DoubleVerify Holdings, Inc.

Previous wording

The closing of the Merger may not occur on the expected timeline or at all. The Merger Agreement contains certain termination rights for us and Parent, including (i) we and Parent mutually consent; (ii) the merger has not been consummated on or before the “end date” (twelve months from signing with one automatic extension of three months, if necessary to obtain regulatory approvals), (iii) any law in certain jurisdictions permanently prohibits the transaction (so long as any party’s breach has not been the cause of such prohibition), (iv) our stockholders do not approve the Merger, or (v) if the non-terminating party breaches certain representations, warranties or covenants and does not cure such breach. If the Merger Agreement is terminated and the Merger is not consummated, the price of our common stock may decline, we may experience negative reactions from the financial markets, including negative stock price impacts, or we may experience negative reactions from our business partners, and you may not recover your investment or receive a price for your shares of common stock similar to what has been offered pursuant to the Merger.

Current wording

The closing of the Merger may not occur on the expected timeline or at all. The Merger Agreement contains certain termination rights for us and Parent, including (i) we and Parent mutually consent; (ii) the Merger has not been consummated on or before the “end date” (May 6, 2027, with one automatic extension of three months to August 6, 2027, if necessary to obtain regulatory approvals), (iii) any law in certain jurisdictions permanently prohibits the transaction (so long as any party’s breach has not been the cause of such prohibition), (iv) our stockholders do not approve the Merger, or (v) if the non-terminating party breaches certain representations, warranties or covenants and does not cure such breach. If the Merger Agreement is terminated and the Merger is not consummated, the price of our common stock may decline, we may experience negative reactions from the financial markets, including negative stock price impacts, or we may experience negative reactions from our business partners, and you may not recover your investment or receive a price for your shares of common stock similar to what has been offered pursuant to the Merger.

Previous wording

In addition, the Merger Agreement provides for the payment by us to Parent of a termination fee of $60.0 million if the Merger Agreement is terminated in specified circumstances, and for payment by Parent to us of a termination fee of $144.0 million if the Merger Agreement is terminated in specified circumstances and $175.0 million under certain other circumstances. If we are required to pay this termination fee, such fee, together with costs incurred to execute the Merger Agreement and pursue the Merger, could have a material adverse effect on our financial condition and results of operations.

Current wording

In addition, the Merger Agreement provides for the payment by us to Parent of a termination fee of $60.0 million if the Merger Agreement is terminated in specified circumstances, and for payment by Parent to us of a termination fee of $144.0 million if the Merger Agreement is terminated in specified circumstances and $175.0 million under certain other circumstances. If we are required to pay the $60.0 million termination fee, such fee, together with costs incurred to execute the Merger Agreement and pursue the Merger, could have a material adverse effect on our financial condition and results of operations.

Previous wording

Under the terms of the Merger Agreement, we have agreed to certain restrictions on the operations of our business. We have agreed to limit the conduct of our business to those actions undertaken in the ordinary course of business and to refrain from, among other things, incurring debt; entering into, establishing, adopting, amending, modifying or terminating any Company employee benefit plan; increasing the compensation or employee benefits of certain employees, contractors or service providers or hiring or terminating certain employees, contractors or service providers under certain circumstances (other than for cause); settling, releasing, waiving or compromising certain legal proceedings; materially changing our methods, principles or practices of financial accounting; and incurring certain capital expenditures. Because of these restrictions, we may be prevented from undertaking certain actions with respect to the conduct of our business that we might otherwise have taken if not for the Merger Agreement.

Current wording

Under the terms of the Merger Agreement, we have agreed to certain restrictions on the operations of our business. We have agreed to carry on our business in the ordinary course of business in all material respects during the period between the execution of the Merger Agreement and the consummation of the Merger, subject to certain customary exceptions. We have also agreed to refrain from, among other things, incurring debt; entering into, establishing, adopting, amending, modifying or terminating any Company employee benefit plan; increasing the compensation or employee benefits of certain employees, contractors or service providers or hiring or terminating certain employees, contractors or service providers under certain circumstances (other than for cause); settling, releasing, waiving or compromising certain legal proceedings; materially changing our methods, principles or practices of financial accounting; and incurring certain capital expenditures. Because of these restrictions, we may be prevented from undertaking certain actions with respect to the conduct of our business that we might otherwise have taken if not for the Merger Agreement.