating Agreement and the Tax Receivable Agreement, duly executed by such Person.

(e)                Equityholder Approvals. The S1 Holdco Written Consent and the Protected Written Consent shall have been obtained and delivered to Trebia.

(f)                 No Material Adverse Effect. Since the date of this Agreement, no Material Adverse Effect shall have occurred with respect to either S1 Holdco or Protected.

(g)                Renewal Contract. S1 Holdco or one or more of the System1 Subsidiaries will have entered into a Contract with the counterparty listed on Schedule 13.02(g)(i) of the Disclosure Schedules or one or more of its Affiliates on substantially the form provided to Trebia prior to the date hereof (the “New Contract”) and such New Contract shall provide for pricing which is not materially less favorable and a substantially similar scope of services (other than the removal of services for approved mobile applications), in each case, as compared to the pricing and scope of services contained in the Contract listed on Schedule 13.02(g)(ii) of the Disclosure Schedules (the “Existing Contract”) and a going forward term of the New Contract that expires no earlier than June 30, 2023.

(h)                Tax Certifications.

(i)                 Protected and each CSC Blocker shall have delivered to Trebia either (i) a duly executed Form W-9, or (ii) a certificate, dated as of the Closing Date, issued pursuant to Treasury Regulation Sections 1.897-2(h) and 1.1445-2(c)(3), including the required notice to the U.S. Internal Revenue Service, stating that an interest in Protected and such CSC Blocker is not a “U.S. real property interest” within the meaning of Section 897(c) of the Code.

(ii)               OpenMail and the holders of S1 Holdco Units shall have delivered to Trebia a duly executed statement, in a form reasonably acceptable to Trebia, that meets the requirements of Treasury Regulations Section 1.1445-2(b)(2) and Section 1446(f) of the Code, certifying that Seller is not a “foreign person” within the meaning of Section 1445.

Section 13.03.      Additional Conditions to the Obligations of S1 Holdco and Protected. The obligations of S1 Holdco and Protected to consummate or cause to be consummated the Transactions is subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by the mutual agreement of S1 Holdco and Protected.

(a)                Representations and Warranties.

(i)                 Each of the representations and warranties of the Trebia Parties contained in Article VII (other than the representations and warranties of Trebia contained in Section 7.01 (Corporate Organization) that are not qualified by Trebia Material Adverse Effect, Section 7.02 (Due Authorization), Section 7.08 (Brokers’ Fees) (collectively, the “Specified Trebia Representations”) and Section 7.13 (Capitalization)) shall be true and correct (without giving any effect to any limitation as to “materiality” or “Trebia Material Adverse Effect” or any similar limitation set forth therein) as of the Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such earlier date) except, in any case, where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Trebia Material Adverse Effect.

(ii)               The Specified Trebia Representations shall be true and correct (without giving any effect to any limitation as to “materiality” or “Trebia Material Adverse Effect” or any similar limitation set forth therein) in all material respects as of the Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such earlier date).

(iii)             The representations and warranties of Trebia contained in Section 7.13 (Capitalization) shall be true and correct other than de minimis inaccuracies, as of the Closing Date, as though then made.

(b)                Agreements and Covenants. The covenants and agreements of the Trebia Parties in this Agreement to be performed as of or prior to the Closing shall have been performed in all material respects.

(c)                Officer’s Certificate. Trebia shall have delivered to S1 Holdco and Protected a certificate signed by an authorized officer of Trebia, to the knowledge and belief of such officer, the conditions specified in Section 13.03(a), Section 13.03(b) and Section 13.03(c) have been fulfilled.

(d)                Sponsor Agreement. Each of the covenants of each of the parties to the Sponsor Agreement required under the Sponsor Agreement to be performed as of or prior to the Closing shall have been performed in all material respects, and none of the parties thereto shall have threatened (orally or in writing) (i) that the Sponsor Agreement is not valid, binding and in full force and effect, or (ii) to terminate the Sponsor Agreement.

