INDEMNIFICATION AGREEMENTIndemnification Agreement • March 20th, 2014 • Rubicon Project, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 20 (the “Effective Date”) between The Rubicon Project, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
] Shares THE RUBICON PROJECT, INC. COMMON STOCK ($0.00001 PAR VALUE PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • March 20th, 2014 • Rubicon Project, Inc. • Services-computer programming, data processing, etc. • New York
To: Magnite, Inc.Call Option Transaction • March 19th, 2021 • Magnite, Inc. • Services-computer programming, data processing, etc.
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [______________] (“Dealer”) and Magnite, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 16th, 2014 • Rubicon Project, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of September 27, 2011 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and THE RUBICON PROJECT, INC., a Delaware corporation, SITESCOUT CORPORATION, a Washington corporation, FOX AUDIENCE NETWORK, INC., a Delaware corporation and STRATEGIC DATA CORP., a Delaware corporation (jointly and severally, the “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 8th, 2018 • Rubicon Project, Inc. • Services-computer programming, data processing, etc.
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of September 26, 2018 (the “Effective Date”), between SILICON VALLEY BANK, a California corporation (“Bank”), and The Rubicon Project, Inc., a Delaware corporation (“Rubicon”), Rubicon Project Hopper, Inc., a Delaware corporation (“Hopper”), and Rubicon Project Bell, Inc., a Delaware corporation (“Bell” and together with Rubicon and Hopper, individually and collectively, “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
THE RUBICON PROJECT, INC.Restricted Stock Agreement • March 6th, 2015 • Rubicon Project, Inc. • Services-computer programming, data processing, etc. • Delaware
This Restricted Stock Agreement consisting of the Notice of Grant immediately below (the “Notice of Grant”) and the accompanying Restricted Stock Agreement (the “Restricted Stock Agreement” and together with the Notice of Grant, the “Agreement”) is made between The Rubicon Project, Inc. (the “Company”) and the undersigned individual (the “Participant”) as of the Issuance Date set forth in the Notice of Grant below. Unless otherwise defined herein, the terms defined in the 2007 Stock Incentive Plan, as amended (the “Plan”) shall have the same defined meanings in this Agreement.
ContractSecurities Purchase Agreement • December 19th, 2014 • Rubicon Project, Inc. • Services-computer programming, data processing, etc. • California
THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.
MAGNITE, INC., the GUARANTORS from time to time party hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of March 18, 2021 0.25% Convertible Senior Notes due 2026Indenture • March 19th, 2021 • Magnite, Inc. • Services-computer programming, data processing, etc. • New York
INDENTURE, dated as of March 18, 2021, between Magnite, Inc., a Delaware corporation, as issuer (the “Company”), the Guarantors from time to time party hereto and The Bank of New York Mellon Trust Company, N.A., not in its individual capacity but solely as trustee (the “Trustee”).
VOTING AGREEMENTVoting Agreement • December 23rd, 2019 • Rubicon Project, Inc. • Services-computer programming, data processing, etc. • 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).
THE RUBICON PROJECT, INC.Performance Restricted Stock Agreement • March 6th, 2015 • Rubicon Project, Inc. • Services-computer programming, data processing, etc. • Delaware
This Performance Restricted Stock Agreement consisting of the Notice of Grant immediately below (the “Notice of Grant”) and the accompanying Performance Restricted Stock Agreement (the “Restricted Stock Agreement” and together with the Notice of Grant, the “Agreement”) is made between The Rubicon Project, Inc. (the “Company”) and the undersigned individual (the “Participant”) as of the Issuance Date set forth in the Notice of Grant below. Unless otherwise defined herein, the terms defined in the Company’s 2014 Equity Incentive Plan, as amended (the “Plan”) shall have the same defined meanings in this Agreement.
