Common use of Corporate Authority; Non-contravention Clause in Contracts

Corporate Authority; Non-contravention. (i) Telaria has all requisite corporate power and authority to enter into this Agreement and, subject to the Telaria Stockholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Telaria and the consummation by Telaria of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Telaria, subject, in the case of the Merger, to the Telaria Stockholder Approval. The Board of Directors of Telaria (at a meeting duly called and held) has, by the unanimous vote of all directors of Telaria, (A) determined that entering into this Agreement and consummating the transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests of, Telaria and its stockholders, (B) authorized and approved the execution, delivery and performance of this Agreement by Telaria and approved the Merger and (C) resolved to recommend the adoption of this Agreement by the holders of Telaria Common Stock and directed that this Agreement be submitted for consideration by Telaria’s stockholders at the Telaria Stockholders Meeting, and, subject to Section 5.2(b), such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement has been duly executed and delivered by Telaria and, assuming the due authorization, execution and delivery of this Agreement by Rubicon Project and Merger Sub, constitutes the legal, valid and binding obligation of Telaria, enforceable against Telaria in accordance with its terms, except that (1) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Applicable Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (2) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (ii) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby shall not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, “Liens”) upon any of the properties or assets of Telaria or any of its Subsidiaries under, (A) the Certificate of Incorporation of Telaria or the Bylaws of Telaria or the comparable organizational documents of any of its Subsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which Telaria or any of its Subsidiaries is a party or by which Telaria, any of its Subsidiaries or their respective properties or assets may be bound or (C) subject to the governmental filings and other matters referred to in Section 4.1(b)(iii), any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Telaria or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (A) (with respect to the certificate of incorporation and bylaws or comparable organizational documents of Telaria’s Subsidiaries), (B) and (C), any such conflicts, violations, defaults, rights, losses or Liens that, individually and in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Telaria or (2) prevent or materially delay the consummation of any of the transactions contemplated hereby. (iii) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local, foreign or supranational government, any court, legislative, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commission, authority or similar body (each, a “Governmental Entity”) is required by or with respect to Telaria or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Telaria or the consummation by Telaria of the transactions contemplated hereby, except for (A) compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and with any other applicable United States or foreign competition, antitrust, merger control or investment laws or laws that provide for review of national security or defense matters (together with the HSR Act, the “Antitrust Laws”), (B) the filing with the SEC of (1) a proxy statement relating to the Telaria Stockholders Meeting (such proxy statement, together with the proxy statement relating to the Rubicon Project Stockholders Meeting, in each case as amended or supplemented from time to time, the “Joint Proxy Statement”) and (2) such reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereby, (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which Telaria or its Subsidiaries are qualified to do business and (D) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually and in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Telaria or (2) prevent or materially delay the consummation of any of the transactions contemplated hereby.

Corporate Authority; Non-contravention. (i) Telaria Amedisys has all requisite corporate power and authority to enter into this Agreement and, subject to the Telaria Amedisys Stockholder Approval, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Telaria Amedisys, the performance by Amedisys of its obligations hereunder and the consummation by Telaria Amedisys of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of TelariaAmedisys, subject, in the case of the Merger, to the Telaria Amedisys Stockholder Approval. The Board of Directors of Telaria Amedisys (at a meeting duly called and held) has, by the unanimous vote of all directors of TelariaAmedisys, (A) determined that entering into approved and declared advisable this Agreement and consummating the transactions contemplated herebyby this Agreement, including the Merger, on the terms and subject to the conditions set forth in this Agreement, (B) determined that this Agreement and the transactions contemplated by this Agreement, including the Merger, are advisable and fair to, and in the best interests of, Telaria Amedisys and its stockholdersthe stockholders of Amedisys, (B) authorized and approved the execution, delivery and performance of this Agreement by Telaria and approved the Merger and (C) resolved to recommend the adoption of this Agreement by to the holders stockholders of Telaria Common Stock Amedisys, on the terms and subject to the conditions set forth in this Agreement, and (D) directed that this Agreement be submitted to the stockholders of Amedisys for consideration by Telaria’s stockholders adoption at the Telaria Amedisys Stockholders Meeting, and, subject except to the extent expressly permitted pursuant to Section 5.2(b) and Section 5.2(d), such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement has been duly executed and delivered by Telaria Amedisys and, assuming the due authorization, execution and delivery of this Agreement by Rubicon Project OPCH and Merger Sub, constitutes the legal, valid and binding obligation of TelariaAmedisys, enforceable against Telaria Amedisys in accordance with its terms, except that (1) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Applicable Lawslaws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (2) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (ii) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby shall not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, “Liens”) upon any of the properties or assets of Telaria Amedisys or any of its Subsidiaries subsidiaries under, (A) the Certificate of Incorporation of Telaria Amedisys or the Bylaws of Telaria Amedisys or the comparable organizational documents of any of its Subsidiariessubsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which Telaria Amedisys or any of its Subsidiaries subsidiaries is a party or by which TelariaAmedisys, any of its Subsidiaries subsidiaries or their respective properties or assets may be bound or (C) subject to the governmental filings and other matters referred to in Section 4.1(b)(iii), any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Telaria Amedisys or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (A) (solely with respect to the certificate of incorporation and bylaws or comparable organizational documents of TelariaAmedisys’s Subsidiariessubsidiaries), (B) and (C), any such conflicts, violations, defaults, rights, losses or Liens that, individually and or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Telaria Amedisys or (2) prevent prevent, materially impair or materially delay the consummation ability of Amedisys to consummate any of the transactions contemplated hereby. (iii) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, national, state, localprovincial, foreign local or supranational government, any court, legislative, administrative, regulatory or other governmental agency, commission or authority or any accrediting body or non-governmental self-regulatory agency, commissioncommission or authority, authority in each case, whether domestic or similar body foreign (each, a “Governmental Entity”) is required by or with respect to Telaria Amedisys or any of its Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement by Telaria Amedisys, the performance by Amedisys of its obligations hereunder or the consummation by Telaria Amedisys of the transactions contemplated hereby, except for (A) compliance with any applicable requirements of the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder 1976 (the “HSR Act”), and with any other applicable United States or foreign competition, antitrust, merger control or investment laws or laws that provide for review of national security or defense matters (together with the HSR Act, the “Antitrust Laws”), (B) the filing or submission with the SEC SEC, and in the case of clause (2), effectiveness, of (1) a proxy statement relating to the Telaria Amedisys Stockholders Meeting (such proxy statement, together with the proxy statement relating to the Rubicon Project OPCH Stockholders Meeting, in each case as amended or supplemented from time to time, the “Joint Proxy Statement/Prospectus”), (2) the registration statement on Form S-4 to be filed with the SEC (the “Form S-4”) by OPCH in connection with the issuance of shares of OPCH Common Stock in connection with the Merger (the “OPCH Share Issuance”) and (23) such reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended 1934 (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereby, (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which Telaria Amedisys or its Subsidiaries subsidiaries are qualified to do business business, (D) the approvals, orders or authorizations set forth in Section 4.1(b)(iii) of the Amedisys Disclosure Letter and (DE) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually and or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Telaria Amedisys or (2) prevent prevent, materially impair or materially delay the consummation ability of Amedisys to consummate any of the transactions contemplated hereby.

Corporate Authority; Non-contravention. (i) Telaria Rubicon Project has all requisite corporate power and authority to enter into this Agreement and, subject to the Telaria Rubicon Project Stockholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Telaria Rubicon Project and the consummation by Telaria Rubicon Project of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of TelariaRubicon Project, subject, in the case of the MergerRubicon Project Share Issuance, to the Telaria Rubicon Project Stockholder Approval. The Board of Directors of Telaria Rubicon Project (at a meeting duly called and held) has, by the unanimous vote of all directors of TelariaRubicon Project, (A) determined that entering into this Agreement and consummating the transactions contemplated hereby, including the MergerMerger and the Rubicon Project Share Issuance, are advisable and fair to, and in the best interests of, Telaria Rubicon Project and its stockholders, (B) authorized and approved the execution, delivery and performance of this Agreement by Telaria Rubicon Project and approved the Merger and the Rubicon Project Share Issuance and (C) resolved to recommend the adoption approval of the Rubicon Project Share Issuance pursuant to this Agreement by the holders of Telaria Rubicon Project Common Stock and directed that the Rubicon Project Share Issuance pursuant to this Agreement be submitted for consideration by TelariaRubicon Project’s stockholders at the Telaria Rubicon Project Stockholders Meeting, and, subject to Section 5.2(b5.3(b), such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement has been duly executed and delivered by Telaria Rubicon Project and, assuming the due authorization, execution and delivery of this Agreement by Rubicon Project and Merger SubTelaria, constitutes the legal, valid and binding obligation of TelariaRubicon Project, enforceable against Telaria Rubicon Project in accordance with its terms, except that (1) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Applicable Laws, now or hereafter in effect, affecting or relating to for the enforcement of creditors’ rights generally and (2) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (ii) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby shall not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, “Liens”) Liens upon any of the properties or assets of Telaria Rubicon Project or any of its Subsidiaries under, (A) the Certificate of Incorporation of Telaria Rubicon Project or the Bylaws of Telaria Rubicon Project or the comparable organizational documents of any of its Subsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which Telaria Rubicon Project or any of its Subsidiaries is a party or by which TelariaRubicon Project, any of its Subsidiaries or their respective properties or assets may be bound or (C) subject to the governmental filings and other matters referred to in Section 4.1(b)(iii4.2(b)(iii), any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Telaria Rubicon Project or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (A) (with respect to the certificate of incorporation and bylaws or comparable organizational documents of TelariaRubicon Project’s Subsidiaries), (B) and (C), any such conflicts, violations, defaults, rights, losses or Liens that, individually and in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Telaria Rubicon Project or (2) prevent or materially delay the consummation of any of the transactions contemplated hereby. (iii) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local, foreign or supranational government, any court, legislative, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commission, authority or similar body (each, a “Governmental Entity”) Entity is required by or with respect to Telaria Rubicon Project or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Telaria Rubicon Project or the consummation by Telaria Rubicon Project of the transactions contemplated hereby, except for (A) compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and with any other applicable United States or foreign competition, antitrust, merger control or investment laws or laws that provide for review of national security or defense matters (together with the HSR Act, the “Antitrust Laws”), (B) the filing or submission with the SEC SEC, and in the case of clause (2) and (3), effectiveness, of (1) a proxy statement relating to the Telaria Stockholders Meeting (such proxy statement, together with the proxy statement relating to the Rubicon Project Stockholders Meeting, in each case as amended or supplemented from time (2) the registration statement on Form S-4 to time, be filed with the SEC (the “Joint Proxy StatementForm S-4”) by Rubicon Project in connection with the issuance of shares of Rubicon Project Common Stock in connection with the Merger (the “Rubicon Project Share Issuance”), and (23) such reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereby, (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which Telaria Rubicon Project or its Subsidiaries are qualified to do business business, (D) such filings with and approvals of the NYSE to permit the shares of Rubicon Project Common Stock that are to be issued in the Merger to be listed on the NYSE, and (DE) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually and in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Telaria Rubicon Project or (2) prevent or materially delay the consummation of any of the transactions contemplated hereby.

Corporate Authority; Non-contravention. (i) Telaria Diamond has all requisite corporate power and authority to enter into this Agreement and, subject to the Telaria Diamond Stockholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Telaria Diamond and the consummation by Telaria Diamond of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of TelariaDiamond, subject, subject in the case of the Merger, Diamond Merger to the Telaria Diamond Stockholder Approval. The Board of Directors of Telaria Diamond (at a meeting duly called and held) has, by the unanimous vote of all directors of Telaria, Diamond: (Aa) determined that entering into this Agreement and consummating the transactions contemplated hereby, including the Diamond Merger, are advisable and fair to, and in the best interests of, Telaria Diamond and its stockholders, ; (Bb) authorized and approved the execution, delivery and performance of this Agreement by Telaria Diamond and approved the Merger Diamond Merger; and (Cc) resolved to recommend recommended the adoption of this Agreement by the holders of Telaria Diamond Common Stock and directed that this Agreement be submitted for consideration by TelariaDiamond’s stockholders at the Telaria Diamond Stockholders Meeting, and, subject to Section 5.2(b5.3(b), such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement has been duly executed and delivered by Telaria Diamond and, assuming the due authorization, execution and delivery of this Agreement by Rubicon Project and Merger SubOrion, constitutes the legal, valid and binding obligation of TelariaDiamond, enforceable against Telaria Diamond in accordance with its terms, except that (1) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Applicable Laws, now or hereafter in effect, affecting or relating to for the enforcement of creditors’ rights generally and (2) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (ii) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions of this Agreement shall not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, “Liens”) Lien upon any of the properties or assets of Telaria Diamond or any of its Subsidiaries undersubsidiaries, under (A) the Diamond Certificate of Incorporation of Telaria or the Bylaws By-laws of Telaria Diamond or the comparable organizational documents of any of its Subsidiariessubsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which Telaria Diamond or any of its Subsidiaries subsidiaries is a party or by which TelariaDiamond, any of its Subsidiaries subsidiaries or their respective properties or assets may be bound or (C) subject to the governmental filings and other matters referred to in Section 4.1(b)(iii)clause (iii) below, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Telaria Diamond or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (A) (with respect to the certificate of incorporation and bylaws or comparable organizational documents of Telaria’s Subsidiaries), (B) and (C), any such conflicts, violations, defaults, rights, losses losses, restrictions or Liens that, individually and or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Telaria Diamond or (2) prevent or materially delay the consummation of any of the transactions contemplated hereby. (iii) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local, foreign or supranational government, any court, legislative, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commission, authority or similar body (each, a “Governmental Entity”) Entity is required by or with respect to Telaria Diamond or any of its Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement by Telaria Diamond or the consummation by Telaria Diamond of the transactions contemplated hereby, except for (A) compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and with any other applicable United States or foreign competition, antitrust, merger control or investment laws or laws that provide for review of national security or defense matters (together with the HSR Act, the “Antitrust Laws”), ; (B) the filing with the SEC of (1x) a proxy statement relating to the Telaria Diamond Stockholders Meeting (such proxy statementas defined in Section 6.1(c)), together with (y) the proxy statement relating to the Rubicon Project Stockholders Meeting, in each case as amended or supplemented from time to time, the “Joint Proxy Statement”) Form S-4 and (2z) such reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereby, ; (C) the filing of the Diamond Certificate of Merger and the Orion Certificate of Merger with the Secretary of State of the State state of Delaware and appropriate documents with the relevant authorities of other states in which Telaria Diamond and Orion or its Subsidiaries their respective subsidiaries are qualified to do business business; (D) such filings with and approvals of the NYSE to permit the shares of HoldCo Common Stock that are to be issued in the Mergers to be listed on the NYSE; and (DE) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually and or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Telaria Diamond or (2) prevent or materially delay the consummation of any of the transactions contemplated hereby.

