TAX MATTERS AGREEMENTTax Matters Agreement • September 7th, 2017 • Cogint, Inc. • Services-advertising • Delaware
THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of September 6, 2017, 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.”
EMPLOYEE MATTERS AGREEMENT by and between COGINT, INC. and RED VIOLET, INC. dated as of September 6, 2017Employee Matters Agreement • September 7th, 2017 • Cogint, Inc. • Services-advertising • Delaware
This EMPLOYEE MATTERS AGREEMENT, dated as of September 6, 2017 (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).
SEPARATION AND DISTRIBUTION AGREEMENT by and among COGINT, INC. and RED VIOLET, INC. Dated as of September 6, 2017Separation and Distribution Agreement • September 7th, 2017 • Cogint, Inc. • Services-advertising • Delaware
THIS SEPARATION AND DISTRIBUTION AGREEMENT, dated as of September 6, 2017 (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.
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • September 7th, 2017 • Cogint, Inc. • Services-advertising
This Consulting Services Agreement (the “Agreement”) is entered into effective as of June 23, 2017 (the “Effective Date”) by and between Cogint, Inc., a Delaware corporation (the “Company”) and Michael Brauser, (the “Consultant”). Each of the Company and the Consultant are hereinafter a “Party” and collectively the “Parties.”
STOCKHOLDERS’ AGREEMENT by and among BLUEFOCUS INTERNATIONAL LIMITED, COGINT, INC. and THE PERSONS LISTED ON SCHEDULE I ATTACHED HERETO dated as of September 6, 2017Stockholders’ Agreement • September 7th, 2017 • Cogint, Inc. • Services-advertising • Delaware
This STOCKHOLDERS’ AGREEMENT (this “Agreement”), is made and entered into as of September 6, 2017, but shall become effective as of the Closing date, by and among BlueFocus International Limited, a private company limited by shares registered in Hong Kong (the “Parent”), Cogint, Inc., a Delaware corporation (the “Company”) and the Persons listed on Schedule I attached hereto (the “Legacy Stockholders”).
WRITTEN CONSENT AND VOTING AGREEMENT by and between BLUEFOCUS INTERNATIONAL LIMITED and THE STOCKHOLDER NAMED HEREIN dated as of September 6, 2017Consent and Voting Agreement • September 7th, 2017 • Cogint, Inc. • Services-advertising • Delaware
This WRITTEN CONSENT AND VOTING AGREEMENT (this “Agreement”), is made and entered into as of September 6, 2017, by and between BlueFocus International Limited, a private company limited by shares registered in Hong Kong (the “Parent”), and the stockholder of the Company (as hereafter defined) identified on this signature page hereto (the “Stockholder”).
BUSINESS COMBINATION AGREEMENT by and between BLUEFOCUS INTERNATIONAL LIMITED and COGINT, INC. Dated as of September 6, 2017Business Combination Agreement • September 7th, 2017 • Cogint, Inc. • Services-advertising • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”) is made and entered into as of September 6, 2017, by and between BlueFocus International Limited, a private company limited by shares registered in Hong Kong (the “Parent”), and Cogint, Inc., a Delaware corporation (the “Company”). Each of the Parent and the Company are sometimes referred to as a “Party.” All capitalized terms that are used but not otherwise defined in this Agreement have the respective meanings given to them in Article I.
Third Amendment to Employment AgreementEmployment Agreement • September 7th, 2017 • Cogint, Inc. • Services-advertising
This Third Amendment to Employment Agreement is made as of the 6th day of September, 2017 (the “Third Amendment Effective Date”) by and between Cogint, Inc., a Delaware corporation (the “Company”), and James Reilly (the “Employee”). Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them in the Employment Agreement (defined below).
