0000950123-14-000290 Sample Contracts

LOAN AND SECURITY AGREEMENT
Loan 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:

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FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan 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.

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • January 16th, 2014 • Rubicon Project, Inc. • Services-computer programming, data processing, etc.

THIS FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 24th day of July 2012 by and between Silicon Valley Bank (“Bank”) and The Rubicon Project, Inc., a Delaware corporation (“Rubicon”), Sitescout Corporation, a Washington corporation, Fox Audience Network, Inc., a Delaware corporation and Strategic Data Corp., a Delaware corporation (jointly and severally, the “Borrower”) whose address is 1925 S. Bundy Drive, Los Angeles, CA 90025.

ASSUMPTION AND SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • January 16th, 2014 • Rubicon Project, Inc. • Services-computer programming, data processing, etc.

THIS ASSUMPTION AND SECOND AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 14th day of September 2012 by and between Silicon Valley Bank (“Bank”), on the one side, and The Rubicon Project, Inc., a Delaware corporation (“Rubicon”), SiteScout Corporation, a Washington corporation (“SiteScout”), Rubicon-FAN, Inc., a Delaware corporation (formerly known as Fox Audience Network, Inc., “R-FAN”), Strategic Data Corp., a Delaware corporation (“SDC” and together with Rubicon, SiteScout and R-FAN, jointly and severally, the “Existing Borrower) and Mobsmith, Inc., a Delaware corporation (“Mobsmith” and the “New Borrower”) whose address is 1925 S. Bundy Drive, Los Angeles, CA 90025, on the other side.

SUBLEASE
Sublease • January 16th, 2014 • Rubicon Project, Inc. • Services-computer programming, data processing, etc.

Chan) to perform all mechanical, engineering and plumbing engineering work, whose fees will be competitive with other comparable qualified MEP engineers, and (ii) Sublessee shall engage Morrow-Meadows Corporation (Melvin Lara) to perform all cabling work. Sublessee’s General Contractor and all other subcontractors, laborers, materialmen and suppliers shall comply with the Master Lease, including Section 29.38 and any insurance requirements set forth therein. A copy of the General Contractor’s work schedule and all building or other governmental permits required for the Tenant Improvements shall be delivered to Sublessor before commencement of the Tenant Improvements. Sublessor shall cooperate as reasonably necessary so that Sublessee’s General Contractor may cause the Tenant Improvements to be completed promptly and with due diligence. The Tenant Improvements shall be performed in conformance with the approved Plans and shall be done in a good and workmanlike manner. All work shall be

SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • January 16th, 2014 • Rubicon Project, Inc. • Services-computer programming, data processing, etc.

This Sixth Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 19th day of December, 2013, by and among Silicon Valley Bank (“Bank”), 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.

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