Corporate Authority; Non-contravention. (i) Telaria Raytheon has all requisite corporate power and authority to enter into this Agreement and, subject to the Telaria Raytheon Stockholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Telaria Raytheon and the consummation by Telaria Raytheon of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of TelariaRaytheon, subject, in the case of the Merger, to the Telaria Raytheon Stockholder Approval. The Board of Directors of Telaria Raytheon (at a meeting duly called and held) has, by the unanimous vote of all directors of TelariaRaytheon, (A) determined that entering into this Agreement and consummating the transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests of, Telaria Raytheon and its stockholders, (B) authorized and approved the execution, delivery and performance of this Agreement by Telaria Raytheon and approved the Merger and (C) resolved to recommend the adoption of this Agreement by the holders of Telaria Raytheon Common Stock and directed that this Agreement be submitted for consideration by TelariaRaytheon’s stockholders at the Telaria Raytheon Stockholders Meeting, and, subject to Section 5.2(b), such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement has been duly executed and delivered by Telaria Raytheon and, assuming the due authorization, execution and delivery of this Agreement by Rubicon Project UTC and Merger Sub, constitutes the legal, valid and binding obligation of TelariaRaytheon, enforceable against Telaria Raytheon in accordance with its terms, except that (1) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Applicable Lawslaws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (2) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (ii) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby shall not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, “Liens”) upon any of the properties or assets of Telaria Raytheon or any of its Subsidiaries subsidiaries under, (A) the Certificate of Incorporation of Telaria Raytheon or the Bylaws of Telaria Raytheon or the comparable organizational documents of any of its Subsidiariessubsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which Telaria Raytheon or any of its Subsidiaries subsidiaries is a party or by which TelariaRaytheon, any of its Subsidiaries subsidiaries or their respective properties or assets may be bound or (C) subject to the governmental filings and other matters referred to in Section 4.1(b)(iii), any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Telaria Raytheon or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (A) (with respect to the certificate of incorporation and bylaws or comparable organizational documents of TelariaRaytheon’s Subsidiariessubsidiaries), (B) and (C), any such conflicts, violations, defaults, rights, losses or Liens that, individually and or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Telaria Raytheon or (2) prevent or materially delay the consummation of any of the transactions contemplated hereby. (iii) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local, foreign or supranational government, any court, legislative, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commission, commission or authority or similar body (each, a “Governmental Entity”) is required by or with respect to Telaria Raytheon or any of its Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement by Telaria Raytheon or the consummation by Telaria Raytheon of the transactions contemplated hereby, except for (A) compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and with any other applicable United States or foreign competition, antitrust, merger control or investment laws or laws that provide for review of national security or defense matters (together with the HSR Act, the “Antitrust Laws”), (B) the filing with the SEC of (1) a proxy statement relating to the Telaria Raytheon Stockholders Meeting (such proxy statement, together with the proxy statement relating to the Rubicon Project UTC Stockholders Meeting, in each case as amended or supplemented from time to time, the “Joint Proxy Statement”) and (2) such reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereby, (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which Telaria Raytheon or its Subsidiaries subsidiaries are qualified to do business and (D) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually and or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Telaria Raytheon or (2) prevent or materially delay the consummation of any of the transactions contemplated hereby.

Corporate Authority; Non-contravention. (i) Telaria Janus has all requisite corporate power and authority to enter into this Agreement and, subject to the Telaria Janus Stockholder ApprovalApproval (as defined herein), to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement by Telaria Janus and the consummation by Telaria Janus of the transactions contemplated hereby Transactions have been duly and validly authorized by all necessary corporate action on the part of TelariaJanus, subject, subject (in the case of the Merger, ) to the Telaria Janus Stockholder ApprovalApproval and the filing of the Certificate of Merger with the Secretary of State of the state of Delaware. The Board of Directors of Telaria Janus (at a meeting duly called and held) has, by the unanimous vote of all directors of Telaria, Janus: (Aa) determined that entering into this Agreement and consummating the transactions contemplated hereby, including the MergerTransactions, are advisable and fair to, and in the best interests of, Telaria Janus and its stockholders, ; (Bb) authorized and approved the execution, delivery and performance of this Agreement and each Ancillary Agreement by Telaria Janus and approved the Merger Transactions; and (Cc) resolved to recommend recommended the adoption of this Agreement by the holders of Telaria Janus Common Stock and directed that this Agreement be submitted for consideration by TelariaJanus’s stockholders at the Telaria Janus Stockholders Meeting, and, subject to Meeting (as defined in Section 5.2(b6.4), and such resolutions have not been rescinded, modified or withdrawn in any wayway prior to the date hereof. This Agreement and each Ancillary Agreement has been duly executed and delivered by Telaria Janus and, assuming the due authorization, execution and delivery of this Agreement and each Ancillary Agreement by Rubicon Project Xxxxxxxxx and Merger Subany other party thereto, constitutes the legal, valid and binding obligation of TelariaJanus, enforceable against Telaria Janus in accordance with its terms, except that (1A) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Applicable Lawslaws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (2B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (ii) The execution and delivery of this Agreement does and each Ancillary Agreement by Janus do not, and the consummation of the transactions contemplated hereby Transactions, and compliance with the provisions of this Agreement shall not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancellation, amendment or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest or encumbrance of any kind or nature whatsoever (collectively, “Liens”) upon any of the properties or assets of Telaria Janus or any of its Subsidiaries subsidiaries, under, : (A) the Janus Certificate of Incorporation of Telaria or the Bylaws of Telaria Janus or the comparable organizational documents of any of its Subsidiaries, subsidiaries; (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease lease, commitment, contract, instrument or other agreement, instrument, permit, concession, franchise, license or similar authorization agreement (each a Contract) to which Telaria Janus or any of its Subsidiaries subsidiaries is a party or by which TelariaJanus, any of its Subsidiaries subsidiaries or their respective properties or assets may be bound bound; or (C) subject to the governmental filings and other matters referred to in Section 4.1(b)(iii), any judgment, order, decree, statute, law, ordinance, rule or regulation Applicable Laws applicable to Telaria Janus or any of its Subsidiaries subsidiaries or their respective businesses, properties or assets, other than, in the case of clauses (A) (with respect to the certificate of incorporation and bylaws or comparable organizational documents of Telaria’s Subsidiaries), (B) and (C), ) any such conflicts, violations, defaults, rights, losses losses, restrictions or Liens that, individually and or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Telaria Janus or (2) prevent or materially delay the consummation of any of the transactions contemplated herebyTransactions. (iii) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any national, federal, state, local, foreign or supranational government, any court, legislative, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commissioncommission or authority, authority whether of the United States, the United Kingdom, Australia or similar body otherwise (each, a “Governmental Entity”) is required by or with respect to Telaria Janus or any of its Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement or any Ancillary Agreement by Telaria Janus or the consummation by Telaria Janus of the transactions contemplated herebyTransactions, except for (A) compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and with any other applicable United States national, federal, state or foreign Applicable Laws that are designed to govern foreign investment or competition, antitrustor intended to prohibit, merger control restrict or investment laws regulate actions having the purpose or laws that provide for review effect of national security monopolization, lessening of competition or defense matters restraint of trade (together with the HSR Act, the “Antitrust Laws”), ; (B) the filing with the SEC of (1w) a proxy statement relating to the Telaria Janus Stockholders Meeting (such proxy statement, together with the proxy statement relating to the Rubicon Project Stockholders Meeting, in each case as amended or supplemented from time to time, the “Joint Proxy Statement”), (x) a prospectus relating to the issue of Henderson Ordinary Shares in the United States pursuant to the Merger (such prospectus, as amended or supplemented from time to time, the Xxxxxxxxx US Prospectus), (y) the registration statement on the Agreed Form (the Registration Statement) and (2z) such reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereby, Transactions; (C) the filing of the Certificate of Merger with the Secretary of State of the State state of Delaware and appropriate documents with the relevant authorities of other states in which Telaria Janus and Xxxxxxxxx or its Subsidiaries their respective subsidiaries are qualified to do business business; (D) such filings with and approvals of the Exchange to permit the Xxxxxxxxx Ordinary Shares that are to be issued in the Merger to be listed on the Exchange; and (DE) consents from and other actions in respect of Clients, including those matters that are the subject of Section 5.1(e); (F) FINRA Approval and (G) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually and or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Telaria Janus or (2) prevent or materially delay the consummation of any of the transactions contemplated herebyTransactions.

Corporate Authority; Non-contravention. (ia) Telaria APP has all requisite corporate power and authority to enter into this Agreement and, subject and the Transaction Documents to the Telaria Stockholder Approval, which it is a party and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Transaction Documents to which it is a party by Telaria APP and the consummation by Telaria APP of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Telaria, subject, in the case of the Merger, to the Telaria Stockholder ApprovalAPP. The Board of Directors of Telaria APP (at a meeting duly called and held) has, by the unanimous vote of all directors of Telaria, APP: (Ai) determined that entering into this Agreement and consummating the transactions contemplated hereby, including the APP Merger, are advisable and fair to, and in the best interests of, Telaria APP and its stockholders, ; (Bii) authorized and approved the execution, delivery and performance of this Agreement by Telaria APP and approved the Merger APP Merger; and (Ciii) resolved to recommend recommended the adoption and approval of this Agreement by the holders of Telaria Common Stock APP Stock, and directed that this Agreement be submitted for consideration by Telaria’s stockholders at the Telaria Stockholders Meeting, and, subject to Section 5.2(b), such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement has and the Transaction Documents to which APP is a party have been duly executed and delivered by Telaria APP and, assuming the due authorization, execution and delivery of this Agreement and such Transaction Documents by Rubicon Project the other parties thereto, this Agreement and Merger Sub, constitutes such Transaction Documents constitute the legal, valid and binding obligation of TelariaAPP, enforceable against Telaria APP in accordance with its their respective terms, except that (1A) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Applicable Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (2B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (iib) The Except as set forth in Section 4.2(b) of the APP Disclosure Letter, the execution and delivery of this Agreement does and the Transaction Documents to which APP is a party do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and such Transaction Documents shall not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, “Liens”) upon any of the properties or assets of Telaria APP or any of its Subsidiaries underSubsidiaries, under (Ai) the Certificate Organizational Documents of Incorporation of Telaria APP or the Bylaws of Telaria or the comparable organizational documents of any of its Subsidiaries, (Bii) any loan APP Material Contract or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which Telaria or any of its Subsidiaries is a party or by which Telaria, any of its Subsidiaries or their respective properties or assets may be bound APP Permit or (Ciii) subject to the governmental filings and other matters referred to in Section 4.1(b)(iii)4.2(c) below, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Telaria or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (A) (with respect to the certificate of incorporation and bylaws or comparable organizational documents of Telaria’s Subsidiaries), (B) and (C), any such conflicts, violations, defaults, rights, losses or Liens that, individually and in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Telaria or (2) prevent or materially delay the consummation of any of the transactions contemplated herebyLaw. (iiic) No Except as set forth in Section 4.2(c) of the APP Disclosure Letter, no consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local, foreign or supranational government, any court, legislative, administrative, regulatory or other governmental agency, commission or authority authority, any arbitrator or any non-governmental self-regulatory agency, commission, commission or authority or similar body (each, a “Governmental Entity”) is required by or with respect to Telaria APP or any of its Subsidiaries in connection with the execution and delivery of this Agreement or any of the Transaction Documents to which APP is a party by Telaria APP or the consummation by Telaria APP of the transactions contemplated herebyhereby or thereby, except for (A) compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and with any other applicable United States or foreign competition, antitrust, merger control or investment laws or laws that provide for review of national security or defense matters (together with the HSR Act, the “Antitrust Laws”), (B) the filing with the SEC of (1) a proxy statement relating to the Telaria Stockholders Meeting (such proxy statement, together with the proxy statement relating to the Rubicon Project Stockholders Meeting, in each case as amended or supplemented from time to time, the “Joint Proxy Statement”) and (2) such reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereby, (C) the filing of the APP Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which Telaria or its Subsidiaries are qualified to do business and (D) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually and in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Telaria or (2) prevent or materially delay the consummation of any of the transactions contemplated herebyDelaware.

Corporate Authority; Non-contravention. (i) Telaria Sprint has all requisite corporate power and authority to enter into execute, deliver and perform its obligations under this Agreement and, subject only to the Telaria Sprint Stockholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Telaria Sprint and the consummation by Telaria Sprint of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of TelariaSprint, subject, in the case of the Merger, to the Telaria Sprint Stockholder ApprovalApproval and the filing of the Merger Certificate pursuant to the DGCL. The Board of Directors of Telaria Sprint (at a meeting duly called and held) has, by the unanimous vote of all directors of TelariaSprint, duly adopted resolutions: (A) determined approving and declaring advisable this Agreement and the transactions contemplated by this Agreement, including the Merger Transactions, on the terms and subject to the conditions set forth in this Agreement, (B) determining that this Agreement and the transactions contemplated by this Agreement, including the Merger Transactions, are fair to, and in the best interests of, Sprint and the stockholders of Sprint, (C) recommending the adoption of this Agreement to the stockholders of Sprint (the “Sprint Board Recommendation”) and (D) directing that this Agreement be submitted to the stockholders of Sprint for adoption, which resolutions have not been rescinded, modified or withdrawn in any way as of the date of this Agreement. A committee of the Board of Directors of Sprint consisting solely of independent directors of Sprint (the “Sprint Independent Committee”) (at a meeting duly called and held) has, by unanimous vote, duly adopted resolutions: (A) determining that entering into this Agreement and consummating the transactions contemplated hereby, including the MergerMerger Transactions, are advisable and fair to, and in the best interests of, Telaria all of the stockholders of Sprint (including such stockholders other than the SoftBank Parties), and its stockholders, (B) authorized and approved recommending the execution, delivery and performance submission of this Agreement by Telaria to the full Board of Directors of Sprint and approved the approval this Agreement and the transactions contemplated hereby, including the Merger and (C) resolved to recommend the adoption of this Agreement Transactions, by the holders full Board of Telaria Common Stock and directed that this Agreement be submitted for consideration by Telaria’s stockholders at the Telaria Stockholders Meeting, and, subject to Section 5.2(b), such resolutions have not been rescinded, modified or withdrawn in any wayDirectors of Sprint. This Agreement has been duly executed and delivered by Telaria Sprint and, assuming the due authorization, execution and delivery of this Agreement by Rubicon Project and Merger Subthe other parties hereto, constitutes the legal, valid and binding obligation of TelariaSprint, enforceable against Telaria Sprint in accordance with its terms, except that (1) such enforcement may be subject to (A) applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Applicable Lawslaws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (2B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (ii) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions of this Agreement shall not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance or encumbrance, option, right of first refusal, preemptive right, hypothecation, mortgage, security interest or other similar restriction of any kind or nature whatsoever (collectively, “Liens”) upon any of the properties or assets of Telaria Sprint or any of its Subsidiaries subsidiaries under, (A) the Sprint Certificate of Incorporation of Telaria or the Bylaws of Telaria Sprint or the comparable organizational documents of any of its Subsidiariessubsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which Telaria Sprint or any of its Subsidiaries subsidiaries is a party or by which TelariaSprint, any of its Subsidiaries subsidiaries or their respective properties or assets may be bound or (C) subject to the governmental filings and other matters referred to in Section 4.1(b)(iii), any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Telaria Sprint or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (A) (with respect to the certificate of incorporation and bylaws or comparable organizational documents of TelariaSprint’s Subsidiariessubsidiaries), (B) and (C), any such conflicts, violations, defaults, rights, losses or Liens that, individually and or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Telaria Sprint or (2) prevent or materially delay the consummation of any of the transactions contemplated hereby. (iii) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local, foreign or supranational government, any court, legislative, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commission, commission or authority or similar body (each, a “Governmental Entity”) is required by or with respect to Telaria Sprint or any of its Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement by Telaria Sprint or the consummation by Telaria Sprint of the transactions contemplated hereby, except for (A) compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and with any other applicable United States federal, state or foreign laws that are designed to govern foreign investment or competition, antitrustor intended to prohibit, merger control restrict or investment laws regulate actions having the purpose or laws that provide for review effect of national security monopolization, lessening of competition or defense matters restraint of trade (together with the HSR Act, the “Antitrust Laws”), (B) compliance with any applicable requirements of the filing with Communications Act of 1934, as amended, and the SEC rules and regulations promulgated thereunder (the “Communications Act”), (C) pursuant to any applicable Laws of any state or territorial public utility commissions (1“PUCs”) a proxy statement relating or any similar foreign public utility bodies regulating telecommunications businesses, (D) pursuant to Section 721 of the Defense Production Act of 1950, as amended, including amendments made by the Foreign Investment and National Security Act of 2007 (codified at 50 U.S.C. § 4565), and the regulations promulgated by the Committee on Foreign Investment in the United States (“CFIUS”) thereunder, codified at 31 C.F.R. Part 800, et seq., or any successor statute and/or regulations thereto (collectively, “Section 721”), (E) pursuant to the Telaria Stockholders Meeting (such proxy statementSecurities Act of 1933, together with the proxy statement relating to the Rubicon Project Stockholders Meeting, in each case as amended or supplemented from time to time, (the “Joint Proxy StatementSecurities Act”) ), and (2) such reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and (F) pursuant to the transactions contemplated herebyDGCL, (CG) in accordance with the filing rules and policies of the Certificate of Merger New York Stock Exchange (“NYSE”) or the NASDAQ Global Select Market (“NASDAQ”), (H) such filings with the Secretary of State of the State of Delaware and appropriate documents Defense Security Service (“DSS”) as are necessary to comply with the relevant authorities of other states in which Telaria National Industrial Security Program Operating Manual (DOD 5220.22-M) (February 28, 2006) (together with any supplements, amendments or its Subsidiaries are qualified to do business revised editions thereof, the “NISPOM”) and (DI) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually and or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Telaria Sprint or (2) prevent or materially delay the consummation of any of the transactions contemplated hereby.

