FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 19th, 2021 • Red Violet, Inc. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 19, 2021, between Red Violet, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).1
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 27th, 2018 • Red Violet, Inc. • Services-prepackaged software • Delaware
This INDEMNIFICATION AGREEMENT (“Agreement”), dated as of [DATE], is by and between Red Violet, Inc., a Delaware corporation (the “Company”) and [NAME OF DIRECTOR/OFFICER] (the “Indemnitee”).
AMENDED AND RESTATED TAX MATTERS AGREEMENT by and among Cogint, Inc. and Red Violet, Inc. Dated as of February 27, 2018Tax Matters Agreement • February 28th, 2018 • Red Violet, Inc. • Services-prepackaged software • Delaware
THIS AMENDED AND RESTATED TAX MATTERS AGREEMENT (this “Agreement”), dated as of February 27, 2018 amends that certain Tax Matters Agreement dated September 6, 2017 and is by and among Cogint, Inc., a Delaware corporation (“Cogint”), and Red Violet, Inc., a Delaware corporation (“SpinCo”). Each of Cogint and SpinCo is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • August 5th, 2019 • Red Violet, Inc. • Services-prepackaged software • Florida
This Employment Agreement (this “Agreement”) is made and entered into on April 9, 2019, by and between Red Violet, Inc., a Delaware corporation (the “Company”) and the individual identified on Exhibit A, attached hereto (the “Executive”) and is effective as of the Effective Date (as hereinafter defined).
EMPLOYEE MATTERS AGREEMENT by and between COGINT, INC. and RED VIOLET, INC. dated as of February 27, 2018Employee Matters Agreement • February 28th, 2018 • Red Violet, Inc. • Services-prepackaged software • Delaware
This EMPLOYEE MATTERS AGREEMENT, dated as of February 27, 2018 (this “Agreement”), is entered into by and between Cogint, Inc., a Delaware corporation (“Cogint”) and Red Violet, Inc., a Delaware corporation (“SpinCo”). Each of Cogint and SpinCo is referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used in this Agreement and not otherwise defined have the meanings ascribed to such terms in the Separation Agreement (as defined below).
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THERestricted Stock Unit Agreement • March 12th, 2020 • Red Violet, Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT is made as of the 28th day of October, 2019, between Red Violet, Inc. (“Company”), a Delaware corporation, and ______________ (“Participant”). Capitalized terms not defined herein shall have the meaning ascribed thereto in the Red Violet, Inc. 2018 Stock Incentive Plan (as amended from time to time, the “Plan”). This Agreement shall be effective as of the date hereof (“Effective Date”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • March 5th, 2018 • Red Violet, Inc. • Services-prepackaged software • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is made as of February 27, 2018 by and between COGINT, INC., a Delaware corporation (“Parent”) and RED VIOLET, INC., a Delaware corporation (“Company”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 10th, 2021 • Red Violet, Inc. • Services-prepackaged software
This First Amendment to Employment Agreement (the "Amendment") is made as of November 9, 2020 (the “First Amendment Effective Date”) by and between Red Violet, Inc., a Delaware corporation (the "Company"), and James Reilly (the "Executive"). Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them in the Employment Agreement (defined below).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 7th, 2023 • Red Violet, Inc. • Services-prepackaged software
This Second Amendment to Employment Agreement (the "Amendment") is made as of May 8, 2023 (the “Second Amendment Effective Date”) by and between Red Violet, Inc., a Delaware corporation (the "Company"), and Daniel MacLachlan (the "Executive"). Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them in the Employment Agreement (defined below).
FORM OF RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE RED VIOLET, INC. 2018 STOCK INCENTIVE PLANRestricted Stock Unit Agreement • January 9th, 2018 • Red Violet, Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT made as of the [●]day of [●], [●], between Red Violet, Inc., a Delaware corporation, (“Company”), and the individual whose name and signature appears on the signature page attached hereto (“Participant”). Capitalized terms not defined herein shall have the meaning ascribed thereto in the Red Violet, Inc. Stock Incentive Plan (as amended to date, the “Plan”). This Agreement shall be effective as of the date hereof (“Effective Date”).
