Magnite, Inc. Sample Contracts

March 20th, 2014 · Common Contracts · 593 similar
Rubicon Project, Inc.INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 20 (the “Effective Date”) between The Rubicon Project, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

March 19th, 2021 · Common Contracts · 416 similar
Magnite, Inc.To: Magnite, Inc.

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [______________] (“Dealer”) and Magnite, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

January 16th, 2014 · Common Contracts · 192 similar
Rubicon Project, Inc.LOAN AND SECURITY AGREEMENT

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of September 27, 2011 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and THE RUBICON PROJECT, INC., a Delaware corporation, SITESCOUT CORPORATION, a Washington corporation, FOX AUDIENCE NETWORK, INC., a Delaware corporation and STRATEGIC DATA CORP., a Delaware corporation (jointly and severally, the “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

November 9th, 2020 · Common Contracts · 111 similar
Magnite, Inc.SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of September 25, 2020 (the “Effective Date”), between SILICON VALLEY BANK, a California corporation (“Bank”), and MAGNITE, INC. (f/k/a The Rubicon Project, Inc.), a Delaware corporation (“Magnite”), MAGNITE Hopper, Inc. (f/k/a Rubicon Project Hopper, Inc.), a Delaware corporation (“Hopper”), MAGNITE BELL, INC. (f/k/a Rubicon Project Bell, Inc.), a Delaware corporation (“Bell”), and MAGNITE CTV, INC., a Delaware corporation (“CTV”, and together with Magnite, Hopper, and Bell individually and collectively, “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

March 19th, 2021 · Common Contracts · 58 similar
Magnite, Inc.MAGNITE, INC., the GUARANTORS from time to time party hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of March 18, 2021 0.25% Convertible Senior Notes due 2026

INDENTURE, dated as of March 18, 2021, between Magnite, Inc., a Delaware corporation, as issuer (the “Company”), the Guarantors from time to time party hereto and The Bank of New York Mellon Trust Company, N.A., not in its individual capacity but solely as trustee (the “Trustee”).

May 10th, 2021 · Common Contracts · 26 similar
Magnite, Inc.CREDIT AGREEMENT, dated as of April 30, 2021 among MAGNITE, INC. as the Borrower, THE LENDERS PARTY HERETO, GOLDMAN SACHS BANK USA, as Administrative Agent and Collateral Agent, GOLDMAN SACHS BANK USA, FIFTH THIRD BANK, NATIONAL ASSOCIATION, SILICON ...

CREDIT AGREEMENT, dated as of April 30, 2021 (as amended, supplemented, restated, amended and restated, or otherwise modified from time to time, this “Agreement”), by and among Magnite, Inc., a Delaware corporation (the “Borrower”), Goldman Sachs Bank USA, as administrative agent (in such capacity, the “Administrative Agent”), Collateral Agent and Swingline Lender, and each Issuing Bank and Lender (each as defined below) party hereto from time to time.

March 6th, 2015 · Common Contracts · 8 similar
Rubicon Project, Inc.THE RUBICON PROJECT, INC.

This Restricted Stock Agreement consisting of the Notice of Grant immediately below (the “Notice of Grant”) and the accompanying Restricted Stock Agreement (the “Restricted Stock Agreement” and together with the Notice of Grant, the “Agreement”) is made between The Rubicon Project, Inc. (the “Company”) and the undersigned individual (the “Participant”) as of the Issuance Date set forth in the Notice of Grant below. Unless otherwise defined herein, the terms defined in the 2007 Stock Incentive Plan, as amended (the “Plan”) shall have the same defined meanings in this Agreement.

December 19th, 2014 · Common Contracts · 7 similar
Rubicon Project, Inc.Contract

THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.

March 20th, 2014 · Common Contracts · 6 similar
Rubicon Project, Inc.THE RUBICON PROJECT, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

This Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made as of March 18, 2014 by and among The Rubicon Project, Inc. a Delaware corporation (the “Company”) and the investors listed on Exhibit A hereto, each of which is herein referred to as an “Investor.”

December 23rd, 2019 · Common Contracts · 5 similar
Rubicon Project, Inc.VOTING AGREEMENT

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 19, 2019 by and between Telaria, Inc., a Delaware corporation (“Telaria”), and the undersigned stockholder (the “Stockholder”) of The Rubicon Project, Inc., a Delaware corporation (“Rubicon Project”). Capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (as defined below).

February 27th, 2020 · Common Contracts · 3 similar
Rubicon Project, Inc.EXECUTIVE SEVERANCE AND VESTING ACCELERATION AGREEMENT

THIS EXECUTIVE SEVERANCE AND VESTING ACCELERATION AGREEMENT (this “Agreement”), dated as of [_______], is entered into by and between The Rubicon Project, Inc. (the “Company”), and [_______] (“Executive”).

March 6th, 2015 · Common Contracts · 3 similar
Rubicon Project, Inc.THE RUBICON PROJECT, INC.

