ARRANGEMENT AGREEMENT by and among THE RUBICON PROJECT, INC., 2459502 ONTARIO INC., CHANGO INC., THE SUPPORTING SHAREHOLDERS, FORTIS ADVISORS LLC, AS THE SECURITYHOLDER REPRESENTATIVE and THE PERSONS DELIVERING JOINDER AGREEMENTS HEREWITH Dated as of...Arrangement Agreement • March 31st, 2015 • Rubicon Project, Inc. • Services-computer programming, data processing, etc. • Ontario
THIS ARRANGEMENT AGREEMENT, dated as of March 31, 2015 (this “Agreement”), is by and among (a) The Rubicon Project, Inc., a Delaware corporation (“Parent”), (b) 2459502 Ontario Inc., an Ontario corporation and an indirect wholly owned subsidiary of Parent (“Sub”), (c) Chango Inc., an Ontario corporation (the “Company”), (d) Chris Sukornyk (the “Founder”), Sukornyk Family Trust (the “Founder Trust”), 6549837 Canada Inc. (the “Founder Holdco”), Mantella Venture Partners L.P., Metamorphic Ventures, LLC, Metamorphic Ventures II, L.P., Extreme Venture Partners Fund 1 LP, iNovia Investment Fund II, Limited Partnership, iNovia Investment Fund II-A, Limited Partnership, iNovia Investment Fund II-B, Limited Partnership, Rho Canada Ventures, L.P., Rho Investment Partners Canada, L.P., Chad Leger, Dax Hamman and Mazdak Rezvani (collectively, the “Supporting Shareholders”) (e) Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the initial Securityholder Representa
