SYSTEM1, INC. : Change of Directors or Principal Officers, Financial Statements and Exhibits (Form 8-K)

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Item 5.02          Departure of Directors or Certain Officers; Election of Directors;
                   Appointment of Certain Officers; Compensatory Arrangements of Certain
                   Officers.


On November 2, 2022, Paul FilsingerPresident of System1, Inc. (the “Company”), has notified the Company that he is resigning as President of the Company effective the close of business on November 30, 2022to seize other opportunities. Mr Filsinger will continue to provide transition and strategic advisory services to the Company for a period of five months following his resignation pursuant to a transition and advisory services agreement (the “Transition Agreement”) entered into between Mr Filsinger and the Company.

In consideration for the provision of such transition and advisory services and a release of claims against the Company, Mr Filsinger will receive (i) a monthly allowance in the amount of $29,165 through January 31, 2023which is equal to his current monthly base salary and (ii) a lump sum payment of $320,835 on or about February 15, 2023which reflects an amount equal to the balance of At Mr. Filsinger’s current base salary that would have been payable at Mr Filsinger through December 31, 2023.

In addition, Mr Filsinger will also (i) be entitled to his annual bonus for the financial year 2022, which will be paid in an amount and in a manner consistent with the annual bonus payable to the Chief Financial Officer of the Company in terms of target bonus payout percentage , (ii) will receive grants sponsored by the COBRA Coverage Company for himself and his eligible dependents through December 31, 2023 or (if earlier) the date on which Mr Filsinger becomes eligible for coverage by another employer, (iii) be entitled to continued vesting of his outstanding but unvested restricted stock unit awards during the term of the transition agreement and (iv) be entitled upon full vesting of his outstanding but unvested F unit awards in S1 Holdco, LLC (the Company’s successor entity prior to the closing of its SPAC transaction on
January 272022).

The description of the Transition Agreement is qualified in its entirety by reference to the full text of the Transition Agreement, a copy of which is filed as Exhibit 10.1 to this Report and incorporated herein by reference.

Item 9.01 – Financial statements and supporting documents

(d) Exhibits.

Exhibit No.             Description
  10.1                    Transition and Advisory Services Agreement
104                     Cover Page Interactive Data File (embedded within the Inline XBRL document).


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