·] Shares MILLENNIAL MEDIA, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • October 18th, 2012 • Millennial Media Inc. • Services-advertising agencies • New York
The undersigned understands that Morgan Stanley & Co. LLC, Goldman, Sachs & Co. and Barclays Capital Inc. (collectively, the “Managers”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Millennial Media, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Managers (the “Underwriters”), of shares (the “Shares”) of the common stock, par value $0.001 per share, of the Company (the “Common Stock”).
INDEMNITY AGREEMENTIndemnification Agreement • March 8th, 2012 • Millennial Media Inc. • Services-advertising agencies • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 2012, is made by and between MILLENNIAL MEDIA, INC., a Delaware corporation (the “Company”), and (the “Indemnitee”).
MILLENNIAL MEDIA, INC. AMENDED AND RESTATED KEY EMPLOYEE AGREEMENTKey Employee Agreement • May 15th, 2012 • Millennial Media Inc. • Services-advertising agencies • Maryland
This AMENDED AND RESTATED KEY EMPLOYEE AGREEMENT (the “Agreement”) amends and restates that Key Employee Agreement that was entered into as of April 23, 2007 by and between STEPHEN ROOT (the “Executive”) and MILLENNIAL MEDIA, INC., a Delaware corporation (the “Company”), and as amended and restated, is effective as of March 14, 2012 (the “New Effective Date”).
OFFICE LEASE by and between THE CAN COMPANY LLC (Landlord) and MILLENNIAL MEDIA, INC. (Tenant)Office Lease • January 5th, 2012 • Millennial Media Inc.
THIS LEASE is made on this 11th day of July, 2008 (the “Effective Date”), by and between THE CAN COMPANY LLC, a Maryland limited liability company (the “Landlord”), and MILLENNIAL MEDIA, INC., a Delaware corporation (the “Tenant”).
ContractWarrant Agreement • January 5th, 2012 • Millennial Media Inc. • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
MILLENNIAL MEDIA, INC. AMENDED AND RESTATED KEY EMPLOYEE AGREEMENTKey Employee Agreement • September 18th, 2015 • Millennial Media Inc. • Services-advertising agencies • Maryland
This AMENDED AND RESTATED KEY EMPLOYEE AGREEMENT (the “Agreement”) amends and restates that Key Employee Agreement that was entered into as of July 12, 2010 (the “Original Effective Date”), by and between MATT GILLIS (the “Executive”) and MILLENNIAL MEDIA, INC., a Delaware corporation (the “Company”), and as amended and restated, is effective as of March 26, 2012 (the “New Effective Date”).
MILLENNIAL MEDIA, INC. KEY EMPLOYEE AGREEMENTKey Employee Agreement • September 18th, 2015 • Millennial Media Inc. • Services-advertising agencies • Delaware
This KEY EMPLOYEE AGREEMENT (the “Agreement”) is entered into effective June 1, 2015 (the “Effective Date”) by and between ERNEST CORMIER (the “Executive”) and MILLENNIAL MEDIA, INC., a Delaware corporation (the “Company”).
SEVERANCE AGREEMENT AND RELEASE OF CLAIMSSeverance Agreement • October 16th, 2015 • Millennial Media Inc. • Services-advertising agencies • Maryland
This Severance Agreement and Release of Claims (“Agreement”) is hereby made and entered into by and between Ho Shin (“Employee”) and Millennial Media, Inc., including any of its parents, subsidiaries, affiliated and/or related entities, and their directors, administrators, officers, employees, agents, insurers, attorneys, representatives and assigns (“Millennial” or the “Company”). Employee and Millennial are collectively referred to herein as the “Parties.”
MILLENNIAL MEDIA, INC. STOCK OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)Stock Option Agreement • January 5th, 2012 • Millennial Media Inc.
Pursuant to your Stock Option Grant Notice (the “Grant Notice”) and this Stock Option Agreement, Millennial Media, Inc. (the “Company”) has granted you an option under its 2006 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
SEVERANCE AGREEMENT AND RELEASE OF CLAIMSSeverance Agreement • October 19th, 2015 • Millennial Media Inc. • Services-advertising agencies • Maryland
This Severance Agreement and Release of Claims (“Agreement”) is hereby made and entered into by and between Michael Barrett (“Employee”) and Millennial Media, Inc., including any of its parents, subsidiaries, affiliated and/or related entities, and their directors, administrators, officers, employees, agents, insurers, attorneys, representatives and assigns (“Millennial” or the “Company”). Employee and Millennial are collectively referred to herein as the “Parties.”
AGREEMENT AND PLAN OF MERGER by and among AOL INC., MARS ACQUISITION SUB, INC. and MILLENNIAL MEDIA, INC. dated as of September 3, 2015Merger Agreement • September 3rd, 2015 • Millennial Media Inc. • Services-advertising agencies • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of September 3, 2015 (this "Agreement"), is made by and among AOL Inc., a Delaware corporation ("Parent"), Mars Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Acquisition Sub"), and Millennial Media, Inc., a Delaware corporation (the "Company").
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 5th, 2012 • Millennial Media Inc. • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of August 11, 2011 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and MILLENNIAL MEDIA, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
SUBLEASE by and between CAN COMPANY TENANT LLC (Landlord) and MILLENNIAL MEDIA, INC. (Tenant)Sublease Agreement • January 5th, 2012 • Millennial Media Inc.
THIS SUBLEASE (the “Lease”) is made on this 27th day of September, 2010 (the “Effective Date”), by and between CAN COMPANY TENANT LLC, a Maryland limited liability company (the “Landlord”), and MILLENNIAL MEDIA, INC., a Delaware corporation (the “Tenant”).
AGREEMENT AND PLAN OF MERGER by and among Millennial Media, Inc.; Mojo Merger Sub, Inc.; Metaresolver, Inc.; and Michael Dearing, as the Stockholders’ Representative Dated as of February 15, 2013Merger Agreement • May 9th, 2013 • Millennial Media Inc. • Services-advertising agencies • Delaware
THIS AGREEMENT AND PLAN OF MERGER (as may be amended from time to time, this “Agreement”) is made and entered into as of February 15, 2013, by and among: MILLENNIAL MEDIA, INC., a Delaware corporation (“Parent”); Mojo Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”); METARESOLVER, INC., a Delaware corporation (the “Company”); and MICHAEL DEARING, as the Stockholders’ Representative. Certain capitalized terms used in this Agreement are defined in Exhibit A.
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND AMONG MILLENNIAL MEDIA, INC., NEPTUNE MERGER SUB I, INC., NEPTUNE MERGER SUB II, LLC, NEXAGE, INC., AND FORTIS ADVISORS LLC, AS SECURITYHOLDER REPRESENTATIVE Dated as of October 31, 2014Agreement and Plan of Merger • November 10th, 2014 • Millennial Media Inc. • Services-advertising agencies • Delaware
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 31, 2014, by and among Millennial Media, Inc., a Delaware corporation (“Parent”), Neptune Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub I”), Neptune Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”), Nexage, Inc., a Delaware corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as Securityholder Representative (the “Securityholder Representative”).
MILLENNIAL MEDIA, INC. AMENDED AND RESTATED KEY EMPLOYEE AGREEMENTKey Employee Agreement • September 18th, 2015 • Millennial Media Inc. • Services-advertising agencies • Maryland
This AMENDED AND RESTATED KEY EMPLOYEE AGREEMENT (the “Agreement”) amends and restates that Key Employee Agreement entered into effective as of January 31, 2011 (the “Original Effective Date”), by and between HO SHIN (the “Key Employee”) and MILLENNIAL MEDIA, INC., a Delaware corporation (the “Company”), and as amended and restated, is effective as of March 26, 2012 (the “New Effective Date”).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 25th, 2014 • Millennial Media Inc. • Services-advertising agencies
Borrowing Base Period, the lesser of (A) the Revolving Line or (B) the amount available under the Borrowing Base and (ii) if a Borrowing Base Period is not in effect, the Revolving Line.
FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • November 8th, 2013 • Millennial Media Inc. • Services-advertising agencies
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION (this “Amendment”), dated as of November 1, 2013, is entered into by and among JumpTap, Inc., a Delaware corporation (the “Company”) and Millennial Media, Inc., a Delaware corporation (the “Parent” and collectively with the Company, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the same meanings as set forth in the Agreement and Plan of Reorganization, dated as of August 13, 2013, by and among the Parent, Polo Corp., a Delaware corporation, the Company and Shareholder Representative Services LLC, a Colorado limited liability company (the “Agreement”).
FIFTH ADDENDUM TO LEASE AGREEMENTLease Agreement • February 20th, 2013 • Millennial Media Inc. • Services-advertising agencies
This Fifth Addendum to Lease Agreement is made this 28th day of December, 2012, by and between Can Company, LLC, a Maryland limited liability company (hereinafter the “Landlord”), and Millennial Media, Inc., a Delaware corporation (hereinafter the “Tenant”). In addition, joining as a party to this Addendum, as it relates to the portion of the Premises of 2,195 square feet described in greater detail below, is Can Company Tenant, LLC.
MILLENNIAL MEDIA, INC. KEY EMPLOYEE AGREEMENTKey Employee Agreement • March 11th, 2015 • Millennial Media Inc. • Services-advertising agencies • Maryland
This KEY EMPLOYEE AGREEMENT (the "Agreement") is entered into effective September 30, 2014 (the "Effective Date") by and between JASON KELLY (the "Executive") and MILLENNIAL MEDIA, INC., a Delaware corporation (the "Company'').
DEFAULT WAIVER AND FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 14th, 2013 • Millennial Media Inc. • Services-advertising agencies • Virginia
This Default Waiver and First Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of March 14, 2013, by and between Silicon Valley Bank (“Bank”) and Millennial Media, Inc., a Delaware corporation (“Borrower”) whose address is 2400 Boston Street, Suite 301, Baltimore, MD 21224.
CONSULTING AGREEMENTConsulting Agreement • March 3rd, 2014 • Millennial Media Inc. • Services-advertising agencies • Maryland
This Consulting Agreement (this “Agreement”) is entered into as of this 25th day of January, 2014 (the “Effective Date”), by and between Paul Palmieri, (the “Consultant”) and Millennial Media, Inc., a Delaware corporation (the “Company,” and together with the Consultant, the “Parties”).
SEPARATION AGREEMENT AND RELEASE OF CLAIMSSeparation Agreement • August 11th, 2014 • Millennial Media Inc. • Services-advertising agencies • Maryland
This Separation Agreement and Release of Claims (“Agreement”) is hereby made and entered into by and between Michael Avon (“Mr. Avon”) and Millennial Media, Inc., including any of its parent, subsidiary, affiliated and/or related entities, and their directors, administrators, officers, employees, agents, insurers, attorneys, representatives and assigns (“Millennial”) (collectively referred to herein as “parties”).
SubleaseSublease • January 5th, 2012 • Millennial Media Inc.
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 14th, 2013 • Millennial Media Inc. • Services-advertising agencies
THIS SECOND AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 29th day of July, 2013, by and between Silicon Valley Bank (“Bank”) and Millennial Media, Inc., a Delaware corporation (“Borrower”) whose address is 2400 Boston Street, Signature Building, Suite 301, Baltimore, MD 21224.
FIRST ADDENDUM TO LEASE AGREEMENTLease Agreement • March 11th, 2015 • Millennial Media Inc. • Services-advertising agencies
This First Addendum to Lease Agreement is made this 25th day of Sept, 2014, by and between The Can Company, LLC, a Maryland limited liability company (hereinafter the “Landlord”) and Millennial Media, Inc., a Delaware limited corporation (hereinafter the “Tenant”).
FOURTH Amendment to Loan and security agreementLoan and Security Agreement • May 8th, 2014 • Millennial Media Inc. • Services-advertising agencies
This Fourth Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 30th day of April, 2014, by and between Silicon Valley Bank (“Bank”) and Millennial Media, Inc., a Delaware corporation (“Borrower”) whose address is 2400 Boston Street, Suite 301, Baltimore, MD 21224.
