Quotient Technology Inc. (Form: 10-Q, Received: 08/04/2017 16:54:18)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2017

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-36331

Quotient Technology Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		77-0485123
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

400 Logue Avenue, Mountain View, California		94043
(Address of Principal Executive Offices)		(Zip Code)

(650) 605-4600

(Registrant’s Telephone Number, Including Area Code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter time period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☒

Non-accelerated filer	☐ (Do not check if a smaller reporting company)	Smaller reporting company	☐
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 1, 2017, the registrant had 92,354,122 shares of common stock outstanding.

QUOTIENT TECHNOLOGY INC.

INDEX

REPORT ON

FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2017

PART I FINANCIAL INFORMATION
Item 1 Financial Statements (unaudited):		3
Condensed Consolidated Balance Sheets as of June 30, 2017 and December 31, 2016		3
Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2017 and 2016		4
Condensed Consolidated Statements of Comprehensive Loss for the Three and Six Months Ended June 30, 2017 and 2016		5
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2017 and 2016		6
Notes to Condensed Consolidated Financial Statements		7
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations		18
Item 3 Quantitative and Qualitative Disclosures About Market Risk		28
Item 4 Controls and Procedures		28
PART II OTHER INFORMATION
Item 1—Legal Proceedings		29
Item 1A—Risk Factors		29
Item 2—Unregistered Sales of Equity Securities and Use of Proceeds		54
Item 3—Defaults Upon Senior Securities		54
Item 4—Mine Safety Disclosures		54
Item 5—Other Information		54
Item 6—Exhibits		54
SIGNATURES		55

PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements.

QUOTIENT TECHNOLOGY INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

	June 30, 2017			December 31, 2016
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	135,394		$	106,174
Short-term investments		34,582			69,172
Accounts receivable, net of allowance for doubtful accounts of $1,035 and $1,338 at June 30, 2017 and December 31, 2016, respectively		74,552			71,945
Prepaid expenses and other current assets		8,527			6,293
Total current assets		253,055			253,584
Property and equipment, net		15,655			16,376
Intangible assets, net		52,401			47,987
Goodwill		80,506			43,895
Other assets		892			914
Total assets	$	402,509		$	362,756
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	4,110		$	4,968
Accrued compensation and benefits		10,807			13,202
Other current liabilities		22,383			20,864
Deferred revenues		7,975			6,856
Total current liabilities		45,275			45,890
Other non-current liabilities		589			78
Deferred rent		2,062			2,285
Contingent consideration related to acquisitions		14,800			185
Deferred tax liabilities		2,497			2,569
Total liabilities		65,223			51,007
Commitments and contingencies (Note 12)
Stockholders’ equity:
Preferred stock, $0.00001 par value—10,000,000 shares authorized and no shares issued or outstanding at June 30, 2017 and December 31, 2016		—			—
Common stock, $0.00001 par value—250,000,000 shares authorized; 101,840,994 shares issued and 92,193,287 outstanding at June 30, 2017; 98,208,117 shares issued and 88,560,409 outstanding at December 31, 2016		1			1
Additional paid-in capital		684,776			647,474
Treasury stock, at cost		(96,574	)		(96,574	)
Accumulated other comprehensive loss		(700	)		(748	)
Accumulated deficit		(250,217	)		(238,404	)
Total stockholders’ equity		337,286			311,749
Total liabilities and stockholders’ equity	$	402,509		$	362,756

See Accompanying Notes to Condensed Consolidated Financial Statements

QUOTIENT TECHNOLOGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
Revenues	$	74,493		$	67,247		$	147,072		$	133,298
Costs and expenses:
Cost of revenues		30,021			25,162			59,233			50,374
Sales and marketing		21,617			22,741			45,454			47,241
Research and development		12,774			12,473			25,894			26,005
General and administrative		11,803			11,103			23,696			22,353
Change in fair value of escrowed shares and contingent consideration, net		3,900			(966	)		1,315			(1,068	)
Total costs and expenses		80,115			70,513			155,592			144,905
Loss from operations		(5,622	)		(3,266	)		(8,520	)		(11,607	)
Other income (expense), net		134			(172	)		261			20
Loss before income taxes		(5,488	)		(3,438	)		(8,259	)		(11,587	)
Provision for income taxes		270			68			173			114
Net loss	$	(5,758	)	$	(3,506	)	$	(8,432	)	$	(11,701	)
Net loss per share, basic and diluted	$	(0.06	)	$	(0.04	)	$	(0.10	)	$	(0.14	)
Weighted-average number of common shares used in computing net loss per share, basic and diluted		88,985			83,186			88,242			82,852

See Accompanying Notes to Condensed Consolidated Financial Statements

QUOTIENT TECHNOLOGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
Net loss	$	(5,758	)	$	(3,506	)	$	(8,432	)	$	(11,701	)
Other comprehensive income:
Foreign currency translation adjustments		7			5			48			6
Comprehensive loss	$	(5,751	)	$	(3,501	)	$	(8,384	)	$	(11,695	)

See Accompanying Notes to Condensed Consolidated Financial Statements

QUOTIENT TECHNOLOGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Six Months Ended June 30,
	2017			2016
Cash flows from operating activities:
Net loss	$	(8,432	)	$	(11,701	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		8,677			10,108
Stock-based compensation		15,822			14,919
Loss on disposal of property and equipment		—			216
Allowance for doubtful accounts		(497	)		151
Deferred income taxes		173			114
Change in fair value of escrowed shares and contingent consideration, net		1,315			(1,068	)
Changes in operating assets and liabilities:
Accounts receivable		2,097			1,779
Prepaid expenses and other current assets		(2,066	)		(1,645	)
Accounts payable and other current liabilities		(471	)		(3,402	)
Accrued compensation and benefits		(2,468	)		(4,306	)
Deferred revenues		1,119			(180	)
Net cash provided by operating activities		15,269			4,985

Cash flows from investing activities:
Purchases of property and equipment		(3,166	)		(3,469	)
Acquisitions, net of cash acquired		(21,048	)		—
Purchases of short-term investments		(59,659	)		(25,060	)
Proceeds from maturities of short-term investment		94,250			25,000
Net cash provided by (used in) investing activities		10,377			(3,529	)

Cash flows from financing activities:
Proceeds from issuances of common stock under stock plans, net		3,641			6,066
Repurchases of common stock		—			(11,022	)
Principal payments on promissory note and capital lease obligations		(85	)		(26	)
Net cash provided by (used in) financing activities		3,556			(4,982	)
Effect of exchange rates on cash and cash equivalents		18			3
Net increase (decrease) in cash and cash equivalents		29,220			(3,523	)
Cash and cash equivalents at beginning of period		106,174			134,947
Cash and cash equivalents at end of period	$	135,394		$	131,424

Supplemental disclosures of cash flow information:
Cash paid for income taxes	$	59		$	—
Cash paid for interest		—			2

Supplemental disclosures of noncash investing and financing activities:
Issuance of shares related to Crisp acquisition		12,957			—
Fixed asset purchases not yet paid		277			418
Computer equipment acquired under promissory note		819			—
Property and equipment acquired under capital lease	$	31		$	—

See Accompanying Notes to Condensed Consolidated Financial Statements

QUOTIENT TECHNOLOGY INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Description of Business

Quotient Technology Inc. (“Quotient” or, the “Company”), is a provider of an industry leading digital platform that enables consumer packaged goods (CPG) brands and retailers to engage shoppers through personalized and targeted promotions and media. Through our platform, CPGs and retailers are able to use online and in-store point-of-sale (POS) shopper data and analytics to drive sales with improved efficiency, as compared to traditional offline promotional and advertising vehicles.

2. Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

The Company’s condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated. Certain prior period balances have been reclassified to conform to the current period's presentation. The accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss, and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year ending December 31, 2017 or for any other period.

There have been no changes to the Company’s significant accounting policies described in the Annual Report on Form 10-K that have had a material impact on its condensed consolidated financial statements and related notes, except for Company electing to change its accounting policy to account for forfeitures as they occur. The change was applied on a modified retrospective basis with a cumulative effect adjustment of $3.4 million recorded to accumulated deficit balance as of January 1, 2017.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the Company’s condensed consolidated financial statements and accompanying notes. Such management estimates include, but are not limited to, revenue recognition, collectability of accounts receivable, recoverability of non-refundable distribution fees, the valuation and useful lives of intangible assets and property and equipment, goodwill, stock-based compensation, contingent consideration and income taxes. Actual results may differ from the Company’s estimates, and such differences may be material to the accompanying condensed consolidated financial statements.

Recently Issued Accounting Pronouncements

Accounting Pronouncements Not Yet Adopted

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606). In addition, the FASB issued subsequent ASUs, which serve to clarify certain aspects of ASU 2014-09. The amendments are based on the principle that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Additionally, the standard requires reporting companies to also disclose the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In July 2015, the FASB agreed to delay the effective date of this amendment by one year, accordingly, the Company is required to adopt the amendments in the first quarter of 2018. The amendments may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the

date of initial application. Early adoption is permitted, but not before the original effective date of the amendment, which is the first quarter of 2017.

The Company is continuing to evaluate the overall impact of the new standard on its accounting policies, processes, system requirements, and internal controls over financial reporting. In addition to internal resources, the Company has engaged third-party service providers to assist with the evaluation. The Company has made and will continue to make investments in systems to enable timely and accurate reporting under the new standard. The Company currently anticipates adopting the standard using the modified retrospective method. While the Company is still in the process of completing its analysis on the impact the guidance will have on its consolidated financial statements, related disclosures, and internal controls over financial reporting, it does not expect the impact to be material.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The guidance requires lessees to put most leases on their balance sheets but recognize expenses on their income statements in a manner similar to today’s accounting. Lessees initially recognize a lease liability for the obligation to make lease payments and a right-of-use asset for the right to use the underlying asset for the lease term. The lease liability is measured at the present value of the lease payments over the lease term. The right-of-use asset is measured at the lease liability amount, adjusted for lease prepayments, lease incentives received and the lessee’s initial direct costs. The standard is effective for public business entities for annual reporting periods beginning after December 15, 2018, and interim periods within that reporting period, which is the first quarter of 2019 for the Company. Early adoption is permitted. ASU 2016-02 is required to be adopted using a modified retrospective approach. The Company is currently evaluating the impact of adopting this new accounting guidance on the consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15), which clarifies how companies present and classify certain cash receipts and cash payments in the statement of cash flows. The standard is effective for public business entities for annual reporting years beginning after December 15, 2017, and interim periods within that reporting period, which is the first quarter of 2018 for the Company. Early adoption is permitted. The Company is currently evaluating the impact of adopting this new accounting guidance on the consolidated financial statements.

Accounting Pronouncements Adopted

In March 2016, the FASB issued ASU 2016-09, Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting . The guidance requires all of the tax effects related to share based payments to be recorded through the income statement. The guidance also removes the present requirement to delay recognition of an excess tax benefit (“windfall tax benefit”) until it reduces current taxes payable; instead it is recognized at the time of settlement, subject to normal valuation allowance consideration. While the simplification will eliminate some administrative complexities, it will increase the volatility of income tax expense. The standard was effective for the Company beginning January 1, 2017, and interim periods within that reporting period. Early adoption was permitted. The Company adopted ASU 2016-09 in the first quarter of 2017. Upon adoption, the Company elected to change its accounting policy to account for forfeitures as they occur. The change was applied on a modified retrospective basis with a cumulative effect adjustment of $3.4 million recorded to accumulated deficit balance as of January 1, 2017. The amendments related to accounting for previously unrecognized excess tax benefits as deferred tax assets have been adopted on a modified retrospective basis with a cumulative-effect adjustment to opening retained earnings of $25.5 million, fully offset by a valuation allowance. This adjustment resulted in no impact to retained earnings upon adoption. The amendments related to accounting for excess tax benefits have been adopted prospectively, resulting in no impact as the Company is in a net operating loss position with a full valuation allowance.

3. Fair Value Measurements

The fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3—Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

The Company’s fair value hierarchy for its financial assets and liabilities that are measured at fair value on a recurring basis are as follows (in thousands):

	June 30, 2017
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents:
Money market funds	$	25,008		—		—	$	25,008
Certificate of deposit		—		35,016		—		35,016
Short-Term investments:
Certificate of deposit		—		34,582		—		34,582
Total	$	25,008	$	69,598	$	—	$	94,606
Liabilities:
Contingent consideration related to Crisp acquisition ⁽¹⁾						14,800		14,800
Contingent consideration related to Shopmium acquisition ⁽¹⁾		—		—		—		—
Total	$	—	$	—	$	14,800	$	14,800

	December 31, 2016
	Level 1		Level 2		Level 3		Total
Assets:
Short-Term investments:
Certificate of deposit		—		69,172		—		69,172
Total	$	—	$	69,172	$	—	$	69,172
Liabilities:
Contingent consideration related to Shopmium acquisition ⁽¹⁾		—		—		185		185
Total	$	—	$	—	$	185	$	185

⁽¹⁾	Included in contingent consideration related to acquisitions

The valuation technique used to measure the fair value of money market funds included using quoted prices in active markets. The money market funds have a fixed net asset value (NAV) of $1. The valuation technique to measure the fair value of certificate of deposits included using quoted prices in active markets for similar assets.

The fair value of contingent consideration related to the acquisition of Crisp Media, Inc. (“Crisp”) was estimated using an option pricing method and was based on significant inputs not observable in the market, thus classified as a Level 3 instrument. The inputs include expected achievement of certain financial metrics over the contingent consideration period, historical volatility and discount rate. Refer to Note 6 for further details related to the acquisition.

The fair value of contingent consideration related to the acquisition of Shopmium S.A. (“Shopmium”) was estimated using a Monte Carlo simulation and was based on significant inputs not observable in the market, thus classified as a Level 3 instrument. The inputs include the expected achievement of certain revenue and profit milestones for the years ending December 31, 2016 and 2017, historical volatility and risk free interest rate.

The following table represents the change in the contingent consideration (in thousands):

	Three Months Ended				Six Months Ended
	June 30, 2017				June 30, 2017
	Shopmium		Crisp		Shopmium			Crisp
	Level 3		Level 3		Level 3			Level 3
Balance at the beginning of period	$	—	$	—	$	185		$	—
Addition related to Crisp acquisition		—		14,800		—			14,800
Change in fair value		—		—		(185	)		—
Balance as of June 30, 2017	$	—	$	14,800	$	—		$	14,800

The Company recorded no gains or losses due to the change in fair value of the contingent consideration during the three months ended June 30, 2017, while $0.2 million gain was recorded during the six months ended June 30, 2017. The change in fair value of Shopmium contingent consideration is due to a decl ine in expected revenue and profit milestones for the years ending December 31, 2016 and 2017. The changes in the fair value of the contingent consideration are included as a component of operations in the accompanying condensed consolidated statements of operations.

There were no transfers between fair value hierarchies during the three and six months ended June 30, 2017 and 2016.

4. Allowance for Doubtful Accounts

The summary of activity in the allowance for doubtful accounts is as follows (in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
Balance at the beginning of period	$	1,059		$	711		$	1,338		$	833
Additions related to Crisp acquisition		229			—			229			—
Bad debt expense (recovery)		(229	)		210			(497	)		151
Write-offs, net		(24	)		(38	)		(35	)		(101	)
Balance at the end of period	$	1,035		$	883		$	1,035		$	883

5. Balance Sheet Components

Property and Equipment, Net

Property and equipment consist of the following (in thousands):

	June 30, 2017			December 31, 2016
Software	$	32,565		$	32,286
Computer equipment		23,741			22,664
Leasehold improvements		8,193			8,141
Furniture and fixtures		2,355			2,296
Total		66,854			65,387
Accumulated depreciation and amortization		(53,854	)		(50,249	)
Projects in process		2,655			1,238
Property and equipment, net	$	15,655		$	16,376

Depreciation and amortization expense related to property and equipment was $1.6 million and $4.0 million for the three months ended June 30, 2017 and 2016, respectively, and $3.7 million and $7.9 million for the six months ended June 30, 2017 and 2016, respectively.

The Company capitalized internal use software development and enhancement costs of $1.1 million and $2.1 million during the three and six months ended June 30, 2017, respectively and capitalized internal use software development and enhancement costs of $0.1 million during the six months ended June 30, 2016. During the three and six months ended June 30, 2017, the Company had zero and $0.6 million amortization expense related to internal use software, included in property and equipment depreciation and amortization expense above, and recorded as cost of revenues, as compared to $2.7 million and $5.3 million, respectively, during the comparable period of 2016. The unamortized capitalized development and enhancement costs were $2.7 million and $1.2 million as of June 30, 2017 and December 31, 2016, respectively.

Accrued Compensation and Benef its

Accrued compensation and benefits consist of the following (in thousands):

	June 30, 2017		December 31, 2016
Bonus	$	4,520	$	5,985
Commissions		1,818		3,572
Vacation		2,698		1,916
Payroll and related expenses		1,771		1,729
Accrued compensation and benefits	$	10,807	$	13,202

Other Current Liabilities

Other current liabilities consist of the following (in thousands):

	June 30, 2017		December 31, 2016
Distribution fees	$	12,193	$	12,463
Marketing expenses		1,718		3,383
Deferred rent, current		495		449
Legal and professional fees		547		377
Other		7,430		4,192
Other current liabilities	$	22,383	$	20,864

6. Acquisitions

On May 31, 2017, the Company acquired all the outstanding shares of Crisp Media, Inc. (“Crisp”), a mobile marketing and advertising company, delivering shopper marketing media campaigns for consumer packaged goods brands (CPGs) and retailers. Crisp’s mobile media expertise complements Quotient’s proprietary shopper data, retail network and existing promotions and media offerings.

The total preliminary acquisition consideration of $51.9 million consisted of $24.1 million in cash, 1,177,927 shares of the Company’s common stock with a fair value of $13.0 million or $11.00 per share, and contingent consideration of up to $24.5 million payable in cash with a fair value of $14.8 million. The contingent consideration payout is based on Crisp achieving certain financial metrics over a period of one year after closing and is payable within 105 days after May 31, 2018. At the date of acquisition, the contingent consideration’s fair value of $14.8 million was determined by using an option pricing method.

The Crisp acquisition provides the Company with customer relationships, developed technologies and trade names. The fair value of the customer relationships intangible asset was determined by using a discounted cash flow model. The fair values of developed technologies and trade names intangible assets were determined by using the relief from royalty methods. The excess of the consideration paid over the fair value of the net tangible assets and identifiable intangible assets acquired is recorded as goodwill. The goodwill is attributable to expected synergies from combined operations and Crisp’s knowhow.

The transaction was accounted for as a business combination. Accordingly, assets acquired and liabilities assumed were recorded at their estimated fair values as of the acquisition date. The Company expensed all transaction costs in the period in which they were incurred.

The following table summarizes the preliminary acquisition consideration and the related fair values of the assets acquired and liabilities assumed (in thousands):

	Purchase Consideration		Net Tangible Assets Acquired/ (Liabilities Assumed)		Identifiable Intangible Assets		Goodwill		Goodwill Deductible for Taxes	(1) Acquisition Related Expenses
Crisp	$	51,904	$	5,893	$	9,400	$	36,611	Not Deductible	$	1,504

(1) Expensed as general and administrative

The following sets forth each component of identifiable intangible assets acquired in connection with the Crisp acquisition (in thousands):

	Crisp		Estimated Useful Life (in Years)
Developed technologies	$	5,000		4.0
Customer relationships		2,800		7.0
Trade names		1,600		4.0
Total identifiable intangible assets	$	9,400

7. Intangible Assets

Intangible assets consist of the following (in thousands):

	June 30, 2017
	Gross		Accumulated Amortization			Foreign Currency Translation			Net		Weighted Average Amortization Period (Years)
Promotion service rights	$	22,492	$	(2,742	)	$	—		$	19,750		6.6
Data access rights		10,801		(1,719	)		—			9,082		4.8
Customer relationships		11,660		(5,627	)		(36	)		5,997		4.6
Developed technologies		12,187		(3,612	)		(89	)		8,486		3.5
Media service rights		6,383		(1,016	)		—			5,367		4.8
Domain names		5,949		(4,371	)		(9	)		1,569		1.7
Patents		975		(743	)		—			232		5.0
Vendor relationships		890		(779	)		—			111		0.5
Registered users		420		(169	)		(11	)		240		2.8
Trade names		1,767		(201	)		1			1,567		3.9
	$	73,524	$	(20,979	)	$	(144	)	$	52,401		5.1

As of June 30, 2017, and December 31, 2016, the Company has a domain name with a gross value of $0.4 million with an indefinite useful life that is not subject to amortization.

	December 31, 2016
	Gross		Accumulated Amortization			Foreign Currency Translation			Net		Weighted Average Amortization Period (Years)
Promotion service rights	$	22,492	$	(1,256	)	$	—		$	21,236		7.1
Data access rights		10,801		(787	)		—			10,014		5.3
Customer relationships		8,860		(4,915	)		(36	)		3,909		3.1
Developed technologies		7,187		(2,837	)		(89	)		4,261		3.3
Media service rights		6,383		(465	)		—			5,918		5.3
Domain names		5,948		(4,061	)		(9	)		1,878		2.2
Patents		975		(718	)		—			257		5.6
Vendor relationships		890		(667	)		—			223		1.0
Registered users		420		(118	)		(11	)		291		3.3
Trade names		167		(168	)		1			—		—
	$	64,123	$	(15,992	)	$	(144	)	$	47,987		5.6

Amortization expense related to intangible assets subject to amortization was $2.6 million and $1.1 million during the three months ended June 30, 2017 and 2016, respectively, and $5.0 million and $2.2 million during the six months ended June 30, 2017 and 2016, respectively. Estimated future amortization expense related to intangible assets as of June 30, 2017 is as follows (in thousands):

	Total
2017, remaining six months	$	5,911
2018		11,467
2019		10,378
2020		8,962
2021		7,104
2022 and beyond		8,226
Total estimated amortization expense	$	52,048

8. Stock-based Compensation

2013 Equity Incentive Plan

In October 2013, the Company adopted the 2013 Equity Incentive Plan (the “2013 Plan”), which became effective in March 2014 and serves as the successor to the Company’s 2006 Stock Plan (the “2006 Plan”). Under the 2013 Plan, the Company may grant stock options, stock appreciation rights, restricted stock and restricted stock units, performance shares and units to employees, directors and consultants.

Stock Options

The fair value of each option was estimated on the date of grant for the period presented using the following assumptions:

	Three Months Ended June 30,			Six Months Ended June 30,
	2017		2016	2017		2016
Expected life (in years)	5.50 - 6.08		2.75 - 5.50	5.50 - 6.25		2.75 - 6.08
Risk-free interest rate	1.87% - 2.03%		0.68% - 1.30%	1.87% - 2.14%		0.68% - 1.34%
Volatility		50%	60% - 70%		50%	60% - 70%
Dividend yield	—		—	—		—

The weighted-average grant-date fair value of options granted was $5.57 and $6.73 per share during the three months ended June 30, 2017 and 2016, respectively, and $6.34 and $8.61 per share during the six months ended June 30, 2017 and 2016, respectively.

Restricted Stock Units

The fair value of RSUs equals the market value of the Company’s common stock on the date of the grant. The RSUs are excluded from issued and outstanding shares until they are vested.

A summary of the Company’s stock option and RSU award activity under the 2013 Plan is as follows:

				RSUs Outstanding					Options Outstanding
	Shares Available for Grant			Number of Shares			Weighted Average Grant Date Fair Value		Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value (in thousands)
Balance as of December 31, 2016		3,424,730			5,504,084		$	12.02		7,746,067		$	8.83		6.12	$	30,507
Increase in shares authorized		3,542,416		—			—		—			—		—		—
Options granted		(1,298,129	)	—			—			1,298,129		$	12.78	—		—
Options exercised	—			—			—			(974,252	)	$	3.31	—		$	7,741
Options canceled or expired		171,359		—			—			(171,359	)	$	10.03	—		—
RSUs granted		(2,226,986	)		2,226,986		$	11.87	—			—		—		—
RSUs vested	—				(1,424,677	)	$	12.88	—			—		—		—
RSUs canceled or expired		524,507			(524,507	)	$	12.15	—			—		—		—
Balance as of June 30, 2017		4,137,897			5,781,886		$	11.94		7,898,585		$	10.14		6.52	$	26,704
Vested and expected to vest as of June 30, 2017										7,898,585		$	10.14		6.52	$	26,704
Vested and exercisable as of June 30, 2017										5,262,505		$	9.41		5.33	$	23,520

The aggregate intrinsic value disclosed in the table above is based on the difference between the exercise price of the options and the fair value of the Company’s common stock.

The aggregate total fair value of options which vested was $1.6 million and $0.6 million during the three months ended June 30, 2017 and 2016, respectively, and $4.0 million and $1.5 million during the six months ended June 30, 2017 and 2016, respectively.

Employee Stock Purchase Plan

Eligible employees can enroll and elect to contribute up to 15% of their base compensation through payroll withholdings in each offering period which is six months in duration, subject to certain limitations. The purchase price of the stock is the lower of 85% of the fair market value on (a) the first day of the offering period or (b) the purchase date.

The fair value of the option feature is estimated using the Black-Scholes model for the period presented based on the following assumptions:

	Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016
Expected life (in years)		0.50		0.50		0.50		0.50
Risk-free interest rate		1.04%		0.38%	0.62% - 1.04%			0.38%
Volatility		50%		74%		50%		74%
Dividend yield	—		—		—		—

As of June 30, 2017, a total of 642,124 shares of common stock were issued under the 2013 Employee Stock Purchase Plan (“ESPP”), since inception of the plan. As of June 30, 2017, a total of 1,757,876 shares are available for issuance under the ESPP.

Stock-based Compensation Expense

The following table sets forth the total stock-based compensation expense resulting from stock options, RSUs and ESPP included in the Company’s condensed consolidated statements of operations (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016
Cost of revenues	$	485	$	493	$	936	$	990
Sales and marketing		1,694		1,541		3,026		3,124
Research and development		1,985		1,651		3,996		3,891
General and administrative		3,902		3,624		7,864		6,914
Total stock-based compensation expense	$	8,066	$	7,309	$	15,822	$	14,919

As of June 30, 2017, there was $69.8 million of unrecognized stock-based compensation expense, of which $14.1 million is related to stock options and ESPP shares and $55.7 million is related to RSUs. The total unrecognized stock-based compensation expense related to stock options and ESPP as of June 30, 2017 will be amortized over a weighted-average period of 2.7 years. The total unrecognized stock-based compensation expense related to RSUs as of June 30, 2017 will be amortized over a weighted-average period of 2.6 years.

9. Common Stock Repurchase Program

Our Board of Directors has approved programs for us to repurchase shares of our common stock. In April 2017, our Board of Directors authorized a share repurchase program (“2017 Program”) for us to repurchase up to $50.0 million of the Company’s common stock. The 2017 Program has a one year duration beginning on May 5, 2017. Stock repurchases may be made from time-to-time and the timing of any repurchases and the actual number of shares repurchased will depend on a variety of factors. The Company may suspend, modify or terminate this repurchase program at any time without prior notice. During the three and six months ended June 30, 2017, the Company did not repurchase any shares of its common stock. As of June 30, 2017, $50.0 million remains available for future share repurchases under the 2017 Program.

10. Income Taxes

The Company recorded an income tax provision of $0.3 million and $0.2 million during the three and six months ended June 30, 2017, respectively, and an income tax provision of $0.1 million during the three and six months ended June 30, 2016, respectively. The increase in income tax provision for the three and six months ended June 30, 2017, as compared to the comparable periods in 2016, was primarily attributable to a net decrease in foreign tax benefit and amortization of tax deductible goodwill from prior year acquisitions. The income tax provision for the three and six months ended June 30, 2016 was primarily attributable to a net increase in deferred tax liabilities associated with the change in fair value of contingent consideration related to an acquisition and a decrease in foreign income taxed at non-US tax rates.

11. Net Loss Per Share

The computation of the Company’s basic and diluted net loss per share is as follows (in thousands, except per share data):

	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
Net loss	$	(5,758	)	$	(3,506	)	$	(8,432	)	$	(11,701	)

Weighted-average number of common shares used in computing net loss per share, basic and diluted		88,985			83,186			88,242			82,852

Net loss per share, basic and diluted	$	(0.06	)	$	(0.04	)	$	(0.10	)	$	(0.14	)

The outstanding common equivalent shares excluded from the computation of the diluted net loss per share for the periods presented because including them would have been antidilutive are as follows (in thousands):

	Three and Six Months Ended June 30,
	2017		2016
Stock options and ESPP		7,948		9,119
Restricted stock units		5,782		6,443
Shares held in escrow		2,000	—
		15,730		15,562

12. Commitments and Contingencies

Leases

As of June 30, 2017, the Company’s minimum payments under its non-cancelable operating and capital leases are as follows (in thousands):

	Operating Leases		Capital Leases
2017, remaining six months	$	2,319	$	24
2018		4,778		42
2019		4,497		10
2020		2,170		—
2021		800		—
2022		820		—
2023 and thereafter		1,318		—
Total minimum payments	$	16,702	$	76

Less: Amount representing interest				3
Present value of capital lease obligations				73
Less: Current portion				45
Capital lease obligation, net of current portion			$	28

The Company leases various office facilities, including its corporate headquarters in Mountain View, California and various sales offices, under non-cancelable operating lease agreements that expire through December 2024. In the first quarter of 2016, the Company entered into a lease agreement for an office facility located in Cincinnati, Ohio which will expire in June 2024.

The terms of the lease agreements provide for rental payments on a graduated basis. The Company recognizes rent expense on a straight-line basis over the lease periods. Additionally, the Company leases certain equipment under non-cancelable operating leases at its facilities and its leased data center operations.

Rent expense pursuant to all operating lease agreements was $1.1 million and $1.0 million for the three months ended June 30, 2017 and 2016, respectively, and $2.2 million and $1.9 million during the six months ended June 30, 2017 and 2016, respectively.

Purchase Obligations

The Company has unconditional purchase commitments which expire through 2034 in the amount of $6.5 million for marketing arrangements relating to the purchase of a 20-year suite license for a professional sports team which it uses for sales and marketing purposes.

The Company also has unconditional purchase commitments, primarily related to software license fees and marketing services, of $6.1 million as of June 30, 2017.

Promissory Note

In January 2017, the Company entered into a promissory note agreement with a lender to finance the purchase of computer equipment for $0.8 million to be paid in quarterly installments over three years. As of June 30, 2017, the Company had a remaining balance of $0.8 million under the agreement, which is included in other current liabilities and other non-current liabilities on the condensed consolidated balance sheets.

Indemnification

In the normal course of business, to facilitate transactions related to the Company’s operations, the Company indemnifies certain parties, including CPGs, advertising agencies and other third parties including retailers. The Company has agreed to hold certain parties harmless against losses arising from claims of intellectual property infringement or other liabilities relating to or arising from our products or services or other contractual infringement. The term of these indemnity provisions generally survive termination or expiration of the applicable agreement. To date, the Company has not recorded any liabilities related to these agreements.

Litigation

In the ordinary course of business, the Company may be involved in lawsuits, claims, investigations, and proceedings consisting of intellectual property, commercial, employment, and other matters. The Company records a provision for these claims when it is both probable that a liability has been incurred and the amount of the loss, or a range of the potential loss, can be reasonably estimated. These provisions are reviewed regularly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information or events pertaining to a particular case. In the event that one or more of these matters were to result in a claim against the Company, an adverse outcome, including a judgment or settlement, may cause a material adverse effect on the Company’s future business, operating results, or financial condition.

The Company believes that liabilities associated with existing claims are remote, therefore the Company has not recorded any accrual for claims as of June 30, 2017 and December 31, 2016. The Company expenses legal fees in the period in which they are incurred.

13. Employee Benefit Plan

The Company maintains a defined-contribution plan under Section 401(k) of the Internal Revenue Code. The 401(k) plan provides retirement benefits for eligible employees. Eligible employees may elect to contribute to the 401(k) plan. The Company provides a match of up to the lesser of 3% of each employee’s annual salary or $6,000, which vests fully over four years of continuous employment. The Company’s matching contribution expense was $0.3 million and $0.4 million during the three months ended June 30, 2017 and 2016, respectively, and $0.9 million and $1.0 million during the six months ended June 30, 2017 and 2016, respectively.

14. Information About Geographic Areas

Revenues generated outside of the United States were insignificant for all periods presented. Additionally, as the Company’s assets are primarily located in the United States, information regarding geographical location is not presented, as such amounts are immaterial to these condensed consolidated financial statements taken as a whole.

I tem 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and with our Annual Report on Form 10-K filed on February 16, 2017 with the SEC. In addition to historical financial information, the following discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934. The forward looking statements reflect our plans, estimates, beliefs and expectations that involve risks and uncertainties. Our actual results and the timing of events could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences are described in “Risk Factors” set forth in our Annual Report on Form 10-K and elsewhere in this Quarterly Report on Form 10-Q.

Overview

Quotient Technology Inc. is a provider of an industry leading digital platform that enables consumer packaged goods (CPG) brands and retailers to engage shoppers through personalized and targeted promotions and media. Through our platform, CPGs and retailers are able to use online and in-store point-of-sale (POS) shopper data and analytics to drive sales with improved efficiency, as compared to traditional offline promotional and advertising vehicles.

We operate our platform across a broad distribution network, reaching over 40 million shoppers at critical moments in their paths to purchase. Our network includes our website and mobile properties of our flagship consumer brand, Coupons.com, as well as our other owned and operated properties, and thousands of our publisher partners. In addition, we operate our platform, Retailer iQ, on a co-branded or white label basis with our retailer partners, providing them a digital platform to directly engage their shoppers across their websites, mobile, ecommerce, and social channels. Retailer iQ integrates with retailers’ POS technology and leverages a broad set of shopper insights, including online behaviors, purchase, and purchase intent data to drive personalized and targeted promotions and media. Retailers using Retailer iQ are primarily in the grocery, drug, dollar, club and mass merchandise channels where the majority of CPG products are sold.

Our network is made up of three constituencies: over 2,000 brands from approximately 700 CPGs; retailers across multiple classes of trade such as grocery, drug, dollar, club, and mass merchandise channels; and consumers visiting our web, mobile properties, social channels, as well as those of our CPGs and retailers.

The relationship between our CPGs, retailers, publishers and shoppers, has resulted in a network effect, which we believe gives us a significant competitive advantage over both offline and other online competitors. As our shopper audience increases, our platform becomes more valuable to CPGs and retailers, which, in turn, rely more heavily on our platform for their digital promotions and media. In addition, the breadth of content offered from these leading brands enables us to attract and retain more retailers, publishers and shoppers. As our network expands, we generate more shopper data and insights, which improve our ability to deliver more relevant and personalized promotions and media.

We primarily generate revenue by providing digital promotions and media solutions to our customers. Our customers include approximately 700 CPG companies and include many of the leading food, beverage, drug, personal and household product manufacturers. Together, these CPG companies represent over 2,000 brands.

Our retailer partners include leading grocery, drug, dollar, club and mass merchandise retailers which distribute and accept coupons through Quotient. Our retailers also include a broad range of specialty stores, including clothing, electronics, home improvement and many others which offer coupon codes through our platform.

We generate promotion revenues from digital transactions on our network. Each time a consumer activates a digital coupon on our platform we are generally paid a fee. Activation of a digital coupon can include: printing it for physical redemption at a retailer, saving it to a retailer loyalty account for automatic digital redemption, or using a mobile device to scan a retailer receipt with the appropriate purchase for automatic digital redemption and cash back. As our business evolves, we will continue to experiment with different pricing models and fee arrangements with CPGs and retailers which may impact how we monetize transactions. Promotion revenues includes coupon codes in which we are generally paid a fee when a consumer makes a purchase using a coupon code from our platform. We generally pay a distribution fee to retailers or publishers when a consumer activates a digital promotion on their website or mobile app. See Management’s Discussion and Analysis of Financial Condition and Results of Operations – “Non-GAAP Financial Measure and Key Operating Metrics” for more information.

We generate media revenue through the placement of online advertisements from CPGs and retailers that are displayed on our websites and mobile apps, as well as those of our publishers, retailers and other third parties. We also generate media revenue by leveraging our verified buyer audience reach and proprietary data to serve targeted media and measurement across the web, and mobile. We generally pay a distribution fee to select retailers or publishe rs when certain shopper data is used to conduct targeted media campaigns.

Seasonality

Some of the Company’s products experience seasonal sales and buying patterns mirroring those in the CPG, retail, and e-commerce markets, including back-to-school and holiday campaigns, where demand increases during the second half of the Company’s fiscal year. We believe that this seasonality pattern has affected, and will continue to affect, our business and the associated revenues during the first half and second half of our fiscal year. We recognized 53%, 53% and 52% of our annual revenue during the second half of 2016, 2015 and 2014, respectively.

Second Quarter 2017 Overview

Quarterly revenues of $74.5 million in the second quarter of 2017 increased by $7.3 million, or 11%, from revenues of $67.2 million in the same period in 2016. Our net loss of $5.8 million in the second quarter of 2017 increased by $2.3 million, as compared to the net loss of $3.5 million in the same period in 2016. The year over year increase in our quarterly revenues primarily related to increased revenues from digital promotions driven by the continued growth of Retailer iQ. The increase in our net loss in the second quarter of 2017, as compared to the same period in 2016, was primarily the result of the change in fair value of escrowed shares, an increase in cost of revenues due to the increase in distribution fees paid to retailers, and an increase in certain acquisition related costs related to the Crisp acquisition and restructuring costs primarily related to severance for the impacted employees, partially offset by a reduction in sales and marketing expense and benefit from the growth in revenues from digital promotions. While we continue to make important investments in our technology and infrastructure, we remain focused on operational efficiencies and expense management.

Our operating expenses may increase in the future as we continue to (1) invest in (i) research and development to enhance our platform and investments in newer product offerings including Quotient Insights; (ii) sales and marketing to acquire new CPG and retailer customers and increase revenues from our existing customers; and, (iii) corporate infrastructure; (2) incur additional general and administrative expenses associated with being a public company, including increased legal and accounting expenses, and compliance costs associated with the Sarbanes-Oxley Act; (3) amortize expenses related to intangibles assets associated with a services and data agreement and other strategic acquisitions; and (4) remeasure the fair value of shares held in escrow until released and changes in fair value of contingent consideration over the earnout periods.

Non-GAAP Financial Measure and Key Operating Metrics

Adjusted Earnings Before Income Taxes, Depreciation and Amortization (Adjusted EBITDA), a non-GAAP financial measure, is a key metric used by our management and our Board of Directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget, to develop short and long-term operational plans, and to determine bonus payouts. In particular, we believe that the exclusion of certain income and expenses in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core business. Additionally, Adjusted EBITDA is a key financial metric used by the compensation committee of our board of directors in connection with the determination of compensation for our executive officers. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.

Adjusted EBITDA excludes non-cash charges, such as depreciation, amortization and stock-based compensation, because such non-cash expenses in any specific period may not directly correlate to the underlying performance of our business operations and can vary significantly between periods. Additionally, it excludes the effects of interest, income taxes, other income (expense), net, change in fair value of escrowed shares and contingent consideration, net, charges related to Enterprise Resource Planning (“ERP”) software implementation costs, certain acquisition related costs and restructuring charges.

We define a “transaction” as any action that generates revenue, directly or indirectly, including per item transaction fees, set up fees, volume-based fixed fees and revenue sharing. Transactions continue to exclude retailer offe rs that generate no direct revenue. Transactions indirectly generate revenue when the action is not paid for on a per item basis, but is part of an agreement which generates revenue for offer services; for example, transactions after a fixed fee cap has be en reached would be included in our definition. This definition of transaction does not impact the number of transactions reported in prior filings. While the number of transactions on our platform has been an important indicator of our ability to grow our revenues historically, as our business continues to evolve with the shift to digital paperless and we experiment with different pricing models to monetize transactions, we believe transaction volume on our platform can become a less predictive indicator o f future operating performance.

Net loss, Adjusted EBITDA and number of transactions for each of the periods presented were as follows (in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
Net loss	$	(5,758	)	$	(3,506	)	$	(8,432	)	$	(11,701	)
Adjusted EBITDA		12,952			8,057			20,629			12,352
Transactions		793,238			534,854			1,588,508			1,072,039

Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

•

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

•

Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

•

Adjusted EBITDA does not consider the potentially dilutive impact of stock-based compensation;

•

Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us;

•

Adjusted EBITDA also does not include the effects of charges related to ERP software implementation costs, change in fair value of escrowed shares and contingent consideration, net, other income (expense), net, income taxes, certain acquisition related costs and restructuring charges, and;

•

other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure.

A reconciliation of Adjusted EBITDA to net loss, the most directly comparable GAAP financial measure, for each of the periods presented is as follows (in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
Net loss	$	(5,758	)	$	(3,506	)	$	(8,432	)	$	(11,701	)
Adjustments:
Stock-based compensation		8,066			7,309			15,822			14,919
Depreciation, amortization and other ⁽¹⁾		6,608			4,980			12,012			10,108
Change in fair value of escrowed shares and contingent consideration, net		3,900			(966	)		1,315			(1,068	)
Other income (expense), net		(134	)		172			(261	)		(20	)
Provision for income taxes		270			68			173			114
Total adjustments	$	18,710		$	11,563		$	29,061		$	24,053

Adjusted EBITDA	$	12,952		$	8,057		$	20,629		$	12,352

(1)

For the three and six months ended June 30, 2017, Other includes ERP software implementation costs of $0.4 million and $0.6 million, respectively, certain acquisition related costs of $0.8 million and $1.5 million, respectively, and restructuring charges of $1.3 million. Acquisition related costs primarily represent diligence,

accounting, and legal expenses incurred related to the Crisp acquisition and restructuring charges relates to severance for impacted employees which we generally would not have otherwise incurred in the periods presented as part of our ongoing operations.

This non-GAAP financial measure is not intended to be considered in isolation from, as substitute for, or as superior to, the corresponding financial measure prepared in accordance with GAAP. Because of these and other limitations, Adjusted EBITDA should be considered along with GAAP based financial performance measures, including various cash flow metrics, net loss, and our other GAAP financial results.

Factors Affecting Our Performance

Obtaining high quality coupons and increasing the number of CPG-authorized activations. Our ability to grow revenue will depend upon our ability to shift more dollars to our platform from our CPG customers, continue to obtain high quality coupons and increase the number of CPG-authorized activations available through our platform. If we are unable to do these, growth in our revenue will be adversely affected.

Increasing revenue from CPGs on our platform. Our ability to grow our revenue in the future depends upon our ability to continue to increase revenues from existing CPGs on our platform through national brand coupons, targeted media and measurement, trade promotions, and increasing the number of brands that are using our platform within each CPG. As CPGs spend more on our platform, volume discounts that we offer to our existing CPGs may slow our revenue growth or reduce our revenues on a per transaction basis.

Variability in promotional spend by CPGs . Our revenues may fluctuate due to changes in promotional spending budgets of CPGs and retailers and the timing of their promotional spending. Decisions by major CPGs or retailers to delay or reduce their promotional and media spending, move campaigns, or divert spending away from digital promotions or media could slow our revenue growth or reduce our revenues.

Ability to scale Retailer iQ and further integrate with Retailers. Our ability to grow our revenues will depend upon our ability to continue to successfully implement and scale Retailer iQ among retailers. If we are unable to continue to successfully implement Retailer iQ, or if the implementation or marketing of Retailer iQ is delayed or it is not adopted and supported with sufficient resources by retailers, the growth in our revenues will be adversely affected. Our ability to grow our revenue in the future is also dependent upon our ability to further integrate digital promotions and media into retailers’ loyalty or point of sale systems and other channels so that CPGs and retailers can more effectively engage consumers and drive their own sales.

Growth of our consumer selection and digital offerings. Our ability to grow our revenue in the future will depend on our ability to innovate and invest in promotion and media solutions, including Retailer iQ, Quotient Media Exchange or QMX, mobile solutions for consumers, including digital print, mobile solutions and digital promotion offerings for specialty/franchise retail, including coupon codes, leverage our reach to consumers and the strength of our platform to broaden the selection and use of digital coupons by consumers, manage the transition from digital print coupons to digital paperless coupons as well as the transition from desktop to mobile platforms, and invest in emerging solutions around our data and analytic capabilities, referred to as Quotient Insights, for CPGs and retailers .

International Growth and Acquisitions . Our ability to grow our revenues will also depend on our ability to grow our operations and offerings in existing international markets and expand our business through selective acquisitions, similar to our acquisition of Crisp and Shopmium, and their integration with the core business of the company.

Results of Operations

The following tables set forth our consolidated results of operations and our consolidated results of operations as a percentage of revenues for the periods presented:

	Three Months Ended June 30,										Six Months Ended June 30,
(in thousands, except percentages)	2017					2016					2017					2016
Revenues	$	74,493		100.0	%	$	67,247		100.0	%	$	147,072		100.0	%	$	133,298		100.0	%
Cost of revenues		30,021		40.3	%		25,162		37.4	%		59,233		40.3	%		50,374		37.8	%
Gross profit		44,472		59.7	%		42,085		62.6	%		87,839		59.7	%		82,924		62.2	%
Operating expenses:
Sales and marketing		21,617		29.0	%		22,741		33.8	%		45,454		30.9	%		47,241		35.4	%
Research and development		12,774		17.1	%		12,473		18.5	%		25,894		17.6	%		26,005		19.5	%
General and administrative		11,803		15.8	%		11,103		16.5	%		23,696		16.1	%		22,353		16.8	%
Change in fair value of escrowed shares and contingent consideration, net		3,900		5.2	%		(966	)	(1.4	)%		1,315		0.9	%		(1,068	)	(0.8	)%
Total operating expenses		50,094		67.2	%		45,351		67.4	%		96,359		65.5	%		94,531		70.9	%
Loss from operations		(5,622	)	(7.5	)%		(3,266	)	(4.8	)%		(8,520	)	(5.8	)%		(11,607	)	(8.7	)%
Other income (expense), net		134		0.2	%		(172	)	(0.3	)%		261		0.2	%		20		(—	)%
Loss before income taxes		(5,488	)	(7.3	)%		(3,438	)	(5.1	)%		(8,259	)	(5.6	)%		(11,587	)	(8.7	)%
Provision for income taxes		270		0.4	%		68		0.1	%		173		0.1	%		114		0.1	%
Net loss	$	(5,758	)	(7.7	)%	$	(3,506	)	(5.2	)%	$	(8,432	)	(5.7	)%	$	(11,701	)	(8.8	)%

Comparison of the Three and Six Months Ended June 30, 2017 and 2016

Revenues

	Three Months Ended June 30,									Six Months Ended June 30,
(in thousands, except percentages)	2017		2016		$ Change		% Change			2017		2016		$ Change		% Change
Revenues	$	74,493	$	67,247	$	7,246		11	%	$	147,072	$	133,298	$	13,774		10	%

Revenues for the three months ended June 30, 2017 increased by $7.3 million, or 11%, as compared to the same period in 2016. The increase was due to revenue growth in digital promotions driven by the continued growth of Retailer iQ transactions. Revenues from digital promotion transactions and digital media campaigns were 78% and 22%, respectively, of total revenues for the three months ended June 30, 2017, as compared to 76% and 24%, respectively, of total revenues during the same period in 2016. Transactions during the three months ended June 30, 2017 were 793.2 million as compared to 534.9 million during the same period in 2016.

Revenues for the six months ended June 30, 2017 increased $13.8 million, or 10%, as compared to the same period in 2016. The increase was due to growth in digital promotions driven by the continued growth of Retailer iQ transactions. Revenues from digital promotion transactions and digital media campaigns were 79% and 21%, respectively, of total revenues for the six months ended June 30, 2017, as compared to 76% and 24%, respectively, of total revenues during the same period in 2016. Transactions during the six months ended June 30, 2017 were 1.6 billion as compared to 1.1 billion during the same period in 2016.

We expect revenue growth in 2017 from deployments of Retailer iQ and the anticipated marketing campaigns as well as adoption of our platform by consumers.

Cost of Revenues and Gross Profit

	Three Months Ended June 30,											Six Months Ended June 30,
(in thousands, except percentages)	2017			2016			$ Change		% Change			2017			2016			$ Change		% Change
Cost of revenues	$	30,021		$	25,162		$	4,859		19	%	$	59,233		$	50,374		$	8,859		18	%
Gross profit	$	44,472		$	42,085		$	2,387		6	%	$	87,839		$	82,924		$	4,915		6	%
Gross margin		60	%		63	%							60	%		62	%

Cost of revenues for the three months ended June 30, 2017 increased by $4.9 million, or 19%, as compared to the same period in 2016. The quarter over quarter increase was primarily due to higher distribution fees of $4.7 million attributable to a greater number of Retailer iQ tran sactions completed through our platform, an increase in amortization expense of $1.5 million related to certain exclusive rights acquired under a services and data agreement, an increase in other revenue related expenses of $1.2 million, and an increase in restructuring charges of $0.2 million primarily related to severance for the impacted employees, partially offset by a decrease in amortization expense of $2.7 million associated with our Retailer iQ platform.

Cost of revenues for the six months ended June 30, 2017 increased by $8.9 million, or 18%, as compared to the same period in 2016. The year over year increase was primarily was primarily due to higher distribution fees of $9.5 million , an increase in amortization expense of $3.0 million related to a services and data agreement, an increase in other revenue related expenses of $0.9 million, and an increase in restructuring charges of $0.2 million primarily related to severance for the impacted employees, partially offset by a decrease in amortization expense of $4.7 million associated with our Retailer iQ platform.

Gross margin for the three and six months ended June 30, 2017 decreased to 60%, as compared to 63% and 62%, respectively, during the same periods in 2016, primarily due to an increase in dist ribution fees resulting from a greater number of Retailer iQ transactions completed through our platform, attributable to an increase in digital promotion revenues and revenue mix, partially offset by the benefit from leveraging fixed costs.

