Stanley Blend - 27 Jan 2022 Form 3 Insider Report for System1, Inc. (SST)

Footnote F1

Received in connection with the business combination (the "Business Combination") among System1, Inc. (f/k/a Trebia Acquisition Corp., the "Company"), S1 Holdco, LLC ("S1 Holdco"), Orchid Merger Sub I, Inc. ("Merger Sub I"), Orchid Merger Sub II, LLC ("Merger Sub II" and, together with Merger Sub I, the "Merger Subs"), System1 SS Protect Holdings, Inc. ("Protected") and the other parties signatory to that certain Business Combination Agreement, dated as of June 28, 2021 (as amended on November 30, 2021, January 10, 2022 and January 25, 2022).

Footnote F2

Reflects securities held by Lone Star Friends Trust ("Lone Star"). Mr. Blend is the Trustee of Lone Star, with sole voting and dispositive power over the assets of Lone Star (including the securities of the Company).

Footnote F3

Reflects securities held by the Dante Jacob Blend Trust (the "Dante Trust"). Mr. Blend is the Trustee of the Dante Trust.

Footnote F4

Reflects securities held by the Nola Delfina Blend Trust (the "Nola Trust"). Mr. Blend is the Trustee of the Nola Trust.

Footnote F5

In connection with the Business Combination, one share of the Company's Class C common stock was issued for each Class B Commnon Unit in S1 Holdco ("Class B Unit") held by the reporting person as of the closing of the Business Combination. Pursuant to the Fifth Amended and Restated Limited Liability Company Operating Agreement of S1 Holdco, the Class B Units are redeemable (in connection with the surrender and forfeiture of the corresponding shares of Class C common stock) on a one-for-one basis for shares of the Company's Class A common stock, or,

Footnote F6

(Continued from Footnote 5) at the election of the Company, cash equal to the volume weighted average market price of a share of Class A Common Stock at the time of such redemption. The Class B Units were acquired pursuant to a reclassification (exempt under Section 16b-7) and reorganization of the Company in connection with the Business Combination. Upon the closing of the Business Combination, the reporting person was issued one share of Class C Common Stock for each Clss B Unit held by the reporting person as of the closing.

Footnote F7

Upon the closing of the Business Combination, Lone Star acquired 500,000 warrants from BGPT Trebia LP at a price of $1.50 per warrant share. Each whole warrant entitles the holder thereof to purchase one share of the Company's Class A common stock at an exercise price of $11.50 per share. The warrants become exercisable 30 days after the completion of the Business Combination, and expire five (5) years after the completion of the Business Combination or earlier upon redemption or liquidation, as described under the heading "Description of System1 Securities-System1 Warrants" in the Company's registration statement on Form S-4 (File No. 333-260714).