AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 29th, 2021 • Outbrain Inc. • Services-computer programming, data processing, etc. • Delaware
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of September 15, 2014 (the “Effective Date”) between (i) SILICON VALLEY BANK, a California corporation (“Bank”), and (ii) OUTBRAIN INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. This Agreement amends and restates in its entirety that certain Loan and Security Agreement dated as of May 24, 2013 between Borrower and Bank (as amended from time to time, the “Prior Loan Agreement”). The parties agree as follows:
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • July 20th, 2021 • Outbrain Inc. • Services-computer programming, data processing, etc. • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __, 20__ by and between Outbrain Inc., a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors/ an officer] of the Company (“Indemnitee”).
ContractOutbrain Inc. • June 29th, 2021 • 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 THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
OUTBRAIN INC., and THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of July 27, 2021 2.95% Convertible Senior Notes due 2026Indenture • July 28th, 2021 • Outbrain Inc. • Services-computer programming, data processing, etc. • New York
INDENTURE, dated as of July 27, 2021, between Outbrain Inc., a Delaware corporation, as issuer (the “Company”) and The Bank of New York Mellon, not in its individual capacity but solely as trustee (the “Trustee”).
ContractOutbrain Inc. • March 18th, 2022 • 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 THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
OUTBRAIN INC. EXECUTIVE AGREEMENTSeverance Agreement and General Release • August 5th, 2022 • Outbrain Inc. • Services-computer programming, data processing, etc. • New York
THIS EXECUTIVE AGREEMENT (this “Agreement”) is made and entered into as of the date signed below, by and between Outbrain Inc. (the “Company”), and Jason Benjamin Kiviat (the “Executive”). The Company and the Executive are sometimes hereinafter referred to individually as a “Party” and together as “Parties.”
Outbrain Inc. 8,000,000 Shares Common Stock ($0.001 par value) Underwriting AgreementUnderwriting Agreement • July 20th, 2021 • Outbrain Inc. • Services-computer programming, data processing, etc. • New York
This letter (this “Letter Agreement”) is being delivered to you in connection with the proposed underwriting agreement (the “Underwriting Agreement”), between Outbrain Inc., a Delaware corporation (the “Company”), and you as the representative of a group of underwriters (the “Underwriters”) named therein, relating to an underwritten public offering of Common Stock, $0.001 par value (the “Common Stock”), of the Company (the “Offering”).
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 8th, 2023 • Outbrain Inc. • Services-computer programming, data processing, etc. • New York
upon each receipt of such Borrowing Base Statement; provided however, notwithstanding the foregoing, if the Borrowing Base Statement required by Section 5.3(a) is not delivered by the respective date required thereunder, the LIBOR Rate Margin shall be 2.00% until such Borrowing Base Statement is delivered.“Payment Date” is, (a) as to any Prime Rate Advance, the last calendar day of each calendar month to occur while such Advance is outstanding and the Revolving Line Maturity Date, (b) as to any SOFR Advance having an Interest Period of three (3) months or less, the last Business Day of such Interest Period and the final maturity date of such Advance, (c) as to any SOFR Advance having an Interest Period longer than three (3) months, each Business Day that is three (3) months after the first day of such Interest Period, the last Business Day of such Interest Period and the final maturity date of such Advance, and (d) as to any Advance, the date of any repayment or prepayment made in resp
ContractOutbrain Inc. • June 29th, 2021 • 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 THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
SENIOR SUBORDINATED SECURED NOTE PURCHASE AGREEMENT dated as of July 1, 2021 among OUTBRAIN INC., as Issuer CERTAIN SUBSIDIARIES OF ISSUER as Guarantors, VARIOUS INVESTORS FROM TIME TO TIME PARTY HERETO, AND THE BANK OF NEW YORK MELLON, as Collateral...Loan and Security Agreement • July 6th, 2021 • Outbrain Inc. • Services-computer programming, data processing, etc. • New York
This SENIOR SUBORDINATED SECURED NOTE PURCHASE AGREEMENT, dated as of July 1, 2021, is entered into by and among OUTBRAIN INC., a Delaware corporation (“Company”, or “Issuer”), certain Subsidiaries of Company from time to time, as Guarantors, the Investors from time to time party hereto and The Bank of New York Mellon, as collateral agent for the Investors (in such capacity, together with its successors and assigns, “Collateral Agent”).
SUBLEASE AGREEMENTSublease Agreement • July 20th, 2021 • Outbrain Inc. • Services-computer programming, data processing, etc. • New York
This SUBLEASE AGREEMENT (this “Agreement”) is entered into as of July 14, 2021 (the “Effective Date”), by and between DINEINFRESH, INC., d/b/a PLATED, a Delaware corporation (“Plated”), and OUTBRAIN, INC., a Delaware corporation (“Subtenant”). Plated and Subtenant are sometimes referred to herein individually as a “party” and, collectively, as the “parties.”