This Performance Restricted Stock Agreement consisting of the Notice of Grant immediately below (the “Notice of Grant”) and the accompanying Performance Restricted Stock Agreement (the “Restricted Stock Agreement” and together with the Notice of Grant, the “Agreement”) is made between The Rubicon Project, Inc. (the “Company”) and the undersigned individual (the “Participant”) as of the Issuance Date set forth in the Notice of Grant below. Unless otherwise defined herein, the terms defined in the Company’s 2014 Equity Incentive Plan, as amended (the “Plan”) shall have the same defined meanings in this Agreement.

July 17th, 2017 · Common Contracts · 2 similar
Rubicon Project, Inc.AGREEMENT AND PLAN OF MERGER among THE RUBICON PROJECT, INC., CAVIAR ACQUISITION CORP., NTOGGLE, INC., SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS THE HOLDER REPRESENTATIVE, and THE PERSONS DELIVERING JOINDER AGREEMENTS HEREWITH Dated as of July 11, 2017.

THIS AGREEMENT AND PLAN OF MERGER, dated as of July 11, 2017 (this “Agreement”), is by and among THE RUBICON PROJECT, INC., a Delaware corporation (“Parent”), CAVIAR ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), nToggle, Inc., a Delaware corporation (the “Company”), SHAREHOLDER REPRESENTATIVE SERVICES LLC, a Colorado limited liability company, solely in its capacity as the initial Holder Representative hereunder, and the Persons delivering Joinder Agreements herewith.

December 23rd, 2019 · Common Contracts · 2 similar
Rubicon Project, Inc.AGREEMENT AND PLAN OF MERGER by and among THE RUBICON PROJECT, INC., MADISON MERGER CORP., and TELARIA, INC. Dated as of December 19, 2019

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 19, 2019, by and among The Rubicon Project, Inc., a Delaware corporation (“Rubicon Project”), Madison Merger Corp., a Delaware corporation and direct wholly owned Subsidiary of Rubicon Project (“Merger Sub”), and Telaria, Inc., a Delaware corporation (“Telaria”).

August 5th, 2015 · Common Contracts · 2 similar
Rubicon Project, Inc.STOCK PLEDGE AGREEMENT

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”).

February 25th, 2021 · Common Contracts · 2 similar
Magnite, Inc.OFFICE LEASE

This Office Lease (this “Lease”), dated November 20, 2020, by and between BRE HH PROPERTY OWNER LLC, a Delaware limited liability company (“Landlord”), and MAGNITE, INC., a Delaware corporation (“Tenant”). The following exhibits are incorporated herein and made a part hereof: Exhibit A (Outline of Premises); Exhibit B (Expenses and Taxes); Exhibit C (Work Letter); Exhibit C-1 (Pricing Plan); Exhibit D (Form of Confirmation Letter); Exhibit E (Rules and Regulations); Exhibit F (Additional Provisions); Exhibit F-1 (Form of Pet Agreement); Exhibit G (Judicial Reference); Exhibit H (Form of Letter of Credit); and Exhibit I (Janitorial Cleaning Specifications).

May 10th, 2021
Magnite, Inc.AMENDMENT TO STOCK PURCHASE AGREEMENT

This AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”), is entered into as of April 30, 2021, by and among Magnite, Inc., a Delaware corporation (“Buyer”), RTL US Holding, Inc., a Delaware corporation (“Seller”), and RTL Group S.A., a Société Anonyme (together with Buyer, and Seller, the “Parties”).

February 5th, 2021
Magnite, Inc.STOCK PURCHASE AGREEMENT dated as of February 4, 2021 between MAGNITE, INC., RTL US HOLDING, INC., and RTL GROUP S.A., (Solely with respect to Article 6) relating to the purchase and sale of 100% of the Common Stock of SPOTX, INC.

AGREEMENT (this “Agreement”) dated as of February 4, 2021 between Magnite, Inc., a Delaware corporation (“Buyer”), RTL US Holding, Inc., a Delaware corporation (“Seller”), and, solely for purposes of Article 6, RTL Group S.A., a Société Anonyme (“RTL”).

August 5th, 2015
Rubicon Project, Inc.FIRST AMENDMENT TO

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”).

May 10th, 2021
Magnite, Inc.REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is made as of April 30, 2021, by and among Magnite, Inc., a Delaware corporation (the “Company”), and each of the Persons set forth on Schedule 1 (collectively, together with their Permitted Assignees (defined below), the “Holders”, and each a “Holder”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Purchase Agreement (defined below).

January 16th, 2014
Rubicon Project, Inc.FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT

This Fifth Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of September 30, 2013, by and between Silicon Valley Bank (“Bank”) and The Rubicon Project, Inc., a Delaware corporation, Sitescout Corporation, a Washington corporation, Rubicon-FAN, Inc., a Delaware corporation, Strategic Data Corp., a Delaware corporation, and Mobsmith, Inc., a Delaware corporation (individually and collectively, jointly and severally, “Borrower”) whose address is 12181 Bluff Creek Drive, Playa Vista, CA 90094.

