Duolingo, Inc. Class A Common Stock Underwriting AgreementUnderwriting Agreement • July 19th, 2021 • Duolingo, Inc. • Services-prepackaged software • New York
This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.
DUOLINGO, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • July 19th, 2021 • Duolingo, Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement, dated as of _____ __, 2021 (this “Agreement”), is made by and between Duolingo, Inc. (the “Company”) and ____________ (“Indemnitee”).
4471628.7 030030-0004-000 AGREEMENT OF SUB-SUBLEASE between SPOTIFY USA INC., as Sub-Sublandlord, and DUOLINGO, INC., as Sub-Subtenant The Entire 26th and 27th Floors 4 World Trade Center 150 Greenwich Street New York, New York 100070004-000 Agreement • February 29th, 2024 • Duolingo, Inc. • Services-prepackaged software
DUOLINGO, INC.Stock Option Agreement • June 28th, 2021 • Duolingo, Inc. • Services-prepackaged software • Delaware
Pursuant to its 2011 Equity Incentive Plan, as amended from time to time (the “Plan”), Duolingo, Inc., a Delaware corporation (the “Company”), hereby grants to the person who’s name is listed below (“Optionee”), an option to purchase the number of shares of the Company’s common stock, par value $0.0001 (“Common Stock”) set forth below, subject to the terms and conditions of the Plan and this Stock Option Grant Notice and Stock Option Agreement (this “Option Agreement”). Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.
ContractDuolingo, Inc. • May 9th, 2024 • Services-prepackaged software
SECOND AMENDMENT TO OFFICE LEASE AGREEMENTOffice Lease Agreement • June 28th, 2021 • Duolingo, Inc. • Services-prepackaged software • Pennsylvania
THIS SECOND AMENDMENT TO OFFICE LEASE AGREEMENT (this “Second Amendment”) is made as of the 16th day of October, 2017, effective as of the Delivery Date (as hereinafter defined) (the “Effective Date”), by and between ALPHA 4, L.P., a Pennsylvania limited partnership, having an address at 6019 Grafton Street, Pittsburgh, Pennsylvania 15206 (“Landlord”), and DUOLINGO, INC., a Delaware corporation, having an address at 5900 Penn Avenue, Pittsburgh, Pennsylvania 15206 (“Tenant”). For the purpose of this Second Amendment, Landlord and Tenant are sometimes individually referred to as a “Party” and collectively as the “Parties”.
OFFICE LEASE AGREEMENT BETWEEN ALPHA 4, L.P. a Pennsylvania limited partnership AND DUOLINGO, INC., a Delaware corporationOffice Lease Agreement • June 28th, 2021 • Duolingo, Inc. • Services-prepackaged software • Pennsylvania
This Office Lease Agreement (this “Lease”) is made as of November 18, 2015 between ALPHA 4, L.P., a Pennsylvania limited partnership (“Landlord”) and DUOLINGO, INC., a Delaware corporation (“Tenant”), with the intent to be legally bound.
FIFTH AMENDMENT TO OFFICE LEASE AGREEMENTOffice Lease Agreement • June 28th, 2021 • Duolingo, Inc. • Services-prepackaged software • Pennsylvania
THIS FIFTH AMENDMENT TO OFFICE LEASE AGREEMENT (this “Fifth Amendment”) is made as of the 22 day of October 2018, effective as of April 15, 2019 (the “Effective Date”), by and between ALPHA 4, L.P., a Pennsylvania limited partnership, having an address at 6019 Grafton Street, Pittsburgh, Pennsylvania 15206 (“Landlord”), and DUOLINGO, INC., a Delaware corporation, having an address at 5533 Walnut Street, Pittsburgh, Pennsylvania 15232 (“Tenant”). For the purpose of this Fifth Amendment, Landlord and Tenant are sometimes individually referred to as a “Party” and collectively as the “Parties”.
LEASE BY AND BETWEEN DUOLINGO, INC.Commencement Date Agreement • March 4th, 2022 • Duolingo, Inc. • Services-prepackaged software • Pennsylvania
317459512.4 2 Tenant furnishing to Landlord evidence that insurance coverages required herein are in effect), except as to the covenant to pay Rent for the Expansion Space during such period. Notwithstanding the foregoing, in the event that Tenant...Duolingo, Inc. • May 9th, 2024 • Services-prepackaged software
DUOLINGO, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • July 19th, 2021 • Duolingo, Inc. • Services-prepackaged software • Pennsylvania
This Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between [______] (“Executive”) and Duolingo, Inc. (the “Company”). This Agreement shall become effective as of the closing of the initial public offering of the Company’s Class A common stock (the “Effective Date”).
EXCHANGE AGREEMENTExchange Agreement • July 19th, 2021 • Duolingo, Inc. • Services-prepackaged software • Delaware
This EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2021 by and among Duolingo, Inc., a Delaware corporation (the “Company”), and stockholders of the Company listed on Exhibit A hereto (collectively, “Exchange Stockholders”).
THIRD AMENDMENT TO OFFICE LEASE AGREEMENTOffice Lease Agreement • June 28th, 2021 • Duolingo, Inc. • Services-prepackaged software • Pennsylvania
THIS THIRD AMENDMENT TO OFFICE LEASE AGREEMENT (this “Third Amendment”) is made as of the 31st day of December, 2017, effective as of the Delivery Date (as hereinafter defined) (the “Effective Date”), by and between ALPHA 4, L.P., a Pennsylvania limited partnership, having an address at 6019 Grafton Street, Pittsburgh, Pennsylvania 15206 (“Landlord”), and DUOLINGO, INC., a Delaware corporation, having an address at 5900 Penn Avenue, Pittsburgh, Pennsylvania 15206 (“Tenant”). For the purpose of this Third Amendment, Landlord and Tenant are sometimes individually referred to as a “Party” and collectively as the “Parties.”
AMENDMENT TO OFFICE LEASE AGREEMENTOffice Lease Agreement • June 28th, 2021 • Duolingo, Inc. • Services-prepackaged software • Pennsylvania
THIS AMENDMENT TO OFFICE LEASE AGREEMENT (this “Amendment”) is made as of the 16th day of June, 2016, effective as of the Delivery Date (as hereinafter defined) (the “Effective Date”), by and between ALPHA 4, L.P., a Pennsylvania limited partnership, having an address at 6019 Grafton Street, Pittsburgh, Pennsylvania 15206 (“Landlord”), and DUOLINGO, INC., a Delaware corporation, having an address at 5533 Walnut Street, Pittsburgh, Pennsylvania 15232 (“Tenant”). For the purpose of this Amendment, Landlord and Tenant are sometimes individually referred to as a “Party” and collectively as the “Parties”.
SIXTH AMENDMENT TO OFFICE LEASE AGREEMENTOffice Lease Agreement • June 28th, 2021 • Duolingo, Inc. • Services-prepackaged software • Pennsylvania
THIS SIXTH AMENDMENT TO OFFICE LEASE AGREEMENT (this “Sixth Amendment”) is made as of the 8th day of November, 2019, but shall be effective as of November 1, 2019 (the “Sixth Amendment Effective Date”), by and between ALPHA 4, L.P., a Pennsylvania limited partnership, having an address at 6019 Grafton Street, Pittsburgh, Pennsylvania 15206 (“Landlord”), and DUOLINGO, INC., a Delaware corporation, having an address at 5900 Penn Avenue, Pittsburgh, Pennsylvania 15206 (“Tenant”). For the purpose of this Sixth Amendment, Landlord and Tenant are sometimes individually referred to as a “Party” and collectively as the “Parties.”
COMMENCEMENT DATE AGREEMENT This Commencement Date Agreement of the Lease (“Agreement”) is made as of June 23, 2022 by 5704 Penn Office, LLC (“Landlord”) with a mailing address c/o LG Realty Advisors, Inc., 535 Smithfield Street, Suite 900,...Commencement Date Agreement • March 1st, 2023 • Duolingo, Inc. • Services-prepackaged software
FOURTH AMENDMENT TO OFFICE LEASE AGREEMENTOffice Lease Agreement • June 28th, 2021 • Duolingo, Inc. • Services-prepackaged software • Pennsylvania
THIS FOURTH AMENDMENT TO OFFICE LEASE AGREEMENT (this “Fourth Amendment”) is made as of the 10 day of August, 2018, effective as of August 1, 2018 (the “Effective Date”), by and between ALPHA 4, L.P., a Pennsylvania limited partnership, having an address at 6019 Grafton Street, Pittsburgh, Pennsylvania 15206 (“Landlord”), and DUOLINGO, INC., a Delaware corporation, having an address at 5533 Walnut Street, Pittsburgh, Pennsylvania 15232 (“Tenant”). For the purpose of this Fourth Amendment, Landlord and Tenant are sometimes individually referred to as a “Party” and collectively as the “Parties”.
DUOLINGO, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT November 6, 2020Rights Agreement • June 28th, 2021 • Duolingo, Inc. • Services-prepackaged software • New York
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of November 6, 2020, by and among Duolingo, Inc., a Delaware corporation (the “Company”) and the investors listed on Schedule A hereto, each of which is herein referred to individually as an “Investor” and collectively as the “Investors” and Carnegie Mellon University, a Pennsylvania not-for-profit corporation (“CMU”).
