SHAREHOLDERS AGREEMENT DATED AS OF JANUARY 27, 2022 AMONG SYSTEM1, INC. AND THE OTHER PARTIES HERETOShareholders Agreement • February 7th, 2022 • BGPT Trebia LP • Services-computer programming, data processing, etc. • New York
This Shareholders Agreement is entered into as of January 27, 2022 by and among System1, Inc., a Delaware corporation (the “Company”), Trasimene Trebia, LP, a Delaware limited partnership (“Trasimene”), BGPT Trebia LP, a Cayman Islands limited partnership (“BGPT,” and together with Trasimene, the “Trebia Sponsors”), Cannae Holdings, Inc., a Delaware corporation (“Cannae”), Michael Blend (“Mr. Blend”), Chuck Ursini (“Mr. Ursini”), Nick Baker (“Mr. Baker”), and Just Develop It Ltd., a United Kingdom private limited company (“JDI,” and together with Mr. Blend, Mr. Ursini and Mr. Baker, the “Founder Shareholders”).
Joint Filing AgreementJoint Filing Agreement • February 7th, 2022 • BGPT Trebia LP • Services-computer programming, data processing, etc.
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 13d-1(k)(1) thereunder, the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13(d) of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to the shares of class A common stock, par value $0.0001 per share, of System1, Inc., a Delaware corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or ha