February 4th, 2014
Rubicon Project, Inc.EXECUTIVE EMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), made effective as of May 4, 2007 (the “Effective Date”), is entered into by and between ADMONITOR, INC. (the “Company”), and FRANK ADDANTE (“Executive”). In consideration of the mutual covenants and agreements hereinafter set forth, the parties agree as follows:

August 10th, 2020
Magnite, Inc.April 1, 2020

The Rubicon Project, Inc. (“Rubicon”) is pleased to offer you continued employment on the terms set forth herein, subject to the closing of the transactions contemplated by that certain Agreement and Plan of Merger between Rubicon, Telaria, Inc. (“Telaria”) and certain other parties thereto (the “Merger Agreement”), as a result of which, Telaria will become a wholly-owned subsidiary of Rubicon (the “Merger”).

March 31st, 2015
Rubicon Project, Inc.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 ...

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

August 10th, 2020
Magnite, Inc.EXECUTIVE SEVERANCE AND VESTING ACCELERATION AGREEMENT

THIS EXECUTIVE SEVERANCE AND VESTING ACCELERATION AGREEMENT (this “Agreement”), dated as of April 1, 2020, is entered into by and between The Rubicon Project, Inc. (the “Company”) and Aaron Saltz (“Executive”).

November 17th, 2014
Rubicon Project, Inc.AGREEMENT AND PLAN OF MERGER among THE RUBICON PROJECT, INC, PLUTO 2014 ACQUISITION CORP., ISOCKET, INC., SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS THE HOLDER REPRESENTATIVE and THE PERSONS DELIVERING JOINDER AGREEMENTS HEREWITH

THIS AGREEMENT AND PLAN OF MERGER, dated as of November 13, 2014 (this “Agreement”), is by and among The Rubicon Project, Inc., a Delaware corporation (“Parent”), Pluto 2014 Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), iSocket, Inc., a Delaware corporation (the “Company”), Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the initial Holder Representative hereunder, and the Persons delivering Joinder Agreements herewith.

April 27th, 2015
Rubicon Project, Inc.AMENDMENT AGREEMENT

FORTIS ADVISORS LLC, a Delaware limited liability company, solely in its capacity as the initial Securityholder Representative

August 22nd, 2017
Rubicon Project, Inc.Agreement
February 4th, 2014
Rubicon Project, Inc.THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT

THIS THIRD AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 28th day of September 2012 by and between Silicon Valley Bank (“Bank”) and The Rubicon Project, Inc., a Delaware corporation (“Rubicon”), Sitescout Corporation, a Washington corporation, Rubicon-FAN, Inc., a Delaware corporation, Strategic Data Corp., a Delaware corporation and Mobsmith, Inc., a Delaware corporation (jointly and severally, the “Borrower”) whose address is 1925 S. Bundy Drive, Los Angeles, CA 90025.

February 4th, 2014
Rubicon Project, Inc.FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT

THIS FOURTH AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 8th day of February 2013 by and between Silicon Valley Bank (“Bank”) and The Rubicon Project, Inc., a Delaware corporation (“Rubicon”), Sitescout Corporation, a Washington corporation, Rubicon-FAN, Inc., a Delaware corporation, Strategic Data Corp., a Delaware corporation and Mobsmith, Inc., a Delaware corporation (jointly and severally, the “Borrower”) whose address is 1925 S. Bundy Drive, Los Angeles, CA 90025.

February 4th, 2014
Rubicon Project, Inc.STOCK PLEDGE AGREEMENT

This Stock Pledge Agreement (this “Agreement”) is entered into as of October 3, 2013 by and between SILICON VALLEY BANK (“Bank”) and THE RUBICON PROJECT, INC. (“Pledgor”).

November 8th, 2018
Rubicon Project, Inc.SECOND Amendment to STOCK PLEDGE agreement

This Second Amendment to Stock Pledge Agreement (this “Amendment”) is entered into as of September 26, 2018, by and between Silicon Valley Bank (“Bank”) and The Rubicon Project, Inc. (“Pledgor”).

March 4th, 2016
Rubicon Project, Inc.THE RUBICON PROJECT, INC. MARKET STOCK AWARD AGREEMENT

This Market Stock Award Agreement consisting of the Notice of Grant immediately below (the “Notice of Grant”) and the accompanying Market Stock Award Agreement (the “Market Stock Award Agreement” and together with the Notice of Grant, the “Agreement”) is made between The Rubicon Project, Inc. (the “Company”) and ________________ (“Participant”) as of the Issuance Date set forth in the Notice of Grant below.

August 5th, 2015
Rubicon Project, Inc.ADDITIONAL BORROWER JOINDER SUPPLEMENT

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”).

July 2nd, 2021
Magnite, Inc.Contract

INCREMENTAL ASSUMPTION AGREEMENT dated as of June 28, 2021 (this “Agreement”), relating to the CREDIT AGREEMENT dated as of April 30, 2021 (as amended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among MAGNITE, INC., a Delaware corporation (the “Borrower”), each Issuing Bank, the Swingline Lender, the other Lenders party thereto and GOLDMAN SACHS BANK USA, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders.