Material Agreement Form 8 K

Item 1.01

Entry into a Material Definitive Agreement.

Merger Agreement

On December 10, 2024, MoneyLion Inc., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Gen Digital Inc., a Delaware corporation ("Parent" or "Gen"), and Maverick Group Holdings, Inc., a wholly owned subsidiary of Parent ("Merger Sub"). Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the "Merger").

Effect on Capital Stock

Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of Class A common stock, par value $0.0001 per share, of the Company, ("Company Common Stock") that is issued and outstanding as of immediately prior to the Effective Time (other than any shares of Company Common Stock that are held by the Company as treasury stock or owned by Parent, any shares of Company Common Stock with respect to which a no transfer order has been placed with the Company's transfer agent as of the date of the Merger Agreement that remains in place immediately prior to the Effective Time, and any shares of Company Common Stock as to which appraisal rights have been properly exercised in accordance with Delaware law) will be automatically cancelled, extinguished and converted into the right to receive cash in an amount equal $82.00 (the "Cash Consideration"), without interest thereon, and one contingent value right issued by Parent subject to and in accordance with the CVR Agreement (a "CVR") (collectively, the "Merger Consideration").

Treatment of Company Equity Awards and Company Employee Stock Purchase Plan

Pursuant to the Merger Agreement, at the Effective Time:

·

Each option to purchase shares of Company Common Stock (a "Company Option") that is outstanding as of immediately prior to the Effective Time (whether vested or unvested) with an exercise price that is less than the Company Common Stock Closing Price (as defined in the Merger Agreement) will be cancelled and converted into the right to receive (i) an amount in cash, without interest thereon, equal to the product obtained by multiplying (a) the number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time by (b) the excess, if any, of the Cash Consideration over the exercise price per share of such Company Option and (ii) one CVR in respect of each share of Company Common Stock subject to such Company option as of immediately prior to the Effective Time in each case.

·	Each Company Option that is outstanding as of immediately prior to the Effective Time (whether vested or unvested) with an exercise price in excess of the Company Common Stock Closing Price will be cancelled for no consideration.

·

Each award of restricted stock units covering shares of Company Common Stock (the "Company RSUs") that is outstanding and vested as of immediately prior to the Effective Time or that vests in accordance with its terms as in effect as of the date of the Merger Agreement (the "Vested Company RSUs") will be cancelled and converted into the right to receive the Merger Consideration in respect of each share of Company Common Stock subject to such Vested Company RSU as of immediately prior to the Effective Time.

Public link

Please use the above public link if you want to share this noodl on another website.