INDEMNIFICATION AGREEMENTIndemnification Agreement • June 14th, 2021 • Integral Ad Science Holding LLC • Services-computer programming, data processing, etc. • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [•], 2021, between Integral Ad Science Holding Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
15,000,000 Shares INTEGRAL AD SCIENCE HOLDING CORP. COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • July 2nd, 2021 • Integral Ad Science Holding Corp. • Services-computer programming, data processing, etc. • New York
Integral Ad Science Holding Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom Morgan Stanley & Co. LLC, Jefferies LLC, Barclays Capital Inc. and Evercore Group L.L.C. are acting as representatives (the “Representatives”), 15,000,000 shares of its common stock, par value $0.001 per share (the “Firm Shares”).
11,000,000 Shares INTEGRAL AD SCIENCE HOLDING CORP. COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • December 7th, 2023 • Integral Ad Science Holding Corp. • Services-computer programming, data processing, etc. • New York
The shareholders named in Schedule I hereto (the “Selling Shareholders”) of Integral Ad Science Holding Corp., a Delaware corporation (the “Company”), severally propose to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), for whom Goldman Sachs & Co. LLC is acting as representative (the “Representatives”), an aggregate of 11,000,000 shares (the “Firm Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), each Selling Shareholder selling the amount set forth opposite such Selling Shareholder’s name in Schedule I hereto. To the extent that Goldman Sachs & Co. LLC is the only Underwriter, all references to “each Underwriter,” “the Underwriters” or “Representatives” shall refer to just Goldman Sachs & Co. LLC.
INTEGRAL AD SCIENCE HOLDING CORP. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 2nd, 2021 • Integral Ad Science Holding Corp. • Services-computer programming, data processing, etc. • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of July 2, 2021 among Integral Ad Science Holding Corp, a Delaware corporation (the “Company”), each of the investors listed on the signature pages hereto under the caption “Sponsor Investors” (collectively, the “Sponsor Investors”), each Person listed on the signature pages under the caption “Other Investors” or who executes a Joinder as an “Other Investor” (collectively, the “Other Investors”) and each of the executives listed on the signature pages under the caption “Executives” or who executes a Joinder as an “Executive” (collectively, the “Executives”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
CREDIT AGREEMENT dated as of September 29, 2021 among KAVACHA HOLDINGS, INC., as Holdings, INTEGRAL AD SCIENCE, INC., as Borrower, The other Loan Parties Party Hereto, The Lenders Party Hereto and PNC BANK, NATIONAL ASSOCIATION, as Administrative...Credit Agreement • September 29th, 2021 • Integral Ad Science Holding Corp. • Services-computer programming, data processing, etc. • New York
THIS CREDIT AGREEMENT, dated as of September 29, 2021 (as it may be amended, restated, amended and restated, supplemented and/or otherwise modified from time to time, this “Agreement”), among KAVACHA HOLDINGS, INC., a Delaware corporation (“Holdings”), INTEGRAL AD SCIENCE, INC., a Delaware corporation (the “Borrower”), the other Loan Parties party hereto from time to time, the Lenders party hereto from time to time, the Issuing Banks party hereto from time to time, and PNC BANK, NATIONAL ASSOCIATION, as the Administrative Agent.
