UNDERWRITING AGREEMENT between KUBIENT, INC., and MAXIM GROUP LLC and JOSEPH GUNNAR & CO. LLC as Co-Representatives of the Several Underwriters KUBIENT, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • December 28th, 2020 • Kubient, Inc. • Services-computer integrated systems design • New York
The undersigned, Kubient, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Kubient, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Maxim Group LLC and Joseph Gunnar & Co. LLC (hereinafter collectively referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT TO PURCHASE COMMON STOCK KUBIENT, INC.Kubient, Inc. • December 21st, 2020 • Services-computer integrated systems design
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2021 (the date that is 180 days following the Effective Date, the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to or at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from KUBIENT, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.00001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
WARRANT TO PURCHASE COMMON STOCK KUBIENT, INC.Kubient, Inc. • July 30th, 2020 • Services-computer integrated systems design
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2021 (the date that is 180 days following the Effective Date, the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to or at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from KUBIENT, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.00001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONKubient, Inc. • February 4th, 2022 • Services-computer integrated systems design
On November 30, 2021, Kubient, Inc. (the “Kubient” or the “Company”) entered into and consummated an Asset Purchase Agreement (the “Purchase Agreement”) between the Company and MediaCrossing Inc., a Delaware corporation (“MediaCrossing”), pursuant to which the Company acquired certain assets and liabilities that were critical to continue to operate the business of MediaCrossing for (i) $500,000 in cash and (ii) if the acquired business achieves certain milestones in 2022, up to 822,369 shares of the Company’s common stock, par value $0.00001 per share (the “Earnout Shares”) (the “Transaction”). In accordance with Accounting Standards Codification (“ASC”) 805, the Company determined that the Transaction should be accounted for as a business combination after determining that the acquired set of assets of MediaCrossing, the fair value of which was not concentrated in a single asset or group of similar assets and included (a) cash, (b) prepaid expenses and other current assets, (c) intang
WARRANT AGENT AGREEMENTWarrant Agent Agreement • August 12th, 2020 • Kubient, Inc. • Services-computer integrated systems design • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of August 14, 2020 (the “Issuance Date”) between Kubient, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and VStock Transfer, LLC, a California limited liability company (the “Warrant Agent”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • May 30th, 2023 • Kubient, Inc. • Services-computer integrated systems design • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of May 24, 2023, by and among Kubient, Inc., a Delaware corporation (“Parent”), ADM Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Adomni, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
KUBIENT, INC. EMPLOYMENT AGREEMENTEmployment Agreement • November 29th, 2021 • Kubient, Inc. • Services-computer integrated systems design • New York
This Employment Agreement (the “Agreement”) is made and entered into by and between Mitchell Berg (the “Executive”) and Kubient, Inc. (the “Company”) (each, a “Party” and collectively, the “Parties”), dated as of November 24, 2021 and effective as of the Effective Date (as defined below).
COMPANY VOTING AGREEMENTCompany Voting Agreement • May 30th, 2023 • Kubient, Inc. • Services-computer integrated systems design • Delaware
This COMPANY VOTING AGREEMENT (this “Agreement”), is made as of May 24, 2023, by and among Kubient, Inc., a Delaware corporation (“Parent”), and the Person set forth on the signature page hereto (“Stockholder”).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • May 30th, 2023 • Kubient, Inc. • Services-computer integrated systems design • Delaware
This Stock Pledge Agreement (this “Agreement”), made and entered into as of May 24, 2023, is by and among each of Jonathan Gudai and Jonathan Fine (each, a “Pledgor” and, collectively, the “Pledgors”) in favor of Kubient, Inc., a Delaware corporation (“Pledgee”).
Lock-Up AgreementMerger Agreement • May 30th, 2023 • Kubient, Inc. • Services-computer integrated systems design
The undersigned (the “Stockholder”) understands that: (i) KUBIENT INC., a Delaware corporation (“Parent”), has entered into an Agreement and Plan of Merger and Reorganization, dated as of May 24, 2023 (the “Merger Agreement”), with ADOMNI, INC., a Delaware corporation (the “Company”) and ADM MERGER SUB, INC., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”), the separate corporate existence of Merger Sub will cease and the Company will continue as the surviving corporation; and (ii) in connection with the Merger, stockholders of the Company will receive shares of Parent Common Stock. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASEConfidential Separation Agreement and General Release • March 30th, 2021 • Kubient, Inc. • Services-computer integrated systems design
THIS CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE (“Agreement”) is made and entered into by and between Chris Andrews (“Employee”) and Kubient, Inc. (“Company”) with respect to Employee’s separation of employment with the Company.
MASTER SERVICES AGREEMENTMaster Services Agreement • July 2nd, 2020 • Kubient, Inc. • Services-computer integrated systems design • New York
This Master Services Agreement (the "Agreement"), dated as of the 5th day of February, 2020 (the "Effective Date"), is by and between Kubient Inc., with offices located at 330 7th Avenue, 10th Floor, New York, NY 10001 ("Kubient") and The Associated Press, a New York not-for-profit corporation with principal place of business located at 200 Liberty Street, New York, NY 10281 (the "Customer"). Each of Customer and Kubient may be referred to herein individually as a "Party" and collectively as the "Parties".
