Exclusivity Extension Agreement

Exhibit (d)(5)

July 16, 2017

Rocket Fuel Inc.

0000 Xxxxxxx Xxxxxxxxx, Xxxxx 000

Xxxxxxx Xxxx, XX 00000

Exclusivity Extension Agreement

Reference is made in this letter agreement (this “Letter Agreement”) to that certain exclusivity letter agreement dated June 6, 2017 (as amended, the “Exclusivity Agreement”) executed by and between Sizmek Inc. (“Sizmek”) and Rocket Fuel Inc. (the “Company”). Capitalized terms not defined in this Letter Agreement have the meanings set forth in the Exclusivity Agreement.

1.     Exclusivity. The Exclusivity Period hereby runs from the execution and delivery of this Letter Agreement by the parties hereto through the earlier of (i) 11:59 pm PACIFIC time on July 17, 2017, and (ii) the signing of a definitive merger agreement between Sizmek and the Company.

2.     Governing Law. This Letter Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of any conflicts of laws principles that might dictate the applicability of the laws of any other jurisdiction.

3.     Amendment. Except as amended hereby, the provisions of the Exclusivity Agreement shall remain in full force and effect in accordance with their terms.

4.     Counterparts. This Letter Agreement may be executed in one or more counterparts (any of which may be by facsimile signature).

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Please indicate the concurrence of the Company with this Letter Agreement by executing in the space provided below and returning a copy to us at your earliest convenience.

Sincerely,
SIZMEK INC.
By:		/s/ Xxxx Xxxxxxxxxx
Name:		Xxxx Xxxxxxxxxx
Title:		Director

Accepted and agreed as of

the date first set forth above:

ROCKET FUEL INC.
By:		/s/ Xxxxx Xxxxxxx
Name:		Xxxxx Xxxxxxx
Title:		Chief Executive Officer