CREDIT AGREEMENT dated as of July 19, 2018 among KAVACHA MERGER SUB, INC., as Merger Sub and the initial Borrower, INTEGRAL AD SCIENCE, INC., as the surviving entity after the Closing Date Acquisition and thereafter as the Borrower, KAVACHA...Credit Agreement • April 1st, 2021 • Integral Ad Science Holding LLC • Services-computer programming, data processing, etc. • New York
This CREDIT AGREEMENT (this “Agreement”), dated as of July 19, 2018, is made among Kavacha Merger Sub, Inc., a Delaware corporation (“Merger Sub” and, prior to the consummation of the Closing Date Acquisition, the “Borrower”), upon consummation of the Closing Date Acquisition, Integral Ad Science, Inc., a Delaware corporation (“IAS” and, as the surviving entity after giving effect to the Closing Date Acquisition, the “Borrower”), Kavacha Intermediate, LLC, a Delaware limited liability company (“Holdings”), as a Guarantor, Kavacha Holdings, Inc., a Delaware corporation (“Intermediate Holdings”), as a Guarantor, each of the other Guarantors (such terms and each other capitalized term used but not defined herein having the meaning given to it in Article I) from time to time party hereto, the Lenders from time to time party hereto, Goldman Sachs BDC, Inc. (“Goldman”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Ag
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • July 2nd, 2021 • Integral Ad Science Holding Corp. • Services-computer programming, data processing, etc. • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of July 2, 2021, by and among Integral Ad Science Holding Corp., a Delaware corporation (the “Company”), Vista Equity Partners Fund VI, L.P., Vista Equity Partners Fund VI-A, L.P., VEPF VI FAF, L.P., Vista Equity Partners Fund VI GP, L.P., VEPF VI GP, Ltd., and VEP Group, LLC (collectively, “Vista”). This Agreement shall be effective from the date hereof (the “Effective Date”).
10,000,000 Shares INTEGRAL AD SCIENCE HOLDING CORP. COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENTIntegral Ad Science Holding Corp. • May 12th, 2023 • Services-computer programming, data processing, etc. • New York
The shareholders named in Schedule I hereto (the “Selling Shareholders”) of Integral Ad Science Holding Corp., a Delaware corporation (the “Company”), severally propose to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), for whom Morgan Stanley & Co. LLC and Jefferies LLC are acting as representatives (the “Representatives”), an aggregate of 10,000,000 shares (the “Firm Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), each Selling Shareholder selling the amount set forth opposite such Selling Shareholder’s name in Schedule I hereto.
MANAGEMENT AGREEMENTManagement Agreement • June 4th, 2021 • Integral Ad Science Holding LLC • Services-computer programming, data processing, etc. • New York
This MANAGEMENT AGREEMENT (this “Agreement”) is made as of July 19, 2018, by and among Vista Equity Partners Management, LLC, a Delaware limited liability company (“VEP”), Kavacha Topco, LLC, a Delaware limited liability company (“Topco”), Kavacha Intermediate, LLC, a Delaware limited liability company (“Intermediate”), Kavacha Holdings, Inc., a Delaware corporation (“Parent”), and Integral Ad Science, Inc., a Delaware corporation (“IAS”, and together with Topco, Intermediate and Parent, as any such company’s name or corporate form may change from time to time and such company’s successors and assigns, the “Company”).
INTEGRAL AD SCIENCE HOLDING CORP. AMENDED AND RESTATED STOCK OPTION AGREEMENTAnd Restated Stock Option Agreement • June 21st, 2021 • Integral Ad Science Holding LLC • Services-computer programming, data processing, etc. • Delaware
This AMENDED AND RESTATED STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of [●] (the “Grant Date”), between Integral Ad Science Holding Corp., a Delaware corporation (the “Company”), and [●] (“Optionholder”).
STANDARD FORM OF LOFT LEASE The Real Estate Board of New York, Inc.Integral Ad Science Holding LLC • June 4th, 2021 • Services-computer programming, data processing, etc. • New York
Agreement of Lease, made as of this 22nd day of July in the year 2014, between BRICKMAN 95 MORTON LLC, having an office at c/o Brickman Associates, 712 Fifth Avenue, New York, NY 10019 party of the first part, hereinafter referred to as OWNER, and INTEGRAL AD SCIENCE, INC., having an office at 37 East 18th Street, FI 7, New York, NY 10003 party of the second part, hereinafter referred to as TENANT.
SECURITIES PURCHASE AGREEMENT BY AND AMONG PUBLICA LLC, PUBLICA INVESTORS LLC, ALPINE ROAD INVESTORS LLC, THE MEMBERS OF EACH OF THE COMPANIES LISTED ON THE SIGNATURE PAGES HERETO, INTEGRAL AD SCIENCE, INC., AND SHAREHOLDER REPRESENTATIVE SERVICES...Securities Purchase Agreement • August 10th, 2021 • Integral Ad Science Holding Corp. • Services-computer programming, data processing, etc. • Delaware
This Securities Purchase Agreement (this “Agreement”) is entered into as of August 9, 2021, by and among Publica LLC, a Delaware limited liability company (“Publica”), Nabhan El-Rahman, an individual resident of the State of California, Benjamin Antier, an individual resident of the State of California, Bret Ikehara, an individual resident of the State of California, Alexandre Schweitzer, an individual resident of the State of California, Clément Poty, an individual resident of the French Republic, Kevin Paek, an individual resident of the State of Hawaii, and Sheng Yang, an individual resident of the State of California (each, a “Publica Seller” and collectively, the “Publica Sellers”), Publica Investors LLC, a Delaware limited liability company (“Investors”), NBIC Finance Sàrl, a Luxembourg société à responsabilité limitée (the “Investors Seller”), Alpine Road Investors LLC, a Delaware limited liability company (“Alpine Road”, and together with Publica and Investors, each a “Company”
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • April 1st, 2021 • Integral Ad Science Holding LLC • Services-computer programming, data processing, etc.
This Amendment No. 1 (this “Amendment”) to the Employment Agreement (the “Original Employment Agreement”) dated October 30, 2019 by and between Integral Ad Science, Inc. (the “Company”) and Joseph Pergola (“Employee”), is made and entered into as of November 24, 2020, by and between the Company and the Employee. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Employment Agreement.
CONFIDENTIAL SEPARATION AGREEMENT AND RELEASE OF CLAIMSConfidential Separation Agreement and Release of Claims • February 27th, 2024 • Integral Ad Science Holding Corp. • Services-computer programming, data processing, etc. • New York
(this “Agreement”) is made, as of the Effective Date (as defined herein), by and between Kshitij Sharma (“Employee”) and Integral Ad Science, Inc. (the “Company”). Employee and the Company are referred to herein individually as a “Party” and collectively as the “Parties.”
April 1, 2016Lease Agreement • April 1st, 2021 • Integral Ad Science Holding LLC • Services-computer programming, data processing, etc.
Enclosed for your records please find two (2) duplicate originals of the above referenced Amendment along with one (1) duplicate original of the SNDA. Should you have any questions, do not hesitate to call me.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 3rd, 2023 • Integral Ad Science Holding Corp. • Services-computer programming, data processing, etc. • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of June 23, 2023 (this “Amendment”), is made by and among Kavacha Holdings, Inc., a Delaware corporation (“Holdings”), Integral Ad Science, Inc., a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, each of the Lenders, and PNC Bank, National Association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • April 1st, 2021 • Integral Ad Science Holding LLC • Services-computer programming, data processing, etc.
This Amendment No. 1 (this “Amendment”) to the Employment Agreement (the “Original Employment Agreement”) dated February 14, 2019 by and between Integral Ad Science, Inc. (the “Company”) and Oleg Bershadsky (“Employee”), is made and entered into as of October 21, 2020, by and between the Company and the Employee. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Employment Agreement.
SEPARATION AGREEMENT AND RELEASE OF CLAIMSSeparation Agreement and Release of Claims • May 26th, 2022 • Integral Ad Science Holding Corp. • Services-computer programming, data processing, etc. • New York
This SEPARATION AGREEMENT AND RELEASE OF CLAIMS (this “Agreement”) is made, as of the Effective Date (as defined herein), by and between Joseph Pergola (“Employee”) and Integral Ad Science, Inc. (the “Company”). Employee and the Company are referred to herein individually as a “Party” and collectively as the “Parties.”
CONFIDENTIAL SEPARATION AGREEMENT AND RELEASE OF CLAIMS This CONFIDENTIAL SEPARATION AGREEMENT AND RELEASE OF CLAIMSConfidential Separation Agreement and Release of Claims • April 3rd, 2023 • Integral Ad Science Holding Corp. • Services-computer programming, data processing, etc. • New York
(this “Agreement”) is made, as of the Effective Date (as defined herein), by and between Oleg Bershadsky (“Employee”) and Integral Ad Science, Inc. (the “Company”). Employee and the Company are referred to herein individually as a “Party” and collectively as the “Parties.”
