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”).
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.
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”).