Corporate Authority; Non-contravention. (i) Telaria Amedisys has all requisite corporate power and authority to enter into this Agreement and, subject to the Telaria Amedisys Stockholder Approval, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Telaria Amedisys, the performance by Amedisys of its obligations hereunder and the consummation by Telaria Amedisys of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of TelariaAmedisys, subject, in the case of the Merger, to the Telaria Amedisys Stockholder Approval. The Board of Directors of Telaria Amedisys (at a meeting duly called and held) has, by the unanimous vote of all directors of TelariaAmedisys, (A) determined that entering into approved and declared advisable this Agreement and consummating the transactions contemplated herebyby this Agreement, including the Merger, on the terms and subject to the conditions set forth in this Agreement, (B) determined that this Agreement and the transactions contemplated by this Agreement, including the Merger, are advisable and fair to, and in the best interests of, Telaria Amedisys and its stockholdersthe stockholders of Amedisys, (B) authorized and approved the execution, delivery and performance of this Agreement by Telaria and approved the Merger and (C) resolved to recommend the adoption of this Agreement by to the holders stockholders of Telaria Common Stock Amedisys, on the terms and subject to the conditions set forth in this Agreement, and (D) directed that this Agreement be submitted to the stockholders of Amedisys for consideration by Telaria’s stockholders adoption at the Telaria Amedisys Stockholders Meeting, and, subject except to the extent expressly permitted pursuant to Section 5.2(b) and Section 5.2(d), such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement has been duly executed and delivered by Telaria Amedisys and, assuming the due authorization, execution and delivery of this Agreement by Rubicon Project OPCH and Merger Sub, constitutes the legal, valid and binding obligation of TelariaAmedisys, enforceable against Telaria Amedisys in accordance with its terms, except that that (1) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Applicable Lawslaws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (2) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (ii) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby shall not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, “Liens”) upon any of the properties or assets of Telaria Amedisys or any of its Subsidiaries subsidiaries under, (A) the Certificate of Incorporation of Telaria Amedisys or the Bylaws of Telaria Amedisys or the comparable organizational documents of any of its Subsidiariessubsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which Telaria Amedisys or any of its Subsidiaries subsidiaries is a party or by which TelariaAmedisys, any of its Subsidiaries subsidiaries or their respective properties or assets may be bound or (C) subject to the governmental filings and other matters referred to in Section 4.1(b)(iii), any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Telaria Amedisys or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (A) (solely with respect to the certificate of incorporation and bylaws or comparable organizational documents of TelariaAmedisys’s Subsidiariessubsidiaries), (B) and (C), any such conflicts, violations, defaults, rights, losses or Liens that, individually and or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Telaria Amedisys or (2) prevent prevent, materially impair or materially delay the consummation ability of Amedisys to consummate any of the transactions contemplated hereby. (iii) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, national, state, localprovincial, foreign local or supranational government, any court, legislative, administrative, regulatory or other governmental agency, commission or authority or any accrediting body or non-governmental self-regulatory agency, commissioncommission or authority, authority in each case, whether domestic or similar body foreign (each, a “Governmental Entity”) is required by or with respect to Telaria Amedisys or any of its Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement by Telaria Amedisys, the performance by Amedisys of its obligations hereunder or the consummation by Telaria Amedisys of the transactions contemplated hereby, except for (A) compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder 1976 (the “HSR Act”), and with any other applicable United States or foreign competition, antitrust, merger control or investment laws or laws that provide for review of national security or defense matters (together with the HSR Act, the “Antitrust Laws”), (B) the filing or submission with the SEC SEC, and in the case of clause (2), effectiveness, of (1) a proxy statement relating to the Telaria Amedisys Stockholders Meeting (such proxy statement, together with the proxy statement relating to the Rubicon Project OPCH Stockholders Meeting, in each case as amended or supplemented from time to time, the “Joint Proxy Statement/Prospectus”), (2) the registration statement on Form S-4 to be filed with the SEC (the “Form S-4”) by OPCH in connection with the issuance of shares of OPCH Common Stock in connection with the Merger (the “OPCH Share Issuance”) and (23) such reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended 1934 (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereby, (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which Telaria Amedisys or its Subsidiaries subsidiaries are qualified to do business business, (D) the approvals, orders or authorizations set forth in Section 4.1(b)(iii) of the Amedisys Disclosure Letter and (DE) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually and or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Telaria Amedisys or (2) prevent prevent, materially impair or materially delay the consummation ability of Amedisys to consummate any of the transactions contemplated hereby.

Corporate Authority; Non-contravention. (i) Telaria The Company has all the requisite corporate power and authority to enter into this Agreement and, subject to the Telaria Company Stockholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Telaria the Company and the consummation by Telaria the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Telariathe Company, subject, in the case of the First Merger, to the Telaria Company Stockholder Approval. The Board of Directors of Telaria (at a meeting duly called and held) has, by the unanimous vote of all directors of Telaria, (A) determined that entering into this Agreement and consummating the transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests of, Telaria and its stockholders, (B) authorized and approved the execution, delivery and performance of this Agreement by Telaria and approved the Merger and (C) resolved to recommend the adoption of this Agreement by the holders of Telaria Common Stock and directed that this Agreement be submitted for consideration by Telaria’s stockholders at the Telaria Stockholders Meeting, and, subject to Section 5.2(b), such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement has been duly executed and delivered by Telaria the Company and, assuming the due authorization, execution and delivery of this Agreement by Rubicon Project and Merger Subeach of the other parties hereto, constitutes the legal, valid and binding obligation of Telariathe Company, enforceable against Telaria the Company in accordance with its terms, except that (1) as such enforcement enforceability may be subject to applicable limited by bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or and other similar Applicable Laws, now or hereafter in effect, Laws affecting or relating to the availability and enforcement of creditors’ rights and remedies generally and by general principles of equity (2) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectivelysuch exception, the “Enforceability ExceptionsException”). (ii) The Company Board, at a meeting duly called and held prior to the execution of this Agreement, has duly adopted resolutions (A) approving this Agreement, the Mergers and the other transactions contemplated hereby, (B) determining that the terms of the Mergers and the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders, (C) recommending that the Company’s stockholders vote affirmatively to adopt this Agreement, and (D) declaring this Agreement advisable in accordance with Section 251(a) of the DGCL (the resolutions and determinations referred to in clauses (B), (C) and (D) of this sentence being hereafter referred to as the “Company Board Recommendation”), which resolutions have not, as of the date hereof, been withdrawn or modified. (iii) The execution and delivery of this Agreement by the Company does not, and the consummation of the transactions contemplated hereby shall and compliance by the Company with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, “Liens”) upon any of the properties or assets of Telaria the Company or any of its Subsidiaries underSubsidiaries, under (A) (1) the Certificate of Incorporation of Telaria Company Charter or the Company Bylaws of Telaria or (2) the comparable organizational documents of any of its the Company’s Subsidiaries, (B) except as set forth on Section 3.1(b)(iii) of the Company Disclosure Letter, any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrumentContract, permit, concession, franchise, license or similar authorization to which Telaria the Company or any of its Subsidiaries is a party or by which Telariathe Company, any of its Subsidiaries or their respective properties or assets may be bound are bound, or (C) subject to the governmental filings and other matters referred to in Section 4.1(b)(iii)3.1(b)(iv) below, any judgment, order, decree, statute, law, ordinance, rule Law or regulation Order applicable to Telaria the Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (A) (with respect to the certificate of incorporation and bylaws or comparable organizational documents of Telaria’s Subsidiaries), (B) and (C), any such conflicts, violations, defaults, rights, losses or Liens that, individually and or in the aggregate, would not reasonably be expected to (1) have a Company Material Adverse Effect on Telaria or (2) prevent or materially delay the consummation of any of the transactions contemplated herebyEffect. (iiiiv) No Except as set forth on Section 3.1(b)(iv) of the Company Disclosure Letter, no consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local, foreign or supranational government, any court, legislative, administrative, regulatory or other governmental agency, commission or authority or authority, any non-governmental self-regulatory agency, commission, commission or authority or similar any arbitral body (each, a “Governmental Entity”) is required by or with respect to Telaria the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Telaria or the Company, the consummation by Telaria the Company of the transactions contemplated herebyhereby or the compliance by the Company with the provisions of this Agreement, except for (A) compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder 1976 (the “HSR Act”), and with any other applicable United States Laws that are designed to govern foreign investment or foreign competition, antitrustor intended to prohibit, merger control restrict or investment laws regulate actions having the purpose or laws that provide for review effect of national security monopolization, lessening of competition or defense matters restraint of trade (together with the HSR Act, the “Antitrust Laws”), (B) the filing with the SEC of (1) a proxy statement relating to the Telaria Company Stockholders Meeting (such proxy statement, together with the proxy statement relating to the Rubicon Project Parent Stockholders Meeting, in each case as amended or supplemented from time to time, the “Joint Proxy Statement”), (2) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the First Merger, of which the Joint Proxy Statement will form a part (the “Form S-4”), and (23) such reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereby, ; (C) the filing of the First Certificate of Merger with the Secretary of State of the State of Delaware Delaware, and appropriate documents with the relevant authorities of other states jurisdictions in which Telaria the Company and Parent or its their respective Subsidiaries are qualified to do business business, (D) any filings required under the rules and regulations of the NYSE, and (DE) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually and or in the aggregate, would not reasonably be expected to (1) have a Company Material Adverse Effect on Telaria or (2) prevent or materially delay the consummation of any of the transactions contemplated herebyEffect.

Corporate Authority; Non-contravention. (i) Telaria Amedisys has all requisite corporate power and authority to enter into this Agreement and, subject to the Telaria Amedisys Stockholder Approval, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Telaria Amedisys, the performance by Amedisys of its obligations hereunder and the consummation by Telaria Amedisys of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of TelariaAmedisys, subject, in the case of the Merger, to the Telaria Amedisys Stockholder Approval. The Board of Directors of Telaria Amedisys (at a meeting duly called and held) has, by the unanimous vote of all directors of TelariaAmedisys, (A) determined that entering into approved and declared advisable this Agreement and consummating the transactions contemplated herebyby this Agreement, including the Merger, on the terms and subject to the conditions set forth in this Agreement, (B) determined that this Agreement and the transactions contemplated by this Agreement, including the Merger, are advisable and fair to, and in the best interests of, Telaria Amedisys and its stockholdersthe stockholders of Amedisys, (B) authorized and approved the execution, delivery and performance of this Agreement by Telaria and approved the Merger and (C) resolved to recommend the adoption of this Agreement by to the holders stockholders of Telaria Common Stock Amedisys, on the terms and subject to the conditions set forth in this Agreement, (D) directed that this Agreement be submitted to the stockholders of Amedisys for consideration by Telaria’s stockholders adoption at the Telaria Amedisys Stockholders Meeting, Meeting and (E) approved the termination of the OPCH Agreement and, subject except to the extent expressly permitted pursuant to Section 5.2(b) and Section 5.2(d), such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement has been duly executed and delivered by Telaria Amedisys and, assuming the due authorization, execution and delivery of this Agreement by Rubicon Project Parent and Merger Sub, constitutes the legal, valid and binding obligation of TelariaAmedisys, enforceable against Telaria Amedisys in accordance with its terms, except that (1) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Applicable Lawslaws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (2) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (ii) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby shall not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, “Liens”) upon any of the properties or assets of Telaria Amedisys or any of its Subsidiaries subsidiaries under, (A) the Certificate of Incorporation of Telaria Amedisys or the Bylaws of Telaria Amedisys or the comparable organizational documents of any of its Subsidiariessubsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which Telaria Amedisys or any of its Subsidiaries subsidiaries is a party or by which TelariaAmedisys, any of its Subsidiaries subsidiaries or their respective properties or assets may be bound or (C) subject to the governmental filings and other matters referred to in Section 4.1(b)(iii), any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Telaria Amedisys or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (A) (solely with respect to the certificate of incorporation and bylaws or comparable organizational documents of TelariaAmedisys’s Subsidiariessubsidiaries), (B) and (C), any such conflicts, violations, defaults, rights, losses or Liens that, individually and or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Telaria Amedisys or (2) prevent prevent, materially impair or materially delay the consummation ability of Amedisys to consummate any of the transactions contemplated hereby. (iii) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, national, state, localprovincial, foreign local or supranational government, any court, legislative, administrative, regulatory or other governmental agency, commission or authority or any accrediting body or non-governmental self-regulatory agency, commissioncommission or authority, authority in each case, whether domestic or similar body foreign (each, a “Governmental Entity”) is required by or with respect to Telaria Amedisys or any of its Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement by Telaria Amedisys, the performance by Amedisys of its obligations hereunder or the consummation by Telaria Amedisys of the transactions contemplated hereby, except for (A) compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder 1976 (the “HSR Act”), and with any other applicable United States or foreign competition, antitrust, merger control or investment laws or laws that provide for review of national security or defense matters (together with the HSR Act, the “Antitrust Laws”), (B) the filing or submission with the SEC of (1) a proxy statement relating to the Telaria Amedisys Stockholders Meeting (such proxy statement, together with the proxy statement relating to the Rubicon Project Stockholders Meeting, in each case as amended or supplemented from time to time, the “Joint Proxy Statement”) and (2) such reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended 1934 (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereby, (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which Telaria Amedisys or its Subsidiaries subsidiaries are qualified to do business business, (D) the approvals, orders or authorizations set forth in Section 4.1(b)(iii) of the Amedisys Disclosure Letter and (DE) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually and or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Telaria Amedisys or (2) prevent prevent, materially impair or materially delay the consummation ability of Amedisys to consummate any of the transactions contemplated hereby.

Corporate Authority; Non-contravention. (i) Telaria Orion has all requisite corporate power and authority to enter into this Agreement and, subject to the Telaria Orion Stockholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Telaria Orion and the consummation by Telaria Orion of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of TelariaOrion, subject, subject in the case of the Merger, Orion Merger to the Telaria Orion Stockholder Approval. The Board of Directors of Telaria Orion (at a meeting duly called and held) has, by the unanimous vote of all directors of Telaria, Orion: (Aa) determined that entering into this Agreement and consummating the transactions contemplated hereby, including the Orion Merger, are advisable and fair to, and in the best interests of, Telaria Orion and its stockholders, ; (Bb) authorized and approved the execution, delivery and performance of this Agreement by Telaria Orion and approved the Merger Orion Merger; and (Cc) resolved to recommend recommended the adoption of this Agreement by the holders of Telaria Orion Common Stock and directed that this Agreement be submitted for consideration by TelariaOrion’s stockholders at the Telaria Orion Stockholders Meeting, and, subject to Section 5.2(b), such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement has been duly executed and delivered by Telaria Orion and, assuming the due authorization, execution and delivery of this Agreement by Rubicon Project and Merger SubDiamond, constitutes the legal, valid and binding obligation of TelariaOrion, enforceable against Telaria Orion in accordance with its terms, except that (1A) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Applicable Lawslaws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (2B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (ii) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions of this Agreement shall not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, “Liens”) upon any of the properties or assets of Telaria Orion or any of its Subsidiaries undersubsidiaries, under (A) the Orion Certificate of Incorporation of Telaria or the Bylaws By-laws of Telaria Orion or the comparable organizational documents of any of its Subsidiariessubsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which Telaria Orion or any of its Subsidiaries subsidiaries is a party or by which TelariaOrion, any of its Subsidiaries subsidiaries or their respective properties or assets may be bound or (C) subject to the governmental filings and other matters referred to in Section 4.1(b)(iii)clause (iii) below, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Telaria Orion or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (A) (with respect to the certificate of incorporation and bylaws or comparable organizational documents of Telaria’s Subsidiaries), (B) and (C), any such conflicts, violations, defaults, rights, losses losses, restrictions or Liens that, individually and or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Telaria Orion or (2) prevent or materially delay the consummation of any of the transactions contemplated hereby. (iii) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local, foreign or supranational government, any court, legislative, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commission, commission or authority or similar body (each, a “Governmental Entity”) is required by or with respect to Telaria Orion or any of its Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement by Telaria Orion or the consummation by Telaria Orion of the transactions contemplated hereby, except for (A) compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and with any other applicable United States federal, state or foreign laws that are designed to govern foreign investment or competition, antitrustor intended to prohibit, merger control restrict or investment laws regulate actions having the purpose or laws that provide for review effect of national security monopolization, lessening of competition or defense matters restraint of trade (together with the HSR Act, the “Antitrust Laws”), ; (B) the filing with the SEC of (1x) a proxy statement relating to the Telaria Orion Stockholders Meeting (as defined in Section 6.1(b)) (such proxy statement, together with the proxy statement relating to the Rubicon Project Diamond Stockholders Meeting, in each case as amended or supplemented from time to time, the “Joint Proxy Statement”), (y) the registration statement on Form S-4 to be filed with the SEC by HoldCo in connection with the issuance of shares of HoldCo Common Stock in the Mergers (the “Form S-4”) and (2z) such reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereby, ; (C) the filing of the Orion Certificate of Merger and the Diamond Certificate of Merger with the Secretary of State of the State state of Delaware and appropriate documents with the relevant authorities of other states in which Telaria Orion and Diamond or its Subsidiaries their respective subsidiaries are qualified to do business business; (D) such filings with and approvals of the New York Stock Exchange (the “NYSE”) to permit the shares of HoldCo Common Stock that are to be issued in the Mergers to be listed on the NYSE; and (DE) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually and or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Telaria Orion or (2) prevent or materially delay the consummation of any of the transactions contemplated hereby.

Corporate Authority; Non-contravention. (i) Telaria UTC has all requisite corporate power and authority to enter into this Agreement and, subject to the Telaria UTC Stockholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Telaria UTC and the consummation by Telaria UTC of the transactions contemplated hereby have been (or, in the case of the Separation and the Distributions, at the Closing, will have been) duly authorized by all necessary corporate action on the part of TelariaUTC, subject, in the case of the MergerUTC Share Issuance, to the Telaria UTC Stockholder Approval. The Board of Directors of Telaria UTC (at a meeting duly called and held) has, by the unanimous vote of all directors of TelariaUTC, (A) determined that entering into this Agreement and consummating the transactions contemplated hereby, including the Merger, hereby are advisable and fair to, and in the best interests of, Telaria UTC and its stockholders, (B) authorized and approved the execution, delivery and performance of this Agreement by Telaria and approved the Merger UTC and (C) resolved to recommend the adoption approval of this Agreement the UTC Share Issuance by the holders of Telaria UTC Common Stock and directed that this Agreement the UTC Share Issuance be submitted for consideration by TelariaUTC’s stockholders at the Telaria UTC Stockholders Meeting, and, subject to Section 5.2(b5.3(b), such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement has been duly executed and delivered by Telaria UTC and, assuming the due authorization, execution and delivery of this Agreement by Rubicon Project and Merger SubRaytheon, constitutes the legal, valid and binding obligation of TelariaUTC, enforceable against Telaria UTC in accordance with its terms, except that (1) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Applicable Laws, now or hereafter in effect, affecting or relating to for the enforcement of creditors’ rights generally and (2) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (ii) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby shall not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, “Liens”) Liens upon any of the properties or assets of Telaria UTC RemainCo or any of its Subsidiaries subsidiaries under, (A) the Certificate of Incorporation of Telaria UTC or the Bylaws of Telaria UTC or the comparable organizational documents of any of its Subsidiariessubsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which Telaria UTC RemainCo or any of its Subsidiaries subsidiaries is a party or by which TelariaUTC RemainCo, any of its Subsidiaries subsidiaries or their respective properties or assets may be bound or (C) subject to the governmental filings and other matters referred to in Section 4.1(b)(iii4.2(b)(iii), any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Telaria UTC RemainCo or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (A) (with respect to the certificate of incorporation and bylaws or comparable organizational documents of TelariaUTC’s Subsidiariessubsidiaries), (B) and (C), any such conflicts, violations, defaults, rights, losses or Liens that, individually and or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Telaria UTC or (2) prevent or materially delay the consummation of any of the transactions contemplated hereby. (iii) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local, foreign or supranational government, any court, legislative, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commission, authority or similar body (each, a “Governmental Entity”) Entity is required by or with respect to Telaria UTC or any of its Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement by Telaria UTC or the consummation by Telaria UTC of the transactions contemplated hereby, except for (A) compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and with any other applicable United States or foreign competition, antitrust, merger control or investment laws or laws that provide for review of national security or defense matters (together with the HSR Act, the “Antitrust Laws”), (B) the filing or submission with the SEC SEC, and in the case of clause (2) and (3), effectiveness, of (1) a proxy statement relating to the Telaria Stockholders Meeting (such proxy statement, together with the proxy statement relating to the Rubicon Project UTC Stockholders Meeting, in each case as amended or supplemented from time (2) the registration statement on Form S-4 to time, be filed with the SEC (the “Joint Proxy StatementForm S-4”) by UTC in connection with the issuance of shares of UTC Common Stock in connection with the Merger (the “UTC Share Issuance”), (3) the SpinCo Registration Statements and any other applicable registration statements to be submitted or filed with the SEC by Carrier SpinCo and Xxxx SpinCo, as applicable, in connection with the Distributions and (24) such reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereby, (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which Telaria UTC or its Subsidiaries subsidiaries are qualified to do business business, (D) such filings with and approvals of the NYSE to permit the shares of UTC Common Stock that are to be issued in the Merger to be listed on the NYSE, and such filings with and approvals of the applicable securities exchange(s) to permit the shares of common stock of Carrier SpinCo and the shares of common stock of Xxxx SpinCo that are to be distributed in the Distributions to be listed on such securities exchange(s), (E) approvals, authorizations, actions or rulings by, or filings with, any Taxing Authorities in connection with the Separation and the Distributions and (DF) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually and or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Telaria UTC or (2) prevent or materially delay the consummation of any of the transactions contemplated hereby. (iv) (A) At the time of each Distribution, UTC will have sufficient surplus, as determined in accordance with Section 170 of the DGCL, to effect each such Distribution in accordance therewith, and (B) at the time of each of the Xxxx SpinCo Pre-Closing Cash Distribution, the Carrier SpinCo Pre-Closing Cash Distribution and, if applicable, the issuances of the Xxxx SpinCo Debt Securities and the Carrier SpinCo Debt Securities contemplated by the Separation Principles, Xxxx SpinCo or Carrier SpinCo, as applicable, will have sufficient surplus, as determined in accordance with Section 170 of the DGCL, to consummate such distribution and, if applicable, issuance.

Corporate Authority; Non-contravention. (i) Telaria Parent has all requisite corporate power and authority to enter into this Agreement and, subject to and the Telaria Merger Sub Stockholder Approval, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Telaria Xxxxxx, the performance by Parent of its obligations hereunder and the consummation by Telaria Parent of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Telaria, subject, in the case of the Merger, to the Telaria Stockholder ApprovalParent. The Board of Directors of Telaria Merger Sub (at a meeting duly called and held) has, by the unanimous vote of all directors of Telariahas unanimously, (A) determined that entering into approved and declared advisable this Agreement and consummating the transactions contemplated herebyby this Agreement, including the Merger, on the terms and subject to the conditions set forth in this Agreement, (B) determined that this Agreement and the transactions contemplated by this Agreement, including the Merger, are advisable and fair to, and in the best interests ofof Merger Sub and Parent (as Merger Sub’s sole stockholder), Telaria and its stockholders, (B) authorized and approved the execution, delivery and performance of this Agreement by Telaria and approved the Merger and (C) resolved to recommend the approval of the adoption of this Agreement by to Parent (as Merger Sub’s sole stockholder), on the holders of Telaria Common Stock terms and subject to the conditions set forth in this Agreement, and (D) directed that this Agreement be submitted to Parent (as Merger Sub’s sole stockholder) for consideration by Telaria’s stockholders at the Telaria Stockholders Meeting, and, subject to Section 5.2(b), such resolutions have not been rescinded, modified or withdrawn in any wayits adoption. This Agreement has been duly executed and delivered by Telaria Xxxxxx and, assuming the due authorization, execution and delivery of this Agreement by Rubicon Project and Merger SubAmedisys, constitutes the legal, valid and binding obligation of TelariaParent, enforceable against Telaria Parent in accordance with its terms, except that (1) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Applicable Laws, now or hereafter in effect, affecting or relating to for the enforcement of creditors’ rights generally and (2) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (ii) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby shall not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, “Liens”) upon any of the properties or assets of Telaria or any of its Subsidiaries under, (A) the Certificate of Incorporation of Telaria Parent or Merger Sub or the Bylaws of Telaria Parent or the comparable organizational documents of any of its SubsidiariesMerger Sub, (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which Telaria Parent or any of its Subsidiaries Merger Sub is a party or by which Telaria, any of its Subsidiaries Parent or their respective properties or assets Merger Sub may be bound or (C) subject to the governmental filings and other matters referred to in Section 4.1(b)(iii4.2(b)(iii), any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Telaria Parent or any of its Subsidiaries or their respective properties or assetsMerger Sub, other than, in the case of clauses (A) (with respect to the certificate of incorporation and bylaws or comparable organizational documents of Telaria’s Subsidiaries), (B) and (C), any such conflicts, violations, defaults, rights, losses or Liens thatas would not, individually and or in the aggregate, would not reasonably be expected to (1) have a Parent Material Adverse Effect on Telaria or (2) prevent or materially delay the consummation of any of the transactions contemplated herebyAdverse. (iii) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local, foreign or supranational government, any court, legislative, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commission, authority or similar body (each, a “Governmental Entity”) Entity is required by or with respect to Telaria Parent or any of its Subsidiaries Merger Sub in connection with the execution and delivery of this Agreement by Telaria Parent or Merger Sub, the performance by Parent or Merger Sub of their obligations hereunder or the consummation by Telaria Parent or Merger Sub of the transactions contemplated hereby, except for (A) compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and with any other applicable United States or foreign competition, antitrust, merger control or investment laws or laws that provide for review of national security or defense matters (together with the HSR Act, the “Antitrust Laws”), (B) the filing or submission with the SEC of (1) a proxy statement relating to the Telaria Stockholders Meeting (such proxy statement, together with the proxy statement relating to the Rubicon Project Stockholders Meeting, in each case as amended or supplemented from time to time, the “Joint Proxy Statement”) and (2) such reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereby, (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which Telaria Parent or its Subsidiaries Merger Sub are qualified to do business business, and (D) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually and or in the aggregate, would not not, individually or in the aggregate, reasonably be expected to (1) have a Parent Material Adverse Effect on Telaria or (2) prevent or materially delay the consummation of any of the transactions contemplated herebyEffect.

Corporate Authority; Non-contravention. (i) Telaria UTC has all requisite corporate power and authority to enter into this Agreement and, subject to the Telaria UTC Stockholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Telaria UTC and the consummation by Telaria UTC of the transactions contemplated hereby have been (or, in the case of the Separation and the Distributions, at the Closing, will have been) duly authorized by all necessary corporate action on the part of TelariaUTC, subject, in the case of the MergerUTC Share Issuance, to the Telaria UTC Stockholder Approval. The Board of Directors of Telaria UTC (at a meeting duly called and held) has, by the unanimous vote of all directors of TelariaUTC, (A) determined that entering into this Agreement and consummating the transactions contemplated hereby, including the Merger, hereby are advisable and fair to, and in the best interests of, Telaria UTC and its stockholders, (B) authorized and approved the execution, delivery and performance of this Agreement by Telaria and approved the Merger UTC and (C) resolved to recommend the adoption approval of this Agreement the UTC Share Issuance by the holders of Telaria UTC Common Stock and directed that this Agreement the UTC Share Issuance be submitted for consideration by TelariaUTC’s stockholders at the Telaria UTC Stockholders Meeting, and, subject to Section 5.2(b5.3(b), such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement has been duly executed and delivered by Telaria UTC and, assuming the due authorization, execution and delivery of this Agreement by Rubicon Project and Merger SubRaytheon, constitutes the legal, valid and binding obligation of TelariaUTC, enforceable against Telaria UTC in accordance with its terms, except that (1) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Applicable Laws, now or hereafter in effect, affecting or relating to for the enforcement of creditors’ rights generally and (2) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (ii) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby shall not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, “Liens”) Liens upon any of the properties or assets of Telaria UTC RemainCo or any of its Subsidiaries subsidiaries under, (A) the Certificate of Incorporation of Telaria UTC or the Bylaws of Telaria UTC or the comparable organizational documents of any of its Subsidiariessubsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which Telaria UTC RemainCo or any of its Subsidiaries subsidiaries is a party or by which TelariaUTC RemainCo, any of its Subsidiaries subsidiaries or their respective properties or assets may be bound or (C) subject to the governmental filings and other matters referred to in Section 4.1(b)(iii4.2(b)(iii), any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Telaria UTC RemainCo or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (A) (with respect to the certificate of incorporation and bylaws or comparable organizational documents of TelariaUTC’s Subsidiariessubsidiaries), (B) and (C), any such conflicts, violations, defaults, rights, losses or Liens that, individually and or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Telaria UTC or (2) prevent or materially delay the consummation of any of the transactions contemplated hereby. (iii) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local, foreign or supranational government, any court, legislative, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commission, authority or similar body (each, a “Governmental Entity”) Entity is required by or with respect to Telaria UTC or any of its Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement by Telaria UTC or the consummation by Telaria UTC of the transactions contemplated hereby, except for (A) compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and with any other applicable United States or foreign competition, antitrust, merger control or investment laws or laws that provide for review of national security or defense matters (together with the HSR Act, the “Antitrust Laws”), (B) the filing or submission with the SEC SEC, and in the case of clause (2) and (3), effectiveness, of (1) a proxy statement relating to the Telaria Stockholders Meeting (such proxy statement, together with the proxy statement relating to the Rubicon Project UTC Stockholders Meeting, in each case as amended or supplemented from time (2) the registration statement on Form S-4 to time, be filed with the SEC (the “Joint Proxy StatementForm S-4”) by UTC in connection with the issuance of shares of UTC Common Stock in connection with the Merger (the “UTC Share Issuance”), (3) the SpinCo Registration Statements and any other applicable registration statements to be submitted or filed with the SEC by Carrier SpinCo and Xxxx SpinCo, as applicable, in connection with the Distributions and (24) such reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereby, (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which Telaria UTC or its Subsidiaries subsidiaries are qualified to do business business, (D) such filings with and approvals of the NYSE to permit the shares of UTC Common Stock that are to be issued in the Merger to be listed on the NYSE, and such filings with and approvals of the applicable securities exchange(s) to permit the shares of common stock of Carrier SpinCo and the shares of common stock of Xxxx SpinCo that are to be distributed in the Distributions to be listed on such securities exchange(s), (E) approvals, authorizations, actions or rulings by, or filings with, any Taxing Authorities in connection with the Separation and the Distributions and (DF) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually and or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Telaria UTC or (2) prevent or materially delay the consummation of any of the transactions contemplated hereby. (iv) (A) At the time of each Distribution, UTC will have sufficient surplus, as determined in accordance with Section 170 of the DGCL, to effect each such Distribution in accordance therewith, and (B) at the time of each of the Xxxx SpinCo Pre-Closing Cash Distribution, the Carrier SpinCo Pre-Closing Cash Distribution and, if applicable, the issuances of the Xxxx SpinCo Debt Securities and the Carrier SpinCo Debt Securities contemplated by the Separation Principles, Xxxx SpinCo or Carrier SpinCo, as applicable, will have sufficient surplus, as determined in accordance with Section 170 of the DGCL, to consummate such distribution and, if applicable, issuance.

Corporate Authority; Non-contravention. (i) Telaria ILG has all requisite corporate power and authority to enter into this Agreement and, subject to the Telaria ILG Stockholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Telaria ILG and the consummation by Telaria ILG of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of TelariaILG, subject, in the case of the ILG Merger, to the Telaria ILG Stockholder Approval. The Board of Directors of Telaria (at a meeting duly called and held) has, by the unanimous vote of all directors of Telaria, (A) determined that entering into this Agreement and consummating the transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests of, Telaria and its stockholders, (B) authorized and approved the execution, delivery and performance of this Agreement by Telaria and approved the Merger and (C) resolved to recommend the adoption of this Agreement by the holders of Telaria Common Stock and directed that this Agreement be submitted for consideration by Telaria’s stockholders at the Telaria Stockholders Meeting, and, subject to Section 5.2(b), such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement has been duly executed and delivered by Telaria ILG and, assuming the due authorization, execution and delivery of this Agreement by Rubicon Project and Merger Subeach of the other parties hereto, constitutes the legal, valid and binding obligation of TelariaILG, enforceable against Telaria ILG in accordance with its terms, except that (1) as such enforcement enforceability may be subject to applicable limited by bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or and other similar Applicable Laws, now or hereafter in effect, Laws affecting or relating to the enforcement of creditors’ rights generally and (2) equitable remedies by general principles of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”)equity. (ii) The execution and delivery of this Agreement by each of ILG, Holdco and Ignite Merger Sub does not, and the consummation of the transactions contemplated hereby shall and compliance by each of ILG, Holdco and Ignite Merger Sub with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (but excluding licenses of Intellectual Property) (collectively, “Liens”) upon any of the properties or assets of Telaria ILG or any of its Subsidiaries undersubsidiaries, under (A) (x) the Certificate of Incorporation of Telaria ILG Charter or the ILG Bylaws of Telaria or (y) the comparable organizational documents of any of its SubsidiariesILG’s subsidiaries (including Holdco and Ignite Merger Sub, both before and after giving effect to the ILG Merger and the ILG LLC Conversion), (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other contract, agreement, instrument, permit, concession, franchise, license or similar authorization to which Telaria ILG or any of its Subsidiaries subsidiaries (including Holdco and Ignite Merger Sub, both before and after giving effect to the ILG Merger and the ILG LLC Conversion) is a party or by which TelariaILG, any of its Subsidiaries subsidiaries (including Holdco and Ignite Merger Sub, both before and after giving effect to the ILG Merger and the ILG LLC Conversion) or their respective properties or assets may be bound are bound, or (C) subject to the governmental filings and other matters referred to in Section 4.1(b)(iii)clause (iii) below, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Telaria ILG or any of its Subsidiaries subsidiaries (including Holdco and Ignite Merger Sub, both before and after giving effect to the ILG Merger and the ILG LLC Conversion) or their respective properties or assets, other than, in the case of clauses (A) (with respect to the certificate of incorporation and bylaws or comparable organizational documents of Telaria’s SubsidiariesA)(y), (B) and (C), any such conflicts, violations, defaults, rights, losses or Liens that, individually and or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Telaria or (2) prevent or materially delay ILG or, after giving effect to the consummation of any of ILG Merger and the transactions contemplated herebyILG LLC Conversion, Holdco. (iii) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local, foreign or supranational government, any court, legislative, administrative, regulatory or other governmental agency, commission or authority or authority, any non-governmental self-regulatory agency, commission, commission or authority or similar any arbitral body (each, a “Governmental Entity”) is required by or with respect to Telaria ILG or any of its Subsidiaries subsidiaries (including Holdco and Ignite Merger Sub, both before and after giving effect to the ILG Merger and the ILG LLC Conversion) in connection with the execution and delivery of this Agreement by Telaria ILG, Holdco or Ignite Merger Sub, the consummation by Telaria ILG, Holdco and Ignite Merger Sub of the transactions contemplated herebyhereby or the compliance by ILG, Holdco and Ignite Merger Sub with the provisions of this Agreement, except for (A) compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and with any other applicable United States federal, state or foreign laws that are designed to govern foreign investment or competition, antitrustor intended to prohibit, merger control restrict or investment laws regulate actions having the purpose or laws that provide for review effect of national security monopolization, lessening of competition or defense matters restraint of trade (together with the HSR Act, the “Antitrust Laws”), ”; (B) the filing with the SEC of (1x) a proxy statement relating to the Telaria ILG Stockholders Meeting (such proxy statement, together with the proxy statement relating to the Rubicon Project MVW Stockholders Meeting, in each case as amended or supplemented from time to time, the “Joint Proxy Statement”), (y) the registration statement on Form S-4 to be filed with the SEC by MVW in connection with the issuance of shares of MVW Common Stock in the Initial Holdco Merger, of which the Joint Proxy Statement will form a part (the “Form S-4”), and (2z) such reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereby, ; (C) the filing of the Initial ILG Certificate of Merger, the ILG Certificate of Conversion, the Holdco Certificate of Merger and the Final Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which Telaria ILG and MVW or its Subsidiaries their respective subsidiaries are qualified to do business business; (D) any filings required under the rules and regulations of the NASDAQ Global Select Market; and (DE) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually and or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Telaria or (2) prevent or materially delay ILG or, after giving effect to the consummation of any of ILG Merger and the transactions contemplated herebyILG LLC Conversion, Holdco.

Corporate Authority; Non-contravention. (ia) Telaria The Company Board, at a meeting duly called and held, has all approved this Agreement and the Transactions and recommended that the Company Pre-Closing Shareholders approve the Company Resolutions. Each of the Company and Merger Sub has the requisite corporate power and authority to enter into this Agreement and each of the Ancillary Agreements to which it is, or is contemplated to be, party and, subject to the Telaria Stockholder Company Shareholder Approval, to consummate the transactions contemplated herebyTransactions. Subject to the Company Shareholder Approval, each of Intermediate Holdco and ECRC has the requisite corporate power and authority to consummate the Transactions. The execution and delivery of this Agreement and the applicable Ancillary Agreements by Telaria the Company and Merger Sub, as applicable, and the consummation by Telaria the Company and Merger Sub of the transactions contemplated hereby Transactions have been duly authorized by all necessary corporate action on the part of Telariathe Company and Merger Sub, as applicable, subject, in the case of the MergerCompany, to the Telaria Stockholder Company Shareholder Approval. The Board consummation by Intermediate Holdco and ECRC of Directors the Transactions have been duly authorized by all necessary corporate action on the part of Telaria (at a meeting duly called Intermediate Holdco and held) hasECRC, by the unanimous vote of all directors of Telaria, (A) determined that entering into this Agreement and consummating the transactions contemplated hereby, including the Merger, are advisable and fair toas applicable, and in no other corporate proceedings on the best interests of, Telaria part of Intermediate Holdco and its stockholders, (B) authorized and approved ECRC are necessary to consummate the execution, delivery and performance of this Agreement by Telaria and approved the Merger and (C) resolved to recommend the adoption of this Agreement by the holders of Telaria Common Stock and directed that this Agreement be submitted for consideration by Telaria’s stockholders at the Telaria Stockholders Meeting, and, subject to Section 5.2(b), such resolutions have not been rescinded, modified or withdrawn in any wayTransactions. This Agreement has been duly executed and delivered by Telaria each of Company and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by Rubicon Project and Merger SubGX, constitutes the legal, valid and binding obligation of Telariaeach of the Company and Merger Sub, enforceable against Telaria each of Company and Merger Sub in accordance with its terms, except that (1) such enforcement may be subject to (i) applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Applicable Lawslaws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (2ii) the fact that equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (iib) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby shall Transactions do not and will not, (i) contravene, conflict with or result in any violation or breach of the respective certificates of incorporation, bylaws or comparable governing documents of the Company or the Company Subsidiaries, (ii) subject to the governmental filings and other matters referred to in Section 3.2(c), contravene, conflict with or result in any violation or breach of provision of applicable Law, or (iii) conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, adverse claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, “Liens”) ), other than a Permitted Lien, upon any of the properties (including the Elk Creek Project and Company Mining Rights) or assets of Telaria each of the Company and the Company Subsidiaries under, any Company Permit or any contract to which the Company or any of its Subsidiaries under, (A) the Certificate of Incorporation of Telaria or the Bylaws of Telaria or the comparable organizational documents of any of its Subsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which Telaria or any of its Company Subsidiaries is a party or by which Telaria, the Company or any of its the Company Subsidiaries or their respective properties or assets may be bound or (C) subject to the governmental filings and other matters referred to in Section 4.1(b)(iii), any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Telaria or any of its Subsidiaries or their respective properties or assetsbound, other than, in the case of clauses (A) (with respect to the certificate of incorporation and bylaws or comparable organizational documents of Telaria’s Subsidiaries), (Bii) and (Ciii), any such 11 contraventions, conflicts, violations, defaults, rights, losses or Liens that, individually and or in the aggregate, has not had and would not reasonably be expected (A) to (1) have a Company Material Adverse Effect on Telaria or (2B) prevent or materially delay the consummation of any of the transactions contemplated herebyTransactions. (iiic) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, provincial, local, foreign or supranational government, any court, legislative, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commission, commission or authority or similar body any stock exchange (each, a “Governmental Entity”) is required by or with respect to Telaria the Company or any of its the Company Subsidiaries in connection with the execution and delivery of this Agreement by Telaria the Company and Merger Sub or the consummation by Telaria the Company, Merger Sub, Intermediate Holdco and ECRC of the transactions contemplated herebyTransactions, except for (Ai) compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and with any other applicable United States or foreign competition, antitrust, merger control or investment laws or laws that provide for review of national security or defense matters (together with the HSR Act, the “Antitrust Competition Laws”), (Bii) the filing or submission with the SEC and the Canadian Securities Administrators of (1) a management information and proxy statement circular relating to the Telaria Stockholders Company Shareholder Meeting (such proxy statementcircular, together with the proxy statement relating to the Rubicon Project Stockholders GX Shareholder Meeting, in each case as amended or supplemented from time to time, the “Joint Proxy Statement”), (iii) compliance with the applicable requirements of the TSX and NASDAQ, including the required approval of the TSX for the issuance and listing of the (x) Company Post-Closing Common Shares issuable pursuant to the Exchange, (y) Company Common Shares issuable upon the exchange of the Second Merger Class B Shares pursuant to the Exchange Agreement, and (2z) such reports under Section 13(aCompany Common Shares issuable upon the exercise of Former GX Company Warrants, (iv) or 15(d) compliance with the applicable requirements, if any, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement the Securities Act, state securities laws or “blue sky” laws, state takeover laws, and the transactions contemplated herebyCanadian Securities Laws and the BCBCA, (Cv) the filing of the Certificate of Merger Filings with the Secretary of State of the State of Delaware and, with respect to the Second Merger only, the Secretary of State of the State of Nebraska, and appropriate documents with the relevant authorities of other states in which Telaria the Company or its the Company Subsidiaries are qualified to do business business, and (Dvi) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually and or in the aggregate, would not reasonably be expected to (1) have a Company Material Adverse Effect on Telaria or (2) prevent or materially delay the consummation of any of the transactions contemplated herebyTransactions.

Corporate Authority; Non-contravention. (i) Telaria The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Telaria Company Stockholder Approval, to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement by Telaria the Company and the consummation by Telaria the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by all necessary corporate action on the part of Telariathe Company, subject, subject (in the case of the Merger, ) to the Telaria Company Stockholder ApprovalApproval and the filing of the Certificate of Merger with the Secretary of State of the state of Delaware. The Board of Directors of Telaria the Company (at a meeting duly called and held) has, by the unanimous vote of all the directors of Telaria, the Company: (Aa) determined that entering into this Agreement and consummating the transactions contemplated hereby, including the MergerTransactions, are advisable and fair to, and in the best interests of, Telaria the Company and its stockholders, ; (Bb) authorized and approved the execution, delivery and performance of this Agreement and each Ancillary Agreement to which the Company is a party by Telaria the Company and approved the Merger Transactions; and (Cc) resolved to recommend recommended the adoption of this Agreement by the holders of Telaria the Company Common Stock and directed that this Agreement be submitted for consideration by Telariathe Company’s stockholders at the Telaria Company Stockholders Meeting, and, subject to actions permitted under Section 5.2(b), such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement and each Ancillary Agreement to which the Company is a party has been duly executed and delivered by Telaria the Company and, assuming the due authorization, execution and delivery of this Agreement and each Ancillary Agreement to which the Company is a party by Rubicon Project and Merger Subeach other party thereto, constitutes the legal, valid and binding obligation of Telariathe Company, enforceable against Telaria the Company in accordance with its terms, except that (1A) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Applicable Lawslaws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (2B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (ii) The execution and delivery of this Agreement and each Ancillary Agreement to which the Company is a party by the Company does not, and the consummation of the transactions contemplated hereby Transactions, and compliance with the provisions of this Agreement shall not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancellation, amendment or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest or encumbrance of any kind or nature whatsoever (collectively, “Liens”) upon any of the properties or assets of Telaria the Company or any of its Subsidiaries Subsidiaries, under, : (A) the Company Certificate of Incorporation of Telaria or the Company Bylaws of Telaria or the comparable organizational documents of any of its Subsidiaries, ; (B) any legally binding loan or credit agreement, note, bond, mortgage, indenture, trust document, lease lease, commitment, contract or other legally binding agreement, instrument, permit, concession, franchise, license or similar authorization (each a Contract) to which Telaria the Company or any of its Subsidiaries is a party or by which Telariathe Company, any of its Subsidiaries or their respective properties or assets may be bound bound; or (C) subject to the governmental filings and other matters referred to in Section 4.1(b)(iii), any judgment, order, decree, statute, law, ordinance, rule or regulation Applicable Laws applicable to Telaria the Company or any of its Subsidiaries or their respective businesses, properties or assets, other than, in the case of clauses (A) (with respect to the certificate of incorporation and bylaws or comparable organizational documents of Telaria’s Subsidiaries), (B) and (C), any such conflicts, violations, defaults, rights, losses losses, restrictions or Liens that, individually and or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Telaria the Company or (2) prevent or materially delay the consummation of any of the transactions contemplated herebyTransactions. (iii) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any national, federal, state, local, foreign or supranational government, any court, legislative, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commission, commission or authority or similar body (each, a “Governmental Entity”) is required by or with respect to Telaria the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or any Ancillary Agreement to which the Company is a party by Telaria the Company or the consummation by Telaria the Company of the transactions contemplated herebyTransactions, except for (A) compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and with any other applicable United States national, federal, state or foreign Applicable Laws that are designed to govern foreign investment or competition, antitrustor intended to prohibit, merger control restrict or investment laws regulate actions having the purpose or laws that provide for review effect of national security monopolization, lessening of competition or defense matters restraint of trade (together with the HSR Act, the “Antitrust Laws”), ; (B) the filing with the SEC of (1w) a proxy statement relating to the Telaria Company Stockholders Meeting (as defined in Section 6.2) (such proxy statement, together with the proxy statement relating to the Rubicon Project Stockholders Meeting, in each case as amended or supplemented from time to time, the “Joint Proxy Statement”), (x) a prospectus relating to the issue of shares of Parent Common Stock pursuant to the Merger (such prospectus, as amended or supplemented from time to time, the Prospectus), (y) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the Parent Stock Issuance (as amended from time to time, and including any Prospectus contained therein and including any information incorporation by reference therein, the Registration Statement), and related Form 8-A and (2z) such reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereby, Transactions; (C) the filing of the Certificate of Merger with the Secretary of State of the State state of Delaware and appropriate documents with the relevant authorities of other states in which Telaria the Company and Parent or its their respective Subsidiaries are qualified to do business business; (D) such filings with and approvals of the Exchange to permit the shares of Parent Common Stock, including those that are to be issued in the Merger, to be listed on the Exchange; and (DE) such other consents, approvals, orders Orders or authorizations the failure of which to be made or obtained, individually and or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Telaria the Company or (2) prevent or materially delay the consummation of any of the transactions contemplated herebyTransactions.

Corporate Authority; Non-contravention. (ia) Telaria Each of Parent and Merger Sub has all the requisite corporate power and authority to enter into this Agreement and, subject to the Telaria Stockholder Approval, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Telaria and the consummation by Telaria of the transactions contemplated hereby have been duly and validly authorized by all necessary the board of directors of each of Parent and Merger Sub and by Parent, as the sole stockholder of Merger Sub, no other corporate action proceedings on the part of Telaria, subject, in the case of the Merger, Parent or Merger Sub are necessary to the Telaria Stockholder Approval. The Board of Directors of Telaria (at a meeting duly called and held) has, by the unanimous vote of all directors of Telaria, (A) determined that entering into this Agreement and consummating authorize the transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests of, Telaria and its stockholders, (B) authorized and approved the execution, delivery and performance of this Agreement by Telaria and approved the Merger and (C) resolved to recommend the adoption of this Agreement by the holders of Telaria Common Stock and directed that this Agreement be submitted for consideration by Telaria’s stockholders at the Telaria Stockholders Meeting, and, subject to Section 5.2(b), such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement has been duly and validly executed and delivered by Telaria Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by Rubicon Project constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of each of Parent and Merger Sub, constitutes the legal, valid and binding obligation of Telaria, enforceable against Telaria each of Parent and Merger Sub in accordance with its terms, except that (1) where such enforcement enforceability may be subject to applicable limited by bankruptcy, insolvency, examinershipreorganization, preference, fraudulent transfer, reorganization, moratorium or other similar Applicable Laws, now or hereafter in effect, affecting or Laws relating to or affecting the enforcement of creditors’ rights generally and (2) equitable remedies of specific performance creditors and injunctive and other forms by general principles of equitable relief may be subject to equitable defenses and to the discretion equity regardless of the court before which any whether enforcement is considered in a proceeding therefor may be brought (collectively, the “Enforceability Exceptions”)in equity or Law. (iib) The execution execution, delivery and delivery performance by Parent and Merger Sub of this Agreement does not, and the consummation of the Merger by Parent and Merger Sub do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Body other than: (i) the filing of the Certificate of Merger; (ii) compliance with the applicable requirements of any antitrust, competition or similar Laws of any foreign jurisdiction; and (iii) the other consents and/or notices set forth on Part 4.2(b) of the Parent Disclosure Schedule (collectively, clauses (i) through (iii), the “Parent Approvals”), and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (c) Assuming compliance with the matters referenced in Section 4.2(b), and receipt of the Parent Approvals, the execution, delivery and performance by each of Parent and Merger Sub of this Agreement, the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby shall do not and will not, : (i) contravene or conflict with, with the organizational documents of Parent or Merger Sub; (ii) contravene or conflict with in any material respect or constitute a material violation of any provision of any Law binding upon or applicable to Parent or Merger Sub or any of their respective properties or assets; or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under, under any material contract binding upon Parent or Merger Sub or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever Encumbrance (collectively, “Liens”other than Permitted Encumbrances) upon any of the properties or assets of Telaria Parent or any of its Subsidiaries under, (A) the Certificate of Incorporation of Telaria or the Bylaws of Telaria or the comparable organizational documents of any of its Subsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which Telaria or any of its Subsidiaries is a party or by which Telaria, any of its Subsidiaries or their respective properties or assets may be bound or (C) subject to the governmental filings and other matters referred to in Section 4.1(b)(iii), any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Telaria or any of its Subsidiaries or their respective properties or assetsMerger Sub, other than, in the case of clauses (Aii) or (with respect to the certificate of incorporation and bylaws or comparable organizational documents of Telaria’s Subsidiaries), (B) and (Ciii), any such conflictsviolation, violationsconflict, defaultsdefault, rightstermination, losses cancellation, acceleration, right, loss or Liens thatEncumbrance that would not, individually and or in the aggregate, would not reasonably be expected to (1) have a Parent Material Adverse Effect on Telaria or (2) prevent or materially delay the consummation of any of the transactions contemplated herebyEffect. (iii) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local, foreign or supranational government, any court, legislative, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commission, authority or similar body (each, a “Governmental Entity”) is required by or with respect to Telaria or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Telaria or the consummation by Telaria of the transactions contemplated hereby, except for (A) compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and with any other applicable United States or foreign competition, antitrust, merger control or investment laws or laws that provide for review of national security or defense matters (together with the HSR Act, the “Antitrust Laws”), (B) the filing with the SEC of (1) a proxy statement relating to the Telaria Stockholders Meeting (such proxy statement, together with the proxy statement relating to the Rubicon Project Stockholders Meeting, in each case as amended or supplemented from time to time, the “Joint Proxy Statement”) and (2) such reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereby, (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which Telaria or its Subsidiaries are qualified to do business and (D) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually and in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Telaria or (2) prevent or materially delay the consummation of any of the transactions contemplated hereby.

Corporate Authority; Non-contravention. (i) Telaria The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and the Statutory Merger Agreement and, subject to the Telaria Stockholder ApprovalCompany Shareholder Approval and the filing of the Merger Application with the Registrar, to consummate the transactions contemplated herebyTransactions, including the Merger. The execution and delivery of this Agreement and the Statutory Merger Agreement by Telaria the Company and the consummation by Telaria the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by all necessary corporate action on the part of Telariathe Company, subject, subject (in the case of the Merger, ) to the Telaria Stockholder ApprovalCompany Shareholder Approval and the filing of the Merger Application with the Registrar. The Board of Directors of Telaria the Company (at a meeting duly called and held) has, by the unanimous vote of all directors of Telaria, the Company: (Aa) determined that the Exchange Ratio constitutes fair value for the Company Common Shares in accordance with the Bermuda Companies Act; (b) determined that entering into this Agreement and the Statutory Merger Agreement and consummating the transactions contemplated hereby, including the Merger, Transactions are advisable and fair to, and in the best interests of, Telaria and its stockholders, of the Company; (Bc) authorized and approved the execution, delivery and performance of this Agreement and the Statutory Merger Agreement by Telaria the Company and approved the Merger Merger; and (Cd) resolved to recommend recommended the approval and adoption of the Transactions, this Agreement and the Statutory Merger Agreement by the holders of Telaria Company Common Stock Shares and directed that this Agreement and the Statutory Merger Agreement be submitted for consideration by Telariathe Company’s stockholders shareholders at the Telaria Stockholders Company Shareholders Meeting, and, subject to Section 5.2(b), 5.2(c) and Section 5.2(e) such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement has been duly executed and delivered by Telaria the Company and, assuming the due authorization, execution and delivery of this Agreement by Rubicon Project and Merger SubParent, constitutes the legal, valid and binding obligation of Telariathe Company, enforceable against Telaria the Company in accordance with its terms, except that (1A) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Applicable Lawslaws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (2B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (ii) The execution and delivery of this Agreement does and the Statutory Merger Agreement by the Company do not, and the consummation of the transactions contemplated hereby Transactions and compliance with the provisions of this Agreement and the Statutory Merger Agreement shall not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, “Liens”) upon any of the properties or assets of Telaria the Company or any of its Subsidiaries undersubsidiaries, under (A) the Company Certificate of Incorporation Incorporation, Company Memorandum of Telaria Association or the Bylaws of Telaria Company Bye-laws or the comparable organizational documents of any of its Subsidiariessubsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which Telaria the Company or any of its Subsidiaries subsidiaries is a party or by which Telariathe Company, any of its Subsidiaries subsidiaries or their respective properties or assets may be bound or (C) subject to the governmental filings and other matters referred to in Section 4.1(b)(iii), any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Telaria the Company or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (A) (with respect to the certificate of incorporation and bylaws or comparable organizational documents of Telaria’s Subsidiaries), (B) and (C), any such conflicts, violations, defaults, rights, losses losses, restrictions or Liens that, individually and or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Telaria the Company or (2) prevent or materially delay the consummation of any of the transactions contemplated herebyTransactions. (iii) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local, foreign or supranational government, any court, legislative, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commission, commission or authority or similar body (each, a “Governmental Entity”) is required by or with respect to Telaria the Company or any of its Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement or the Statutory Merger Agreement by Telaria the Company or the consummation by Telaria the Company or its subsidiaries of the transactions contemplated herebyTransactions, except for (A) compliance with any applicable requirements of the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and with any other applicable United States federal, state or foreign laws that are designed to govern foreign investment or competition, antitrustor intended to prohibit, merger control restrict or investment laws regulate actions having the purpose or laws that provide for review effect of national security monopolization, lessening of competition or defense matters restraint of trade (together with the HSR Act, the “Antitrust Laws”), ; (B) the filing with the SEC of (1x) a proxy statement relating to the Telaria Stockholders Company Shareholders Meeting (such proxy statement, together with the proxy statement relating to the Rubicon Project Stockholders Parent Shareholders Meeting, in each case as amended or supplemented from time to time, the “Joint Proxy Statement”), (y) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the Parent Share Issuance (the “Form S-4”) and (2z) such reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement, the Statutory Merger Agreement and the transactions contemplated hereby, Transactions; (C) the filing of (x) the Certificate of Merger Application with the Secretary of State of Registrar pursuant to the State of Delaware Bermuda Companies Act and (y) appropriate documents with the relevant authorities of other states in which Telaria the Company and Parent or its Subsidiaries their respective subsidiaries are qualified to do business business; (D) the approval of the United Kingdom Financial Conduct Authority in respect of the acquisition of equity securities of the entities set forth on Section 4.1(b)(iii)(D) of the Company Disclosure Letter in connection with the Merger; (E) such filings with and approvals of the New York Stock Exchange (the “NYSE”) to permit the Parent Common Shares that are to be issued in the Merger to be listed on the NYSE; and (DF) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually and or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Telaria the Company or (2) prevent or materially delay the consummation of any of the transactions contemplated herebyTransactions.

Corporate Authority; Non-contravention. (i) Telaria Orion has all requisite corporate power and authority to enter into this Agreement and, subject to the Telaria Orion Stockholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Telaria Orion and the consummation by Telaria Orion of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Telaria, subject, in the case of the Merger, to the Telaria Stockholder Approval. The Board of Directors of Telaria been (at a meeting duly called and held) has, by the unanimous vote of all directors of Telaria, (Aa) determined that entering into this Agreement and consummating the transactions contemplated hereby, including the Orion Merger, are advisable and fair to, and in the best interests of, Telaria Orion and its stockholders, ; (Bb) authorized and approved the execution, delivery and performance of this Agreement by Telaria Orion and approved the Merger Orion Merger; and (Cc) resolved to recommend recommended the adoption of this Agreement by the holders of Telaria Orion Common Stock and directed that this Agreement be submitted for consideration by TelariaOrion’s stockholders at the Telaria Orion Stockholders Meeting, and, subject to Section 5.2(b), such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement has been duly executed and delivered by Telaria Orion and, assuming the due authorization, execution and delivery of this Agreement by Rubicon Project and Merger SubDiamond, constitutes the legal, valid and binding obligation of TelariaOrion, enforceable against Telaria Orion in accordance with its terms, except that (1A) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Applicable Lawslaws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (2B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (ii) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions of this Agreement shall not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, “Liens”) upon any of the properties or assets of Telaria Orion or any of its Subsidiaries undersubsidiaries, under (A) the Orion Certificate of Incorporation of Telaria or the Bylaws By-laws of Telaria Orion or the comparable organizational documents of any of its Subsidiariessubsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which Telaria Orion or any of its Subsidiaries subsidiaries is a party or by which TelariaOrion, any of its Subsidiaries subsidiaries or their respective properties or assets may be bound or (C) subject to the governmental filings and other matters referred to in Section 4.1(b)(iii)clause (iii) below, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Telaria Orion or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (A) (with respect to the certificate of incorporation and bylaws or comparable organizational documents of Telaria’s Subsidiaries), (B) and (C), any such conflicts, violations, defaults, rights, losses losses, restrictions or Liens that, individually and or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Telaria Orion or (2) prevent or materially delay the consummation of any of the transactions contemplated hereby. (iii) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local, foreign or supranational government, any court, legislative, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commission, commission or authority or similar body (each, a “Governmental Entity”) is required by or with respect to Telaria Orion or any of its Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement by Telaria Orion or the consummation by Telaria Orion of the transactions contemplated hereby, except for (A) compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and with any other applicable United States federal, state or foreign laws that are designed to govern foreign investment or competition, antitrustor intended to prohibit, merger control restrict or investment laws regulate actions having the purpose or laws that provide for review effect of national security monopolization, lessening of competition or defense matters restraint of trade (together with the HSR Act, the “Antitrust Laws”), ; (B) the filing with the SEC of (1x) a proxy statement relating to the Telaria Orion Stockholders Meeting (as defined in Section 6.1(b)) (such proxy statement, together with the proxy statement relating to the Rubicon Project Diamond Stockholders Meeting, in each case as amended or supplemented from time to time, the “Joint Proxy Statement”), (y) the registration statement on Form S-4 to be filed with the SEC by HoldCo in connection with the issuance of shares of HoldCo Common Stock in the Mergers (the “Form S-4”) and (2z) such reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereby, ; (C) the filing of the Orion Certificate of Merger and the Diamond Certificate of Merger with the Secretary of State of the State state of Delaware and appropriate documents with the relevant authorities of other states in which Telaria Orion and Diamond or its Subsidiaries their respective subsidiaries are qualified to do business business; (D) such filings with and approvals of the New York Stock Exchange (the “NYSE”) to permit the shares of HoldCo Common Stock that are to be issued in the Mergers to be listed on the NYSE; and (DE) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually and or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Telaria Orion or (2) prevent or materially delay the consummation of any of the transactions contemplated hereby.

Corporate Authority; Non-contravention. (ia) Telaria The Company has all the requisite corporate power and authority to enter into this Agreement and, subject to except for the Telaria receipt of the Company Stockholder Approval, to consummate the transactions contemplated hereby. The execution separate affirmative votes of the holders of (i) a majority of the Preferred Company Stock and delivery (ii) a majority of this Agreement the votes represented by Telaria the Company Shares (including, for the avoidance of doubt, the votes represented by the Preferred Company Stock) are the only votes of the holders of the Company’s Shares required in connection with the consummation of the Merger (the “Company Stockholder Approval”). The Company Board at a duly held meeting has: (i) determined that the Merger and the consummation by Telaria of the other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Telaria, subject, in the case of the Merger, to the Telaria Stockholder Approval. The Board of Directors of Telaria (at a meeting duly called and held) has, by the unanimous vote of all directors of Telaria, (A) determined that entering into this Agreement and consummating the transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests of, Telaria of the Company and its stockholders, and declared it advisable to enter into this Agreement; (Bii) authorized and approved the execution, delivery and performance of this Agreement by Telaria and approved the Merger consummation of the transactions contemplated hereby, including the Merger; and (Ciii) subject to Section 5.3, resolved to recommend that the adoption Stockholders of the Company adopt this Agreement by and approve the holders Merger. Except for the Company Stockholder Approval, no other corporate proceedings on the part of Telaria Common Stock and directed that this Agreement be submitted for consideration by Telaria’s stockholders at the Telaria Stockholders Meeting, and, subject Company are necessary to Section 5.2(b), such resolutions have not been rescinded, modified or withdrawn in any wayauthorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Telaria the Company and, assuming the due authorization, execution and delivery of this Agreement by Rubicon Project constitutes the valid and binding agreement of Parent and Merger Sub, constitutes the legal, valid and binding obligation agreement of Telariathe Company, enforceable against Telaria the Company in accordance with its terms, except that (1) where such enforcement enforceability may be subject to applicable limited by bankruptcy, insolvency, examinershipreorganization, preference, fraudulent transfer, reorganization, moratorium or other similar Applicable Laws, now or hereafter in effect, affecting or Laws relating to or affecting the enforcement rights and remedies of creditors’ rights generally , and by general principles of equity regardless of whether enforcement is considered in a proceeding in equity or Law. (b) The execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Body or stock exchange other than: (i) the filing of the Certificate of Merger; (ii) compliance with the applicable requirements of any antitrust, competition or similar Laws of any foreign jurisdiction; (iii) compliance with the applicable requirements of the Exchange Act, including the filing with the SEC of an information statement of the type contemplated by Rule 14c-2 under the Exchange Act related to the Merger and this Agreement (such information statement, including any amendment or supplement thereto, the “Information Statement”); (iv) compliance with the rules and regulations of the OTCQB; and (2v) equitable remedies compliance with any applicable foreign or state securities or blue sky laws (collectively, clauses (i) through (v), the “Company Approvals”). The approvals of specific performance and injunctive and other forms the Company Board referred to in Section 3.3(a) constitute all necessary approvals of equitable relief may be subject to equitable defenses and the Company Board such that no restrictions of any Takeover Laws apply to the discretion Company with respect to this Agreement, the Merger or any of the court before which other transactions contemplated by this Agreement. (c) Assuming compliance with the matters referenced in Section 3.3(b), receipt of the Company Approvals and the receipt of the Company Stockholder Approval, the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby do not and will not: (i) contravene or conflict with the certificate of incorporation, bylaws or any proceeding therefor may be brought certificate of designation of the Company, including all amendments thereto (collectively, the “Enforceability ExceptionsCompany Charter Documents”). ; (ii) The execution and delivery contravene or conflict with in any material respect or constitute a material violation of this Agreement does not, and any provision of any Law binding upon or applicable to the consummation Company or its properties or assets; or (iii) except as set forth on Part 3.3(c) of the transactions contemplated hereby shall notDisclosure Schedule, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under, under any Material Contract or any material oral arrangement binding upon the Company or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever Encumbrance (collectively, “Liens”other than Permitted Encumbrances) upon any of the properties or assets of Telaria or any of its Subsidiaries under, (A) the Certificate of Incorporation of Telaria or the Bylaws of Telaria or the comparable organizational documents of any of its Subsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which Telaria or any of its Subsidiaries is a party or by which Telaria, any of its Subsidiaries or their respective properties or assets may be bound or (C) subject to the governmental filings and other matters referred to in Section 4.1(b)(iii), any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Telaria or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (A) (with respect to the certificate of incorporation and bylaws or comparable organizational documents of Telaria’s Subsidiaries), (B) and (C), any such conflicts, violations, defaults, rights, losses or Liens that, individually and in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Telaria or (2) prevent or materially delay the consummation of any of the transactions contemplated herebyCompany. (iii) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local, foreign or supranational government, any court, legislative, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commission, authority or similar body (each, a “Governmental Entity”) is required by or with respect to Telaria or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Telaria or the consummation by Telaria of the transactions contemplated hereby, except for (A) compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and with any other applicable United States or foreign competition, antitrust, merger control or investment laws or laws that provide for review of national security or defense matters (together with the HSR Act, the “Antitrust Laws”), (B) the filing with the SEC of (1) a proxy statement relating to the Telaria Stockholders Meeting (such proxy statement, together with the proxy statement relating to the Rubicon Project Stockholders Meeting, in each case as amended or supplemented from time to time, the “Joint Proxy Statement”) and (2) such reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereby, (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which Telaria or its Subsidiaries are qualified to do business and (D) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually and in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Telaria or (2) prevent or materially delay the consummation of any of the transactions contemplated hereby.

Corporate Authority; Non-contravention. (i) Telaria The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Telaria Company Stockholder Approval, to consummate the transactions contemplated herebyTransactions, including the Merger. The execution and delivery of this Agreement by Telaria the Company and the consummation by Telaria the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by all necessary corporate action on the part of Telariathe Company, subject, subject (in the case of the Merger, ) to the Telaria Company Stockholder ApprovalApproval and the filing of the Certificate of Merger with the Secretary of State of the state of Delaware. The Board of Directors of Telaria the Company (at a meeting duly called and held) has, by the unanimous vote of all directors of Telaria, the Company: (Aa) determined that entering into this Agreement and consummating the transactions contemplated herebyTransactions, including the Merger, are advisable and fair to, and in the best interests of, Telaria the Company and its stockholders, ; (Bb) authorized and approved the execution, delivery and performance of this Agreement by Telaria the Company and approved the Merger Merger; and (Cc) resolved to recommend recommended the adoption of this Agreement by the holders of Telaria the Company Common Stock and directed that this Agreement be submitted for consideration by Telariathe Company’s stockholders at the Telaria Company Stockholders Meeting, and, subject to Section 5.2(b), such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement has been duly executed and delivered by Telaria the Company and, assuming the due authorization, execution and delivery of this Agreement by Rubicon Project and Merger SubParent, constitutes the legal, valid and binding obligation of Telariathe Company, enforceable against Telaria the Company in accordance with its terms, except that (1A) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Applicable Lawslaws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (2B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (ii) The execution and delivery of this Agreement does by the Company do not, and the consummation of the transactions contemplated hereby Transactions and compliance with the provisions of this Agreement shall not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, “Liens”) upon any of the properties or assets of Telaria the Company or any of its Subsidiaries undersubsidiaries, under (A) the Company Certificate of Incorporation of Telaria or the Bylaws of Telaria the Company or the comparable organizational documents of any of its Subsidiariessubsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which Telaria the Company or any of its Subsidiaries subsidiaries is a party or by which Telariathe Company, any of its Subsidiaries subsidiaries or their respective properties or assets may be bound or (C) subject to the governmental filings and other matters referred to in Section 4.1(b)(iii)clause (iii) below, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Telaria the Company or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (A) (with respect to the certificate of incorporation and bylaws or comparable organizational documents of Telaria’s Subsidiaries), (B) and (C), any such conflicts, violations, defaults, rights, losses losses, restrictions or Liens that, individually and or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Telaria the Company or (2) prevent or materially delay the consummation of any of the transactions contemplated herebyTransactions. (iii) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local, foreign or supranational government, any court, legislative, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commission, commission or authority or similar body (each, a “Governmental Entity”) is required by or with respect to Telaria the Company or any of its Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement by Telaria the Company or the consummation by Telaria the Company of the transactions contemplated herebyTransactions, except for (A) compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and with any other applicable United States federal, state or foreign laws that are designed to govern foreign investment or competition, antitrustor intended to prohibit, merger control restrict or investment laws regulate actions having the purpose or laws that provide for review effect of national security monopolization, lessening of competition or defense matters restraint of trade (together with the HSR Act, the “Antitrust Laws”), ; (B) the filing with the SEC of (1x) a proxy statement relating to the Telaria Company Stockholders Meeting (as defined in Section 6.1(b)) (such proxy statement, together with the proxy statement relating to the Rubicon Project Stockholders Parent Shareholders Meeting, in each case as amended or supplemented from time to time, the “Joint Proxy Statement”), (y) the registration statement on Form F-4 to be filed with the SEC by Parent in connection with the Parent Share Issuance (the “Form F-4”) and (2z) such reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereby, Transactions; (C) the filing of the Certificate of Merger with the Secretary of State of the State state of Delaware and appropriate documents with the relevant authorities of other states in which Telaria the Company and Parent or its Subsidiaries their respective subsidiaries are qualified to do business business; (D) such filings with and approvals of the Exchange to permit the Parent Common Shares that are to be issued in the Merger to be listed on the Exchange; and (DE) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually and or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Telaria the Company or (2) prevent or materially delay the consummation of any of the transactions contemplated herebyTransactions.

Corporate Authority; Non-contravention. (i) Telaria The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and the Statutory Merger Agreement and, subject to the Telaria Stockholder ApprovalCompany Shareholder Approval and the filing of the Merger Application with the Registrar, to consummate the transactions contemplated herebyTransactions, including the Merger. The execution and delivery of this Agreement and the Statutory Merger Agreement by Telaria the Company and the consummation by Telaria the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by all necessary corporate action on the part of Telariathe Company, subject, subject (in the case of the Merger, ) to the Telaria Stockholder ApprovalCompany Shareholder Approval and the filing of the Merger Application with the Registrar. The Board of Directors of Telaria the Company (at a meeting duly called and held) has, by the unanimous vote of all directors of Telaria, the Company: (Aa) determined that the Exchange Ratio constitutes fair value for the Company Common Shares in accordance with the Bermuda Companies Act; (b) determined that entering into this Agreement and the Statutory Merger Agreement and consummating the transactions contemplated hereby, including the Merger, Transactions are advisable and fair to, and in the best interests of, Telaria and its stockholders, of the Company; (Bc) authorized and approved the execution, delivery and performance of this Agreement and the Statutory Merger Agreement by Telaria the Company and approved the Merger Merger; and (Cd) resolved to recommend recommended the approval and adoption of the Transactions, this Agreement and the Statutory Merger Agreement by the holders of Telaria Company Common Stock Shares and directed that this Agreement and the Statutory Merger Agreement be submitted for consideration by Telariathe Company’s stockholders shareholders at the Telaria Stockholders Company Shareholders Meeting, and, subject to Section 5.2(b), 5.2(c) and Section 5.2(e) such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement has been duly executed and delivered by Telaria the Company and, assuming the due authorization, execution and delivery of this Agreement by Rubicon Project and Merger SubParent, constitutes the legal, valid and binding obligation of Telariathe Company, enforceable against Telaria the Company in accordance with its terms, except that (1A) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Applicable Lawslaws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (2B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (ii) The execution and delivery of this Agreement does and the Statutory Merger Agreement by the Company do not, and the consummation of the transactions contemplated hereby Transactions and compliance with the provisions of this Agreement and the Statutory Merger Agreement shall not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, “Liens”) upon any of the properties or assets of Telaria the Company or any of its Subsidiaries undersubsidiaries, under (A) the Company Certificate of Incorporation Incorporation, Company Memorandum of Telaria Association or the Bylaws of Telaria Company Bye-laws or the comparable organizational documents of any of its Subsidiariessubsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which Telaria the Company or any of its Subsidiaries subsidiaries is a party or by which Telariathe Company, any of its Subsidiaries subsidiaries or their respective properties or assets may be bound or (C) subject to the governmental filings and other matters referred to in Section 4.1(b)(iii), any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Telaria the Company or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (A) (with respect to the certificate of incorporation and bylaws or comparable organizational documents of Telaria’s Subsidiaries), (B) and (C), any such conflicts, violations, defaults, rights, losses losses, restrictions or Liens that, individually and or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Telaria the Company or (2) prevent or materially delay the consummation of any of the transactions contemplated herebyTransactions. (iii) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local, foreign or supranational government, any court, legislative, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commission, commission or authority or similar body (each, a “Governmental Entity”) is required by or with respect to Telaria the Company or any of its Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement or the Statutory Merger Agreement by Telaria the Company or the consummation by Telaria the Company or its subsidiaries of the transactions contemplated herebyTransactions, except for (A) compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and with any other applicable United States federal, state or foreign laws that are designed to govern foreign investment or competition, antitrustor intended to prohibit, merger control restrict or investment laws regulate actions having the purpose or laws that provide for review effect of national security monopolization, lessening of competition or defense matters restraint of trade (together with the HSR Act, the “Antitrust Laws”), ; (B) the filing with the SEC of (1x) a proxy statement relating to the Telaria Stockholders Company Shareholders Meeting (such proxy statement, together with the proxy statement relating to the Rubicon Project Stockholders Parent Shareholders Meeting, in each case as amended or supplemented from time to time, the “Joint Proxy Statement”), (y) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the Parent Share Issuance (the “Form S-4”) and (2z) such reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement, the Statutory Merger Agreement and the transactions contemplated hereby, Transactions; (C) the filing of (x) the Certificate of Merger Application with the Secretary of State of Registrar pursuant to the State of Delaware Bermuda Companies Act and (y) appropriate documents with the relevant authorities of other states in which Telaria the Company and Parent or its Subsidiaries their respective subsidiaries are qualified to do business business; (D) the approval of the United Kingdom Financial Conduct Authority in respect of the acquisition of equity securities of the entities set forth on Section 4.1(b)(iii)(D) of the Company Disclosure Letter in connection with the Merger; (E) such filings with and approvals of the New York Stock Exchange (the “NYSE”) to permit the Parent Common Shares that are to be issued in the Merger to be listed on the NYSE; and (DF) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually and or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Telaria the Company or (2) prevent or materially delay the consummation of any of the transactions contemplated herebyTransactions.

Corporate Authority; Non-contravention. (i) Telaria The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Telaria Company Stockholder Approval, to consummate the transactions contemplated herebyTransactions, including the Merger. The execution and delivery of this Agreement by Telaria the Company and the consummation by Telaria the Company of the transactions contemplated hereby Transactions have been duly and validly authorized by all necessary corporate action on the part of Telariathe Company, subject, subject (in the case of the Merger, ) to the Telaria Company Stockholder ApprovalApproval and the filing of the Certificate of Merger with the Secretary of State of the state of Delaware. The Board of Directors of Telaria the Company (at a meeting duly called and held) has, by the unanimous vote of all directors of Telaria, the Company: (Aa) determined that entering into this Agreement and consummating the transactions contemplated herebyTransactions, including the Merger, are advisable and fair to, and in the best interests of, Telaria the Company and its stockholders, ; (Bb) authorized and approved the execution, delivery and performance of this Agreement by Telaria the Company and approved the Merger Merger; and (Cc) resolved to recommend recommended the adoption of this Agreement by the holders of Telaria the Company Common Stock and directed that this Agreement be submitted for consideration by Telariathe Company’s stockholders at the Telaria Company Stockholders Meeting, and, subject to Section ‎Section 5.2(b), such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement has been duly executed and delivered by Telaria the Company and, assuming the due authorization, execution and delivery of this Agreement by Rubicon Project and Merger SubParent, constitutes the legal, valid and binding obligation of Telariathe Company, enforceable against Telaria the Company in accordance with its terms, except that (1A) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Applicable Lawslaws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (2B) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (ii) The execution and delivery of this Agreement does by the Company do not, and the consummation of the transactions contemplated hereby Transactions and compliance with the provisions of this Agreement shall not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, “Liens”) upon any of the properties or assets of Telaria the Company or any of its Subsidiaries undersubsidiaries, under (A) the Company Certificate of Incorporation of Telaria or the Bylaws of Telaria the Company or the comparable organizational documents of any of its Subsidiariessubsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which Telaria the Company or any of its Subsidiaries subsidiaries is a party or by which Telariathe Company, any of its Subsidiaries subsidiaries or their respective properties or assets may be bound or (C) subject to the governmental filings and other matters referred to in Section 4.1(b)(iii)clause (iii) below, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Telaria the Company or any of its Subsidiaries subsidiaries or their respective properties or assets, other than, in the case of clauses (A) (with respect to the certificate of incorporation and bylaws or comparable organizational documents of Telaria’s Subsidiaries), (B) and (C), any such conflicts, violations, defaults, rights, losses losses, restrictions or Liens that, individually and or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Telaria the Company or (2) prevent or materially delay the consummation of any of the transactions contemplated herebyTransactions. (iii) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local, foreign or supranational government, any court, legislative, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commission, commission or authority or similar body (each, a “Governmental Entity”) is required by or with respect to Telaria the Company or any of its Subsidiaries subsidiaries in connection with the execution and delivery of this Agreement by Telaria the Company or the consummation by Telaria the Company of the transactions contemplated herebyTransactions, except for (A) compliance with any applicable requirements of the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and with any other applicable United States federal, state or foreign laws that are designed to govern foreign investment or competition, antitrustor intended to prohibit, merger control restrict or investment laws regulate actions having the purpose or laws that provide for review effect of national security monopolization, lessening of competition or defense matters restraint of trade (together with the HSR Act, the “Antitrust Laws”), ; (B) the filing with the SEC of (1x) a proxy statement relating to the Telaria Company Stockholders Meeting (as defined in ‎Section 6.1(b)) (such proxy statement, together with the proxy statement relating to the Rubicon Project Stockholders Parent Shareholders Meeting, in each case as amended or supplemented from time to time, the “Joint Proxy Statement”), (y) the registration statement on Form F-4 to be filed with the SEC by Parent in connection with the Parent Share Issuance (the “Form F-4”) and (2z) such reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereby, (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which Telaria or its Subsidiaries are qualified to do business and (D) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually and in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Telaria or (2) prevent or materially delay the consummation of any of the transactions contemplated hereby.or

