Cogint, Inc. (NASDAQ:COGT) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
| • | The Parent must pay the Company a termination fee of $5million if (i)there is an injunction or prohibition, or a necessary governmental consent is not obtained, in each case which would permit the Company to terminate the Agreement and such injunction, prohibition or consent, is imposed by the government of China or the Shenzhen Stock Exchange, (ii)the Company terminates the agreement due to Parent’s breach of its covenant with respect to incurrence of indebtedness for borrowed money, or (iii)the Company terminates the Agreement due to a failure by the Parent to consummate the Business Combination Transaction upon the satisfaction of all Parent’s closing conditions after receiving notice thereof. |
| • | Neither party has any liability following termination except for liability for fraud or intentional breach before such termination, subject to the survival of certain provisions, and with respect to any termination fees, if due. |
8
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| September7, 2017 | Cogint, Inc. |
| By: |
/s/ Derek Dubner |
| Name: | Derek Dubner |
| Title: | Chief Executive Officer |
9
ExhibitIndex
| ExhibitNo |
Exhibit Description |
| 2.1 | Business Combination Agreement dated September6, 2017, by and among Cogint, Inc., and BlueFocus International Limited. |
| 3.1 | Form of Amended and Restated Certificate of Incorporation. |
| 3.2 | Form of Amendment to Amended and Restated Certificate of Incorporation. |
| 3.3 | Form of Amended and Restated Bylaws. |
| 10.1 | Written Consent and Voting Agreement dated September6, 2017, by and among certain Consenting Stockholders and Blue Focus International Limited. |
| 10.2 | Stockholders’ Agreement dated September6, 2017, by and among certain Consenting Stockholders and BlueFocus International Limited. |
| 10.3 | Separation and Distribution Agreement dated September6, 2017, by and among Cogint, Inc. and Red Violet, Inc. |
| 10.4 | Tax Matters Agreement dated September6, 2017, by and among Cogint, Inc. and Red Violet, Inc. |
| 10.5 | Employee Matters Agreement dated September6, 2017, by and among Cogint, Inc. and Red Violet, Inc. |
| 10.6 | Third Amendment to Employment Agreement dated September6, 2017, by and between Cogint, Inc. and James Reilly. |
| 10.7 | Consulting Services Agreement, effective as of June23, 2017, by and between Cogint, Inc. and Michael Brauser. |
| 99.1 | Press Release of Cogint, Inc. dated September 7, 2017. |
The schedules to the Agreement have been omitted from this filing Cogint, Inc. ExhibitEX-2.1 2 d434409dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT by and between BLUEFOCUS INTERNATIONAL LIMITED and COGINT,…To view the full exhibit click here
|
