TELARIA, INC., Issuer AND [TRUSTEE], Trustee INDENTUREIndenture • November 6th, 2017 • Telaria, Inc. • Services-advertising agencies • New York
WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;
TELARIA, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OFCommon Stock Warrant Agreement • November 6th, 2017 • Telaria, Inc. • Services-advertising agencies • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [·], between TELARIA, INC., a Delaware corporation (the “Company”) and [·], a [corporation] [national banking association] organized and existing under the laws of [·] and having a corporate trust office in [·], as warrant agent (the “Warrant Agent”).
TELARIA, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFWarrant Agreement • November 6th, 2017 • Telaria, Inc. • Services-advertising agencies • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [·], between TELARIA, INC., a Delaware corporation (the “Company”) and [·], a [corporation] [national banking association] organized and existing under the laws of [·] and having a corporate trust office in [·], as warrant agent (the “Warrant Agent”).
ContractWarrant Agreement • May 23rd, 2013 • Tremor Video Inc. • Services-advertising agencies • New York
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.
SCANSCOUT, INC.Stock Option Agreement • May 23rd, 2013 • Tremor Video Inc. • Services-advertising agencies • California
Unless otherwise defined herein, the terms defined in the 2006 Stock Plan shall have the same defined meanings in this Stock Option Agreement.
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 23rd, 2013 • Tremor Video Inc. • Services-advertising agencies • Delaware
This Indemnification Agreement, dated as of ________________ (this “Agreement”), is made by and between Tremor Video, Inc., a Delaware corporation (the “Company”) and ____________________________ (“Indemnitee”).
TELARIA, INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OFWarrant Agreement • November 6th, 2017 • Telaria, Inc. • Services-advertising agencies • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [·], between TELARIA, INC., a Delaware corporation (the “Company”) and [·], a [corporation] [national banking association] organized and existing under the laws of [·] and having a corporate trust office in [·], as warrant agent (the “Warrant Agent”).
TREMOR VIDEO, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • June 14th, 2013 • Tremor Video Inc. • Services-advertising agencies • New York
Pursuant to the Restricted Stock Unit Grant Notice (the “Grant Notice”) and this Restricted Stock Unit Award Agreement (the “Agreement”), Tremor Video, Inc. (the “Company”) has awarded you (“Participant”) a Restricted Stock Unit Award (the “Award”) pursuant to Section 6(b) of the Company’s 2013 Equity Incentive Plan (the “Plan”) for the number of Stock Units/shares indicated in the Grant Notice. Capitalized terms not explicitly defined in this Agreement or the Grant Notice shall have the same meanings given to them in the Plan. The details of your Award, in addition to those set forth in the Grant Notice, are as follows.
VOTING AGREEMENTVoting Agreement • December 23rd, 2019 • Telaria, Inc. • Services-advertising agencies • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 19, 2019 by and between Telaria, Inc., a Delaware corporation (“Telaria”), and the undersigned stockholder (the “Stockholder”) of The Rubicon Project, Inc., a Delaware corporation (“Rubicon Project”). Capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (as defined below).
ContractWarrant Agreement • May 23rd, 2013 • Tremor Video Inc. • Services-advertising agencies • New York
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.
TREMOR VIDEO, INC.Employment Agreement • May 10th, 2017 • Tremor Video Inc. • Services-advertising agencies • New York
This letter (the “Agreement”) confirms the agreement between you and Tremor Video, Inc. (the “Company”) with respect to certain matters concerning your continued employment with the Company, and hereby amends the terms of your employment offer letter with the Company (the “Offer Letter”).
Shares TREMOR VIDEO, INC. COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • June 14th, 2013 • Tremor Video Inc. • Services-advertising agencies • New York
ContractWarrant Agreement • November 14th, 2013 • Tremor Video Inc. • Services-advertising agencies • California
THIS AMENDED AND RESTATED WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933; AS AMENDED (THE “ACT”), OR ANY APPLICABLE -STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
SIXTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT by and among TREMOR VIDEO, INC. and the Stockholders named herein Dated as of September 6, 2011Investors’ Rights Agreement • May 23rd, 2013 • Tremor Video Inc. • Services-advertising agencies • New York
THIS SIXTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (“Agreement”) is made as of the 6 day of September, 2011, by and between TREMOR VIDEO, INC., a Delaware corporation (the “Company”), each of the investors listed on SCHEDULE A hereto, each of which is referred to in this Agreement as an “Investor” and the Warrantholders (as defined below). This Agreement amends, restates and supersedes in its entirety the Prior Agreement (as defined below).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 23rd, 2013 • Tremor Video Inc. • Services-advertising agencies • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of June 7, 2007 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation with a loan production office located at 535 Fifth Avenue, 27th Floor, New York, New York 10017 (“Bank”), and TREMOR 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:
TREMOR MEDIA, INC. STOCK OPTION AGREEMENT: SUMMARY COVER PAGEStock Option Agreement • May 23rd, 2013 • Tremor Video Inc. • Services-advertising agencies • Delaware
Tremor Media, Inc. (the “Company”) hereby grants the following stock option pursuant to its 2006 Stock Incentive Plan and the terms and conditions set forth in the following pages.
RE: Offer Letter – Executive ChairmanOffer Letter • March 19th, 2019 • Telaria, Inc. • Services-advertising agencies
This letter (the “Agreement”) confirms the agreement between you and Telaria, Inc. (the “Company”) with respect to your continued employment with the Company.