AGREEMENT AND PLAN OF MERGER among THE RUBICON PROJECT, INC., CAVIAR ACQUISITION CORP., NTOGGLE, INC., SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS THE HOLDER REPRESENTATIVE, and THE PERSONS DELIVERING JOINDER AGREEMENTS HEREWITH Dated as of July 11, 2017.Merger Agreement • July 17th, 2017 • Rubicon Project, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of July 11, 2017 (this “Agreement”), is by and among THE RUBICON PROJECT, INC., a Delaware corporation (“Parent”), CAVIAR ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), nToggle, Inc., a Delaware corporation (the “Company”), SHAREHOLDER REPRESENTATIVE SERVICES LLC, a Colorado limited liability company, solely in its capacity as the initial Holder Representative hereunder, and the Persons delivering Joinder Agreements herewith.
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 9th, 2020 • Magnite, Inc. • Services-computer programming, data processing, etc.
THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of September 25, 2020 (the “Effective Date”), between SILICON VALLEY BANK, a California corporation (“Bank”), and MAGNITE, INC. (f/k/a The Rubicon Project, Inc.), a Delaware corporation (“Magnite”), MAGNITE Hopper, Inc. (f/k/a Rubicon Project Hopper, Inc.), a Delaware corporation (“Hopper”), MAGNITE BELL, INC. (f/k/a Rubicon Project Bell, Inc.), a Delaware corporation (“Bell”), and MAGNITE CTV, INC., a Delaware corporation (“CTV”, and together with Magnite, Hopper, and Bell individually and collectively, “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
EXECUTIVE SEVERANCE AND VESTING ACCELERATION AGREEMENTExecutive Severance and Vesting Acceleration Agreement • February 27th, 2020 • Rubicon Project, Inc. • Services-computer programming, data processing, etc. • California
THIS EXECUTIVE SEVERANCE AND VESTING ACCELERATION AGREEMENT (this “Agreement”), dated as of [_______], is entered into by and between The Rubicon Project, Inc. (the “Company”), and [_______] (“Executive”).
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 • Rubicon Project, Inc. • Services-computer programming, data processing, etc. • 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”).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • August 5th, 2015 • Rubicon Project, Inc. • Services-computer programming, data processing, etc. • California
This Stock Pledge Agreement (this “Agreement”) is entered into as of July 29, 2015 by and between SILICON VALLEY BANK (“Bank”) and RUBICON PROJECT UNLATCH, INC. (“Pledgor”).
AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 10th, 2021 • Magnite, Inc. • Services-computer programming, data processing, etc. • Delaware
This AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”), is entered into as of April 30, 2021, by and among Magnite, Inc., a Delaware corporation (“Buyer”), RTL US Holding, Inc., a Delaware corporation (“Seller”), and RTL Group S.A., a Société Anonyme (together with Buyer, and Seller, the “Parties”).
May 20, 2020Employment Agreement • August 10th, 2020 • Magnite, Inc. • Services-computer programming, data processing, etc. • California
This letter (the “Agreement”) confirms the agreement between you and The Rubicon Project, Inc. (the “Company”) regarding your continued employment and provision of services to the Company.
STOCK PURCHASE AGREEMENT dated as of February 4, 2021 between MAGNITE, INC., RTL US HOLDING, INC., and RTL GROUP S.A., (Solely with respect to Article 6) relating to the purchase and sale of 100% of the Common Stock of SPOTX, INC.Stock Purchase Agreement • February 5th, 2021 • Magnite, Inc. • Services-computer programming, data processing, etc. • Delaware
AGREEMENT (this “Agreement”) dated as of February 4, 2021 between Magnite, Inc., a Delaware corporation (“Buyer”), RTL US Holding, Inc., a Delaware corporation (“Seller”), and, solely for purposes of Article 6, RTL Group S.A., a Société Anonyme (“RTL”).
FIRST AMENDMENT TOStock Pledge Agreement • August 5th, 2015 • Rubicon Project, Inc. • Services-computer programming, data processing, etc.
This First Amendment to Stock Pledge Agreement (this “Amendment”) is entered into this 29th day of July, 2015, by and between Silicon Valley Bank (“Bank”) and The Rubicon Project, Inc. (“Pledgor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 10th, 2021 • Magnite, Inc. • Services-computer programming, data processing, etc. • Delaware
This REGISTRATION RIGHTS AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is made as of April 30, 2021, by and among Magnite, Inc., a Delaware corporation (the “Company”), and each of the Persons set forth on Schedule 1 (collectively, together with their Permitted Assignees (defined below), the “Holders”, and each a “Holder”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Purchase Agreement (defined below).
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 16th, 2014 • Rubicon Project, Inc. • Services-computer programming, data processing, etc.
This Fifth Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of September 30, 2013, by and between Silicon Valley Bank (“Bank”) and The Rubicon Project, Inc., a Delaware corporation, Sitescout Corporation, a Washington corporation, Rubicon-FAN, Inc., a Delaware corporation, Strategic Data Corp., a Delaware corporation, and Mobsmith, Inc., a Delaware corporation (individually and collectively, jointly and severally, “Borrower”) whose address is 12181 Bluff Creek Drive, Playa Vista, CA 90094.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 4th, 2014 • Rubicon Project, Inc. • Services-computer programming, data processing, etc. • California
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), made effective as of May 4, 2007 (the “Effective Date”), is entered into by and between ADMONITOR, INC. (the “Company”), and FRANK ADDANTE (“Executive”). In consideration of the mutual covenants and agreements hereinafter set forth, the parties agree as follows:
April 1, 2020Employment Agreement • August 10th, 2020 • Magnite, Inc. • Services-computer programming, data processing, etc.
The Rubicon Project, Inc. (“Rubicon”) is pleased to offer you continued employment on the terms set forth herein, subject to the closing of the transactions contemplated by that certain Agreement and Plan of Merger between Rubicon, Telaria, Inc. (“Telaria”) and certain other parties thereto (the “Merger Agreement”), as a result of which, Telaria will become a wholly-owned subsidiary of Rubicon (the “Merger”).
ARRANGEMENT AGREEMENT by and among THE RUBICON PROJECT, INC., 2459502 ONTARIO INC., CHANGO INC., THE SUPPORTING SHAREHOLDERS, FORTIS ADVISORS LLC, AS THE SECURITYHOLDER REPRESENTATIVE and THE PERSONS DELIVERING JOINDER AGREEMENTS HEREWITH Dated as of...Arrangement Agreement • March 31st, 2015 • Rubicon Project, Inc. • Services-computer programming, data processing, etc. • Ontario
THIS ARRANGEMENT AGREEMENT, dated as of March 31, 2015 (this “Agreement”), is by and among (a) The Rubicon Project, Inc., a Delaware corporation (“Parent”), (b) 2459502 Ontario Inc., an Ontario corporation and an indirect wholly owned subsidiary of Parent (“Sub”), (c) Chango Inc., an Ontario corporation (the “Company”), (d) Chris Sukornyk (the “Founder”), Sukornyk Family Trust (the “Founder Trust”), 6549837 Canada Inc. (the “Founder Holdco”), Mantella Venture Partners L.P., Metamorphic Ventures, LLC, Metamorphic Ventures II, L.P., Extreme Venture Partners Fund 1 LP, iNovia Investment Fund II, Limited Partnership, iNovia Investment Fund II-A, Limited Partnership, iNovia Investment Fund II-B, Limited Partnership, Rho Canada Ventures, L.P., Rho Investment Partners Canada, L.P., Chad Leger, Dax Hamman and Mazdak Rezvani (collectively, the “Supporting Shareholders”) (e) Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the initial Securityholder Representa
THE RUBICON PROJECT, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 20th, 2014 • Rubicon Project, Inc. • Services-computer programming, data processing, etc. • Delaware
This Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made as of March 18, 2014 by and among The Rubicon Project, Inc. a Delaware corporation (the “Company”) and the investors listed on Exhibit A hereto, each of which is herein referred to as an “Investor.”
EXECUTIVE SEVERANCE AND VESTING ACCELERATION AGREEMENTExecutive Severance and Vesting Acceleration Agreement • August 10th, 2020 • Magnite, Inc. • Services-computer programming, data processing, etc. • California
THIS EXECUTIVE SEVERANCE AND VESTING ACCELERATION AGREEMENT (this “Agreement”), dated as of April 1, 2020, is entered into by and between The Rubicon Project, Inc. (the “Company”) and Aaron Saltz (“Executive”).
AGREEMENT AND PLAN OF MERGER among THE RUBICON PROJECT, INC, PLUTO 2014 ACQUISITION CORP., ISOCKET, INC., SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS THE HOLDER REPRESENTATIVE and THE PERSONS DELIVERING JOINDER AGREEMENTS HEREWITHMerger Agreement • November 17th, 2014 • Rubicon Project, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of November 13, 2014 (this “Agreement”), is by and among The Rubicon Project, Inc., a Delaware corporation (“Parent”), Pluto 2014 Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), iSocket, Inc., a Delaware corporation (the “Company”), Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the initial Holder Representative hereunder, and the Persons delivering Joinder Agreements herewith.
AMENDMENT AGREEMENTAmendment Agreement • April 27th, 2015 • Rubicon Project, Inc. • Services-computer programming, data processing, etc. • Ontario
FORTIS ADVISORS LLC, a Delaware limited liability company, solely in its capacity as the initial Securityholder Representative
AgreementEmployment Agreement • August 22nd, 2017 • Rubicon Project, Inc. • Services-computer programming, data processing, etc.
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 4th, 2014 • Rubicon Project, Inc. • Services-computer programming, data processing, etc.
THIS THIRD AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 28th day of September 2012 by and between Silicon Valley Bank (“Bank”) and The Rubicon Project, Inc., a Delaware corporation (“Rubicon”), Sitescout Corporation, a Washington corporation, Rubicon-FAN, Inc., a Delaware corporation, Strategic Data Corp., a Delaware corporation and Mobsmith, Inc., a Delaware corporation (jointly and severally, the “Borrower”) whose address is 1925 S. Bundy Drive, Los Angeles, CA 90025.
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 4th, 2014 • Rubicon Project, Inc. • Services-computer programming, data processing, etc.
THIS FOURTH AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 8th day of February 2013 by and between Silicon Valley Bank (“Bank”) and The Rubicon Project, Inc., a Delaware corporation (“Rubicon”), Sitescout Corporation, a Washington corporation, Rubicon-FAN, Inc., a Delaware corporation, Strategic Data Corp., a Delaware corporation and Mobsmith, Inc., a Delaware corporation (jointly and severally, the “Borrower”) whose address is 1925 S. Bundy Drive, Los Angeles, CA 90025.
OFFICE LEASEOffice Lease • February 25th, 2021 • Magnite, Inc. • Services-computer programming, data processing, etc.
This Office Lease (this “Lease”), dated November 20, 2020, by and between BRE HH PROPERTY OWNER LLC, a Delaware limited liability company (“Landlord”), and MAGNITE, INC., a Delaware corporation (“Tenant”). The following exhibits are incorporated herein and made a part hereof: Exhibit A (Outline of Premises); Exhibit B (Expenses and Taxes); Exhibit C (Work Letter); Exhibit C-1 (Pricing Plan); Exhibit D (Form of Confirmation Letter); Exhibit E (Rules and Regulations); Exhibit F (Additional Provisions); Exhibit F-1 (Form of Pet Agreement); Exhibit G (Judicial Reference); Exhibit H (Form of Letter of Credit); and Exhibit I (Janitorial Cleaning Specifications).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • February 4th, 2014 • Rubicon Project, Inc. • Services-computer programming, data processing, etc. • California
This Stock Pledge Agreement (this “Agreement”) is entered into as of October 3, 2013 by and between SILICON VALLEY BANK (“Bank”) and THE RUBICON PROJECT, INC. (“Pledgor”).
SUBLEASESublease • February 23rd, 2022 • Magnite, Inc. • Services-computer programming, data processing, etc. • New York
THIS SUBLEASE (this “Sublease”), dated as of September 21, 2021 is entered into by and between ZILLOW GROUP, INC., a Washington corporation (“Sublandlord”), and MAGNITE, INC., a Delaware corporation (“Subtenant”).
SECOND Amendment to STOCK PLEDGE agreementStock Pledge Agreement • November 8th, 2018 • Rubicon Project, Inc. • Services-computer programming, data processing, etc.
This Second Amendment to Stock Pledge Agreement (this “Amendment”) is entered into as of September 26, 2018, by and between Silicon Valley Bank (“Bank”) and The Rubicon Project, Inc. (“Pledgor”).