(e)                Closing Deliverables. Each other signatory thereto shall have delivered to S1 Holdco an executed copy of the Stockholders Agreement, the New S1 Holdco Operating Agreement, the Tax Receivable Agreement, and the Registration Rights Agreement and shall have delivered to S1 Holdco, duly executed by each such Person.

(f)                 Domestication. The Domestication shall have occurred as provided in Section 2.01 and a time-stamped copy of the certificate issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to S1 Holdco and Protected.

Section 13.04.      Additional Conditions to the Obligations of the CSC Blockers, Court Square GPs, Blocker Parents, OpenMail, the Redeemed OM Members and the Protected Rollover Parties. The obligation of CSC Blockers, Court Square GPs, Blocker Parents, OpenMail, the Redeemed OM Members and the Protected Rollover Parties to consummate or cause to be consummated the Transactions is subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by the CSC Blockers, Court Square GPs, Blocker Parents, OpenMail, the Redeemed OM Members and the Protected Rollover Parties.

(a)                Representations and Warranties.

(i)                 Each of the Specified Trebia Representations, shall be true and correct (without giving any effect to any limitation as to “materiality” or “Trebia Material Adverse Effect” or any similar limitation set forth therein) in all material respects as of the Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such earlier date) except, in any case, where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Trebia Material Adverse Effect.

(ii)               The Specified Trebia Representations shall be true and correct (without giving any effect to any limitation as to “materiality” or “Trebia Material Adverse Effect” or any similar limitation set forth therein) in all material respects as of the Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such earlier date).

(iii)             The representations and warranties of Trebia contained in Section 7.13 (Capitalization) shall be true and correct other than de minimis inaccuracies, as of the Closing Date, as though then made.

(b)                Agreements and Covenants. The covenants and agreements of the Trebia Parties in this Agreement to be performed as of or prior to the Closing shall have been performed in all material respects.

(c)                Domestication. The Domestication shall have occurred as provided in Section 2.01.

Section 13.05.      Frustration of Conditions. None of the Trebia Parties, S1 Holdco, Protected, the CSC Blockers, the Court Square GPs, the Blocker Parents, OpenMail, the Redeemed OM Members and the Protected Rollover Parties may rely on the failure of any condition set forth in this Article XIII to be satisfied if such failure was caused by such Party’s failure to act in good faith or to use its commercially reasonable efforts to cause the conditions of the other Party to be satisfied, as required by Section 12.01(g).

Article XIV
Termination/Effectiveness

Section 14.01.      Termination. This Agreement may be terminated and the transactions contemplated hereby abandoned:

(a)                by written consent of S1 Holdco, Protected and Trebia;

(b)                prior to the Closing, by written notice to S1 Holdco and Protected from Trebia if:

(i)                 there is any breach of any representation, warranty, covenant or agreement on the part of S1 Holdco, Protected, any CSC Blocker, any Court Square GP, any Blocker Parent or OpenMail set forth in this Agreement, such that the conditions specified in Section 13.02(a) or Section 13.02(b), would not be satisfied at the Closing (a “Terminating System1/Protected Breach”), except that, if such Terminating System1/Protected Breach is curable by the breaching Party through the exercise of its commercially reasonable efforts, then, for a period of up to thirty (30) days (or any shorter period of the time that remains between the date Trebia provides written notice of such violation or breach and the Termination Date) after receipt by S1 Holdco and Protected of notice from Trebia of such breach, but only as long as the breaching Party continues to use its commercially reasonable efforts to cure such Terminating System1/Protected Breach (the “System1/Protected Cure Period”), such termination shall not be effective, and such termination shall become effective only if the Terminating System1/Protected Breach is not cured within the System1/Protected Cure Period;

(ii)               the Closing has not occurred on or before March 28, 2022 (the “Termination Date”).

