0001628280-21-013980 Sample Contracts

Duolingo, Inc. Class A Common Stock Underwriting Agreement
Underwriting Agreement • July 19th, 2021 • Duolingo, Inc. • Services-prepackaged software • New York

This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.

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DUOLINGO, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 19th, 2021 • Duolingo, Inc. • Services-prepackaged software • Delaware

This Indemnification Agreement, dated as of _____ __, 2021 (this “Agreement”), is made by and between Duolingo, Inc. (the “Company”) and ____________ (“Indemnitee”).

DUOLINGO, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • July 19th, 2021 • Duolingo, Inc. • Services-prepackaged software • Pennsylvania

This Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between [______] (“Executive”) and Duolingo, Inc. (the “Company”). This Agreement shall become effective as of the closing of the initial public offering of the Company’s Class A common stock (the “Effective Date”).

EXCHANGE AGREEMENT
Exchange Agreement • July 19th, 2021 • Duolingo, Inc. • Services-prepackaged software • Delaware

This EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2021 by and among Duolingo, Inc., a Delaware corporation (the “Company”), and stockholders of the Company listed on Exhibit A hereto (collectively, “Exchange Stockholders”).

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