Underwriting Agreement July [•], 2021 Goldman Sachs Bank Europe SE Morgan Stanley & Co. LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Goldman Sachs Bank Europe SE Marienturm, Taunusanlage 9-10, D-60329 Frankfurt am...Underwriting Agreement • July 21st, 2021 • Teads S.A. • Services-advertising • New York
The shareholders named in Schedule 2 hereto (each a “Selling Shareholder” and collectively the “Selling Shareholders”) propose, severally and not jointly, to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] Class A common shares, par value €0.01 per share (the “Class A Shares”), of Teads B.V., which will be converted into a public company (naamloze vennootschap) and renamed Teads N.V. prior to the closing of the initial public offering (the “Company”) (collectively, the “Underwritten Shares”). In addition, the Selling Shareholders, as and to the extent indicated in Schedule 2 hereto, propose to sell at the option of the Underwriters, up to an additional [•] Class A Shares (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The Class A common shares, par value €0.01 per share, of the Company to be
ContractRegistration Rights Agreement • July 21st, 2021 • Teads S.A. • Services-advertising • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, by and between Teads N.V., a naamloze vennootschap incorporated under the laws of the Netherlands (the “Company”), Altice International S.à r.l., a private limited liability company incorporated under the laws of Luxembourg, Mr. Pierre Chappaz and Mr. Bertrand Quesada.