We expect the costs associated with distribution and third-party service fees, to continue to increase in the future as we continue to expand and scale our distribution network and reach, and to pursue opportunities to expand our business through selective acquisitions.

Sales and Marketing

	Three Months Ended June 30,												Six Months Ended June 30,
(in thousands, except percentages)	2017			2016			$ Change			% Change			2017			2016			$ Change			% Change
Sales and marketing	$	21,617		$	22,741		$	(1,124	)		(5	)%	$	45,454		$	47,241		$	(1,787	)		(4	)%
Percent of revenues		29	%		34	%								31	%		35	%

Sales and marketing expenses for the three months ended June 30, 2017 decreased by $1.1 million, or 5%, as compared to the same period in 2016. The decrease was primarily due to a reduction in promotional and advertising costs of $1.0 million resulting from our expense management efforts, and a decrease in salaries and related expenses of $0.7 million, partially offset by an increase in restructuring costs of $0.4 million primarily related to severance for the impacted employees , and an increase in stock-based compensation of $0.2 million .

Sales and marketing expenses for the six months ended June 30, 2017 decreased by $1.8 million, or 4%, as compared to the same period in 2016. The decrease was primarily due to a reduction in promotional and advertising costs of $1.1 million and a decrease in salaries and related expenses of $1.0 million, and a decrease in stock-based compensation of $0.1 million, partially offset by an increase in restructuring costs of $0.4 million primarily related to severance for the impacted employees .

We will continue to invest in sales and marketing in order to support our growth and business objectives, while continuing to optimize our investment in promotional and advertising activities.

Research and Development

	Three Months Ended June 30,											Six Months Ended June 30,
(in thousands, except percentages)	2017			2016			$ Change		% Change			2017			2016			$ Change			% Change
Research and development	$	12,774		$	12,473		$	301		2	%	$	25,894		$	26,005		$	(111	)		(0	)%
Percent of revenues		17	%		19	%							18	%		20	%

Research and development expenses for the three months ended June 30, 2017 increased by $0.3 million, or 2%, as compared to the same period in 2016. The increase was primarily due to an increase in research and development support activities of $1.1 million, an increase in restructuring costs of $0.4 million primarily related to severance for the impacted employees , and an increase in stock-based compensation expense of $0.3 million, partially offset by the

capitalization of Quotient Insights software development costs of $1.1 milli on, and a decrease in salaries and related expenses of $0.4 million .

Research and development expenses for the six months ended June 30, 2017 decreased by $0.1 million, as compared to the same period in 2016. The decrease was primarily due to the capitalization of Quotient Insights software development costs of $2.1 million and a decrease in salaries and related expenses of $0.7 million , partially offset by an increase in research and development support activities of $2.2 million, an increase in restructuring costs of $0.4 million primarily related to severance for the impacted employees, and an increase in stock-based compensation expense of $0.1 million.

We believe that continued investment in technology is critical to attaining our strategic objectives. Our investment in research and development will be balanced with our continued operational and cost optimization efforts, as it provides us with the ability to invest in strategic areas, while managing growth in future periods.

General and Administrative

	Three Months Ended June 30,											Six Months Ended June 30,
(in thousands, except percentages)	2017			2016			$ Change		% Change			2017			2016			$ Change		% Change
General and administrative	$	11,803		$	11,103		$	700		6	%	$	23,696		$	22,353		$	1,343		6	%
Percent of revenues		16	%		17	%							16	%		17	%

General and administrative expenses for the three months ended June 30, 2017 increased by $0.7 million, or 6%, as compared to the same period in 2016. The increase was primarily due to an increase in certain acquisition related fees of $0.8 million related to the Crisp acquisition, an increase in Enterprise Resource software implementation costs of $0.4 million , an increase in restructuring costs of $0.2 million primarily related to severance for the impacted employees, and an increase in stock-based compensation expense of $0.3 million, partially offset by a decrease in third party consultation services of $0.7 million, and a decrease in fixed assets depreciation expense of $0.3 million.

General and administrative expenses for the six months ended June 30, 2017 increased by $1.3 million, or 6%, as compared to the same period in 2016. The increase was primarily due to an increase in stock-based compensation expense of $0.9 million, an increase in certain acquisition related fees of $1.5 million related to the Crisp acquisition, an increase in Enterprise Resource software implementation costs of $0.6 million , and an increase in restructuring costs of $0.3 million primarily related to severance for the impacted employees , partially offset by a decrease in third party consultation services of $1.6 million, a decrease in fixed assets depreciation expense of $0.3 million, and a decrease in salaries and related expenses of $0.1 million .

We expect to continue to incur additional general and administrative expenses in future periods as we continue to invest in corporate infrastructure and incur additional expenses associated with being a public company, including increased legal and accounting expenses, and compliance costs associated with the Sarbanes-Oxley Act.

Change in Fair Value of Escrowed Shares and Contingent Consideration

	Three Months Ended June 30,											Six Months Ended June 30,
(in thousands, except percentages)	2017			2016			$ Change		% Change			2017			2016			$ Change		% Change
Change in fair value of escrowed shares and contingent consideration, net	$	3,900		$	(966	)	$	4,866		(504	)%	$	1,315		$	(1,068	)	$	2,383		(223	)%
Percent of revenues		5	%		(1	)%							1	%		(1	)%

For the three and six months ended June 30, 2017, we recorded losses of $3.9 million and $1.3 million, respectively, due to the changes in fair value of escrowed shares and contingent consideration. During the three months ended June 30, 2017, we recorded a loss of $3.9 million due to the increase in fair value of certain escrowed shares resulting from the increase in the Company’s stock price. During the six months ended June 30, 2017, we recorded a loss of $1.5 million due to the increase in fair value of certain escrowed shares resulting from the increase in the Company’s stock price and a gain of $0.2 million due to the change in fair value of the Shopmium contingent consideration related to a decline in expected revenue and profit milestones for the year ending December 31, 2017.

For the three and six months ended June 30, 2016, we recorded gains of $1.0 million and $1.1 million, respectively, due to the changes in fair value of contingent consideration related to prior acquisitions. During the three months ended

June 30, 2016, we recorded a gain of $1.0 million due to the change in fair value of the Shopmium contingent consideration related to a decline in expected revenue and profit milestones for the years ending December 31, 2016 and 2017. During the six months ended June 30, 2016, we recorded a gain of $0.7 million due to the change in fair value of Shopmium contingent consideration and a gain of $0.4 million due to the change in fair value of Eckim contingent consideration related to a decrease in the Company’s stock price when the Company and the sellers of Eckim agreed on the perfo rmance against the milestones and when the shares were issued during the three months ended June 30, 2016.

We expect that the change in fair value of escrowed shares and contingent consideration will fluctuate as we continue to remeasure the fair values of shares held in escrow until they are released and contingent consideration is remeasured over the earnout periods.

Non-Operating Income (Expense)

	Three Months Ended June 30,										Six Months Ended June 30,
(in thousands, except percentages)	2017		2016			$ Change		% Change			2017		2016		$ Change		% Change
Other income (expense), net	$	134	$	(172	)	$	306		(178	)%	$	261	$	20	$	241		1,205	%

The change in other income (expense), net during the three and six months ended June 30, 2017 as compared to the same period in 2016 is due to interest income earned on short-term certificate of deposits, net of the effect of re-measuring balances in foreign currency due to exchange rate fluctuations.

Provision for Income Taxes

	Three Months Ended June 30,									Six Months Ended June 30,
(in thousands, except percentages)	2017		2016		$ Change		% Change			2017		2016		$ Change		% Change
Provision for income taxes	$	270	$	68	$	202		297	%	$	173	$	114	$	59		52	%

The increase in income tax provision of $0.3 million and $0.2 million during the three and six months ended June 30, 2017, respectively, as compared to the comparable periods in 2016, was primarily attributable to a net decrease in foreign tax benefit and amortization of tax deductible goodwill from prior year acquisitions. The income tax provision of $0.1 million during the three and six months ended June 30, 2016, was primarily attributable to the net increase in deferred tax liabilities associated with the change in fair value of contingent consideration related to an acquisition and a decrease in foreign income taxed at non-US tax rates.

Liquidity and Capital Resources

As of June 30, 2017, we had $135.4 million in cash and cash equivalents and $34.6 million in short-term investments , which were held for working capital purposes . Our cash equivalents and short-term investments are comprised primarily of money market funds and certificate of deposits. As of June 30, 2017, $2.3 million of cash was held by our foreign subsidiaries. We do not presently anticipate a need to repatriate these funds for use in our domestic operations, but if we were to do so, any such repatriated cash and cash equivalents could be subject to U.S. income taxes, less any previously paid foreign income taxes.

In the near term, although we intend to continue to manage our operating expenses in line with our existing cash and available financial resources, we anticipate we will incur increased spending in future periods in order to execute our long-term business plan and to support our growth and the costs associated with being a public company. As a public company, we have incurred and expect to continue to incur significant legal, accounting, regulatory compliance and other costs that we did not incur in the periods prior to our IPO with higher increases in future periods as we continue to invest in corporate infrastructure and incur additional expenses associated with being a public company, including increased legal and accounting expenses, and compliance costs associated with the Sarbanes-Oxley Act. In addition, we may use cash to fund acquisitions or invest in other business, repurchase the Company’s common stock under the publicly announced share repurchase program or incur capital expenditures including leasehold improvements or technologies.

We believe our existing cash, cash equivalents a nd cash flow from operations will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months and the foreseeable future. To the extent that current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we may be required to seek additional equity or debt financing. In the event additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all.

Cash Flows

The following table summarizes our cash flows for the periods presented (in thousands):

	Six Months Ended June 30,
	2017		2016
Net cash provided by operating activities	$	15,269	$	4,985
Net cash provided by (used in) investing activities		10,377		(3,529	)
Net cash provided by (used in) financing activities		3,556		(4,982	)
Effects of exchange rates on cash		18		3
Net increase (decrease) in cash and cash equivalents	$	29,220	$	(3,523	)

Operating Activities

Cash provided by operating activities is primarily influenced by the amount of cash we invest in personnel and infrastructure to support the anticipated growth of our business and the increase in our revenues. Cash provided by (used in) operating activities has typically been due to our net losses and to changes in our operating assets and liabilities.

During the six months ended June 30, 2017, net cash provided by operating activities of $15.3 million, reflects our net loss of $8.4 million adjusted for net non-cash expenses of $25.5 million, partially offset by cash used as a result of changes in working capital of $1.8 million. Non-cash expenses included depreciation and amortization, stock-based compensation, recovery from allowance for doubtful accounts, change in the fair value of escrowed shares and contingent consideration, net, and deferred income taxes. The uses of cash from the net change in working capital items included, most notably a decrease in accrued compensation and benefits of $2.4 million related to the payout of annual bonuses, an increase in prepaid and other current assets of $2.1 million related to prepaid subscription and support fees, and a decrease in accounts payable and other current liabilities of $0.5 million due to the timing of payments, partially offset by a decrease in accounts receivable of $2.1 million due to improved collections, and an increase in deferred revenues of $1.1 million.

During the six months ended June 30, 2016, net cash provided by operating activities was $5.0 million, reflecting our net loss of $11.7 million adjusted for net non-cash expenses of $24.4 million, partially offset by cash used as a result of changes in working capital of $7.8 million. Non-cash expenses included depreciation and amortization, stock-based compensation, loss on disposal of property and equipment, recovery from allowance for doubtful accounts, deferred income taxes and change in the fair value of the contingent consideration. The remaining use of cash was from the net change in working capital items, most notably a decrease in accrued compensation and benefits of $4.3 million, a decrease in accounts payable and other current liabilities of $3.4 million, and an increase in prepaid expenses and other assets of $1.6 million related to the timing of payments, and a decrease in deferred revenues of $0.2 million, offset by a decrease in accounts receivable of $1.8 million due to improved collections.

Investing Activities

Purchases of property and equipment may vary from period-to-period due to the timing of the expansion of our operations, the addition of headcount and the development activities related to our future offerings including Quotient Insights. We expect to continue to invest in property and equipment and in the further development and enhancement of our software platform for the foreseeable future. In addition, from time to time, we may consider potential acquisitions that would complement our existing service offerings, enhance our technical capabilities or expand our marketing and sales presence. Any future transaction of this nature could require potentially significant amounts of capital or could require us to issue our stock and dilute existing stockholders.

During the six months ended June 30, 2017, net cash provided by investing activities of $10.4 million, primarily reflects the proceeds from maturities of certificates of deposits of $94.3 million, partially offset by purchases of certificates of deposits of $59.7 million, net cash consideration paid for the Crisp acquisition of $21.0 million, and purchases of

property and equipment of $3.2 million, which includes capitalized software development costs related to Quotient Insights, and technology hardware and software.

During the six months ended June 30, 2016, net cash used in investing activities was $3.5 million, reflecting purchases of property and equipment, which includes technology hardware and software, and leasehold improvements to support our growth as well as capitalized development and enhancement costs related to Retailer iQ.

Financing Activities

During the six months ended June 30, 2017, net cash provided by financing activities of $3.6 million primarily reflects proceeds received from exercises of stock options under stock plans, net of shares withheld to cover the required payroll withholding taxes.

During the six months ended June 30, 2016, net cash used in financing activities was $11.0 million, which reflects repurchases of our common stock, partially offset by $6.1 million of proceeds received from exercises of stock options.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of June 30, 2017.

Contractual Obligations and Commitments

Refer to Note 12 of our notes to condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q for further information. There have been no significant changes outside the ordinary course of business during the three and six months ended June 30, 2017 to our commitments and contingencies disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2016 filed on February 16, 2017 with the SEC.

Critical Accounting Policies and Estimates

Our condensed consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates.

There were no significant changes in our critical accounting policies and estimates during the three and six months ended June 30, 2017, as compared to the critical accounting policies and estimates disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2016 filed on February 16, 2017 with the SEC, except for Company electing to change its accounting policy to account for forfeitures as they occur. The change was applied on a modified retrospective basis with a cumulative effect adjustment of $3.4 million recorded to accumulated deficit balance as of January 1, 2017.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in our condensed consolidated financial statements and accompanying notes. Such management estimates include, but are not limited to, revenue recognition, collectability of accounts receivable, recoverability of non-refundable prepayments, the valuation and useful lives of intangible assets and property and equipment, goodwill, stock-based compensation, contingent consideration and income taxes. Actual results may differ from the Company’s estimates, and such differences may be material to the accompanying condensed consolidated financial statements.

Recently Issued and Adopted Accounting Pronouncements

Refer to Note 2 of the Notes to Condensed Consolidated Financial Statements contained in this Form 10-Q for further information.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

During the three and six months ended June 30, 2017, there were no significant changes to our quantitative and qualitative disclosures about market risk. Please refer to Quantitative and Qualitative Disclosures About Market Risk included in our Annual Report on Form 10-K for the year ended December 31, 2016 filed on February 16, 2017 with the SEC for a more complete discussion on the market risks we encounter.

Item 4.

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and our Chief Financial Officer, after evaluating the effectiveness of our “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of June 30, 2017, have concluded that our disclosure controls and procedures were effective at the reasonable assurance level based on their evaluation of these controls and procedures.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the second quarter of 2017 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

Our disclosure controls and procedures or our internal controls are not designed to prevent all errors and all frauds. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings.

For a discussion of legal proceedings, see Note 12, “Commitments and Contingencies,” of the Notes to Condensed Consolidated Financial Statements of this Form 10-Q.

Item 1A.

Risk Factors.

Our operations and financial results are subject to various risks and uncertainties, including those described below, which could adversely affect our business, results of operations, cash flows, financial conditions, and the trading price of our common stock.

Risks Related to Our Business

We have incurred net losses since inception and we may not be able to generate sufficient revenues to achieve or subsequently maintain profitability.

We have incurred net losses of $19.5 million and $26.7 million in 2016 and 2015, respectively, and incurred net loss of $8.4 million for the six months ended June 30, 2017. We have an accumulated deficit of $250.2 million as of June 30, 2017. We anticipate that our costs and expenses will increase in the foreseeable future as we continue to invest in:

•

sales and marketing;

•

research and development, including new product development;

•

our technology infrastructure;

•

general administration, including legal and accounting expenses related to our growth and continued expenses with respect to being a public company;

•

efforts to expand into new markets; and

•

strategic opportunities, including commercial relationships and acquisitions.

For example, we have incurred and expect to continue to incur expenses developing, improving, integrating, investing, marketing and maintaining our retailer platform Retailer iQ, our data and analytics platform, Quotient Insights, and our data-driven media solutions, Quotient Media Exchange or QMX, and we may not succeed in increasing our revenues sufficiently to offset these expenses.

If we are unable to gain efficiencies in our operating costs, our business could be adversely impacted. We cannot be certain that we will be able to attain or maintain profitability on a quarterly or annual basis. If we are unable to effectively manage these risks and difficulties as we encounter them, our business, financial condition and results of operations may suffer.

We may not achieve revenue growth.

We may not be able to achieve revenue growth, and we may not be able to generate sufficient revenues to achieve profitability. In addition, historically the growth rate of our business, and as a result, our revenue growth, has varied from quarter-to-quarter and year-to-year, and we expect that variability to continue. For example, our revenues may fluctuate due to changes in promotional spending budgets (including shopper marketing budgets) of CPGs and retailers and the timing of their promotional spending and we may not always be able to anticipate such fluctuations. Decisions by major CPGs or retailers to delay or reduce their promotional spending or divert spending away from digital promotions, or from our platform, or changes in our fee arrangements with CPGs and retailers, could slow our revenue growth or reduce our revenues. For example, if a greater number of our arrangements with CPGs required us to receive fees upon the actual redemption of digital coupons on our platform rather than activation as is generally done, our revenue growth and revenues could be harmed.

We believe that our continued revenue growth will depend on our ability to:

•

increase our share of CPG spending on overall coupon and trade promotions, increase the number of brands that are using our platform within each CPG, and increase shopper marketing and media spend on our platform;

•

adapt to changes in promotional spending budgets of CPGs and retailers and the timing of their promotional spending;

•

further integrate, grow and maintain our digital promotions, shopper marketing and media solutions into retailers’ in-store and point of sale systems and consumer channels;

•

manage the transition from digital print coupons to digital paperless coupons;

•

develop and deploy our data solutions in support of Retailer iQ and QMX;

•

grow the number of CPGs and retailers in our current customer base and add new industry segments such as convenience, specialty/franchise retail, restaurants and entertainment;

•

grow and maintain our retailer network through direct and indirect partnerships;

•

expand the use by consumers of our newest digital promotion and media offerings and broaden the selection and use of digital coupons;

•

manage the shift from desktop to mobile devices;

•

innovate our product offerings to retain and grow our consumer base;

•

obtain and increase the number of high quality coupons;

•

grow the number of transactions across our platform;

•

expand the number, variety and relevance of digital coupons available on our web, mobile and social channels, as well as those of our CPGs, retailers and network of publishers;

•

develop and implement our media strategies including the integration of Crisp Media;

•

increase the awareness of our brands, and earn and build our reputation;

•

hire, integrate and retain talented personnel;

•

effectively manage scaling our operations; and

•

successfully compete with existing and new competitors.

However, we cannot assure you that we will successfully accomplish any of these actions. Failure to do so could harm our business and cause our operating results to suffer.

If we fail to attract and retain CPGs, retailers and publishers and expand our relationships with them, our revenues and business will be harmed.

The success of our business depends in part on our ability to increase our share of CPG spending on overall coupons and trade promotions, increase media spending on our platform, increase the number of brands that are using our platform within each CPG, increase adoption and scale of Retailer iQ, and development and deployment of Quotient Insights and QMX. It also depends on (i) our ability to further integrate our digital promotions and media solutions into retailers’ in-store and point of sale systems and consumer channels, (ii) our ability to obtain the right to distribute Retailer iQ digital promotions more broadly through our websites and mobile apps and those of our publishers, and (iii) our ability to obtain and maintain data license agreements with our retailer partners, and (iv) our retail partners’ commitment in promoting our digital solutions to their customers. In addition, we must acquire new CPGs and retailers in our current customer base and add new industry segments such as convenience, specialty/franchise retail, restaurants and entertainment venues. If CPGs and retailers do not find that offering digital promotions and media on our platform enables them to reach consumers and sufficiently increase sales with the scale and effectiveness that is compelling to them, CPGs and retailers may not increase their distribution of digital promotions and media on our platform, or they may decrease them or stop offering them altogether, and new CPGs and retailers may decide not to use our platform.

For example, if CPGs decide that utilizing our platform provides a less effective means of connecting with consumers, we may not be able to increase our prices or CPGs may pay us less. Likewise, if retailers decide that our

platform is less effective at increasing sales to and loyalty of existing and new consumers, retailers may demand a higher percentage of the total proceeds from each digital promotion that is activated or redeemed or demand minimum guaranteed payments . Furthermore, if existing and new retailers using Retailer iQ do not find that it increases consumer engagement and loyalty, our overall success may be harmed. In addition, we expect to face increased competition, and competitors may accept lower payments from CPGs to attract and acquire new CPGs, or provide retailers and publishers a higher distribution fee than we currently offer to attract and acquire new retailers and publishers. In addition, we may experience attrition in our CPGs, retailers and publishers in the o rdinary course of business resulting from several factors, including losses to competitors, changes in CPG budgets, and decisions by CPGs, retailers and publishers to offer digital coupons through their own websites or other channels without using a third- party platform such as ours or through a competitive third party network or platform, and failure to maintain distribution agreements with third party digital promotions networks and platforms. If we are unable to retain and expand our relationships with e xisting CPGs, retailers and publishers or if we fail to attract new CPGs, retailers and publishers to the extent sufficient to grow our business, or if too many CPGs, retailers and publishers are unwilling to offer digital coupons and media with compelling terms through our platform, we may not increase the number of high quality coupons and marketing campaigns on our platform and our revenues, gross margin and operating results will be adversely affected.

The loss of any significant customer could materially and adversely affect our results of operations and financial condition.

Our business is exposed to risks related to customer concentration, particularly among CPGs. For the years ended December 31, 2016 and 2015, total revenue from The Procter and Gamble Company accounted for more than 10% of our total revenues. The loss of any of our significant customers or deterioration in our relations with any of them could materially and adversely affect our results of operations and financial condition.

If we are unable to grow or successfully respond to changes in the digital promotions market, our business could be harmed.

As consumer demand for digital coupons has increased, promotion spending has shifted from traditional coupons through traditional channels, such as newspapers and direct mail, to digital coupons. However, it is difficult to predict whether the pace of transition from traditional to digital coupons will continue at the same rate and whether the growth of the digital promotions market will continue. In order to expand our business, we must appeal to and attract consumers who historically have used traditional promotions to purchase goods or may prefer alternatives to our offerings, such as those of our competitors. If the demand for digital coupons does not continue to grow as we expect, or if we fail to successfully address this demand, our business will be harmed. For example, the growth of our revenues will require increasing the number of brands that are using our platform within each CPG and further integrating such digital promotions with Retailer iQ. If our projections regarding the adoption and usage of Retailer iQ by retailers, CPGs and consumers, do not occur or are slower than expected, our business, financial condition, results of operations and prospects will be harmed. A variety of factors could slow the success of Retailer iQ generally, including insufficient time, resources or funds committed by retailers to the implementation and promotion of Retailer iQ, a retailer’s decision to delay or forego launching or marketing Retailer iQ, our inability to obtain sufficient data rights to maximize the functionality of Retailer iQ, Quotient Insights, or QMX, our inability to monetize enhanced Retailer iQ functionality, and our inability to efficiently integrate Retailer iQ with a retailer’s system. Even if we are successful in driving the adoption and usage of Retailer iQ by retailers, CPGs and consumers, if Retailer iQ fee arrangements or transaction volumes, or the mix of offers, change or do not meet our projections, our revenues may be harmed. We expect that the market will evolve in ways which may be difficult to predict. It is also possible that digital coupon offerings generally could lose favor with CPGs, retailers or consumers. In the event of these or any other changes to the market, our continued success will depend on our ability to successfully adjust our strategy to meet the changing market dynamics. In addition, we will need to continue to grow demand for our digital promotions platform by CPGs, retailers and consumers, including through continued innovation and implementation of new initiatives associated with the digital coupons. For example, if consumer demand for our software-free print solution or our new mobile application does not grow as we expect, our business may be harmed. If we are unable to grow or successfully respond to changes in the digital promotions market, our business could be harmed and our results of operations could be negatively impacted. For example, we are seeing a shift from digital paper coupons to digital paperless coupons. Our revenues may be harmed if we are unable to manage this transition and the growth of digital paperless coupons is slower than the decline in digital print coupons.

We expe ct a number of factors to cause our operating results to fluctuate on a quarterly and annual basis, which may make it difficult to predict our future performance.

Historically, our revenue growth has varied from quarter-to-quarter and year-to-year, and we expect that variability to continue. In addition, our operating costs and expenses have fluctuated in the past, and we anticipate that our costs and expenses will increase over time as we continue to invest in growing our business and incur additional cos ts of being a public company. Our operating results could vary significantly from quarter-to-quarter and year-to-year as a result of these and other factors, many of which are outside of our control, and as a result we have a limited ability to forecast the amount of future revenues and expenses, which may adversely affect our ability to predict financial results accurately, and our operating results may vary from quarter-to-quarter and may fall below our estimates or the expectations of public market analysts and investors. Fluctuations in our quarterly operating results may lead analysts to change their long-term models for valuing our common stock, cause us to face short-term liquidity issues, impact our ability to retain or attract key personnel or cause other unanticipated issues, all of which could cause our stock price to decline. As a result of the potential variations in our quarterly revenues and operating results, we believe that quarter-to-quarter comparisons of our revenues and operating results may not be meaningful and the results of any one quarter or historical patterns should not be considered indicative of our future sales activity, expenditure levels or performance.

In addition to other factors discussed in this section, factors that may contribute to the variability of our quarterly and annual results include:

•

our ability to grow our revenues by increasing our share of CPG spending and the number of brands using our platform, including Retailer iQ, increasing media spending on our platform, further integrating with our retailers and increasing the use of retailer coupon codes by consumers, adding new CPGs and retailers to our network and growing our current consumer base and expanding into new industry segments such as convenience, specialty/franchise retail, restaurants and entertainment;

•

our ability to successfully respond to changes in the digital promotions and media market and continue to grow the market and demand for our platform;

•

our ability to grow consumer selection and use of our digital promotion offerings and attract new consumers to our platform;

•

the amount and timing of digital promotions and marketing campaigns by CPGs, which are affected by budget cycles, economic conditions, seasonality and other factors;

•

the impact of global business or macroeconomic conditions, including the resulting effects on the level of coupon and trade promotion spending by CPGs and spending by consumers;

•

the impact of competitors or competitive products and services, and our ability to compete in the digital promotions market;

•

our ability to obtain and increase the number of high quality coupons;

•

changes in consumer behavior with respect to digital promotions and how consumers access digital coupons and our ability to develop applications that are widely accepted and generate revenues;

•

the costs of investing, maintaining and enhancing our technology infrastructure;

•

the costs of developing new products and solutions and enhancements to our platform;

•

our ability to manage our growth, including scaling Retailer iQ, developing and deploying Quotient Insights, and growing QMX;

•

the success of our sales and marketing efforts;

•

the costs of acquiring new companies which we anticipate will help us grow our business;

•

the costs of successfully integrating acquired companies and employees into our operations, including cost related to the integration of Crisp Media;

•

government regulation of e-commerce and m-commerce and requirements to comply with security and privacy laws and regulations affecting our business, and changes in government regulation affecting our business or our becoming subject to new government regulation;

•

our ability to deal effectively with fraudulent transactions or customer disputes;

•

the attraction and retention of qualified employees and key personnel, which can be affected by changes in U.S. immigration policies;

•

the effectiveness of our internal controls; and

•

changes in accounting rules, tax laws or interpretations thereof.

The effects of these factors individually or in combination could cause our quarterly and annual operating results to fluctuate, and affect our ability to forecast those results and our ability to achieve those forecasts. As a result, comparing our operating results on a period-to-period basis may not be meaningful. You should not rely on our past results as an indication of our future performance. This variability and unpredictability could also result in our failing to meet the expectations of our investors or financial analysts for any period. We may release guidance in our quarterly earnings conference calls, quarterly earnings releases, or otherwise, based on predictions of our management, which are necessarily uncertain in nature. Our guidance may vary materially from actual results. If our revenue or operating results, or the rate of growth of our revenue or operating results, fall below the expectations of our investors or financial analysts, or below any forecasts or guidance we may provide to the market, or if the forecasts we provide to the market are below the expectations of analysts or investors, the price of our common stock could decline substantially. Such a stock price decline could occur even when we have met our own or other publicly stated revenue or earnings forecasts. Our failure to meet our own or other publicly stated revenue or earnings forecasts, or even when we meet our own forecasts but fall short of analyst or investor expectations, could cause our stock price to decline and expose us to costly lawsuits, including securities class action suits. Such litigation against us could impose substantial costs and divert our management’s attention and resources.

If the distribution fees that we pay as a percentage of our revenues increase, our gross profit and business will be harmed.

When we deliver a digital coupon on a retailer’s website or mobile app or through its loyalty program, or the website or mobile app of a publisher, or through our Retailer iQ platform, and the consumer takes certain actions, we pay a distribution fee to the retailer or other publisher, which, in some cases may be prepaid prior to being incurred. Such fees have increased as a percentage of our revenues in recent periods. If such fees as a percentage of our revenues continue to increase, our cost of revenues as a percentage of revenues could increase and our operating results would be adversely affected. Additionally, if the adoption and usage of Retailer iQ does not meet projections, certain prepaid distribution fees with some of the retailers will not be recoverable and the distribution fee will increase as a percentage of revenue. During the third quarter of 2016, we recorded a one-time charge associated with certain distribution fees under an arrangement with a retailer partner that were deemed unrecoverable. We considered various factors in our assessment including our historical experience with the transaction volumes through the retailer and comparative retailers, ongoing communications with the retailer to increase its marketing efforts to promote the digital platform, as well as the projected revenues, and associated revenue share payments. Accordingly, during the third quarter of 2016, we recognized a loss of $7.4 million related to such distribution fee arrangement. At June 30, 2017 we had no prepaid non-refundable payments with our Retailer iQ partners. At December 31, 2016, we had $0.2 million prepaid non-refundable payments with some of our Retailer iQ partners.

If we fail to maintain and expand the use by consumers of digital coupons on our platform, our revenues and business will be harmed.

We must continue to maintain and expand the use by consumers of digital coupons in order to increase the attractiveness of our platform to CPGs and retailers and to increase revenues and achieve profitability. If consumers do not perceive that we offer a broad selection of personalized and high quality digital coupons, or that the usage of digital coupons is easy and convenient through our platform, we may not be able to attract or retain consumers on our platform. For instance, we are retiring our coupon printing software and if consumers who use that software do not move to our upgraded print solution or other products or their transition to our other products is slower than anticipated, our revenues could be adversely affected. Further, if there is increased competition for the trade promotions and marketing budgets of CPGs and retailers, the result could be increased pricing pressure. If we are unable to maintain and expand the use by consumers of digital coupons on our platform, including through our software-free print solution, updated Coupons.com mobile application and Shopmium cash back application, and do so to a greater extent than our competitors, CPGs may find that offering digital promotions on our platform does not reach consumers with the scale and effectiveness that is compelling to them. Likewise, if retailers find that using our platform, including Retailer iQ, does not increase sales of the promoted products and consumer loyalty to the retailer to the extent they expect, then the revenues we generate may not increase to the extent we expect or may decrease. Any of these would adversely affect our operating results.

If we are not successful in respondin g to changes in consumer behavior and do not develop products and solutions that are widely accepted and generate revenues, our results of operations and business could be adversely affected.

The methods by which consumers access digital coupons are varied and evolving. Our platform has been designed to engage consumers at the critical moments when they are choosing the products they will buy and where they will shop. Consumers can select our digital coupons both online through web and mobile and in-store. In order for us to maintain and increase our revenues, we must be a leading provider of digital coupons in each of the forms by which consumers access them. As consumer behavior in accessing digital coupons changes and new distribution channels emerge, if we do not successfully respond and do not develop products or solutions that are widely accepted and generate revenues we may be unable to retain consumers or attract new consumers and as a result, CPGs and retailers, and our business may suffer. As another example, we are seeing a transition from digital print coupons to digital paperless coupons. If we do not manage this transition and digital print transactions decline faster than digital paperless transactions increase, our revenues may be harmed.

Consumers are increasingly using mobile devices to access our content, and if we are unsuccessful in expanding the capabilities of our digital coupon solutions for our mobile platforms to allow us to generate net revenues as effectively as our website platforms, our net revenues could decline.

Web usage and the consumption of digital content are increasingly shifting from desktop to mobile platforms such as smartphones. The growth of our business depends in part on our ability to drive engagement, activation and shopping behavior for our retailers and CPGs through these new mobile channels. Our success on mobile platforms will be dependent on our interoperability with popular mobile operating systems that we do not control, such as Android, iOS and Windows Mobile, and any changes in such systems that degrade our functionality, ease of convenience or that give preferential treatment to competitive services could adversely affect usage of our services through mobile devices.

Further, to deliver high quality mobile offerings, it is important that our platform integrates with a range of other mobile technologies, systems, networks and standards that we do not control. We may not be successful in developing relationships with key participants in the mobile industry or in developing products that operate effectively with these technologies, systems, networks or standards. If we fail to achieve success with our mobile applications and mobile website, or if we otherwise fail to deliver effective solutions to CPGs and retailers for mobile platforms and other emerging platforms, our ability to monetize these growth opportunities will be constrained, and our business, financial condition and operating results would be adversely affected.

Our success on mobile platforms will also be dependent on our ability to develop features or products that will make our mobile platform attractive to, and drive engagement by, consumers. For example, we launched an updated Coupons.com mobile application in January 2017 providing enhanced functionality and features, however, there is no guarantee that consumers will adopt our new mobile application or that it will result in increased engagement. If we fail to develop such features or products after investing in their development, our ability to monetize these growth opportunities will be constrained, and our business, financial condition and operating results would be adversely affected.

We depend in part on third-party advertising agencies as intermediaries, and if we fail to develop and maintain these relationships, our business may be harmed.

A growing portion of our business is conducted indirectly with third-party advertising agencies acting on behalf of CPGs and retailers. Third-party advertising agencies are instrumental in assisting CPGs and retailers to plan and purchase media and promotions, and each third-party advertising agency generally allocates media and promotion spend from CPGs and retailers across numerous channels. We are still developing relationships with, and do not have exclusive relationships with, third-party advertising agencies and we depend in part on third-party agencies to work with us as they embark on marketing campaigns for CPGs and retailers. While in most cases we have developed relationships directly with CPGs and retailers, we nevertheless depend in part on third-party advertising agencies to present to their CPG and retailer clients the merits of our platform. Inaccurate descriptions of our platform by third-party advertising agencies, over whom we have no control, negative recommendations regarding use of our service offerings or failure to mention our platform at all could hurt our business. In addition, if a third-party advertising agency is disappointed with our platform on a particular campaign or generally, we risk losing the business of the CPG or retailer for whom the campaign was run, and of other CPGs and retailers represented by that agency. Since many third-party advertising agencies are affiliated with other third-party agencies in a larger corporate structure, if we fail to develop and maintain good relations with one third-party advertising agency in such an organization, we may lose business from the affiliated third-party advertising agencies as well.

Our sales could be adversely impacted by i ndustry changes relating to the use of third-party advertising agencies. For example, if CPGs or retailers seek to bring their campaigns in-house rather than using an agency, we would need to develop direct relationships with the CPGs or retailers, which w e might not be able to do and which could increase our sales and marketing expenses. Moreover, to the extent that we do not have a direct relationship with CPGs or retailers, the value we provide to CPGs and retailers may be attributed to the third-party a dvertising agency rather than to us, further limiting our ability to develop long-term relationships directly with CPG and retailers. CPGs and retailers may move from one third-party advertising agency to another, and we may lose the underlying business. T he presence of third-party advertising agencies as intermediaries between us and the CPGs and retailers thus creates a challenge to building our own brand awareness and affinity with the CPGs and retailers that are the ultimate source of our revenues. In a ddition, third-party advertising agencies conducting business with us may offer their own digital promotion solutions. As such, these third-party advertising agencies are, or may become, our competitors. If they further develop their own capabilities they may be more likely to offer their own solutions to advertisers, and our ability to compete effectively could be significantly compromised and our business, financial condition and operating results could be adversely affected.

Competition presents an ongoing threat to the success of our business.

We expect competition in digital promotions to continue to increase. The market for digital promotions is competitive, fragmented and rapidly changing. We compete against a variety of companies with respect to different aspects of our business, including:

•

traditional offline coupon and discount services, as well as newspapers, magazines and other traditional media companies that provide coupon promotions and discounts on products and services in free standing inserts or other forms, including Valassis Communications, Inc., News America Marketing Interactive, Inc. and Catalina Marketing Corporation;

•

providers of digital coupons such as Valassis’ Redplum.com, Catalina Marketing Corporation’s Cellfire, News America Marketing’s SmartSource., Inmar, You Technology, and companies that offer coupon codes such as RetailMeNot, Inc., Groupon, Inc., Exponential Interactive, Inc.’s TechBargains.com, Savings.com, Inc and Ebates Performance Marketing, Inc., companies that offer cash back solutions such as iBotta, Inc., and News America Marketing’s Checkout 51, and companies providing other e-commerce based services that allow consumers to obtain direct or indirect discounts on purchases;

•

Internet sites and blogs that are focused on specific communities or interests that offer coupons or discount arrangements related to such communities or interests;

•

companies offering online and marketing services to retailers and CPGs, such as MyWebGrocer, Inc. and Flipp Corp.; and

•

companies offering media services, such as Triad Media Inc. and Rich Relevance, Inc.

We believe the principal factors that generally determine a company’s competitive advantage in our market include the following:

•

scale and effectiveness of reach in connecting CPGs and retailers to consumers in a digital manner, through web, mobile and other online properties;

•

ability to attract consumers to use digital coupons delivered by it;

•

platform security, scalability, reliability and availability;

•

number of channels by which a company engages with consumers;

•

integration of products and solutions;

•

rapid deployment of products and services for customers;

•

breadth, quality and relevance of the Company’s digital coupons;

•

ability to deliver high quality and increasing number of digital coupons that are widely available and easy to use in consumers’ preferred form;

•

integration with retailer applications and point of sales systems;

•

brand recognition and reputation;

•

quality of tools, reporting and anal ytics for planning, development and optimization of promotions; and

•

breadth and expertise of the Company’s sales organization.

We are subject to competition from large, well-established companies which have significantly greater financial, marketing and other resources than we do and have offerings that compete with our platform or may choose to offer digital promotions as an add-on to their core business on their own or in partnership with one of our competitors that would directly compete with ours. Many of our larger actual and potential competitors have the resources to significantly change the nature of the digital promotions industry to their advantage, which could materially disadvantage us. For example, Google, Yahoo!, Microsoft and Facebook and online retailers such as Amazon have highly trafficked industry platforms which they have leveraged, or could leverage, to distribute digital coupons or other digital promotions that could negatively affect our business. In addition, these potential competitors may be able to respond more quickly than we can to new or emerging technologies and changes in consumer habits. These competitors may engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressive pricing policies, which may allow them to attract more consumers and, as a result, more CPGs and retailers, or generate revenues more effectively than we do. Our competitors may offer digital coupons that are similar to the digital coupons we offer or that achieve greater market acceptance than those we offer. We are also subject to competition from smaller companies that launch similar or new products and services that we do not offer and that could gain market acceptance.

Our success depends on the effectiveness of our platform in connecting CPGs and retailers with consumers and with attracting consumer use of the digital coupons delivered through our platform. To the extent we fail to provide digital coupons for high quality, relevant products, or otherwise fail to successfully reach consumers on their mobile device or elsewhere, consumers may become dissatisfied with our platform and decide not to use our digital coupons and elect to use the digital coupons distributed by one of our competitors. As a result of these factors, our CPGs and retailers may not receive the benefits they expect, and CPGs may use the offerings of one of our competitors, and retailers may elect to handle coupons themselves or exclude us from integrating with their in-store and point of sale systems or consumer channels, and our operating results would be adversely affected. Similarly, if retailers elect to use a competitive distribution network or platform, and we do not have, or fail to maintain, an agreement to distribute content through that network or platform, CPGs may elect to provide digital coupons directly to that network or platform, instead of through our platform. If retailers and CPGs require our platform to integrate with competitive offerings instead of using our products, we could lose some of our competitive advantage and our business could be harmed.

We also face significant competition for trade promotion and marketing spending. We compete against online and mobile businesses, including those referenced above, and traditional advertising outlets, such as television, radio and print, for trade promotion and marketing spending. In order to grow our revenues and improve our operating results, we must increase our share of CPG spending on digital coupons and media relative to traditional sources and relative to our competitors, many of whom are larger companies that offer more traditional and widely accepted media products.

We also directly and indirectly compete with retailers for consumer traffic. Many retailers market and offer their own digital coupons directly to consumers using their own websites, email newsletters and alerts, mobile applications and social media channels. Additionally, some retailers also market and offer their own digital coupons directly to consumers using our platform for which we earn no revenue. Our retailers could be more successful than we are at marketing their own digital coupons and could decide to terminate their relationship with us.

We may face competition from companies we do not yet know about. If existing or new companies develop, market or offer competitive digital coupon solutions, acquire one of our existing competitors or form a strategic alliance with one of our competitors, our ability to compete effectively could be significantly compromised and our operating results could be harmed.

Indemnity provisions in various agreements potentially expose us to substantial liability for intellectual property infringement and other losses.

Our agreements with CPGs, retailers and other third parties may include indemnification provisions under which we agree to indemnify them for losses suffered or incurred as a result of claims of intellectual property infringement or other liabilities relating to or arising from our products, services or other contractual obligations. The term of these indemnity provisions generally survives termination or expiration of the applicable agreement. Large indemnity payments could harm our business.

Acquisitions , joint ventures and strategic investments could result in operating difficulties, dilution and other harmful consequences.

We expect to evaluate and consider a wide array of potential strategic transactions, including acquisitions and dispositions of businesses, joint ventures, technologies, services, products and other assets and strategic investments. At any given time, we may be engaged in discussions or negotiations with respect to one or more of these types of transactions. Any of these transactions could be material to our financial condition and results of operations. We have limited experience managing acquisitions and integrating acquired businesses and our ability to successfully integrate acquisitions is unproven. The process of integrating any acquired business may create unforeseen operating difficulties and expenditures and is itself risky. The areas where we may face difficulties include:

•

expected and unexpected costs incurred in identifying and pursuing strategic transactions and performing due diligence regarding potential strategic transactions that may or may not be successful;

•

failure of an acquired company to achieve anticipated revenue, earnings, cash flows or other desired technological and business goals;

•

effectiveness of our due diligence review and our ability to evaluate the results of such due diligence are dependent upon the accuracy and completeness of statements and disclosures made by the acquired company;

•

diversion of management time, as well as a shift of focus from operating the businesses to issues related to integration and administration;

•

the need to integrate the acquired company’s accounting, management, information, human resource and other administrative systems to permit effective management, and the lack of control if such integration is delayed or not implemented;

•

retention of key employees from the acquired company and cultural challenges associated with integrating employees from the acquired company into our organization;

•

the need to implement or improve controls, procedures and policies appropriate for a public company at companies that prior to acquisition had lacked such controls, procedures and policies;

•

in some cases, the need to transition operations and customers onto our existing platforms;

•

liability for activities of the acquired company before the acquisition, including violations of laws, rules and regulations, commercial disputes, tax liabilities and other known and unknown liabilities;

•

write-offs or charges; and

•

litigation or other claims in connection with the acquired company, including claims from terminated employees, users, former stockholders or other third parties and intellectual property infringement claims.

For example, we have acquired businesses whose technologies are new to us and with which we did not have significant experience. We have made and are making investments of resources to support such acquisitions, which will result in ongoing operating expenses and may divert resources and management attention from other areas of our business. We cannot assure you that these investments and the integration of these acquisitions will be successful. If we fail to successfully integrate the companies we acquire, we may not realize the benefits expected from the transaction and our business may be harmed.

Our failure to address these risks or other problems encountered in connection with our past or future acquisitions and investments could cause us to fail to realize the anticipated benefits of any or all of our acquisitions or joint ventures, or we may not realize them in the time frame expected or cause us to incur unanticipated liabilities, and harm our business. Future acquisitions or joint ventures may require us to issue dilutive additional equity securities, spend a substantial portion of our available cash, incur debt or contingent liabilities, amortize expenses related to intangible assets or incur incremental operating expenses or write-offs of goodwill or impaired acquired intangible assets, which could adversely affect our results of operations and harm our business.

If we fail to effectively manage our growth, our business and financial performance may suffer.

We have significantly expanded our operations and anticipate expanding further to pursue our growth strategy. Such expansion increases the complexity of our business and places significant demands on our management, operations, technical performance, financial resources and internal control over financial reporting functions. Continued growth could strain our ability to deliver digital coupons and media on our platform, develop and improve our operational, financial, legal

and management controls, and enhance our reporting systems and procedures. Failure to manage our expansion may limit our growth, dam age our reputation and negatively affect our financial performance and harm our business.

To effectively manage this growth, we will need to continue to improve our operational, financial and management controls, and our reporting systems and procedures. If we do not effectively manage the growth of our business and operations the scalability of our business could suffer.

Our current and planned personnel, systems, procedures and controls may not be adequate to support and effectively manage our future operations. We may not be able to hire, train, retain, motivate and manage required personnel. As we continue to grow, we must effectively integrate, develop and motivate a large number of new employees. We intend to continue to expand our research and development, sales and marketing, and general and administrative organizations, and over time, expand our international operations. To attract top talent, we have had to offer, and believe we will need to continue to offer, highly competitive compensation packages before we can validate the productivity of those employees. If we fail to effectively manage our hiring needs and successfully integrate our new hires, our efficiency and ability to meet our forecasts and our employee morale, productivity and retention could suffer, and our business and operating results could be adversely affected.

Providing our products and services to our CPGs, retailers and consumers is costly and we expect our expenses to continue to increase in the future as we grow our business with existing and new CPGs and retailers and develop new products and services that require enhancements to our technology infrastructure. In addition, our operating expenses, such as our sales, marketing and engineering expenses are expected to continue to grow to support our anticipated future growth. As a result of the requirements of being a public company we incur significant legal, accounting and other expenses. Our expenses may grow faster than our revenues, and our expenses may be greater than we anticipate. Managing our growth will require significant expenditures and allocation of valuable management resources. If we fail to achieve the necessary level of efficiency in our organization as it grows, our business, operating results and financial condition would be harmed.

If we do not effectively grow and train our sales and media teams, we may be unable to grow our business with CPGs and retailers and our business will be adversely affected.

We continue to be dependent on our sales and media teams to obtain new CPGs and retailers and to drive sales from our existing CPGs and retailers. We believe that there is significant competition for sales and media personnel with the skills and technical knowledge that we require. Our ability to achieve significant revenue growth will depend, in large part, on our success in recruiting, training, integrating and retaining sufficient numbers of sales and media personnel to support our growth. New hires require significant training and it may take time before they achieve full productivity. Our recent hires and planned hires may not become productive as quickly as we expect, and we may be unable to hire or retain sufficient numbers of qualified individuals in the markets where we do business or plan to do business. In addition, if we continue to grow rapidly, a large percentage of our sales and media teams will be new to the Company and our solution. If we are unable to hire and train sufficient numbers of effective sales and media personnel, or the sales and media personnel are not successful in obtaining new CPGs and retailers or increasing sales to our existing CPGs and retailers, our business will be adversely affected.

Our sales cycle with new CPGs and retailers is long and unpredictable and may require us to incur expenses before executing a customer agreement, which makes it difficult to project when, if at all, we will obtain new CPGs and retailers and when we will generate additional revenues from those customers.

We market our services and products directly to CPGs and retailers. New CPG and retailer relationships typically take time to obtain and finalize. A significant time period may pass between selection of our services and products by key decision-makers and the signing of a contract. The length of time between the initial sales call and the realization of a final contract is difficult to predict. As a result, it is difficult to predict when we will obtain new CPGs and retailers and when performance and delivery of services will be initiated with these potential CPGs and retailers. As part of our sales cycle, we may incur significant expenses before executing a definitive agreement with a prospective CPG or retailer and before we are able to generate any revenues from such agreement. If conditions in the marketplace generally or with a specific prospective CPG or retailer change negatively, it is possible that no definitive agreement will be executed, and we will be unable to recover any expenses incurred before a definitive agreement is executed, which would in turn have an adverse effect on our business, financial condition and results of operations.

The success and scale of Retailer iQ depends, in part, on the level of commitment and support by retailers.

If retailers do not commit sufficient time, resources and funds towards the marketing of their digital promotions and programs on Retailer iQ, the growth and scale of Retailer iQ and its penetration into the consumer market will be adversely affected. Further, the successful implementation of Retailer iQ requires integration with a retailer’s point of sales system, loyalty programs and consumer channels. These integration efforts require time and effort from both the retailer and ourselves, which also involves our working with third-party systems and solutions, some of whom may be our competitors. We may not be able to integrate and launch Retailer iQ with a retailer’s systems in a timely and efficient manner. If we are unable to successfully implement Retailer iQ, which includes increased consumer adoption of Retailer iQ, or it is not adopted, marketed and supported with sufficient resources by retailers, the success and scale of Retailer iQ will be adversely affected, impacting the recoverability of certain prepaid non-refundable payments with some of our retail partners and our revenues and business may suffer.

Our business depends on our ability to maintain and scale the network infrastructure necessary to operate our platform, including our websites, mobile applications and Retailer iQ platform, and any significant disruption in service could result in a loss of CPGs, retailers and consumers.

