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.”
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).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • February 28th, 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”).
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.
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”).
