Form of Underwriting AgreementUnderwriting Agreement • March 17th, 2021 • DoubleVerify Holdings, Inc. • Services-computer programming, data processing, etc. • New York
DoubleVerify Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [•] shares of Common Stock, par value $0.001 per share, of the Company (“Stock”) and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated in this Agreement, to sell to the Underwriters an aggregate of [•] shares of Stock and, at the election of the Underwriters, up to [•] additional shares of Stock. The aggregate of [•] shares of Stock to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of [•] 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 purchase pursuant to
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 AGREEMENTAmendment and Restatement 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”).
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 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”).
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).
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”).
FORM OF INDEPENDENT DIRECTOR COMPENSATION LETTER (PRE-IPO) As of ,Independent Director Compensation Letter • March 17th, 2021 • DoubleVerify Holdings, Inc. • 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 , 2021Stockholder's Agreement • March 17th, 2021 • DoubleVerify Holdings, Inc. • Services-computer programming, data processing, etc. • Delaware