We deliver digital coupons via our platform, including over our websites and mobile applications, as well as through those of our CPGs and retailers and our publishers and other third parties. Our reputation and ability to acquire, retain and serve CPGs and retailers, as well as consumers who use digital coupons or view media on our platform are dependent upon the reliable performance of our platform. As the number of our CPG customers, retailers and consumers and the number of digital promotions and information shared through our platform continue to grow, we will need an increasing amount of network capacity and computing power. Our technology infrastructure is hosted across two data centers in co-location facilities in California and Nevada. In addition, we use two other co-location facilities in California and Virginia to host our Retailer iQ platform. We have spent and expect to continue to spend substantial amounts in our data centers and equipment and related network infrastructure to handle the traffic on our platform. The operation of these systems is expensive and complex and could result in operational failures. In the event that the number of transactions or the amount of traffic on our platform grows more quickly than anticipated, we may be required to incur significant additional costs. Interruptions in these systems or service disruptions, whether due to system failures, computer viruses or physical or electronic break-ins, could affect the security or availability of our websites and platform, and prevent CPGs, retailers or consumers from accessing our platform. A substantial portion of our network infrastructure is hosted by third-party providers. Any disruption in these services or any failure of these providers to handle existing or increased traffic could significantly harm our business. Any financial or other difficulties these providers face may adversely affect our business, and we exercise little control over these providers, which increases our vulnerability to problems with the services they provide. If we do not maintain or expand our network infrastructure successfully or if we experience operational failures, we could lose current and potential CPGs and retailers and consumers, which could harm our operating results and financial condition.

If our websites or those of our publishers fail to rank prominently in unpaid search results from search engines like Google, Yahoo! and Bing, traffic to our websites could decline and our business would be adversely affected.

Our success depends in part on our ability to attract consumers through unpaid Internet search results on search engines like Google, Yahoo! and Bing. The number of consumers we attract to our websites from search engines is due in large part to how and where our websites rank in unpaid search results. These rankings can be affected by a number of factors, many of which are not in our direct control, and they may change frequently. For example, major search engines frequently modify their ranking algorithms, methodologies or design layouts. As a result, links to our websites may not be prominent enough to drive traffic to our websites or we may receive less favorable placement which could reduce traffic to our website, and we may not know how or otherwise be in a position to influence the results. In some instances, search engine companies may change these rankings in order to promote their own competing products or services or the products or services of one or more of our competitors. Our websites have experienced fluctuations in search result rankings in the past, and we anticipate fluctuations in the future. For example, the search result rankings of our websites have fallen relative to the same time last year. In addition, websites must comply with search engine guidelines and policies. These guidelines and policies are complex and may change at any time. If we fail to follow such guidelines and policies properly, search engines may rank our content lower in search results or could remove our content altogether from their index. Any reduction in the number of consumers directed to our websites could reduce the effectiveness of our coupon codes for specialty retailers and digital promotions for CPGs and retailers and could adversely impact our business and results of operations.

If we fail to continue to obtain and increase the number of hig h quality coupons through our platform, our revenue growth or our revenues may be harmed.

We generally generate revenues as consumers select, or activate, a digital coupon through our platform. Our business model depends upon the availability of high quality and increasing number of digital coupons. CPGs and retailers have a variety of channels through which to promote their products and services. If CPGs and retailers elect to distribute their digital coupons through other channels or not to promote digital coupons at all, or if our competitors are willing to accept lower prices than we are, our ability to obtain high quality digital coupons available on our platform may be impeded and our business, financial condition and operating results will be adversely affected. If we cannot maintain sufficient digital coupons inventory to offer through our platform, consumers may perceive our service as less relevant, consumer traffic to our websites and those of our publishers will decline and, as a result, CPGs and retailers may decrease their use of our platform to deliver digital coupons and our revenue growth or revenues may be harmed.

Our business relies in part on electronic messaging, including emails and SMS text messages, and any technical, legal or other restrictions on the sending of electronic messages or an inability to timely deliver such communications could harm our business.

Our business is in part dependent upon electronic messaging. We provide emails, mobile alerts and other messages to consumers informing them of the digital coupons on our websites, and we believe these communications help generate a significant portion of our revenues. We also use electronic messaging, in part, as part of the consumer sign-up and verification process. Because electronic messaging services are important to our business, if we are unable to successfully deliver electronic messages to consumers, if there are legal restrictions on delivering these messages to consumers, or if consumers do not or cannot open our messages, our revenues and profitability could be adversely affected. Changes in how webmail applications or other email management tools organize and prioritize email may result in our emails being delivered or routed to a less prominent location in a consumer’s inbox or viewed as “spam” by consumers and may reduce the likelihood of that consumer opening our emails. Actions taken by third parties that block, impose restrictions on or charge for the delivery of electronic messages could also harm our business. From time to time, Internet service providers or other third parties may block bulk email transmissions or otherwise experience technical difficulties that result in our inability to successfully deliver emails or other messages to consumers.

Changes in laws or regulations, or changes in interpretations of existing laws or regulations, including the Telephone Consumer Protection Act, or TCPA, in the United States and laws regarding commercial electronic messaging in other jurisdictions, that would limit our ability to send such communications or impose additional requirements upon us in connection with sending such communications could also adversely impact our business. For example, the Federal Communications Commission amended certain of its regulations under the TCPA in recent years in a manner that could increase our exposure to liability for certain types of telephonic communication with customers, including but not limited to text messages to mobile phones. Under the TCPA, plaintiffs may seek actual monetary loss or statutory damages of $500 per violation, whichever is greater, and courts may treble the damage award for willful or knowing violations. Given the enormous number of communications we send to consumers, a determination that there have been violations of the TCPA or other communications-based statutes could expose us to significant damage awards that could, individually or in the aggregate, materially harm our business.

We also rely on social networking messaging services to send communications. Changes to these social networking services’ terms of use or terms of service that limit promotional communications, restrictions that would limit our ability or our customers’ ability to send communications through their services, disruptions or downtime experienced by these social networking services or reductions in the use of or engagement with social networking services by customers and potential customers could also harm our business.

We rely on a third-party service for the delivery of daily emails and other forms of electronic communication, and delay or errors in the delivery of such emails or other messaging we send may occur and be beyond our control, which could damage our reputation or harm our business, financial condition and operating results. If we were unable to use our current electronic messaging services, alternate services are available; however, we believe our sales could be impacted for some period as we transition to a new provider, and the new provider may be unable to provide equivalent or satisfactory electronic messaging service. Any disruption or restriction on the distribution of our electronic messages, termination or disruption of our relationship with our messaging service providers, including our third-party service that delivers our daily emails, or any increase in our costs associated with our email and other messaging activities could harm our business.

We are dependent on technology systems and electronic communications networks that are supplied and managed by third par ties, which could result in our inability to prevent or respond to disruptions in our services.

Our ability to provide services to consumers depends on our ability to communicate with CPGs, retailers and customers through the public Internet and electronic networks that are owned and operated by third parties. Our products and services also depend on the ability of our users to access the public Internet. In addition, in order to provide services promptly, our computer equipment and network servers must be functional 24 hours per day, which requires access to telecommunications facilities managed by third parties and the availability of electricity, which we do not control. A severe disruption of one or more of these networks, including as a result of utility or third-party system interruptions, could impair our ability to process information, which could impede our ability to provide digital promotions to consumers, harm our reputation, result in a loss of customers or CPGs and retailers and adversely affect our business and operating results.

If our security measures are compromised, or if our platform is subject to attacks that degrade or deny the ability of consumers to access our content, CPGs, retailers and consumers may curtail or stop using our platform.

We deliver digital coupons via our platform and we collect and maintain data about consumers, including personally identifiable information, as well as other confidential or proprietary information. Like all businesses that use computer systems and the Internet, our security measures, and those of our third-party service providers, may not detect or prevent all attempts to hack our systems, denial-of-service attacks, viruses, malicious software, break-ins, phishing attacks, social engineering, security breaches or other attacks and similar disruptions that may jeopardize the security of information stored in or transmitted by our systems or solutions or that we or our third-party service providers otherwise maintain, including payment systems, any of which could lead to interruptions, delays, or website shutdowns, causing loss of critical data or the unauthorized disclosure or use of personally identifiable or other confidential information, or subject us to fines or higher transaction fees or limit or result in the termination of our access to certain payment methods. If we experience compromises to our security that result in performance or availability problems, the complete shutdown of one or more of our websites and mobile applications or the loss or unauthorized disclosure of confidential information, CPGs, retailers, and consumers may lose trust and confidence in us and decrease their use of our platform or stop using our platform entirely.

Because the techniques used to obtain unauthorized access, disable or degrade service or sabotage systems change frequently, often are not recognized until launched against a target and may originate from less regulated or remote areas around the world, we may be unable to proactively address these techniques or to implement adequate preventative measures. In addition, consumer information including email addresses, phone numbers and data on consumer usage of our websites and mobile applications could be hacked, hijacked, altered or otherwise claimed or controlled by unauthorized persons. Security breaches can also occur as a result of non-technical issues, including intentional or inadvertent breaches by our employees or by persons with whom we have commercial relationships. Any or all of these issues could negatively impact our reputation and our ability to attract and retain CPGs and retailers as well as consumers or could reduce the frequency with which our platform is used, cause existing or potential CPG or retailer customers to cancel their contracts or subject us to third-party lawsuits, regulatory fines or other action or liability, thereby harming our results of operations.

Failure to deal effectively with fraudulent or other improper transactions could harm our business.

Digital coupons are issued in the form of redeemable coupons or coupon codes with unique identifiers. It is possible that third parties may create counterfeit digital coupons or coupon codes or exceed print or use limits in order to fraudulently or improperly claim discounts or credits for redemption. While we use advanced anti-fraud technologies, it is possible that individuals will circumvent our anti-fraud systems using increasingly sophisticated methods or methods that our anti-fraud systems are not able to counteract. Further, we may not detect any of these unauthorized activities in a timely manner. Third parties who succeed in circumventing our anti-fraud systems may sell the fraudulent or fraudulently obtained digital coupons on social networks, which would damage our brand and relationships with CPGs and harm our business. Legal measures we take or attempt to take against these third parties may be costly and may not be ultimately successful. In addition, our service could be subject to employee fraud or other internal security breaches, and we may be required to reimburse CPGs and retailers for any funds stolen or revenues lost as a result of such breaches. Our CPGs and retailers could also request reimbursement, or stop using digital coupons, if they are affected by buyer fraud or other types of fraud. We may incur significant losses from fraud and counterfeit digital coupons. If our anti-fraud technical and legal measures do not succeed, our business will suffer.

Factors adv ersely affecting performance marketing programs and our relationships with performance marketing networks and brand partners, or the termination of these relationships, may adversely affect our ability to attract and retain merchants and our coupon codes b usiness.

A portion of our business is based upon consumers using coupon codes in connection with the purchase of goods or services. The commissions we earn for coupon codes accessed through our platform are tracked by performance marketing networks. Third-party performance marketing networks provide publishers with affiliate tracking links that allow for revenues to be attributed to publishers. When a consumer executes a purchase on a publisher’s website as a result of a performance marketing program, most performance marketing conversion tracking tools credit the most recent link or ad clicked by the consumer prior to that purchase. This practice is generally known as “last-click attribution.” We generate revenues through transactions for which we receive last-click attribution. Risks that may adversely affect our performance marketing programs and our relationships with performance marketing networks include the following, some of which are outside our control:

•

we may not be able to adapt to changes in the way in which CPGs and merchants attribute credit to us in their performance marketing programs, whether it be “first-click attribution” or “multichannel attribution,” which applies weighted values to each of a retailer’s advertisements and tracks how each of those advertisements contributed to a purchase, or otherwise;

•

we may not receive revenue if consumers make purchases from their mobile devices as many retailers currently do not recognize affiliate tracking links on their mobile-optimized websites or applications, and tracking mechanisms on mobile websites or applications may not function to allow retailers to properly attribute sales to us;

•

we may not generate revenue if consumers use mobile devices for shopping research but make purchases using coupon codes found on our sites in ways where we do not get credit;

•

refund rates for products delivered on merchant sites may be greater than we estimate;

•

performance marketing networks may not provide accurate and timely reporting on which we rely, we could fail to properly recognize and report revenues and misstate financial reports, projections and budgets and misdirect our advertising, marketing and other operating efforts for a portion of our business;

•

we primarily rely on a small number of performance marketing networks in non-exclusive arrangements, the loss of which could adversely affect our coupon codes business;

•

we primarily rely, in connection with our search engine marketing business, on a small number of brand partners which work with us in non-exclusive arrangements, the loss of which could adversely affect our coupon codes business;

•

industry changes relating to the use of performance marketing networks could adversely impact our commission revenues;

•

to the extent performance marketing networks serve as intermediaries between us and merchants, it may create challenges to building our own brand awareness and affinity with merchants, and the termination of our relationship with the performance marketing networks would terminate our ability to receive payments from merchants we service through that network; and

•

performance marketing networks may compete with us.

Our business is subject to complex and evolving laws, regulations and industry standards, and unfavorable interpretations of, or changes in, or failure by us to comply with these laws, regulations and industry standards could substantially harm our business and results of operations.

We are subject to a variety of federal, state, local and municipal laws, regulations and industry standards that relate to privacy, electronic communications, data protection, intellectual property, e-commerce, competition, price discrimination, consumer protection, taxation, and the use of promotions. Many of these laws, regulations, and standards are still evolving and being tested in courts and industry standards are still developing. Our business, including our ability to operate and expand, could be adversely affected if legislation, regulations or industry standards are adopted, interpreted or implemented in a manner that is inconsistent with our current business practices and that require changes to these practices or the design of our platform. Existing and future laws, regulations and industry standards could restrict our operations, and our ability to retain or increase our CPGs and retailers and consumers’ use of digital promotions delivered on our platform may be adversely affected and we may not be able to maintain or grow our revenues as anticipated.

If the use of third-party cookies i s rejected by Internet users, restricted by third parties outside of our control, or otherwise subject to unfavorable regulation, our performance could decline and we could lose customers and revenue.

We use small text files (referred to as "cookies"), placed through an Internet browser on an Internet user's computer and correspond to a data set that we keep on our servers, to gather important data to help deliver our solution. Certain of our cookies, including those that we predominantly use in delivering our solution, are known as "third-party" cookies because they are delivered where we do not have a direct relationship with the Internet user. Our cookies collect anonymous information, such as when an Internet user views an advertisement, clicks on an advertisement, or visits one of our advertisers' websites. On mobile devices, we may also obtain location based information about the user's device through our cookies. We use these cookies to achieve our customers' campaign goals, to ensure that the same Internet user does not unintentionally see the same media too frequently, to report aggregate information to our customers regarding the performance of their digital promotions and marketing campaigns, and to detect and prevent fraudulent activity throughout our network. We also use data from cookies to help us decide whether and how much to bid on an opportunity to place an advertisement in a certain Internet location and at a given time in front of a particular Internet user. A lack of data associated with or obtained from cookies may significantly detract from our ability to make decisions about which inventory to purchase for an advertiser's campaign and may undermine the effectiveness of our solution and harm our business.

Cookies may easily be deleted or blocked by Internet users. All of the most commonly used Internet browsers (including Chrome, Firefox, Internet Explorer, and Safari) allow Internet users to prevent cookies from being accepted by their browsers. Internet users can also delete cookies from their computers at any time. Some Internet users also download "ad blocking" software that prevents cookies from being stored on a user's computer. If more Internet users adopt these settings or delete their cookies more frequently than they currently do, our business could be harmed. In addition, the Safari browser blocks third-party cookies by default, the developers of the Firefox browser have announced that a future version of the Firefox browser will also block third-party cookies by default, and other browsers may do so in the future. Unless such default settings in browsers were altered by Internet users to permit the placement of third-party cookies, we would be able to set fewer of our cookies in users’ browsers, which could adversely affect our business. In addition, companies such as Google have publicly disclosed their intention to move away from cookies to another form of persistent unique identifier, or ID, to identify individual Internet users or Internet-connected devices in the bidding process on advertising exchanges. If companies do not use shared IDs across the entire ecosystem, this could have a negative impact on our ability to find the same anonymous user across different web properties, and reduce the effectiveness of our solution.

In addition, in the European Union, or EU, Directive 2009/136/EC, commonly referred to as the "Cookie Directive," directs EU member states to ensure that accessing information on an Internet user's computer, such as through a cookie, is allowed only if the Internet user has appropriately given his or her consent. We may experience challenges in obtaining appropriate consent to our use of cookies from consumers within the EU, which may affect our operating results and business in European markets, and we may not be able to develop or implement additional tools that compensate for the lack of data associated with cookies. Moreover, even if we are able to do so, such additional tools may be subject to further regulation, time consuming to develop or costly to obtain, and less effective than our current use of cookies.

Failure to comply with federal, state and international privacy, data protection, marketing and consumer protection laws, regulations and industry standards, or the expansion of current or the enactment or adoption of new privacy, data protection, marketing and consumer protection laws, regulations or industry standards, could adversely affect our business.

We are subject to a variety of federal, state and international laws, regulations and industry standards regarding privacy, data protection, data security, marketing and consumer protection, which address the collection, storing, sharing, using, processing, disclosure and protection of data relating to individuals, as well as the tracking of consumer behavior and other consumer data. Many of these laws, regulations and industry standards are changing and may be subject to differing interpretations, costly to comply with or inconsistent among countries and jurisdictions. For example, the Federal Trade Commission, or the FTC, expects companies like ours to comply with guidelines issued under the Federal Trade Commission Act that govern the collection, use, disclosure, and storage of consumer information, and establish principles relating to notice, consent, access and data integrity and security. The laws and regulations in many foreign countries relating to privacy, data protection, data security, marketing and consumer protection often are more restrictive than in the United States, and may in some cases be interpreted to have a greater scope. Additionally, the laws, regulations and industry standards, both foreign and domestic, relating to privacy, data protection, data security, marketing and consumer protection are dynamic and may be expanded or replaced by new laws, regulations or industry standards. We believe our policies and practices comply in all material respects with applicable privacy, data protection, data security, marketing and

consumer protection guidelines, laws and regulations. However, if our belief is incorrect, or if these guidelines, law s or regulations or their interpretation change or new legislation or regulations are enacted, we may be compelled to provide additional disclosures to our consumers, obtain additional consents from our consumers before collecting, using, or disclosing the ir information or implement new safeguards to help our consumers manage our use of their information, among other changes.

Various industry standards on privacy have been developed and are expected to continue to develop, which may be adopted by industry participants at any time. We are subject to the terms of our privacy policies and obligations to third parties relating to privacy, data protection and data security (including voluntary third-party certification bodies such as TRUSTe), including contractual obligations relating to privacy rights, data protection, data use and data security measures. Certain of our solutions, including Retailer iQ and Quotient Insights, depend in part on our ability to use data that we obtain in connection with our offerings, and our ability to use this data may be subject to restrictions in our commercial agreements and subject to the privacy policies of the entities which provide us with this data. Our failure to adhere to these third-party restrictions on data use may result in claims, proceedings or actions against us by our business counterparties or other parties, or other liabilities, including loss of business, reputational damage, and remediation costs, which could adversely affect our business.

We strive to comply with applicable laws, policies, contractual and other legal obligations and certain applicable industry standards of conduct relating to privacy, data security, data protection, marketing and consumer protection. However, these obligations and standards of conduct often are complex and difficult to comply with fully, and it is possible that these obligations and standards of conduct may be interpreted and applied in new ways and/or in a manner that is inconsistent with each other or that new laws, regulations or other obligations may be enacted. It is possible that our practices may be argued or held to conflict with applicable laws, policies, contractual or other legal obligations, or applicable industry standards of conduct relating to privacy, data security, data protection, marketing or consumer protection. Any failure, or perceived failure, by us to comply with our posted privacy policies or with any data-related consent orders, FTC, other regulatory requirements or orders or other federal, state or, as we continue to expand internationally, international privacy, data security, data protection, marketing or consumer protection-related laws, regulations, contractual obligations or self-regulatory principles or other industry standards could result in claims, proceedings or actions against us by governmental entities or others or other liabilities or could result in a loss of consumers using our digital coupons or loss of CPGs and retailers. Any of these circumstances could adversely affect our business. Further, if third parties we work with violate applicable laws, our policies or other privacy-related obligations, such violations may also put our consumers’ information at risk and could in turn have an adverse effect on our business.

With respect to personal data transfers from the European Economic Area, or EEA, we have in the past relied on adherence to the U.S. Department of Commerce’s Safe Harbor Privacy Principles and compliance with the U.S.-EU and U.S.-Swiss Safe Harbor Frameworks as agreed to and set forth by the U.S. Department of Commerce, and the EU and Switzerland, which established a means for legitimizing the transfer of personally identifiable information by U.S. companies doing business in Europe from the EEA to the U.S. As a result of an October 2015 decision of the European Union Court of Justice, or ECJ, the U.S.-EU Safe Harbor Framework is now deemed to be an invalid method of compliance with restrictions set forth in the Data Protection Directive (and member states’ implementations thereof) regarding the transfer of data outside of the EEA. U.S. and EU authorities reached a political agreement in February 2016 regarding a new means for legitimizing personal data transfers from the EEA to the U.S., the EU-U.S. Privacy Shield. It is unclear, however whether the EU-U.S. Privacy Shield will serve as an appropriate means for us to legitimize personal data transfers from the EEA to the U.S We have engaged in certain actions in an effort to legitimize our transfers of personal data from the EEA to the U.S., and we anticipate engaging in additional activities in an effort to do so going forward. We may continue to be unsuccessful in establishing legitimate means of transferring all personal data from the EEA, we may experience reluctance or refusal by European consumers, retailers or CPGs to continue to use our solutions due to the potential risk exposure to such individuals and organizations as a result of the ECJ ruling, and we and our CPG and retailer partners are at risk of enforcement actions taken by an EU data protection authority until we ensure that all applicable data transfers to us from the EEA are legitimized. In addition, legislators in the EU recently adopted the General Data Protection Regulation, or GDPR, a new regulation set to become effective in May 2018 that will supersede the 1995 EU Data Protection Directive, and include more stringent operational requirements for processors and controllers of personal data, including payment card information, and impose significant penalties for non-compliance. We may incur liabilities, expenses, costs, and other operational losses when the GDPR is effective and in connection with any measures we take to comply with it.

We expect that there will continue to be new proposed laws, regulations a nd industry standards concerning privacy, data protection and information security in the United States and other jurisdictions, and we cannot yet determine the impact such future laws, regulations and standards may have on our business. Future laws, regul ations, standards and other obligations could, for example, impair our ability to collect or use information that we utilize to provide targeted digital promotions and media to consumers, CPGs and retailers, thereby impairing our ability to maintain and gr ow our total customers and increase revenues. Future restrictions on the collection, use, sharing or disclosure of our users’ data or additional requirements for express or implied consent of users for the use and disclosure of such information could requi re us to modify our solutions, possibly in a material manner, and could limit our ability to develop new solutions and features. Any such new laws, regulations, other legal obligations or industry standards, or any changed interpretation of existing laws, regulations or other standards may require us to incur additional costs and restrict our business operations. If our measures fail to comply with current or future laws, regulations, policies, legal obligations or industry standards relating to privacy, d ata protection, data security, marketing or consumer protection, we may be subject to litigation, regulatory investigations, fines or other liabilities, as well as negative publicity and a potential loss of business. Moreover, if future laws, regulations, other legal obligations or industry standards, or any changed interpretations of the foregoing limit our users’ or CPGs’ or retailers’ ability to use and share personally identifiable information or our ability to store, process and share personally identi fiable information or other data, demand for our solutions could decrease, our costs could increase, our revenue growth could slow, and our business, financial condition and operating results could be harmed.

We may not be able to adequately protect our intellectual property rights

We regard our trademarks, service marks, copyrights, patents, trade dress, trade secrets, proprietary technology, and similar intellectual property as critical to our success.

We strive to protect our intellectual property rights in a number of jurisdictions, a process that is expensive and may not be successful or which we may not pursue in every location. We strive to protect our intellectual property rights by relying on federal, state and common law rights, contractual restrictions as well as rights provided under foreign laws. These laws are subject to change at any time and could further restrict our ability to protect our intellectual property rights.

We also may not be able to acquire or maintain appropriate domain names in all countries in which we do business. Furthermore, regulations governing domain names may not protect our trademarks and similar proprietary rights. We may be unable to prevent third parties from acquiring domain names that are similar to, infringe upon, or diminish the value of our trademarks and other proprietary rights.

We typically enter into confidentiality and invention assignment agreements with our employees and contractors, and confidentiality agreements with parties with whom we conduct business in order to limit access to, and disclosure and use of, our proprietary information. Also, from time to time, we make our intellectual property rights available to others under license agreements. However, these contractual arrangements and the other steps we have taken to protect our intellectual property may not prevent the misappropriation or disclosure of our proprietary information, infringement of our intellectual property rights or deter independent development of similar technologies by others and may not provide an adequate remedy in the event of such misappropriation or infringement. Third parties that license our proprietary rights also may take actions that diminish the value of our proprietary rights or reputation.

Obtaining and maintaining effective intellectual property rights is expensive, including the costs of defending our rights. Even where we have such rights, they may be later found to be unenforceable or have a limited scope of enforceability. We may not be able to discover or determine the extent of any unauthorized use of our proprietary rights. Litigation may be necessary to enforce our intellectual property rights, protect our respective trade secrets or determine the validity and scope of proprietary rights claimed by others. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs and diversion of management and technical resources, any of which could adversely affect our business and operating results. If we fail to maintain, protect and enhance our intellectual property rights, our business and operating results may be harmed.

We may be accused of infringing intellectual property rights of third parties.

Other parties also may claim that we infringe their proprietary rights. We have been subject to, and expect to continue to be subject to, claims and legal proceedings regarding alleged infringement by us of the intellectual property rights of third parties. Such claims, whether or not meritorious, may result in the expenditure of significant financial and managerial resources, injunctions against us, or the payment of damages, including to satisfy indemnification obligations. We may need to obtain licenses from third parties who allege that we have infringed their rights, but such licenses may not be available on terms acceptable to us or at all. In addition, we may not be able to obtain or utilize on terms that are favorable to us, or at all, licenses or other rights with respect to intellectual property we do not own. These risks have been amplified by the increase in third parties whose sole or primary business is to assert such claims.

We may be unable to continue to use the domain names that we use in our business, or prevent third parties from acquiring and using domain names that infringe on, are similar to, or otherwise decrease the value of our brand or our trademarks or service marks.

We may lose significant brand equity in our “Coupons.com” domain name, our “Quotient.com” domain name, and other valuable domain names. If we lose the ability to use a domain name, whether due to trademark claims, failure to renew an applicable registration, or any other cause, we may be forced to market our products under new domain names, which could cause us substantial harm, or to incur significant expense in order to purchase rights to the domain names in question. In addition, our competitors and others could attempt to capitalize on our brand recognition by using domain names similar to ours. We also may not be able to acquire or maintain appropriate domain names or trademarks in all countries in which we do business. Domain names similar to ours have been registered in the United States and elsewhere. We may be unable to prevent third parties from acquiring and using domain names that infringe on, are similar to, or otherwise decrease the value of our brand or our trademarks or service marks. Protecting and enforcing our rights in our domain names may require litigation, which could result in substantial costs and diversion of management’s attention and harm our business.

Our business depends on strong brands, and if we are not able to maintain and enhance our brands, or if we receive unfavorable media coverage, our ability to retain and expand our number of CPGs, retailers and consumers will be impaired and our business and operating results will be harmed.

We believe that the brand identity that we have developed has significantly contributed to the success of our business. We also believe that maintaining and enhancing our brands are critical to expanding our base of CPGs, retailers and consumers. Maintaining and enhancing our brands may require us to make substantial investments and these investments may not be successful. If we fail to promote and maintain our brands, or if we incur excessive expenses in this effort, our business would be harmed. We anticipate that, as our market becomes increasingly competitive, maintaining and enhancing our brands may become increasingly difficult and expensive. Maintaining and enhancing our brands will depend on our ability to continue to provide sufficient quantities of reliable, trustworthy and high quality digital coupons, which we may not do successfully.

Unfavorable publicity or consumer perception of our websites, platform, practices or service offerings, or the offerings of our CPGs and retailers, could adversely affect our reputation, resulting in difficulties in recruiting, decreased revenues and a negative impact on the number of CPGs and retailers we feature and our user base, the loyalty of our consumers and the number and variety of digital coupons we offer. As a result, our business could be harmed.

Some of our solutions contain open source software, which may pose particular risks to our proprietary software and solutions.

We use open source software in our solutions and will use open source software in the future. From time to time, we may face claims from third parties claiming ownership of, or demanding release of, the open source software and/or derivative works that we developed using such software (which could include our proprietary source code), or otherwise seeking to enforce the terms of the applicable open source license. These claims could result in litigation and could require us to purchase a costly license or cease offering the implicated solutions unless and until we can re-engineer them to avoid infringement. This re-engineering process could require significant additional research and development resources. In addition to risks related to license requirements, use of certain open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or controls on the origin of software. Any of these risks could be difficult to eliminate or manage, and, if not addressed, could have a negative effect on our business and operating results.

We may be required to record a significant charge to earnings if our goodwill or amortizable intangible assets beco me impaired.

We are required under GAAP to review our amortizable intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Goodwill is required to be tested for impairment at least annually. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. The events and circumstances we consider include the business climate, legal factors, operating performance indicators and competition. In the future we may be required to record a significant charge to earnings in our condensed consolidated financial statements during the period in which any impairment of our goodwill or amortizable intangible assets is determined. This could adversely impact our results of operations and harm our business.

Our gross margins are dependent on many factors, some of which are not directly controlled by the Company.

These factors include:

•

Significant variations in our gross margin among products. Any substantial change in product mix could change our gross margin,

•

As we continue to scale customers to our Retailer IQ we will continue to experiment with various fee arrangements (including volume based fees) which might have an impact on our gross margins; and

•

Pricing and acceptance of higher-margin new products.

Our inability to control any one of these factors could negatively impact our gross margins and operating results.

If we fail to expand effectively in international markets, our revenues and our business may be harmed.

We currently generate almost all of our revenues from the United States. We also operate to a limited extent in the United Kingdom, France and other countries in Europe. Many CPGs and retailers on our platform have global operations and we plan to grow our operations and offerings through expansion in existing international markets and by partnering with our CPGs and retailers to enter new geographies that are important to them. Further expansion into international markets will require management attention and resources and we have limited experience entering new geographic markets. Entering new foreign markets will require us to localize our services to conform to a wide variety of local cultures, business practices, laws and policies. The different commercial and Internet infrastructure in other countries may make it more difficult for us to replicate our business model. In some countries, we will compete with local companies that understand the local market better than we do, and we may not benefit from first-to-market advantages. We may not be successful in expanding into particular international markets or in generating revenues from foreign operations. As we expand internationally, we will be subject to risks of doing business internationally, including the following:

•

competition with strong local competitors and preference for local providers, or foreign companies entering the same markets;

•

the cost and resources required to localize our platform;

•

burdens of complying with a wide variety of different laws and regulations, including intellectual property laws and regulation of digital coupon terms, Internet services, privacy and data protection, marketing and consumer protection laws, anti-competition regulations and different liability standards, which may limit or prevent us from offering of our solutions in some jurisdictions or limit our ability to enforce contractual obligations;

•

differences in how trade promotion spending is allocated;

•

differences in the way digital coupons and advertising are delivered and how consumers access and use digital coupons;

•

technology compatibility;

•

difficulties in recruiting and retaining qualified employees and managing foreign operations;

•

different employee/employer relationships and the existence of workers’ councils and labor unions;

•

shorter payment cycles, different accounting practices and greater problems in collecting accounts receivable;

•

higher product return rates;

•

seasonal reductions in business activity;

•

adverse tax effects and foreign exchange controls making it difficult to repatriate earnings and cash; and

•

political and economic instability.

Changes in the U.S. taxation of international activities may increase our worldwide effective tax rate and harm our financial condition and results of operations. The taxing authorities of the jurisdictions in which we plan to operate may challenge our methodologies for valuing developed technology or intercompany arrangements, including our transfer pricing, or determine that the manner in which we operate our business does not achieve the intended tax consequences, which could increase our worldwide effective tax rate and harm our financial position and results of operations. Significant judgment will be required in evaluating our tax positions and determining our provision for income taxes. During the ordinary course of business, there will be many transactions and calculations for which the ultimate tax determination is uncertain. As we expand our business to operate in numerous taxing jurisdictions, the application of tax laws may be subject to diverging and sometimes conflicting interpretations by tax authorities of these jurisdictions. It is not uncommon for taxing authorities in different countries to have conflicting views. In addition, tax laws are dynamic and subject to change as new laws are passed and new interpretations of the law are issued or applied. In particular, there is uncertainty in relation to the U.S. tax legislation in terms of the future corporate tax rate but also in terms of the U.S. tax consequences of income derived from intellectual property earned overseas in low tax jurisdictions.

Our planned corporate structure and intercompany arrangements will be implemented in a manner we believe is in compliance with current prevailing tax laws. However, the tax benefits which we intend to eventually derive could be undermined if we are unable to adapt the manner in which we operate our business and due to changing tax laws.

Our failure to manage these risks and challenges successfully could materially and adversely affect our business, financial condition and results of operations.

The loss of one or more key members of our management team, or our failure to attract, integrate and retain other highly qualified personnel in the future, could harm our business.

We currently depend on the continued services and performance of the key members of our management team, including Steven R. Boal, our Chief Executive Officer. Mr. Boal is one of our founders and his leadership has played an integral role in our growth. Key institutional knowledge remains with a small group of long-term employees and directors whom we may not be able to retain. The loss of key personnel, including key members of management as well as our marketing, sales, product development and technology personnel, could disrupt our operations and have an adverse effect on our ability to grow our business. Moreover, some of our management are new to our team.

As we become a more mature company, we may find our recruiting and retention efforts more challenging. We are seeking to continue to hire a significant number of personnel, including certain key management personnel. If we do not succeed in attracting, hiring and integrating excellent personnel, or retaining and motivating existing personnel, we may be unable to grow effectively.

Changes to financial accounting standards or SEC’s rules and regulations may affect our results of operations and cause us to change our business practices.

We prepare our financial statements to conform to generally accepted accounting principles in the United States. These accounting principles are subject to interpretation by the Financial Accounting Standards Board, American Institute of Certified Public Accountants, the SEC and various bodies formed to interpret and create appropriate accounting policies. A change in those policies can have a significant effect on our reported results and may affect our reporting of transactions completed before a change is announced. Changes to those rules or the questioning of current practices may adversely affect our reported financial results or the way we conduct our business. For example, in May 2014, the Financial Accounting Standards Board issued a comprehensive new revenue recognition standard for contracts with customers that will supersede most current revenue recognition guidance, including industry-specific guidance. This guidance will be applicable to us at the beginning of our first quarter of fiscal year 2018.

We are currently or could be exposed in the future to fluctuations in currency exchange rates and interest rates.

To date, we have generated almost all of our revenues from within the United States. As a result, we currently do not have significant revenues or expenses in our international operations and we do not hedge our foreign currency exchange risk. However, we plan to grow our operations and offerings through expansion in existing international markets and by

partnering with our existing CPGs and retailers to enter new geographies that are important to them. For example, we opened a research and development facility in Bangalore, India and acquired Shopmium S.A., which has research and development operations in Paris, France. As we expand our business outside the United States we will face exposure to adverse movements in currency exchange rates. We will be exposed to foreign exchange rate fluctuations from the conversion of collections and expenses not denominated in U.S. dollars. If the U.S. dollar weakens against foreign currencies, the conversion of these foreign currency denominated transactions will result in increased revenues, operat ing expenses and net income. Similarly, if the U.S. dollar strengthens against foreign currencies, the conversion of these foreign currency denominated transaction will result in decreased revenues, operating expenses and net income. As exchange rates vary , sales and other operating results, when translated, may differ materially from expectations. Our risks related to currency fluctuations will increase as our international operations become an increasing portion of our business. In addition, we face expos ure to fluctuations in interest rates which may impact our investment income unfavorably.

Our use of and reliance on international research and development resources and operations may expose us to unanticipated costs or events

We have research and development centers in India and France. We expect to increase our headcount, development, and operations activity in India. There is no assurance that our reliance upon international research and development resources and operations will enable us to achieve our research and development and operational goals or greater resource efficiency. Further, our international research and development and operations efforts involve significant risks, including:

•

difficulty hiring and retaining appropriate personnel due to intense competition for such resources and resulting wage inflation in the cities where our research and development activities and operations are located;

•

the knowledge transfer related to our technology and resulting exposure to misappropriation of intellectual property or information that is proprietary to us, our customers and other third parties;

•

heightened exposure to change in the economic, security and political conditions in the countries where our research and development activities and operations are located;

•

fluctuations in currency exchange rates and regulatory compliance in the countries where our research and development activities and operations are located;

•

delays and inefficiencies caused by geographical separation of our international research and development activities and operations; and

•

interruptions to our operations in the countries where our research and development activities and operations are located as a result of floods and other natural catastrophic events as well as manmade problems such as power disruptions or terrorism.

Difficulties resulting from the factors above could increase our research and development or operational expenses, delay the introduction of new products, or impact our product quality, the occurrence of which could adversely affect our business and operating results.

Our business is subject to interruptions, delays or failures resulting from earthquakes, other natural catastrophic events or terrorism.

Our headquarters is located in Mountain View, California. Our current technology infrastructure is hosted across two data centers in co-location facilities in California and Nevada. In addition, we use two other co-location facilities in California and Virginia to host our Retailer iQ platform. Our services, operations and the data centers from which we provide our services are vulnerable to damage or interruption from earthquakes, fires, floods, power losses, telecommunications failures, terrorist attacks, acts of war, human errors, break-ins and similar events. A significant natural disaster, such as an earthquake, fire or flood, could have a material adverse impact on our business, financial condition and results of operations and our insurance coverage may be insufficient to compensate us for losses that may occur. Acts of terrorism could cause disruptions to the Internet, our business or the economy as a whole. We may not have sufficient protection or recovery plans in certain circumstances, such as natural disasters affecting areas where data centers upon which we rely are located, and our business interruption insurance may be insufficient to compensate us for losses that may occur. Such disruptions could negatively impact our ability to run our websites, which could harm our business.

Our management team has limited experience managing a public company, and regulatory compliance may divert its attention from the day-to-day management of our business.

Our management team has limited experience managing a publicly-traded company and limited experience complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage our transition to being a public company that will be subject to significant regulatory oversight and reporting obligations under the federal securities laws. In particular, these new obligations will require substantial attention from our senior management and could divert their attention away from the day-to-day management of our business, which could adversely impact our business operations.

Our ability to raise capital in the future may be limited, and our failure to raise capital when needed could prevent us from growing.

We may in the future be required to raise capital through public or private financing or other arrangements. Such financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could harm our business. Additional equity financing may dilute the interests of our stockholders, and debt financing, if available, may involve restrictive covenants and could reduce our profitability. If we cannot raise funds on acceptable terms, we may not be able to grow our business or respond to competitive pressures.

Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations.

In general, under Section 382 of the U.S. Internal Revenue Code of 1986, as amended, or the Code, and similar state law provisions, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change net operating losses, or NOLs, to offset future taxable income. If our existing NOLs are subject to limitations arising from ownership changes, our ability to utilize NOLs could be limited by Section 382 of the Code. Future changes in our stock ownership, some of which are outside of our control, also could result in an ownership change under Section 382 of the Code. There is also a risk that our NOLs could expire, or otherwise be unavailable to offset future income tax liabilities due to changes in the law, including regulatory changes, such as suspensions on the use of NOLs or other unforeseen reasons. For these reasons, we may not be able to utilize all of our NOLs, even if we attain profitability.

State and foreign laws regulating money transmission could impact our mobile shopping and receipt scanning cash-back application platform.

Many states and certain foreign jurisdictions impose license and registration obligations on those companies engaged in the business of money transmission, with varying definitions of what constitutes money transmission. If our mobile shopping and receipt scanning cash-back platform were to subject us to any applicable state or foreign laws, it could subject us to increased compliance costs and delay our ability to offer this product in certain jurisdictions pending receipt of any necessary licenses or registrations. If we need to make product and operational changes in light of these laws, the growth and adoption of this product may be adversely impacted and our revenues may be harmed.

Risks Related to Ownership of our Common Stock

The trading prices of the securities of technology companies have been highly volatile. Accordingly, the market price of our common stock has been, and is likely to continue to be, subject to wide fluctuations and could subject us to litigation.

The price of our stock may change in response to variations in our operating results and also may change in response to other factors, including factors specific to technology companies, many of which are beyond our control. As a result, our stock price may experience significant volatility. Among other factors that could affect our stock price are:

•

the financial projections that we or analysts may choose to provide to the public, any changes in these projections or our failure for any reason to meet these projections;

•

actual or anticipated changes or fluctuations in our results of operations;

•

whether our results of operations meet the expectations of securities analysts or investors;

•

the development and sustainability of an active trading market for our common stock;

•

price and volume fluctuations in the overall stock market from time to time;

•

fluctuations in the trading volume of our shares or the size of our public float;

•

success of competitive products or services;

•

the public’s response to press releases or other public announcements by us or others, including our filings with the SEC;

•

announcements relating to litigation;

•

speculation about our business in the press or the investment community;

•

future sales of our common stock by our significant stockholders, officers and directors;

•

changes in our capital structure, such as future issuances of debt or equity securities;

•

our entry into new markets;

•

regulatory developments in the United States or foreign countries;

•

strategic actions by us or our competitors, such as acquisitions or restructurings; and

•

changes in accounting principles.

In addition, the stock market in general has experienced substantial price and volume volatility that is often seemingly unrelated to the operating results of any particular companies. Moreover, if the market for technology stocks or the stock market in general experiences uneven investor confidence, the market price of our common stock could decline for reasons unrelated to our business, operating results or financial condition. The market price for our stock might also decline in reaction to events that affect other companies within, or outside, our industry, even if these events do not directly affect us. Some companies that have experienced volatility in the trading price of their stock have been subject of securities litigation. If we are the subject of such litigation, it could result in substantial costs and a diversion of management’s attention and resources.

Substantial future sales of shares by our stockholders could negatively affect our stock price.

Sales of a substantial number of shares of our common stock in the public market could depress the market price of our common stock and could impair our ability to raise capital through the sale of additional equity securities. We have approximately 92,193,287 shares of common stock outstanding as of June 30, 2017, assuming no exercise of our outstanding options or vesting of our outstanding RSUs.

Our equity incentive plans allow us to issue, among other things, stock options, restricted stock and restricted stock units and we have filed a registration statement under the Securities Act to cover the issuance of shares upon the exercise or vesting of awards granted under those plans.

The concentration of our common stock ownership with our executive officer s, directors and affiliates will limit your ability to influence corporate matters.

Our executive officers, directors and owners of 5% or more of our outstanding common stock together beneficially own approximately 49% of our outstanding common stock, based on the number of shares outstanding as of June 30, 2017. These stockholders therefore have significant influence over management and affairs and over all matters requiring stockholder approval, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets, for the foreseeable future. This concentrated control limits your ability to influence corporate matters and, as a result, we may take actions that our stockholders do not view as beneficial. This ownership could affect the value of your shares of common stock.

Our stock repurchase program could affect the price of our common stock and increase volatility and may be suspended or terminated at any time, which may result in a decrease in the trading price of our common stock.

In April of 2017, our board of directors approved a share repurchase program pursuant to which we are authorized to repurchase shares of our stock having an aggregate value of up to $50.0 million. From January 1, 2015 through June 30, 2017, we repurchased $34.5 million in stock under our total authorized amounts under previously approved share purchase programs. The timing and actual number of shares repurchased will depend on a variety of factors including the timing of open trading windows, price, corporate and regulatory requirements, an assessment by management and our board of directors of cash availability and other market conditions. The stock repurchase program may be suspended or discontinued at any time without prior notice. Repurchases pursuant to our stock repurchase program could affect the price of our common stock and increase its volatility. The existence of our stock repurchase program could also cause the price of our common stock to be higher than it would be in the absence of such a program and could potentially reduce the market liquidity for our common stock. Additionally, repurchases under our stock repurchase program will diminish our cash reserves, which could impact our ability to further develop our technology, access and/or retrofit additional facilities and service our indebtedness. There can be no assurance that any stock repurchases will enhance stockholder value because the market price of our common stock may decline below the levels at which we repurchased such shares. Any failure to repurchase shares after we have announced our intention to do so may negatively impact our reputation and investor confidence in us and may negatively impact our stock price. Although our stock repurchase program is intended to enhance long-term stockholder value, short-term stock price fluctuations could reduce the program’s effectiveness.

If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations of the New York Stock Exchange, or the NYSE. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting and financial compliance costs, make some activities more difficult, time consuming and costly, and place significant strain on our personnel, systems and resources.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers. We are also continuing to improve our internal control over financial reporting. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs and significant management oversight. Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we will be required to include in our periodic reports we will file with the SEC under Section 404 of the Sarbanes-Oxley Act. In the event that we are not able to demonstrate compliance with Section 404 of the Sarbanes-Oxley Act, that our internal control over financial reporting is perceived as inadequate or that we are unable to produce timely or accurate financial statements, investors may lose confidence in our operating results and our stock price could decline.

Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. Further, weaknesses in our dis closure controls or our internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm our operating resul ts or cause us to fail to meet our reporting obligations and could result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of management evaluations and independent registered public accounting firm audits of our internal control over financial reporting that we will eventually be required to include in our periodic reports that will be filed with the SEC. Ineffect ive disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our common stock. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on the NYSE.

Our independent registered public accounting firm is not required to audit the effectiveness of our internal control over financial reporting until after we are no longer an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it concludes that our internal control over financial reporting is not effective.

Any failure to maintain effective disclosure controls and internal control over financial reporting could have a material and adverse effect on our business and operating results, and cause a decline in the price of our common stock.

We are an “emerging growth company” and the reduced disclosure requirements applicable to emerging growth companies may make our common stock less attractive to investors.

We are an “emerging growth company”, as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced financial disclosure obligations, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and any golden parachute payments not previously approved. We may take advantage of these provisions for up to five years or such earlier time that we are no longer an “emerging growth company.” We would cease to be an “emerging growth company” upon the earliest to occur of: the last day of the fiscal year in which we have more than $1.0 billion in annual revenues; the date we are deemed a “large accelerated filer” as defined in the Exchange Act; and the last day of the fiscal year ending after the fifth anniversary of our IPO. We may choose to take advantage of some but not all of these reduced reporting burdens. If we take advantage of any of these reduced reporting burdens in future filings, the information that we provide our security holders may be different than you might get from other public companies in which you hold equity interests. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

If securities analysts do not publish research or if securities analysts or other third parties publish inaccurate or unfavorable research about us, the price of our common stock could decline.

The trading market for our common stock will rely in part on the research and reports that securities analysts and other third parties choose to publish about us. We do not control these analysts or other third parties. The price of our common stock could decline if one or more securities analysts downgrade our common stock or if one or more securities analysts or other third parties publish inaccurate or unfavorable research about us or cease publishing reports about us.

We do not intend to pay dividends for the foreseeable future.

We intend to retain all of our earnings for the foreseeable future to finance the operation and expansion of our business and do not anticipate paying cash dividends on our common stock. As a result, you can expect to receive a return on your investment in our common stock only if the market price of the stock increases.

Provisions in our charter documents and under Delaware law could discourage a takeover that stockholders may conside r favorable.

Provisions in our certificate of incorporation and by-laws may have the effect of delaying or preventing a change of control or changes in our management. Amongst other things, these provisions:

•

authorize the issuance of “blank check” preferred stock that could be issued by our board of directors to defend against a takeover attempt;

•

establish a classified board of directors, as a result of which the successors to the directors whose terms have expired will be elected to serve from the time of election and qualification until the third annual meeting following their election;

•

require that directors only be removed from office for cause and only upon a majority stockholder vote;

•

provide that vacancies on the board of directors, including newly created directorships, may be filled only by a majority vote of directors then in office rather than by stockholders;

•

prevent stockholders from calling special meetings; and

•

prohibit stockholder action by written consent, requiring all actions to be taken at a meeting of the stockholders.

In addition, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which generally prohibits a Delaware corporation from engaging in a broad range of business combinations with any “interested” stockholder for a period of three years following the date on which the stockholder becomes an “interested” stockholder.

I tem 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer Purchases of Equity Securities

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program ⁽¹⁾		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program ⁽¹⁾
April 1 - 30, 2017		—	$	—		—	$	50,000,000
May 1 - 31, 2017		—		—		—		50,000,000
June 1 - 30, 2017		—		—		—		50,000,000
Total		—	$	—		—	$	50,000,000

(1)

In April 2017, the Company’s board of directors authorized the 2017 Program to repurchase up to $50.0 million of the Company’s common stock through April 2018. During the three and six months ended June 30, 2017, the Company did not repurchase any shares of its common stock. As of June 30, 2017, $50.0 million remains available for future share repurchases under the 2017 Program.

Item 3.

Defaults Upon Senior Securities.

None.

Item 4.

Mine Safety Disclosures.

Not applicable.

Item 5.

Other Information.

Not applicable.

Item 6.

Exhibits.

The exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of this Quarterly Report on Form 10-Q.

SIGNATUR ES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	QUOTIENT TECHNOLOGY INC.

Dated: August 4, 2017	By:	/s/ Steven R. Boal
		Steven R. Boal
		Chief Executive Officer
		(Principal Executive Officer)

Dated: August 4, 2017	By:	/s/ Ronald J. Fior
		Ronald J. Fior
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer )

Exhibit Index

Incorporated by Reference

Number

Exhibit Title

Form

File No.

Exhibit

Filing

Date

Filed

Herewith

3.1

Amended and Restated Certificate of Incorporation of the Registrant, as amended effective October 20, 2015.

