0001628280-15-006064 Sample Contracts

STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • August 5th, 2015 • Rubicon Project, Inc. • Services-computer programming, data processing, etc. • California

This Stock Pledge Agreement (this “Agreement”) is entered into as of July 29, 2015 by and between SILICON VALLEY BANK (“Bank”) and RUBICON PROJECT UNLATCH, INC. (“Pledgor”).

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FIRST AMENDMENT TO
Stock Pledge Agreement • August 5th, 2015 • Rubicon Project, Inc. • Services-computer programming, data processing, etc.

This First Amendment to Stock Pledge Agreement (this “Amendment”) is entered into this 29th day of July, 2015, by and between Silicon Valley Bank (“Bank”) and The Rubicon Project, Inc. (“Pledgor”).

ADDITIONAL BORROWER JOINDER SUPPLEMENT
Additional Borrower Joinder Supplement • August 5th, 2015 • Rubicon Project, Inc. • Services-computer programming, data processing, etc. • California

THIS ADDITIONAL BORROWER JOINDER SUPPLEMENT (this “Agreement”) is made as of July 29, 2015, by and among THE RUBICON PROJECT, INC., a Delaware corporation (the “Company”), RUBICON PROJECT HOPPER, INC., a Delaware corporation (“Hopper”), RUBICON PROJECT UNLATCH, INC., a Delaware corporation (“Unlatch”), RUBICON PROJECT TURING, INC., a Delaware corporation (“Turing”), RUBICON PROJECT EDISON, INC., a Delaware corporation (“Edison”), ADVERTISEMENT AUTOMATION ACCELERATOR, LLC, a Delaware limited liability company (“AAA”), RUBICON PROJECT BELL, INC., a Delaware corporation (“Bell”), and RUBICON PROJECT CURIE, INC., a Delaware corporation (“Curie”, together with Hopper, Unlatch, Turing, Edison, AAA and Bell, individually and collectively, jointly and severally, the “Additional Borrower”), and SILICON VALLEY BANK, a California chartered bank (the “Bank”).

AMENDMENT NO. 1 TO EXECUTIVE SEVERANCE AND VESTING ACCELERATION AGREEMENT
Executive Severance and Vesting Acceleration Agreement • August 5th, 2015 • Rubicon Project, Inc. • Services-computer programming, data processing, etc. • California

THIS AMENDMENT NO. 1 TO EXECUTIVE VESTING AND SEVERANCE AGREEMENT (this “Amendment”), dated as of _____, 2015, is entered into by and between The Rubicon Project, Inc. (the “Company”), and [EXECUTIVE NAME] (“Executive”).

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 5th, 2015 • Rubicon Project, Inc. • Services-computer programming, data processing, etc.

This Seventh Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of July 29, 2015, by and between Silicon Valley Bank (“Bank”) and The Rubicon Project, Inc., a Delaware corporation (“Borrower”) whose address is 12181 Bluff Creek Drive, Playa Vista, CA 90094.

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