TAX RECEIVABLE AGREEMENT (EXCHANGES) dated as of February 9, 2021Tax Receivable Agreement • March 23rd, 2021 • Viant Technology Inc. • Services-computer programming, data processing, etc. • Delaware
This TAX RECEIVABLE AGREEMENT (EXCHANGES) (this “Agreement”), dated as of February 9, 2021, is entered into by and among Viant Technology Inc., a Delaware corporation (Viant Technology Inc. and any of its Subsidiaries classified as a corporation for U.S. federal income tax purposes, and any successor thereto, the “Corporation”), Viant Technology LLC, a Delaware limited liability company that is classified as a partnership for U.S. federal income tax purposes (the “Company”), each of the TRA Holders, and the TRA Representative.
FORM OF SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VIANT TECHNOLOGY LLC a Delaware limited liability company dated as of February , 2021Limited Liability Company Agreement • February 5th, 2021 • Viant Technology Inc. • Services-computer programming, data processing, etc. • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of VIANT TECHNOLOGY LLC, a Delaware limited liability company (the “Company”), dated as of February , 2021, is entered into by and among Tim Vanderhook, Chris Vanderhook, Four Brothers 2 LLC, and Viant Technology Equity Plan LLC (the “Initial Members”), and Viant Technology Inc., a Delaware corporation (the “Managing Member”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 23rd, 2021 • Viant Technology Inc. • Services-computer programming, data processing, etc. • Delaware
This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of February 9, 2021, is made by and among:
REVOLVING CREDIT AND SECURITY AGREEMENT AND GUARANTY PNC BANK, NATIONAL ASSOCIATION (AS AGENT) THE LENDERS FROM TIME TO TIME PARTY HERETO WITH VIANT TECHNOLOGY LLC, VIANT US LLC ADELPHIC LLC AND MYSPACE LLC (AS BORROWERS) AND THE PERSONS FROM TIME TO...Revolving Credit and Security Agreement • February 1st, 2021 • Viant Technology Inc. • Services-computer programming, data processing, etc. • New York
Revolving Credit and Security Agreement and Guaranty, dated as of October 31, 2019, among VIANT TECHNOLOGY LLC, a Delaware limited liability company (“Viant”), each other Person which is now or which hereafter becomes a party to this Agreement as a Borrower, each other Person from time to time joined as a party to this Agreement as a Guarantor, the persons which are now or which hereafter become a party hereto as lenders (collectively, the “Lenders” and each individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for the Lenders (in such capacity, and together with its successors and assigns in such capacity, “Agent”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VIANT TECHNOLOGY LLC a Delaware limited liability companyLimited Liability Company Agreement • March 23rd, 2021 • Viant Technology Inc. • Services-computer programming, data processing, etc. • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of VIANT TECHNOLOGY LLC, a Delaware limited liability company (the “Company”), dated as of February 9, 2021, is entered into by and among Tim Vanderhook, Chris Vanderhook, Four Brothers 2 LLC, and Viant Technology Equity Plan LLC (the “Initial Members”), and Viant Technology Inc., a Delaware corporation (the “Managing Member”).
SIXTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT AND GUARANTYRevolving Credit and Security Agreement and Guaranty • April 6th, 2023 • Viant Technology Inc. • Services-computer programming, data processing, etc.
Revolving Credit and Security Agreement and Guaranty, dated as of October 31, 2019, among VIANT TECHNOLOGY LLC, a Delaware limited liability company (“Viant”), each other Person which is now or which hereafter becomes a party to this Agreement as a Borrower, each other Person from time to time joined as a party to this Agreement as a Guarantor, the persons which are now or which hereafter become a party hereto as lenders (collectively, the “Lenders” and each individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for the Lenders (in such capacity, and together with its successors and assigns in such capacity, “Agent”).
First Amendment to Employment AgreementEmployment Agreement • May 3rd, 2022 • Viant Technology Inc. • Services-computer programming, data processing, etc.
This Amendment is made effective November 15, 2018 between Viant Technology LLC, and Larry Madden (the “First Amendment”) and amends the Employment Agreement dated March 27, 2017 (the “Agreement”). Capitalized terms used in this First Amendment and not otherwise defined herein shall have the meanings given to them in the Agreement.
FIFTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT AND GUARANTYRevolving Credit and Security Agreement • November 10th, 2021 • Viant Technology Inc. • Services-computer programming, data processing, etc.
THIS FIFTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT AND GUARANTY (this “Amendment”), dated as of October 15, 2021, by and among VIANT TECHNOLOGY LLC, a Delaware limited liability company (“Viant”), VIANT US LLC, a Delaware limited liability company (“Viant US”), ADELPHIC LLC, a Delaware limited liability company (“Adelphic”), MYSPACE LLC, a Delaware limited liability company (“Myspace”), VIANT TECHNOLOGY INC., a Delaware corporation (“Holdings”, and, together with Viant, Viant US, Adelphic and Myspace, the “Borrowers”, and each a “Borrower”), the Persons which are party to the Credit Agreement as lenders (collectively, the “Lenders” and each individually a “Lender”), and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for the Lenders (PNC, in such capacity, the “Agent”). Terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement defined below.
Amendment No. 1 to Second Amended and Restated Limited Liability Company Agreement of VIANT TECHNOLOGY LLCLimited Liability Company Agreement • March 23rd, 2021 • Viant Technology Inc. • Services-computer programming, data processing, etc. • Delaware
This AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VIANT TECHNOLOGY LLC (this “Amendment”) is made as of February 12, 2021 by Viant Technology Inc., a Delaware corporation (“Managing Member”), as Managing Member. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in that certain Second Amended and Restated Limited Liability Company Agreement (the “Agreement”) of Viant Technology LLC, a Delaware limited liability company (the “Company”), dated as of February 9, 2021, by and among the Managing Member and Tim Vanderhook, Chris Vanderhook, Four Brothers 2 LLC, and Viant Technology Equity Plan LLC.
FIRST AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT AND GUARANTYRevolving Credit and Security Agreement and Guaranty • February 1st, 2021 • Viant Technology Inc. • Services-computer programming, data processing, etc.
THIS FIRST AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT AND GUARANTY (this “Amendment”), dated as of April 13, 2020, by and among VIANT TECHNOLOGY LLC, a Delaware limited liability company (“Viant Tech”), VIANT US LLC, a Delaware limited liability company (“Viant US”), ADELPHIC LLC, a Delaware limited liability company (“Adelphic”), MYSPACE LLC, a Delaware limited liability company (“Myspace” and, together with Viant Tech, Viant US and Adelphic the “Borrowers”, and each a “Borrower”), the Persons which are party to the Credit Agreement as lenders (collectively, the “Lenders” and each individually a “Lender”), and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for the Lenders (PNC, in such capacity, the “Agent”). Terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement defined below.
VIANT TECHNOLOGY EQUITY PLAN LLC LIMITED LIABILITY COMPANY AGREEMENT DATED AS OF March 14, 2017Limited Liability Company Agreement • February 1st, 2021 • Viant Technology Inc. • Services-computer programming, data processing, etc. • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT of Viant Technology Equity Plan LLC, a limited liability company organized pursuant to the Act (the “Plan”), is entered into as of March 14, 2017, by and among the Plan and the individuals party hereto.
VIANT TECHNOLOGY INC. (a Delaware corporation) [●] Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 1st, 2021 • Viant Technology Inc. • Services-computer programming, data processing, etc. • New York
SECOND AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT AND GUARANTYRevolving Credit and Security Agreement • February 1st, 2021 • Viant Technology Inc. • Services-computer programming, data processing, etc.
THIS SECOND AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT AND GUARANTY (this “Amendment”), dated as of April 30, 2020, by and among VIANT TECHNOLOGY LLC, a Delaware limited liability company (“Viant Tech”), VIANT US LLC, a Delaware limited liability company (“Viant US”), ADELPHIC LLC, a Delaware limited liability company (“Adelphic”), MYSPACE LLC, a Delaware limited liability company (“Myspace” and, together with Viant Tech, Viant US and Adelphic the “Borrowers”, and each a “Borrower”), the Persons which are party to the Credit Agreement as lenders (collectively, the “Lenders” and each individually a “Lender”), and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for the Lenders (PNC, in such capacity, the “Agent”). Terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement defined below.
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 1st, 2021 • Viant Technology Inc. • Services-computer programming, data processing, etc. • Delaware
This Indemnification Agreement (this “Agreement”) is entered into as of , (the “Effective Date”) by and between Viant Technology Inc., a Delaware corporation (the “Corporation”), and [ ] (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 1st, 2021 • Viant Technology Inc. • Services-computer programming, data processing, etc. • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into by and between Viant Technology LLC (the “Company”) and Larry Madden (“Executive”). Once signed by both of the parties, this Agreement will be deemed effective as of March 27, 2017 (the “Effective Date”).
THIRD AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT AND GUARANTYRevolving Credit and Security Agreement and Guaranty • February 1st, 2021 • Viant Technology Inc. • Services-computer programming, data processing, etc.
THIS THIRD AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT AND GUARANTY (this “Amendment”), dated as of May 29, 2020, by and among VIANT TECHNOLOGY LLC, a Delaware limited liability company (“Viant Tech”), VIANT US LLC, a Delaware limited liability company (“Viant US”), ADELPHIC LLC, a Delaware limited liability company (“Adelphic”), MYSPACE LLC, a Delaware limited liability company (“Myspace” and, together with Viant Tech, Viant US and Adelphic the “Borrowers”, and each a “Borrower”), the Persons which are party to the Credit Agreement as lenders (collectively, the “Lenders” and each individually a “Lender”), and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for the Lenders (PNC, in such capacity, the “Agent”). Terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement defined below.
