Item 1.01 Entry into a Material Definitive Agreement.
LegalSimpli Software Restructuring Transaction
Effective
Membership Interest Exchange Agreement
Effective
Membership Interest Purchase Agreements
On the Effective Date, in furtherance of the LSS Restructuring, CVLB PR entered
into a Membership Interest Purchase Agreement with LSS, (the "CVLB PR MIPA"),
pursuant to which CVLB PR purchased 12,000 membership interests of LSS for an
aggregate purchase price of
Concurrently, in furtherance of the LSS Restructuring, CVLB PR entered into two
Membership Interest Purchase Agreements (the "Founding Members MIPAs") with two
founding members of LSS (the "Founding Members") whereby CVLB PR purchased from
the Founding Members an aggregate of 2,183 membership interests of LSS for an
aggregate purchase price of
Following the consummation of the LSS Restructuring, CVLB PR will increase its ownership of LSS from 51% to approximately 85.58% on a fully diluted basis. LSS entered into an amendment to its operating agreement (the "LSS Operating Agreement Amendment") to reflect the foregoing.
LSS Option Agreements
Concurrently, CVLB PR entered into option agreements with
The Fitzpatrick Options vest in accordance with the following (i) 3,434
membership interests upon LSS achieving
The Pathak Options shall vest in accordance with the following (i) 700
membership interests upon LSS achieving
Upon vesting, the Fitzpatrick Options and the Pathak Options provide for the potential re-purchase of up to an additional 13.25%% of LSS by Fitzpatrick and Pathak in the aggregate with CVLB PR ownership ratably reduced to approximately 72.98%.
The foregoing provides only brief descriptions of the material terms of the LSS Restructuring, and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the full text of the forms of the CVLB PR Exchange Agreement, the CVLB PR MIPA, the Founding Members MIPA, the LSS Operating Agreement Amendment, the Fitzpatrick Option Agreement and Pathak Option Agreement filed as exhibits to this Current Report on Form 8-K, and are incorporated herein by reference.
Item 2.03 Creation of Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The disclosure provided under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01 Other Events.
On
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description 10.1 Form of CVLB PR Exchange Agreement (Incorporated herein by reference to Exhibit 10.1 filed with the Company's Current Report on Form 8-K filed onJanuary 26, 2021 ) 10.2 Form of CVLB PR MIPA (Incorporated herein by reference to Exhibit 10.2 filed with the Company's Current Report on Form 8-K filed onJanuary 26, 2021 ) 10.3 Form of Founding Members MIPA (Incorporated herein by reference to Exhibit 10.3 filed with the Company's Current Report on Form 8-K filed onJanuary 26, 2021 ) 10.4* Amendment to LSS Operating Agreement 10.5* Fitzpatrick Option Agreement 10.6* Pathak Option Agreement 99.1* Press Release datedJanuary 28, 2021
* filed herewith
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