INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification Agreement • May 10th, 2021 • Zeta Global Holdings Corp. • Services-prepackaged software • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of ______ , 202_ by and between Zeta Global Corp., a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors/an officer/an employee/an agent/a fiduciary] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
●] Shares Zeta Global Holdings Corp. Class A Common Stock, Par Value $.001 Per Share Underwriting AgreementUnderwriting Agreement • May 10th, 2021 • Zeta Global Holdings Corp. • Services-prepackaged software • New York
This letter is being delivered to Morgan Stanley & Co. LLC acting as representative (the “Representative”) in connection with the offering by Zeta Global Holdings Corp. (the “Company”) of [●] shares of Class A common stock, $.001 par value (the “Common Stock”), of the Company and the lock-up agreement dated [●], 2021 (the “Lock-up Agreement”), executed by you in connection with such offering, and your request for a [waiver/release] dated [●], 2021, with respect to [●] shares of Common Stock (the “Shares”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 10th, 2021 • Zeta Global Holdings Corp. • Services-prepackaged software • New York
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective as of the ____ day of May 2021 (the “Effective Date”) by and between Zeta Global Corp., a Delaware corporation having its principal offices in New York, New York (the “Company,” which term shall include all respective parents, subsidiaries, affiliates, and entities of the Company, and its and their respective successors and assigns, including but not limited to Zeta Global Holding Corp.), and David A. Steinberg (the “Executive”).
ZETA GLOBAL HOLDINGS CORP. RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • May 10th, 2021 • Zeta Global Holdings Corp. • Services-prepackaged software • Delaware
THIS RESTRICTED STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into effective as of Date of Purchase, by and between Zeta Global Holdings Corp., a Delaware corporation (the “Company”) and Purchaser (“Purchaser”).
OPTION AGREEMENTOption Agreement • May 10th, 2021 • Zeta Global Holdings Corp. • Services-prepackaged software
Zeta Global Holdings Corp. (f/k/a Caivis Acquisition Corp.) (the “Corporation”), pursuant to the 2008 Stock Option/Stock Issuance Plan (the “Plan”) and this Option Agreement which is Exhibit B to the Plan, hereby grants to the below named individual (“Optionee”) an option (the “Option”) to purchase the number of shares of the Corporation’s Common Stock set forth below. The Option is subject to all of the terms and conditions as set forth herein (including any attachments hereto), and as set forth in the Plan and the Notice of exercise which is attached to the Plan as Exhibit C, all of which are incorporated herein in their entirety.
ZETA GLOBAL HOLDINGS CORP. AWARD AGREEMENT – RESTRICTED STOCK UNITSAward Agreement – Restricted Stock Units • May 10th, 2021 • Zeta Global Holdings Corp. • Services-prepackaged software • Delaware
THIS AWARD AGREEMENT—RESTRICTED STOCK UNITS (this “Agreement”) is entered into as of date set forth in Carta or another stock management system used by the Company (the “Stock Management System”), by and between Zeta Global Holdings Corp., a Delaware corporation (the “Company”) and the individual (“Participant”) identified on the certificate set forth in the Stock Management System. Capitalized terms used in this Agreement, but not defined herein shall have the meaning provided in the Zeta Global Holdings Corp. 2017 Equity Incentive Plan (the “Plan”).
ZETA GLOBAL HOLDINGS CORP. STOCK OPTION AGREEMENT 2017 EQUITY INCENTIVE PLANStock Option Agreement • May 10th, 2021 • Zeta Global Holdings Corp. • Services-prepackaged software • New York
THIS AGREEMENT is among Zeta Global Holdings Corp., a Delaware corporation (the “Company”), and is granted pursuant to and subject to the terms and conditions set forth in the Zeta Global Holdings Corp. 2017 Equity Incentive Plan (the “Plan”). Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned by the Plan.
EXCHANGE AGREEMENTExchange Agreement • May 10th, 2021 • Zeta Global Holdings Corp. • Services-prepackaged software • Delaware
This Exchange Agreement (this “Agreement”), dated as of _________ ___, 2021, is entered into by and between Zeta Global Holdings Corp., a Delaware corporation (the “Company”), ACI Investment Partners, LLC, Amelia Anne Steinberg Irrevocable Trust, Caivis Acquisition Corp. II, Kica Investments LLC, Carter Govern Steinberg 2004 Irrevocable Trust, IAC Investment Company IX, LLC, Irving Siegel Irrevocable Trust f/b/o Amelia Steinberg, Irving Siegel Irrevocable Trust f/b/o Carter Steinberg, Irving Siegel Irrevocable Trust f/b/o Isabel Steinberg, Isabel Vonham Steinberg Irrevocable Trust and Kayla Rose Steinberg Irrevocable Trust (collectively, the “Stockholders”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 10th, 2021 • Zeta Global Holdings Corp. • Services-prepackaged software • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of May 8, 2017 (this “Agreement”) is made by and between Zeta Global Holdings Corp., a Delaware corporation formerly known as Zeta Interactive Holdings Corp., a Delaware corporation (the “Corporation”) and the Stockholders (as defined herein).
