Indemnification AgreementIndemnification Agreement • February 17th, 2015 • MaxPoint Interactive, Inc. • Services-advertising • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 20 by and between MaxPoint Interactive, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 3rd, 2015 • MaxPoint Interactive, Inc. • Services-advertising • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of June 12, 2014 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and MAXPOINT INTERACTIVE, 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:
AGREEMENT AND PLAN OF MERGER Among HARLAND CLARKE HOLDINGS CORP. MERCURY MERGER SUB, INC. and MAXPOINT INTERACTIVE, INC. Dated as of August 27, 2017Merger Agreement • August 28th, 2017 • MaxPoint Interactive, Inc. • Services-advertising • New York
AGREEMENT AND PLAN OF MERGER, dated as of August 27, 2017 (this “Agreement”), among Harland Clarke Holdings Corp., a Delaware corporation (“Parent”), Mercury Merger Sub, Inc., a Delaware corporation and a direct or indirect wholly owned subsidiary of Parent (“Purchaser”), and MaxPoint Interactive, Inc., a Delaware corporation (the “Company”).
ContractWarrant Agreement • February 3rd, 2015 • MaxPoint Interactive, Inc. • Services-advertising • 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 AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
MEZZANINE LOAN AND SECURITY AGREEMENTMezzanine Loan and Security Agreement • February 3rd, 2015 • MaxPoint Interactive, Inc. • Services-advertising • Delaware
THIS MEZZANINE LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of June 12, 2014 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and MAXPOINT INTERACTIVE, 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:
RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • August 28th, 2017 • MaxPoint Interactive, Inc. • Services-advertising • Delaware
This RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is entered into, on August 27, 2017 (the “Effective Date”), by and between MaxPoint Interactive, Inc. (the “Company”), Harland Clarke Holdings Corp. (“Parent”), Mercury Merger Sub, Inc. (“Purchaser”) and [Executive] (“Executive” and, together with the Company, Parent and Purchaser, the “Parties”). Any capitalized term used in this Agreement, but not defined, shall have the same meaning as ascribed to such term in the Agreement and Plan of Merger, dated as of the Effective Date, by and between Parent, Purchaser and the Company (the “Merger Agreement”).
OFFICE LEASEOffice Lease • February 3rd, 2015 • MaxPoint Interactive, Inc. • Services-advertising
THIS OFFICE LEASE is executed this 6th day of May, 2013 by and between DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited partnership doing business in North Carolina as Duke Realty of Indiana Limited Partnership (“Landlord”), and MAXPOINT INTERACTIVE, INC., a Delaware corporation (“Tenant”).
MAXPOINT INTERACTIVE, INC. February 20, 2015Employment Agreement • February 23rd, 2015 • MaxPoint Interactive, Inc. • Services-advertising
MaxPoint Interactive, Inc. (the “Company”) is pleased to confirm your current employment arrangements on the following terms:
MAXPOINT INTERACTIVE, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • February 3rd, 2015 • MaxPoint Interactive, Inc. • Services-advertising • Delaware
This Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made and entered into as of December 12, 2011, by and among MaxPoint Interactive, Inc., a Delaware corporation (the “Company”), the persons and entities listed on Schedule A hereto, as amended from time to time to include those persons who hereafter acquire Preferred Stock (as defined below) by becoming parties to this Agreement and the persons and entities listed on Schedule B hereto, as amended from time to time. The persons and entities listed on Schedule A hereto are referred to herein collectively as the “Investors,” and individually as an “Investor.” The persons and entities listed on Schedule B hereto are referred to herein collectively as the “Founders,” and individually as a “Founder.”
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 29th, 2017 • MaxPoint Interactive, Inc. • Services-advertising
This Fifth Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 26th day of June, 2017, by and between SILICON VALLEY BANK (“Bank”) and MAXPOINT INTERACTIVE, INC., a Delaware corporation (“Borrower”) whose address is 3020 Carrington Mill Boulevard, Suite 300, Morrisville, North Carolina 27560.
Underwriting AgreementUnderwriting Agreement • February 23rd, 2015 • MaxPoint Interactive, Inc. • Services-advertising • New York
MaxPoint Interactive, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [ ] additional shares (the “Optional Shares”) of Common Stock, par value $0.00005 per share (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • August 28th, 2017 • MaxPoint Interactive, Inc. • Services-advertising • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of August 27, 2017, is by and among Harland Clarke Holdings Corp., a Delaware corporation (“Parent”), Mercury Merger Sub, Inc., a Delaware corporation (“Purchaser”) and a direct or indirect wholly owned subsidiary of Parent, and each of the persons set forth on Schedule A hereto (each, a “Stockholder”).
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 23rd, 2017 • MaxPoint Interactive, Inc. • Services-advertising
This Fourth Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 22nd day of March, 2017, by and between SILICON VALLEY BANK (“Bank”) and MAXPOINT INTERACTIVE, INC., a Delaware corporation (“Borrower”) whose address is 3020 Carrington Mill Boulevard, Suite 300, Morrisville, North Carolina 27560.
ADVISOR AGREEMENTAdvisor Agreement • November 13th, 2015 • MaxPoint Interactive, Inc. • Services-advertising • California
MAXPOINT INTERACTIVE, INC. February 22, 2015Employment Agreement • February 23rd, 2015 • MaxPoint Interactive, Inc. • Services-advertising • North Carolina
MaxPoint Interactive, Inc. (the “Company”) is pleased to confirm your current employment arrangements on the following terms:
FIRST AMENDMENT TO MEZZANINE LOAN AND SECURITY AGREEMENTMezzanine Loan and Security Agreement • February 17th, 2015 • MaxPoint Interactive, Inc. • Services-advertising
This First Amendment to Mezzanine Loan and Security Agreement (this “Amendment”) is entered into this 12th day of February, 2015, by and between SILICON VALLEY BANK (“Bank”) and MAXPOINT INTERACTIVE, INC., a Delaware corporation (“Borrower”) whose address is 3020 Carrington Mill Blvd, Suite 300, Morrisville, North Carolina 27560.
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 10th, 2016 • MaxPoint Interactive, Inc. • Services-advertising
This Second Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 8th day of March, 2016, by and between SILICON VALLEY BANK (“Bank”) and MAXPOINT INTERACTIVE, INC., a Delaware corporation (“Borrower”) whose address is 3020 Carrington Mill Boulevard, Suite 300, Morrisville, North Carolina 27560.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 17th, 2015 • MaxPoint Interactive, Inc. • Services-advertising
This First Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 12th day of February, 2015, by and between SILICON VALLEY BANK (“Bank”) and MAXPOINT INTERACTIVE, INC., a Delaware corporation (“Borrower”) whose address is 3020 Carrington Mill Blvd, Suite 300, Morrisville, North Carolina 27560.
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 5th, 2016 • MaxPoint Interactive, Inc. • Services-advertising
This Third Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 30th day of September, 2016 by and between SILICON VALLEY BANK (“Bank”) and MAXPOINT INTERACTIVE, INC., a Delaware corporation (“Borrower”) whose address is 3020 Carrington Mill Boulevard, Suite 300, Morrisville, North Carolina 27560.