10-K

001-36331

3.1

03/11/16

3.2

Amended and Restated Bylaws of the Registrant.

8-K

001-36331

3.2

10/06/15

4.1

Form of Registrant’s Common Stock Certificate.

S-1/A

333-193692

4.1

02/25/14

4.2

Eighth Amended and Restated Investors’ Rights Agreement among the Registrant and certain holders of its capital stock, dated June 1, 2011.

S-1

333-193692

4.2

01/31/14

10.1

Agreement and Plan of Merger By and Among Quotient Technology Inc, Carrot Merger Sub, Inc., Crisp Media, Inc., and Shareholder Representative Services LLC, as Securityholder Representative, dated May 2, 2017.

31.1

Certification of Principal Executive pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certificate of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

XBRL Instance Document.

101.SCH

XBRL Taxonomy Extension Schema Document.

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB

XBRL Taxonomy Extension Label Linkbase Document.

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document.

The certifications attached as Exhibit 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Quotient under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-Q, irrespective of any general incorporation language contained in such filing.

EXHIBIT 10.1

CONFIDENTIAL TREATMENT REQUESTED

Certain portions of this document have been omitted pursuant to a request for Confidential Treatment and, where applicable, have been marked with “[***]” to indicate where omissions have been made. The confidential material has been filed separately with the Securities and Exchange Commission.

Execution Version

Agreement and Plan of Merger

by and among

Quotient Technology Inc.

Carrot Merger Sub, Inc.,

Crisp Media, Inc.,

and

Shareholder Representative Services LLC,

as Securityholder Representative

May 2, 2017

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

TABLE OF CONTENTS

			Page

Article I The Merger			2

	1.1	Certain Definitions	2
	1.2	The Merger	2
	1.3	Closing	2
	1.4	Effective Time	2
	1.5	Effect of the Merger	2
	1.6	Certificate of Incorporation and Bylaws	3
	1.7	Directors and Officers	3
	1.8	Effect on Company Capital Stock, Company Options and Company Warrants; Other Consideration Matters	3
	1.9	Exchange Procedures	8
	1.10	Total Earnout Consideration	10
	1.11	Withholding Rights	13
	1.12	Closing Payments	14
	1.13	Adjustments	15
	1.14	Company Loans to Company Securityholders	15

Article II Representations and Warranties of the Company			15

	2.1	Organization and Good Standing	15
	2.2	Authority and Enforceability	17
	2.3	Governmental Approvals and Consents	17
	2.4	No Conflicts	17
	2.5	Company Capital Structure	18
	2.6	Litigation	21
	2.7	Intellectual Property	22
	2.8	Privacy and Data Protection	29
	2.9	Compliance with Legal Requirements and Documents; Permits	30
	2.10	Real Property	31
	2.11	Tangible Property	32
	2.12	Company Financial Statements	32
	2.13	Activities Since the Company Balance Sheet Date	33
	2.14	Financial Advisors	33
	2.15	Insurance	33
	2.16	Tax Matters	34
	2.17	Material Contracts	36
	2.18	Employee Benefit Plans and Compensation	39
	2.19	Environmental and Safety Legal Requirements	44
	2.20	Top Customers and Suppliers	44
	2.21	Interested Party Transactions	45
	2.22	Bank Accounts; Powers of Attorney	45
	2.23	Complete Copies of Materials	45
	2.24	Representations Complete	45

- i -

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Article III Representations and Warranties of Acquiror			45

	3.1	Organization and Standing	46
	3.2	Authority and Enforceability	46
	3.3	Governmental Approvals and Consents	46
	3.4	No Conflicts	46
	3.5	Valid Issuance	46
	3.6	Financing	46
	3.7	Operations of Merger Sub	47
	3.8	Tax Shelters	47

Article IV Conduct Prior To The Effective Time			47

	4.1	Affirmative Conduct of Company Business	47
	4.2	Restrictions on Conduct of Company Business	47
	4.3	No Solicitation	50

Article V Additional Agreements			51

	5.1	Required Stockholder Approval	51
	5.2	Issuance of Acquiror Common Stock	52
	5.3	Securities Filings	52
	5.4	Access to Information	53
	5.5	Notification of Certain Matters	53
	5.6	Expenses	54
	5.7	Corporate Matters	54
	5.8	Further Actions	54
	5.9	Tax Matters	55
	5.10	Employee Matters	57
	5.11	Contract Notices, Consents, Amendments and Terminations	59
	5.12	Company Closing Statement; Spreadsheet	59
	5.13	Payment of Debt; Release of Encumbrances	62
	5.14	Confidentiality	62
	5.15	Closing Certificates	63
	5.16	Director and Officer Insurance and Indemnification	63
	5.17	Amendment to Certificate of Incorporation	64

Article VI Conditions to the Merger			64

	6.1	Conditions to the Obligations of Each Party to Effect the Merger	64
	6.2	Conditions to the Obligations of Acquiror and Merger Sub	64
	6.3	Conditions to the Obligations of the Company	68

Article VII Termination, Amendment and Waiver			69

	7.1	Termination	69
	7.2	Effect of Termination	70
	7.3	Amendment	70
	7.4	Extension; Waiver	70

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- ii -

Article VIII Indemnification			71

	8.1	Survival	71
	8.2	Indemnification	72
	8.3	Limitations and Other Indemnification Matters .	73
	8.4	Set-Off from Earnout	76
	8.5	Release of the Escrow Amount	77
	8.6	Claims	78
	8.7	Resolution of Objections to Claims	79
	8.8	Third-Party Claims	79
	8.9	Securityholder Representative	80

Article IX General Provisions			82

	9.1	Notices	82
	9.2	Interpretation	83
	9.3	Counterparts	84
	9.4	Entire Agreement; Parties in Interest	84
	9.5	Assignment	84
	9.6	Severability	84
	9.7	Specific Performance and Other Remedies	84
	9.8	Governing Law	85
	9.9	Rules of Construction	85
	9.10	WAIVER OF JURY TRIAL	85
	9.11	PRIVILEGE	85

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- iii -

Appendixes


Appendix A	-	Index of Defined Terms

Exhibits


Exhibit A	-	Form of Certificate of Merger
Exhibit B	-	Form of Amended and Restated Certificate of Incorporation

Schedules


Schedule 5.11(a)		Required Notices
Schedule 5.11(b)		Agreements to be Terminated
Schedule A1		Company Support Stockholders
Schedule A2		Specified Company Securityholders

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- v -

Agreement and Plan of Merger

This Agreement and Plan of Merger (this “ Agreement ”) is made and entered into as of May 2, 2017 (the “Agreement Date”), by and among Quotient Technology Inc., a Delaware corporation (“ Acquiror ”), Carrot Merger Sub, Inc., a Delaware corporation and wholly-owned Subsidiary of Acquiror (“ Merger Sub ”), Crisp Media, Inc., a Delaware corporation (the “ Company ”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the agent for and on behalf of the Company Securityholders under this Agreement (the “ Securityholder Representative ”).

Recitals

Whereas , the boards of directors of each of Merger Sub and the Company and the board of directors (or an authorized committee thereof) of Acquiror have determined that it would be advisable and in the best interests of each corporation and their respective stockholders that Acquiror acquire the Company through the statutory merger of Merger Sub with and into the Company, pursuant to which the Company would become a wholly-owned Subsidiary of Acquiror (the “ Merger ”), upon the terms and conditions set forth in this Agreement and in accordance with the applicable provisions of Delaware Law, and in furtherance thereof, have approved this Agreement, the Merger and the other transactions contemplated by this Agreement and those of the Company Related Agreements to which their respective entities are a party.

Whereas , pursuant to the Merger, among other things, all of the issued and outstanding shares of Company Capital Stock shall be converted into the right to receive shares of Acquiror Common Stock and/or cash in the manner, and on the terms and subject to the conditions, set forth herein.

Whereas , the parties hereto intend the Merger to be a taxable transaction for U.S. federal tax purposes.

Whereas , concurrently with the execution and delivery of this Agreement and as a material inducement to the willingness of Acquiror and Merger Sub to enter into this Agreement, each of the Key Employees has entered into employment arrangements with Acquiror pursuant to such Key Employee’s execution and delivery of an employment agreement and confidential information and invention assignment agreement, in each case on the form acceptable to Acquiror (each, a “ Key Employee Agreement ”), in each case to be effective as of the Closing Date.

Whereas , concurrently with the execution and delivery of this Agreement and as a material inducement to the willingness of Acquiror and Merger Sub to enter into this Agreement, each of the Key Employees has entered into a non-competition and non-solicitation agreement with Acquiror in the form mutually agreed by Acquiror and the Company on or prior to the Agreement Date (each, a “ Non-Competition Agreement ”), in each case to be effective as of the Closing Date.

Whereas , as a material inducement to the parties’ willingness to enter into this Agreement, certain Company Stockholders, including each of the Company Support Stockholders, will, as promptly as practicable following the execution and delivery of this Agreement ( and, in any event, within twenty- four (2 4 ) hours following the execution and delivery of this Agreement), execute and deliver a joinder agreement in the form mutually agreed by Acquiror and the Company on or prior to the Agreement Date (the “ Joinder Agreement ”).

Whereas , as a material inducement to the parties’ willingness to enter into this Agreement, the Company will , as promptly as practicable following the execution and delivery of this Agreement ( and, in

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

any event, within twenty- four (2 4 ) hours following the execution and delivery of this Agreement) , deliver the written consent, in the form mutually agreed by Acquiror and the Company on or prior to the Agreement Date (each, a “ Stockholder Written Consent ” and collectively, the “ Stockholder Written Consents ”), of the Company Support Stockholders and such other holders of Company Capital Stock that, collectively, hold a number of shares sufficient to meet the Required Stockholder Approval.

Whereas , the Company, Acquiror and Merger Sub each desires to make certain representations, warranties, covenants and other agreements in connection with the Merger as set forth herein.

Now , Therefore , in consideration of the representations, warranties, covenants and other agreements of each party contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, the parties hereto hereby agree as follows:

Article I

The Merger

1.1 Certain Definitions . Unless specifically indicated otherwise, capitalized terms used in this Agreement, including the Schedules and Exhibits hereto, shall have the meanings assigned to such terms in this Agreement, including the Recitals, Appendix A and the Schedules hereto.

1.2 The Merger . At the Effective Time, on the terms and subject to the conditions set forth in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law, Merger Sub shall merge with and into the Company, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and shall become a wholly-owned Subsidiary of Acquiror. The Company, as the surviving corporation after the Merger, is hereinafter sometimes referred to as the “ Surviving Corporation ”.

1.3 Closing . Unless this Agreement is earlier terminated pursuant to Section 7.1 hereof, the closing of the Merger (the “ Closing ”) shall take place at 10:00 a.m. (Pacific Time) on the second (2 ^nd ) Business Day following the satisfaction or waiver (to the extent permitted hereunder) of the conditions set forth in Article VI hereof (other than those conditions that, by their nature, are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) of such conditions at the Closing), at the offices of Wilson Sonsini Goodrich & Rosati, Professional Corporation, One Market Plaza, Spear Tower, Suite 3300, San Francisco, California 94105, unless another time, date or place is mutually agreed upon in writing by Acquiror and the Company. The date upon which the Closing actually occurs shall be referred to herein as the “ Closing Date ”.

1.4 Effective Time . At the Closing, Merger Sub and the Company shall cause a Certificate of Merger in substantially the form attached hereto as Exhibit A to be executed and filed with the Secretary of State of the State of Delaware, in accordance with the relevant provisions of Delaware Law (the “ Certificate of Merger ”), and the Merger shall become effective upon the time of acceptance by the Secretary of State of the State of Delaware of such filing or such later time as may be agreed to by Acquiror and the Company in writing (and set forth in the Certificate of Merger). The date and time when the Merger shall become effective is referred to herein as the “ Effective Time ”.

1.5 Effect of the Merger . At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 2 -

Corporation, and all claims, obligations, liabilities, debts and duties of the Company and Merger Sub shall become claims, obligations, liabilities, debts and duties of the Surviving Corporation.

1.6 Certificate of Incorporation and Bylaws . At the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to be identical to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended in accordance with Delaware Law and as provided in such certificate of incorporation; provided , however , that at the Effective Time, Article I of the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as follows: “The name of the corporation is Crisp Media, Inc.”. At the Effective Time, the bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to be identical to the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, until thereafter amended in accordance with Delaware Law and as provided in the certificate of incorporation of the Surviving Corporation and such bylaws.

1.7 Directors and Officers .

(a) Directors of Surviving Corporation . Unless otherwise determined by Acquiror prior to the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation at the Effective Time, each to hold the office of a director of the Surviving Corporation in accordance with the provisions of Delaware Law and the certificate of incorporation and bylaws of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

(b) Officers of Surviving Corporation . Unless otherwise determined by Acquiror prior to the Effective Time, the officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation at the Effective Time, each to hold office in accordance with the provisions of Delaware law and the certificate of incorporation and bylaws of the Surviving Corporation.

1.8 Effect on Company Capital Stock, Company Options and Company Warrants; Other Consideration Matters . Subject to the other terms and conditions of this Agreement, the Company Securityholders shall be entitled to an appropriate portion of the Total Consideration on account of their respective Company Securities, in each case, subject to and in accordance with the applicable provisions of this Section 1.8 (including Sections 1.8(l) , 1.8(m) , and 1.9 through 1.14 .

(a) Company Preferred Stock . On the terms and subject to the conditions set forth in this Agreement, by virtue of the Merger and without any further action on the part of any holder of Company Preferred Stock or any other Person, at the Effective Time:

(i) each share of Series A-1 Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and Treasury Shares) that is held by:

(A) an Unaccredited Investor shall be automatically converted into the right to receive, subject to and in accordance with Section 1.9 : (x) an amount of cash equal to the Series A-1 Liquidation Preference; and (y) the Per Share Residual Total Earnout Consideration (if any);

(B) an Accredited Investor shall be automatically converted into the right to receive, subject to and in accordance with Section 1.9 : (x) the Per Share Series A-1 (Accredited) Closing Cash Consideration; (y) the Per Share Series A-1 (Accredited) Stock Consideration; and (z) the Per Share Residual Total Earnout Consideration (if any);

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 3 -

(ii) each share of Series A-2 Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and Treasury Shares) that is held by:

(A) an Unaccredited Investor shall be automatically converted into the right to receive, subject to and in accordance with Section 1.9 : (x) the Per Share Series A-2 Closing Consideration; and (y) the Per Share Series A-2 Earnout Priority Amount (if any); and

(B) an Accredited Investor shall be automatically converted into the right to receive, subject to and in accordance with Section 1.9 : (x) the Per Share Series A-2 (Accredited) Cash Consideration; (y) the Per Share Series A-2 (Accredited) Stock Consideration; and (z) the Per Share Series A-2 Earnout Priority Amount (if any).

(b) Company Common Stock . On the terms and subject to the conditions set forth in this Agreement by virtue of the Merger and without any further action on the part of any holder of Company Common Stock or any other Person, at the Effective Time, each share of Company Common Stock (or any other class or series of capital stock of the Company that is not expressly addressed in this Section 1.8 ) issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and Treasury Shares) shall be automatically converted into the right to receive, subject to and in accordance with Section 1.9 , the Per Share Residual Total Earnout Consideration (if any).

(i) Treatment of Company Options . No Company Options shall be assumed by Acquiror. On the terms and subject to the conditions set forth in this Agreement, each Company Option (or portion thereof), whether vested or unvested, that is outstanding and unexercised as of immediately prior to the Effective Time that is not an Out-of-the-Money Company Option shall become fully accelerated and exercisable, and, at the Effective Time, each then unexercised and outstanding Company Option (other than Out-of-the-Money Company Options) shall be automatically converted into the right to receive, subject to and in accordance with Sections 1.9 and 1.12 : (x) the excess of the Per Share Residual Total Earnout Consideration (if any) over the per share exercise price of such Company Option, multiplied by (y) the aggregate number of shares of Company Common Stock subject to such Company Option. Each Out-of-the-Money Company Option shall be cancelled at the Closing without the payment of any consideration therefor.

(ii) Treatment of Company A-1 Warrants . No Company A-1 Warrants shall be assumed by Acquiror. On the terms and subject to the conditions set forth in this Agreement, each Company A-1 Warrant that is outstanding and unexercised as of immediately prior to the Effective Time shall be cancelled and, at the Effective Time, each then unexercised and outstanding Company A-1 Warrant that is held by:

(A) an Unaccredited Investor shall be automatically converted into the right to receive, subject to and in accordance with Section 1.9 : (x) an amount of cash equal to the excess of the Series A-1 Liquidation Preference over the per share exercise price of such Company A-1 Warrant; and (y) the Per Share Residual Total Earnout Consideration (if any); in each case of clauses (x) and (y), multiplied by the aggregate number of shares of Series A-1 Preferred Stock subject to such Company A-1 Warrant; and

(B) an Accredited Investor shall be automatically converted into the right to receive, subject to and in accordance with Section 1.9 : (x) the excess of the Per Share Series A-1 (Accredited) Closing Cash Consideration over the per share exercise price of such Company A-1

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 4 -

Warrant; (y) the Per Share Series A-1 Stock Consideration; and (z) the Per Share Residual Total Earnout Consideration (if any); in each case of clauses (x) through (z), multiplied by the aggregate number of shares of Series A-1 Preferred Stock subject to such Company A-1 Warrant.

(iii) Treatment of Company Common Warrants . No Company Common Warrants shall be assumed by Acquiror. On the terms and subject to the conditions set forth in this Agreement, each Company Common Warrant that is outstanding and unexercised as of immediately prior to the Effective Time that is not an Out-of-the-Money Company Common Warrant shall be cancelled and, at the Effective Time, each then unexercised and outstanding Company Common Warrant (other than Out-of-the-Money Company Common Warrants) shall be automatically converted into the right to receive, subject to and in accordance with Section 1.9 : (x) the excess of the Per Share Residual Total Earnout Consideration (if any) over the per share exercise price of such Company Common Warrant, multiplied by the aggregate number of shares of Company Common Stock subject to such Company Common Warrant. Each Out-of-the-Money Company Common Warrant shall be cancelled at the Closing without the payment of any consideration therefor.

(iv) Necessary Actions . Prior to the Effective Time, and subject to the reasonable review and approval of Acquiror (which approval shall not be unreasonably withheld or delayed), the Company shall take all actions reasonably necessary to effect the transactions contemplated by this Section 1.8(c) under the Company Option Plans, all Contracts related to any Company Option or Company Warrant, any other Contract of the Company, and any applicable Legal Requirements, including adopting all resolutions, giving all notices, obtaining consents from each Company Optionholder and Company Warrantholder and taking any other actions which are reasonably necessary to effectuate this Section 1.8(c) so that, at the Effective Time, the Company shall not have any outstanding equity interests or equity-related interests (including Equity Interests) other than shares of Company Capital Stock. The Company agrees to effect the termination of the Company Option Plans concurrently with the Closing, subject to the reasonable review and approval of Acquiror (which approval shall not be unreasonably withheld or delayed).

(d) Company Bonus Plans .

(i) Treatment of Company KERP Bonus Units . No Company KERP Bonus Units shall be assumed by Acquiror. On the terms and subject to the conditions set forth in this Agreement, each Company KERP Bonus Unit granted and outstanding (and not previously forfeited) immediately prior to the Effective Time shall be cancelled and, at the Effective Time, each Company KERP Bonus Unit then outstanding (and not previously forfeited) that is held by:

(A) an Unaccredited Investor shall be automatically converted into the right to receive, subject to and in accordance with Sections 1.9 and 1.12 : (x) the Per KERP Unit Closing Consideration; and (y) the Per KERP Unit Earnout Priority Amount (if any); and

(B) an Accredited Investor shall be automatically converted into the right to receive, subject to and in accordance with Sections 1.9 and 1.12 : (x) the Per KERP Unit (Accredited) Cash Consideration; (y) the Per KERP Unit (Accredited) Stock Consideration; and (z) Per KERP Unit Earnout Priority Amount (if any).

(ii) Treatment of Company Board Plan Awards . No Company Board Plan Awards shall be assumed by Acquiror. On the terms and subject to the conditions set forth in this Agreement, each Company Board Plan Award granted and outstanding (and not previously forfeited) immediately prior to the Effective Time shall be canceled and, at the Effective Time, each Company Board Plan Participant:

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 5 -

(A) that is an Unaccredited Investor shall be entitled to receive, subject to and in accordance with Sections 1.9 and 1.12 , the Company Board Plan Award Closing Consideration in the amount set forth opposite such Company Board Plan Participant’s name in the Spreadsheet; and

(B) that is an Accredited Investor shall be entitled to receive, subject to and in accordance with Sections 1.9 and 1.12 : (x) the Company Board Plan Award (Accredited) Cash Consideration; and (y) the Company Board Plan Award (Accredited) Stock Consideration; in each case of clauses (x) and (y), in the amounts set forth opposite such Company Board Plan Participant’s name in the Spreadsheet.

(iii) Necessary Actions . Prior to the Effective Time, and subject to the reasonable review and approval of Acquiror (which approval shall not be unreasonably withheld, conditioned or delayed), the Company shall take all actions reasonably necessary to effect the transactions contemplated by this Section 1.8(d) under the Company KERP and Company Board Plan, all Contracts related to any Company KERP Bonus Units or Company Board Plan Awards, any other Contract of the Company, and any applicable Legal Requirements, including adopting all resolutions, giving all notices, obtaining consents from each Company KERP Participant and Company Board Plan Participant and taking any other actions which are reasonably necessary to effectuate this Section 1.8(d) . The Company agrees to effect the termination of the Company KERP and Company Board Plan concurrently with the Closing, subject to the reasonable review and approval of Acquiror (which approval shall not be unreasonably withheld, conditioned or delayed).

(e) Capital Stock of Merger Sub . Each share of capital stock of Merger Sub that is issued and outstanding immediately prior to the Effective Time will, by virtue of the Merger and without further action on the part of any holder of any shares of capital stock of Acquiror, Merger Sub or the Company, be converted into and become one validly issued, fully paid and non-assessable share of Company Common Stock (and the shares of the Company into which the shares of Merger Sub capital stock are so converted shall be the only shares of the Company’s capital stock that are issued and outstanding immediately after the Effective Time). The certificate evidencing ownership of shares of Merger Sub capital stock will evidence ownership of such shares of Company Common Stock.

(f) Treasury Shares . At the Effective Time, all shares of Company Capital Stock that are owned by the Company as treasury stock (“ Treasury Shares ”) immediately prior to the Effective Time shall automatically be canceled and extinguished without any conversion thereof, and no cash, stock or other consideration shall be delivered or deliverable in exchange therefor.

(g) Calculation of Consideration . For purposes of calculating the aggregate amount of cash payable and shares of Acquiror Common Stock issuable to any Company Securityholder at any particular time pursuant to this Section 1.8 , (i) the consideration payable to each such Person shall be determined on a certificate by certificate (or option by option or warrant by warrant) basis, (ii) the aggregate amount of cash to be paid to each such Person in respect of a certificate (or option or warrant) at such time shall be rounded down to the nearest whole cent, (iii) the aggregate number of shares of Acquiror Common Stock to be issued to such Person in respect of a certificate (or option or warrant) at such time shall be rounded down to the nearest whole number.

(h) Transfer Restrictions . The shares of Acquiror Common Stock to which the Company Securityholders are entitled to receive in the Merger shall be subject to certain transfer and other restrictions, terms and conditions set forth in this Agreement and the Joinder Agreements, under applicable state and federal securities Legal Requirements, and any Encumbrances or restrictions imposed as a result of the nature or identity of the applicable Company Securityholder.

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 6 -

(i) Maximum Merger Consideration . Notwithstanding anything to the contrary contained in this Agreement, in no event shall the aggregate consideration payable or distributable by Acquiror hereunder exceed the Total Consideration (with the shares of Acquiror Common Stock valued at the Acquiror Trading Price for purposes of this Section 1.8(i) ).

(j) Appraisal Rights . Notwithstanding anything contained herein to the contrary, any Dissenting Shares shall not be converted into the right to receive the consideration provided for in Section 1.8(a) or Section 1.8(b) , as applicable, but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to any such Dissenting Shares pursuant to Delaware Law. Each holder of Dissenting Shares who, pursuant to the provisions of Delaware Law, becomes entitled to payment thereunder for such shares shall receive payment therefor in accordance with Delaware Law (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, then any such shares shall immediately be converted into the right to receive the consideration payable pursuant to Section 1.8(a) or Section 1.8(b) , as applicable, in respect of such shares as if such shares never had been Dissenting Shares, and Acquiror shall pay and deliver (or cause to be paid and delivered) to the holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified in Section 1.9 , following the satisfaction of the applicable conditions set forth in Section 1.9 , the amount of cash and the number of shares of Acquiror Common Stock to which such holder would be entitled in respect thereof under Section 1.8(a) or Section 1.8(b) , as applicable, as if such shares of Company Capital Stock never had been Dissenting Shares. The Company shall give Acquiror prompt notice of any demands for appraisal or purchase received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company, and Acquiror shall have the right to direct all negotiations and proceedings with respect to demands for appraisal or purchase under Delaware Law. The Company shall not, except with the prior written consent of Acquiror, or as otherwise required under Delaware Law, voluntarily make any payment or offer to make any payment with respect to, or settle or offer to settle, any claim or demand in respect of any Dissenting Shares. The payout of consideration under this Agreement to the Company Securityholders in accordance with this Section 1.8 (other than to holders of Dissenting Shares who shall be treated as provided in this Section 1.8(j) and under Delaware Law) shall not be affected by the exercise or potential exercise of appraisal rights or dissenters’ rights under Delaware Law by any other Company Securityholder. Notwithstanding the foregoing, to the extent that Acquiror, the Surviving Corporation, or the Company (i) makes any payment or payments in respect of any Dissenting Shares in excess of the value of all the shares of Acquiror Common Stock and/or cash that otherwise would have been owed in respect of such shares in accordance with this Agreement or (ii) incurs any Losses (including reasonable attorneys’ and reasonable consultants’ fees, costs and expenses and including any such reasonable fees, costs and expenses incurred in connection with investigating, defending against or settling any action or proceeding) in respect of any Dissenting Shares (excluding payments for such shares) ((i) and (ii) together “ Dissenting Share Payments ”), Acquiror shall be entitled to recover under the terms of Article VIII hereof the amount of such Dissenting Share Payments.

(k) Rights Not Transferable . The rights of the Company Securityholders as of immediately prior to the Effective Time are personal to each such Person and, except as agreed to in writing by the parties hereto and such Company Securityholder, shall not be transferable for any reason otherwise than by operation of law, will or the laws of descent and distribution. Any attempted transfer of such right by any holder thereof (otherwise than as permitted by the immediately preceding sentence) shall be null and void.

(l) Escrow Fund . At the Effective Time, by virtue of the Merger, and without any action on the part of Acquiror, Merger Sub, the Company, the Company Securityholders, or the Securityholder Representative, an amount equal to each Company Preferred Holder’s Closing Pro Rata

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 7 -

Portion of the Escrow Amount shall be withheld from the consideration otherwise payable to such Company Preferred Holder pursuant to Sections 1.8(a) , 1.8(b) , and 1.8(c) . The amount so withheld from each Company Preferred Holder who is an Accredited Investor and deposited into the Escrow Fund shall be in the form of shares of Acquiror Common Stock and the amount so withheld from each Company Preferred Holder who is an Unaccredited Investor and deposited into the Escrow Amount shall be in the form of cash. At the Closing, Acquiror shall deposit , or cause to be deposited, with the Escrow Agent the Escrow Amount, such deposit of the Escrow Amount to constitute an escrow fund to be governed by the terms set forth in this Agreement and the Escrow Agreement (together with any dividends and income earned on the Escrow Amount, the “ Escrow Fund ”), and, upon such deposit, Acquiror shall be deemed to have contributed to the Escrow Fund, on behalf of each Company Preferred Holder , an amount equal to such Company Preferred Holder ’s Closing Pro Rata Portion of the Escrow Amount. The Escrow Fund shall be available to compensate the Indemnified Parties for any claims by such parties for any Losses suffered or incurred by them and for which they are entitled to recovery under this Agreement, including Article VIII , and shall be distributed in accordance the terms and conditions of this Agreement, including Article VIII , and the Escrow Agreement.

(m) Expense Fund . At the Effective Time, by virtue of the Merger, and without any action on the part of Acquiror, Merger Sub, the Company, the Company Securityholders, or the Securityholder Representative, an amount equal to each Company Preferred Holder’s Closing Pro Rata Portion of the Expense Fund Amount shall be withheld from the cash consideration otherwise payable to such Company Preferred Holder pursuant to Sections 1.8(a) , 1.8(b) , and 1.8(c) . At the Closing, Acquiror shall deposit, or cause to be deposited, by wire transfer of immediately available funds, four hundred thousand dollars ($400,000) (the “ Expense Fund Amount ”) into an account designated by the Securityholder Representative in a written notice delivered to Acquiror at least two (2) Business Days prior to the Closing Date (the “ Expense Fund ”), and, upon such deposit, Acquiror shall be deemed to have contributed to the Expense Fund, on behalf of each Company Preferred Holder, an amount equal to such Company Preferred Holder’s Closing Pro Rata Portion of the Expense Fund Amount. The Expense Fund shall be accessed, and the Expense Fund Amount shall be used, solely by the Securityholder Representative to pay directly, or reimburse the Securityholder Representative for, any fees, costs or other expenses it may incur in performing its duties or exercising its rights under this Agreement, any Company Related Agreement or any Securityholder Representative engagement agreement. The Expense Fund shall be treated as received and deposited by the Company Preferred Holders at Closing for Tax purposes and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any Person. The Company Preferred Holders will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Securityholder Representative any ownership right that they may otherwise have had in any such interest or earnings. Upon conclusion of the Securityholder Representative’s duties hereunder, the Securityholder Representative shall disburse any amounts then-remaining in the Expense Fund (the “ Expense Fund Release Amount ”) to the Exchange Administrator for further distribution to the Company Preferred Holders in accordance with their respective Closing Pro Rata Portion. The Securityholder Representative is not providing any investment supervision, recommendations or advice and will not be liable for any loss of principal of the Expense Fund Amount other than as a result of its gross negligence, bad faith, fraud or willful misconduct. The Securityholder Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund Amount, and has no tax reporting or income distribution obligations hereunder.

1.9 Exchange Procedures .

(a) Exchange Administrator . Acquiom Clearinghouse LLC, a Delaware limited liability company, or another Person selected by Acquiror, shall serve as the exchange administrator (the “ Exchange Administrator ”) for the Merger.

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 8 -

(b) Exchange Documents . As soon as commercially practicable after the Effective Time, Acquiror or the Exchange Administrator shall mail (i) to each Company Stockholder entitled to receive any amount of the Total Consideration in respect of such Company Stockholder’s shares of Company Capital Stock, as the case may be, a letter of transmittal in the form mutually agreed by Acquiror and the Company on or prior to the Agreement Date (the “ Letter of Transmittal ”), and (ii) to each Company Warrantholder and Company Optionholder entitled to receive any amount of the Total Consideration in respect of such Person’s Company Warrants or Company Options , as the case may be, a surrender agreement in customary form (the “ Surrender Agreement ”), in each case, at the address set forth opposite such Person’s name in the Spreadsheet. After receipt of such Letter of Transmittal or Surrender Agreement (as applicable) and any other documents that Acquiror may reasonably require in order to effect the exchange or surrender (the “ Exchange Documents ”), including (if applicable) an Accredited Investor Questionnaire, each Company Securityholder will be required to surrender all certificates representing his, her or its shares of Company Capital Stock (the “ Company Stock Certificates ”), if any, to the Exchange Administrator (as specified in the Letter of Transmittal) for cancellation, together with duly completed and validly executed Exchange Documents and Accredited Investor Questionnaires. Upon surrender of his, her or its Company Stock Certificates (if any) for cancellation, together with delivery of Exchange Documents and Accredited Investor Questionnaires, duly completed and validly executed in accordance with the instructions thereto, such Company Securityholder shall be entitled to receive in exchange therefor the shares of Acquiror Common Stock and/or cash such Company Securityholder is entitled to receive at the Closing, and, as applicable, the right to Per Share Total Earnout Consideration (if any), pursuant to Section 1.8 , and the Company Stock Certificates so surrendered shall be cancelled. Until so surrendered, after the Effective Time, the Company Securities held by such Company Securityholder immediately prior to the Effective Time shall, for all corporate purposes, evidence only the ownership of the right to the shares of Acquiror Common Stock and/or cash and, as applicable, the right to Per Share Total Earnout Consideration (if any), into which such Company Securities shall have been converted pursuant to the terms of this Agreement. Subject to Section 1.9(d) , no portion of the Total Consideration will be paid to the holder of any unsurrendered Company Stock Certificate with respect to shares of Company Capital Stock formerly represented thereby until the holder of record of such Company Stock Certificate shall surrender such Company Stock Certificate (or a Lost Stock Affidavit, if applicable) and validly executed Exchange Documents and Accredited Investor Questionnaires pursuant hereto.

(c) No Further Ownership Rights in the Company Securities . All consideration paid or payable following the surrender for exchange of Company Securities in accordance with the terms hereof shall be so paid or payable in full satisfaction of all rights pertaining to such Company Securities. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers on the records of the Company of shares of Company Capital Stock which were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, any Company Stock Certificate is presented to Acquiror or the Surviving Corporation for any reason, such Company Stock Certificate shall be canceled and exchanged as provided in this Article I .

(d) Lost, Stolen or Destroyed Certificates . In the event any Company Stock Certificates shall have been lost, stolen or destroyed, Acquiror shall, or shall cause the Exchange Administrator to, deliver, in exchange for such lost, stolen or destroyed certificates, upon the making of an affidavit of that fact by the holder thereof (a “ Lost Stock Affidavit ”), such consideration, if any, as may be required pursuant to Section 1.8 hereof in respect thereof; provided , however , that (i) Acquiror may, in its reasonable discretion, or as required by the Exchange Administrator, and as a condition precedent to the making thereof, require the Company Stockholder who is the owner of such lost, stolen or destroyed certificates to provide an indemnification agreement in a form and substance reasonably acceptable to Acquiror against any claim that may be made against Acquiror, the Surviving Corporation or the Exchange Administrator that may arise in the case such certificates have not been lost, stolen or

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 9 -

destroyed, and (ii) the Exchange Administrator may require, as a condition precedent to the making thereof, the Company Stockholder who is the owner of such lost, stolen or destroyed certificates to deliver a bond in such amount as the Exchange Administrator may reasonably direct.

(e) No Liability . None of Acquiror, the Surviving Corporation or the Exchange Administrator shall be liable to any Company Securityholder for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar Legal Requirement.

(f) Transfers of Ownership . If any cash amounts or stock are to be disbursed pursuant to this Section 1.8 with respect to any shares of Company Capital Stock to a Person other than the Person whose name is reflected on the Company Stock Certificate surrendered in exchange therefor, it will be a condition of the issuance or delivery thereof that the certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have reasonably demonstrated that any transfer or other Taxes required by reason of the payment of any portion of the Total Consideration in any name other than that of the registered holder of the certificate surrendered is not payable or has been, or will be, paid in accordance with any applicable Legal Requirement.

(g) Legends . Each certificate or book-entry security entitlement representing any shares of Acquiror Common Stock (or any other securities issued in respect of such shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event) issued to or held by any Company Securityholder in accordance with the terms hereof shall bear the following legend (in addition to any other legends required by any Legal Requirement, the Acquiror Restated Certificate, Acquiror’s bylaws or any other agreement to which such Company Securityholder is a party):

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ ACT ”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN EXEMPTION FROM SUCH REGISTRATION UNDER SAID ACT. EXCEPT WITH RESPECT TO AN OFFER, SALE OR OTHER TRANSFER MADE IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER THE ACT, THE ISSUER OF THESE SHARES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR OTHER TRANSFER OTHERWISE COMPLIES WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

1.10 Total Earnout Consideration . If and only to the extent earned in accordance with this Section 1.10 , the Company Participating Holders will be entitled to receive from Acquiror after the Closing certain additional consideration in accordance with this Section 1.10 , subject to the terms and conditions set forth in this Agreement. Any portion of the Total Earnout Consideration payable pursuant to Section 1.8 and this Section 1.10 (if any) does not constitute compensation for services, but rather constitutes part of the consideration payable in connection with the Merger, and shall be subject to the deductions or withholdings referenced in Section 1.11 .

(a) Calculation of the Total Earnout Consideration .

(i) Solely upon the determination that Gross Revenue is equal to or greater than the Revenue Threshold (the “ Earnout Condition ”), such Company Participating Holders shall be

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 10 -

entitled to receive additional consideration in an aggregate amount equal to the Total Earnout Consideration, which amount shall be payable in accordance with Section 1.8 and Section 1.9 and shall be subject to the other terms and conditions set forth in this Agreement.

(ii) On or before the date which is forty-five (45) days after the last day of the Earnout Period (the “ Earnout Calculation Delivery Date ”), Acquiror shall prepare and deliver to Securityholder Representative a written statement (the “ Earnout Calculation Statement ”) setting forth in reasonable detail its determination of Gross Revenue for the Earnout Period and its calculation of the resulting Total Earnout Consideration (the “ Earnout Calculation ”).

(iii) Securityholder Representative shall have forty-five (45) days after receipt of the Earnout Calculation Statement (the “ Review Period ”) to review the Earnout Calculation Statement and the Earnout Calculation set forth therein. During the Review Period, Securityholder Representative and its representatives shall have the right during normal business hours, and upon reasonable advance notice, to inspect the books and records of the Business, Acquiror and Acquiror’s Affiliates and Subsidiaries solely to the extent such books and records are used by Acquiror in its calculation of Gross Revenue as set forth in the Earnout Calculation Statement; provided that such access and inspection does not unreasonably interfere with normal operations of the Business, Acquiror or any of Acquiror’s Affiliates or Subsidiaries, including the Surviving Corporation; provided , further , that, prior to such access or inspection, Securityholder Representative executes Acquiror’s reasonable standard non-disclosure agreement (which shall include an acknowledgment that all such information constitutes material non-public information). Prior to the expiration of the Review Period, Securityholder Representative may object to the Earnout Calculation by delivering a written notice of objection (the “ Earnout Calculation Objection Notice ”) to Acquiror. The Earnout Calculation Objection Notice shall specify the items in the Earnout Calculation disputed by Securityholder Representative and shall describe in reasonable detail the basis for such objection, as well as the amount in dispute. If Securityholder Representative fails to deliver an Earnout Calculation Objection Notice to Acquiror prior to the expiration of the Review Period, then the Earnout Calculation set forth in the Earnout Calculation Statement shall be final and binding on the parties hereto. If Securityholder Representative timely delivers an Earnout Calculation Objection Notice, Acquiror and Securityholder Representative shall negotiate in good faith to resolve the disputed items and agree upon a calculation of Gross Revenue and the resulting Total Earnout Consideration. If Acquiror and Securityholder Representative are unable to reach agreement within thirty (30) days after the Earnout Calculation Objection Notice has been delivered to Acquiror, all unresolved disputed items shall be promptly referred to an impartial nationally recognized firm of independent certified public accountants, appointed by mutual agreement of Acquiror and Securityholder Representative (the “ Independent Accountant ”). The Independent Accountant shall be directed to render a written report on the unresolved disputed items with respect to the Earnout Calculation as promptly as practicable, and to resolve only those unresolved disputed items set forth in the Earnout Calculation Objection Notice, which resolution shall be within the range of the difference between Acquiror’s positions with respect to such items and Securityholder Representative’s positions with respect to such items. If unresolved disputed items are submitted to the Independent Accountant, Acquiror and Securityholder Representative shall each furnish to the Independent Accountant such work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Accountant may reasonably request. The Independent Accountant shall resolve the disputed items based on the applicable definitions and other terms in this Agreement. The resolution of the dispute and the calculation of Gross Revenue that is the subject of the Earnout Calculation Objection Notice by the Independent Accountant shall be final and binding on the parties hereto. The fees and expenses of the Independent Accountant shall be borne by Securityholder Representative (on behalf of the Company Participating Holders) and Acquiror in proportion to the amounts by which their respective calculations of Gross Revenue differ from Gross Revenue as finally determined by the Independent Accountant.

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 11 -

(iv) Notwithstanding anything set forth in this Agreement to the contrary, in the event that, during the Earnout Period, there occurs (A) a Change of Control, (B) any breach by Acquiror of any of Sections 1.10(c)(i)(A) , (B) or (C) , and such breach has not been cured within thirty (30) days after delivery of a written notice to Acquiror setting forth in reasonable detail the facts and circumstances of such breach, or (C) [***], then (x) the Earnout Condition shall be deemed satisfied and (y) “ Total Earnout Consideration ” shall mean nineteen million five-hundred thousand dollars ($19,500,000), minus all Transaction Expenses (including Listed Transaction Expenses) that have not been paid prior to the final determination of Total Earnout Consideration and not already take into account in the calculation of Final Total Closing Cash Consideration (the “ Accelerated Earnout Payment Amount ”).

(b) Payment of Total Earnout Consideration . Upon the final determination of Total Earnout Consideration pursuant to this Section 1.10 , and subject to Section 1.9 , Section 1.10(d) and the other terms and conditions of this Agreement, Acquiror shall, within fifteen (15) days of such final determination, pay or cause to be paid the Total Earnout Consideration in cash in accordance with the provisions of Section 1.8 .

(i) Acquiror covenants and agrees that during the Earnout Period it will, and to the extent applicable, it will cause its Subsidiaries to (collectively, the “ Earnout Operating Covenants ”):

(A) operate the Business as a business unit separate from the remainder of Acquiror’s business operations, including the operations of its Affiliates and Subsidiaries, which separate business unit shall have separate line items in Acquiror’s books and records and shall be accounted for using appropriate identifiers and codes; provided, however , that, notwithstanding the foregoing, Acquiror shall be permitted to cause the Business to share in general corporate, administrative and other services with the remainder of Acquiror’s business operations, ordinary course contracts will be permitted only within the approval levels, policies and procedures currently in Acquiror’s business, and the Business will not have the ability to take on debt or any other material liability without prior approval of Acquiror;

(B) [***];

(C) not take any action with the intent of adversely affecting the ability to achieve the payment of the Total Earnout Consideration;

(D) cause Acquiror’s debt documentation, if any, to permit payment of the Total Earnout Consideration, if earned, in accordance with the terms of this Agreement; and

(E) within forty-five (45) days following the end of each calendar quarter, deliver to Securityholder Representative detailed statements setting forth Acquiror’s good faith calculation of Gross Revenue through the end of such calendar quarter.

(ii) Except as expressly set forth in Section 1.10(c)(i) , Acquiror shall be permitted, in its sole discretion, to make any adjustments, changes, or revisions to any business or other operating plan of the Business that Acquiror determines necessary or appropriate in its sole discretion, including in consideration of the macro-economic environment or the operating or financial performance of the Business, Acquiror, the Surviving Corporation, or any of their respective Affiliates or the economic environment of any industry in which any of the foregoing operate. For the avoidance of doubt, the

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 12 -

parties agree that, other than claims under Section 1.10(a)(iv) , none of the Company Participating Holder s nor any other Person shall have any recourse against Acquiror, the Surviving Corporation, or any of their respective Affiliates with respect to any failure of the Business to obtain or meet any particular Gross Revenue or the Revenue Threshold or any other financial, operating, or business metric.

(iii) Except as expressly set forth in Section 1.10(c)(i) , the Company, the Securityholder Representative, and the Company Participating Holders acknowledge and agree that (A) at and after the Effective Time, Acquiror shall have the power and right to control all aspects of the Business and the Surviving Corporation (and all of the assets, products, and operations of both the Business and the Surviving Corporation), and that Acquiror may exercise or refrain from exercising such power and right as it may deem appropriate and in the best overall interests of Acquiror and its stockholders, taken as a whole, rather than the interest of the Company Participating Holders with respect to the Total Earnout Consideration, and (B) none of Acquiror, the Surviving Corporation, or any of their respective Affiliates (or any of Representatives of the foregoing) shall have any obligation to own, operate, use, license, develop, commercialize or otherwise exploit the Business or the Surviving Corporation (or any of the assets, products, or operations of either the Business or the Surviving Corporation) in any particular manner, including in order to maximize or expedite the achievement of Gross Revenue or the Revenue Threshold or any other financial, operating, or business metric, or maximize, or expedite or ensure the payment of the Total Earnout Consideration (if any). The Company, the Securityholder Representative, and the Company Participating Holders further acknowledge and agree that (C) there is no assurance that the Company Participating Holders will receive the Total Earnout Consideration (if any), (D) none of Acquiror, the Surviving Corporation, or any of their respective Affiliates (or any of Representatives of the foregoing) promised or projected any amounts to be received by the Company Participating Holders in respect of the Total Earnout Consideration (if any), (E) none of them has relied on any statements or information provided by any of Acquiror, the Surviving Corporation, or any of their respective Affiliates (or any of Representatives of the foregoing) with respect to the development or potential sales or value of the Business, the Company, the Surviving Corporation, or any of the assets, products, or operations of the foregoing, and (F) none of Acquiror, the Surviving Corporation, or any of their respective Affiliates (or any of Representatives of the foregoing) owes any fiduciary duty to the Securityholder Representative or the Company Participating Holders (other than as may arise as solely a result of such Person’s ownership of Acquiror Common Stock).

(d) Right of Set-Off . Notwithstanding anything set forth in this Agreement to the contrary, the Company Participating Holders’ rights to receive their respective aggregate Per Share Total Earnout Consideration (if any) shall be subject to the set-off rights provided for in this Agreement, including Section 8.4 , or otherwise provided by any Legal Requirement. Any such set-off against the Total Earnout Consideration shall be made such that the payments withheld from the Company Participating Holders shall be in proportion to their respective Overall Pro Rata Portion of the amount of applicable Losses.

(e) No Assignment . No rights or interest of any Company Participating Holder under this Section 1.10 may be assigned, transferred or otherwise disposed of, in whole or in part, other than pursuant to the laws of descent and distribution or by will or as otherwise consented to in writing by Acquiror.

(f) Sole Intent . The parties intend the express provisions of this Agreement to govern solely their contractual relationship with respect to the Total Earnout Consideration, which, other than the Escrow Fund, is the only contingent Merger consideration of its kind.

1.11 Withholding Rights . Acquiror, the Company, the Surviving Corporation, the Exchange Administrator, the Escrow Agent, and any Affiliate of any of the foregoing shall be entitled to deduct and

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 13 -

withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any Person such amounts as may be required to be deducted or withheld therefrom under any provision of any Tax law or under any Legal Requirements. To the extent such amounts are so deducted or withheld and remitted to the applicable Governmental Entity, such amounts shall be treated for all purposes of this Agreement as having been delivered and paid to the Person in respect of which such deduction and withholding was made. Notwithstanding the foregoing, other than with respect to payments to employees, Acquiror shall provide the applicable Company Securityholders written notification of its intent to withhold at least five (5) days prior to such withholding being made and reasonably cooperate with such Company Securityholder in mitigating the requirement to withhold, provided, the foregoing shall not apply in the event that a Company Securityholder does not timely provide a properly completed and duly executed IRS Form W-9 or applicable W-8.

1.12 Closing Payments .

(a) At the Closing, Acquiror shall deposit, or cause to be deposited, with the Exchange Administrator an amount of cash equal to (i) the Total Closing Cash Consideration (as set forth in the Company Closing Statement) less (ii) that portion of the Total Closing Cash Consideration that it reasonably determines appropriate to be paid through payroll distributions of the Surviving Corporation, Acquiror, or other Person, in accordance with the terms of this Agreement (the “ Exchange Fund ”). Any portion of the Exchange Fund (and any interest or other income earned thereon) that remains unclaimed by the Company Securityholders one year after the Effective Time shall be returned to Acquiror (or, at Acquiror’s written direction, one of its Affiliates), upon demand, and any such Company Securityholder who has not exchanged such his, her, or its Company Securities in accordance with the terms of this Agreement, including Section 1.9 , prior to that time shall thereafter look only to Acquiror and the Surviving Corporation (as general unsecured creditors) for payment of the applicable portion of the Total Closing Cash Consideration in respect of his, her or its Company Securities without any interest thereon.

(b) At the Closing, Acquiror shall deposit, or cause to be deposited, in the account specified in each Closing Expense Pay-off Letter and Closing Indebtedness Pay-off Letter, as applicable, the amount to be paid in connection with, and not paid prior to, the Closing, in each case, as set forth in each such letter.

(c) Notwithstanding anything herein to the contrary, Acquiror shall be permitted to cause any cash portion of the Total Consideration payable to a Company Employee (other than any amounts payable to Company KERP Participants or Company Board Plan Participants or any other Change in Control Payments payable upon Closing and for which a special payroll distribution shall be made on the Closing Date, subject to the terms and conditions of this Agreement) to be paid by the Surviving Corporation or Acquiror (or such other entity employing such Continuing Employee) through such Person’s regular payroll distributions and subject to applicable Tax withholdings, and Acquiror shall cause each such payment to be made no later than the first regularly scheduled payroll distribution following the date such cash amount becomes payable in accordance with the terms and conditions of this Agreement. In furtherance of the foregoing, the Company shall take such actions and, upon Acquiror’s reasonable request, provide such information that may be necessary or appropriate prior to the Closing Date to facilitate the making of any special or regular payroll distribution referenced in this Section 1.12(c) .

(d) Acquiror shall cause any Unpaid Change in Control Payments to be paid in accordance with the underlying agreements relating thereto, in each case, which are in effect on the Agreement Date and made available to Acquiror. To the extent such amounts are payable to a Company Employee, such amounts may be paid through a payroll distribution. To the extent any such amounts were taken into account in the calculation of Total Closing Cash Consideration, but are not ultimately

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 14 -

required, per the terms of such underlying agreements, to be paid to the intended recipient, Acquiror shall cause such amounts to be promptly paid to the Exchange Administrator for distribution to the applicable Company Securityholders in accordance with and subject to the other terms and conditions of this Agreement .

