par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • May 10th, 2016 • Rocket Fuel Inc. • Services-computer programming, data processing, etc. • New York
Rocket Fuel Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
·] Shares ROCKET FUEL INC. Common Stock, par value $0.001 per share UNDERWRITING AGREEMENTUnderwriting Agreement • January 27th, 2014 • Rocket Fuel Inc. • Services-computer programming, data processing, etc. • New York
AGREEMENT AND PLAN OF MERGER among SIZMEK INC., FUEL ACQUISITION CO. and ROCKET FUEL INC. Dated July 17, 2017Merger Agreement • July 18th, 2017 • Rocket Fuel Inc. • Services-computer programming, data processing, etc. • Delaware
This agreement and plan of merger (this “Agreement”) is dated July 17, 2017, among Sizmek Inc., a Delaware corporation (“Parent”), Fuel Acquisition Co., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Rocket Fuel Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the meanings given to them in Article I.
AGREEMENT AND PLAN OF MERGERMerger Agreement • November 6th, 2014 • Rocket Fuel Inc. • Services-computer programming, data processing, etc. • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 4, 2014 (the “Agreement Date”), by and among Rocket Fuel Inc., a Delaware corporation (“Acquirer”), Denali Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Acquirer (“Merger Sub I”), Denali Acquisition Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Acquirer (“Merger Sub II”, and together with Merger Sub I, the “Merger Subs”), X Plus Two Solutions, Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the agent of the Converting Holders (the “Stockholders’ Agent”). Certain other capitalized terms used herein are defined in Exhibit A.
ROCKET FUEL MANAGEMENT RETENTION AGREEMENTManagement Retention Agreement • March 16th, 2017 • Rocket Fuel Inc. • Services-computer programming, data processing, etc. • California
This Management Retention Agreement (the “Agreement”) is made and entered into by and between Rick Pittenger (the “Executive”) and Rocket Fuel Inc. (the “Company”), effective as of the Effective Date (defined below). The purpose of this Agreement is to provide assurances of specified benefits to Executive whose employment is subject to being involuntarily terminated under the circumstances described in this Agreement.
ROCKET FUEL INC. SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT DATED AS OF DECEMBER 31, 2014 COMERICA BANK, AS ADMINISTRATIVE AGENT, JOINT LEAD ARRANGER AND JOINT BOOKRUNNER SILICON VALLEY BANK, AS JOINT LEAD ARRANGER AND JOINT...Revolving Credit and Term Loan Agreement • January 7th, 2015 • Rocket Fuel Inc. • Services-computer programming, data processing, etc. • California
ROCKET FUEL INC. LOAN AND SECURITY AGREEMENTLoan Agreement • August 16th, 2013 • Rocket Fuel Inc. • Services-computer programming, data processing, etc. • California
This LOAN AND SECURITY AGREEMENT is entered into as of April 7, 2010, by and between COMERICA BANK (“Bank”) and ROCKET FUEL INC. (“Borrower”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 16th, 2013 • Rocket Fuel Inc. • Services-computer programming, data processing, etc. • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into as of between Rocket Fuel Inc., a Delaware corporation (the “Company”) and [name] (“Indemnitee”).
ROCKET FUEL MANAGEMENT RETENTION AGREEMENTManagement Retention Agreement • March 16th, 2017 • Rocket Fuel Inc. • Services-computer programming, data processing, etc. • England
This Management Retention Agreement (the “Agreement”) is made and entered into by and between David Gosen (the “Executive”) and Rocket Fuel Inc. (the “Company”), effective as of the Effective Date (defined below). The purpose of this Agreement is to provide assurances of specified benefits to Executive whose employment is subject to being involuntarily terminated under the circumstances described in this Agreement.
FOURTH AMENDMENT TO SECOND AMENDED AND RESTATEDRevolving Credit and Term Loan Agreement • September 21st, 2016 • Rocket Fuel Inc. • Services-computer programming, data processing, etc. • Michigan
THIS FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (“Amendment”) is made as of the 15th day of September, 2016 by and among Rocket Fuel Inc. (“Borrower”), the Lenders (as defined below) party hereto and Comerica Bank, as administrative agent for the Lenders (in such capacity, “Agent”).
ROCKET FUEL INC. FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT June 15, 2012Investor Rights Agreement • August 16th, 2013 • Rocket Fuel Inc. • Services-computer programming, data processing, etc. • California
This Fourth Amended and Restated Investor Rights Agreement (this “Agreement”) is made and entered into as of June 15, 2012 (the “Effective Date”) by and among Rocket Fuel Inc., a Delaware corporation (the “Company”), the holders of Series A Preferred Stock (the “Series A Stock”), Series B Preferred Stock (the “Series B Stock”), Series C Preferred Stock (the “Series C Stock”) and Series C-1 Preferred Stock (the “Series C-1 Stock”) as set forth on Exhibit A hereto ( the “Investors”), and George H. John, Richard Frankel, and Abhinav Gupta (the “Founders”).
ContractWarrant Agreement • August 16th, 2013 • Rocket Fuel Inc. • Services-computer programming, data processing, etc. • California
THIS 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, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD 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.