EIGHTH ADDENDUM TO LEASE AGREEMENTLease Agreement • November 14th, 2013 • Millennial Media Inc. • Services-advertising agencies
This Eighth Addendum to Lease Agreement (“Eighth Addendum”) is made this 31st day of October, 2013 (“Effective Date”), by and between Can Company, LLC, a Maryland limited liability company (hereinafter the “Landlord”), and Millennial Media, Inc., a Delaware corporation (hereinafter the “Tenant”)
SEVENTH ADDENDUM TO LEASE AGREEMENTLease Agreement • August 14th, 2013 • Millennial Media Inc. • Services-advertising agencies
This Seventh Addendum to Lease Agreement is made this 28th day of June, 2013, by and between Can Company, LLC, a Maryland limited liability company (hereinafter the “Landlord”), and Millennial Media, Inc., a Delaware corporation (hereinafter the “Tenant”). In addition, joining as a party to this Seventh Addendum, as it relates to 2,195 square feet of the Premises described in greater detail below, is Canco Tenant, LLC.
SIXTH ADDENDUM TO LEASE AGREEMENTLease Agreement • August 14th, 2013 • Millennial Media Inc. • Services-advertising agencies
This Sixth Addendum to Lease Agreement is made this 9th day of May, 2013, by and between Can Company, LLC, a Maryland limited liability company (hereinafter the “Landlord”), and Millennial Media, Inc., a Delaware corporation (hereinafter the “Tenant”). In addition, joining as a party to this Sixth Addendum, as it relates to the portion of the Premises of 2,195 square feet described in greater detail below, is Canco Tenant, LLC.
AGREEMENT AND PLAN OF REORGANIZATION by and among Millennial Media, Inc., Polo Corp., Jumptap, Inc. and Shareholder Representative Services LLC, as the Stockholders' Representative Dated as of August 13, 2013Agreement and Plan of Reorganization • August 19th, 2013 • Millennial Media Inc. • Services-advertising agencies • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (as may be amended from time to time, this "Agreement") is made and entered into as of August 13, 2013 (the "Agreement Date"), by and among: Millennial Media, Inc., a Delaware corporation ("Parent"); Polo Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"); JUMPTAP, INC. a Delaware corporation (the "Company"); and SHAREHOLDER REPRESENTATIVE SERVICES LLC, a Colorado limited liability company, solely in its capacity as the Stockholders' Representative. Certain capitalized terms used in this Agreement are defined in Exhibit A.
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 14th, 2013 • Millennial Media Inc. • Services-advertising agencies
This Third Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 30th day of October, 2013, by and between Silicon Valley Bank (“Bank”) and Millennial Media, Inc., a Delaware corporation (“Borrower”) whose address is 2400 Boston Street, Suite 301, Baltimore, MD 21224.
SECOND ADDENDUM TO LEASE AGREEMENTLease Agreement • February 20th, 2013 • Millennial Media Inc. • Services-advertising agencies
This Second Addendum to Lease Agreement is made this 30th day of January, 2012, by and between Can Company, LLC, a Maryland limited liability company (hereinafter the “Landlord”), and Millennial Media, Inc., a Delaware corporation (hereinafter the “Tenant”).
CONSULTING AGREEMENTConsulting Agreement • August 11th, 2014 • Millennial Media Inc. • Services-advertising agencies • Maryland
This Consulting Agreement (this “Agreement”) is entered into as of this 30th day of June, 2014 (the “Effective Date”), by and between Michael Avon, (the “Consultant”) and Millennial Media, Inc. (the “Company”).
AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND CONSENTAmendment to Agreement and Plan of Merger • May 9th, 2013 • Millennial Media Inc. • Services-advertising agencies
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND CONSENT (this “Agreement”) is made and entered into as of March 31, 2013, between Millennial Media, Inc., a Delaware corporation (“Parent”) and Metaresolver, Inc., a Delaware corporation (the “Company”). Capitalized terms not herein defined shall have the meanings ascribed to them in the Merger Agreement (as defined below).