1.13 Adjustments . The consideration to be received pursuant to Section 1.8 shall be adjusted to reflect fully the effect of any stock split, reverse stock split, combination, stock dividend (including any dividend or distribution of securities convertible into Acquiror Common Stock or Company Capital Stock), or other distribution in respect of Acquiror Common Stock or Company Capital Stock, reorganization, reclassifications or other like change with respect to Acquiror Common Stock or Company Capital Stock occurring after the Agreement Date.

1.14 Company Loans to Company Securityholders . In the event that any Company Securityholder as a borrower has outstanding loans from the Company or any Company Subsidiary as of the Effective Time, the consideration payable to such Company Securityholder pursuant to Section 1.8 shall be reduced by an amount equal to the outstanding principal plus accrued interest, if any, of such Company Securityholder’s loans as of the Effective Time, plus any other amounts owed by such Company Securityholder to the Company and the Company Subsidiaries (collectively, such Company Securityholder’s “ Loan Repayment Amount ”). Such loans shall be satisfied as to the amount by which the consideration is reduced pursuant to this Section 1.14 . To the extent the consideration payable to such Company Securityholder is so reduced, such amount shall be treated for all purposes under this Agreement as having been paid to such Company Securityholder.

Article II

Representations and Warranties of the Company

Subject to such exceptions as are specifically set forth in the appropriate section, subsection or subclause of the disclosure schedule supplied to Acquiror on the Agreement Date (the “ Disclosure Schedule ”) or in any other section, subsection or subclause of the Disclosure Schedule solely if and to the extent that it is readily apparent on the face of such disclosure that it applies to such other section, subsection or subclause of this Article II without reference to the documents referenced therein, the Company hereby represents and warrants to Acquiror and Merger Sub, as of the Agreement Date and as of the Closing Date , as though made at the Closing Date, the following:

2.1 Organization and Good Standing .

(a) The Company is duly incorporated and organized, and is validly existing in good standing, under the Legal Requirements of the State of Delaware. The Company has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as currently conducted. The Company is duly qualified or licensed to do business, and is in good standing, to the extent such concept is applicable, in each jurisdiction in which the character or location of its assets or properties (whether owned, leased or licensed) or the nature of its business make such qualification or license necessary to the Company’s business as currently conducted , except where the failure to be so licensed, qualified or in good standing would not have a Company Material Adverse Effect. The Company has made available a true and correct copy of its certificate of incorporation, as amended to date (the “ Certificate of Incorporation ”), and of its bylaws, as amended to date, each in full force and effect on the Agreement Date (collectively, as amended to date, the “ Charter Documents ”). No amendment to any of the Charter Documents has been approved or proposed. Except as set forth on Section 2.1(a) of the Disclosure Schedule, the operations now being conducted by the Company are not now conducted under any other name and have not been conducted under any other name.

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 15 -

(b) Section 2.1(b) of the Disclosure Schedule sets forth a true, correct and complete list of all Company Subsidiaries. Each Company Subsidiary has the requisite corporate (or similar) power and authority to own, lease and operate its assets and properties and to carry on its business as currently conducted. Each Company Subsidiary is duly qualified or licensed to do business, and is in good standing, to the extent such concept is applicable, in each jurisdiction in which the character or location of its assets or properties (whether owned, leased or licensed) or the nature of its business make such qualification or license necessary to such Person’s business as currently conducted , except where the failure to be so licensed, qualified or in good standing would not have a Company Material Adverse Effect. The Company has made available a true and correct copy the certificate of incorporation, limited liability company agreement, bylaws, or other organizational document of each of the Company Subsidiaries, each as amended to date and in full force and effect on the Agreement Date ( as amended to date, the “ Subsidiary Charter Documents ”). No amendment to any of the Subsidiary Charter Documents has been approved or proposed. The operations now being conducted by the Company Subsidiaries are not now conducted under any other name and have not been conducted under any other name. The Company owns directly or indirectly all of the issued and outstanding Equity Interests of each of the Company Subsidiaries. No shares of Company Capital Stock are held by a Company Subsidiary. All outstanding Equity Interests of the Company Subsidiaries are duly authorized, validly issued, fully paid and non-assessable and not subject to any Encumbrances, outstanding subscriptions, preemptive rights, rights of first refusal or “put” or “call” rights created by statute, the Subsidiary Charter Documents of such Company Subsidiary, or any Contract to which any Company Subsidiary is a party or by which it or any of its assets is bound, and have been issued in compliance with all applicable Legal Requirements and all requirements set forth in the Subsidiary Charter Documents and all Contracts to which any Company Subsidiary is a party or by which it or any of its assets is bound. There are no options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which any Company Subsidiary is a party or by which any Company Subsidiary is bound obligating any Company Subsidiary to issue, deliver, sell, repurchase or redeem, or cause to be issued, sold, repurchased or redeemed, any Equity Interest of such Company Subsidiary or obligating any Company Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call right, commitment or agreement. There are no outstanding, or authorized, stock appreciation, phantom stock, profit participation, or other similar rights with respect to any Company Subsidiary.

(c) Section 2.1(c) of the Disclosure Schedule lists, as of the Agreement Date, the directors and officers of the Company and each Company Subsidiary as of the Agreement Date. No indemnification claims have ever been asserted by any current or former director or officer of the Company or any Company Subsidiary which have not been fully resolved.

(d) Section 2.1(d) of the Disclosure Schedule lists, as of the Agreement Date, every state or foreign jurisdiction in which the Company or any Company Subsidiary has current Company Employees or facilities or the nature of its business makes qualification with such jurisdiction necessary (specifying the existence of such current Company Employees or facilities or the nature of its business in each such state or foreign jurisdiction).

(e) Neither the Company nor any Company Subsidiary is obligated to make any future investment in or capital contribution to any other Person , other than, with respect to the Company, any investment or capital contributions to be made to any Company Subsidiary listed on Section 2.1(b) of the Disclosure Schedule.

(f) The minute books of the Company and each Company Subsidiary, true, complete and correct copies of which have been made available to Acquiror, contain, in all material respects, a complete summary of all meetings and true, complete and correct copies of all consents of directors and stockholders or other equity holders since the time of incorporation.

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 16 -

2.2 Authority and Enforceability . The Company has all requisite corporate power and authority to enter into, execute and deliver this Agreement and the Company Related Agreements to which it is a party , to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated hereby and thereby. The entry into and execution and delivery of this Agreement and the Company Related Agreements to which the Company is a party , the performance of the obligations hereunder and thereunder, and the consummation of the Merger and the other transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of the Company, and no further action is required on the part of the Company to authorize the Agreement and the Company Related Agreements to which the Company is a party and the transactions contemplated hereby and thereby, subject only to receipt of the Required Stockholder Approval. The Required Stockholder Approval is the only vote or consent of Company Securityholders required to adopt this Agreement and approve the Merger, the Certificate Amendment, and the other transactions contemplated hereby and by the Company Related Agreements to which the Company is a party under applicable Legal Requirements, the Charter Documents, the Subsidiary Charter Documents and any other Contract to which the Company or any Company Subsidiary is a party. The Company Board has (a) unanimously resolved that the Merger and the Certificate Amendment are advisable and in the best interests of the Company and its stockholders, (b) unanimously approved this Agreement and the Merger and the Certificate Amendment, (c) directed that the adoption of this Agreement and approval of the Merger and the Certificate Amendment be submitted to the Company Stockholders for consideration, and (d) unanimously recommended that all of the Company Stockholders adopt this Agreement and approve the Merger and the Certificate Amendment and the other matters set forth in the Stockholder Written Consent and not exercise their dissenters’ or appraisal rights under the applicable provisions of Delaware Law in connection with the Merger. This Agreement and each Company Related Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar Legal Requirements affecting the rights of creditors generally and (ii) Legal Requirements governing specific performance, injunctive relief and other equitable remedies.

2.3 Governmental Approvals and Consents . Except for the filing of the Certificate of Merger and the Certificate Amendment, no Permit, notice, waiver, approval, declaration, Order or authorization of, or filing with, any Governmental Entity (“ Governmental Approval ”) is required by, or with respect to, the Company or any Company Subsidiary in connection with the entry into, execution or delivery of this Agreement or any Company Related Agreement to which the Company is a party , the performance of its obligations hereunder or thereunder, or the consummation of the Merger or any other transaction contemplated by this Agreement or any Company Related Agreement to which the Company is a party.

2.4 No Conflicts . The execution and delivery by the Company of this Agreement and the Company Related Agreements to which the Company is a party , the performance of its obligations hereunder and thereunder, and the consummation of the Merger and the other transactions contemplated by this Agreement and the Company Related Agreements to which the Company is a party, does not and will not conflict with or result in any violation of or default under (with or without notice or lapse of time, or both) or give rise to a payment obligation, consent, waiver, approval, termination, cancellation, modification, or acceleration of any obligation or loss of any benefit (or any right with respect to the foregoing) (any such event, a “ Conflict ”) under (a) any provision of the Charter Documents or the Subsidiary Charter Documents, as amended, (b) any Material Contract to which the Company or a Company Subsidiary is a party or by which any of their respective properties or assets (whether tangible or intangible) are bound, or (c) any Legal Requirement applicable to the Company or any Company Subsidiary or any of their respective properties or assets (whether tangible or intangible). Section 2.4 of the Disclosure Schedule sets forth all necessary consents, waivers and approvals of parties to any Material Contracts as are required thereunder in connection with the Transaction . The Company and each

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 17 -

Company Subsidiary will not be required to make any payment under such Material Contracts in connection with the transactions contemplated by this Agreement.

2.5 Company Capital Structure .

(a) The authorized capital stock of the Company consists solely of 57,750,000 shares, consisting of 30,750,000 shares of Company Common Stock, of which 14,551,077 shares are issued and outstanding as of the Agreement Date, and 27,000,000 shares of Company Preferred Stock, of which (i) 7,000,000 shares are designated “Series A-1 Preferred Stock”, 6,923,073 shares of which are issued and outstanding as of the Agreement Date, and (ii) 20,000,000 shares are designated “Series A-2 Preferred Stock”, 171,980 shares of which are issued and outstanding as of the Agreement Date. There are no shares of Company Capital Stock owned by the Company, held by the Company in the Company’s treasury or held by any of the Company Subsidiaries. Each share of Series A-1 Preferred Stock is convertible into shares of Company Common Stock at a 1:1 ratio. The Series A-2 Preferred Stock is not convertible into shares of Company Common Stock or any other Company Capital Stock. There are no events or circumstances that have occurred that would give rise to any anti-dilution or other adjustments to the respective conversion rates of the Company Preferred Stock. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and not subject to any Encumbrances, outstanding subscriptions, preemptive rights, rights of first refusal or “put” or “call” rights created by statute, the Charter Documents, or any Contract to which the Company is a party or by which it or any of its assets is bound. The Company has no liability for dividends accrued or declared but unpaid.

(b) As of the Agreement Date, the Company Capital Stock is held by the Persons with the domicile addresses set forth in Section 2.5(b) of the Disclosure Schedule which further sets forth for each such Person: (i) an indication as to whether such Person is an Accredited Investor or an Unaccredited Investor, to the extent known by the Company; (ii) the number, class, status as book-entry, and series of shares of Company Capital Stock held by such Person, and whether such person is the record and/or beneficial owner of such shares; (iii) the date of acquisition of such shares; (iv) the applicable stock certificate(s) representing such shares; (v) the number of shares subject to repurchase ; (vi) whether any such repurchase rights will lapse, in whole or in part, as a result of this Agreement and the transactions contemplated hereby; and (vii) the vesting schedule for such shares, if applicable. Except as set forth in Section 2.5(b) of the Disclosure Schedule, the Company has no other capital stock authorized, issued or outstanding. None of the shares of Company Capital Stock, including those set forth on Section 2.5(b) of the Disclosure Schedule, were eligible for an election under Section 83(b) of the Code.

(c) Except for the Company Option Plans , neither the Company nor any Company Subsidiary has ever adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity-related compensation to any Person (whether payable in shares, cash or otherwise). The Company has reserved 5,389,125 shares of Company Common Stock for issuance to employees, non-employee directors, advisors, consultants, and Persons engaged by the Company or a Company Subsidiary through a third party agency pursuant to the Company Option Plans , of which (i) 4,803,049 shares are issuable upon the exercise of outstanding, unexercised options granted under the Company Option Plans , (ii) 1,750 shares have been issued upon the exercise of options granted under the Company Option Plans , and (iii) 584,326 shares remain available for future grant. The terms of the Company Option Plan permits the treatment of the Company Options as provided in this Agreement, without the consent or approval of the holders of such securities, the Company Stockholders, or otherwise (other than the resolution of the Company Board).

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 18 -

(d) As of the Agreement Date, the Company Options are held by the Persons with the domicile addresses set forth in Section 2.5(d) of the Disclosure Schedule which further sets forth for each such Person: (i) an indication as to whether such Person is an Accredited Investor or an Unaccredited Investor, to the extent known by the Company; (ii) whether such Person is an employee, consultant, director or officer of the Company or any Company Subsidiary or, to the extent known by the Company , whether such Person has some other relationship with the Company or any Company Subsidiary; (iii) the grant date of each Company Option held by such Person and expiration date of each such Company Option (if applicable); (iv) whether each such Company Option (if applicable) was granted pursuant to a Company Employee Plan, and the name of such Contract ; (v) the vesting schedule (including all acceleration provisions) applicable to each such Company Option and the extent to which each such Company Option is vested as of immediately prior to the Effective Time ; and (vi) the exercise price per share and the number, class, status as book-entry and series of shares of Company Capital Stock underlying each such Company Option . None of the Company Options, including those set forth on Section 2.5(d) of the Disclosure Schedule, qualifies as an “incentive stock” option as defined in Section 422 of the Code or is subject to Section 409A of the Code and guidance and regulations promulgated thereunder. The Company has timely prepared, submitted and filed all Tax forms, securities registration and prospectuses, exchange control approval applications and other documents and notices required to be prepared, submitted or filed by the Company in connection with the grant, issuance and/or exercise of Company Options . True and complete copies of all Contracts relating to or issued under the Company Option Plan or otherwise with respect to Company Options have been made available to Acquiror , and such agreements and instruments have not been amended, modified or supplemented other than as provided in this Agreement, and there are no agreements to amend, modify or supplement such agreements or instruments from the agreements made available to Acquiror . No Company Optionholder has the ability to early exercise any Company Options and acquire unvested shares of Company Capital Stock that are subject to a right of repurchase, risk of forfeiture, vesting condition, or similar restriction under the Company Option Plans or any other Contract relating to such Company Options.

(e) The Company has reserved 12,500 shares of Series A-1 Preferred Stock for issuance in connection with Company A-1 Warrants, of which (i) 12,500 shares are issuable upon the exercise of outstanding, unexercised Company A-1 Warrants, (ii) 0 shares have been issued upon the exercise of Company A-1 Warrants, and (iii) 0 shares remain available for future grant. The Company has reserved 423,487 shares of Company Common Stock for issuance in connection with Company Common Warrants, of which (i) 423,487 shares are issuable upon the exercise of outstanding, unexercised Company Common Warrants, (ii) 0 shares have been issued upon the exercise of Company Common Warrants, and (iii) 0 shares remain available for future grant.

(f) As of the Agreement Date, the Company W arrants are held by the Persons with the domicile addresses set forth in Section 2.5(f) of the Disclosure Schedule which further sets forth for each such Person: (i) an indication as to whether such Person is an Accredited Investor or an Unaccredited Investor, to the extent known by the Company; (ii) whether such Person is an employee, consultant, director or officer of the Company or any Company Subsidiary or, to the extent known by the Company, whether such Person has some other relationship with the Company or any Company Subsidiary; (iii) the date of issuance of each Company Warrant held by such Person and expiration date of each such Company Warrant; and (iv) the exercise price per share and the number, class, status as book-entry and series of shares of Company Capital Stock underlying each such Company Warrant. All of the Company Warrants terminate automatically upon the consummation of the Merger without any further action on the part of the Company or the holder thereof. True and complete copies of all Contracts evidencing or otherwise relating to each Company Warrant have been made available to Acquiror, and such Contracts have not been amended, modified or supplemented other than as provided in this Agreement, and there are no agreements to amend, modify or supplement such agreements or instruments from the agreements made available to Acquiror.

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 19 -

(g) All Company Capital Stock, Company Options and Company Warrants have been issued in compliance with all applicable Legal Requirements, the Charter Documents, or any Contract to which the Company is a party or by which it or any of its assets is bound. No notice to any Company Securityholder is required to effect the Merger or the other transactions contemplated by this Agreement or the Company Related Agreements. To the knowledge of the Company, no event has occurred, and no circumstance or condition exists, that has resulted in, or that will or would reasonably be expected to result in, and there is no reasonable basis for, any liability of the Company or any Company Subsidiary to any current, former or alleged holder of securities of the Company (including Company Capital Stock, Company Options, and Company Warrants) in such Person’s capacity (or alleged capacity) as a holder of such securities, whether related to the Merger or otherwise.

(h) Other than (x) as set forth in Section 2.5(b) , Section 2.5(d) , Section 2.5(f) , Section 2.5(i) , and Section 2.5(j) of the Disclosure Schedule, and (y) any Equity Interests in the Company that are granted between the Agreement Date and the Closing Date in compliance with this Agreement, there are no authorized, issued or outstanding Equity Interests of the Company or any Contract of any character to which the Company or, to the knowledge of the Company, a Company Securityholder is a party or by which the Company’s assets is bound, (A) obligating the Company or, to the knowledge of the Company, such Company Securityholder to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Equity Interests of the Company, or (B) obligating the Company to grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any Equity Interests of the Company. Section 2.5(h) of the Disclosure Schedule sets forth a true, complete and correct list of each Person with an offer letter or other Contract that contemplates, effective as of the Agreement Date, a grant of Company Options or other Equity Interests of the Company, or who has otherwise been promised Company Options or other Equity Interests of the Company, which Company Options have not been granted, or other Equity Interests have not been granted or issued, as of the Agreement Date. To the knowledge of the Company, no Equity Interest of the Company is subject to any Encumbrances , co-sale rights, “drag-along rights” , preemptive rights, rights of first refusal or other rights to purchase, register or transfer such stock (whether in favor of the Company or any other Person) . Other than the Company Stockholder Agreement and the Charter Documents, neither the Company nor any of the Company Subsidiaries is a party to any Contract with any of the Company Stockholders or any of their respective Affiliates. To the knowledge of the Company , other than as set forth in Section 2.5(h) of the Disclosure Schedule , no Company Securityholder has entered into any Contract with respect to the voting of equity securities of the Company. As a result of the Merger, upon the Effective Time, Acquiror will be the sole record and beneficial holder of all issued and outstanding Company Capital Stock and there will be no outstanding rights to acquire or receive any shares of Company Capital Stock, whether or not such shares of Company Capital Stock are outstanding.

(i) As of the Agreement Date, the Company has granted Company KERP Bonus Units to the Persons with the domicile addresses set forth in Section 2.5(i) of the Disclosure Schedule which further sets forth for each such Person: (i) an indication as to whether such Person is an Accredited Investor or an Unaccredited Investor, to the extent known by the Company; (ii) the number of Company KERP Bonus Units granted to such Person and the number of such units outstanding as of the Agreement Date; (iii) the date of grant of such units; and (iv) the aggregate percentage of the Company KERP Bonus Pool to which such Person is entitled. Except as set forth in Section 2.5(i) of the Disclosure Schedule, the Company has no other Company KERP Bonus Units granted or outstanding and no other Person is entitled to a Company KERP Bonus Unit.

(j) As of the Agreement Date, the Company has granted Company Board Plan Awards to the Persons with the domicile addresses set forth in Section 2.5(j) of the Disclosure Schedule which further sets forth for each such Person: (i) an indication as to whether such Person is an Accredited Investor or an Unaccredited Investor, to the extent known by the Company; (ii) the number of fiscal year

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 20 -

quarters that such Person has served as a member of the Company Board as of the Agreement Date; (iii) the date of grant of such award; and ( iv ) the dollar of such Person’s Company Board Plan Award, assuming that the Closing were to occur on the Agreement Date. Except as set forth in Section 2.5(j) of the Disclosure Schedule, the Company has no other Company Board Plan Awards granted or outstanding and no other Person is entitled to a Company Board Plan Award.

(k) Section 2.5(k) of the Disclosure Schedule sets forth , as of the Agreement Date , all Company Indebtedness, including the amount of such Indebtedness, a breakdown of the components of such Indebtedness (including any prepayment premiums, penalties, breakage costs, “make whole amounts,” costs, expenses and other payment obligations that would arise if any or all of such Indebtedness were prepaid, extinguished, unwound and settled in full prior to maturity), any assets securing such Indebtedness, and Person to whom such Indebtedness is owed, and , other than as set forth therein, the Company and the Company Subsidiaries have no outstanding Indebtedness. No Company Indebtedness contains any restriction upon the prepayment of any such Indebtedness. With respect to each such item of Company Indebtedness, neither the Company nor any Company Subsidiary is in default and no payments are past due. After giving effect to the Closing, and assuming repayment of all of the Indebtedness set forth on Section 2.5(k) of the Disclosure Schedule, the Company and the Company Subsidiaries will have no Indebtedness.

(l) There are no outstanding loans or Indebtedness involving , on the one hand, the Company or any Company Subsidiary and , on the other hand, any of the Company Securityholders.

(m) No bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary (i) having the right to vote on any matters on which shareholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is in any way based upon or derived from capital or voting stock of the Company, are issued or outstanding as of the Agreement Date.

(n) The information contained in the Spreadsheet will be true, correct and complete in all respects as of the Closing Date and the payments to be made based on the information contained therein will be accurate and in accordance with applicable Legal Requirements, the terms of this Agreement, the Charter Documents, and all other Contracts among the Company and/or any of the Company Securityholders, and no Company Securityholder or any other Person will be entitled to any portion of the Total Consideration except as provided in the Spreadsheet.

2.6 Litigation . Except as set forth on Section 2.6 of the Disclosure Schedule, there is no Action of any nature pending, or, to the Company’s knowledge, threatened, against the Company, any Company Subsidiary, or any of their respective properties or assets (tangible or intangible), or any of their respective directors, officers, employees, or Persons engaged by the Company or a Company Subsidiary through a third party agency (in their capacities as such or relating to their employment, services or relationship with the Company or a Company Subsidiary). There is no Action by the Company or any Company Subsidiary currently pending. Neither the Company nor any Company Subsidiary is a party to any Order or, to the knowledge of the Company, subject to the provisions of any Order, and there is no outstanding Order issued by a Governmental Entity which challenges or questions the legal right of the Company or any Company Subsidiary to conduct their respective operations as presently conducted. To the knowledge of the Company, there is no Action of any nature pending or threatened, against any Person who has a contractual right or a right pursuant to applicable Legal Requirements to indemnification, compensation, or reimbursement from the Company or any Company Subsidiary related to facts and circumstances existing prior to the Closing.

2.7 Intellectual Property .

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 21 -

(a) As used in this Agreement, the following terms have the meanings indicated below:

(i) “ Company Intellectual Property ” means any and all Technology and Intellectual Property Rights that are owned or purported to be owned by the Company or any Company Subsidiary.

(ii) “ Company Intellectual Property Rights ” means any and all Intellectual Property Rights that are owned or purported to be owned by the Company or any Company Subsidiary, including any and all Company Registered Intellectual Property.

(iii) “ Company Products ” means all products and services (including websites, mobile, and tablet applications, and client-side web interface services), distributed, licensed, sold or provided prior to the Agreement Date, or currently under development, by the Company or any Company Subsidiary.

(iv) “ Company Registered Intellectual Property ” means all of the Registered Intellectual Property, owned by, or filed in the name of the Company or any Company Subsidiary.

(v) “ Copyright ” means copyrights (whether or not registered in any jurisdiction) and applications for registration of copyright and similar or equivalent rights in works of authorship, including mask work rights, arising anywhere in the world.

(vi) “ Intellectual Property ” means Technology and Intellectual Property Rights.

(vii) “ Intellectual Property Rights ” means any and all of the rights in or associated with the following throughout, or anywhere in, the world: (a) Patents, (b) Trademarks, (c) Copyrights, (d) Trade Secrets (e) Internet Properties, and (f) any equivalent right to any of the foregoing.

(viii) “ Internet Properties ” means uniform resource locators, Web site addresses and domain names.

(ix) “ Object Code ” means one or more computer instructions in machine readable form (whether or not packaged in directly executable form), including any such instructions that are readable in a virtual machine, whether or not derived from Source Code, together with any partially compiled or intermediate code that may result from the compilation, assembly or interpretation of any Source Code.

(x) “ Open Source Software ” means software which is subject to any license meeting the definition of “Open Source” promulgated by the Open Source Initiative, available online at http://www.opensource.org/osd.html, (including any GNU General Public License, Library General Public License, Lesser General Public License, Mozilla Public License, Berkeley Software Distribution license, MIT, and the Apache License).

(xi) “ Patents ” means patents, statutory invention registrations, including reissues, divisions, continuations, continuations-in-part, extensions, and reexaminations thereof, and all rights therein provided by international treaties and conventions. Unless the context otherwise requires, the term “ Patent ” includes any Patent Application.

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 22 -

(xii) “ Patent Application ” means an application or filing for a Patent, including, provisional patent applications and regular patent applications, and claims of priority under any treaty or convention, anywhere in the world.

(xiii) “ Registered Intellectual Property ” means any Intellectual Property Right that is subject to an application, filing or registration with any Governmental Entity (including the U.S. Patent and Trademark Office or the U.S. Copyright Office), including any Patent, registered Trademark, or any registered Copyright, or any application for the registration or issuance of any of the foregoing.

(xiv) “ Shrink-Wrap Licenses ” means Contracts pursuant to which the Company or any Company Subsidiary has received a license to generally commercially available Software, for less than $25,000 in the aggregate per annum and which Software is not incorporated into a Company Product.

(xv) “ Software ” means computer software, files, scripts, and programs, including firmware, in any form, including Source Code or Object Code, and any related documentation.

(xvi) “ Source Code ” means Software, including related programmer comments and annotations, help text, data and data structures, instructions and procedural, object-oriented and other code, which may be printed out or displayed in human readable form or from which object code can be derived by compilation or otherwise.

(xvii) “ Technology ” means tangible or intangible embodiments of Intellectual Property Rights including (i) Software, (ii) databases, compilations, collections of data and data and (iii) designs, manufacturing schematics, algorithms, methods and processes, databases, lab notebooks, prototypes, works of authorship, (whether or not copyrightable), models, know-how, and inventions (whether or not patentable) in whatever form and on whatever medium.

(xviii) “ Trademarks ” means trademarks, service marks, trade dress, logos, trade names, corporate names, Internet Properties and other indicia of source or origin, and including all common law rights thereto, registrations and applications for registration thereof throughout the world, and all rights therein provided by international treaties and conventions.

(xix) “ Trade Secrets ” means all common law and statutory rights in any jurisdiction that permit the holder of such rights to limit the use or disclosure of its confidential know-how and other confidential or proprietary technical and business information.

(b) Company Products . Section 2.7(b) of the Disclosure Schedule contains a complete and accurate list (by name and version number) of (i) all Company Products that the Company or any Company Subsidiary has licensed, distributed or sold since January 1, 2008; and (ii) all Company Products currently under development that the Company or any Company Subsidiary plans to license, sell, distribute, make commercially available, provide or otherwise dispose of in the one (1) year following the Agreement Date.

(i) Section 2.7(c) of the Disclosure Schedule lists for each item of Company Registered Intellectual Property: (A) a description ( e.g ., application or issuance number and title) of such item and the jurisdiction in which each has been filed or applied for; (B) the status of such item ( e.g ., application filed or issued); (C) any proceedings or actions before any court, tribunal (including the United Stated Patent and Trademark Office (the “ PTO ”) or equivalent authority anywhere in the world)

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 23 -

related thereto (other than regular proceeding associated with the prosecution of a Patent); (D) the registered owner of such Company Registered Intellectual Property and whether it is co-owned with another Person, or whether any other Person has an interest in, or rights with respect to such item, and if so, the name of such Person ; and (E) any action that must be taken within ninety (90) days following the Agreement Date (including the payment of any registration, maintenance or renewal fees or the filing of any responses to office actions of the PTO or any equivalent authority anywhere in the world, documents, applications or certificates) for the purposes of obtaining, maintaining, perfecting or preserving or renewing any Company Registered Intellectual Property.

(ii) Each item of Company Registered Intellectual Property is currently in compliance with all formal legal requirements (including payment of filing, examination and maintenance fees, and proofs of use, and recordations of assignments) and, to the extent issued, is subsisting, and to the knowledge of the Company is valid and enforceable. Neither the Company nor any Company Subsidiary has taken or failed to take any action (including failure to disclose any information) that would limit the validity, scope or enforceability of any Patents that are Company Intellectual Property. All necessary documents and certificates currently due for filing as of the Agreement Date in connection with such Company Registered Intellectual Property have been filed with the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of maintaining such Company Registered Intellectual Property. Neither the Company nor any Company Subsidiary has claimed “small entity status” in the application for or registration of any Registered Intellectual Property.

(d) Exclusive Ownership . The Company or a Company Subsidiary exclusively owns all right, title and interest in and to all Company Intellectual Property Rights, free and clear of any liens (other than non-exclusive outbound licenses granted in the ordinary course of business). To the extent that any Technology has been developed for or on behalf of the Company or any Company Subsidiary, or created independently or jointly by any Person other than the Company or any Company Subsidiary and the Company or any Company Subsidiary desired to own the Intellectual Property Rights in or to such Technology, the Company or such Company Subsidiary obtained a valid and enforceable written agreement with such Person with respect thereto sufficient to transfer all right, title and ownership (including the right to seek past and future damages) of, and is the exclusive owner of, all such Technology, including Intellectual Property Rights therein by operation of law or by valid assignment, and has obtained the waiver of all non-assignable rights, including all moral rights. Neither the Company nor any Company Subsidiary has (i) transferred ownership of any Intellectual Property Rights to any other Person, (ii) granted any exclusive license of or exclusive right to use, or authorized the retention of any exclusive rights to use or joint ownership of, any Intellectual Property Right that is or was owned or purported to be owned by the Company or any of the Company Subsidiaries to any other Person or (iii) permitted the rights in or to Company Intellectual Property Rights to lapse or enter into the public domain. Except as listed in Section 2.7(f)(i) of the Disclosure Schedule, no third party that has licensed Intellectual Property Rights to the Company or any of the Company Subsidiaries, or otherwise provided Technology related to the Business, has ownership rights or license rights to improvements or derivative works made by the Company or any of its Subsidiaries. All Company Intellectual Property Rights, including all Company Registered Intellectual Property, is fully transferable, alienable or licensable by the Company or any Company Subsidiary without restriction and without payment of any kind to any third party.

(e) Validity and Enforceability . The Company has no knowledge of any facts or circumstances that would render any Company Intellectual Property Rights invalid or unenforceable. Neither the Company nor any Company Subsidiary has received notice of any official actions or other notices from any Governmental Entity that any of the subject matters or claims of pending applications for registration with respect to any of such Company Intellectual Property Rights are unregistrable. No

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 24 -

Company Intellectual Property or Company Product is subject to any proceeding or outstanding decree, order, judgment or settlement agreement or stipulation that restricts in any manner the Company’s or any Company Subsidiary’s ability to use, provide, transfer, assign or license, or may affect the validity, use or enforceability of, such Company Intellectual Property or Company Product.

(f) IP Licenses . Section 2.7(f)(i) of the Disclosure Schedule lists all Contracts to which the Company or any of the Company Subsidiaries is a party that grants the Company or any of the Company Subsidiaries a license, ownership rights, an option to, or other rights in or to any Intellectual Property Rights owned by a third Person (collectively, “ In-Licenses ”), other than (A) Shrink-Wrap Licenses or (B) non-disclosure agreements entered into in the ordinary course of business consistent with past practice. Section 2.7(f)(ii) of the Disclosure Schedule lists all Contracts, to which the Company or any of the Company Subsidiaries is a party under which the Company or any of the Company Subsidiaries grants any third Person a license or other rights in or to any Intellectual Property Rights, other than (A) non-exclusive customer licenses entered into in the ordinary course of business and on terms that are substantially similar in all material respects to the Company’s standard form agreement made available to Acquiror and (B) non-disclosure agreements entered into in the ordinary course of business consistent with past practice (collectively, “ Out-Licenses ”; together with the In-Licenses, the “ IP Licenses ”). The Company and the Company Subsidiaries are in compliance in all material respects with the terms of all IP Licenses. None of the IP Licenses grants any third party the right to sublicense any Company Intellectual Property. The Company has obtained valid, written, perpetual, non-terminable (other than for cause) licenses, sufficient for the conduct of the Business (as operated on the Agreement Date and as of the Closing Date) to all Software that is incorporated into or bundled with any Company Products.

(g) Warranty and Indemnification Obligations . Neither the Company nor any Company Subsidiary has any obligation to (A) warrant, indemnify, reimburse, or hold harmless any customer, with respect to the infringement or misappropriation of the Intellectual Property Rights of any third Person, or with respect to any Company Product, that materially differs in substance from such obligation in the Company’s or such Company Subsidiary’s standard form of end-user license agreement (a copy of which is included in Section 2.7(g)(i) of the Company Disclosure Schedule ); and (B) provide warranty, support, maintenance, or service obligations other than as set forth in such end-user license agreement.

(h) Non-Infringement . Neither the design, development, use, import, branding, advertising, promotion, marketing, reproduction, distribution, manufacture, licensing and sale of any Company Product nor the operation of the Business as it has been, and is currently conducted by the Company or any of the Company Subsidiaries, has infringed or misappropriated any Intellectual Property Rights of any Person, violated any right of any Person (including any right to privacy or publicity), or constituted unfair competition or trade practices under the laws of any jurisdiction. Neither the Company nor any Company Subsidiary has received written notice in the past six (6) years from any Person claiming that such operation or any conduct of the Company or any Company Subsidiary business or the foregoing actions with respect to Company Products, infringes or misappropriates any Intellectual Property Rights of any Person or constitutes unfair competition or trade practices under the laws of any jurisdiction (nor does the Company have knowledge of any basis therefor). In the six (6) year period prior to the Agreement Date, neither the Company nor any Company Subsidiary has obtained or sought any studies, reports, or analyses with respect to actual or potential Patent coverage, freedom to operate, Patent infringement, or otherwise with respect to any Patents of the Company, a Company Subsidiary, or any third Person, including, without limitation, opinions of counsel or reports of other advisors.

(i) Non-Infringement of Company Intellectual Property . To the knowledge of the Company, there is no, and there has not in the past three (3) years been, any unauthorized use,

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 25 -

unauthorized disclosure, or any infringement or misappropriation of any Company Intellectual Property . Neither the Company nor any Company Subsidiary has in the three (3) years prior to the Agreement Date brought any legal proceedings against a third person for infringement of any Intellectual Property Rights.

(j) Effects of the Transaction . Neither this Agreement, nor the transactions contemplated hereby, including the assignment to Acquiror by operation of law or otherwise of any Contracts to which the Company or any Company Subsidiary is a party, will result in: (i) Acquiror, its Subsidiaries , or any of its Affiliates granting or assigning to any third party any right to or with respect to any Intellectual Property Rights owned by, or licensed to, any of them, (ii) Acquiror, its Subsidiaries, or any of its Affiliates, being bound by, or subject to, any non-compete or other material restriction on the operation or scope of their respective businesses, (iii) Acquiror, its Subsidiaries, or any of its Affiliates being obligated to pay any royalties or other material amounts, or offer any discounts, to any third party in excess of those payable by, or required to be offered by, any of them, respectively, in the absence of this Agreement or the transactions contemplated hereby, or (iv) any termination of, or other material adverse impact to any Company Intellectual Property.

(k) Confidential Information; Invention Assignment Agreements .

(i) The Company and the Company Subsidiaries have taken reasonable steps to maintain, protect and preserve the Company and the Company Subsidiaries’ (or any of the Company or the Company Subsidiaries’ predecessor’s) rights in confidential information and trade secrets (including those provided by any other person directly or indirectly to the Company or the Company Subsidiaries). There has been no unauthorized disclosure by any Person of any such confidential information and trade secrets. Each Company Employee and other Person, in each case, who has been involved in the creation, invention or development of Company Intellectual Property Rights or Technology for or on behalf of or for the benefit of the Company or the Company Subsidiaries (each, a “ Contributor ”) has executed an agreement with the Company or the Company Subsidiaries pursuant to which such Contributor has assigned all of its right, title and interest in and to the results and proceeds of the services that such Contributor provides to the Company or the Company Subsidiaries.

(ii) No Company Employee has retained or is entitled to any rights in any Intellectual Property developed for the Company or any Company Subsidiary by such Company Employee , including, without limitation, any license rights or economic interests, and no payments are due and no Company Employee has any rights to receive any payments with respect to such Intellectual Property. To the knowledge of the Company, no current employee, consultant or contractor of the Company or any of the Company Subsidiaries, or Person engaged through a third party agency whose duties or responsibilities are material to the Company business is obligated under any agreement (including licenses, covenants or commitments of any nature) or subject to any judgment, decree or order of any court or administrative agency, or any other restriction that would materially interfere with its, his or her duties for the Company or any of the Company Subsidiaries.

(l) Standard Form Agreements . Copies of the Company’s and the Company Subsidiaries’ standard form(s) of non-disclosure agreement and standard form(s), including attachments, of non-exclusive end user agreements for products, including terms of use (collectively, the “ Standard Form Agreements ”) have been made available. Copies of the Company and the Company Subsidiaries’ standard form of proprietary information, confidentiality and assignment agreement for employees (the “ Employee Proprietary Information Agreement ”) and standard form of consulting agreement containing proprietary information, confidentiality and assignment provisions (the “ Consultant Proprietary Information Agreement ”) have been made available.

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 26 -

(m) Government and University Funding . (i) No government funding, facilities or resources of a university, college, other educational institution or research center or funding from third parties was used in the development of any Company Intellectual Property and (ii) no Governmental Entity, university, college, other educational institution or research center has any claim or right in or to any Company Intellectual Property Rights. To the knowledge of the Company, no current or former employee, consultant or independent contractor of the Company, or Person engaged by the Company or a Company Subsidiary through a third party agency, who was involved in, or who contributed to, the authorship, invention, creation or development of any Company Intellectual Property, performed services for the government, a university, college or other educational institution, or a research center, during a period of time during which such employee, consultant, independent contractor or Person was also performing services for the Company or a Company Subsidiary, where such performance would limit Company’s ownership of or rights in the Company Intellectual Property Rights, in any material respect.

(n) Standards Bodies Membership . Except as listed on Section 2.7(n) of the Company Disclosure Schedule (the “ Standards Body Agreements ”): (i) neither the Company nor any Company Subsidiary is a member of, and has not actively participated in, any organization, body or group which is engaged in or which has, or is in the process of, setting, establishing or promulgating any industry or product standards or the terms under which Intellectual Property Rights will be licensed; (ii) neither the Company nor any Company Subsidiary is committed to or obligated or bound, pursuant to any standards body or similar arrangement, to license any current or future Company Intellectual Property Rights to any third Person; and (iii) none of the Company Products require a license with respect to any industry standards including any standards related to the encoding, decoding or processing of audio, video or other data streams. Without limiting the foregoing, neither the Company nor any Company Subsidiary is under any obligation or duty, nor is bound by any Contract, to license any Company Intellectual Property under any “RAND,” “FRAND,” or similar terms.

(o) Open Source Software .

(i) Section 2.7(o)(i) of the Company Disclosure Schedule lists all Open Source Software used by or in the business of the Company or the Company Subsidiaries in any way, other than Open Source Software used solely for internal business operations and not to develop, compile, manufacture, distribute, or otherwise provide or include with any Company Product , and describes the manner in which such Open Source Software is used (such description shall include , without limitation, whether (and, if so, how) the Open Source Software is modified and/or distributed by the Company or the Company Subsidiaries , and in connection with which , if any, Company Product(s) such Open Source Software is used).

(ii) Except as set forth in Section 2.7(o)(ii) of the Disclosure Schedule, neither the Company nor any Company Subsidiary has (A) distributed Open Source Software in conjunction with or for use with any Company Product or Company Intellectual Property; or (B) used Open Source Software in a manner that creates, or purports to create, obligations for the Company or any of the Company Subsidiaries to grant to any third Person, any rights or immunities under Intellectual Property Rights.

(iii) Except as set forth in Section 2.7(o)(iii) of the Disclosure Schedule, neither the Company nor any Company Subsidiary has used any Open Source Software that requires, as a condition of use, modification and/or distribution of such Open Source Software or that other Software incorporated into, derived from or distributed with such Open Source Software be (x) disclosed or distributed in Source Code form, (y) be licensed for the purpose of making derivative works, or (z) be redistributable at no charge or with any restriction on the consideration charged therefor. The Company

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 27 -

and the Company Subsidiaries are in compliance in all material respects with the terms of all license agreements for Open Source Software used by the Company and the Company Subsidiaries.

(p) No Disclosure of Source Code . Neither the Company nor any Company Subsidiary, or, to the Company’s knowledge, any other person acting on behalf of the Company or any Company Subsidiary, has disclosed, delivered or licensed to any third Person, agreed to disclose, deliver or license to any third Person, or permitted the disclosure or delivery to any escrow agent or other third Person of, any Source Code associated with any Company Products or otherwise in or to which the Company or any Company Subsidiaries owns any Intellectual Property Rights. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time, or both) will, or would reasonably be expected to , result in the disclosure or delivery by the Company or any person acting on its behalf to any third Person of any such Source Code. Section 2.7(p) of the Company Disclosure Schedule identifies each contract pursuant to which the Company or any Company Subsidiary has deposited, or is or may be required to deposit, with an escrow agent or any other third Person, any such Source Code, and describes whether the execution of this Agreement or any of the other transactions contemplated by this Agreement, could result in the release from escrow of any such Source Code.

(q) Company Software . None of the Company Products (i) contains any bug, defect or error that adversely affects the use, functionality, delivery, performance, or exploitation of such Company Products in any material respect or any product or system containing or used in conjunction with such Company Products or (ii) contains any “back door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus” or “worm” (as such terms are commonly understood in the software industry) or any other similar code designed or intended to have, or capable of, disrupting, disabling, harming or otherwise impeding in any manner the operation of, or providing unauthorized access to, a computer system or network or other device on which such code is stored or installed, or damaging or destroying any data or file without the user’s consent.

(r) No Material Defects . The Company has made available and disclosed in writing to Acquiror its current material bug list with respect to any Company Products .

(s) Technology Systems . Schedule 2.7(s) of the Disclosure Schedule sets forth a list of the material information and communications technology infrastructure and systems (including software, hardware, firmware, networks and websites that support the same) used in the Business on the Agreement Date (collectively, the “ ICT Infrastructure ”) and any security, business continuity and disaster recovery arrangements relating thereto. The arrangements relating to the ICT Infrastructure (including its operation and maintenance and any amendments or modifications thereto) will not be adversely affected by the Transactions. To the Company’s knowledge, there has not been any material failure with respect to any of the ICT Infrastructure. The ICT Infrastructure that is currently used by the Company and the Company Subsidiaries constitutes all the information and communications technology and other systems infrastructure reasonably necessary to carry on the Business as it is currently conducted. The ICT Infrastructure is: (A) in good working order in all material respects, (B) maintained, supported and otherwise protected in accordance with industry practice (including with respect to security, and application and installation of patches) and is covered by sufficient maintenance and warranty provisions to remedy, or provide compensation for, any material defect and (C) protected by adequate security, business continuity, and disaster recovery plans and arrangements that are tested on a periodic basis, including taking and storing back-up copies (both on- and off-site) of the software and any data in the ICT Infrastructure and following procedures for preventing the introduction of viruses to, and unauthorized access of, the ICT Infrastructure and the information stored thereon or processed thereby.

2.8 Privacy and Data Protection .

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 28 -

(a) Section 2.8(a) of the Disclosure Schedule identifies and describes each distinct database containing (in whole or in part) Covered Data maintained by or for the Company or any Company Subsidiaries, the types of Covered Data in each such database, and the means by which the Covered Data was collected.

(b) Section 2.8(b) of the Disclosure Schedule identifies each publicly posted Company Privacy Policy in effect at any time since the inception of each of the Company and the Company Subsidiaries, and identifies the period of time during which each such Company Privacy Policy was or has been in effect. Copies of all Company Privacy Policies have been made available to Acquiror.

(c) The Company, the Company Subsidiaries, the Company Products and all third parties who have performed services for the Company or any Company Subsidiary and have had access to Covered Data in the performance of such services comply, and have at all times complied, in each case in all material respects, with all applicable Legal Requirements, Company Privacy Policies, contractual obligations, applicable published industry standards (including, to the extent applicable, the PCI Data Security Standard), and applicable requirements of self-regulatory organizations (collectively, “ Privacy Legal Requirements ”) relating to (A) the privacy of users of, and visitors to, all Company Products; (B) consumer protection and marketing, promotion, and text messaging, email, and other communications, and (C) the use, collection, obtainment, interception, retention, storage, security, disclosure, transfer, disposal, and other processing of any Covered Data.

(d) The execution, delivery, and performance of this Agreement and the Transactions will not result in a breach or violation of any Privacy Legal Requirements. The Company and the Company Subsidiaries have full rights to transfer to Acquiror all Covered Data maintained or processed by or for the Company or any Company Subsidiary without violating any Privacy Legal Requirement and without obtaining any separate consent.

(e) The Company and each Company Subsidiary has obtained written agreements from each Person performing services for the Company or any Company Subsidiary that has, during the course of such services, accessed or processed Covered Data that bind such Person to at least the same restrictions and conditions applicable to the Company or such Company Subsidiary, as applicable, with respect to such Covered Data and Company Product Data and to implement reasonable and appropriate means for protecting such Covered Data and Company Product Data from unauthorized access, use, and disclosure.

(f) There is not and has not been any complaint to, or any audit, proceeding, claim, or, to the Company’s knowledge, investigation (formal or informal) against, the Company or any Company Subsidiary, or any of their respective customers (in the case of customers, to the extent relating to the Company Products or the practices of the Company or any Company Subsidiary) by any private party, data protection authority, or any other Governmental Entity, with respect to the collection, interception, use, retention, disclosure, transfer, storage, security, disposal, or other processing of Covered Data.

(g) With respect to the Company Products (including their underlying systems, networks, and technology) and all Covered Data collected, obtained, stored, used, maintained, or processed by or for the Company or the Company Subsidiaries, the Company and the Company Subsidiaries have at all times taken reasonable and adequate steps (including implementing and monitoring compliance with adequate measures with respect to technical and physical security) to protect the Company Products and such Covered Data against unauthorized access, use, modification, acquisition, and disclosure. No unauthorized access to or unauthorized use, acquisition, modification or disclosure of such Company Products or Covered Data has occurred.

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 29 -

(h) Neither the Company nor any Company Subsidiary is subject to any obligation that would prevent it from collecting, using, retaining, or disclosing Covered Data in a manner consistent with its current Company Privacy Policy and all Privacy Legal Requirements regarding the collection, retention, use or disclosure of such Covered Data. Each of the Company and the Company Subsidiaries has made all registrations that it is required to have been made in relation to the processing of data, and each is in good standing with respect to such registrations.

2.9 Compliance with Legal Requirements and Documents; Permits .

(a) General . Each of the Company and the Company Subsidiaries has complied in all material respects with, and is not in violation in any material respect of, any and all Legal Requirements. Within the past three (3) years, neither the Company nor any Company Subsidiary has received any written notices of suspected, potential or actual violation in any material respect with respect to any Legal Requirement. Section 2.9(a) of the Disclosure Schedule sets forth each Permit (a) pursuant to which the Company and each Company Subsidiary currently operates or holds any interest in any of its properties or (b) which is required for the operation of the businesses of the Company and the Company Subsidiaries as currently conducted or the holding of any such interest (collectively, “ Company Authorizations ”) in each case that is material to the Company or any Company Subsidiary. All of the Company Authorizations set forth on Section 2.9(a) of the Disclosure Schedule are in full force and effect and constitute all Company Authorizations required to permit the Company and each Company Subsidiary to operate or conduct its business or hold any interest in its properties or assets.

(b) Export Control Laws . Each of the Company and the Company Subsidiaries has at all times conducted its export and re-export transactions in compliance with (x ) all applicable U.S. export and re-export control Legal Requirements, and (y ) all other applicable import/export controls in other countries in which the Company or any Company Subsidiaries conducts business or owns assets. Without limiting the foregoing, (i) each of the Company and the Company Subsidiaries has obtained all export and import licenses, license exceptions and other consents, notices, waivers, approvals, Orders, authorizations, registrations, declarations and filings with any Governmental Entity required by applicable Law for (A) the export, import and re-export of products, services, software and technologies and (B) releases of technologies and software to foreign nationals located in the United States and abroad (“ Export Approvals ”), (ii) each of the Company and the Company Subsidiaries is in compliance with the terms of all applicable Export Approvals, (iii) there are no pending or, to the Company’s knowledge, threatened claims against the Company or any Company Subsidiary with respect to such Export Approvals or export or re-export transactions, (iv) no Export Approvals for the transfer of export licenses to Acquiror are required, or if required, such Export Approvals are reasonably expected to be obtained expeditiously without material cost; and (v) Section 2.9(b) of the Disclosure Schedule sets forth the true, correct and complete export control classifications applicable to the Company’s and the Company Subsidiaries’ products, services, software and technologies.

(c) FCPA . Neither the Company nor any Company Subsidiary (including any of their Company Employees or other agents, distributors, or other Persons acting on their behalf) has, directly or indirectly, taken any action which would cause the Company or any Company Subsidiary to be in violation of the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Legal Requirements applicable to the Company or any Company Subsidiary in any jurisdictions other than the United States (in each case, as in effect at the time of such action) (collectively the “ FCPA ”), used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, made, offered or authorized any unlawful payment to foreign or domestic government officials or employees, whether directly or indirectly, or made, offered or authorized any unlawful bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment, whether directly or indirectly.

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 30 -

2.10 Real Property .

(a) Neither the Company nor any Company Subsidiary owns any real property, nor has the Company or any Company Subsidiary ever owned any real property. Section 2.10 of the Disclosure Schedule sets forth a list of all real property currently leased, subleased or licensed by or from the Company or any Company Subsidiary or otherwise used or occupied by the Company or any Company Subsidiary for the operation of their respective businesses (the “ Leased Real Property ”) , the name of the lessor, licensor, sublessor , master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment, termination or modification thereto, the size of the premises and the aggregate annual rental payable thereunder . The Company or a Company Subsidiary currently occupies all of the Leased Real Property for the operation of its business. There are no other parties occupying, or, to the Company’s knowledge, with a right to occupy, the Leased Real Property.

(b) The Company has made available to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, to which the Company or any Company Subsidiary is a party, including all amendments, terminations and modifications thereof (“ Lease Agreements ”), and there are no other Lease Agreements for real property to which the Company or any Company Subsidiary is bound. All such Lease Agreements are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default, rent past due or event of default. Within the past three (3) years, neither the Company nor any Company Subsidiary has received any written notice of a default, alleged failure to perform, or any offset or counterclaim with respect to any such Lease Agreement, which has not been fully remedied and withdrawn.

(c) Neither the Company nor any Company Subsidiary owes brokerage commissions or finders’ fees with respect to any such Leased Real Property or would owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. Each of the Company and the Company Subsidiaries has performed in all material respects all of its obligations under any termination agreements pursuant to which it has terminated any leases, subleases, licenses or other occupancy agreements for real property that are no longer in effect and has no continuing liability with respect to such terminated agreements . The Leased Real Property is in good operating condition and repair in all material respects, is maintained in a manner consistent with standards generally followed with respect to similar properties, and is suitable for the conduct of the business of the Company and the Company Subsidiaries as currently conducted. Neither the operation of the Company or any Company Subsidiary on the Leased Real Property nor, to the Company’s knowledge, such Leased Real Property, including the improvements thereon, violate in any material respect any applicable building code, zoning requirement or statute relating to such property or operations thereon, and any such non-violation is not dependent on so-called non-conforming use exceptions. To the Company’s knowledge, there are no Legal Requirements which could require the Company or any Company Subsidiary to make any expenditures in excess of $50,000 to modify or improve such Leased Real Property to bring it into compliance therewith. The Company and the Company Subsidiaries shall not be required to expend more than $25,000 in the aggregate under all Lease Agreements to restore the Leased Real Property at the end of the term of the applicable Lease Agreement to the condition required under the Lease Agreement (assuming the conditions existing in such Leased Real Property as of the Agreement Date and as of the Closing).

2.11 Tangible Property .

(a) The Company and the Company Subsidiaries have good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of their material tangible

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 31 -

properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Encumbrances, except (i) as reflected in the Current Balance Sheet and (ii) Permitted Encumbrances for current Taxes not yet due and payable.

(b) The equipment owned or leased by the Company and the Company Subsidiaries (i) is adequate for the conduct of the business of the Company and the Company Subsidiaries as currently conducted, and (ii) is in good operating condition, subject to normal wear and tear.

2.12 Company Financial Statements .

(a) Section 2.12 of the Disclosure Schedule sets forth the Company’s (i) audited consolidated balance sheets as of, and the related audited consolidated statements of operations, stockholders’ equity and cash flows of the Company for the fiscal years ended June 30, 2016 and June 30, 2015, and (ii) unaudited consolidated balance sheet as of March 31, 2017, and the related unaudited consolidated statement of income and cash flow for the nine (9) months then ended (collectively, the “ Unaudited Financial Statements ” and, together with the financial statements referred to in item (i), collectively, the “ Company Financial Statements ”). The Company Financial Statements (x) are true and correct in all material respects, (y) have been prepared (solely with respect to the Unaudited Financial Statements, in all material respects) in accordance with GAAP consistently applied through the periods indicated and consistent with each other (except that the Unaudited Financial Statements do not contain footnotes and other presentation items that may be required by GAAP), and (z) present fairly the financial condition of the Company and the Company Subsidiaries at the date or dates therein indicated and the results of operations and cash flows for the period or periods therein specified, subject, in the case of the Unaudited Financial Statements, to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Company’s unaudited consolidated balance sheet as of March 31, 2017 (the “ Company Balance Sheet Date ”) is referred to hereinafter as the “ Current Balance Sheet ”.

(b) The Company and each of the Company Subsidiaries maintains accurate business records, financial books and records, personnel records, legers, sales accounting records, Tax records and related work papers and other books and records (collectively the “ Books and Records ”) reflecting their respective assets and liabilities and maintains internal accounting controls that provide reasonable assurance that (i) transactions are executed with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of the Company’s financial statements in conformity with GAAP and to maintain accountability of their assets, (iii) access to their assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Neither the Company nor any Company Subsidiary has engaged in any material transaction or maintained any bank account except as reflected in its Books and Records. The Books and Records (A) are in all material respects true, complete and correct, (B) have been maintained in accordance with the Company’s and the Company Subsidiaries’ business practices on a basis consistent with prior years , and (C) fairly reflect in all material respects the basis for the Company Financial Statements.

(c) All of the accounts receivable, whether billed or unbilled, of the Company and the Company Subsidiaries (i) arose in the ordinary course of business, (ii) are carried at values determined in accordance with GAAP consistently applied and as used in preparation of the Company Financial Statements for the fiscal year ended June 30, 2016, (iii) do not represent obligations for goods sold on consignment, on approval or on a sale or return basis, and (iv) are not subject to any repurchase or return arrangement . None of the accounts receivable of the Company or any of its Subsidiaries are subject to any Encumbrance and no agreement for deduction or discount has been made with respect to any such

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 32 -

accounts receivable of the Company and its Subsidiaries. Section 2.12(c) of the Disclosure Schedule sets forth the aging of the accounts receivable reflected on the Current Balance Sheet.

(d) Neither the Company nor any Company Subsidiary (including any current Company Employee thereof) has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company or any Company Subsidiary, (ii) any fraud, whether or not material, that involves any current Company Employee who has a role in the preparation of financial statements or the internal accounting controls utilized by the Company or the Company Subsidiaries or (iii) any claim or allegation regarding any of the foregoing.

(e) The Company and the Company Subsidiaries do not have any liability, indebtedness, expense, claim, deficiency, guaranty or endorsement of any type , whether accrued, absolute, contingent, matured, unmatured or other (whether or not required to be reflected in financial statements in accordance with GAAP) required to be reflected in financial statements in accordance with GAAP, except for those which (i) have been reflected in the Current Balance Sheet, (ii) have arisen in the ordinary course of business consistent with past practice since the Company Balance Sheet Date and prior to the Agreement Date and are not material in amount or significance in any individual case or in the aggregate, or (iii) are not material to the Company and the Company Subsidiaries, taken as a whole.

2.13 Activities Since the Company Balance Sheet Date . Since the Company Balance Sheet Date, (i) the Company and the Company Subsidiaries have conducted their businesses in the ordinary course of business consistent with past practice, (ii) there has not occurred a Company Material Adverse Effect, (iii) neither the Company nor any of the Company Subsidiaries has suffered any loss, damage, destruction or other casualty affecting any of its material properties or assets, whether or not covered by insurance, and (iv) neither the Company nor any of the Company Subsidiaries has taken, caused or permitted any of the actions described in Section 4.2 .

2.14 Financial Advisors . Except as set forth on Section 2.14(i) of the Disclosure Schedule, neither the Company nor any Company Subsidiary has incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions, fees related to investment banking or similar advisory services or any similar charges in connection with this Agreement, the Company Related Agreements, the Merger or any of the other transactions contemplated by the foregoing , nor will Acquiror or the Company or any Company Subsidiary incur, directly or indirectly, any such liability based on arrangements made by or on behalf of the Company , any Company Subsidiary , or any Company Securityholder. Section 2.14(ii) of the Disclosure Schedule sets forth a true and complete description of all Transaction Expenses that may be incurred or otherwise become payable after the Effective Time (including as a result of the Total Earnout Consideration (if any) becoming payable in accordance with the terms of this Agreement), including a summary of the circumstances in which such Transaction Expenses may become incurred or otherwise payable (the “ Listed Transaction Expenses ”).

2.15 Insurance . Section 2.15 of the Disclosure Schedule lists a summary of all insurance policies and fidelity bonds covering the assets, business, equipment, properties, operations, employees, officers and directors of the Company and the Company Subsidiaries, including the type of coverage, the carrier, the amount of coverage, the term and the annual premiums of such policies . There is no claim by the Company or the Company Subsidiaries pending under any of such policies or bonds as to which coverage has been questioned, denied or disputed. In addition, there is no pending claim of which its total value (inclusive of defense expenses) would reasonably be expected to exceed the policy limits. All premiums due and payable under all such policies and bonds have been paid, (or if installment payments are due, will be paid if incurred prior to the Closing Date) and the Company and the Company Subsidiaries are otherwise in material compliance with the terms of such policies and bonds (or other policies and bonds providing substantially similar insurance coverage). To the Company’s knowledge

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 33 -

there is no threatened termination of, or premium increase with respect to, any of such policies. None of the Company, the Company Subsidiaries nor any Affiliate of either has ever maintained, established, sponsored, participated in or contributed to any self-insurance plan.

2.16 Tax Matters . Except as set forth on Schedule 2.16:

(a) The Company and the Company Subsidiaries have timely filed all income and other material Tax Returns required by Legal Requirements. All such Tax Returns are true and complete in all material respects. The Company and the Company Subsidiaries have timely paid all Taxes and other assessments they are required to pay (whether or not shown on any Tax Return). The Company and the Company Subsidiaries have withheld or collected from each payment made to each of their employees and other third parties the amount of all Taxes required to be withheld or collected therefrom, including but not limited to, U.S. federal income and excise Taxes, Federal Insurance Contribution Act Taxes and Federal Unemployment Tax Act Taxes, and other payroll taxes required under applicable Legal Requirements, and has paid the same to the proper Tax Authority or authorized depositories.

(b) There is no Tax deficiency outstanding, assessed or proposed against the Company or any Company Subsidiary, nor has the Company or any Company Subsidiary executed any outstanding waiver of any statute of limitations on or extension of the period for the assessment or collection of any Tax. No audit or other examination of any Tax Return of the Company or any Company Subsidiary is presently in progress, nor has the Company or any Company Subsidiary been notified in writing of any request for such an audit or other examination. No adjustment relating to any Tax Return filed by the Company or any Company Subsidiary has been proposed in writing by any Tax Authority to the Company or any Company Subsidiary or any representative thereof. No claim has been made in writing by a Tax Authority in a jurisdiction where the Company or any Company Subsidiary does not file Tax Returns that it is or may be subject to taxation by that jurisdiction.

(c) The Company and the Company Subsidiaries had no liabilities for unpaid Taxes as of the Company Balance Sheet Date that have not been accrued or reserved on the Company Financial Statements, whether asserted or unasserted, contingent or otherwise , and the Company and the Company Subsidiaries have not incurred any liability for Taxes since the Company Balance Sheet Date other than in the ordinary course of business.

(d) The Company has made available to Acquiror or its legal counsel or accountants copies of all Tax Returns for the Company and the Company Subsidiaries filed for all periods since January 1, 2013 .

(e) There are (and immediately following the Effective Time there will be) no Encumbrances on the assets of the Company or any Company Subsidiary relating to or attributable to Taxes.

(f) Neither the Company nor any Company Subsidiary is, or has been at any time during the applicable period, a “United States Real Property Holding Corporation” within the meaning of Section 897(c)(2) of the Code.

(g) Neither the Company nor any Company Subsidiary (i) has ever been a member of an affiliated group (within the meaning of Code §1504(a)) filing a consolidated federal income Tax Return (other than a group the common Acquiror of which was Company), (ii) has ever been a party to any Tax sharing, indemnification or allocation agreement, excluding for this purpose agreements entered into in the ordinary course of business, the primary purpose of which does not relate to Taxes (for example, a lease or a credit agreement), nor does the Company or any of its Subsidiaries owe any amount

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 34 -

for Taxes under any such agreement, (iii) has any liability for the Taxes of any person other than the Company or the Company Subsidiaries under Treas. Reg. § 1.1502-6 (or any similar provision of state, local or non-U.S. Legal Requirement, including any arrangement for group or consortium relief or similar arrangement), as a transferee or successor, by contract, by operation of law or otherwise or (iv) is a party to any joint venture, partnership or other agreement that could be treated as a partnership for Tax purposes.

(h) Within the past three (3) years, neither the Company nor any Company Subsidiary has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for Tax-free treatment under Section 355 of the Code.

(i) The Company and the Company Subsidiaries have not engaged in a reportable transaction under Treas. Reg. § 1.6011-4(b), including any transaction that is the same as or substantially similar to one of the types of transactions that the Internal Revenue Service has determined to be a Tax avoidance transaction and identified by notice, regulation, or other form of published guidance as a listed transaction , as set forth in Treas. Reg. § 1.6011-4(b)(2).

(j) The Company and the Company Subsidiaries use the accrual method of accounting for income Tax purposes.

(k) The Company and the Company Subsidiaries are in compliance in all material respects with all terms and conditions of any Tax exemption, Tax holiday or other Tax reduction agreement or Order (each, a “ Tax Incentive ”). The consummation of the transactions contemplated by this Agreement will not have any adverse effect on the continued validity and effectiveness of any such Tax Incentive.

(l) The Company and the Company Subsidiaries are not subject to Tax in any country other than its country of incorporation or formation by virtue of having a permanent establishment or other place of business in that country.

(m) The Company and the Company Subsidiaries are in compliance in all material respects with all applicable transfer pricing Legal Requirements, including the execution and maintenance of contemporaneous documentation substantiating the transfer pricing practices and methodology of the Company and the Company Subsidiaries. All intercompany arrangements have been adequately documented, and such documents have been duly executed, in a timely manner. The prices for any property or services (or for the use of any property) provided by or to the Company are arm’s length prices for purposes of all applicable transfer pricing Legal Requirements, including Treasury Regulations promulgated under Section 482 of the Code.

(n) The Company and the Company Subsidiaries will not be required to include any income or gain or exclude any deduction or loss from income for any taxable period or portion thereof after the Closing as a result of any (i) change in method of accounting made prior to the Closing, (ii) closing agreement under Section 7121 of the Code executed prior to the Closing, (iii) deferred intercompany gain or excess loss account under Treasury Regulations under Section 1502 of the Code in connection with a transaction consummated prior to the Closing (or in the case of each of (i), (ii) and (iii), under any similar provision of applicable Legal Requirements), (iv) installment sale or open transaction disposition consummated prior to the Closing, (v) prepaid amount received prior to the Closing or (vi) Code Section 108(i) election made prior to the Closing.

(o) There is no agreement, plan, arrangement or other Contract covering any current or former employee or other service provider of the Company or any Company Subsidiary or to which the

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 35 -

Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary is bound that, considered individually or considered collectively with any other such agreements, plans, arrangements or other Contracts, will, or could reasonably be expected to, as a result of the transactions contemplated hereby (whether alone or upon the occurrence of any additional or subsequent events), give rise directly or indirectly to the payment of any amount that could reasonably be expected to be non ‑deductible under Section 162 of the Code (or any corresponding or similar provision of state, local or foreign Tax Legal Requirements) or characterized as a “parachute payment” within the meaning of Section 280G of the Code (or any corresponding or similar provision of state, local or foreign Tax Legal Requirements). Section 2.16(o) of the Disclosure Schedule lists each Person who the Company reasonably believes is, with respect to the Company, a “disqualified individual” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), as determined as of the Agreement Date.

(p) Neither the Company nor any Company Subsidiary is party to any Contract, agreement, plan or arrangement that constitutes a “nonqualified deferred compensation plan” subject to Section 409A of the Code and the regulations and other guidance promulgated thereunder. Neither the Company nor any Company Subsidiary is a party to, or otherwise obligated under, any Contract, agreement, plan or arrangement that provides for the Company or any Company Subsidiary to pay a Tax gross-up, equalization or reimbursement payment to any service provider, including, without limitation, with respect to any Tax-related payments under Sections 280G or 409A of the Code. Each Company Employee Plan and each other Contract, agreement, plan, program and arrangement maintained, established or entered into by the Company or any Company Subsidiary that constitutes a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) has since (i) January 1, 2005 been maintained and operated in good faith compliance with Section 409A of the Code or an available exemption therefrom, and (ii) January 1, 2009, been in documentary and operational compliance with Section 409A of the Code or an available exemption therefrom. None of the Company, any Company Subsidiary or Acquiror has incurred or will incur any liability or obligation to withhold or report Taxes under Section 409A of the Code with respect to any Company Options or any amounts deemed to be compensation subject to Section 409A of the Code.

(q) (i) Each Company Option was granted with a per share exercise price that is at least equal to the fair market value of the Company Common Stock on the date such Company Option was granted, (ii) no Company Option has a feature for the deferral of compensation other than the deferral of recognition of income until the later of exercise or disposition of such Company Option, stock appreciation right or other similar right; (iii) no Company Option was granted under or intended to comply with a tax-favored program registered with a Governmental Entity outside the United States; (iv) to the extent a Company Option was granted after December 31, 2004, it was granted with respect to a class of stock of the Company that is “service recipient stock” (within the meaning of Section 409A and the proposed or final regulations or other Internal Revenue Service guidance issued with respect thereto); and (v) each Company Option has been properly accounted for in accordance with GAAP in the Company Financial Statements.

2.17 Material Contracts .

(a) Section 2.17(a) of the Disclosure Schedule identifies, in each subpart that corresponds to the subsection listed below, any Contract, (x) to which the Company or any Company Subsidiary is a party, (y) by which the Company or any Company Subsidiary or any of their assets is bound or under which the Company or any Company Subsidiary has any obligation, or (z) under which the Company or any Company Subsidiary has any right or interest:

(i) that is with a Top Customer, Top Supplier, or Top Publisher;

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 36 -

(ii) In-Licenses;

(iii) Out-Licenses;

(iv) pursuant to which the Company or any Company Subsidiary has been appointed a partner, reseller or distributor and that contemplates or involves the payment or delivery of cash or other consideration (A) in an amount or having a value in excess of $60,000 in any calendar year or (B) any lesser amount if the Contracts disclosed under clause (A) of this Section 2.17(a)(iv) do not account for more than seventy percent (70%) of the total revenues of the Company and the Company Subsidiaries, taken as a whole, during each of the last three calendar years (the “ Contract Revenue Threshold ”); provided that the Contracts to be disclosed under clause (B) of this Section 2.17(a)(iv) shall be limited to those Contracts necessary to meet the Contract Revenue Threshold (such contracts to be included in descending order based upon the value attributable thereto);

(v) pursuant to which the Company or any Company Subsidiary has appointed another party as a partner, reseller, or distributor and that contemplates or involves the payment or delivery of cash or other consideration (A) in an amount or having a value in excess of $100,000 in any calendar year or (B) any lesser amount if the Contracts disclosed under (A) of this Section 2.17(a)(iv) do not account for more than eighty percent (80%) of the total expenditures of the Company and the Company Subsidiaries, taken as a whole, during each of the last three calendar years, in each case, excluding expenditures on account of Company Employees (the “ Expenditure Threshold ”); provided that the Contracts to be disclosed under clause (B) of this Section 2.17(a)(iv) shall be limited to those Contracts necessary to meet the Expenditure Threshold (such contracts to be included in descending order based upon the value attributable thereto);

(vi) pursuant to which the Company or any Company Subsidiary is bound that provides for any most favored nation or similar terms;

(vii) pursuant to which the Company or any Company Subsidiary is bound to, or has committed to provide or license, any Company Intellectual Property to any third party on an exclusive basis or to acquire or license any product or service on an exclusive basis from a third party;

(viii) imposing any restriction on the right or ability of the Company or any Company Subsidiary (or that would purport to limit the freedom of Acquiror or any of its Affiliates) : (A) to engage in any business practices; (B) to compete with any other Person or to engage in any line of business, market or geographic area, or to sell, license, manufacture or otherwise distribute any of its technology or products, or from providing services, to customers or potential customers or any class of customers, in any geographic area, during any period of time, or in any segment of the market; ( C) to solicit the employment of, or hire, any potential employees, consultants or independent contractors; (D ) to acquire any product, property or other asset (tangible or intangible), or any services, from any other Person, to sell any product or other asset to or perform any services for any other Person or to transact business or deal in any other manner with any other Person; or ( E ) to develop or distribute any technology or exploit any Intellectual Property Rights;

(ix) (A) pursuant to which the Company or any Company Subsidiary has agreed to a covenant not to sue or (B) pursuant to which Company or Company Subsidiaries agrees to transfer or assign Intellectual Property Rights ;

(x) any development, joint development or outsourced development agreement involving the development of Intellectual Property Rights pertaining to the Company Products ;

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 37 -

(xi) set forth or required to be set forth in the Disclosure Schedule pursuant to Section 2.10 (or any subsection thereof);

(xii) relating to capital expenditures and involving future payments in excess of $50,000;

(xiii) relating to the settlement of any Action;

(xiv) relating to (A) the disposition or acquisition of material assets or any material interest in any Person or business enterprise or (B) the acquisition, issuance or transfer of any securities of another Person;

(xv) relating to any mortgages, indentures, guarantees, pledges or performance or completion bonds, indemnity or surety arrangements, loans or credit agreements, security agreements or other Contracts or instruments relating to Indebtedness or extension of credit or the creation of any Encumbrance with respect to any asset of the Company or any Company Subsidiary;

(xvi) creating or relating to any partnership or joint venture or any sharing of revenues, profits, losses, costs or liabilities, including any agreements requiring the Company or any Company Subsidiaries to pay royalties;

(xvii) that was entered into outside the ordinary course of business of the Company or any Company Subsidiary and that contemplates or involves the payment or delivery of cash or other consideration in an amount or having a value in excess of $50,000 in any calendar year;

(xviii) that has a term of more than one year and that may not be terminated by the Company or any Company Subsidiary (without penalty or any post-termination support, maintenance, engineering or similar obligations) within sixty (60) days after the delivery of a termination notice by the Company or any Company Subsidiary;

(xix) Lease Agreements ; or

(xx) that contemplates or involves: (A) the payment or delivery of cash or other consideration in an amount or having a value in excess of $ 100,000 in the aggregate; or (B) the performance of services having a value in excess of $ 100,000 in the aggregate .

(b) The Company has made available true, correct and complete copies of all written Material Contracts, including all amendments or modifications thereto. Section 2.17(b) of the Disclosure Schedule provides an accurate description of the terms of each Material Contract that is not in written form. Each Material Contract is valid and in full force and effect and binding on all parties thereto in accordance with its terms, subject to Legal Requirements of general application relating to bankruptcy, insolvency and the relief of debtors, and rules of law governing specific performance, injunctive relief and other equitable remedies. Neither the Company nor any Company Subsidiary has violated or breached in any material respect, or committed any default under, any Material Contract, and, to the knowledge of the Company, no other Person has violated or breached in any material respect, or committed any default under, any such Contract. To the knowledge of the Company, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or could reasonably be expected to: (i) result in a violation or breach of any of the provisions of any Material Contract by the Company or any Company Subsidiary, or , to the knowledge of the Company, any other Person that is a party to a Material Contract; (ii) give any Person the right to declare a default or exercise any remedy against the Company or any Company Subsidiary under any Material Contract;

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 38 -

(iii) give any Person (other than the Company or any Company Subsidiary) the right to accelerate the maturity or performance of any Material Contract; or (iv) give any Person (other than the Company or any Company Subsidiary) the right to cancel, terminate or modify any Material Contract. Within the past three (3) years, neither the Company nor any Company Subsidiary has received any written notice or, to the Company’s knowledge, any non-written communication regarding any actual or possible violation or breach of, or default under, any Material Contract. Neither the Company nor any Company Subsidiary has waived any of its material rights under any Material Contract. “ Material Contracts ” means any Contract required to be disclosed in Section 2.17(a) of the Disclosure Schedule and any Contract entered into after the Agreement Date and prior to Closing that would have been required to be disclosed in Section 2.17(a) of the Disclosure Schedule if such Contract had been entered into on or prior to the Agreement Date .

2.18 Employee Benefit Plans and Compensation .

(a) Section 2.18(a) of the Disclosure Schedule contains a complete and accurate list of each employment, consulting, compensation, incentive or deferred compensation, severance, relocation, retention, transaction, change in control, termination, retirement, pension, supplemental retirement, deferred compensation, excess benefit, profit-sharing, bonus, incentive, performance award, stock option, restricted stock, deferred stock, phantom stock or other equity or equity-linked, savings, life, vacation, paid-time-off, cafeteria, insurance, flex spending, tuition, medical, health, welfare, disability, death, fringe benefit or other employee compensation or benefit plan, program, policy, practice, commitment , agreement, arrangement or Contract, including, in each case, each “employee benefit plan” within the meaning of Section 3(3) of the ERISA (whether or not subject to ERISA) or any other employee benefits plan under any other applicable Legal Requirement which is or has been maintained, contributed to, participated in, sponsored by or required to be contributed to by the Company or any ERISA Affiliate thereof or with respect to which the Company or any ERISA Affiliate thereof has or may have any liability or obligation, whether actual or contingent (collectively, the “ Company Employee Plans ”). Section 2.18(a) of the Disclosure Schedule does not need to include offer letters that do not differ materially from the Company’s standard form provided to Acquiror and that are terminable “at-will” without severance or benefit obligations. The Company and the Company Subsidiaries have no written or unwritten commitment to establish any new Company Employee Plan or modify any existing Company Employee Plan.

(b) Documents . The Company has made available to Acquiror true, correct and complete copies, as applicable, of (i) each Company Employee Plan including all amendments thereto and all related trust documents (and descriptions of the material terms of any such plan that is not in writing) , (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required to be filed in connection with each Company Employee Plan, (iii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of such Company Employee Plan assets, (iv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, (vi) all material communications to any current Company Employee relating to any Company Employee Plan, including all communications relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company or any Company Subsidiary, (vii) all correspondence to or from any Governmental Entity relating to any Company Employee Plan other than routine correspondence in the normal course of operations of such Company Employee Plan, (viii ) policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (ix) all discrimination tests for each Company Employee Plan for the three most recent plan years, and (x) the most recent Internal

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 39 -

Revenue Service (or any other applicable Tax Authority) determination or opinion letter issued with respect to each Company Employee Plan, if applicable.

(c) Compliance . The Company and the Company Subsidiaries have performed all obligations required to be performed by them under, are not in default or violation of, and, as of the Agreement Date, the Company does not have any knowledge of any material default or violation by any other party to, any Company Employee Plan, and each Company Employee Plan has been established and maintained in accordance with its terms and in material compliance with all applicable Legal Requirements, including, without limitation, ERISA and the Code. Each Company Employee Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code and nothing has occurred since the date of such letter that has or is reasonably likely to affect such qualification. Each trust established in connection with any Company Employee Plan which is intended to be exempt from federal income taxation under Section 501(a) of the Code is so exempt, and no fact or event has occurred that would reasonably be expected to adversely affect the exempt status of any such trust. No lien has been imposed under the Code or ERISA with respect to any Company Employee Plan. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no actions, suits or claims pending or, to the knowledge of the Company or any ERISA Affiliate, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Acquiror, the Company or any ERISA Affiliate (other than ordinary administration expenses). There are no audits, inquiries or proceedings pending or, to the knowledge of the Company or any ERISA Affiliates, threatened by any Governmental Entity with respect to any Company Employee Plan. Neither the Company nor any ERISA Affiliate is subject to any penalty or Tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company and the Company Subsidiaries have timely made all contributions and other payments required by and due under the terms of each Company Employee Plan.

(d) Effect of Transaction . Except as set forth in Section 2.18(d) of the Disclosure Schedule, the execution of this Agreement and the consummation of the Merger and other Transactions will not (either alone or upon the occurrence of any additional or subsequent events) result in or entitle any Person to any payment, acceleration, forgiveness of indebtedness, vesting, distribution, increase in compensation or benefits or obligation to fund benefits.

(e) No Pension Plan . No Company Employee Plan is, and neither the Company nor any ERISA Affiliate has ever maintained, established, sponsored, participated in, or contributed to, a pension plan subject to Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISA or Section 412 of the Code. Neither the Company nor any ERISA Affiliate has incurred or could reasonably be expected to incur any liability pursuant to Title I or Title IV of ERISA (including any controlled group liability) or the penalty, excise Tax or joint and several liability provisions of the Code, whether contingent or otherwise.

(f) No Self-Insured Plan . Neither the Company nor any ERISA Affiliate has ever maintained, established, sponsored, participated in or contributed to any self-insured plan that provides benefits to Company Employees (including any such plan pursuant to which a stop loss policy or contract applies). The obligations of all Company Employee Plans that provide health, welfare or similar insurance are fully insured by bona fide third-party insurers. Except as set forth in Section 2.18(f) of the Disclosure Schedules, no Company Employee Plan is maintained through a human resources and benefits outsourcing entity, professional employer organization, or other similar vendor or provider.

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 40 -

(g) Collectively Bargained, Multiemployer and Multiple Employer Plan . No Company Employee Plan is, and at no time has the Company or any ERISA Affiliate contributed to or been obligated to contribute to a multiemployer plan (as defined in Section 3(37) of ERISA). No Company Employee Plan is, and neither the Company nor any ERISA Affiliate has at any time ever maintained, established, sponsored, participated in or contributed to (i) a multiple employer plan or to any other plan described in Section 413 of the Code or (ii) a multiple employer welfare arrangement (within the meaning of Section 3(40) of ERISA).

(h) No Post Employment Obligations . Neither the Company nor any ERISA Affiliate has any obligation or liability to provide, whether under any Company Employee Plan or otherwise, any post termination or retiree life insurance, health or other employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable state Legal Requirement.

(i) International Employee Plans . Section 2.18(i) of the Disclosure Schedule contains a complete and accurate list of each International Employee Plan. With respect to each International Employee Plan: (i) such International Employee Plan is and has been established, administered and maintained at all times in material compliance with its terms and all applicable Legal Requirements of each jurisdiction in which such International Employee Plan is maintained; (ii) all contributions to, and payments from, such International Employee Plan which may have been required to be made in accordance with the terms of such International Employee Plan, and the applicable Legal Requirements of the jurisdiction in which such International Employee Plan is maintained, have been timely made or accrued ; (iii) the Company and each ERISA Affiliate has complied with all applicable reporting and notice requirements, and such International Employee Plan has obtained from the Governmental Entity having jurisdiction with respect to such International Employee Plan any required determinations, if any, that such International Employee Plan is in compliance with all applicable Legal Requirements of the relevant jurisdiction if such determinations are required in order to give effect to such International Employee Plan; (iv) there are no pending investigations by any Governmental Entity involving such International Employee Plan, and no pending claims (except for claims for benefits payable in the ordinary course), suits or proceedings against such International Employee Plan or asserting any rights or claims to benefits under such International Employee Plan and to the knowledge of the Company or any ERISA Affiliate are any such investigations, claims, suits or proceedings reasonably anticipated; (v ) the consummation of the transactions contemplated by this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) create or otherwise result in any liability with respect to such International Employee Plan; and (vi ) except as required by applicable Legal Requirements, no condition exists that would prevent the Company or any Company Subsidiary from terminating or amending any International Employee Plan at any time for any reason in accordance with the terms of each such International Employee Plan without the payment of any fees, costs or expenses (other than the payment of benefits accrued on the Company Balance Sheet and any normal and reasonable expenses ordinarily incurred in a termination event). There has been no amendment to, written interpretation of or announcement (whether or not written) by the Company or any Company Subsidiary relating to, or change in employee participation or coverage under, any International Employee Plan that would reasonably be expected to materially increase the expense of maintaining such International Employee Plan above the level of expense incurred in respect thereof for the most recent fiscal year ended prior to the Agreement Date. No International Employee Plan has unfunded liabilities that will not be offset by insurance or that are not fully accrued on the Company Financial Statements.

(j) Employment Matters . Each of the Company and the Company Subsidiaries has complied in all material respects with its own policies, practices, handbooks, work rules, and internal regulations and all applicable Legal Requirements, judgments or arbitration awards of any court, arbitrator or any Governmental Entity, extension orders and binding customs respecting labor and

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 41 -

employment, including Legal Requirements relating to employment practices, terms and conditions of employment, discrimination, disability, fair labor standards, workers compensation, wrongful discharge, immigration, occupational safety and health, family and medical leave, wages and hours (including overtime wages), worker classification, equal opportunity, pay equity, meal and rest periods, and employee terminations, or the equivalent under applicable Legal Requirements, and in each case, with respect to any Company Employee: (i) has withheld and reported all amounts required by Legal Requirement or by agreement to be withheld and reported with respect to wages, salaries and other payments to Company Employees, (ii) is not liable for any arrears of wages, bonuses, commissions, fees, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing, (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity, with respect to unemployment compensation benefits, social security, other payroll taxes or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice); and (iv) paid all sums due for wages, contributions, premiums and other payments due or required to be paid in connection with each International Employee Plan. There are no actions, suits, claims or administrative matters pending or threatened or, to the knowledge of the Company, reasonably anticipated against the Company or any Company Subsidiary with respect to any Company Employee or Company Employee Plan. There are no pending or threatened or, to the knowledge of the Company, reasonably anticipated claims or actions against Company, any Company Subsidiary or any Company trustee under any worker’s compensation policy or long term disability policy. Neither the Company nor any Company Subsidiary is party to a conciliation agreement, consent decree or other agreement or Order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided by each of the Company’s and Company Subsidiaries’ Employees in the United States are terminable at the will of the Company or the Company Subsidiaries, as applicable, and outside the United States are terminable in compliance with applicable Legal Requirements , and any such termination would result in no liability to the Company or any Company Subsidiary. Section 2.18(j) of the Disclosure Schedule lists all liabilities of the Company and the Company Subsidiaries to any Company Employee that may result from the termination by the Company, any Company Subsidiary or Acquiror of such Company Employee’s employment or provision of services, a change in control of the Company or any Company Subsidiary, or a combination thereof . The Company and the Company Subsidiaries have no material liability with respect to any misclassification of (x) any Person as an independent contractor rather than as an employee (or the equivalent under applicable Legal Requirements); (y) except (if at all) as set forth in Section 2.18(a) of the Disclosure Schedule , any Company Employee leased from another employer (or the equivalent under applicable Legal Requirements); or (z) any Company Employee currently or formerly classified as exempt from overtime wages (or the equivalent under applicable Legal Requirements).

(k) Labor Matters . Neither the Company nor any Company Subsidiary is a party to any collective bargaining agreements, union contract or other agreements with any union, works council, employee representative or other labor organization or group of employees with respect to Employees, and, to the Company’s knowledge there are no labor unions, works councils, employee representatives or other organizations representing, purporting to represent or attempting to represent, any employee, or group of employees, of the Company or any Company Subsidiary. No collective bargaining agreement, union contract or any other agreement with any union, works council, employee representative or other labor organization or group of employees is being negotiated by the Company or any Company Subsidiary. Neither the Company nor any Company Subsidiary has experienced any strikes, labor disputes, concerted refusal to work overtime, slowdowns, work stoppages, lockouts, or threats thereof, by or with respect to any employees of the Company or any Company Subsidiary and to the Company’s knowledge such conduct is not being threatened. Neither the Company nor any Company Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act or similar Legal Requirement. The Company has no knowledge of any activities or proceedings of any labor union, works council, employee representative or other labor organization or group of employees to organize any

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 42 -

current Company Employees. There are no actions, suits, claims, labor disputes or grievances pending or to the Company’s knowledge threatened or, to the knowledge of the Company, reasonably anticipated regarding any labor matters involving any Company Employee, including charges of unfair labor practices under any applicable Legal Requirement or otherwise.

(l) Work Authorizations . Current Company Employees are authorized and have appropriate documentation to work in the jurisdiction in which they are working. Section 2.18(l) of the Disclosure Schedule sets forth an accurate and complete list of the following: (i) all United States based current Company Employees who are not U.S. citizens or permanent residents and (ii) all current Company Employees based outside of the United States that are not citizens or permanent residents of the jurisdiction in which they perform services. Each of the United States based current Company Employees required to be listed on Section 2.18(m) of the Disclosure Schedule is authorized under applicable immigration Legal Requirements to work in his or her current position for the Company or Company Subsidiary and each non-U.S.-based current Company Employee required to be listed on Section 2.18(l) of the Disclosure Schedule is authorized under applicable Legal Requirements to work in his or her current positions for the Company or Company Subsidiary.

(m) Warn Act . In the three years prior to the Agreement Date, neither the Company nor any Company Subsidiary has taken any action which would constitute a “plant closing” or “mass layoff” within the meaning of the Worker Administration and Retraining Notification Act (“ WARN ”) or similar state or local Legal Requirement, issued any notification of a plant closing or mass layoff required by WARN or similar state or local Legal Requirement, or incurred any liability or obligation under WARN or any similar state or local Legal Requirement that remains unsatisfied. The Company is not planning any terminations prior to the Closing which would trigger any notice or other obligations under WARN or any similar state or local Legal Requirement.

(n) Company Employees . Section 2.18(n) of the Disclosure Schedule contains a complete and accurate list of Company Employees as of the Agreement Date who are employed or engaged by the Company or any Company Subsidiary and shows with respect to each such Person (i) the Person’s name, position held, work location, base salary or hourly wage rate, as applicable, including each Person’s designation as either exempt or non-exempt from the overtime requirements of the Fair Labor Standards Act and applicable state and local wage Legal Requirements, Company Options held, and all other remuneration payable and other benefits provided or which the Company and the Company Subsidiaries are bound to provide (whether at present or in the future) to each such Person, or any Person connected with any such person, and includes, if any, particulars of all profit sharing, incentive and bonus arrangements to which the Company and the Company Subsidiaries are a party, whether legally binding or not, (ii) the date of hire, (iii) vacation eligibility for the current calendar year (including accrued vacation from prior years), (iv) leave status (including type of leave, expected return date for non-disability related leaves and expiration dates for disability leaves), (v) visa status, (vi) the name of any union, works council, employee representative or other labor organization or group of employees, collective bargaining agreement or other similar labor agreement covering such Company Employee, (vii) accrued sick days for current calendar year, (viii) relevant prior notice period required in the event of termination, (ix) eligibility to Company car or travel expenses, (x) any severance or termination payment (in cash or otherwise) to which any Person could be entitled, and (xi) average over-time payments per month during the preceding twelve-month period. To the knowledge of the Company, no Person listed on Section 2.18(n) of the Disclosure Schedule has indicated, whether verbally or in writing to the Company, that he/she is, or will be prior to the Closing, terminating his or her employment for any reason.

(o) Company Contractors . Section 2.18(o) of the Disclosure Schedule contains a true, correct and complete list of (i) all current independent contractors, Persons that have a consulting or advisory relationship with the Company or any Company Subsidiary, and Persons engaged by the

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 43 -

Company or a Company Subsidiary through a third party agency and (ii) the location at which such independent contractors, consultants, advisors and Persons have been or are providing services; (iii) the rate of all regular, bonus or any other compensation payable to such independent contractors, consultants, advisors, and Persons; and (iv) the start and termination date of any agreement binding any Person that has a consulting or advisory relationship with the Company or any Company Subsidiary. Except as set forth in such written agreements or otherwise set forth on Section 2.18(o) of the Disclosure Schedule, all such independent contractors, consultants and advisors to the Company or any Company Subsidiary can be terminated immediately and without notice or liability on the part of the Company or a Company Subsidiary.

2.19 Environmental and Safety Legal Requirements . Neither the Company nor any Company Subsidiary has released any amount of any Hazardous Material. No Hazardous Materials are present in, on or under any property, including the land and the improvements, ground water and surface water thereof, that the Company or any Company Subsidiary has at any time owned, operated, occupied or leased. Neither the Company nor any Company Subsidiary has transported, stored, used, manufactured, disposed of, released or exposed their employees or others to Hazardous Materials in violation of any Legal Requirement or in a manner that would result in liability to the Company or any Company Subsidiary, nor has the Company or any Company Subsidiary disposed of, transported, sold, or manufactured any product containing a Hazardous Material (any or all of the foregoing being collectively referred to herein as “ Hazardous Materials Activities ”) in violation of any rule, regulation, treaty or statute promulgated by any Governmental Entity to prohibit, regulate or control Hazardous Materials or any Hazardous Material Activity.

2.20 Top Customers and Suppliers .

(a) Section 2.20(a) of the Disclosure Schedule contains a true and correct list of the top twenty (20) currently active customers of the Company and the Company Subsidiaries, taken as a whole, ranked by revenues generated in connection with such customers for the calendar years ending December 31, 2015 and December 31, 2016 (each such customer, a “ Top Customer ”), and such applicable revenue. Neither the Company nor any Company Subsidiary has received written notice, or to the Company’s knowledge, non-written communication that any Top Customer intends to cancel, or otherwise materially and adversely modify its relationship with the Company or any Company Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise.

(b) Section 2.20(b) of the Disclosure Schedule contains a true and correct list of the top ten (10) currently active suppliers and vendors of the Company and the Company Subsidiaries, taken as a whole, by dollar volume of sales and purchases, respectively, for the calendar years ending December 31, 2015 and December 31, 2016 (each such supplier, a “ Top Supplier ”). Neither the Company nor any Company Subsidiary has received written notice, or to the Company’s knowledge, non-written communication that any Top Supplier intends to cancel, or otherwise materially and adversely modify its relationship with the Company or any Company Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise.

(c) Section 2.20(c) of the Disclosure Schedule contains a true and correct list of the top ten (10) currently active publishers of the Company and the Company Subsidiaries, taken as a whole, by dollar volume of revenue generated in connection with such publishers, respectively, for the calendar years ending December 31, 2015 and December 31, 2016 (each such publisher, a “ Top Publisher ”). Neither the Company nor any Company Subsidiary has received written notice, or to the Company’s knowledge, non-written communication that any Top Publisher intends to cancel, or otherwise materially

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 44 -

and adversely modify its relationship with the Company or any Company Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise.

2.21 Interested Party Transactions .

(a) No officer, director, or Key Employee or, to the knowledge of the Company, Company Securityholder ( nor any Affiliate or immediate family member of any of such Persons, or any trust, partnership or corporation in which any of such Persons has or has had an interest) ( each, an “ Interested Party ”), has, directly or indirectly, (i ) any interest in any Person that licensed or licenses from or to, purchased or purchases from, sold or sells or furnished or furnishes to the Company or any Company Subsidiary any Intellectual Property or goods or services or ( ii ) any interest in, or is a party to, any Contract to which the Company or any Company Subsidiary is a party; provided , however , that ownership of no more than one percent (1%) of the outstanding voting stock of a publicly traded corporation shall not be deemed to be an “interest in any Person” for purposes of this Section 2.21 .

(b) All transactions pursuant to which any Interested Party has purchased any services, products, technology or intellectual property rights from, or sold or furnished any services, products, technology or intellectual property rights to, the Company or any Company Subsidiary have been on an arms-length basis on terms no less favorable in the aggregate to the Company or any Company Subsidiary than would be available from an unaffiliated party.

2.22 Bank Accounts; Powers of Attorney . Section 2.22 of the Disclosure Schedule sets forth a complete and correct list showing: (a) all banks in which the Company or a Company Subsidiary maintains a bank account or safe deposit box, together with, as to each such bank account, the account number, the names of all signatories thereof and, with respect to each such safe deposit box, the number thereof and the names of all Persons having access thereto; and (b) the names of all Persons holding powers of attorney from the Company or any Company Subsidiary.

2.23 Complete Copies of Materials . The Company has made available true and complete copies of each document (or summaries of the same) that has been requested by Acquiror or its counsel , including true and complete copies of all Material Contracts and all other Contracts and documents listed on the Disclosure Schedule.

2.24 Representations Complete . To the Company’s knowledge, none of the representations or warranties made by the Company (as modified by the Disclosure Schedule ) in this Agreement or any Company Related Agreement, and none of the statements made in any exhibit, schedule or certificate furnished by the Company or any of its Representatives pursuant to this Agreement or any Company Related Agreement contains, or will contain at the Effective Time, any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Article III

Representations and Warranties of Acquiror

Subject to such exceptions as are specifically set forth in the appropriate section, subsection or subclause of the Disclosure Schedule or in any other section, subsection or subclause of the Disclosure Schedule solely if and to the extent that it is readily apparent on the face of such disclosure that it applies to such other section, subsection or subclause of this Article III without reference to the documents

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 45 -

referenced therein, Acquiror and Merger Sub each hereby represents and warrants to the Company as follows:

3.1 Organization and Standing . Acquiror and Merger Sub are each a corporation duly organized, validly existing and in good standing under the Legal Requirements of the State of Delaware. Acquiror has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as currently conducted.

3.2 Authority and Enforceability . Acquiror and Merger Sub each has all requisite corporate power and authority to enter into this Agreement and all other agreements to be entered into by Acquiror or Merger Sub in connection with this Agreement and the Merger (“ Acquiror Related Agreements ”) and to consummate the Merger and the other transactions contemplated hereby and thereby. The entry into and the execution and delivery by Acquiror and Merger Sub of this Agreement and any Acquiror Related Agreements to which it is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate and other action on the part of Acquiror and Merger Sub, and no further action is required on the part of Acquiror to authorize the Agreement and any Acquiror Related Agreements to which it is a party and the transactions contemplated hereby and thereby . This Agreement and any Acquiror Related Agreements have been duly executed and delivered by Acquiror and Merger Sub, as applicable, and constitute the valid and binding obligations of Acquiror and Merger Sub, as applicable, enforceable against each such Person in accordance with their terms, subject to (a) applicable bankruptcy and other similar Legal Requirements affecting the rights of creditors generally and (b) Legal Requirements governing specific performance, injunctive relief and other equitable remedies.

3.3 Governmental Approvals and Consents . No Governmental Approval is required by or with respect to Acquiror or Merger Sub in connection with the execution and delivery of this Agreement and any Acquiror Related Agreements or the consummation of the Merger and the other transactions contemplated hereby and thereby, except for such consents, waivers, approvals, Orders, authorizations, registrations, declarations and filings as may be required under applicable securities laws and state “blue sky” laws.

3.4 No Conflicts . The execution and delivery by Acquiror of this Agreement and the Acquiror Related Agreements to which it is a party , the performance of its obligations hereunder and thereunder, and the consummation of the Merger and the other transactions contemplated by this Agreement and the Acquiror Related Agreements to which it is a party, does not and will not Conflict with any Legal Requirement applicable to Acquiror or any of its properties or assets (whether tangible or intangible).

3.5 Valid Issuance . Assuming the accuracy of the Accredited Investor Questionnaires, the shares of Acquiror Common Stock to be issued to Company Securityholders in the Merger pursuant to the terms hereof, when issued as provided in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, and will be free of Encumbrances and restrictions on transfer other than Encumbrances and restrictions on transfer under this Agreement and the Joinder Agreements, under applicable state and federal securities Legal Requirements, and any Encumbrances or restrictions imposed as a result of the nature or identity of the applicable Company Securityholder, and as otherwise set forth on Section 3.5 of the Disclosure Schedule.

3.6 Financing . Acquiror has and will have at Closing sufficient funds available to pay the Total Closing Cash Consideration and any expenses incurred by Acquiror in connection with the Merger and the other transactions contemplated by this Agreement and the Acquiror Related Agreements.

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 46 -

3.7 Operations of Merger Sub . Merger Sub is wholly-owned directly by Acquiror, was formed solely for the purpose of effecting the Merger and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby.

3.8 Tax Shelters . Acquiror has no plan or intention to take any action or cause any action to be taken with respect to the Company or the Surviving Company subsequent to the Closing that would cause the transactions contemplated hereby to constitute part of a transaction that is an “Intermediary Transaction Tax Shelter” described in Internal Revenue Service Notice 2001-16, 2001-1 C.B. 730, and Internal Revenue Service Notice 2008-20 I.R.B. 2008-6 (January 17, 2008), and Internal Revenue Service Notice 2008-111 I.R.B. 1299 (December 1, 2008).

Article IV

Conduct Prior To The Effective Time

4.1 Affirmative Conduct of Company Business . During the period from the Agreement Date and continuing until the earlier of the termination of this Agreement or the Effective Time, except to the extent that Acquiror shall otherwise consent or request in writing, the Company shall conduct the business of the Company and shall cause the Company Subsidiaries to conduct their respective businesses in the usual, regular and ordinary course consistent with past practice, including paying all Taxes of the Company and the Company Subsidiaries when due and payable (subject to Acquiror’s review and reasonable good faith comment prior to the filing of any Tax Returns), paying or performing all other obligations of the Company and the Company Subsidiaries when due and payable (including the timely withholding, collecting, remitting and payment of all Taxes required under Legal Requirement), and, to the extent consistent with such business, preserving intact the present business organizations of the Company and the Company Subsidiaries, keeping available the services of the current Company Employees, preserving the assets (including intangible assets) and properties of the Company and the Company Subsidiaries and preserving the relationships of the Company and the Company Subsidiaries with customers, suppliers, distributors, licensors, licensees, and others having business dealings with them, all with the goal of preserving the goodwill and ongoing businesses of the Company and the Company Subsidiaries through the Effective Time.

4.2 Restrictions on Conduct of Company Business . During the period from the Agreement Date and continuing until the earlier of the termination of this Agreement or the Effective Time, except as expressly set forth in Section 4.2 of the Disclosure Schedule, the Company shall not (and shall ensure that each Company Subsidiary shall not), without the prior written consent of Acquiror, which consent shall not be unreasonably withheld, delayed or conditioned:

(a) cause or permit any modifications, amendments or changes to the Charter Documents or the Subsidiary Charter Documents (other than the Certificate Amendment);

(b) declare, set aside, or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any Company Capital Stock or the capital stock, limited liability interests, or other Equity Interests of any Company Subsidiary, or split, combine or reclassify any Company Capital Stock or the capital stock, limited liability interest, or other equity interest of any Company Subsidiary or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Capital Stock or the capital stock, limited liability interest, or other equity interest of any Company Subsidiary, or directly or indirectly repurchase, redeem or otherwise acquire any shares of Company Capital Stock or the capital stock, limited liability interest, or other equity interest of any Company Subsidiary (or options, warrants or other rights convertible into, exercisable or exchangeable for Company Common Stock or the capital stock, limited liability interest, or other equity

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 47 -

interest of any Company Subsidiary) except in accordance with the agreements evidencing Company Options and Company Warrants;

(c) issue, grant, deliver, sell or purchase any Company Capital Stock or equity-based awards (whether payable in cash, stock or otherwise) or the capital stock of any Company Subsidiary or any securities convertible into, exercisable or exchangeable for, or subscriptions, rights, warrants or options to acquire, or other agreements or commitments of any character obligating any of them to issue or purchase any such shares or other convertible securities, except for the issuance of Company Common Stock pursuant to the exercise of Company Options and Company Warrants outstanding as of the date of this Agreement;

(d) form a subsidiary or acquire an interest in any corporation, association, joint venture, partnership or other business entity or division thereof;

(e) make any capital expenditure exceeding $50,000 in the aggregate;

(f) other than in the usual, regular and ordinary course consistent with past practice, (i) dispose of any assets (whether tangible or intangible) of the Company or any Company Subsidiary or (ii) acquire any assets of any business enterprise or division thereof;

(g) other than entering into agreements with customers in the usual, regular and ordinary course of business consistent with past practice, enter into any agreement, contract or commitment for the (i) sale, lease, license or transfer of any Company Intellectual Property or any agreement contract or commitment or modification or amendment to any agreement with respect to Company Intellectual Property with any Person, (ii) purchase or license of any Technology or Intellectual Property Rights or execution, modification or amendment of any agreement with respect to the Technology or Intellectual Property Rights of any Person, or (iii) change in pricing or royalties set or charged by the Company or any Company Subsidiary to its customers or licensees or in pricing or royalties set or charged by Persons who have licensed Intellectual Property Rights to the Company or any Company Subsidiary;

(h) abandon, cancel or commit any action or omission regarding the relinquishment or right to a patent, patent application, or other Intellectual Property Right;

(i) incur any Indebtedness (other than the obligation to reimburse current Company Employees for reasonable travel and business expenses or indebtedness incurred in connection with the purchase of goods and services, in each case, other than in the usual, regular and ordinary course consistent with past practice ), issue or sell any debt securities, create an Encumbrance over any asset of the Company or any Company Subsidiary or amend the terms of any outstanding loan agreement;

(j) make any loan to any Person (except for advances to employees for reasonable business travel and expenses in the ordinary course of business consistent with past practice), purchase debt securities of any Person or guarantee any Indebtedness of any Person;

(k) commence any Action or settle any Action or threat of any Action by or against the Company or any Company Subsidiary or relating to any of their businesses, properties or assets, or any of their respective Company Employees (in their capacities as such or relating to their employment, services, or relationship with the Company or a Company Subsidiary);

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 48 -

(l) pay, discharge, release, waive or satisfy any claims, rights or liabilities, other than the payment, discharge or satisfaction in the ordinary course of business of liabilities reflected on the Current Balance Sheet or incurred in the ordinary course of business after the Balance Sheet Date;

(m) adopt or change accounting methods or practices (including any change in depreciation or amortization policies or rates or any change to practices that would impact the methodology for recognizing revenue) other than as required by GAAP;

(n) make or change any election in respect of Taxes, adopt or change any accounting method in respect of Taxes, enter into any agreement in respect of Taxes, settle any claim or assessment in respect of Taxes, consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes, make or request any Tax ruling, enter into any Tax sharing or similar agreement or arrangement, enter into any transactions giving rise to deferred gain or loss, amend any Tax Return or file any income Tax Return or other material Tax Return unless a copy of such income or other material Tax Return has been submitted to Acquiror for review and comment prior to filing;

(o) (i) adopt, amend or terminate, or start a termination process of, any Company Employee Plan (other than as expressly required pursuant to Section 5.10(c) of this Agreement or any applicable Legal Requirements) , (ii) adopt, amend or terminate, or start a termination process of, any Company Employee Agreement, including any indemnification agreement, (iii) enter into or amend any Company Employee Agreement or (iv) otherwise hire any Person as a Company Employee;

(p) increase or make any other change that would result in increased cost to the Company or any Company Subsidiary to the salary, wage rate, employment status, title or other compensation (including equity based compensation) payable or to become payable by the Company or any Company Subsidiary to any current Company Employee;

(q) make any declaration, payment, commitment or obligation of any kind for the payment (whether in cash, equity or otherwise) of a severance payment or other change in control payment, termination payment, bonus, special remuneration or other additional salary or compensation (including equity based compensation) to any Company Employee, except payments made pursuant to written agreements existing on the Agreement Date and disclosed in Section 2.18(a) of the Disclosure Schedule;

(r) amend any Company Privacy Policy, or publish any new Company Privacy Policy;

(s) take any action to accelerate or otherwise modify the terms of any of the outstanding Company Options or Company Warrants, except as expressly required by this Agreement;

(t) other than to the extent required by any applicable Legal Requirement, send any written communications (including electronic communications) to Company Employees regarding this Agreement or the transactions contemplated hereby or make any representations or issue any communications to Company Employees that are inconsistent with this Agreement or the transactions contemplated hereby, including any representations regarding offers of employment from Acquiror;

(u) cancel, amend (other than in connection with the addition of customers and suppliers to such insurance policies from time to time in the ordinary course of business consistent with past practices) or fail to renew (on substantially similar terms) any insurance policy of the Company or any Company Subsidiary;

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 49 -

(v) (i) terminate, amend, waive, or modify in any material manner relative to such Contract or the Company’s or any Company Subsidiary’s businesses or operations, or violate, the terms of any Material Contract, or (ii) enter into any Contract which would have constituted a Material Contract had such Contract been entered into prior to the Agreement Date; or

(w) take, commit, authorize, propose, or agree or otherwise to take, any of the actions described in clauses (a) through (v) of this Section 4.2 .

4.3 No Solicitation .

(a) Commencing on the Agreement Date and continuing at all times until the earlier to occur of the Effective Time and the valid termination of this Agreement pursuant to its terms, the Company shall not (and shall not permit any of its Affiliates, or its or their respective directors, officers, employees, shareholders, counsel, advisors, agents or other representatives (“ Representatives ”) to), directly or indirectly: (i) solicit, initiate, seek, encourage, promote or support any inquiry, proposal or offer from, furnish any non-public information regarding the Company or any Company Subsidiary to, or participate in any discussions or negotiations with, any third party regarding (A) any acquisition of all or any material portion of the business, properties, assets, employees or technologies of the Company or any Company Subsidiary, or any amount of Company Capital Stock or Equity Interests in any Company Subsidiary (whether or not outstanding), in any case whether by merger, consolidation, amalgamation, purchase of assets or stock, tender or exchange offer, license or otherwise (other than the sale of products and services in the ordinary course of business consistent with past practice or the licensing of intellectual property in connection therewith), (B) any joint venture or other strategic investment in or involving the Company or any Company Subsidiary (other than an ongoing commercial or strategic relationship in the ordinary course of business), including any new financing, investment round or recapitalization of the Company, or (C) any similar transaction that is not in the ordinary course of business (each of the transactions described in the preceding clauses (A), (B) and (C) being referred to herein as an “ Alternative Transaction ”); (ii) disclose any information not customarily disclosed to any person concerning the business, properties, assets or technologies of the Company or any Company Subsidiary, or afford to any Person access to their respective properties, assets, technologies, books or records, not customarily afforded such access, in each case, that would reasonably be expected to be related to an Alternative Transaction; (iii) assist or cooperate with any person to make any proposal regarding any Alternative Transaction; or (iv) enter into any Contract with any person providing for an Alternative Transaction. The Company shall (and shall cause its Representatives to) immediately cease and cause to be terminated any such negotiations, discussions or agreements (other than with Acquiror) regarding an Alternative Transactions.

(b) In the event that the Company, any Company Securityholder or any of their respective Representatives shall receive, prior to the Effective Time or the valid termination of this Agreement pursuant to its terms, any inquiry, offer, proposal or indication of interest regarding a potential Alternative Transaction, or any request for disclosure of information or access of the type referenced in clause (ii) of Section 4.3(a) , the Company shall, upon becoming aware of such inquiry, offer, proposal or indication of interest, promptly notify Acquiror thereof, which notice shall include the identity of the party making any such inquiry, offer, proposal, indication of interest or request, and the material terms of such inquiry, offer, proposal, indication or request, as the case may be (including a copy of any written material and electronic communications received from such third party), and such other information related thereto as Acquiror may reasonably request.

(c) The parties hereto agree that irreparable damage would occur in the event that the provisions of this Section 4.3 were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed by the parties hereto that Acquiror shall be entitled to an

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 50 -

immediate injunction or injunctions, without the necessity of proving the inadequacy of money damages as a remedy and without the necessity of posting any bond or other security, to prevent breaches of the provisions of this Section 4.3 and to enforce specifically the terms and provisions hereof in any court having jurisdiction, this being in addition to any other remedy to which Acquiror may be entitled at law or in equity. Without limiting the foregoing, it i s understood that any violation of the restrictions set forth above by any Representative of the Company or any Company Securityholder shall be deemed to be a breach of this Agreement by the Company.

Article V

Additional Agreements

5.1 Required Stockholder Approval .

(a) The Company shall solicit Stockholder Written Consents from all Company Stockholders promptly following the execution of this Agreement, and shall use its commercially reasonable efforts to obtain Stockholder Written Consents representing the Required Stockholder Approval promptly, and, in any event, within twenty- four (2 4 ) hours, following the execution of this Agreement. The Company shall promptly deliver to Acquiror a copy of each executed Stockholder Written Consent upon receipt thereof from any Company Stockholder pursuant to such solicitation. It is anticipated that, promptly after the execution of this Agreement, the Company will receive Stockholder Written Consents from Company Stockholders pursuant to the preceding solicitation that are sufficient to fully and irrevocably deliver the Required Stockholder Approval. Promptly upon obtaining the Required Stockholder Approval, the Company shall deliver evidence thereof to Acquiror, and shall thereafter, as soon as is reasonably practicable (and in any event prior to the Closing Date), prepare and send to all Company Securityholders on the record date for the Stockholder Written Consents who did not execute a Stockholder Written Consent the notices required pursuant to the applicable provisions of Delaware Law. All materials submitted to the Company Securityholders in connection with such Stockholder Written Consents shall be subject to review and reasonable comment by Acquiror and shall include an information statement regarding the Company, the terms of this Agreement and the Merger and the unanimous recommendation of the Company Board that the Company Stockholders adopt this Agreement and approve the Merger and the Certificate Amendment and the other matters set forth in the Stockholder Written Consent (the “ Information Statement ” and, together with all other materials submitted to the Company Stockholders in connection with such Stockholder Written Consents, the “ Soliciting Materials ”). Except for the information related to Acquiror and its Affiliates, which shall be the responsibility of Acquiror, the Company agrees that the information included in the Soliciting Materials will not, on the date such information is first sent or furnished to the Company Securityholders, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, and that the Soliciting Materials will comply in all materials respects with Regulation D of the Securities Act. The Company shall update, amend and supplement the Soliciting Materials from time to time as may be required by applicable Legal Requirements, including Regulation D of the Securities Act. Notwithstanding anything to the contrary contained herein, none of the Soliciting Materials shall contain any information with respect to Acquiror or any of its Affiliates, unless the form and content of such included information shall have been approved by Acquiror prior to such inclusion.

(b) Promptly following the execution of this Agreement, but in no event later than ten (10) days following the Agreement Date, the Company shall use commercially reasonably efforts to (i) obtain from each Person who the Company reasonably believes might receive any payments and/or benefits referred to in this Section 5.1(b) an executed 280G Waiver, in form and substance reasonably

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 51 -

satisfactory to Acquiror (each, a “ 280G Waiver ”) and (ii) submit to the Company Stockholders for approval (in a manner reasonably satisfactory to Acquiror) by such number of Company Stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments and/or benefits, if any, that may, separately or in the aggregate, constitute “parachute payments” within the meaning of Section 280G of the Code, such that such payments and benefits shall not be deemed to be “parachute payments” under Section 280G of the Code. Prior to the Effective Time, the Company shall deliver to Acquiror evidence reasonably satisfactory to Acquiror (i) that a Company Stockholder vote was solicited in conformance with Section 280G, and (ii) either (A) the requisite Company Stockholder approval was obtained with respect to any payments and/or benefits that were subject to the Company Stockholder vote (the “ 280G Approval ”), or (B) the 280G Approval was not obtained and as a consequence, that such “parachute payments” shall not be made or provided, pursuant to the 280G Waiver described herein. All materials and waivers to be submitted to the Company Stockholders pursuant to this Section 5.1(b) shall be subject to review and approval by Acquiror, which approval shall not be unreasonably withheld, conditioned or delayed.

(c) The Company Board shall not alter, modify, change or revoke its unanimous approval of this Agreement, the Merger and the transactions contemplated hereby or the Certificate Amendment, including each of the matters set forth in Section 5.1(a) and the matters , if any, required pursuant to Section 5.1(b) , nor its unanimous recommendation that the Company Stockholders not exercise their dissenters or appraisal rights under Delaware Law in connection with the Merger.

(d) The Company will use its commercially reasonable efforts to obtain executed Joinder Agreements from each of the Indemnifying Parties who did not execute and deliver a Joinder Agreement concurrently with the execution hereof.

5.2 Issuance of Acquiror Common Stock . The shares of Acquiror Common Stock issuable to the Company Securityholders pursuant to this Agreement are intended to be issued pursuant to one or more exemptions from registration under Regulation D of the Securities Act and the exemption from qualification under applicable state securities laws. The Company and, following Closing, the Securityholder Representative shall assist Acquiror as may be necessary to comply with the securities and blue sky laws relating to the transactions contemplated by this Agreement. The Company shall use its commercially reasonable efforts to obtain from each Company Securityholder an Accredited Investor Questionnaire after the Agreement Date but prior to the Effective Time. The Company shall promptly deliver to Acquiror a copy of each executed Accredited Investor Questionnaire upon receipt thereof from any Company Securityholder pursuant to such solicitation.

5.3 Securities Filings . At the Closing, the Securityholder Representative, on behalf of the Company Securityholders, and Acquiror shall enter into a registration rights agreement with respect to the Acquiror Common Stock to be issued as part of the Total Stock Consideration, substantially in the form mutually agreed by Acquiror and the Company on or prior to the Agreement Date (the “ Registration Rights Agreement ”). Subject to applicable Legal Requirements, and Acquiror’s receipt of necessary information from the Company and the Company Subsidiaries (which Acquiror shall use commercially reasonable efforts to request from the Company and the Company Subsidiaries , and the Company and the Company Subsidiaries shall use commercially reasonable efforts to provide to Acquiror, prior to the Effective Time), promptly after the Effective Time, Acquiror shall file a registration statement on Form S-3 (or if Form S-3 is not available for purposes of registering the resale of the shares of Acquiror Common Stock to be issued as part of the Total Stock Consideration, then on another appropriate form) (the “ Registration Statement ”) registering the resale of the shares of Acquiror Common Stock to be issued as part of the Total Stock Consideration. The Company shall use its commercially reasonable efforts to: (a) upon Acquiror’s request, assist Acquiror and its Representatives in the preparation of any audited historical and pro forma financial statements of the Company and the Company Subsidiaries that

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 52 -

may be required in connection with Acquiror’s securities reporting obligations related to this Agreement or any of the transactions contemplated hereby (“ Required Company Financials ”) or the filing of the Registration Statement, which audited historical Required Company Financials shall (i) be true and correct in all material respects, (ii) have been prepared in accordance with GAAP consistently applied through the periods indicated and consistent with each other, and (iii) present fairly the financial condition of the Company and the Company Subsidiaries at the date or dates therein indicated and the results of operations and cash flows for the period or periods therein specified; (b) upon Acquiror’s request (and at Acquiror’s expense) promptly furnish such information as Acquiror may reasonably request in connection with such financial statements, the Registration Statement, or related to the performance of Acquiror’s securities reporting obligations relating to this Agreement or any of the transactions contemplated hereby; and (c) upon Acquiror’s request ( and at Acquiror’s expense) complete, execute, acknowledge and deliver, or use their commercially reasonable efforts to cause to be completed, executed, acknowledged and delivered by the appropriate Representatives of the Company, the Company Subsidiaries or the Company Securityholders, in each case, such questionnaires and other documents, certificates and instruments as may be reasonably requested by Acquiror in connection with the filing of the Registration Statement or the financial statements or the performance of Acquiror’s securities reporting obligations relating to this Agreement or any of the transactions contemplated hereby.

5.4 Access to Information . To the fullest extent permitted by applicable Legal Requirements, the Company shall afford Acquiror and its Representatives reasonable access, upon reasonable notice, during the period from the Agreement Date to the Effective Time to (a) all of the properties, Books and Records, and Contracts of the Company and the Company Subsidiaries, including all Company Intellectual Property (including access to design processes and methodologies and all source code), during normal business hours for the purpose of conducting an investigation of the financial condition, status, business, properties and assets of the Company and the Company Subsidiaries, (b) all other information concerning the business, properties and personnel (subject to restrictions imposed by applicable Legal Requirement) of the Company and the Company Subsidiaries as Acquiror may reasonably request, and (c) all current Company Employees as identified by Acquiror; provided , however , that such investigation will be conducted in a manner that does not unreasonably interfere with normal operations of the Company and the Company Subsidiaries. The Company shall make available to Acquiror and its Representatives copies of internal financial statements and other records (including Tax Returns and supporting documentation) promptly upon request; provided , however , that no information discovered through the access afforded by this Section 5.4 shall (i) limit or otherwise affect any remedies available to the party receiving such access or information, (ii) constitute an acknowledgment or admission of a breach of this Agreement or (iii) be deemed to amend, modify or supplement any representation, warranty, covenant, condition, or other agreement set forth herein, the Disclosure Schedule or otherwise prevent or cure any misrepresentations, breach of representation, warranty, covenant, or other agreement.

5.5 Notification of Certain Matters . Each of the Company and Acquiror shall, promptly after becoming aware of such occurrence, non-occurrence or failure, provide notice to the other of: (a) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which would cause any representation or warranty of the Company or Acquiror, as applicable, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (b) any failure of the Company or Acquiror, as applicable, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder at or prior to the Effective Time; provided , however , that the delivery of any notice pursuant to this Section 5.5 shall not (i) limit or otherwise affect any remedies available to the party receiving such notice or (ii) be deemed to amend, modify or supplement any representation, warranty, covenant, condition, or other agreement set forth herein, the Disclosure Schedule or otherwise prevent or cure any misrepresentations, breach of representation, warranty, covenant, or other agreement.

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 53 -

5.6 Expenses . Except as otherwise expressly provided in this Agreement or any Related Agreement, all fees and expenses (including the fees and expenses of financial advisors, accountants and legal counsel) incurred in connection with this Agreement and the Related Agreements and the Transactions shall be paid by the party or parties hereto, as applicable, incurring such expenses, whether or not the Transactions are consummated , provided , however , any such fees and expenses incurred by Merger Sub shall be paid by Acquiror .

5.7 Corporate Matters . The Company shall, at the Closing, deliver to Acquiror the minute books containing the records of all proceedings, consents, actions and meetings of the board of directors, committees of the board of directors and stockholders of the Company and the Company Subsidiaries and the stock ledgers, journals and other records reflecting all stock issuances and transfers; provided that any such records shall be deemed delivered to Acquiror to the extent they are in the Company’s possession and located at the Leased Real Property as of Closing.

5.8 Further Actions .

(a) Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall use commercially reasonable efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Legal Requirements to consummate and make effective the Merger, including, without limitation, using its commercially reasonable efforts to obtain all permits, consents, approvals, authorizations, qualifications and Orders of Governmental Entities as are necessary for the consummation of the Merger and to use commercially reasonable efforts to take such other actions to cause all of the conditions of the other party or parties hereto to consummate the Merger set forth in Article VI to be satisfied promptly.

(b) The Company and Acquiror shall, and shall cause each of their respective Subsidiaries to, promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity that may be reasonably required to consummate the Merger and other Transactions as promptly as possible after the execution of this Agreement. Each of the Company and Acquiror shall use its commercially reasonable efforts to obtain all such authorizations, approvals and consents. To the extent permitted by applicable Legal Requirements, each of the Company and Acquiror shall promptly inform the other of any material communication between the Company or Acquiror, or any of their respective Subsidiaries, as applicable, and any Governmental Entity regarding the Merger and the other Transactions. If the Company or Acquiror or any of their respective Subsidiaries shall receive any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the Merger or any other transaction contemplated by this Agreement, then the Company or Acquiror (as applicable) shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request, after consultation with the other (to the extent permitted by applicable Legal Requirements).

(c) Notwithstanding anything to the contrary contained in this Agreement, except with the written consent of Acquiror, none of the Company, the Company Subsidiaries or the Company Securityholders shall take any action to, or shall cause any Person to, and none of Acquiror or its Subsidiaries or Affiliates shall be required to, consent or proffer to divest, hold separate, or enter into any license or other Contract with respect to, agree to restrict the ownership or operation of, or otherwise change or modify any business or asset of Acquiror, the Company or any of their respective Subsidiaries or Affiliates , in order to resolve any objections of the Federal Trade Commission, the Antitrust Division of the Department of Justice, any state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction asserted under relevant Competition Laws with respect to the Merger or any of the other Transactions (collectively, any “ Anti-Trust Objections ”). Notwithstanding anything to

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 54 -

the contrary herein, in no event shall the Company, the Company Subsidiaries , any Company Securityholder, Acquiror or any of its Subsidiaries or Affiliates be obligated to commence, defend, litigate, appeal, or participate in the commencement, defense, litigation or appeal of any Action, whether judicial or administrative in connection with any Anti-Trust Objection .

(d) Each party hereto, at the request of another party hereto, shall execute and deliver such other certificates, instruments, agreements and other documents, and do and perform such other acts and things, as may be reasonably necessary for purposes of effecting completely the consummation of the Merger and the other Transactions.

5.9 Tax Matters .

(a) Preparation and Filing of Tax Returns; Payment of Taxes . Acquiror shall prepare and file or cause to be prepared and filed all Tax Returns of the Company for a Pre-Closing Tax Period that are filed after the Closing Date and, subject to the indemnification obligations hereunder, shall pay or cause to be paid all Taxes due with respect to such Tax Returns. All such Tax Returns shall be prepared in a manner that is consistent with the prior practice of the Company, except as otherwise required by applicable Legal Requirements, except that (i) the Transaction Tax Deductions shall be included in the Pre-Closing Tax Period to the extent permitted by applicable Legal Requirements , and (ii) Acquiror shall not, and shall not cause the Company to, waive any carryback of net operating losses under Section 172(b)(3) of the Code on any Tax Return of the Company filed in respect of a taxable period beginning before the Closing Date. Acquiror shall provide the Securityholder Representative copies of all U.S. federal income Tax Returns and all other material Tax Returns for any Pre-Closing Tax Period that reflects a Tax for which the Company Stockholders are responsible for pursuant to this Agreement at least thirty (30 ) days for income Tax Returns and ten (10) days for other material Tax Returns prior to their filing, shall permit the Securityholder Representative to review and comment on each such Tax Return prior to filing and shall consider in good faith such revisions to such Tax Returns as are reasonably requested by the Securityholder Representative in writing. Any disputes over such Tax Returns shall be submitted to an impartial nationally recognized Tax accounting firm appointed by mutual agreement of Acquiror and the Securityholder Representative (the “Independent Tax Accountant”) for resolution in substantial accordance with the procedure set forth in Section 1.10(a)(iii) .

(b) “ Straddle Period ” means any Tax period beginning before the Closing Date and ending after the Closing Date. With respect to Taxes of the Company relating to a Straddle Period, the portion of any Tax that is allocable to the Pre-Closing Tax Period will be determined as follows: (i) in the case of Property Taxes, the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period, and (ii) in the case of all other Taxes, determined as though the taxable year of the Company terminated at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Closing, shall be allocated on a per diem basis.

(c) Cooperation on Tax Matters . Acquiror, the Company and the Securityholder Representative shall cooperate, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement and any action, suit, demand or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such action, suit, demand or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Acquiror and the Company agree to retain all books and records with respect to Tax matters pertinent to the Company

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 55 -

relating to any Taxable period beginning before the Closing Date until the expiration of the applicable statute of limitations (and, to the extent notified by Acquiror, any extensions thereof), and to abide by all record retention agreements entered into with any Governmental Entity.

(d) FIRPTA . Prior to or concurrently with the Closing, the Company shall prepare and deliver to Acquiror the FIRPTA documentation, including (i) a notice to the Internal Revenue Service, in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), in the form mutually agreed by Acquiror and the Company on or prior to the Agreement Date , dated as of the Closing Date and executed by the Company, together with written authorization for Acquiror to deliver such notice form to the Internal Revenue Service on behalf of the Company after the Closing (the “ IRS Notice ”), and (ii) a FIRPTA Notification Letter, in the form mutually agreed by Acquiror and the Company on or prior to the Agreement Date , dated as of the Closing Date and executed by the Company (the “ FIRPTA Notice ”).

(e) Post-Closing Actions . Neither Acquiror, the Surviving Corporation, or any Affiliate thereof shall, or shall cause the Company to, amend any previously filed Tax Returns for a Pre-Closing Tax Period, make or change any Tax elections that are effective for a Pre-Closing Tax Period, initiate discussions or examinations with Governmental Authority regarding Taxes with respect to any Pre-Closing Tax Period or make any voluntary disclosures with respect to Taxes for Pre-Closing Tax Periods, change any accounting method or adopt any convention that shifts taxable income from a taxable period beginning (or deemed to begin) after the Closing Date to a taxable period (or portion thereof) ending on or before the Closing Date or shifts deductions or losses from a Pre-Closing Tax Period to a taxable period beginning (or deemed to begin) after the Closing Date, if such amendment, election, initiation or voluntary disclosure could reasonably be expected to give rise to Taxes for which the Company Stockholders are liable pursuant to this Agreement, without the prior written consent of the Securityholder Representative (such consent not to be unreasonably withheld, conditioned or delayed). In addition, notwithstanding any provision in this Agreement to the contrary, the Company Stockholders shall not be liable for any Taxes arising solely as a result of any election by Acquiror and its Affiliates under Sections 338 or 336(e) of the Code with respect to the Company in connection with the Merger.

(f) Tax Contests .

(i) A cquiror shall deliver a written notice to the Securityholder Representative promptly following the commencement of any Action with respect to Taxes of the Company for which the Company Securityholders may be liable (“ Tax Contest ”) and shall describe in reasonable detail (to the extent known by Acquiror) the facts constituting the basis for such Tax Contest, the nature of the relief sought, and the amount of the claimed losses (including Taxes), if any (the “ Tax Claim Notice ”); provided , however , that the failure or delay to so notify the Securityholder Representative shall not relieve the Company Securityholders of any obligation or liability that the Company Securityholders may have to Acquiror ., except to the extent that the Company Securityholders demonstrate that the Company Securityholders are materially adversely prejudiced thereby.

(ii) With respect to Tax Contests for Taxes of the Company for a Pre-Closing Tax Period (including the pre-Closing portion of any Straddle Period), such Tax Contest shall be controlled by Acquiror; provided, , Acquiror shall not (1) forego any administrative appeals, litigation, proceedings, hearings and conferences with any taxing authority, (2) pay the Tax claimed or (3) settle or compromise such Tax Contest without the prior written consent of the Securityholder Representative, such consent not to be unreasonable withheld, conditioned or delayed. Any disputes over such Tax Contests shall be submitted to the Independent Tax Accountant for resolution in substantial accordance with the procedure set forth in Section 1.10(a)(iii) . Acquiror shall (A) keep the Securityholder Representative informed of all material developments and events relating to such Tax Contest (including

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 56 -

promptly forwarding copies to the Securityholder Representative of any related correspondence and shall provide the Securityholder Representative with an opportunity to review and comment on any material correspondence before Acquiror sends such correspondence to any taxing authority), (B) consult with the Securityholder Representative in connection with the defense or prosecution of any such Tax Contest and (C) provide such cooperation and information as the Securityholder Representative shall reasonably request and the Securityholder Representative shall have the right, at the Securityholder Representative’s cost and expense (on behalf of the Company Securityholders), to participate in (but not control) the defense of such Tax Contest (including participating in any discussions with the applicable Tax authorities regarding such Tax Contests).

(iii) To the extent of any conflict between this Section 5.9(f) and Section 8.8 , this Section 5.9(f) shall control.

(g) Refunds . Any refunds of Taxes (including, without limitation, estimated Taxes) with respect to any Pre-Closing Tax Period that are received by Acquiror, the Company or any Company Subsidiary after the Closing Date, net of any Taxes or other expenses incurred in receiving such refund (any such refund, a “ Pre-Closing Tax Refund ”), shall be for the account of the Company Securityholders, and the Company shall pay over to the Exchange Administrator (for further distribution to the Company Securityholders) any such Pre-Closing Tax Refund within ten (10) days after receipt thereof, provided however that any refunds attributable to a carryback from any taxable year beginning after the Closing Date or reflected as a current asset in the calculation of Net Working Capital shall be for the account of Acquiror. Acquiror, the Company and each Company Subsidiary shall cooperate with the Securityholder Representative (on behalf of the Company Securityholders) in obtaining such refunds, it being understood that (A) Acquiror and the Company will carryback any net operating losses for taxable periods ending on or before or including the Closing Date to prior taxable periods as allowable by applicable Legal Requirements and shall claim Tax refunds as a result of such carryback (including through the filing of amended Tax Returns), (B) any such Pre-Closing Tax Refunds will be claimed in cash rather than as a credit against future Tax liabilities, and (C) Acquiror, the Company and each Company Subsidiary shall cooperate with the Securityholder Representative in preparing and filing Tax Returns (including amendments of prior Tax Returns and claims for refunds, including claims for refunds on IRS Forms 1139 and/or 4466) for any taxable period ending on or prior to the Closing Date and for any Straddle Period as promptly as reasonably possible.

(h) Acquiror shall not take any action or cause any action to be taken with respect to the Company or the Surviving Company subsequent to the Closing that would cause the transactions contemplated hereby to constitute part of a transaction that is the same as, or substantially similar to, the “Intermediary Transaction Tax Shelter” described in Internal Revenue Service Notice 2001-16, 2001-1 C.B. 730, and Internal Revenue Service Notice 2008-20 I.R.B. 2008-6 (January 17, 2008), and Internal Revenue Service Notice 2008-111 I.R.B. 1299 (December 1, 2008).

5.10 Employee Matters .

(a) Resignation of Officers and Directors . Prior to the Closing, the Company shall have caused each (i) director of the Company and each Company Subsidiary and (ii) each officer of the Company and each Company Subsidiary listed on Section 2.1(c) of the Disclosure Schedule, in each case, to execute a resignation and release letter in the form mutually agreed by Acquiror and the Company on or prior to the Agreement Date (the “ Director and Officer Resignation Letter ”), effective as of immediately prior to the Effective Time.

(b) Proprietary Information and Inventions Assignment Agreement Each Person who becomes employed or engaged as a Company Employee after the Agreement Date and prior to the

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 57 -

Effective Time shall be required to execute a proprietary information and inventions assignment agreement in a form reasonably acceptable to Acquiror effective as of such Person’s first date of employment or service with the Company and the Company Subsidiaries .

(c) Termination of Employee Plans Unless otherwise instructed by Acquiror, the Company shall take all necessary actions to terminate the Company 401(k) Plan in accordance with its respective terms and with the effective date for such termination being no later than the day prior to the Closing Date. The Company shall provide Acquiror with evidence that the Company 401(k) Plan has been terminated pursuant to resolutions of the Company Board. The form and substance of such resolutions shall be subject to the reasonable review and approval of Acquiror. The Company also shall take such other actions in furtherance of terminating the Company 401(k) Plan as Acquiror may reasonably require.

(d) Termination of Company Employee Arrangements Prior to the Closing, the Company (or, as applicable, a Company Subsidiary) shall cause each Company Employee who is employed or engaged by the Company or a Company Subsidiary as of or after the Agreement Date and who is not a Continuing Employee (each a “ Non-Continuing Employee ”) to sign a separation and general release agreement (which shall not have been revoked) in a form reasonably acceptable to Acquiror, effective as of no later than immediately prior to the Closing, which form shall provide that any Non-Continuing Employee is entitled to severance in consideration for such Non-Continuing Employee entering into a separation and general release agreement (one week of such severance with respect to each Non-Continuing Employee shall be paid by the Company and any additional severance shall be paid by the Acquiror) .

(e) No Employment Commitment or Plan Amendments . No provision of this Agreement is intended, or shall be interpreted, to provide nor create any third party beneficiary rights or any other rights of any kind or nature whatsoever in any Company Securityholder, Company Employee, or any other Person, including any rights of employment for any specified period and/or any employee benefits, in favor of any Person, union, association, continuing employee, Company Employee, consultant or contractor or any other Person, other than the parties hereto and their respective successors and permitted assigns, and all provisions hereof will be personal solely among the parties to this Agreement.

(f) Employees .

(i) A cquiror agrees that, after the Closing, with respect to the Continuing Employees, Acquiror will, for a period of at least twelve months following the Closing Date, provide such Continuing Employees with (A) a rate of base salary or wages and bonus opportunity that is not less favorable than the rate of base salary or wages and bonus opportunity paid to similarly situated employees of Acquiror and its Affiliates and (B) with other benefits that are no less favorable than the benefits provided to similarly situated employees of Acquiror and its Affiliates.

(i) W ith respect to each benefit plan, program, practice, policy or arrangement maintained by Acquiror or any of its Affiliates (including the Company or any Company Subsidiary ) following the Closing Date and in which any of the Continuing Employees participate (the “ Acquiror Plans ”), for purposes of determining eligibility to participate and vesting purposes (but not for accrual of benefits other than determining the level of vacation pay accrual), service with the Company and any Company Subsidiary (or predecessor employers) shall be treated as service with Acquiror, the Surviving Corporation and/ or any of their respective Subsidiaries, except to the extent such service credit would result in any duplication of benefits. Each applicable Acquiror Plan shall waive eligibility waiting periods, evidence of insurability requirements and pre-existing condition limitations. To the extent applicable in the plan year that contains the Closing Date, the Continuing Employees shall be given credit

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 58 -

under the applicable Acquiror Plan for amounts paid prior to the Closing Date during the calendar year in which the Closing Date occurs under a corresponding Company Employee Plan for purposes of applying deductibles, co-payments and out of pocket maximums, as though such amounts had been paid in accordance with the terms and conditions of the Acquiror Plan.

(ii) N othing in this Agreement (A) shall require Acquiror to continue to employ any particular Continuing Employee following the Closing Date for any particular period of time, (B) shall be construed to prohibit Acquiror from amending or terminating any Company Employee Plan or Acquiror Plan, (C) shall constitute or be construed as an amendment of any Company Employee Plan or Acquiror Plan, or (D) shall create or be intended to create any third-party beneficiary rights.

5.11 Contract Notices, Consents, Amendments and Terminations .

(a) The Company shall provide all notices required under any Contract listed on Schedule 5.11(a) , and such notices shall be in a form reasonably acceptable to Acquiror.

(b) The Company shall use commercially reasonable efforts to terminate each of the Contracts listed on Schedule 5.11(b) hereof (the “ Terminated Agreements ”), effective as of and contingent upon the Closing, including sending all required notices, such that each such Contract shall be of no further force or effect immediately following the Effective Time. Upon the Closing, the Company shall have paid all amounts owed under the Terminated Agreements (as a result of the termination of the Terminated Agreements or otherwise), and none of the Surviving Corporation or Acquiror will incur any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise) under any Terminated Agreement following the Closing Date.

(c) Notwithstanding anything herein to the contrary, the Company shall be responsible for making all payments required to terminate any Terminated Agreement prior to the Closing, and all such payments shall be deemed Transaction Expenses for purposes of this Agreement.

(d) In the event the Merger does not close for any reason, Acquiror shall not have any liability to the Company, the Company Securityholders or any other Person for any costs, claims, liabilities or damages resulting from the Company seeking to obtain consents, waivers, approvals, modifications, or terminations and delivering such notices and the Company shall indemnify, defend, protect and hold harmless Acquiror from all losses, costs, claims, liabilities and damages arising from the same.

5.12 Company Closing Statement; Spreadsheet .

(a) The Company shall deliver to Acquiror at least five (5) Business Days (or such shorter time prior to the anticipated Closing Date as Acquiror may agree) prior to the anticipated Closing Date a good-faith draft of (a) the Company Closing Statement setting forth the Company’s good faith estimate of the components thereof, and (b) pay-off letters or other evidence of payment in form and substance reasonably satisfactory to Acquiror in respect of each Transaction Expense (except to the extent such Transaction Expense is a Listed Transaction Expense) and Change in Control Payment listed on Company Closing Statement that has been paid prior to, or is to be paid concurrently with, the Closing (the “ Closing Expense Pay-off Letters ”). The Company shall cooperate with Acquiror in supplying any information Acquiror may reasonably request in order to verify the information and amounts reflected on the draft Company Closing Statement and draft Closing Expense Pay-off Letters, and shall update the draft Company Closing Statement and draft Closing Expense Pay-Off Letters prior to the Closing to reflect any of Acquiror’s reasonable good faith comments concerning the information and amounts set forth therein or any changes to the information or amounts set forth therein occurring between the time of

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 59 -

delivery of such draft and the Closing. Prior to the Closing, the Company shall deliver the updated Company Closing Statement and Closing Expense Pay-off Letters to Acquiror, and the updated amounts reflected on the Company Closing Statement and Closing Expense Pay-off Letters, as so updated and with any changes thereto as agreed by the Company and Acquiror prior to the Closing, will be used for purposes of calculating the Total Closing Cash Consideration and the Total Stock Consideration absent manifest error. Nothing in this Section 5.12(a) , including the fact that Acquiror may provide comments or request changes to the draft Company Closing Statement or draft Closing Expense Pay-off Letters or that Acquiror and the Company may agree to changes to the information or amounts on the Company Closing Statement or Closing Expense Pay-off Letters that are used for purposes of calculating the Total Closing Cash Consideration and the Total Stock Consideration, shall in any way limit the right of any Person under this Section 5.12 or Article VIII .

(b) The Company shall deliver a good-faith draft of the Spreadsheet to Acquiror at least five (5) Business Days (or such shorter time prior to the anticipated Closing Date as Acquiror may agree) prior to the anticipated Closing Date. The Company shall cooperate with Acquiror in supplying any information Acquiror may reasonably request in order to verify the information and amounts reflected on the draft Spreadsheet, and shall update the draft Spreadsheet prior to the Closing to reflect any of Acquiror’s reasonable good faith comments concerning the information and amounts set forth therein or any changes to the information or amounts set forth therein occurring between the time of delivery of such draft and the Closing. Prior to the Closing, the Company shall deliver to Acquiror the Spreadsheet, which shall be certified as complete and correct by the Chief Executive Officer and Chief Financial Officer of the Company as of the Closing Date. Nothing in this Section 5.12(b) , including the fact that Acquiror may provide comments or request changes to the draft Spreadsheet or that Acquiror and the Company may agree to changes to the information or amounts on the Spreadsheet, shall in any way limit the right of any Person under this Section 5.12 or Article VIII .

(c) Notwithstanding anything to the contrary in this Agreement or any investigation or examination conducted, or any knowledge possessed or acquired, by or on behalf of Acquiror or any of its Affiliates or its or their Representatives, or any disclosure made by or on behalf of the Company, (i) it is expressly acknowledged and agreed that Acquiror, the Exchange Administrator and their respective Affiliates shall be entitled to rely on the Company Closing Statement and the Spreadsheet, without any obligation to investigate or verify the accuracy or correctness thereof, and to make payments in accordance therewith, and (ii) in no event shall Acquiror, the Exchange Administrator or any of their respective Affiliates have any Liability to any Person (including the Securityholder Representative and Company Securityholders) for any alleged inaccuracy or miscalculations in, or otherwise relating to, the preparation of the Company Closing Statement or the Spreadsheet and the allocation set forth therein, or payments made by any Person (including Acquiror, the Company, the Exchange Administrator and their respective Affiliates) in accordance with the Company Closing Statement and the Spreadsheet.

(d) (i) As promptly as practicable, but in no event later than seventy-five (75) days following the Closing Date , Acquiror will in good faith prepare and deliver to the Securityholder Representative a written statement (the “ Closing Statement ”), based upon the books and records of the Surviving Corporation and its Subsidiaries and such other items as Acquiror deems appropriate, which will set forth Acquiror’s calculation of (A) the Net Working Capital Amount, (B) Closing Cash, (C) Unpaid Liabilities, and (D) the Total Closing Cash Consideration calculated based on items (A) through (C) of this Section 5.12(d) and not on the estimated amounts in the Company Closing Statement (as adjusted) delivered pursuant to Section 5.12(a) hereof.

(ii) After receipt of the Closing Statement, the Securityholder Representative and its representatives will, during normal business hours and upon reasonable advance notice, have reasonable access to the books and records (including accountant work papers), solely to the extent such

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 60 -

books and records are used by Acquiror in its preparation of the Closing Statement, and Acquiror will cause the Surviving Corporation and its Subsidiaries to cooperate in good faith with the Securityholder Representative and its representatives in connection with such review including, to the extent reasonably necessary to provide reasonable access to the Surviving Corporation’s and its Subsidiaries’ accountants and employees provided , however , that prior to such access, Securityholder Representative executes a confidentiality agreement (in a form reasonably acceptable to Acquiror) containing customary restrictions on non-disclosure and use of any and all information obtained in connection with such access and inspection and an acknowledgment that all such information constitutes material non-public information; provided , further , that such access does not unreasonably interfere with normal operations of the Business, Acquiror or any of Acquiror’s Affiliates or Subsidiaries, including the Surviving Corporation. Until the final determination of the Final Total Closing Cash Consideration, Acquiror, the Company (including the Surviving Corporation) and the Company Subsidiaries will not take any action with respect to the accounting books and records or other items on which the Closing Statement is to be based with the intent of obstructing or preventing the determinations set forth in this Section 5.12(d) ; provided , however , that in no event shall the foregoing, or anything to the contrary set forth herein, prohibit or in any way limit Acquiror, the Surviving Corporation or any of the Company Subsidiaries from merging or otherwise combining the businesses of Acquiror or its Subsidiaries and the Surviving Corporation or its Subsidiaries.

(A) If, within forty-five (45) days following the delivery of the Closing Statement, the Securityholder Representative has not given Acquiror notice of its objection to any item in the Closing Statement and its calculation of the Total Closing Cash Consideration (an “ Adjustment Objection Notice ”), then the Closing Statement will be deemed final and binding on Acquiror, the Securityholder Representative, the Surviving Company, and the Company Securityholders.

(B) If the Securityholder Representative delivers an Adjustment Objection Notice, then Acquiror and the Securityholder Representative will consult in good faith to resolve the disputed items set forth in the Adjustment Objection Notice and the appropriate adjustment amount. If all disputed items set forth in the Adjustment Objection Notice are resolved in writing by the Securityholder Representative and Acquiror, then the Closing Statement, as revised to reflect the written resolution of the Securityholder Representative and Acquiror, will be final and binding on Acquiror, the Surviving Company, and the Company Securityholders.

(C) If the Securityholder Representative and Acquiror are unable to resolve the disagreement with respect to any disputed item and the Total Closing Cash Consideration within ten (10) Business Days following delivery of an Adjustment Objection Notice, the Independent Accountant will be promptly retained by Acquiror and the Securityholder Representative to make a final determination of the remaining disputed items and the Total Closing Cash Consideration in accordance with this Section 5.12(d) . Acquiror and the Securityholder Representative will each execute a customary engagement letter with respect to the engagement of the Independent Accountant. The Independent Accountant shall be directed to render a written report on the unresolved disputed items with respect to the Total Closing Cash Consideration as promptly as practicable, and to resolve only those unresolved disputed items set forth in the Adjustment Objection Notice, which resolution shall be within the range of the difference between Acquiror’s positions with respect to such items and Securityholder Representative’s positions with respect to such items. If unresolved disputed items are submitted to the Independent Accountant, Acquiror and Securityholder Representative shall each furnish to the Independent Accountant such work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Accountant may reasonably request. The Independent Accountant shall resolve the disputed items based on the applicable definitions and other terms in this Agreement. The resolution of the dispute and the calculation of the Total Closing Cash Consideration that is the subject of the Adjustment Objection Notice by the Independent Accountant will be final,

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 61 -

binding and conclusive on all of Acquiror, the Securityholder Representative, the Surviving Company, and the Company Securityholders. The fees and expenses of the Independent Accountant shall be borne by Securityholder Representative (on behalf of the Company Securityholders) and Acquiror in proportion to the amounts by which their respective calculations of the Total Closing Cash Consideration differ from the Total Closing Cash Consideration as finally determined by the Independent Accountant.

(iii) T he Total Closing Cash Consideration will be adjusted as follows (without duplication): (A) increased by the amount , if any, by which the Final Total Closing Cash Consideration is greater than the estimated Total Closing Cash Consideration, as set forth in the Company Closing Statement delivered pursuant to Section 5.12(a) hereof, or (B) reduced by the amount, if any, by which the estimated Total Closing Cash Consideration, as set forth in the Company Closing Statement delivered pursuant to Section 5.12(a) hereof, is greater than the Final Total Closing Cash Consideration. “ Final Total Closing Cash Consideration ” means Total Closing Cash Consideration as finally determined pursuant to this Section 5.12(d) .

(iv) No later than the second (2 ^nd ) Business Day following the final determination of the Final Total Closing Cash Consideration:

(A) if the Final Total Closing Cash Consideration is greater than the estimated Total Closing Cash Consideration set forth in the Company Closing Statement delivered pursuant to Section 5.12(a) hereof, then Acquiror will promptly thereafter pay or cause to be paid to the applicable Company Securityholders in accordance with and subject to the other terms and conditions of this Agreement.

(B) if the estimated Total Closing Cash Consideration set forth in the Company Closing Statement delivered pursuant to Section 5.12(a) hereof is greater than the Final Total Closing Cash Consideration, then Acquiror and the Securityholder Representative will promptly thereafter provide a joint written instruction to the Escrow Agent to release to Acquiror from the Escrow Fund an amount of Escrow Stock and Escrow Cash (in accordance with the Distribution Rule) having an aggregate value equal to the amount of such excess;

(C) if the Final Total Closing Cash Consideration is equal to the estimated Total Closing Cash Consideration set forth in the Company Closing Statement delivered pursuant to Section 5.12(a) hereof, then no Person will be obligated to pay any amounts pursuant to this Section 5.12(d) .

(v) Any payments made pursuant to Section 5.12(d)(iv) will be treated as adjustments to the Total Consideration for Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by applicable Legal Requirements.

5.13 Payment of Debt; Release of Encumbrances . No later than three (3 ) Business Days prior to the Closing Date, the Company shall obtain from each holder of Company Indebtedness, and deliver to Acquiror, an executed pay-off letter in form and substance reasonably acceptable to Acquiror , setting forth : (i) the amounts required to pay off in full and fully discharge on the Closing Date, the Indebtedness owing to such creditor ( including the outstanding principal, accrued and unpaid interest and prepayment and other penalties) and wire transfer information for such payment; (ii) an acknowledgement that, upon payment of such amounts, all obligations of the Company and the Company Subsidiaries relating to such Indebtedness will be terminated; (iii) the commitment of the creditor to release all Encumbrances, if any, that the creditor may hold on any of the assets of the Company or any of the Company Subsidiaries upon payment of such amount (each, a “ Closing Indebtedness Pay-off Letter ”).

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 62 -

5.14 Confidentiality . Each of the parties hereto hereby agrees that the information obtained in any investigation pursuant to Section 5.4 or any information obtained pursuant to the notice requirements of Section 5.5 , or otherwise pursuant to the negotiation and execution of this Agreement, the Company Related Agreements or the effectuation of Merger or other the transactions contemplated hereby and thereby, shall be governed by the terms of the Mutual Non-Disclosure Agreement, dated as of September 16, 2016 (the “ Confidential Disclosure Agreement ”), between the Company and Acquiror and the Securityholder Representative and the Company Securityholders shall comply with the Confidential Disclosure Agreement as if they were the Company and party to such Confidential Disclosure Agreement . In this regard, the Company , the Securityholder Representative , and the Company Securityholders acknowledge that the Acquiror Common Stock is publicly traded and that any information obtained during the course of its due diligence could be considered to be material non-public information within the meaning of federal and state securities laws . Prior to the Closing, each of the parties hereto agrees not to issue or cause the publication of any press release or other public announcement with respect to this Agreement or the transactions contemplated hereby ; provided , however , that nothing herein shall prohibit any party hereto from issuing or causing publication of any press release or public announcement to the extent that such party reasonably determines such action to be required by applicable Legal Requirement, in which case the party hereto making such determination will, if practicable in the circumstances, use commercially reasonable efforts to allow the other parties hereto reasonable time to comment on such release or public announcement in advance of its issuance ; provided , further , however , that if Acquiror determines that it is required by applicable Legal Requirement to make any such press release or public announcement, the contents thereof shall be determined by Acquiror in its sole discretion (even if comments thereto are provided by the Company). None of the Company, the Securityholder Representative, the Company Securityholders, nor any of their respective Representatives shall issue any statement or communication to any third party (other than its Representatives that are bound by confidentiality restrictions) regarding the subject matter of this Agreement, any Company Related Agreement, or any other Contract to which they are party in connection with the Merger, or the Merger or the other transactions contemplated hereby and thereby, without the prior written consent of Acquiror; provided, that after Closing the Securityholder Representative shall be permitted to communicate with the Company Securityholders in accordance with the terms of that certain Nondisclosure Agreement, dated as of April 11, 2017, by and between the Company and the Securityholder Representative.

