Everbridge, Inc. (NasdaqGM:EVBG) entered into a membership interest purchase agreement to acquire NC4, Inc. from Celerium Group Inc. for $86.8 million on July 29, 2019. The consideration will paid in cash and stock. The Company paid approximately $52 million in cash at closing from the Company’s cash and cash equivalents, which is subject to certain post-closing net working capital adjustments provided for in the purchase agreement. The remaining purchase price was paid with 320,998 newly issued shares of the Company’s common stock, which is based on the twenty-day volume weighted average stock price of the Company’s common stock prior to signing the purchase agreement. The Purchase Agreement contains customary representations, warranties and covenants of NC4 and NC4 Public Sector. In connection with the acquisition, $3.7 million in cash and 25,522 shares of the Shares have been placed in a third party escrow for eighteen months to secure general indemnity obligations under the purchase agreement. An additional $2 million in cash has been placed in a third party escrow for eighteen months to secure NC4’s tax obligations. The acquisition includes the NC4 Risk Center solution and the NC4 brand, as well as NC4'sE Team Emergency Operations Center software solution. The other NC4 products, including Celerium solutions for cyber security and Street Smart for law enforcement, will continue with the current owner. If Everbridge terminates this agreement under section 6.1(b) and the satisfaction of Everbridge’s closing conditions by the end date was within the reasonable control of seller or its affiliates, then Celerium Group Inc. shall pay $1 million in cash to Everbridge within 30 days after such termination. If Seller terminates this Agreement under Section 6.1(c) and the satisfaction of Seller’s Closing Conditions by the End Date was within the reasonable control of Seller or its affiliates, then Buyer shall pay the Termination Fee to Seller within 30 days after such termination. The obligation of the transactions to be performed by it in connection with the Closing is subject to satisfaction of the  following conditions includes, Everbridge shall have entered into employment arrangements with the NC4 employees, Celerium Group and each of the stockholders shall have entered into a noncompetition agreement, Celerium shall have delivered resignations of the managers, directors and officers of NC4, Celerium and NC4’ s Subsidiary shall have executed and delivered a transition services agreement, Celerium shall have executed and delivered an Escrow Agreement and executed membership interest assignment agreement,  Celerium shall have completed the reorganization transactions. Under the condition, Everbridge shall have made a duly executed counterpart signature page to the transition services agreement, a duly executed counterpart signature page to the escrow agreement. The acquisition is expected to be accretive to Everbridge’s non-GAAP financial results within twelve months, and Everbridge will provide further financial details after completion of the entire transaction. A brokers’ fees payable to Houlihan Lokey Capital, Inc. Thomas Farrell of TCF Law Group, PLLC acted as legal advisor to Everbridge, Inc. Jeffrey M. Weiner of Steptoe & Johnson LLP acted as legal advisor to Celerium Group Inc. Houlihan Lokey, Inc acted as financial advisor to NC4, inc. Everbridge, Inc. (NasdaqGM:EVBG) completed the acquisition of NC4, Inc. from Celerium Group Inc. on August 1, 2019.