September 30, 2014Separation Agreement • October 22nd, 2014 • Rocket Fuel Inc. • Services-computer programming, data processing, etc.
Service AgreementService Agreement • May 10th, 2016 • Rocket Fuel Inc. • Services-computer programming, data processing, etc.
SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATEDRevolving Credit and Term Loan Agreement • August 9th, 2017 • Rocket Fuel Inc. • Services-computer programming, data processing, etc. • California
THIS SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (“Amendment”) is made as of the 9th day of August, 2017, by and among Rocket Fuel Inc. (“Borrower”), the Lenders (as defined below) party hereto and Comerica Bank, as administrative agent for the Lenders (in such capacity, “Agent”).
SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENTRevolving Credit and Term Loan Agreement • November 6th, 2014 • Rocket Fuel Inc. • Services-computer programming, data processing, etc. • California
THIS SECOND AMENDMENT TO AMENDED AND RESTATED REVOVLING CREDIT AND TERM LOAN AGREEMENT (“Second Amendment”) is made as of this 31st day of October, 2014 by and among Rocket Fuel Inc. (“Borrower”), the Lenders (as defined below) party hereto and Comerica Bank, as administrative agent for the Lenders (in such capacity, “Agent”).
OFFICE LEASEOffice Lease • September 3rd, 2013 • Rocket Fuel Inc. • Services-computer programming, data processing, etc. • California
This Office Lease (this “Lease”), dated as of the date set forth in Section 1.1, is made by and between VII Pac Shores Investors, L.L.C., a Delaware limited liability company (“Landlord”), and ROCKET FUEL INC., a Delaware corporation (“Tenant”). The following exhibits are incorporated herein and made a part hereof: Exhibits A-1, A-2 and A-3 (Outlines of Suites 100, 300 and 400); Exhibit B (Work Letter); Exhibit B-1 (Proposed Initial Alterations); Exhibit C (Form of Confirmation Letter); Exhibit D (Rules and Regulations); Exhibit E (Judicial Reference); Exhibit F (Additional Provisions); Exhibit F-1 (Form of Letter of Credit); Exhibit F-2 (Outline of Potential Offering Space); Exhibits G, G-1 and G-2 (Notice to Tenants and Transferees of Current or Future Uses of Adjacent Port Property); Exhibit H (Notice to Pacific Shores Tenants, Lessees, Successors, Assigns And Transferees Regarding Current or Future Uses of Adjacent RMC Lonestar and Port of Redwood City Property); and Exhibit I (Cer
SEPARATION AGREEMENT AND RELEASESeparation Agreement • May 10th, 2016 • Rocket Fuel Inc. • Services-computer programming, data processing, etc. • California
This Separation Agreement and Release (“Agreement”) is made by and between Manu Thapar (“Employee”) and Rocket Fuel Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
LEASE TERMINATION AND RELEASE AGREEMENTLease Termination and Release Agreement • October 25th, 2016 • Rocket Fuel Inc. • Services-computer programming, data processing, etc. • California
THIS LEASE TERMINATION AND RELEASE AGREEMENT ("Agreement") is made and entered into as of this 21st day of October, 2016 (the "Effective Date") by and between GOOGLE INC., a Delaware corporation ("Landlord"), and ROCKET FUEL INC., a Delaware corporation ("Tenant").
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT AND SECOND AMENDMENT TO SECURITY AGREEMENTRevolving Credit and Term Loan Agreement • March 16th, 2015 • Rocket Fuel Inc. • Services-computer programming, data processing, etc. • California
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED REVOVLING CREDIT AND TERM LOAN AGREEMENT AND SECOND AMENDMENT TO SECURITY AGREEMENT (“ Amendment”) is made as of this 13th day of March, 2015 by and among Rocket Fuel Inc. (“Borrower”), the Lenders (as defined below) party hereto and Comerica Bank, as administrative agent for the Lenders (in such capacity, “Agent”).
To: RED Team (red@ From: Randy Wootton Subject: [Confidential RED Team Update] Sizmek and Rocket Fuel Send On: Tuesday, July 17, 2017 @ 0501 Hello RED Team,Acquisition Agreement • July 18th, 2017 • Rocket Fuel Inc. • Services-computer programming, data processing, etc.
Last night, Rocket Fuel entered into a definitive agreement to be acquired by Sizmek. This is a key milestone in the Rocket Fuel 2.0 journey. It will offer tremendous opportunities to be outside of the public eye to complete our transformation, start to generate growth and better position ourselves to take advantage of the opportunity that we all know exists. And now we get the chance to do it with a very strongly positioned partner who brings many complementary capabilities to the mix.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT BETWEEN ROCKET FUEL LIMITED AND DAVID GOSENEmployment Agreement • March 16th, 2017 • Rocket Fuel Inc. • Services-computer programming, data processing, etc.
This Amendment No. 1 (the “Amendment”) effective from April 6, 2017 (the “Effective Date”) amends the employment agreement (the “Employment Agreement”) by and between Rocket Fuel Limited (the “Company”) and David Gosen (the “Employee”) dated May 10, 2016. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Employment Agreement.