EXECUTIVE CHAIRMAN SERVICES AGREEMENTExecutive Chairman Services Agreement • August 8th, 2018 • Red Violet, Inc. • Services-prepackaged software
This Executive Chairman Services Agreement (the "Agreement") is entered into effective as of August 7, 2018 (the "Effective Date") by and between Red Violet, Inc., a Delaware corporation (the "Company") and Michael Brauser, (the "Executive Chairman"). Each of the Company and the Executive Chairman are hereinafter a "Party" and collectively the "Parties."
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • March 27th, 2018 • Red Violet, Inc. • Services-prepackaged software • Delaware
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of March 26, 2018, by and among Cogint, Inc., a Delaware corporation (“Cogint”), Red Violet, Inc., a Delaware corporation (“SpinCo”) and the Cogint Entities listed on Schedule A hereto (collectively with Cogint, the “Cogint Group” and each, a “Cogint Entity”). Capitalized terms used in this Agreement and not otherwise defined have the meanings ascribed to such terms in the Separation Agreement (as defined below).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 7th, 2023 • Red Violet, Inc. • Services-prepackaged software
This Second Amendment to Employment Agreement (the "Amendment") is made as of May 8, 2023 (the “Second Amendment Effective Date”) by and between Red Violet, Inc., a Delaware corporation (the "Company"), and Jeffrey Dell (the "Executive"). Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them in the Employment Agreement (defined below).
SEPARATION AND DISTRIBUTION AGREEMENT by and among COGINT, INC. and RED VIOLET, INC. Dated as of February 27, 2018Separation and Distribution Agreement • February 28th, 2018 • Red Violet, Inc. • Services-prepackaged software • Delaware
THIS SEPARATION AND DISTRIBUTION AGREEMENT, dated as of February 27, 2018 (this “Agreement”), is entered into by and among Cogint, Inc., a Delaware corporation (“Cogint”), and Red Violet, Inc., a Delaware corporation and a wholly-owned Subsidiary of Cogint (“SpinCo”). Each of the foregoing parties is referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used in this Agreement and not otherwise defined have the meanings ascribed to such terms in Article I of this Agreement.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 10th, 2021 • Red Violet, Inc. • Services-prepackaged software
This First Amendment to Employment Agreement (the "Amendment") is made as of November 9, 2020 (the “First Amendment Effective Date”) by and between Red Violet, Inc., a Delaware corporation (the "Company"), and Jeffrey Dell (the "Executive"). Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them in the Employment Agreement (defined below).
SEPARATION AGREEMENTSeparation Agreement • February 17th, 2021 • Red Violet, Inc. • Services-prepackaged software • Delaware
This Separation Agreement (“Agreement”) dated as of February 16, 2021 (“Effective Date”), is made by and among Red Violet, Inc. (the “Company”) and Michael Brauser (“Brauser”), each referred to as a “Party” and collectively, the “Parties.”
FORM OF RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE RED VIOLET, INC. 2018 STOCK INCENTIVE PLANRestricted Stock Unit Agreement • February 28th, 2018 • Red Violet, Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT made as of the [●]day of [●], [●], between Red Violet, Inc., a Delaware corporation, (“Company”), and the individual whose name and signature appears on the signature page attached hereto (“Participant”). Capitalized terms not defined herein shall have the meaning ascribed thereto in the Red Violet, Inc. Stock Incentive Plan (as amended to date, the “Plan”). This Agreement shall be effective as of the date hereof (“Effective Date”).
THIRD AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 8th, 2024 • Red Violet, Inc. • Services-prepackaged software
This Third Amendment to Employment Agreement (the "Amendment") is made as of March 5, 2024 (the “Third Amendment Effective Date”) by and between Red Violet, Inc., a Delaware corporation (the "Company"), and Jeffrey Dell (the "Executive"). Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them in the Employment Agreement (defined below).
