Underwriting AgreementUnderwriting Agreement • November 15th, 2023 • DoubleVerify Holdings, Inc. • Services-computer programming, data processing, etc.
Providence VII U.S. Holdings L.P., a Delaware limited partnership (“Providence VII”) and Providence Butternut Co-Investment L.P., a Cayman Islands exempted limited partnership (together with Providence VII, the “Selling Stockholders”), propose, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC (collectively, the “Underwriters”) an aggregate of 12,500,000 shares of Common Stock, par value $0.001 per share (“Stock”), of DoubleVerify Holdings, Inc., a Delaware corporation (the “Company”), and, at the election of the Underwriters, up to 1,875,000 additional shares of Stock. The aggregate of 12,500,000 shares of Stock to be sold by the Selling Stockholders is herein called the "Firm Shares" and the aggregate of 1,875,000 additional shares of Stock to be sold by the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 10th, 2023 • DoubleVerify Holdings, Inc. • Services-computer programming, data processing, etc. • New York
This Second Amended and Restated Credit Agreement (this “Agreement”), dated as of October 1, 2020, is entered into by and among DOUBLEVERIFY MIDCO, INC., a Delaware corporation (formerly known as “Pixel Parent, Inc.”) (in such capacity and as further defined in Section 1.1, “Holdings”), DOUBLEVERIFY INC., a Delaware corporation (in such capacity and as further defined in Section 1.1, the “Borrower”), the banks and other financial institutions or entities from time to time parties to this Agreement (each a “Lender” and, collectively, the “Lenders”), CAPITAL ONE, NATIONAL ASSOCIATION (“Capital One”), as the L/C Issuer, and CAPITAL ONE, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and for itself as a Lender (including as Swing Lender) and such Lenders.
PIXEL GROUP HOLDINGS INC. 2017 OMNIBUS EQUITY INCENTIVE PLAN Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • March 17th, 2021 • DoubleVerify Holdings, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS AGREEMENT (this “Award Agreement”), is made effective as of January 26, 2021 (the “Grant Date”), by and between DoubleVerify Holdings, Inc. (f/k/a/ Pixel Group Holdings Inc.), a Delaware corporation (the “Company”), and Julie Eddleman (the “Participant”). Capitalized terms used but not otherwise defined herein shall have the meanings so indicated in the Pixel Group Holdings Inc. 2017 Omnibus Equity Incentive Plan (the “Plan”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 17th, 2021 • DoubleVerify Holdings, Inc. • Services-computer programming, data processing, etc. • New York
This Employment Agreement (“Agreement”), dated as of March 23, 2020, to be effective commencing on March 30, 2020 (the “Commencement Date”), is entered into by and between DoubleVerify Inc. (“Employer”) and Andrew Grimmig, an individual (“Employee”, together with Employer, the “Parties”).
FORM OF REGISTRATION RIGHTS AGREEMENT DOUBLEVERIFY HOLDINGS, INC. dated as of , 2021Registration Rights Agreement • March 17th, 2021 • DoubleVerify Holdings, Inc. • Services-computer programming, data processing, etc. • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 17th, 2021 • DoubleVerify Holdings, Inc. • Services-computer programming, data processing, etc. • New York
This Employment Agreement (“Agreement”), dated as of December 31, 2020 (the “Commencement Date”), is entered into by and between DoubleVerify, Inc. (“Employer”) and Matthew McLaughlin (“Employee”, together with Employer, the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 17th, 2021 • DoubleVerify Holdings, Inc. • Services-computer programming, data processing, etc. • New York
This Employment Agreement (the “Agreement”), dated as of July 1, 2020 to be effective commencing on July 21, 2020 (the “Commencement Date”), is entered into by and between DoubleVerify Inc. (“Employer”) and Mark Zagorski, an individual (“Employee”, together with Employer, the “Parties”).
AMENDMENT AND RESTATEMENT AGREEMENTCredit Agreement • March 17th, 2021 • DoubleVerify Holdings, Inc. • Services-computer programming, data processing, etc. • New York
This Second Amended and Restated Credit Agreement (this “Agreement”), dated as of October 1, 2020, is entered into by and among DOUBLEVERIFY MIDCO, INC., a Delaware corporation (formerly known as “Pixel Parent, Inc.”) (in such capacity and as further defined in Section 1.1, “Holdings”), DOUBLEVERIFY INC., a Delaware corporation (in such capacity and as further defined in Section 1.1, the “Borrower”), the banks and other financial institutions or entities from time to time parties to this Agreement (each a “Lender” and, collectively, the “Lenders”), CAPITAL ONE, NATIONAL ASSOCIATION (“Capital One”), as the L/C Issuer, and CAPITAL ONE, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and for itself as a Lender (including as Swing Lender) and such Lenders.
EMPLOYMENT AGREEMENTEmployment Agreement • March 17th, 2021 • DoubleVerify Holdings, Inc. • Services-computer programming, data processing, etc. • New York
This Employment Agreement (“Agreement”), dated as of October 25, 2017, to be effective commencing on November 6, 2017 (the “Commencement Date”), is entered into by and between DoubleVerify Inc. (“Employer”) and Nicola Allais, an individual (“Employee”, together with Employer, the “Parties”).
CONFIDENTIAL SEPARATION AGREEMENTConfidential Separation Agreement • March 17th, 2021 • DoubleVerify Holdings, Inc. • Services-computer programming, data processing, etc. • New York
This Confidential Separation Agreement (this “Agreement”) is entered into on February 28, 2020 (the “Termination Date”) by and between Wayne Gattinella (“Employee”), DoubleVerify, Inc. (the “Company”), DoubleVerify Midco, Inc. (“Parent”), formerly known as Pixel Parent, Inc. and DoubleVerify Holdings, Inc. (“Holdco”), formerly known as Pixel Group Holdings, Inc. Capitalized terms used herein without definition shall have the respective meanings set forth in the Employment Agreement (as defined below).
DOUBLEVERIFY HOLDINGS, INC. Performance-Based Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • February 28th, 2024 • DoubleVerify Holdings, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS AGREEMENT (this “Award Agreement”), is made effective as of the date specified on the Grant Notice (the “Grant Date”), by and between DoubleVerify Holdings, Inc., a Delaware corporation (the “Company”), and the Participant specified on the Grant Notice (the “Participant”). Certain capitalized terms used herein have the meanings given to them in Section 11. Capitalized terms used but not otherwise defined herein shall have the meanings so indicated in the DoubleVerify Holdings, Inc. 2021 Omnibus Equity Incentive Plan (the “Plan”). Please refer also to Appendix A-Country and State Specific Provisions, enclosed at the end of this Award Agreement.
STOCKHOLDER’S AGREEMENT BETWEEN DOUBLEVERIFY HOLDINGS, INC. AND PROVIDENCE VII U.S. HOLDINGS L.P. DATED AS OF APRIL 20, 2021Stockholder’s Agreement • April 26th, 2021 • DoubleVerify Holdings, Inc. • Services-computer programming, data processing, etc. • Delaware
DOUBLEVERIFY HOLDINGS, INC. Nonqualified Stock Option Award AgreementEquity Incentive Plan • March 1st, 2023 • DoubleVerify Holdings, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS AGREEMENT (this “Award Agreement”) is made effective as of the date specified on the Grant Notice (the “Grant Date”), by and between DoubleVerify Holdings, Inc., a Delaware corporation (the “Company”) and the Participant specified on the Grant Notice (the “Participant”). Certain capitalized terms used herein have the meanings given to them in Section 12. Capitalized terms used but not otherwise defined herein shall have the meanings so indicated in the DoubleVerify Holdings, Inc. 2021 Omnibus Equity Incentive Plan (the “Plan”). Please refer also to Appendix A-Country and State Specific Provisions, enclosed at the end of this Award Agreement.
PIXEL GROUP HOLDINGS INC. 2017 OMNIBUS EQUITY INCENTIVE PLAN Nonqualified Stock Option Award AgreementNonqualified Stock Option Award Agreement • March 17th, 2021 • DoubleVerify Holdings, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS AGREEMENT (this “Award Agreement”), is made effective as of July 28, 2020 (the “Grant Date”), by and between DoubleVerify Holdings, Inc. (f/k/a/ Pixel Group Holdings Inc.), a Delaware corporation (the “Company”), and Mark Zagorski (the “Participant”). Capitalized terms used but not otherwise defined herein shall have the meanings so indicated in the Pixel Group Holdings Inc. 2017 Omnibus Equity Incentive Plan (the “Plan”).
DOUBLEVERIFY HOLDINGS, INC. Restricted Stock Unit Award AgreementOmnibus Equity Incentive Plan • March 8th, 2022 • DoubleVerify Holdings, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS AGREEMENT (this “Award Agreement”), is made effective as of the date specified on the Grant Notice (the “Grant Date”), by and between DoubleVerify Holdings, Inc., a Delaware corporation (the “Company”), and the Participant specified on the Grant Notice (the “Participant”). Certain capitalized terms used herein have the meanings given to them in Section 11. Capitalized terms used but not otherwise defined herein shall have the meanings so indicated in the DoubleVerify Holdings, Inc. 2021 Omnibus Equity Incentive Plan (the “Plan”). Please refer also to Appendix A-Country and State Specific Provisions, enclosed at the end of this Award Agreement.
GENERAL RELEASE OF ALL CLAIMSTransition Agreement • January 19th, 2022 • DoubleVerify Holdings, Inc. • Services-computer programming, data processing, etc. • New York
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 22nd, 2020 • DoubleVerify Holdings, Inc. • Services-computer programming, data processing, etc. • New York
This Amended and Restated Employment Agreement (“Agreement”), dated as of September 19, 2017, to be effective commencing on the Closing Date (as defined below) (the “Commencement Date”), is entered into by and among DoubleVerify, Inc. (“Employer”), Pixel Parent, Inc., a Delaware corporation (“Parent”), and Matthew McLaughlin, an individual (“Employee”, together with Employer and Parent, the “Parties”).
PIXEL GROUP HOLDINGS INC. 2017 OMNIBUS EQUITY INCENTIVE PLAN Nonqualified Stock Option Award AgreementJoinder Agreement • March 17th, 2021 • DoubleVerify Holdings, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS AGREEMENT (this “Award Agreement”), is made effective as of September 20, 2017 (the “Grant Date”), by and between Pixel Group Holdings Inc., a Delaware corporation (the “Company”), and Laura Desmond (the “Participant”). Capitalized terms used but not otherwise defined herein shall have the meanings so indicated in the Pixel Group Holdings Inc. 2017 Omnibus Equity Incentive Plan (the “Plan”).
FORM OF INDEPENDENT DIRECTOR COMPENSATION LETTER (PRE-IPO) As of ,DoubleVerify Holdings, Inc. • March 17th, 2021 • Services-computer programming, data processing, etc. • Delaware
We are pleased that you will be joining the board of directors (the “Board”) of DoubleVerify Holdings Inc. (“Holdings”) effective as of , (the “Commencement Date”). The purpose of this letter agreement is to confirm the terms of your service as a member of the Board.
FORM OF STOCKHOLDER’S AGREEMENT BETWEEN DOUBLEVERIFY HOLDINGS, INC. AND PROVIDENCE VII U.S. HOLDINGS L.P. DATED AS OF , 2021’s Agreement • March 17th, 2021 • DoubleVerify Holdings, Inc. • Services-computer programming, data processing, etc. • Delaware
DOUBLEVERIFY HOLDINGS, INC. Nonqualified Stock Option Award AgreementOmnibus Equity Incentive Plan • March 8th, 2022 • DoubleVerify Holdings, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS AGREEMENT (this “Award Agreement”) is made effective as of the date specified on the Grant Notice (the “Grant Date”), by and between DoubleVerify Holdings, Inc., a Delaware corporation (the “Company”) and the Participant specified on the Grant Notice (the “Participant”). Certain capitalized terms used herein have the meanings given to them in Section 12. Capitalized terms used but not otherwise defined herein shall have the meanings so indicated in the DoubleVerify Holdings, Inc. 2021 Omnibus Equity Incentive Plan (the “Plan”). Please refer also to Appendix A-Country and State Specific Provisions, enclosed at the end of this Award Agreement.
FORM OF DIRECTOR INDEMNIFICATION AGREEMENTForm of Director Indemnification Agreement • April 12th, 2021 • DoubleVerify Holdings, Inc. • Services-computer programming, data processing, etc. • Delaware
Indemnification Agreement (this “Agreement”), dated as of , 2021, by and between DoubleVerify Holdings, Inc., a Delaware corporation (the “Company”), and the director whose name appears on the signature page hereof (“Indemnitee”).
DOUBLEVERIFY HOLDINGS, INC. Restricted Stock Unit Award AgreementOmnibus Equity Incentive Plan • March 1st, 2023 • DoubleVerify Holdings, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS AGREEMENT (this “Award Agreement”), is made effective as of the date specified on the Grant Notice (the “Grant Date”), by and between DoubleVerify Holdings, Inc., a Delaware corporation (the “Company”), and the Participant specified on the Grant Notice (the “Participant”). Certain capitalized terms used herein have the meanings given to them in Section 11. Capitalized terms used but not otherwise defined herein shall have the meanings so indicated in the DoubleVerify Holdings, Inc. 2021 Omnibus Equity Incentive Plan (the “Plan”). Please refer also to Appendix A-Country and State Specific Provisions, enclosed at the end of this Award Agreement.
DOUBLEVERIFY HOLDINGS, INC. COMMON STOCK PURCHASE AGREEMENT April 9, 2021Common Stock Purchase Agreement • April 12th, 2021 • DoubleVerify Holdings, Inc. • Services-computer programming, data processing, etc. • New York
THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of April 9, 2021, by and between DoubleVerify Holdings, Inc., a Delaware corporation (the “Company”), and Tiger Global Investments, L.P. (the “Investor”).
FORM OF PIXEL GROUP HOLDINGS INC. 2017 OMNIBUS EQUITY INCENTIVE PLAN Nonqualified Stock Option Award AgreementNonqualified Stock Option Award Agreement • March 17th, 2021 • DoubleVerify Holdings, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS AGREEMENT (this “Award Agreement”), is made effective as of (the “Grant Date”), by and between DoubleVerify Holdings Inc., a Delaware corporation (the “Company”), and (the “Participant”). Capitalized terms used but not otherwise defined herein shall have the meanings so indicated in the Pixel Group Holdings Inc. 2017 Omnibus Equity Incentive Plan (the “Plan”).
EXECUTIVE TRANSITION AND SEPARATION AGREEMENTExecutive Transition and Separation Agreement • January 19th, 2022 • DoubleVerify Holdings, Inc. • Services-computer programming, data processing, etc.
This EXECUTIVE TRANSITION AND SEPARATION AGREEMENT (the “Agreement”), dated as of January 14, 2022 (the “Effective Date”), is entered into by and among Matthew McLaughlin (“Executive”), DoubleVerify Inc., a Delaware corporation (the “Company”) and solely for purposes of Section 1(e), DoubleVerify Holdings, Inc., a Delaware corporation (“Holdings”, and, together with Executive and the Company, the “Parties”). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Employment Agreement between Executive and the Company, dated as of December 31, 2020 (the “Employment Agreement”).
REGISTRATION RIGHTS AGREEMENT DOUBLEVERIFY HOLDINGS, INC. dated as of April 19, 2021Registration Rights Agreement • April 26th, 2021 • DoubleVerify Holdings, Inc. • Services-computer programming, data processing, etc. • New York