ROCKET FUEL MANAGEMENT RETENTION AGREEMENT AMENDMENT NO. ONE This Amendment No. One (the “Amendment”) to Management Retention Agreement amends the Management Retention Agreement (the “Agreement”) made and entered into by and between Richard Frankel...Management Retention Agreement • March 14th, 2016 • Rocket Fuel Inc. • Services-computer programming, data processing, etc.
AMENDMENT OF LEASELease • February 28th, 2014 • Rocket Fuel Inc. • Services-computer programming, data processing, etc.
THIS AMENDMENT OF LEASE (this “Amendment”), made as of the 23 day of December 2013, by and between VNO 100 WEST 33RD STREET LLC, a New York limited liability company, having an office c/o Vornado Office Management LLC, 888 Seventh Avenue, New York, New York 10019 (“Landlord”), and ROCKET FUEL INC., a Delaware corporation, having an address at 350 Marine Parkway, Redwood City, California (“Tenant”).
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 13th, 2017 • Rocket Fuel Inc. • Services-computer programming, data processing, etc. • California
Unless otherwise defined herein, the terms defined in the 2013 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Restricted Stock Unit Award Agreement, including the Notice of Grant of Restricted Stock Units (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Unit Grant (the “Terms & Conditions”), and any appendices and exhibits attached thereto (all together, the “Award Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2017 • Rocket Fuel Inc. • Services-computer programming, data processing, etc. • England and Wales
ROCKET FUEL INC. FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • November 6th, 2014 • Rocket Fuel Inc. • Services-computer programming, data processing, etc. • California
This Fifth Amended and Restated Investor Rights Agreement (this “Agreement”) is made and entered into as of September 5, 2014 (the “Effective Date”) by and among Rocket Fuel Inc., a Delaware corporation (the “Company”), the Investors (as defined below), the X Plus Two Holders (as defined below), and the Founders (as defined below).
LEASE BETWEEN AND ROCKET FUEL, INC., LESSEE Suite 220 350 Marine Parkway Redwood City, California 94065 February 17, 2009Lease • September 3rd, 2013 • Rocket Fuel Inc. • Services-computer programming, data processing, etc. • California
SIXTH AMENDMENT TO SECOND AMENDED AND RESTATEDRevolving Credit and Term Loan Agreement • February 21st, 2017 • Rocket Fuel Inc. • Services-computer programming, data processing, etc. • California
THIS SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (“Amendment”) is made as of the 14th day of February, 2017, by and among Rocket Fuel Inc. (“Borrower”), the Lenders (as defined below) party hereto and Comerica Bank, as administrative agent for the Lenders (in such capacity, “Agent”).
FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENTRevolving Credit and Term Loan Agreement • July 7th, 2014 • Rocket Fuel Inc. • Services-computer programming, data processing, etc. • California
THIS FIRST AMENDMENT TO AMENDED AND RESTATED REVOVLING CREDIT AND TERM LOAN AGREEMENT (“First Amendment”) is made as of this 30th day of June, 2014 by and among Rocket Fuel Inc. (“Borrower”), the Lenders (as defined below) party hereto and Comerica Bank, as administrative agent for the Lenders (in such capacity, “Agent”).
ContractSeparation Agreement • March 14th, 2016 • Rocket Fuel Inc. • Services-computer programming, data processing, etc. • California
FIFTH AMENDMENT TO SECOND AMENDED AND RESTATEDRevolving Credit and Term Loan Agreement • January 3rd, 2017 • Rocket Fuel Inc. • Services-computer programming, data processing, etc. • California
THIS FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (“Amendment”) is made as of the 29th day of December, 2016 by and among Rocket Fuel Inc. (“Borrower”), the Lenders (as defined below) party hereto and Comerica Bank, as administrative agent for the Lenders (in such capacity, “Agent”).
ROCKET FUEL INC. CONSULTING AGREEMENTConsulting Agreement • October 22nd, 2014 • Rocket Fuel Inc. • Services-computer programming, data processing, etc. • California
This Consulting Agreement (the “Consulting Agreement” or the “Agreement”) is effective as of October 1, 2014 (the “Effective Date”) by and between Rocket Fuel Inc., a Delaware corporation and its divisions, subsidiaries and affiliates (collectively, “Rocket Fuel”), with principal offices at 1900 Seaport Boulevard, Redwood City, CA 94063, and J. Peter Bardwick, individually with his address at 88 Red Hill Circle, Tiburon, CA 94920 (“Consultant”).
THIRD AMENDMENT TO SECOND AMENDED AND RESTATEDRevolving Credit and Term Loan Agreement • June 22nd, 2016 • Rocket Fuel Inc. • Services-computer programming, data processing, etc. • California
THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (“Amendment”) is made as of this 21st day of June, 2016 by and among Rocket Fuel Inc. (“Borrower”), the Lenders (as defined below) party hereto and Comerica Bank, as administrative agent for the Lenders (in such capacity, “Agent”).
