TUBE Tubemogul, Inc.

Item 1.01. Entry into a Material Definitive Agreement.

Merger Agreement

On November 10, 2016, TubeMogul, Inc., a Delaware corporation (the “ Company ” or “ TubeMogul ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Adobe Systems Incorporated, a Delaware corporation (“ Parent ”), and Tiger Acquisition Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“ Merger Sub ”). The Merger Agreement was approved by all members of the Company’s Board of Directors (the “ Board ”) on November 8, 2016.

Pursuant to the Merger Agreement, and upon the terms and subject to the conditions described therein, Parent will cause Merger Sub to commence a tender offer (the “ Offer ”) to acquire all of the Company’s outstanding shares of common stock, par value $0.001 per share (the “ Shares ”), at a purchase price of $14.00 per Share, net to the seller in cash, without interest, subject to any required withholding of taxes (the “ Offer Price ”). The Offer is not subject to any financing condition.

The Offer will initially remain open for 20 business days from the date of commencement of the Offer. If at the scheduled expiration time of the Offer any of the conditions to the Offer have not been satisfied or waived, Merger Sub may, and if requested by the Company, will, extend and re-extend the expiration time of the Offer (the “ Expiration Time ”) to permit the satisfaction of all Offer conditions, subject to certain specified circumstances in the Merger Agreement. In no event is Merger Sub required to extend the Offer beyond May 8, 2017.

The obligation of Merger Sub to purchase Shares tendered in the Offer is subject to customary closing conditions, including among others: (i) that, at the then effective Expiration Date, the number of Shares validly tendered and not withdrawn in accordance with the terms of the Offer (without regard to Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee) represents at least a majority of the issued and outstanding Shares (assuming the exercise of all outstanding stock options and the issuance of all Shares that the Company is obligated to issue thereon), (ii) the expiration or termination of any waiting period (and extensions thereof) applicable to the purchase of Shares pursuant to the Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) the absence of any judgment issued by a court of competent jursidiction or by a governmental authority, or any law or other legal restraint or prohibition that would make the Offer or the Merger (as defined below) illegal or otherwise prevent the consummation of the Offer or the Merger (as defined below), (iv) there not having been a material adverse effect on the Company following the date of the Merger Agreement that is continuing or any event that would reasonably be expected to have such a material adverse effect, (v) the accuracy of the representations and warranties of the Company contained in the Merger Agreement, subject to customary exceptions, (vi) the Company’s material compliance with its covenants contained in the Merger Agreement and (vii) other customary conditions.

Following the consummation of the Offer, subject to the satisfaction or waiver of certain customary conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “ Merger ”), pursuant to the procedure provided for under Section 251(h) of the General Corporation Law of the State of Delaware (the “ DGCL ”), without a meeting or vote of the Company’s stockholders. The Merger will be effected as soon as practicable following the acceptance for payment by Merger Sub of the Shares validly tendered and not properly withdrawn pursuant to the Offer (the “ Offer Acceptance Time ”).

At the effective time of the Merger (the “ Effective Time ”), each Share issued and outstanding immediately prior to the Effective Time (other than Shares owned by the Company as treasury stock and Shares owned by Merger Sub, Parent or any wholly owned subsidiary of Parent or the Company immediately prior to the Effective Time, and Shares owned by a holder who has properly demanded appraisal for such Shares under Section 262 of the DGCL) will automatically be converted into the right to receive the Offer Price (the “ Merger Consideration ”). In addition, at the Effective Time, as a result of the Merger (i) all options to purchase the Company’s common stock that are outstanding, unexercised and vested (or required to vest as a result of the Merger) and held by employees of the Company and all options held by non-employees, whether vested or unvested, will terminate and be cancelled and automatically converted into the right to receive, in exchange for the cancellation of such options, a net amount in

cash equal to (A) the product of (1) the aggregate number of Shares subject to such option multiplied by (2) the excess, if any, of the Merger Consideration over the applicable exercise price per Share otherwise issuable upon exercise of such option, less (B) any applicable withholdings for taxes, (ii) all of the Company’s outstanding restricted stock units that are held by employees of the Company and vested (or required to vest as a result of the Merger) and unsettled at the Effective Time, and all RSUs held by non-employees, whether vested or unvested, will terminate and be cancelled and automatically converted into the right to receive an amount equal to the product of (x) the total number of Shares issuable in settlement of the RSU immediately prior to the Effective Time (taking into account any acceleration of vesting), multiplied by (y) the Merger Consideration, less any applicable withholding for taxes, (iii) (xx) each Option that is outstanding, unexercised, has an exercise price per share that is less than the Merger Consideration and is not vested (or required to vest as a result of the Merger) (an “ Unvested In-the-Money Option ”) and is held by a current employee of the Company as of immediately prior to the Effective Time and (yy) each RSU that is outstanding and is not vested (or required to vest as a result of the Merger) and is held by a current employee of the Company as of immediately prior to the Effective Time (each, an “ Unvested RSU ”), shall, in the case of each of clauses “(xx)” and “(yy),” be assumed or replaced and become (A) in the case of each such Unvested In-the-Money Option, a stock option to purchase shares of the Common Stock, par value $0.0001 per share, of Parent (“ Parent Common Stock ”) and (B) in the case of each Unvested RSU, a restricted stock unit in respect of shares of Parent Common Stock. Notwithstanding the foregoing, if the exercise price per Share of any option equals or exceeds the Merger Consideration, effective as of the Effective Time, such option shall automatically be cancelled, without any consideration being payable in respect thereof, and have no further force or effect.

The Merger Agreement contains representations and warranties and covenants of the parties customary for a transaction of this nature, including an agreement that, subject to certain exceptions, the parties will use reasonable best efforts to cause the Offer and the Merger to be consummated. Until the earlier of the termination of the Merger Agreement and the Effective Time, the Company has agreed to operate its business in the ordinary course of business in all material respects and has agreed to certain other customary restrictions on its operations, as set forth more fully in the Merger Agreement.

Prior to the Offer Acceptance Time, the Company is subject to restrictions on its ability to provide information to and participate in discussions or negotiations with third parties with respect to any unsolicited alternative acquisition proposal, subject to a customary “fiduciary out” provision that allows the Company, under certain circumstances, to provide information to and participate in discussions or negotiations with third parties if the Board has determined in good faith (after receiving the advice of its financial advisor and outside counsel) that such unsolicited alternative acquisition proposal is or could reasonably be expected to result in or lead to, a Superior Proposal. A “Superior Proposal” is a bona fide written acquisition proposal, not solicited in violation of the “no-shop” restrictions, that the Board determines in its good faith judgment (after receipt of the advice of its financial advisor and outside counsel), taking into account all relevant factors, including the price, form of consideration, closing conditions and all legal, regulatory and financial aspects thereof, among other factors, (1) would, if consummated, result in a transaction that is more favorable to the Company’s stockholders from a financial point of view than the Offer, the Merger and the other transactions contemplated by the Merger Agreement (including the terms of any proposal by Parent to modify the terms of the transactions contemplated by the Merger Agreement) and (2) is reasonably capable of being completed on the terms proposed.

Prior to the Offer Acceptance Time, the Board may, among other things, (1) withdraw or change its recommendation that the Company’s stockholders tender their Shares in the Offer or (2) terminate the Merger Agreement to enter into a definitive acquisition agreement providing for a Superior Proposal, subject to complying with notice and other specified conditions, including giving Parent the opportunity to propose revisions to the terms of the Merger Agreement during a period following notice.

The Merger Agreement contains certain termination rights for the Company and Parent, including, among others, the right of (1) the Company to terminate the Merger Agreement in order to enter into a definitive acquisition agreement providing for a Superior Proposal, (2) Parent to terminate the Merger Agreement as a result of the Board changing its recommendation to the Company’s stockholders with respect to the Offer and (3) the Company to terminate the Merger Agreement if the conditions have been satisfied and Merger Sub has failed to accept for purchase all of the Shares validly tendered as of the expiration of the Offer. Upon termination of the Merger Agreement under specified circumstances, the Company will be required to pay Parent a termination fee of $21 million.

The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.

The Merger Agreement has been attached to provide investors with information regarding its terms and is not intended to provide any other factual information about the Company, Parent or Merger Sub. The representations and warranties of the Company contained in the Merger Agreement have been made solely for the benefit of Parent and Merger Sub. Such representations and warranties (a) have been made only for purposes of the Merger Agreement, (b) have been qualified by documents filed with, or furnished to, the Securities and Exchange Commission (the “ SEC ”) by the Company between the date of the Company’s Annual Report on Form 10-K filed on March 10, 2016 and the date of the Merger Agreement, (c) have been qualified by confidential disclosures made to Parent and Merger Sub in connection with the Merger Agreement, (d) are subject to materiality qualifications contained in the Merger Agreement which may differ from what may be viewed as material by investors, (e) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement and (f) have been included in the Merger Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters as facts. Investors should not rely on the representations and warranties or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or business. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Company that has been, is or will be contained in, or incorporated by reference into, the Forms 10-K, Forms 10-Q, Forms 8-K, proxy statements and other documents that the Company files with the SEC.

Support Agreements

In connection with the Offer and Merger, and concurrently with entering into the Merger Agreement, Parent and Merger Sub entered into Tender and Support Agreements, dated as of November 10, 2016 (the “ Support Agreements ”), with Trinity Ventures X, L.P., Trinity X Side-By-Side Fund, L.P., Trinity X Entrepreneurs’ Fund L.P. and each of the directors and certain officers of the Company (each, a “ Supporting Stockholder ”), solely in their respective capacities as stockholders of the Company. The Support Agreements obligate the Supporting Stockholders to tender their Shares in the Offer and otherwise support the transactions contemplated by the Merger Agreement. The Supporting Stockholders beneficially owned, as of November 9, 2016, 6,888,463 Shares (including Shares deemed to be beneficially owned in accordance with Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934, as amended), which represent approximately 18.20 % of the outstanding Shares and all additional Shares that are deemed outstanding for purposes of calculating each such Support Stockholders’ percentage ownership as of November 9, 2016, in accordance with Rule 13d-3(d)(1)(i).

The Support Agreements terminate in the event that the Merger Agreement is terminated in accordance with its terms.

The foregoing description of the Support Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Support Agreements, a form of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.