Common use of Other Covenants Required Actual Complies Clause in Contracts

Other Covenants Required Actual Complies. Permitted Investments for stock repurchase or employee loans <$100,000 $ YES NO Permitted Investments by Borrower or a Guarantor to subsidiaries that are not Borrower or a Guarantor <$500,000 $ YES NO Permitted Investments for joint ventures <$250,000 $ YES NO Asset Sales, other than those permitted by any clause of Section 8.4 of the Credit Agreement other than clause (g) <$250,000 $ YES NO Other Investments <$500,000 $ YES NO Capital Expenditures <$10,000,000, plus any amount carried forward from prior Fiscal Year $ YES NO Balance of corporate credit cards <$3,000,000 $ YES NO Amount of obligations secured by other liens pursuant to Section 8.2(h) <$250,000 $ YES NO Debt of Person that becomes a Subsidiary of Borrower after Effective Date (or assumed by Borrower or a Subsidiary in connection with Permitted Acquisition) <$500,000 $ YES NO Permitted Debt to finance acquisition of fixed/ <$12,500,000 $______________ YES NO capital assets Additional Unsecured Debt <$250,000 $______________ YES NO * Period Amount October 1, 2013 through December 31, 2013 $1,000,000 January 1, 2014 through March 31, 2014 ($9,000,000) April 1, 2014 through June 30, 2014 ($2,000,000) July 1, 2014 through September 30, 2014 ($3,500,000) October 1, 2014 through December 31, 2014 $15,000,000 January 1, 2015 and thereafter To be determined in accordance with Section 7.9(a)(ii) of the Credit Agreement. Please Enter Below Comments Regarding Violations: The Officer further acknowledges that at any time Borrower is not in compliance with all the terms set forth in the Credit Agreement, including, without limitation, the financial covenants, no credit extensions will be made. Very truly yours, Authorized Signer Name: Title: Detroit_3013288_18 EXHIBIT K FORM OF TERM LOAN NOTE $___________________ ________, 20__ FOR VALUE RECEIVED, Rocket Fuel Inc. (“Borrower”) promises to pay to the order of [insert name of applicable financial institution] (“Payee”), in care of Agent, at Detroit, Michigan, the principal sum of [insert amount derived from Percentages] Dollars ($_____________), or if less, the aggregate principal amount of the Term Loan Advances made by the Payee, in lawful money of the United States of America payable in quarterly principal installments each in the amount and on the dates set forth in the Credit Agreement (as defined below) until the Term Loan Maturity Date, when the entire unpaid balance of principal and interest thereon shall be due and payable. Interest shall be payable at the rate (including the default rate) and on the dates provided in the Amended and Restated Revolving Credit and Term Loan Agreement made as of the 20th day of December, 2013 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”), by and among the financial institutions from time to time signatory thereto (each, individually, a “Lender,” and any and all such financial institutions collectively, the “Lenders”), Comerica Bank, as administrative agent for the Lenders (in such capacity, “Agent”), and Borrower. This Note evidences Term Loan Advances made under, is subject to, may be accelerated and may be prepaid in accordance with, the terms of the Credit Agreement, to which reference is hereby made. This Note shall be interpreted and the rights of the parties hereunder shall be determined under the laws of, and enforceable in, the State of California. Borrower hereby waives presentment for payment, demand, protest and notice of dishonor and nonpayment of this Note and agrees that no obligation hereunder shall be discharged by reason of any extension, indulgence, release, or forbearance granted by any holder of this Note to any party now or hereafter liable hereon or any present or subsequent owner of any property, real or personal, which is now or hereafter security for this Note. Nothing herein shall limit any right granted Payee by any other instrument or by law. ROCKET FUEL INC. By: Its: EXHIBIT L FORM OF TERM LOAN RATE REQUEST No.___________ Dated:__________ To: Comerica Bank, as Agent RE: Amended and Restated Revolving Credit and Term Loan Agreement made as of the 20th day of December, 2013 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”), by and among the financial institutions from time to time signatory thereto (each, individually, a “Lender,” and any and all such financial institutions collectively, the “Lenders”), Comerica Bank, as administrative agent for the Lenders (in such capacity, “Agent”), and Rocket Fuel Inc. (“Borrower”).

Other Covenants Required Actual Complies. Permitted payments in lieu of fractional shares in connection with conversion or exercise of convertible securities <$1,000,000 $ YES NO Permitted payments in lieu of fractional shares in connection with stock dividends and splits <$1,000,000 $ YES NO Permitted Investments for stock repurchase or employee loans to employees, officers and directors <$100,000 1,000,000 $ YES NO Permitted Investments by Borrower or a Guarantor to subsidiaries that are not Borrower or a Guarantor <$500,000 3,000,000 $ YES NO Permitted Investments for joint ventures <$250,000 $ YES NO Permitted Investments in connection with Guarantee Obligations <$1,000,000 $ YES NO Other Investments <$1,000,000 $ YES NO Capital Expenditures ** $ YES NO Asset Sales, other than those permitted by any clause of Section 8.4 of the Credit Agreement other than clause (g) <$250,000 1,000,000 $ YES NO Other Investments Amount of obligations secured by other liens pursuant to Section 8.2(i) <$500,000 $ YES NO Capital Expenditures <$10,000,000, plus any amount carried forward from prior Fiscal Year 1,000,000 $ YES NO Balance of corporate credit cards <$3,000,000 $ YES NO Amount Other letters of obligations secured by other liens pursuant to Section 8.2(h) credit <$250,000 1,000,000 $ YES NO Debt of Person that becomes a Subsidiary of Borrower after Effective Date (or assumed by Borrower or a Subsidiary in connection with Permitted Acquisition) <$500,000 1,000,000 $ YES NO Permitted Debt to finance acquisition of fixed/ capital assets <$12,500,000 $______________ 50,000,000 $ YES NO capital assets Dominion of Funds – Cash on deposit with Agent or Lenders (tested as of the last day of each month) $30,001 – $39,999 $ YES NO Additional Unsecured Debt <$250,000 1,000,000 $______________ YES NO * Period Fiscal Quarter Ending Date Amount October 1, 2013 through December 31, 2013 $1,000,000 January 1, 2014 through March 31, 2014 ($9,000,0002,100,000) April 1March 31, 2014 through 2015 ($20,000,000) June 30, 2014 2015 ($2,000,00025,000,000) July 1, 2014 through September 30, 2014 2015 ($3,500,00020,000,000) October 1December 31, 2014 through 2015 ($5,000,000) March 31, 2016 $0 June 30, 2016 $5,000,000 September 30, 2016 $10,000,000 December 31, 2016 and each fiscal quarter ending thereafter $20,000,000 ** Fiscal Year Ending Date Amount December 31, 2014 $15,000,000 January 145,000,000, plus any amount (up to $10,000,000) carried forward from prior Fiscal Year December 31, 2015 $18,000,000, plus any amount (up to $10,000,000) carried forward from prior Fiscal Year December 31, 2016 and each Fiscal Year thereafter To be determined in accordance with Section 7.9(a)(ii$15,000,000, plus any amount (up to $10,000,000) of the Credit Agreement. carried forward from prior Fiscal Year Please Enter Below Comments Regarding Violations: The Officer further acknowledges that at any time Borrower is not in compliance with all the terms set forth in the Credit Agreement, including, without limitation, the financial covenants, no credit extensions will be made. Very truly yours, Authorized Signer Name: Title: Detroit_3013288_18 EXHIBIT K FORM OF TERM LOAN NOTE $___________________ ________, 20__ FOR VALUE RECEIVED, Rocket Fuel Inc. (“Borrower”) promises to pay to the order of [insert name of applicable financial institution] (“Payee”), in care of Agent, at Detroit, Michigan, the principal sum of [insert amount derived from Percentages] Dollars ($_____________), or if less, the aggregate principal amount of the Term Loan Advances made by the Payee, in lawful money of the United States of America payable in quarterly principal installments each in the amount and on the dates set forth in the Credit Agreement (as defined below) until the Term Loan Maturity Date, when the entire unpaid balance of principal and interest thereon shall be due and payable. Interest shall be payable at the rate (including the default rate) and on the dates provided in the Amended and Restated Revolving Credit and Term Loan Agreement made as of the 20th day of December, 2013 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”), by and among the financial institutions from time to time signatory thereto (each, individually, a “Lender,” and any and all such financial institutions collectively, the “Lenders”), Comerica Bank, as administrative agent for the Lenders (in such capacity, “Agent”), and Borrower. This Note evidences Term Loan Advances made under, is subject to, may be accelerated and may be prepaid in accordance with, the terms of the Credit Agreement, to which reference is hereby made. This Note shall be interpreted and the rights of the parties hereunder shall be determined under the laws of, and enforceable in, the State of California. Borrower hereby waives presentment for payment, demand, protest and notice of dishonor and nonpayment of this Note and agrees that no obligation hereunder shall be discharged by reason of any extension, indulgence, release, or forbearance granted by any holder of this Note to any party now or hereafter liable hereon or any present or subsequent owner of any property, real or personal, which is now or hereafter security for this Note. Nothing herein shall limit any right granted Payee by any other instrument or by law. ROCKET FUEL INC. By: Its: EXHIBIT L FORM OF TERM LOAN RATE REQUEST No.___________ Dated:__________ To: Comerica Bank, as Agent RE: Amended and Restated Revolving Credit and Term Loan Agreement made as of the 20th day of December, 2013 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”), by and among the financial institutions from time to time signatory thereto (each, individually, a “Lender,” and any and all such financial institutions collectively, the “Lenders”), Comerica Bank, as administrative agent for the Lenders (in such capacity, “Agent”), and Rocket Fuel Inc. (“Borrower”).

Other Covenants Required Actual Complies. Permitted payments in lieu of fractional shares in connection with conversion or exercise of convertible securities <$1,000,000 $ YES NO Permitted payments in lieu of fractional shares in connection with stock dividends and splits <$1,000,000 $ YES NO Permitted Investments for stock repurchase or employee loans to employees, officers and directors <$100,000 1,000,000 $ YES NO Permitted Investments by Borrower or a Guarantor to subsidiaries that are not Borrower or a Guarantor <$500,000 3,000,000 $ YES NO Permitted Investments for joint ventures <$250,000 $ YES NO Permitted Investments in connection with Guarantee Obligations <$1,000,000 $ YES NO Other Investments <$1,000,000 $ YES NO Capital Expenditures ** $ YES NO Asset Sales, other than those permitted by any clause of Section 8.4 of the Credit Agreement other than clause (g) <$250,000 1,000,000 $ YES NO Other Investments Amount of obligations secured by other liens pursuant to Section 8.2(i) <$500,000 $ YES NO Capital Expenditures <$10,000,000, plus any amount carried forward from prior Fiscal Year 1,000,000 $ YES NO Balance of corporate credit cards <$3,000,000 $ YES NO Amount Other letters of obligations secured by other liens pursuant to Section 8.2(h) credit <$250,000 1,000,000 $ YES NO Debt of Person that becomes a Subsidiary of Borrower after Effective Date (or assumed by Borrower or a Subsidiary in connection with Permitted Acquisition) <$500,000 1,000,000 $ YES NO Permitted Debt to finance acquisition of fixed/ <$12,500,000 50,000,000 $______________ YES NO capital assets Additional Unsecured Debt <$250,000 1,000,000 $______________ YES NO * Period Fiscal Quarter Ending Date Amount October 1, 2013 through December 31, 2013 $1,000,000 January 1, 2014 through March 31, 2014 ($9,000,0002,100,000) April 1March 31, 2014 through 2015 ($20,000,000) June 30, 2014 2015 ($2,000,00025,000,000) July 1, 2014 through September 30, 2014 2015 ($3,500,00020,000,000) October 1December 31, 2014 through 2015 ($5,000,000) March 31, 2016 $0 June 30, 2016 $10,000,000 September 30, 2016 $15,000,000 December 31, 2016 and each fiscal quarter ending thereafter $25,000,000 ** Fiscal Year Ending Date Amount December 31, 2014 $15,000,000 January 145,000,000, plus any amount (up to $10,000,000) carried forward from prior Fiscal Year December 31, 2015 $18,000,000, plus any amount (up to $10,000,000) carried forward from prior Fiscal Year December 31, 2016 and each Fiscal Year thereafter To be determined in accordance with Section 7.9(a)(ii$15,000,000, plus any amount (up to $10,000,000) of the Credit Agreement. carried forward from prior Fiscal Year Please Enter Below Comments Regarding Violations: The Officer further acknowledges that at any time Borrower is not in compliance with all the terms set forth in the Credit Agreement, including, without limitation, the financial covenants, no credit extensions will be made. Very truly yours, Authorized Signer Name: Title: Detroit_3013288_18 EXHIBIT K FORM OF TERM LOAN NOTE $___________________ ________, 20__ FOR VALUE RECEIVED, Rocket Fuel Inc. (“Borrower”) promises to pay to the order of [insert name of applicable financial institution] (“Payee”), in care of Agent, at Detroit, Michigan, the principal sum of [insert amount derived from Percentages] Dollars ($_____________), or if less, the aggregate principal amount of the Term Loan Advances made by the Payee, in lawful money of the United States of America payable in quarterly principal installments each in the amount and on the dates set forth in the Credit Agreement (as defined below) until the Term Loan Maturity Date, when the entire unpaid balance of principal and interest thereon shall be due and payable. Interest shall be payable at the rate (including the default rate) and on the dates provided in the Amended and Restated Revolving Credit and Term Loan Agreement made as of the 20th day of December, 2013 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”), by and among the financial institutions from time to time signatory thereto (each, individually, a “Lender,” and any and all such financial institutions collectively, the “Lenders”), Comerica Bank, as administrative agent for the Lenders (in such capacity, “Agent”), and Borrower. This Note evidences Term Loan Advances made under, is subject to, may be accelerated and may be prepaid in accordance with, the terms of the Credit Agreement, to which reference is hereby made. This Note shall be interpreted and the rights of the parties hereunder shall be determined under the laws of, and enforceable in, the State of California. Borrower hereby waives presentment for payment, demand, protest and notice of dishonor and nonpayment of this Note and agrees that no obligation hereunder shall be discharged by reason of any extension, indulgence, release, or forbearance granted by any holder of this Note to any party now or hereafter liable hereon or any present or subsequent owner of any property, real or personal, which is now or hereafter security for this Note. Nothing herein shall limit any right granted Payee by any other instrument or by law. ROCKET FUEL INC. By: Its: EXHIBIT L FORM OF TERM LOAN RATE REQUEST No.___________ Dated:__________ To: Comerica Bank, as Agent RE: Amended and Restated Revolving Credit and Term Loan Agreement made as of the 20th day of December, 2013 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”), by and among the financial institutions from time to time signatory thereto (each, individually, a “Lender,” and any and all such financial institutions collectively, the “Lenders”), Comerica Bank, as administrative agent for the Lenders (in such capacity, “Agent”), and Rocket Fuel Inc. (“Borrower”).

Other Covenants Required Actual Complies. Permitted payments in lieu of fractional shares in connection with conversion or exercise of convertible securities <$1,000,000 $ YES NO Permitted payments in lieu of fractional shares in connection with stock dividends and splits <$1,000,000 $ YES NO Permitted Investments for stock repurchase or employee loans to employees, officers and directors <$100,000 1,000,000 $ YES NO Permitted Investments by Borrower or a Guarantor to subsidiaries that are not Borrower or a Guarantor <$500,000 3,000,000 $ YES NO Permitted Investments for joint ventures <$250,000 $ YES NO Permitted Investments in connection with Guarantee Obligations <$1,000,000 $ YES NO Other Investments <$1,000,000 $ YES NO Capital Expenditures ** $ YES NO Asset Sales, other than those permitted by any clause of Section 8.4 of the Credit Agreement other than clause (g) <$250,000 1,000,000 $ YES NO Other Investments Amount of obligations secured by other liens pursuant to Section 8.2(i) <$500,000 $ YES NO Capital Expenditures <$10,000,000, plus any amount carried forward from prior Fiscal Year 1,000,000 $ YES NO Balance of corporate credit cards <$3,000,000 $ YES NO Amount Other letters of obligations secured by other liens pursuant to Section 8.2(h) credit <$250,000 1,000,000 $ YES NO Debt of Person that becomes a Subsidiary of Borrower after Effective Date (or assumed by Borrower or a Subsidiary in connection with Permitted Acquisition) <$500,000 1,000,000 $ YES NO Permitted Debt to finance acquisition of fixed/ <$12,500,000 50,000,000 $______________ YES NO capital assets Additional Unsecured Debt <$250,000 1,000,000 $______________ YES NO * Period Fiscal Quarter Ending Date Amount October 1, 2013 through December 31, 2013 $1,000,000 January 1, 2014 through March 31, 2014 ($9,000,0002,100,000) April 1March 31, 2014 through 2015 ($7,300,000) June 30, 2014 ($2,000,000) July 1, 2014 through September 30, 2014 2015 ($3,500,000) October 1September 30, 2014 through 2015 $4,300,000 ** Detroit_4627029_4_ Fiscal Year Ending Date Amount December 31, 2014 $15,000,000 January 145,000,000, plus any amount (up to $10,000,000) carried forward from prior Fiscal Year December 31, 2015 $25,000,000, plus any amount (up to $10,000,000) carried forward from prior Fiscal Year December 31, 2016 and each Fiscal Year thereafter To be determined in accordance with Section 7.9(a)(ii$20,000,000, plus any amount (up to $10,000,000) of the Credit Agreement. carried forward from prior Fiscal Year Please Enter Below Comments Regarding Violations: The Officer further acknowledges that at any time Borrower is not in compliance with all the terms set forth in the Credit Agreement, including, without limitation, the financial covenants, no credit extensions will be made. Very truly yours, Authorized Signer Name: Title: Detroit_3013288_18 Detroit_4627029_4_ EXHIBIT K FORM OF TERM LOAN NOTE $___________________ ________, 20__ FOR VALUE RECEIVED, Rocket Fuel Inc. (“Borrower”) promises to pay to the order of [insert name of applicable financial institution] (“Payee”), in care of Agent, at Detroit, Michigan, the principal sum of [insert amount derived from Percentages] Dollars ($_____________), or if less, the aggregate principal amount of the Term Loan Advances made by the Payee, in lawful money of the United States of America payable in quarterly principal installments each in the amount and on the dates set forth in the Credit Agreement (as defined below) until the Term Loan Maturity Date, when the entire unpaid balance of principal and interest thereon shall be due and payable. Interest shall be payable at the rate (including the default rate) and on the dates provided in the Second Amended and Restated Revolving Credit and Term Loan Agreement made as of the 20th 31st day of December, 2013 2014 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”), by and among the financial institutions from time to time signatory thereto (each, individually, a “Lender,” and any and all such financial institutions collectively, the “Lenders”), Comerica Bank, as administrative agent for the Lenders (in such capacity, “Agent”), and Borrower. This Note evidences Term Loan Advances made under, is subject to, may be accelerated and may be prepaid in accordance with, the terms of the Credit Agreement, to which reference is hereby made. This Note shall be interpreted and the rights of the parties hereunder shall be determined under the laws of, and enforceable in, the State of California. Borrower hereby waives presentment for payment, demand, protest and notice of dishonor and nonpayment of this Note and agrees that no obligation hereunder shall be discharged by reason of any extension, indulgence, release, or forbearance granted by any holder of this Note to any party now or hereafter liable hereon or any present or subsequent owner of any property, real or personal, which is now or hereafter security for this Note. Nothing herein shall limit any right granted Payee by any other instrument or by law. ROCKET FUEL INC. By: Its: Detroit_4627029_4_ EXHIBIT L FORM OF TERM LOAN RATE REQUEST No.___________ Dated:__________ To: Comerica Bank, as Agent RE: Second Amended and Restated Revolving Credit and Term Loan Agreement made as of the 20th 31st day of December, 2013 2014 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”), by and among the financial institutions from time to time signatory thereto (each, individually, a “Lender,” and any and all such financial institutions collectively, the “Lenders”), Comerica Bank, as administrative agent for the Lenders (in such capacity, “Agent”), and Rocket Fuel Inc. (“Borrower”).