Corporate Authority; Non-contravention. (ia) Telaria The Company Board, at a meeting duly called and held, has all approved this Agreement and the Transactions and recommended that the Company Pre-Closing Shareholders approve the Company Resolutions. Each of the Company and Merger Sub has the requisite corporate power and authority to enter into this Agreement and each of the Ancillary Agreements to which it is, or is contemplated to be, party and, subject to the Telaria Stockholder Company Shareholder Approval, to consummate the transactions contemplated herebyTransactions. Subject to the Company Shareholder Approval, each of Intermediate Holdco and ECRC has the requisite corporate power and authority to consummate the Transactions. The execution and delivery of this Agreement and the applicable Ancillary Agreements by Telaria the Company and Merger Sub, as applicable, and the consummation by Telaria the Company and Merger Sub of the transactions contemplated hereby Transactions have been duly authorized by all necessary corporate action on the part of Telariathe Company and Merger Sub, as applicable, subject, in the case of the MergerCompany, to the Telaria Stockholder Company Shareholder Approval. The Board consummation by Intermediate Holdco and ECRC of Directors the Transactions have been duly authorized by all necessary corporate action on the part of Telaria (at a meeting duly called Intermediate Holdco and held) hasECRC, by the unanimous vote of all directors of Telaria, (A) determined that entering into this Agreement and consummating the transactions contemplated hereby, including the Merger, are advisable and fair toas applicable, and in no other corporate proceedings on the best interests of, Telaria part of Intermediate Holdco and its stockholders, (B) authorized and approved ECRC are necessary to consummate the execution, delivery and performance of this Agreement by Telaria and approved the Merger and (C) resolved to recommend the adoption of this Agreement by the holders of Telaria Common Stock and directed that this Agreement be submitted for consideration by Telaria’s stockholders at the Telaria Stockholders Meeting, and, subject to Section 5.2(b), such resolutions have not been rescinded, modified or withdrawn in any wayTransactions. This Agreement has been duly executed and delivered by Telaria each of Company and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by Rubicon Project and Merger SubGX, constitutes the legal, valid and binding obligation of Telariaeach of the Company and Merger Sub, enforceable against Telaria each of Company and Merger Sub in accordance with its terms, except that (1) such enforcement may be subject to (i) applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Applicable Lawslaws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (2ii) the fact that equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (iib) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby shall Transactions do not and will not, (i) contravene, conflict with or result in any violation or breach of the respective certificates of incorporation, bylaws or comparable governing documents of the Company or the Company Subsidiaries, (ii) subject to the governmental filings and other matters referred to in Section 3.2(c), contravene, conflict with or result in any violation or breach of provision of applicable Law, or (iii) conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, adverse claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, “Liens”) ), other than a Permitted Lien, upon any of the properties (including the Elk Creek Project and Company Mining Rights) or assets of Telaria each of the Company and the Company Subsidiaries under, any Company Permit or any contract to which the Company or any of its Subsidiaries under, (A) the Certificate of Incorporation of Telaria or the Bylaws of Telaria or the comparable organizational documents of any of its Subsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which Telaria or any of its Company Subsidiaries is a party or by which Telaria, the Company or any of its the Company Subsidiaries or their respective properties or assets may be bound or (C) subject to the governmental filings and other matters referred to in Section 4.1(b)(iii), any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Telaria or any of its Subsidiaries or their respective properties or assetsbound, other than, in the case of clauses (A) (with respect to the certificate of incorporation and bylaws or comparable organizational documents of Telaria’s Subsidiaries), (Bii) and (Ciii), any such contraventions, conflicts, violations, defaults, rights, losses or Liens that, individually and or in the aggregate, has not had and would not reasonably be expected (A) to (1) have a Company Material Adverse Effect on Telaria or (2B) prevent or materially delay the consummation of any of the transactions contemplated herebyTransactions. (iiic) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, provincial, local, foreign or supranational government, any court, legislative, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commission, commission or authority or similar body any stock exchange (each, a “Governmental Entity”) is required by or with respect to Telaria the Company or any of its the Company Subsidiaries in connection with the execution and delivery of this Agreement by Telaria the Company and Merger Sub or the consummation by Telaria the Company, Merger Sub, Intermediate Holdco and ECRC of the transactions contemplated herebyTransactions, except for (Ai) compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and with any other applicable United States or foreign competition, antitrust, merger control or investment laws or laws that provide for review of national security or defense matters (together with the HSR Act, the “Antitrust Competition Laws”), (Bii) the filing or submission with the SEC and the Canadian Securities Administrators of (1) a management information and proxy statement circular relating to the Telaria Stockholders Company Shareholder Meeting (such proxy statementcircular, together with the proxy statement relating to the Rubicon Project Stockholders GX Shareholder Meeting, in each case as amended or supplemented from time to time, the “Joint Proxy Statement”), (iii) compliance with the applicable requirements of the TSX and NASDAQ, including the required approval of the TSX for the issuance and listing of the (x) Company Post-Closing Common Shares issuable pursuant to the Exchange, (y) Company Common Shares issuable upon the exchange of the Second Merger Class B Shares pursuant to the Exchange Agreement, and (2z) such reports under Section 13(aCompany Common Shares issuable upon the exercise of Former GX Company Warrants, (iv) or 15(d) compliance with the applicable requirements, if any, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement the Securities Act, state securities laws or “blue sky” laws, state takeover laws, and the transactions contemplated herebyCanadian Securities Laws and the BCBCA, (Cv) the filing of the Certificate of Merger Filings with the Secretary of State of the State of Delaware and, with respect to the Second Merger only, the Secretary of State of the State of Nebraska, and appropriate documents with the relevant authorities of other states in which Telaria the Company or its the Company Subsidiaries are qualified to do business business, and (Dvi) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually and or in the aggregate, would not reasonably be expected to (1) have a Company Material Adverse Effect on Telaria or (2) prevent or materially delay the consummation of any of the transactions contemplated herebyTransactions.

Corporate Authority; Non-contravention. (ia) Telaria The Company has all the requisite corporate power and authority to enter into this Agreement and, subject to except for the Telaria Stockholder receipt of the Company Shareholder Approval, to consummate the transactions contemplated hereby. The execution and delivery affirmative vote of this Agreement by Telaria and the holders of a majority of the outstanding Company Shares having the right to vote is the only vote of the holders of the Company’s Shares required in connection with the consummation by Telaria of the transactions contemplated hereby have been duly authorized by all necessary corporate action on Merger (the part of Telaria, subject, in the case of the Merger, to the Telaria Stockholder “Company Shareholder Approval”). The Company Board of Directors of Telaria (at a meeting duly called and held) hasheld meeting, by the unanimous vote of at which all directors of Telariathe Company were present and voting in favor, has, pursuant to duly and unanimously adopted resolutions (A) determined that entering into this which, as of the Agreement and consummating the transactions contemplated herebyDate, including the Merger, are advisable and fair to, and in the best interests of, Telaria and its stockholders, (B) authorized and approved the execution, delivery and performance of this Agreement by Telaria and approved the Merger and (C) resolved to recommend the adoption of this Agreement by the holders of Telaria Common Stock and directed that this Agreement be submitted for consideration by Telaria’s stockholders at the Telaria Stockholders Meeting, and, subject to Section 5.2(b), such resolutions have not been rescinded, modified or withdrawn in any way): (i) determined that the Merger and the other transactions contemplated hereby are fair and in the best interests of the Company and its shareholders, and declared it advisable to enter into this Agreement; (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger; (iii) taken all actions necessary so that the restrictions on business combinations and shareholder vote requirements contained in the MBCA and any other applicable Law with respect to “moratorium,” “control share acquisition,” “business combination,” “fair price,” or other form of anti-takeover Laws that may purport to be applicable will not apply with respect to or as a result of the Merger, this Agreement or the transactions contemplated hereby; and (iv) subject to Section 5.3, resolved to recommend that the Shareholders of the Company vote in favor of the adoption of this Agreement and the Merger at the Company Shareholders Meeting. Except for the Company Shareholder Approval and the filing of the Certificate of Merger with the Michigan LARA, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Telaria the Company and, assuming the due authorization, execution and delivery of this Agreement by Rubicon Project constitutes the valid and binding agreement of Parent and Merger Sub, constitutes the legal, valid and binding obligation agreement of Telariathe Company, enforceable against Telaria the Company in accordance with its terms, except that (1) where such enforcement enforceability may be subject to applicable limited by bankruptcy, insolvency, examinershipreorganization, preference, fraudulent transfer, reorganization, moratorium or other similar Applicable Laws, now or hereafter in effect, affecting or Laws relating to or affecting the rights and remedies of creditors and by general principles of equity regardless of whether enforcement is considered in a proceeding in equity or Law. (b) The execution, delivery and performance by the Company of creditors’ rights generally this Agreement and the transactions contemplated hereby do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Body or NASDAQ other than: (i) the filing of the Certificate of Merger; (ii) compliance with the applicable requirements of the HSR Act and any other antitrust, competition or similar Laws of any foreign jurisdiction; (iii) compliance with the applicable requirements of the Exchange Act, including the filing of the Proxy Statement in connection with the Company Shareholders Meeting; (iv) compliance with the rules and regulations of NASDAQ; (v) compliance with any applicable foreign or state, securities or blue sky laws; and (2vi) equitable remedies the other consents and/or notices set forth on Part 3.3(b) of specific performance and injunctive the Disclosure Schedule (collectively, clauses (i) through (vi), the “Company Approvals”), and other forms than any consent, approval, authorization, permit, action, filing or notification the failure of equitable relief may which to make or obtain would not individually or in the aggregate reasonably be subject expected to equitable defenses and have a Company Material Adverse Effect. The approvals of the Company Board referred to in Section 3.3(a) constitute all necessary approvals of the Company Board such that no restrictions of any takeover Laws apply to the discretion Company with respect to this Agreement, the Merger or any of the court before which any proceeding therefor may be brought other transactions contemplated by this Agreement. (c) Assuming compliance with the matters referenced in Section 3.3(b), receipt of the Company Approvals and the receipt of the Company Shareholder Approval, except as set forth in Part 3.3(c) of the Disclosure Schedule, the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby do not and will not: (i) contravene or conflict with the articles of incorporation and bylaws of the Company, including all amendments thereto (collectively, the “Enforceability ExceptionsCompany Charter Documents”). ) or the organizational or governing documents of any of its Subsidiaries; (ii) The execution and delivery contravene or conflict with in any material respect or constitute a violation in any material respect of this Agreement does not, and any provision of any Law binding upon or applicable to the consummation Company or any of the transactions contemplated hereby shall not, conflict with, its Subsidiaries or any of their respective properties or assets; (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under, under any Top Contract binding upon the Company or any of its Subsidiaries; or (iv) result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever material Encumbrance (collectively, “Liens”other than Permitted Encumbrances) upon any of the properties or assets of Telaria the Company or any of its Subsidiaries under, (A) the Certificate of Incorporation of Telaria or the Bylaws of Telaria or the comparable organizational documents of any of its Subsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which Telaria or any of its Subsidiaries is a party or by which Telaria, any of its Subsidiaries or their respective properties or assets may be bound or (C) subject to the governmental filings and other matters referred to in Section 4.1(b)(iii), any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Telaria or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (A) (with respect to the certificate of incorporation and bylaws or comparable organizational documents of Telaria’s Subsidiaries), (B) and (C), any such conflicts, violations, defaults, rights, losses or Liens that, individually and in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Telaria or (2) prevent or materially delay the consummation of any of the transactions contemplated hereby. (iii) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local, foreign or supranational government, any court, legislative, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commission, authority or similar body (each, a “Governmental Entity”) is required by or with respect to Telaria or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Telaria or the consummation by Telaria of the transactions contemplated hereby, except for (A) compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and with any other applicable United States or foreign competition, antitrust, merger control or investment laws or laws that provide for review of national security or defense matters (together with the HSR Act, the “Antitrust Laws”), (B) the filing with the SEC of (1) a proxy statement relating to the Telaria Stockholders Meeting (such proxy statement, together with the proxy statement relating to the Rubicon Project Stockholders Meeting, in each case as amended or supplemented from time to time, the “Joint Proxy Statement”) and (2) such reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereby, (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which Telaria or its Subsidiaries are qualified to do business and (D) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually and in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on Telaria or (2) prevent or materially delay the consummation of any of the transactions contemplated hereby.

Corporate Authority; Non-contravention. (i) Telaria Parent has all the requisite corporate power and authority to enter into this Agreement and, subject to the Telaria Parent Stockholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Telaria Parent and the consummation by Telaria Parent of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of TelariaParent, subject, in the case of the issuance of shares of Parent Common Stock in the First Merger, to the Telaria Parent Stockholder Approval. The Board of Directors of Telaria (at a meeting duly called and held) has, by the unanimous vote of all directors of Telaria, (A) determined that entering into this Agreement and consummating the transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests of, Telaria and its stockholders, (B) authorized and approved the execution, delivery and performance of this Agreement by Telaria and approved the Merger and (C) resolved to recommend the adoption of this Agreement by the holders of Telaria Common Stock and directed that this Agreement be submitted for consideration by Telaria’s stockholders at the Telaria Stockholders Meeting, and, subject to Section 5.2(b), such resolutions have not been rescinded, modified or withdrawn in any way. This Agreement has been duly executed and delivered by Telaria Parent and, assuming the due authorization, execution and delivery of this Agreement by Rubicon Project and Merger Subeach of the other parties hereto, constitutes the legal, valid and binding obligation of TelariaParent, enforceable against Telaria Parent in accordance with its terms, except that (1) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Applicable Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (2) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”)Exception. (ii) The Parent Board, at a meeting duly called and held prior to the execution of this Agreement, has duly adopted resolutions (A) approving this Agreement, the Mergers and the other transactions contemplated hereby, (B) determining that the terms of the Mergers and the other transactions contemplated hereby are fair to and in the best interests of Parent and its stockholders, (C) recommending that Parent’s stockholders vote affirmatively to approve the issuance of Parent Common Stock in the First Merger, and (D) declaring this Agreement advisable in accordance with Section 251(a) of the DGCL (the resolutions and determinations referred to in clauses (B), (C) and (D) of this sentence being hereafter referred to as the “Parent Board Recommendation”), which resolutions have not, as of the date hereof, been withdrawn or modified. (iii) The execution and delivery of this Agreement by each of Parent, Merger Sub and Successor Sub does not, and the consummation of the transactions contemplated hereby shall and compliance by each of Parent, Merger Sub and Successor Sub with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation or loss of a benefit under, or result in the creation of any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, “Liens”) Lien upon any of the properties or assets of Telaria Parent or any of its Subsidiaries underSubsidiaries, under (A) (1) the Certificate of Incorporation of Telaria Parent Charter or the Parent Bylaws of Telaria or (2) the comparable organizational documents of any of its Parent’s Subsidiaries, (B) except as set forth on Section 3.2(b)(iii) of the Parent Disclosure Letter, any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrumentContract, permit, concession, franchise, license or similar authorization to which Telaria Parent or any of its Subsidiaries is a party or by which TelariaParent, any of its Subsidiaries or their respective properties or assets may be bound are bound, or (C) subject to the governmental filings and other matters referred to in Section 4.1(b)(iii)3.2(b)(iv) below, any judgment, order, decree, statute, law, ordinance, rule Law or regulation Order applicable to Telaria Parent or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (A) (with respect to the certificate of incorporation and bylaws or comparable organizational documents of Telaria’s SubsidiariesA)(1), (B) and (C), any such conflicts, violations, defaults, rights, losses or Liens that, individually and or in the aggregate, would not reasonably be expected to (1) have a Parent Material Adverse Effect on Telaria or (2) prevent or materially delay the consummation of any of the transactions contemplated herebyEffect. (iiiiv) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local, foreign or supranational government, any court, legislative, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commission, authority or similar body (each, a “Governmental Entity”) Entity is required by or with respect to Telaria Parent or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Telaria or Parent, Merger Sub and Successor Sub, the consummation by Telaria Parent, Merger Sub and Successor Sub of the transactions contemplated herebyhereby or the compliance by Parent, Merger Sub and Successor Sub with the provisions of this Agreement, except for (A) compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and with any other applicable United States or foreign competition, antitrust, merger control or investment laws or laws that provide for review of national security or defense matters (together with the HSR Act, the “Antitrust Laws”), (B) the filing with the SEC of (1) a proxy statement relating to the Telaria Stockholders Meeting (such proxy statement, together with the proxy statement relating to the Rubicon Project Stockholders Meeting, in each case as amended or supplemented from time to time, the “Joint Proxy Statement”, (2) the Form S-4, and (23) such reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereby, (C) the filing of the First Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states jurisdictions in which Telaria the Company and Parent or its their respective Subsidiaries are qualified to do business business, (D) any filings required under the rules and regulations of the NYSE and such approvals of NYSE as may be required to permit the shares of Parent Common Stock that are to be issued in the First Merger to be listed on NYSE, and (DE) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually and or in the aggregate, would not reasonably be expected to (1) have a Parent Material Adverse Effect on Telaria or (2) prevent or materially delay the consummation of any of the transactions contemplated herebyEffect.