Voting Agreements
In connection with entering into the Merger Agreement, each of the named executive officers and directors of Telaria, in their respective
capacities as stockholders of Telaria, have entered into a voting agreement with Rubicon Project (the Telaria Voting Agreement), pursuant to which such individuals have agreed, among other things, to vote their respective shares
of Telaria common stock in favor of the adoption of the Merger Agreement and against any alternative proposal.
The foregoing description
of the Telaria Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Telaria Voting Agreement, which is attached as Exhibit 10.1 to this Current Report on Form
8-K and is incorporated herein by reference.
In connection with entering into the Merger
Agreement, each of the named executive officers and directors of Rubicon Project, in their respective capacities as stockholders of Rubicon Project, have entered into a voting agreement with Telaria (the Rubicon Project Voting
Agreement), pursuant to which such individuals have agreed, among other things, to vote their respective shares of Rubicon Project common stock in favor of the approval of the issuance of shares of Rubicon Project common stock pursuant to
the Merger Agreement and against any alternative proposal.
The foregoing description of the Rubicon Project Voting Agreement does not
purport to be complete and is qualified in its entirety by reference to the form of Rubicon Project Voting Agreement, which is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
As previously disclosed, each of Michael Barrett, Rubicon Projects President and CEO; David
Day, Rubicon Projects Chief Financial Officer; and Thomas Kershaw, Rubicon Projects Chief Technology Officer, is party to an Executive Severance and Vesting Acceleration Agreement (a Severance Agreement) that provides
for certain severance and equity acceleration benefits in the event any such executive experiences an Involuntary Termination (as defined in the Severance Agreements) in connection with a Sale Transaction (as defined in the Severance Agreements).
Notwithstanding that the Merger is not expected to qualify as a Sale Transaction under such agreements, the board of directors of Rubicon Project has approved providing each such executive with the benefits he would be entitled to receive under his
Severance Agreement in the event that he were to experience an Involuntary Termination in connection with a Sale Transaction upon, or on or before the date that is 13 months following, the closing of the Merger.
Forward-Looking Statements
This document may contain forward-looking statements, including statements based upon or relating to Rubicon Projects and Telarias
expectations, assumptions, estimates, and projections. In some cases, you can identify forward-looking statements by terms such as may, might, will, objective, intend, should,
could, can, would, expect, believe, design, anticipate, estimate, predict, potential, plan or the negative of these
terms, and similar expressions. Forward-looking statements may include, but are not limited to, statements concerning anticipated financial performance, including, without limitation, revenue, advertising spend,
non-GAAP loss per share, profitability, net income (loss), Adjusted EBITDA, earnings per share, and cash flow; strategic objectives, including focus on header bidding, mobile, video, Demand Manager, and
private marketplace opportunities; investments in Rubicon Projects or Telarias business; development of Rubicon Projects or Telarias technology; introduction of new offerings; the impact of transparency initiatives Rubicon
Project or Telaria may undertake; the