TUBEMOGUL, INC. Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 8th, 2015 • Tubemogul Inc • Services-prepackaged software • New York
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 28th, 2014 • Tubemogul Inc • Services-prepackaged software • California
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of August 21, 2013 (the “Restatement Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and TUBEMOGUL, INC., a California corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank.
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 26th, 2014 • Tubemogul Inc • Services-prepackaged software • Delaware
This Indemnification Agreement, dated , is made between TubeMogul, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
ContractWarrant Agreement • January 24th, 2014 • Tubemogul Inc • Services-prepackaged software • 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.
ContractWarrant Agreement • March 26th, 2014 • Tubemogul Inc • Services-prepackaged software • 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.
March 9, 2016 Ron WillEmployment Agreement • May 9th, 2016 • Tubemogul Inc • Services-prepackaged software • California
TubeMogul, Inc. (the “Company”) is pleased to offer you employment with the Company on the terms described herein (this “Agreement”). This Agreement will be effective upon its execution by both parties and the start of your employment with the Company.
AGREEMENT AND PLAN OF MERGER dated as of November 10, 2016 among ADOBE SYSTEMS INCORPORATED, TIGER ACQUISITION CORPORATION and TUBEMOGUL, INC.Merger Agreement • November 10th, 2016 • Tubemogul Inc • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 10, 2016, among ADOBE SYSTEMS INCORPORATED, a Delaware corporation (“Parent”), TIGER ACQUISITION CORPORATION, a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and TUBEMOGUL, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • November 10th, 2016 • Tubemogul Inc • Services-prepackaged software • Delaware
TENDER AND SUPPORT AGREEMENT, dated as of November 10, 2016 (this “Agreement”), among Adobe Systems Incorporated, a Delaware corporation (“Parent”), Tiger Acquisition Corporation, a Delaware corporation (“Merger Subsidiary”), and the Person listed as “Stockholder” on the signature page hereto (“Stockholder”).
ADOBE SYSTEMS INCORPORATED MASTER AGREEMENT FOR DISCLOSURE OF INFORMATION Effective Date: October 19, 2016Master Agreement for Disclosure of Information • November 18th, 2016 • Tubemogul Inc • Services-prepackaged software • California
This Agreement governs the disclosure of information between TubeMogul, Inc., having an address at 1250 53rd Street, Suite 2, Emeryville, California, and TubeMogul’s direct and indirect subsidiaries (hereinafter, the “Company”) and Adobe Systems Incorporated, having its principal place of business in the United States at 345 Park Avenue, San Jose, CA 95110-2704, and Adobe’s direct and indirect subsidiaries that collectively are Adobe (hereinafter “Adobe”), in connection with a possible acquisition transaction involving Adobe and the Company (a “Transaction”). The person signing this Agreement on behalf of the Company acknowledges that he or she is binding the entire Company, and the person signing this Agreement on behalf of Adobe acknowledges that he or she is binding all of Adobe. Each such person represents that he or she has the authority to do so. A party disclosing Confidential Information (as defined below) pursuant to this Agreement is referred to herein as a “Disclosing Party”
Amendment No. 1 to Offer LetterAmendment to Offer Letter • May 10th, 2016 • Tubemogul Inc • Services-prepackaged software
The undersigned, Robert Gatto (“you”) and TubeMogul, Inc. (the “Company”), hereby agree that, effective as of March 30, 2016, the one-time cash starting bonus in the amount of $100,000 contemplated in Section 5 of that certain employment Agreement dated February 1, 2016 (the “Offer Letter”) shall be subject to the clawback provision set forth below. All capitalized terms used but not defined herein shall have the meanings given to them in the Offer Letter.
EXCLUSIVITY AGREEMENTExclusivity Agreement • November 18th, 2016 • Tubemogul Inc • Services-prepackaged software • Delaware
This Exclusivity Agreement between TubeMogul, Inc. (the “Company”) and Adobe Systems Incorporated (“Acquirer”) is entered into as of the date last signed below (the “Effective Date”).
to AMENDED AND RESTATED Loan and security agreementLoan and Security Agreement • September 14th, 2016 • Tubemogul Inc • Services-prepackaged software
THIS FOURTH AMENDMENT to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into this 12th day of September, 2016 by and between Silicon Valley Bank (“Bank”) and TUBEMOGUL, INC., a Delaware corporation (“Borrower”) and successor by merger to TubeMogul, Inc., a California corporation (“TubeMogul California”).
to AMENDED AND RESTATED Loan and security agreementLoan and Security Agreement • December 28th, 2015 • Tubemogul Inc • Services-prepackaged software
THIS SECOND AMENDMENT to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into this 23rd day of December, 2015 by and between Silicon Valley Bank (“Bank”) and TUBEMOGUL, INC., a Delaware corporation (“Borrower”) and successor by merger to TubeMogul, Inc., a California corporation (“TubeMogul California”).
TUBEMOGUL, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT December 10, 2012Investor Rights Agreement • March 26th, 2014 • Tubemogul Inc • Services-prepackaged software • California
This Amended and Restated Investor Rights Agreement (this “Agreement”) is made and entered into as of December 10, 2012 (the “Effective Date”) by and among TubeMogul, Inc., a California corporation (the “Company”), the holders of Common Stock that constitute at least one percent (1%) of the Company’s outstanding Common Stock on a fully diluted basis as set forth on Exhibit A hereto (the “Common Holders”), and the holders of Series A Preferred Stock (the “Series A Stock”), Series A-1 Preferred Stock (the “Series A-1 Stock”), Series B Preferred Stock (the “Series B Stock”) and Series C Preferred Stock (the “Series C Stock”) as set forth on Exhibit B hereto (the “Holders” or the “Investors”).
to AMENDED AND RESTATED Loan and security agreementLoan and Security Agreement • July 1st, 2016 • Tubemogul Inc • Services-prepackaged software
THIS THIRD AMENDMENT to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into this 29th day of June, 2016 by and between Silicon Valley Bank (“Bank”) and TUBEMOGUL, INC., a Delaware corporation (“Borrower”) and successor by merger to TubeMogul, Inc., a California corporation (“TubeMogul California”).
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 1st, 2014 • Tubemogul Inc • Services-prepackaged software
THIS FIRST AMENDMENT to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into this 18th day of April, 2014 by and between Silicon Valley Bank (“Bank”) and TUBEMOGUL, INC., a Delaware corporation (“Borrower”) and successor by merger to TubeMogul, Inc., a California corporation (“TubeMogul California”).
