COGINT, INC. (NASDAQ:COGT) Files An 8-K Entry into a Material Definitive Agreement

COGINT, INC. (NASDAQ:COGT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

the Company and Red Violet having received any necessary permits and authorizations under the securities or “blue sky” laws of the United States and comparable laws of any other applicable jurisdiction and all such permits and authorizations being in effect.
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Termination

The Separation Agreement will terminate without further action at any time upon the mutual written agreement of the parties. In the event of such a termination, neither party will have any further liability to the other party.

The description of the Separation and Distribution Agreement contained in this Form8-Kdoes not purport to be complete and is qualified in its entirety by reference to the Separation and Distribution Agreement, which is filed as Exhibit 10.1 to this Form8-Kand is incorporated herein by reference.

Amended and Restated Tax Matters Agreement

The Tax Matters Agreement generally sets out the respective rights, responsibilities, and obligations of the Company and Red Violet with respect to taxes (including taxes arising in the ordinary course of business and taxes incurred as a result of the Spin-off), tax attributes, tax returns, tax contests and certain other related tax matters.

The Tax Matters Agreement allocates responsibility for the preparation and filing of certain tax returns (and the payment of taxes reflected thereon), including the Company’s consolidated federal income tax return, tax returns associated with both the digital marketing business and the risk management business, and tax returns associated with either the digital marketing business or the risk management business, and provides for certain reimbursements by the parties.

Upon the Spin-Off, the Company will generally be liable for its own taxes and taxes of all of its subsidiaries (other than Red Violet and the Red Violet Subsidiaries, the taxes for which Red Violet shall be liable) for all tax periods (or portion thereof) ending on the date of the Separation. Red Violet, however, will be responsible for its taxes and for taxes of the Red Violet Subsidiaries, for taxes attributable to the risk management business, and for taxes of the Company arising as a result of the Spin-off and certain related transactions (including any taxes resulting from an election under section 336(e) of the Internal Revenue Code of 1986, as amended in connection with the Spin-off) (taking into account the availability of net operating losses to offset taxable income from the Spin-off and such related transactions). Red Violet will bear liability for any transfer taxes incurred in the Spin-off and certain related transactions.

Each of the Company and Red Violet will indemnify each other against any taxes allocated to such party under the Amended and Restated Tax Matters Agreement or arising from any breach of its covenants thereunder, and related out-of-pocket costs and expenses.

The description of the Amended and Restated Tax Matters Agreement contained in this Form 8-K does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Tax Matters Agreement, which is filed as Exhibit 10.2 to this Form 8-K and is incorporated herein by reference.

Employee Matters Agreement

The Employee Matters Agreement generally sets out the respective rights, responsibilities, and obligations of the Company and Red Violet with respect to the transfer of certain employees engaged in the risk management business and related matters including benefit plans, terms of employment, equity awards, retirement plans and other employment-related matters.

Upon the Spin-off, Red Violet will assume or retain responsibility as employer of certain employees whose duties primarily relate to the risk management business as well as all obligations and liabilities with respect to (i)the employment or retention of Red Violet employees, including liabilities for any employment claims of current or former Red Violet employees, (ii)the Red Violet benefit plans, (iii)all employment related or individual compensatory agreements between any current or former employee of the Company or any of its affiliates that is not exclusively related to the digital marketing business, and (iv)any other liabilities expressly assigned to Red Violet under the Employee Matters Agreement.

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Red Violet employees will cease to participate in any Company employee benefit plans, and will instead be entitled to participate in employee benefit plans established or maintained by Red Violet. Red Violet employees will be entitled to credit for prior service to the extent afforded under any Company plans for purposes of eligibility to participate and vesting, except to the extent such credit would result in the duplication of benefits for the same period of service.

The description of the Employee Matters Agreement contained in this Form 8-K does not purport to be complete and is qualified in its entirety by reference to the Employee Matters Agreement, which is filed as Exhibit 10.3 to this Form 8-K and is incorporated herein by reference.

Transition Services Agreement

The Transition Services Agreement generally sets out the respective rights, responsibilities, and obligations of the Company and Red Violet with respect to the certain support services to be provided by each other to one another after the Spin-off, as may be necessary to ensure the orderly transition under the Separation Agreement.

The Transition Services Agreement establishes a baseline charge for certain categories or components of services to be provided. Any services provided beyond the services covered will be billed at a negotiated rate, which will not be less favorable than the rate the Company or Red Violet would have received for such service from a third party.

The Transition Services Agreement will be effective upon the Spin-off and will continue for a minimum term of one year, provided that the Company or Red Violet may terminate the Transition Services Agreement with respect to any or all services provided thereunder at any time upon thirty (30)days prior written notice to the other party. Additionally, either party may renew or extend the term of the Transition Services Agreement with respect to the provision of any service which have not been previously terminated.

The description of the Transition Services Agreement contained in this Form 8-K does not purport to be complete and is qualified in its entirety by reference to the Transition Services Agreement, which is filed as Exhibit 10.4 to this Form 8-K and is incorporated herein by reference.

Item 1.01 Financial Statements and Exhibits.

The following exhibits are furnished as part of this report:

Exhibit No.

Exhibit Description

10.1 Separation and Distribution Agreement dated February27, 2018, by and among Cogint, Inc. and Red Violet, Inc.
10.2 Amended and Restated Tax Matters Agreement dated February27, 2018, by and among Cogint, Inc. and Red Violet, Inc.
10.3 Employee Matters Agreement dated February27, 2018, by and among Cogint, Inc. and Red Violet, Inc.
10.4 Transition Services Agreement dated February27, 2018, by and among Cogint, Inc. and Red Violet, Inc.

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Cogint, Inc. Exhibit
EX-10.1 2 d521097dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 Execution Version SEPARATION AND DISTRIBUTION AGREEMENT by and among COGINT,…
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