BACKSTOP FACILITY AGREEMENTBackstop Facility Agreement • January 10th, 2022 • Trebia Acquisition Corp. • Services-computer programming, data processing, etc. • Delaware
This Amended & Restated Backstop Facility Agreement (this “Agreement”) is entered into as of January 10, 2022, by and between Trebia Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cannae Holdings, Inc., a Delaware corporation (the “Purchaser”), and amends and restates in its entirety that certain Backstop Facility Agreement (the “Original Agreement”), dated as of June 28, 2021, by and between the Company and the Purchaser. Capitalized terms used but not initially defined in this Agreement shall have the meaning ascribed to such terms in that certain Business Combination Agreement, dated as of June 28, 2021 and amended on November 30, 2021, by and among the Company, S1 Holdco LLC, a Delaware limited liability company (“S1 Holdco”), System1 SS Protect Holdings, Inc., a Delaware corporation (“Protected”), and the other parties named therein (as amended, modified, supplemented or waived from time to time in accordance with its terms, the “Business Combination Agr
January 10, 2022 Trebia Acquisition Corp. New York, NY 10010 S1 Holdco LLC System1 SS Protect Holdings, Inc. Re: Amended and Restated Sponsor Agreement Ladies and Gentlemen:Sponsor Agreement • January 10th, 2022 • Trebia Acquisition Corp. • Services-computer programming, data processing, etc.
This amended and restated letter (this “Sponsor Agreement”) is being delivered to you in accordance with that certain Business Combination Agreement (the “BCA”), dated as of June 28, 2021, as amended on November 30, 2021 and as further amended on the date hereof, by and among Trebia Acquisition Corp., a Cayman Islands exempted company (“Trebia”), S1 Holdco, LLC, a Delaware limited liability company (“S1 Holdco”), Orchid Merger Sub I, Inc., a Delaware corporation and direct, wholly owned subsidiary of Trebia, Orchid Merger Sub II, LLC, a Delaware limited liability company, Orchid Finco LLC, a Delaware limited liability company, System1 SS Protect Holdings, Inc., a Delaware corporation (“Protected”), Trasimene Trebia, LP, a Delaware limited partnership (the “T Sponsor”) BGPT Trebia LP, a Cayman Islands exempted limited partnership (the “B Sponsor” and together with the T Sponsor, the “Sponsors”) and the Protected Rollover Parties (as defined in the BCA), and hereby amends and restates in
AMENDMENT NO. 2 TO THE BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • January 10th, 2022 • Trebia Acquisition Corp. • Services-computer programming, data processing, etc.
This AMENDMENT NO. 2 TO THE BUSINESS COMBINATION AGREEMENT (this “Amendment”), effective as of January 10, 2022, amends the Business Combination Agreement (the “Agreement”), dated as of June 28, 2021, as amended November 30, 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”), 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 corpo
