0001047469-13-008517 Sample Contracts

ROCKET FUEL INC. LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 16th, 2013 • Rocket Fuel Inc. • Services-computer programming, data processing, etc. • California

This LOAN AND SECURITY AGREEMENT is entered into as of April 7, 2010, by and between COMERICA BANK (“Bank”) and ROCKET FUEL INC. (“Borrower”).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 16th, 2013 • Rocket Fuel Inc. • Services-computer programming, data processing, etc. • Delaware

THIS AGREEMENT (the “Agreement”) is made and entered into as of between Rocket Fuel Inc., a Delaware corporation (the “Company”) and [name] (“Indemnitee”).

ROCKET FUEL INC. FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT June 15, 2012
Investor Rights Agreement • August 16th, 2013 • Rocket Fuel Inc. • Services-computer programming, data processing, etc. • California

This Fourth Amended and Restated Investor Rights Agreement (this “Agreement”) is made and entered into as of June 15, 2012 (the “Effective Date”) by and among Rocket Fuel Inc., a Delaware corporation (the “Company”), the holders of Series A Preferred Stock (the “Series A Stock”), Series B Preferred Stock (the “Series B Stock”), Series C Preferred Stock (the “Series C Stock”) and Series C-1 Preferred Stock (the “Series C-1 Stock”) as set forth on Exhibit A hereto ( the “Investors”), and George H. John, Richard Frankel, and Abhinav Gupta (the “Founders”).

Contract
Rocket Fuel Inc. • August 16th, 2013 • Services-computer programming, data processing, etc. • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

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