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 20th, 2021 • Outbrain Inc. • Services-computer programming, data processing, etc. • New York
Amended and Restated Employment Agreement (the “Agreement”), effective as of July 19, 2021 (the “Commencement Date”), by and between Outbrain Inc., a Delaware corporation (the “Company”), and Elise Garofalo, a natural person and resident of the State of Connecticut (“Employee”).
FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 29th, 2021 • Outbrain Inc. • Services-computer programming, data processing, etc.
This Fourth Amendment to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into this 6th day of October, 2016, by and between SILICON VALLEY BANK (“Bank”) and OUTBRAIN INC., a Delaware corporation (“Borrower”) whose address is 39 West 13th Street, 3rd Floor, New York, New York 10011.
SIXTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 29th, 2021 • Outbrain Inc. • Services-computer programming, data processing, etc.
This Sixth Amendment to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into this 27th day of March, 2020, by and between SILICON VALLEY BANK (“Bank”) and OUTBRAIN INC., a Delaware corporation (“Borrower”) whose address is 39 West 13th Street, 3rd Floor, New York, New York 10011.
SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 29th, 2021 • Outbrain Inc. • Services-computer programming, data processing, etc.
This Second Amendment to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into this 27th day of January, 2016, by and between SILICON VALLEY BANK (“Bank”) and OUTBRAIN INC., a Delaware corporation (“Borrower”) whose address is 39 West 13th Street, 3rd Floor, New York, New York 10011.
Addendum C to Lease Agreement dated January 17, 2017 Made and entered into in Netanya on June 30, 2022 BetweenC to Lease Agreement • August 12th, 2022 • Outbrain Inc. • Services-computer programming, data processing, etc.
Whereas on January 17, 2017 a lease agreement was entered into between the Lessor and the Lessee whereby the Lessee leased from the Lessor areas in building known as A in 6 Arye Regev Street, Netanya (hereinafter respectively: the "Premises" and the "Building") constituting part of a project referred to as "Ycenter" (hereinafter: the "Project"); and thereafter a renovation agreement and consent letters were entered into between the parties concerning the maintenance of the Premises; and in March 2020 Addendum A to the Agreement was entered into whereby changes were made in the terms of the lease; the area of the Premises was expanded and leasehold periods were defined (including additional option periods); and on May 11, 2020 Addendum B to the Agreement was entered into whereby certain reliefs were granted to the Lessee during the Corona period (hereinafter the Agreement, the additional consent letters and the agreed changes: the "Lease Agreement" or the "Agreement"); and
NOTE REPURCHASE AGREEMENTNote Repurchase Agreement • May 9th, 2023 • Outbrain Inc. • Services-computer programming, data processing, etc. • New York
This Note Repurchase Agreement (this “Agreement”) is made as of April 13, 2023 by and between Outbrain Inc. (“Outbrain” or “Buyer”) and Baupost Group Securities, L.L.C. (“Seller”). Buyer and Seller are collectively referred to herein as the “Parties” and each individually, a “Party.”
Warrant to Purchase up to an Aggregate of 37,713 Shares of Common Stock (subject to adjustment) of OUTBRAIN, INC. at a per share price as detailed below Void After the expiration of the Option Period (defined below)Outbrain Inc. • June 29th, 2021 • Services-computer programming, data processing, etc.
This is to certify that Ouriel Ohyaon (“Holder”) is entitled to purchase, subject to the provisions of this Warrant, from OUTBRAIN, INC., a company incorporated under the laws of the State of Delaware (the “Company”), during the period (the “Option Period”) from the date hereof until the earlier of (i) immediately prior to the closing of the initial public offering of the Company’s shares (“IPO”), or (ii) immediately prior to the closing of any transaction for the sale of substantially all of the assets or the shares of the Company, an aggregate of up to 37,713 (subject to adjustment as provided in Section 3 below)-fully paid and non-assessable shares of Common Stock, U.S.$ 0.001 par value per share (the “Warrant Shares”), of the Company at a price of U.S.$0.2186 per share (the “Exercise Price”), all subject to the terms and conditions set forth below.
OUTBRAIN INC. 2007 OMNIBUS SECURITIES AND INCENTIVE PLAN AMENDED AND RESTATED JANUARY 21, 2009Outbrain Inc. • June 29th, 2021 • Services-computer programming, data processing, etc. • Delaware
The purpose of this Outbrain Inc. 2007 Omnibus Securities and Incentive Plan (the “Plan”) is to benefit the stockholders of Outbrain Inc., a Delaware corporation (the “Company”), by assisting the Company to attract, retain and provide incentives to key management employees and nonemployee directors of, and non-employee consultants to, the Company and its Affiliates, and to align the interests of such employees, nonemployee directors and nonemployee consultants with those of the Company’s stockholders. Accordingly, the Plan provides for the granting of Distribution Equivalent Rights, Incentive Stock Options, Non-Qualified Stock Options, Performance Share Awards, Restricted Stock Awards, Stock Appreciation Rights, Tandem Stock Appreciation Rights, Unrestricted Stock Awards or any combination of the foregoing, as may be best suited to the circumstances of the particular Employee, Director or Consultant as provided herein.
Warrant to Purchase up to an Aggregate of 100,000 Shares of Common Stock (subject to adjustment) of OUTBRAIN, INC. at a per share price as detailed below Void After the expiration of the Option Period (defined below)Outbrain Inc. • June 29th, 2021 • Services-computer programming, data processing, etc. • Delaware
This is to certify that American Friends of Tmura (“Holder”) is entitled to purchase, subject to the provision of this Warrant, from Outbrain, Inc. a company incorporated under the laws of the State of Delaware (the “Company”), during the period (the ‘‘Option Period”) from the date hereof and until the earlier of (i) immediately prior to the closing of the initial public offering of the Company’s shares (“IPO”), (ii) a Deemed Liquidation, as such term is defined in the Company’s Amended and Restated Certificate of Incorporation of the Company, or (iii) on the tenth anniversary of the date hereof, an aggregate of up to 100,000 (subject to adjustment as provided in Section 3 below) fully paid and non-assessable shares of Common Stock, US$ 0.001 par value per share (the “Warrant Shares”), of the Company at a price of US$0,576 per share (the “Exercise Price”), all subject to the terms and conditions set forth below.
SEVENTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 29th, 2021 • Outbrain Inc. • Services-computer programming, data processing, etc.
This Seventh Amendment to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into this 21st day of June, 2021, by and between SILICON VALLEY BANK (“Bank ”) and OUTBRAIN INC., a Delaware corporation (“Borrower”) whose address is 39 West 13th Street, 3rd Floor, New York, New York 10011.
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • June 29th, 2021 • Outbrain Inc. • Services-computer programming, data processing, etc. • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) made as of the 1st day of April, 2019 (the “Effective Date”), by and among Outbrain Inc. a Delaware corporation (the “Company”), Yaron Galai and Ori Lahav (each a “Founder” and together, the “Founders”), the individuals and entities identified in Schedule 1 attached hereto (collectively, the “Preferred G Holders”), the individuals and entities identified in Schedule 2 attached hereto (collectively, the “Preferred F Holders”), the individuals and entities identified in Schedule 3 attached hereto (collectively, the “Preferred D Holders”), the individuals and entities identified in Schedule 4 attached hereto (collectively, the “Preferred C Holders”), the individuals and entities identified in Schedule 5 attached hereto (collectively, the “Preferred B Holders”), the individuals and entities identified in Schedule 6 attached hereto (collectively, the “Preferred A Holders”) and the individuals and entities identified in
AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • June 29th, 2021 • Outbrain Inc. • Services-computer programming, data processing, etc. • Delaware
THIS AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this “Agreement”) is made and entered into as of December 24th, 2020 (the “Effective Date”) by and among Outbrain Inc. a Delaware corporation (the “Company”); Yaron Galai and Ori Lahav (each a “Founder” and together, the “Founders”); the holders of shares of Common Stock and Series E Preferred Stock of the Company listed on Schedule 1 attached hereto (together with the Founders, each a “Common Stockholder” and collectively, the “Common Stockholders”); the holders of shares of the Series A Preferred Stock of the Company listed on Schedule 2 attached hereto (each a “Preferred A Stockholder” and together, the “Preferred A Stockholders”), the holders of shares of the Series B Preferred Stock of the Company listed on Schedule 3 attached hereto (each a “Preferred B Stockholder” and together, the “Preferred B Stockholders”), the holders of shares of the Series C Preferred Stock of the Company listed on Schedule 4 attached hereto (each a “Pref
FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 29th, 2021 • Outbrain Inc. • Services-computer programming, data processing, etc.
This Fifth Amendment to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into this 2nd day of November, 2018, by and between SILICON VALLEY BANK (“Bank”) and OUTBRAIN INC., a Delaware corporation (“Borrower”) whose address is 39 West 13th Street, 3rd Floor, New York, New York 10011.
THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 29th, 2021 • Outbrain Inc. • Services-computer programming, data processing, etc.
This Third Amendment to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into this 25th day of August, 2016, by and between SILICON VALLEY BANK (“Bank”) and OUTBRAIN INC., a Delaware corporation (“Borrower”) whose address is 39 West 13th Street, 3rd Floor, New York, New York 10011.
Unprotected Lease AgreementUnprotected Lease Agreement • June 29th, 2021 • Outbrain Inc. • Services-computer programming, data processing, etc.
WHEREAS, the Lessor agrees to lease the Leased Premises, as defined below, to the Lessee under an unprotected lease, all for such purpose and on such as terms set forth herein; and
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 29th, 2021 • Outbrain Inc. • Services-computer programming, data processing, etc.
This First Amendment to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into this 20th day of November, 2014, by and between SILICON VALLEY BANK (“Bank”) and OUTBRAIN INC., a Delaware corporation (“Borrower”) whose address is 39 West Thirteenth Street, Third Floor, New York City, New York 10011.