AGREEMENT AND PLAN OF MERGER by and among THE RUBICON PROJECT, INC., MADISON MERGER CORP., and TELARIA, INC. Dated as of December 19, 2019Merger Agreement • December 23rd, 2019 • Telaria, Inc. • Services-advertising agencies • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 19, 2019, by and among The Rubicon Project, Inc., a Delaware corporation (“Rubicon Project”), Madison Merger Corp., a Delaware corporation and direct wholly owned Subsidiary of Rubicon Project (“Merger Sub”), and Telaria, Inc., a Delaware corporation (“Telaria”).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 10th, 2017 • Tremor Video Inc. • Services-advertising agencies
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of January 27, 2017 (the “Effective Date”) by and between SILICON VALLEY BANK, a California corporation with a loan production office located at 505 5th Avenue, 11th Floor, New York, New York 10017 (“Bank”), and TREMOR VIDEO, 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:
THIRD Amendment to AMENDED AND RESTATED Loan and security agreementLoan and Security Agreement • March 16th, 2020 • Telaria, Inc. • Services-advertising agencies
THIS Third AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of November 6, 2019, between SILICON VALLEY BANK, a California corporation with a loan production office located at 387 Park Avenue South, 2nd Floor, New York, New York 10016 (“Bank”), and (b) TELARIA, INC. (f/k/a Tremor Video, Inc.), a Delaware corporation, with its chief executive office located at 222 Broadway, 16th Floor, New York, New York 10038 (the “Borrower”).
SEVENTH LOAN MODIFICATION AGREEMENTLoan Modification Agreement • January 3rd, 2017 • Tremor Video Inc. • Services-advertising agencies
This Seventh Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of December 28, 2016, and is effective as of December 30, 2016, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 505 Fifth Avenue, 11th Floor, New York, New York 10017 (“Bank”) and TREMOR VIDEO, INC. (f.k.a. Tremor Media, Inc.), a Delaware corporation with its chief executive office located at 53 West 23rd Street, 12th Floor, New York, New York 10010 (“Borrower”).
ContractLease • May 10th, 2016 • Tremor Video Inc. • Services-advertising agencies
SECOND AMENDMENT OF LEASE dated as of February , 2016 by and between PARAMOUNT LEASEHOLD L.P., a New York limited partnership, having its office at 1501 Broadway, 19th Floor, New York, New York 10036 (“Landlord”), and TREMOR VIDEO, INC., a Delaware corporation having its office at 1501 Broadway, 8th Floor, New York, New York 10036 (“Tenant”).
ASSET PURCHASE AGREEMENT among TREMOR VIDEO, INC., SCANSCOUT, INC., TAPTICA LTD. and TAPTICA INTERNATIONAL LTD dated as of AUGUST 4, 2017Asset Purchase Agreement • August 8th, 2017 • Tremor Video Inc. • Services-advertising agencies • New York
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of August 4, 2017, is entered into among Tremor Video, Inc., a Delaware corporation (“Parent”), ScanScout, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“ScanScout” and, together with Parent, collectively, the “Seller Parties”), Taptica Ltd., an Israeli company (“Buyer”), and, solely for purposes of Section 10.16, Taptica International Ltd, an Israeli company (“Guarantor”).
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 8th, 2018 • Telaria, Inc. • Services-advertising agencies
THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of January 26, 2018, between SILICON VALLEY BANK, a California corporation with a loan production office located at 387 Park Avenue South, 2nd Floor, New York, New York 10016 (“Bank”), and (b) TELARIA, INC. (f/k/a Tremor Video, Inc.), a Delaware corporation, with its chief executive office located at 1501 Broadway, Suite 801, New York, New York 10036 (the “Borrower”).
TREMOR VIDEO, INC. New York, New York 10010 March 25, 2015Employment Agreement • May 11th, 2015 • Tremor Video Inc. • Services-advertising agencies • New York
This letter (the “Agreement”) confirms the agreement between you and Tremor Video, Inc. (the “Company”) regarding your continued employment with the Company.
SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of November 7, 2018, between SILICON VALLEY BANK, a California...Loan and Security Agreement • March 19th, 2019 • Telaria, Inc. • Services-advertising agencies
TREMOR VIDEO, INC. New York, New York 10036 February 6, 2017Employment Agreement • May 10th, 2017 • Tremor Video Inc. • Services-advertising agencies • New York
This letter (the “Agreement”) confirms the agreement between you and Tremor Video, Inc. (the “Company”) regarding your continued employment and provision of services to the Company.
TELARIA, INC. New York, New York 10036 September 20, 2017Separation Agreement • November 9th, 2017 • Telaria, Inc. • Services-advertising agencies • New York
This letter (the “Agreement”) confirms the agreement between you and Telaria, Inc. (the “Company”) regarding your separation from employment with the Company.
May 31, 2017 Mark Zagorski Sent by emailEmployment Agreement • August 9th, 2017 • Tremor Video Inc. • Services-advertising agencies • New York
You will report to the Company’s Board. As Chief Executive Officer, you will serve and be responsible for such duties as are normally associated with your position. Your specific duties and responsibilities may change from time to time as determined by the needs of the Company and the policies established by the Company, provided that such duties are consistent with your position. While travel in the performance of your duties may be required, you will work principally at our offices in New York, New York. The Board will appoint you to serve as a member of the Board effective as of the first day of your employment (the “Employment Commencement Date”) and, for so long as you remain the Chief Executive Officer of the Company, shall nominate you to serve on the Board at each annual meeting of shareholders at which your term as a member of the Board has otherwise expired.
SIXTH LOAN MODIFICATION AGREEMENTLoan Modification Agreement • October 24th, 2014 • Tremor Video Inc. • Services-advertising agencies
This Sixth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of October 20, 2014, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 505 Fifth Avenue, 11th Floor, New York, New York 10017 (“Bank”) and TREMOR VIDEO, INC. (f.k.a. Tremor Media, Inc.), a Delaware corporation with its chief executive office located at 53 West 23rd Street, 12th Floor, New York, New York 10010 (“Borrower”).