SEPARATION AND CONSULTING AGREEMENTSeparation and Consulting Agreement • November 6th, 2020 • Kubient, Inc. • Services-computer integrated systems design • New York
This SEPARATION AND CONSULTING AGREEMENT (the “Agreement”) is entered into on October 31, 2020, by and between Kubient, Inc., a Delaware corporation with its principal business location in New York, ("Kubient") and Peter Bordes, a resident of New York (“Bordes”).
SUBLEASE TERMINATION AGREEMENTSublease Termination Agreement • July 2nd, 2020 • Kubient, Inc. • Services-computer integrated systems design • New York
THIS SUBLEASE TERMINATION AGREEMENT (this “Agreement”) is made and entered into as of the date of the last party to execute this Agreement, by and between OneQube, Inc., a Delaware corporation (“Sublessor”) and Kubient, Inc., a Delaware corporation (“Sublessee”), under the following circumstances:
KUBIENT, INC. EMPLOYMENT AGREEMENTEmployment Agreement • July 2nd, 2020 • Kubient, Inc. • Services-computer integrated systems design • New York
This Employment Agreement (the "Agreement") is made and entered into by and between Josh Weiss ("Executive") and Kubient, Inc. (the "Company") (together referred to herein as the "Parties"), dated as of December 23, 2019 and effective as of the Effective Date (as defined below).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 3rd, 2021 • Kubient, Inc. • Services-computer integrated systems design • Delaware
This Asset Purchase Agreement (this “Agreement”), dated effective as of November 30, 2021 (“Effective Date”), is entered into by and among MediaCrossing Inc., a Delaware corporation (“Seller”), and Kubient, Inc., a Delaware corporation (“Buyer”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • October 6th, 2023 • Kubient, Inc. • Services-computer integrated systems design • New York
This Separation Agreement and General Release (this “Agreement”) is entered into between Kubient, Inc., together with its existing and future direct and indirect subsidiaries and controlled affiliates (the “Company”), and Leon Zemel (“Employee”) (each individually, a “Party,” and collectively, the “Parties”). The Parties hereby agree as follows:
Kubient,Inc. Amendment to Employment AgreementEmployment Agreement • November 26th, 2019 • Kubient, Inc. • Services-computer integrated systems design
This Amendment to the employment agreement between Paul Roberts (“Executive”) and Kubient, Inc. (the “Company”) (together referred to herein as the “Parties”) is entered into effective October 2, 2019.
EMPLOYMENT AGREEMENTEmployment Agreement • October 17th, 2023 • Kubient, Inc. • Services-computer integrated systems design • New York
This Employment Agreement (the “Agreement”) is made and entered into by and between Elisabeth DeMarse (“Executive”) and Kubient, Inc. (the “Company”) (together referred to herein as the “Parties” and each a “Party”), effective as of October 16, 2023 (the “Effective Date”).
Master Services AgreementMaster Services Agreement • July 2nd, 2020 • Kubient, Inc. • Services-computer integrated systems design • New York
This Master Services Agreement (the “Agreement”), dated as of June 1, 2018 (the “Effective Date”), is by and between Kubient, Inc., a Delaware corporation, with executive offices located at 111 West 28th Street, New York, NY 10001 (the “Service Provider”) and Sphere Digital, a Delaware corporation, with executive offices located at 100 Wilshire Blvd., Suite 825, Santa Monica, CA 90401 (the “Customer”).
LICENSE AGREEMENTLicense Agreement • November 26th, 2019 • Kubient, Inc. • Services-computer integrated systems design • New York
THIS LICENSE AGREEMENT (the “Agreement”) as of June 1, 2018 (the “Effective Date”) made by and between OneQube, Inc. having its principal office at 330 7th Avenue 10th Fl., New York, NY 10001 (“LICENSOR”), and Kubient, having their principal places of business at 44 West 28th Street New York, New York 10003 (collectively, the “LICENSEE”).
LICENSE AGREEMENTLicense Agreement • July 2nd, 2020 • Kubient, Inc. • Services-computer integrated systems design • New York
This LICENSE AGREEMENT (the “Agreement”) is made as of the 1st day of June, 2018 (the “Effective Date”) by and between Kubient, Inc. (“Kubient”), a Delaware corporation having its executive offices located at 111 West 28th Street, New York, NY 10001 and Sphere Digital, a Delaware corporation (“Sphere”) having its executive offices located at 100 Wilshire Blvd., Suite 825, Santa Monica, CA 90401.
Consulting AgreementConsulting Agreement • November 26th, 2019 • Kubient, Inc. • Services-computer integrated systems design
THIS CONSULTING AGREEMENT (the “Agreement”), effective as of June 8, 2019 is entered into by and between Kubient, Inc., a Delaware corporation (“Company”), Philip Anderson, (“Consultant”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • December 5th, 2023 • Kubient, Inc. • Services-computer integrated systems design • New York
This Separation Agreement and General Release (this “Agreement”) is entered into between Kubient, Inc., together with its existing and future direct and indirect subsidiaries and controlled affiliates (the “Company”), and Paul Roberts (“Employee”) (each individually, a “Party,” and collectively, the “Parties”). The Parties hereby agree as follows:
KUBIENT, INC. EMPLOYMENT AGREEMENTEmployment Agreement • August 16th, 2021 • Kubient, Inc. • Services-computer integrated systems design • New York
This Employment Agreement (the “Agreement”) is made and entered into by and between Leon Zemel (“Executive”) and Kubient, Inc. (the “Company”) (together referred to herein as the “Parties”), dated as of April 9, 2021, and effective as of the Effective Date (as defined below).