(iii)             the consummation of the Transactions is permanently enjoined or prohibited by the terms of a final, non-appealable Governmental Order or a statute, rule or regulation; provided, that, the right to terminate this Agreement under subsection (i), (ii) or (iii) of this Section 14.01(b) shall not be available if Trebia’s failure to fulfill any obligation under this Agreement has been the primary cause of, or primarily resulted in, the failure of the Closing to occur on or before such date;

(c)                prior to the Closing, by written notice to Trebia from S1 Holdco or Protected if

(i)                 there is any breach of any representation, warranty, covenant or agreement on the part of Trebia set forth in this Agreement, such that the conditions specified in Section 13.03(a) or Section 13.03(b) would not be satisfied at the Closing (a “Terminating Trebia Breach”), except that, if such Terminating Trebia Breach is curable by Trebia through the exercise of its commercially reasonable efforts, then, for a period of up to thirty (30) days (or any shorter period of the time that remains between the date S1 Holdco or Protected provides written notice of such violation or breach and the Termination Date) after receipt by Trebia of notice from S1 Holdco or Protected of such breach, but only as long as Trebia continues to use its commercially reasonable efforts to cure such Terminating Trebia Breach (the “Trebia Cure Period”), such termination shall not be effective, and such termination shall become effective only if the Terminating Trebia Breach is not cured within the Trebia Cure Period;

(ii)               the Closing has not occurred on or before Termination Date; or

(iii)             the consummation of the Transactions is permanently enjoined or prohibited by the terms of a final, non-appealable Governmental Order or a statute, rule or regulation; provided, that, the right to terminate this Agreement under subsection (i), (ii) or (iii) of this Section 14.01(c) shall not be available if S1 Holdco’s or Protected’s failure to fulfill any obligation under this Agreement has been the primary cause of, or primarily resulted in, the failure of the Closing to occur on or before such date; or

(d)                by written notice from S1 Holdco, Protected or Trebia to the other Parties if the Required Trebia Shareholder Approvals are not obtained at the Special Meeting (subject to any adjournment, postponement or recess of the meeting); provided, that, the right to terminate this Agreement under this Section 14.01(d) shall not be available to Trebia if, at the time of such termination, Trebia is in breach of Section 12.03.

(e)                by Trebia if (i) any of the S1 Holdco Written Consent, the Court Square GPs’ Written Consent, or the Blocker Parents’ Written Consent is not delivered to Trebia within forty-eight hours of the date hereof, or (ii) the Protected Written Consent is not delivered to Trebia within two (2) Business Days following the SEC Clearance Date.

Section 14.02.      Effect of Termination. Except as otherwise set forth in this Section 14.02 or Section 15.13, in the event of the termination of this Agreement pursuant to Section 14.01, this Agreement shall forthwith become void and have no effect, without any liability on the part of any Party or its respective Affiliates, officers, directors, employees or stockholders, other than liability of any Party for any Willful Breach of this Agreement by such Party occurring prior to such termination. The term “Willful Breach” means a Party’s material breach of any of its representations or warranties as set forth in this Agreement, or such Party’s material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such Party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this Agreement. The provisions of Section 9.03 (No Claim Against the Trust Account), Section 12.06 (Confidentiality; Publicity), this Section 14.02 (Effect of Termination) and Article XV (collectively, the “Surviving Provisions”) and the Confidentiality Agreement, and any other Section or Article of this Agreement referenced in the Surviving Provisions which is required to survive in order to give appropriate effect to the Surviving Provisions, shall in each case survive any termination of this Agreement.

Article XV
Miscellaneous

Section 15.01.      Waiver. Any Party may, at any time prior to the Closing, by action taken by its board of directors or equivalent governing body or authority, or officers thereunto duly authorized, waive any of the terms or conditions of this Agreement by an agreement in writing executed in the same manner (but not necessarily by the same Persons) as this Agreement.

Section 15.02.      Notices. All notices and other communications among the Parties shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service or (iv) when e-mailed during normal business hours (unless the sender receives a “bounceback” or similar indication that the email was not delivered to the recipient) (and otherwise as of the immediately following Business Day), addressed as follows:

(a)                If to Trebia, or to any of the other Trebia Parties, to: