Symbolic Logic, Inc. [EVOL]

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Company Overview

On December 31, 2021, the Company closed on the terms of the Equity Purchase Agreement (the Equity Purchase Agreement) and two Software Purchase Agreements (the Software Purchase Agreements and, together with the Equity Purchase Agreement and the other transaction documents described therein, the Purchase Agreements) dated as of October 15, 2021, with subsidiaries and affiliates of PartnerOne Capital, Inc. (the Purchasers). The Purchase Agreements provided for the sale and transfer of substantially all of the Companys operating subsidiaries and all of its assets that provided real-time digital engagement solutions and services in the areas of real-time analytics, customer acquisition and activation, customer value management and loyalty for the telecom industry to the Purchasers for an aggregate purchase price of $40 million (subject to adjustment as set forth in the Equity Purchase Agreement). The Purchase Agreements included customary terms and conditions, including an adjustment to the purchase price based on the Companys cash and cash equivalents on hand as of the closing date and provisions that require the Company to indemnify the Purchasers for certain losses that it incurs as a result of a breach by the Company of its representations and warranties in the Purchase Agreements and certain other matters. The Company received cash proceeds of $36.0 million and may receive up to an additional $2.5 million in consideration pursuant to the terms of an escrow agreement entered into in connection with the Equity Purchase Agreement.