5.15 Closing Certificates . At or prior to Closing, the Company shall deliver or cause to be delivered to Acquiror the certificates, notices, letters and other instruments and documentation to be delivered by the Company under Section 6.2 , including those referenced in Sections 6.2(m) , 6.2(n) , 6.2(t) , 6.2(u) , 6.2(v) , 6.2(w) .

5.16 Director and Officer Insurance and Indemnification .

(a) Prior to the Closing, the Company shall obtain at its expense a fully prepaid “tail” directors’ and officers’ liability insurance policy, which (i) has an effective term of six (6) years from the Effective Time, (ii) covers only those persons who are currently covered by the Company’s and the Company Subsidiaries’ existing directors’ and officers’ liability insurance policy in effect as of the Agreement Date and only for matters occurring at or prior to the Effective Time, and (iii) contains coverage terms comparable to those applicable to the current directors and officers of the Company and the Company Subsidiaries (the “ Company D&O Tail Policy ”). The Surviving Corporation (following the Effective Time) and Acquiror shall not cancel (or permit to be cancelled) the Company D&O Tail Policy during its term. The cost of any Company D&O Tail Policy shall be considered a Transaction Expense for purposes hereof.

(b) From and after the Effective Time, and until the sixth (6th) anniversary of the Effective Time, Acquiror shall cause the Surviving Corporation (and, to the extent applicable, any

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 63 -

successor or assign of the Surviving Corporation ) to fulfill and honor in all material respects the obligations of the Company to Persons who on or prior to the Effective Time are or were directors and/or officers of the Company or any Company Subsidiary (the “ Company Indemnified Parties ”) pursuant to any indemnification provisions under the Company’s Certificate of Incorporation or Bylaws or similar charter documents of any Company Subsidiary as in effect on the Agreement Date and pursuant to any indemnification agreements between the Company or any Company Subsidiary and such Company Indemnified Parties existing as of the Agreement Date, in each case which have been disclosed on the Disclosure Schedule and true and complete copies of which have been made available to Acquiror (the “ Company Indemnification Provisions ”), with respect to claims arising out of matters occurring at or prior to the Effective Time; provided , however , that (i) the foregoing obligations shall be subject to any limitation imposed by applicable Legal Requirements, and (ii) no Company Indemnified Party shall have any right of contribution, indemnification or right of advancement from the Surviving Corporation or its successor with respect to any Losses claimed by any of the Indemnified Parties against such Company Indemnified Party in his or her capacity as a Company Securityholder pursuant to this Agreement.

(c) Subject to the other express terms of this Agreement (including, without limitation, Section 1.10 ), Acquiror shall be under no obligation to maintain the existence of the Surviving Corporation for any specified period following the Effective Time.

5.17 Amendment to Certificate of Incorporation . Prior to the Closing Date, the Company shall cause its certificate of incorporation to be amended and restated in the form attached hereto as Exhibit B (the “ Certificate Amendment ”), which shall be in full force and effect prior to the Effective Time. The Certificate Amendment shall have been approved by the Company Board and the Required Stockholder Approval shall have been obtained with respect thereto. The Company shall provide a true and complete copy of the Certificate Amendment to Acquiror prior to the Effective Time.

Article VI

Conditions to the Merger

6.1 Conditions to the Obligations of Each Party to Effect the Merger . The respective obligations of the Company, Acquiror and Merger Sub to commence with the Closing and effect the Merger shall be subject to the satisfaction, at or prior to the Effective Time, of the following conditions:

(a) Regulatory Approvals . All filings with and other consents or approvals of any Governmental Entity required to be made or obtained in connection with the Merger and the other Transactions shall have been made or obtained and shall be in full force and effect and any waiting period under any applicable antitrust or Competition Law, regulation or other Legal Requirement shall have expired or been terminated.

(b) No Legal Impediments . No Legal Requirement (whether temporary, preliminary or permanent) shall be in effect that has the effect of making the Merger or any of the other Transactions illegal or otherwise prohibiting or preventing consummation of the Merger.

6.2 Conditions to the Obligations of Acquiror and Merger Sub . The obligations of Acquiror and Merger Sub to commence with the Closing and effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any of which may be waived, in writing, exclusively by Acquiror and Merger Sub:

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 64 -

(a) Representations and Warranties . The representations and warranties of the Company in this Agreement shall have been true and correct in all material respects (without giving effect to any limitation as to “materiality” set forth therein) on the date they were made and shall be true and correct in all material respects (without giving effect to any limitation as to “materiality” set forth therein) on and as of the Closing Date as though such representations and warranties were made on and as of such date (other than such representations and warranties of the Company as of a specified date, which shall be true and correct in all material respects as of such date).

(b) Covenants . The Company shall have performed (or caused to have been performed) and complied in all material respects with each of the covenants and obligations under this Agreement relating to actions to be taken (or not taken) by the Company and the Company Subsidiaries prior to the Closing.

(d) No Litigation . There shall be no Action of any nature pending, or threatened in writing , against Acquiror, the Company, the Company Subsidiaries, or their respective properties or any of their respective officers or directors ( in their respective capacities as officers and directors of Acquiror, the Company or the Company Subsidiaries ) by any Person (x) seeking to restrain, enjoin or otherwise prohibit the Merger or the Transactions, or (y) arising out of or in any way connected with the Merger or the other Transactions and that seeks money damages in excess of $1,000,000.

(e) Appraisal Rights .

(i) The Company shall have provided evidence of the delivery of a notice in accordance with the applicable provisions of Delaware Law such that no stockholder of the Company will be able to exercise appraisal rights if such stockholder has not perfected such appraisal rights in accordance with Delaware Law.

(ii) No more than eighteen percent (18%) of the outstanding shares of Company Capital Stock shall be held by Company Stockholders that have a right to exercise appraisal, dissenters’ or similar rights under Delaware Law with respect to their shares of Company Capital Stock by virtue of the Merger.

(f) No Burdensome Regulatory Conditions . No Governmental Entity shall have enacted, issued, promulgated, enforced, entered or deemed applicable to the Merger any Legal Requirement (whether temporary, preliminary or permanent), and no such Legal Requirement (whether temporary, preliminary or permanent) is threatened, which is in effect and which requires, or, if enacted, issued, promulgated, enforced, entered or deemed applicable would reasonably be expected to require the Company or Acquiror, or any of their respective Subsidiaries, to agree to any change to their respective businesses as currently conducted and as currently contemplated to be conducted.

(g) New Employee Arrangements .

(i) Key Employee Agreements . Each of the Key Employee Agreements executed and delivered by the Key Employees concurrently with the execution and delivery of this Agreement shall be in full force and effect, all of the Key Employees shall remain employed by the Company as of immediately prior to the Closing . None of Jason Young, Xavier Facon, Tom Jones or Stacey Hafers shall have expressed an intention or interest in, or taken any action toward, terminating or amending his or her Key Employee Agreement.

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 65 -

(ii) Non-Competition Agreements . Each of the Non-Competition Agreements executed and delivered by the Key Employees concurrently with the execution of this Agreement shall be in full force and effect . None of Jason Young, Xavier Facon, Tom Jones or Stacey Hafers shall have expressed an intention or interest in, or taken any action toward, terminating or amending his or her Non-Competition Agreement.

(iii) Employees . Acquiror shall have received evidence in form and substance reasonably satisfactory to Acquiror that all of the Key Employees and at least percent (65 %) of the current Company Employees, excluding the Key Employees, receiving offers of employment from Acquiror (or any of its Affiliates) (A) have entered into employment arrangements with Acquiror (or such Affiliate) pursuant to such Person’s execution and delivery of an employment agreement, code of conduct, and confidential inventions proprietary rights assignment agreement, in each case on Acquiror’s (or such Affiliate’s) form (or Key Employee Agreement in the case of Key Employees), (B) remain employed by the Company or a Company Subsidiary as of immediately prior to the Closing , and (C) satisfied Acquiror’s customary employee background investigation be eligible to work in the United States; provided that each such offer shall include compensation and benefits which in the aggregate are no less favorable than that provided to each such employee on the Agreement Date.

(h) 280G Stockholder Approval . Prior to the solicitation of the 280G Approval, each Person who might receive any payments or benefits that Acquiror determines may separately, or in the aggregate, constitute “parachute payments” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder) shall have executed and delivered to the Company a 280G Waiver (it being understood that such determination shall be consistent with any reasonable and good faith analysis prepared by Reed Smith LLP concerning such matters), and such 280G Waiver shall be in effect immediately prior to the Closing. With respect to any payments and/or benefits that Acquiror determines may constitute “parachute payments” under Section 280G of the Code and the regulations thereunder with respect to any Company Employees, the Company Stockholders shall have (i) approved, pursuant to the method provided for in the regulations promulgated under Section 280G of the Code, any such “parachute payments” or (ii) shall have voted upon and disapproved such parachute payments, and, as a consequence, such “parachute payments” shall not be paid or provided , pursuant to the 280G Waiver described herein.

(i) Third Party Contracts .

(i) The Company shall have sent the notices set forth on Schedule 5.11(a) hereto in form and substance reasonably satisfactory to Acquiror.

(ii) The Company shall have terminated each of those Contracts set forth on Schedule 5.11(b) hereto in a manner reasonably satisfactory to Acquiror

(j) Accredited Investor Questionnaires . Acquiror shall have received from the Company all accredited investor questionnaires received by the Company from the Company Securityholders in connection with the transactions contemplated by this Agreement, in form and substance reasonably acceptable to Acquiror (each, an “ Accredited Investor Questionnaire ”).

(k) Joinder Agreements . Acquiror shall have received executed Joinder Agreements from (i) Company Securityholders representing, in the aggregate, Overall Pro Rata Portions of more than eighty-two percent (82%) (assuming the greatest possible Total Earnout Consideration), and (ii) all Key Employees, Company KERP Participants, and Company Board Plan Participants.

(l) Resignations of Officers and Directors . Acquiror shall have received an executed Director and Officer Resignation Letter from (i) each director of the Company and each Company

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 66 -

Subsidiary and (ii) each officer of the Company and each Company Subsidiary listed on Section 2.1(c) of the Disclosure Schedule.

(m) Company Closing Statement . Acquiror shall have received the Company Closing Statement, certified as complete and correct by the Chief Executive Officer and Chief Financial Officer of the Company as of the Closing Date.

(n) Spreadsheet . Acquiror shall have received the Spreadsheet, certified as complete and correct by the Chief Executive Officer and Chief Financial Officer of the Company as of the Closing Date.

(o) Closing Indebtedness Pay-off Letters; Closing Expense Pay-off Letters . Acquiror shall have received from the Company duly and validly executed Closing Indebtedness Pay-off Letters, and Closing Expense Pay-off Letters.

(p) Escrow Agreement . The Securityholder Representative shall have executed and delivered to Acquiror the Escrow Agreement.

(q) Payments Agreement . The Securityholder Representative shall have executed and delivered to Acquiror the Payments Agreement.

(r) Registration Rights Agreement . The Securityholder Representative shall have executed and delivered to Acquiror the Registration Rights Agreement.

(s) Certificate Amendment . The Company shall have provided evidence in form and substance satisfactory to Acquiror that the Certificate Amendment shall be in full force and effect, shall have been approved by the Company Board and the Required Stockholder Approval shall have been obtained with respect thereto.

(t) Certificate of the Company . Acquiror shall have received a certificate from the Company, validly executed by the Chief Executive Officer and Chief Financial Officer of the Company for and on the Company’s behalf, to the effect that, as of the Closing:

(i) the representations and warranties of the Company in this Agreement were true and correct in all material respects (without giving effect to any limitation as to “materiality” set forth therein) on the date they were made and are true and correct in all material respects (without giving effect to any limitation as to “materiality” set forth therein) on and as of the Closing Date as though such representations and warranties were made on and as of such date (other than such representations and warranties of the Company as of a specified date, which were true and correct in all material respects as of such date);

(ii) the Company has performed and complied in all material respects with each of the covenants and obligations under this Agreement required to be performed and complied with by the Company as of the Closing;

(iii) there has not been a Company Material Adverse Effect; and

(iv) the conditions to the obligations of Acquiror and Merger Sub set forth in this Section 6.2 have been satisfied (unless otherwise waived in accordance with the terms hereof).

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 67 -

(u) Certificate of Secretary of Company . Acquiror shall have received a certificate, validly executed by the Secretary of the Company certifying (i) as to the terms and effectiveness of the Charter Documents, (ii) as to the valid adoption of resolutions of the Company Board (whereby the Merger and the transactions contemplated hereunder were unanimously approved by the Company Board) and (iii) that the Required Stockholder Approval has been obtained.

(v) Certificate of Good Standing . Acquiror shall have received a long-form certificate of good standing from the Secretary of State of the State of Delaware which is dated within two (2) Business Days prior to Closing with respect to the Company.

(w) Certificate of Status of Foreign Corporation . Acquiror shall have received a certificate of good standing from the applicable Governmental Entity in each jurisdiction where it is qualified to do business, all of which are dated within two (2) Business Days prior to the Closing with respect to the Company.

(x) FIRPTA Documentation . Acquiror shall have received the FIRPTA documentation from the Company, including the IRS Notice and the FIRPTA Notice.

6.3 Conditions to the Obligations of the Company . The obligations of the Company to commence with the Closing and to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:

(a) Representations and Warranties . The representations and warranties of Acquiror and Merger Sub in this Agreement shall have been true and correct in all material respects (without giving effect to any limitation as to “materiality” set forth therein) on the date they were made and shall be true and correct in all material respects (without giving effect to any limitation as to “materiality” set forth therein) on and as of the Closing Date as though such representations and warranties were made on and as of such date (other than such representations and warranties of Acquiror and Merger Sub as of a specified date, which shall be true and correct in all material respects as of such date).

(b) Covenants . Each of Acquiror and Merger Sub shall have performed and complied in all material respects with all covenants and obligations under this Agreement required to be performed and complied with by the Company as of the Closing.

(c) Escrow Agreement . Acquiror shall have executed and delivered, and caused the Escrow Agent to have executed and delivered, to the Company and the Securityholder Representative the Escrow Agreement.

(d) Payments Agreement . Acquiror shall have executed and delivered, and caused the Exchange Administrator to have executed and delivered, to the Company and the Securityholder Representative the Payments Agreement.

(e) Registration Rights Agreement . Acquiror shall have executed and delivered the Registration Rights Agreement to the Company and the Securityholder Representative.

(f) Certificate of Acquiror . Company shall have received a certificate executed by an authorized officer of Acquiror for and on behalf of Acquiror to the effect that, as of the Closing:

(i) the representations and warranties of Acquiror and Merger Sub in this Agreement were true and correct in all material respects (without giving effect to any limitation as to

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 68 -

“materiality” set forth therein) on the date they were made and are true and correct in all material respects (without giving effect to any limitation as to “materiality” set forth therein) on and as of the Closing Date as though such representations and warranties were made on and as of such date (other than such representations and warranties of Acquiror and Merger Sub as of a specified date, which were true and correct in all material respects as of such date); and

(ii) Acquiror and Merger Sub have performed and complied in all material respects with each of the covenants and obligations under this Agreement required to be performed or complied with by such parties as of the Closing.

(iii) The conditions to the obligations of the Company set forth in this Section 6.3 have been satisfied (unless otherwise waived in accordance with the terms hereof).

Article VII

Termination, Amendment and Waiver

7.1 Termination . At any time prior to the Closing, this Agreement may be terminated and the Merger abandoned by authorized action taken by the terminating party, whether before or after the Required Stockholder Approval:

(a) by mutual written consent of Acquiror and the Company;

(b) by either Acquiror or the Company, if the Closing shall not have occurred on or before June 30, 2017 or such other date that Acquiror and the Company may agree upon in writing (the “ Termination Date ”); provided , however , that the right to terminate this Agreement under this Section 7.1(b) shall not be available to any party whose breach of this Agreement has been a principal cause of or resulted in the failure of the Closing to occur on or before the Termination Date and such action or failure to act constitutes breach of this Agreement;

(c) by Acquiror if the Required Stockholder Approval is not delivered to Acquiror within twenty-four (24) hours after the execution of this Agreement;

(d) by either Acquiror or the Company, if any Legal Requirement shall be in effect which has the effect of making the Merger or any other transaction contemplated by this Agreement illegal or otherwise prohibits the consummation of the Merger or any other transaction contemplated by this Agreement; provided , that, in the case of any such Legal Requirement that is an Order, such Order has become final and non-appealable;

(e) by Acquiror, if any Governmental Entity shall have taken any action, or enacted, issued, promulgated, enforced, entered or deemed applicable to the Merger any Legal Requirement, that would result in the Company or Acquiror or any of their respective Subsidiaries being required to change their respective businesses as currently conducted or as currently contemplated to be conducted;

(f) by Acquiror, if there shall have occurred any Company Material Adverse Effect;

(g) by Acquiror, if there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement of the Company set forth in this Agreement such that the conditions set forth in Section 6.2(a) or Section 6.2(b) hereof would not be satisfied, and such breach or inaccuracy has not been cured within twenty (20) calendar days after written notice thereof to the Company; provided , however , that no cure period shall be required for a breach or inaccuracy which by its nature cannot be

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 69 -

cured or if any of the conditions to Closing for Acquiror are incapable of being satisfied on or before the Termination Date; or

(h) by the Company, if there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement of Acquiror or Merger Sub set forth in this Agreement such that the conditions set forth in Section 6.3(a) or Section 6.3(b) hereof would not be satisfied, and such breach or inaccuracy has not been cured within twenty (20) calendar days after written notice thereof to the Company; provided , however , that no cure period shall be required for a breach or inaccuracy which by its nature cannot be cured or if any of the conditions to Closing for the Company are incapable of being satisfied on or before the Termination Date.

7.2 Effect of Termination . In the event of termination of this Agreement as provided in Section 7.1 , this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Acquiror, Merger Sub, the Company or their Affiliates or respective Representatives; provided , however , that each party hereto and each Person shall remain liable for any willful and material breaches of this Agreement; provided , further , however , that (a) the provisions of Section 5.6 ( Expenses ), Section 5.11(d) ( Contract Notices, Consents, Amendments and Terminations ), Section 5.14 ( Confidentiality ), this Section 7.2 ( Effect of Termination ), the exculpation and indemnification provisions of Section 8.9 (Securityholder Representative), and Article IX ( General Provisions ) shall remain in full force and effect and survive any termination of this Agreement, and (b) nothing herein shall relieve any party hereto from liability in connection with any knowing, intentional and material breach of such party’s representations, warranties or covenants contained herein.

7.3 Amendment . Subject to the provisions of applicable Legal Requirements, the parties hereto may amend this Agreement by authorized action at any time pursuant to an instrument in writing signed on behalf of each of the parties hereto. To the extent permitted by applicable Legal Requirements, Acquiror and the Securityholder Representative may cause this Agreement to be amended at any time after the Closing by execution of an instrument in writing signed on behalf of Acquiror and the Securityholder Representative. Notwithstanding anything to the contrary in this Agreement or in any other agreement, instrument or document related to the transactions contemplated in this Agreement and the Related Agreements, any amendment, modification, supplement or waiver of this Agreement, whether prior to or after the Effective Time, that (a) increases any Specified Company Securityholder’s indemnity or other obligations or liabilities under this Agreement, or (b) expands or alters the authority of the Securityholder Representative, in each case will not bind any Specified Company Securityholder without such Specified Company Securityholder’s prior written approval. For the avoidance of doubt, notwithstanding any provision to the contrary in this Agreement, the Securityholder Representative has no authority to exercise voting power over any voting securities held by a Specified Company Securityholder, and has no authority to provide the written approval that is required in the preceding sentence on behalf of any Specified Company Securityholder.

7.4 Extension; Waiver . At any time at or prior to the Closing, any party hereto may, to the extent legally allowed, (a) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (b) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto and (c) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. At any time after the Closing, the Securityholder Representative and Acquiror may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of the other, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto and (iii) waive compliance with any of the agreements or conditions for the benefit of such Person contained herein. Without limiting the generality or effect of the preceding sentence, no delay in exercising any right under this Agreement shall constitute a waiver of such right, and no waiver

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 70 -

of any breach or default shall be deemed a waiver of any other breach or default of the same or any other provision in this Agreement.

Article VIII

Indemnification

8.1 Survival . The representations, warranties, and certifications of the Company contained in this Agreement (as modified by the Disclosure Schedule) and the certificates respectively contemplated in Sections 6.2(m), 6.2(n) , 6.2(t) , and 6.2(u) shall survive the Closing and remain in full force and effect, regardless of any investigation or examination conducted, or any knowledge possessed or acquired, by or on behalf of any of the parties to this Agreement or any of their Affiliates or their Representatives, or any disclosure made by or on behalf of any of any of the foregoing, until 11:59 p.m. (Pacific Time) on the date that is twelve (12) months following the Closing Date (or if such date is not a Business Day, until such time on the first Business Day thereafter) (the date and time of expiration of such 12-month period, the “ General Survival Date ”); provided , however , that in the event of fraud, willful breach or intentional misrepresentation with respect to a representation, warranty, or certification of the Company contained in this Agreement or in any of the certificates respectively contemplated in Sections 6.2(m), 6.2(n) , 6.2(t) , and 6.2(u) , as applicable, such representation, warranty, or certification shall not terminate until the six (6) year anniversary of the Closing Date, warranty or certification; provided , further , however , that the representations and warranties contained in Section 2.7 ( Intellectual Property ) (the “ IP Representations ”) and Section 2.8 ( Privacy and Data Protection ) (the “ Privacy Representations ”) shall remain in full force and effect, regardless of any investigation or examination conducted, or any knowledge possessed or acquired, by or on behalf of any of the parties to this Agreement or any of their Affiliates or their Representatives, or any disclosure made by or on behalf of any of any of the foregoing, until 11:59 pm (Pacific Time) on the date that is eighteen (18) months following the Closing Date (the “ Special Survival Date ”), and that the representations and warranties contained in Section 2.1 ( Organization and Good Standing ), Section 2.2 ( Authority and Enforceability ), Section 2.3 ( Governmental Approvals and Consents ), Section 2.5 ( Company Capital Structure ), Section 2.14 ( Financial Advisors ), and Section 2.16 ( Tax Matters ) (the “ Tax Representations ”) (the representations and warranties contained in Section 2.1 , Section 2.2 , Section 2.3 , Section 2.5 , Section 2.14 , and Section 2.16 , and the IP Representations are collectively referred to herein as the “ Fundamental Representations ”) shall remain in full force and effect, regardless of any investigation or examination conducted, or any knowledge possessed or acquired, by or on behalf of any of the parties to this Agreement or any of their Affiliates or their Representatives, or any disclosure made by or on behalf of any of any of the foregoing, until the earlier of the six (6) year anniversary of the Closing Date and the expiration of the statute of limitations applicable to the subject matter of each such representation and warranty (each an “ Extended Survival Date ” and, collectively with the General Survival Date and the Special Survival Date, each a “ Survival Date ”). The representations, warranties, and certifications of Acquiror contained in this Agreement (including any exhibit, schedule, or appendix hereto), or in any certificate or other instrument delivered pursuant to this Agreement shall terminate at the Closing. The covenants of the Company and the other parties hereto shall survive until the earlier of performance in accordance with the terms of this Agreement, the six year anniversary of the Closing Date and the expiration of the applicable statute of limitations. Notwithstanding anything to the contrary set forth in this Agreement, in the event that a Claim Notice asserting a breach of a representation, warranty, certification or covenant, or an Indemnifiable Matter is delivered in accordance with the terms of this Agreement before the date on which such representation, warranty, certification, covenant, or Indemnifiable Matter ceases to survive, then the claims set forth in such Claim Notice shall survive for the benefit of all Indemnified Parties beyond the expiration of the applicable Survival Period for such representation, warranty, certification, covenant, or Indemnifiable Matter until finally and fully resolved. For the avoidance of doubt and notwithstanding anything to the contrary set forth herein, it is the intention of the parties hereto that the foregoing respective survival

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 71 -

periods and termination dates supersede any applicable statutes of limitations that would otherwise apply to such representations, warranties, certifications, and covenants and in no event may a claim for indemnification with respect to this Agreement or any Related Agreement or any of the certificates contemplated by this Agreement be made after the six (6) year anniversary of the Closing Date .

8.2 Indemnification . From and after and by virtue of the Merger, but subject to the applicable provisions of this Article VIII , the Company Securityholders receiving any portion of the Total Consideration (collectively, the “ Seller Indemnifying Parties ”) shall severally, but not jointly, and subject to the limitations of this Article VIII , indemnify, defend and hold harmless Acquiror and each of its Affiliates (including the Surviving Corporation) and their respective Representatives, and each Person, if any, who controls or may control Acquiror or such Affiliate within the meaning of the Securities Act (each of the foregoing being referred to individually as an “ Acquiror Indemnified Party ” and collectively as “ Acquiror Indemnified Parties ”) from and against, and pay and reimburse each Acquiror Indemnified Party for, any and all claims, losses, liabilities, damages (including consequential damages), deficiencies, Taxes, diminution in value, costs, interest, awards, judgments, penalties, fees and expenses, including reasonable fees and expenses of lawyers, consultants, and other professionals, including any such reasonable costs, fees, and expenses incurred by the Acquiror Indemnified Parties in connection with investigating, defending against or settling any of the foregoing (each an “ Acquiror Loss ” and collectively, “ Acquiror Losses ”) to the extent directly or indirectly, whether or not due to a Third Party Claim, arising out of, resulting from, relating to, or in connection with:

(a) any failure or breach of, or inaccuracy in, as of the Agreement Date or as of the Closing Date as if made at the Closing Date or, for representations and warranties of the Company made as of a specified date, any failure or breach of, or inaccuracy in, as of such date, any representation or warranty made by the Company in this Agreement (as modified by the Disclosure Schedule) or the certificates respectively contemplated in Sections 6.2(m) , 6.2(n) , 6.2(t) ,and 6.2(u) ;

(b) any breach of, default in, or the Company’s failure to comply, in each case prior to the Effective Time, with any of the covenants or agreements made by the Company in this Agreement;

(c) any Unpaid Liabilities (to the extent Closing Cash is not reduced by such amount) that are not taken into account in the calculation of the Final Total Closing Cash Consideration;

(d) regardless of any disclosure of any matter set forth in the Disclosure Schedule, any Pre-Closing Taxes that are not taken into account in the calculation of the Final Total Closing Cash Consideration;

(e) regardless of any disclosure of any matter set forth in the Disclosure Schedule, any Equityholder Matters;

(f) regardless of the disclosure of any matter set forth in the Disclosure Schedule, any fraud, willful breach or intentional misrepresentation by the Company or any of its Affiliates or its or their respective directors, officers, employees, agents, or advisors (in each case, whether or not acting in their capacity as such) in connection with this Agreement, the Merger, or the other transactions contemplated hereby or the Company Related Agreements or the transactions contemplated thereby;

(g) regardless of the disclosure of any matter set forth in the Disclosure Schedule, the matter referenced in Section 2.6 of the Disclosure Schedule; and

(h) (i) with respect to any Third Party Claim settled or resolved with the Securityholder Representative’s consent in accordance with Section 8.8 , all Defense Costs therefor and all

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 72 -

the amounts paid in settlement or resolution thereof , and (ii) with respect to any other Third Party Claim, 50% of the Defense Costs therefor and 50% of the amounts paid in settlement or resolution thereof (the matters described in the foregoing clauses (a) through (h) being referred to herein as the “ Indemnifiable Matters ”) .

From and after and by virtue of the Merger, but subject to the applicable provisions of this Article VIII , Acquiror and the Surviving Corporation shall indemnify, defend and hold harmless the Company Securityholders, each of their respective Affiliates and Representatives, and each Person, if any, who controls or may control a Company Securityholders or such Affiliate within the meaning of the Securities Act (each of the foregoing being referred to individually as a “ Seller Indemnified Party ” and collectively as “ Seller Indemnified Parties ”) from and against, and pay and reimburse each Seller Indemnified Party for, any and all claims, losses, liabilities, damages (including consequential damages), deficiencies, Taxes, diminution in value, costs, interest, awards, judgments, penalties, fees and expenses, including reasonable fees and expenses of lawyers, consultants, and other professionals, including any such reasonable costs, fees, and expenses incurred by the Seller Indemnified Parties in connection with investigating, defending against or settling any of the foregoing (each a “ Seller Loss ” and collectively, “ Seller Losses ”) to the extent directly or indirectly arising out of, resulting from, relating to, or in connection with any breach of, default in, or Acquiror’s or Merger Sub’s failure to comply with any of the covenants or agreements made by either of them in this Agreement (but subject, in the case of the covenants or agreements made by either of them in Section 1.10 , to the terms, conditions, limitations and qualifications contained in Section 1.10 , including the last sentence of Section 1.10(c)(ii) ). As used herein, a “ Loss ” shall refer to an Acquiror Loss or a Seller Loss, as applicable, and an “ Indemnified Party ” shall refer to an Acquiror Indemnified Party or a Seller Indemnified Party, as applicable (provided, that, with respect to any actions to be taken by an Indemnified Party with respect to a claim for indemnification under this Article VIII . “ Indemnified Party ” shall mean Acquiror or the Securityholder Representative, on behalf of the Company Securityholders, as applicable) and the “ Indemnifying Party ” shall refer to the party obligated to indemnify such Indemnified Party or, more specifically, as a “ Seller Indemnifying Party ” and the “ Seller Indemnifying Parties ” or an “ Acquiror Indemnifying Party ” and the “ Acquiror Indemnifying Parties ”.

For the purpose of this Article VIII only, solely when determining the amount of Losses suffered (but not whether a breach, inaccuracy or failure has occurred) by an Indemnified Party as a result of any breach or inaccuracy of a representation or warranty of the applicable Indemnifying Party or any failure by the applicable Indemnifying Party to perform or comply with any covenant or agreement applicable to it that is qualified or limited in scope as to materiality or Company Material Adverse Effect, such representation, warranty, covenant or agreement shall be deemed to be made without such qualification or limitation.

8.3 Limitations and Other Indemnification Matters .

(a) The Seller Indemnifying Parties (including any officer or director of the Company or the Company Subsidiaries) shall not have any right of contribution, indemnification, compensation, reimbursement or right of advancement from the Surviving Corporation or Acquiror or any of their Affiliates with respect to any Loss owed by such Seller Indemnifying Party pursuant to this Article VIII by reason of any obligations of the Company or any Company Subsidiary to such Seller Indemnifying Party in his, her, or its capacity as a controlling Person, a holder of Equity Interests, director, officer, manager, employee or agent of the Company or any Company Subsidiary.

(b) Any payments made to an Acquiror Indemnified Party pursuant to this Article VIII will be treated as adjustments to the Total Consideration for Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by applicable Legal Requirements.

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 73 -

(c) Subject to Section 8.3(d) , this Article VIII shall be the sole and exclusive remedy of the Indemnified Parties from and after the Closing for any claims arising out of or related to this Agreement or the Merger, including claims of any inaccuracy in or breach of any representation, warranty or covenant in this Agreement; provided , however , that this Section 8.3(c) shall not be deemed a waiver by any party of any right to specific performance or injunctive relief and nothing in this Agreement shall limit the liability of any Person (other than Acquiror and each of its Affiliates and their respective Representatives, and each Person, if any, who controls or may control Acquiror or such Affiliate within the meaning of the Securities Act) (and this Article VIII shall not be the sole and exclusive remedy of the Acquiror Indemnified Parties) in connection with any fraud, willful breach or intentional misrepresentation committed by such Person or in which such Person was an accomplice with respect to any fraud, willful breach or intentional misrepresentation (it being understood that no Person shall be deemed an accomplice solely by reason of having actual knowledge of any fraud, willful breach or intentional misrepresentation committed by another Person).

(d) Nothing in this Agreement shall limit the right of any Indemnified Party to pursue remedies under any Related Agreement against the parties thereto prior to the six (6) year anniversary of the Closing Date, or limit the right of any Accredited Investor with respect to claims under applicable securities laws.

(e) Except in the case of fraud, willful breach or intentional misrepresentation, and Losses owed to any Acquiror Indemnified Party pursuant to Section 8.2(a) as result of any failure or breach of, or inaccuracy in the Fundamental Representations and, in the case of clause (ii) below, the Privacy Representations, (i) the Acquiror Indemnified Parties may not recover any Losses pursuant to a claim under Section 8.2(a) unless and until the Acquiror Indemnified Parties, as a group, shall have paid, incurred, suffered or sustained at least-four hundred twenty-five thousand dollars ($425,000) in Losses in the aggregate (the “ Threshold Amount ”), in which case the Acquiror Indemnified Parties shall be entitled to recover all such Losses without regard to the Threshold Amount, and (ii) the recovery of the Acquiror Indemnified Parties for claims under Section 8.2(a) shall be satisfied solely from the Escrow Fund.

(f) Except in the case of fraud, willful breach or intentional misrepresentation, the maximum amount that the Acquiror Indemnified Parties may recover for claims under Section 8.2(a) for any failure or breach of, or inaccuracy in the IP Representations or the Privacy Representations shall be limited to an amount equal to twenty percent (20%) of the Total Consideration.

(g) Except in the case of fraud, willful breach or intentional misrepresentation committed by an a Seller Indemnifying Party or in which such Person was an accomplice with respect to any fraud, willful breach or intentional misrepresentation (it being understood that no Person shall be deemed an accomplice solely by reason of having actual knowledge of any fraud, willful breach or intentional misrepresentation committed by another Person), (i) the maximum amount that the Acquiror Indemnified Parties may recover for Losses owed to the Acquiror Indemnified Parties pursuant to this Article VIII or, subject to Sections 8.3(c) and 8.3(d) , otherwise arising out of or related to this Agreement or the Merger (A) from the Seller Indemnifying Parties (as a group) shall be limited to the Total Consideration, and (B) from any Seller Indemnifying Party shall be limited to such Seller Indemnifying Party’s Overall Pro Rata Portion of the Total Consideration; (ii) no Seller Indemnifying Party shall be liable for any Losses owed to the Acquiror Indemnified Parties pursuant to this Article VIII , whether arising out of a single claim or all claims, in excess of (A) in the case of any such claim or claims made against the Escrow Fund, such Seller Indemnifying Party’s Closing Pro Rata Portion of such Losses, or (B) in the case of claims made directly against the Seller Indemnifying Parties, such Seller Indemnifying Party’s Overall Pro Rata Portion of such Losses; and (iii) the maximum amount that the Seller Indemnified Parties may recover from the Acquiror Indemnifying Parties (as a group) for Losses owed to the Seller Indemnified Parties pursuant to this Article VIII shall be limited to the Total Consideration less

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 74 -

the extent to which the Total Consideration has been actually paid by Acquiror pursuant to this Agreement; provided that, in the case of a claim for indemnification in respect of a breach of any of the covenants contained in Section 1.10 that is permitted to be brought thereunder, the maximum amount that the Seller Indemnified Parties may recover from the Acquiror Indemnifying Parties (as a group) for Losses owed to the Seller Indemnified Parties pursuant to this Article VIII shall be the Accelerated Earnout Payment Amount plus the reasonable fees and expenses of lawyers, consultants and other professionals incurred in connection with such claim, including any such reasonable costs, fees, and expenses incurred in connection with investigating, defending against or settling any such claim, less the extent to which the Total Consideration has been actually paid by Acquiror pursuant to this Agreement.

(h) The rights of the Indemnified Parties to indemnification, compensation or reimbursement, payment of Losses or any other remedy under this Agreement shall not be affected by any investigation or examination conducted with respect to, or any knowledge possessed or acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, by or on behalf of any of the Indemnified Parties or any of their Affiliates or their Representatives with respect to the accuracy or inaccuracy of or compliance with, any representation, warranty, covenant or agreement made by the Company or any other matter. The waiver of any condition in this Agreement based on the accuracy of any such representation or warranty, or on the performance of or compliance with any such covenant or agreement, will not affect the right to indemnification, compensation or reimbursement, payment of Losses, or any other remedy based on any such representation, warranty, covenant or agreement. No Indemnified Party shall be required to show reliance on any representation, warranty, certificate or other agreement in order for such Indemnified Party to be entitled to indemnification, compensation or reimbursement hereunder.

(i) In the event an Indemnified Party has suffered a Loss which would give rise to a right to be indemnified under more than one of the subclauses of Section 8.2 hereof, such Indemnified Party shall be entitled to make a claim for such Losses under any and all such subclauses; provided that, for the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, in no event shall any Indemnified Party be entitled to any double recovery with respect to any particular Loss or claim.

(j) A Seller Indemnifying Party may surrender shares of Acquiror Common Stock then held by such Person to satisfy any of its indemnification obligations hereunder with respect to claims made directly against such Seller Indemnifying Party to the extent of the value of such surrendered shares, which shares shall be valued at the Acquiror Trading Price; provided that such Seller Indemnifying Party certifies in a writing delivered to the Acquiror Indemnified Parties that such shares of Acquiror Common Stock to be so surrendered were issued to such Seller Indemnifying Party pursuant to this Agreement or the Escrow Agreement.

(k) Each Indemnified Party shall use commercially reasonable efforts to mitigate any Losses for which such Indemnified Party seeks indemnification under this Article VIII to the extent required by applicable law.

(l) Subject to the other applicable provisions regarding indemnification contained in this Article VIII , if the Company Securityholders are obligated to reimburse or compensate the Acquiror Indemnified Parties for any Acquiror Losses in connection with a claim for indemnification by any of the Acquiror Indemnified Parties under Section 8.2 , then indemnification for such Acquiror Losses shall, subject to the applicable limitations, if any, set forth in this Article VIII , be satisfied first from the then remaining balance of the Escrow Fund, second , to the extent recoverable outside the Escrow Fund, by means of a set-off against any then-owing Total Earnout Consideration in accordance with Section 8.4 ,

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 75 -

and third , to the extent recoverable outside the Escrow Fund, by asserting claims directly against one or more Indemnifying Parties.

(m) The amount of any Loss payable under this Article VIII by an Indemnifying Party shall be net of any amounts actually recovered by the Indemnified Party from insurance policies or from any other Person alleged to be responsible for such Loss (the “ Alternative Arrangements ”), in each case net of the following (collectively, the “ Collection Expenses ”): (i) reasonable and documented costs and expenses (including Taxes) incurred by such Indemnified Party or its Affiliates in procuring such recovery, (ii) any increases in premiums or premium adjustments to the extent attributable to such recovery (applicable to any past, present or future premiums), and (iii) deductibles and other amounts incurred in connection with such recovery. If, subsequent to an indemnification payment made by or on behalf of an Indemnifying Party for a Loss, the Indemnified Party actually receives any amounts under any Alternative Arrangements with respect to such Loss, then such Indemnified Party shall promptly (but in any event within ten (10) Business Days after receipt of such amounts under such Alternative Arrangements) reimburse the Indemnifying Parties for the indemnification payment actually made to such Indemnified Party by or on behalf of such Indemnifying Parties for such Loss up to the amount actually received by the Indemnified Party under such Alternative Arrangements, in each case, net of all associated Collection Expenses. For the avoidance of doubt, the Indemnified Parties shall have no obligation to pursue recovery of any Losses through Alternative Arrangements.

(n) Notwithstanding anything to the contrary contained in this Agreement, no Acquiror Indemnified Party will be entitled to indemnification under this Article VIII for any Loss to the extent that it has been taken into account in the final determination of Final Working Capital, Final Indebtedness or Final Company Expenses pursuant to Section 5.12 hereof.

(o) Notwithstanding the definition of Losses in Section 8.2 , for purposes of this Article VIII , “Losses” shall not include any punitive damages except to the extent actually awarded to a Governmental Entity or other third party in a third-party Action.

(p) In no event will any Company Securityholder (whether pursuant to this Article VIII or otherwise) be liable for (i) any other Company Securityholder’s breach of a representation, warranty, covenant or agreement (A) specific to a Company Securityholder (as opposed to the Company) in this Agreement or (B) contained in another Company Securityholder’s Joinder Agreement or any other agreement, instrument or document to which such other Company Securityholder is a party, or (ii) except as otherwise provided in Section 8.2(f) or in case such Company Securityholder is an accomplice with respect to any fraud, willful breach or intentional misrepresentation (it being understood that no Person shall be deemed an accomplice solely by reason of having actual knowledge of any fraud, willful breach or intentional misrepresentation committed by another Person), any fraud, willful breach or intentional misrepresentation perpetrated by any other Company Securityholder in his, her or its capacity as such (and not as an officer or director of the Company or any of its Affiliates or any other capacity).

(q) Nothing in this Article VIII shall limit the liability of any party hereto for any breach of any representation, warranty, covenant or agreement contained in this Agreement (as modified by the Disclosure Schedule), any Company Related Agreement or any certificates or other instruments executed and delivered by any party in connection with the transactions contemplated by this Agreement if the Merger does not close.

8.4 Set-Off from Earnout .

(a) Subject to Section 8.3 and the other terms of this Agreement, Acquiror shall be entitled to retain and set-off amounts from any then-owing or future-owing Total Earnout Consideration

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 76 -

(if any) that would otherwise be payable to a Seller Indemnifying Party in accordance with this Agreement, in order to compensate the Acquiror Indemnified Parties for such Seller Indemnifying Party’s Overall Pro Rata Portion of any Losses owed to the Acquiror Indemnified Parties pursuant to this Article VIII , which compensation will occur through the forfeiture of the portion of Total Earnout Consideration (if any) that would otherwise be payable to such Seller Indemnifying Party.

(b) Notwithstanding anything contained herein to the contrary, Acquiror shall be entitled to retain from any then-owing or future owing Total Earnout Consideration (if any) such portion of the Total Earnout Consideration otherwise payable to the Seller Indemnifying Parties in accordance with this Agreement that Acquiror determines, in its reasonable judgment, shall be necessary to satisfy any unresolved or unsatisfied claim for Losses that are recoverable outside of the Escrow Fund and specified in any Claim Notice delivered to the Securityholder Representative in accordance with the terms of this Agreement until such claim for Losses has been resolved or satisfied. When any such unresolved claim is resolved, Acquiror shall, within twenty (20) Business Days following the resolution or satisfaction of such claim, deliver or cause to be delivered to the Seller Indemnifying Parties from whom payment was withheld the portion of the Total Earnout Consideration (if any), retained by Acquiror, if any, for purposes of satisfying such claim that was not required to satisfy such claim plus interest accruing at a rate of one percent (1%) per annum, from the date such amount was otherwise required to be paid under the terms of this Agreement through the date of payment, in each case, in accordance with Section 1.8 and Section 1.10 .

(c) Neither the exercise nor the failure to exercise any right of set-off shall constitute an election of remedies by Acquiror or limit Acquiror in any manner in the enforcement of any other remedy that may be available under this Agreement.

8.5 Release of the Escrow Amount . On or prior to the date that is five (5) Business Days after the General Survival Date, Acquiror and the Securityholder Representative shall deliver to the Escrow Agent a joint written instruction to release cash and a number of shares of Acquiror Common Stock together having an aggregate value equal to (a) the value of the Escrow Fund as of the General Survival Date, less (b) the aggregate amount of all Losses specified in Claim Notices delivered prior to the end of the General Survival Date for indemnification claims in accordance with the terms of this Agreement that have not been resolved prior to the Survival Date (the “ Initial Escrow Release Consideration ”), to the Company Preferred Holders (or to the Exchange Administrator on behalf of, and who will thereafter distribute the Initial Escrow Release Consideration to, the Company Preferred Holders), such distribution to be made in accordance with the Distribution Rule, with each Company Preferred Holders to receive its, his, or her Closing Pro Rata Portion of such Initial Escrow Release Consideration, such distributions to be made to Unaccredited Investors in cash and to Accredited Investors in shares of Acquiror Common Stock. For purposes of the foregoing computation, all shares of Acquiror Common Stock included in the Escrow Fund shall be valued at the Acquiror Trading Price. Upon the resolution of all pending claims for which a portion of the Escrow Fund was withheld on the General Survival Date, and after any release of cash and Acquiror Common Stock from the Escrow Fund to Acquiror or any Acquiror Indemnified Party in accordance with this Article VIII , Acquiror and the Securityholder Representative shall promptly, and in any event within five (5) Business Days, deliver to the Escrow Agent a joint written instruction to release all then-remaining cash and shares of Acquiror Common Stock in the Escrow Fund (the “ Final Escrow Release Consideration ”) to the Company Preferred Holders (or to the Exchange Administrator on behalf of, and who will thereafter distribute the Final Escrow Release Consideration to, the Company Preferred Holders), with each Company Preferred Holders to receive its, his, or her Closing Pro Rata Portion of such Final Escrow Release Consideration, such distributions to be made to Unaccredited Investors in cash and to Accredited Investors in shares of Acquiror Common Stock. Notwithstanding anything herein to the contrary, the aggregate number of shares of Acquiror Common Stock to be distributed at any particular time to any Indemnifying Party in

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 77 -

accordance with this Section 8.5 shall be rounded down to the nearest whole number, and the aggregate amount of cash to be distributed at any particular time to any Indemnifying Party in accordance with this Section 8.5 shall be rounded down to the nearest whole cent.

8.6 Claims .

(a) In the event any Indemnified Party is made a party to or otherwise becomes subject to any Action instituted by any third party for which the liability or the costs or expenses constitute Losses, or the Indemnified Party otherwise incurs, pays, reserves or accrues a liability, and for which indemnification may reasonably be sought under this Article VIII and such Indemnified Party wishes to assert a claim under this Article VIII , Acquiror shall promptly deliver to the Securityholder Representative or in the event an Indemnified Party elects to pursue such claim directly against an Indemnifying Party, to such Indemnifying Party directly, a certificate signed by one of its authorized representatives (an “ Claim Notice ”):

(i) stating that the Indemnified Party has incurred, paid, reserved or accrued, or reasonably and in good faith anticipates that it may incur, pay, reserve or accrue, Losses for which indemnification may reasonably be sought under Article VIII of this Agreement;

(ii) stating the estimated amount of such Losses to the extent reasonably estimable (which, in the case of Losses not yet incurred, paid, reserved or accrued, may be the maximum amount reasonably and in good faith anticipated by the Indemnified Party to be incurred, paid, reserved or accrued); and

(iii) specifying in reasonable detail (based upon the information then possessed by the Indemnified Party) the nature of the claim to which such Losses are related.

The date of such delivery of a Claim Notice is referred to herein as the “ Claim Date ” of such Claim Notice (and the claims for indemnification, compensation, or reimbursement contained therein). The Indemnified Party may update any Claim Notice from time to time to reflect any changes in the actual or estimated amount of Losses set forth therein or the other information contained therein, by delivery of such updated Claim Notice to the Securityholder Representative (or Acquiror, as applicable) or, in the event an Indemnified Party elects to pursue such claim directly against an Indemnifying Party, to such Indemnifying Party directly.

(b) The Securityholder Representative or Acquiror, as applicable, may object to a claim set forth in a Claim Notice by delivering to the other a written statement of objection to the claim made in the Claim Notice (an “ Objection Notice ”), provided that, to be effective, such Objection Notice must (i) be delivered to the Indemnified Party prior to 5:00 p.m. (Pacific Time) on the thirtieth (30th) day following the Claim Date of the Claim Notice (such deadline, the “ Objection Deadline ” for such Claim Notice and the claims for indemnification, compensation, or reimbursement contained therein) and (ii) set forth in reasonable detail the nature of the objections to the claims in respect of which the objection is made.

(c) If the Securityholder Representative or Acquiror, as applicable, does not object in writing (as provided in Section 8.6(b) ) to the claims contained in a Claim Notice prior to the Objection Deadline for such Claim Notice, such failure to so object shall be an irrevocable acknowledgment by the Securityholder Representative on behalf of the Seller Indemnifying Parties or Acquiror on behalf of the Acquiror Indemnifying Parties, as applicable, that the applicable Indemnified Parties are entitled to the full amount of the claims for Losses set forth in such Claim Notice (and such entitlement shall be conclusively and irrefutably established) (any such claim, an “ Unobjected Claim ”).

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 78 -

(i) In such event, where the Indemnified Parties are Acquiror Indemnified Parties, Acquiror and the Securityholder Representative shall, as promptly as practicable thereafter, deliver a joint written instruction to the Escrow Agent to release to Acquiror that number of shares of Acquiror Common Stock and an amount of cash having an aggregate value equal to the amount of Losses set forth in the Unobjected Claim ( such distribution to be made in accordance with the Distribution Rule) and, if the value of Acquiror Common Stock then remaining in the Escrow Fund is insufficient to cover the full amount of such claim, the Indemnified Parties are entitled to recovery for such claim outside of the Escrow Fund and, and Acquiror’s set-off rights under Section 8.4 are also insufficient to cover the full amount of such claim, each Indemnifying Party shall, within ten (10) days following receipt of direct notice of such payment obligation, pay in cash such Indemnifying Party’s Overall Pro Rata Portion of such Losses set forth in such Unobjected Claim to Acquiror.

(ii) In such event, where the Indemnified Parties are Seller Indemnified Parties, the Acquiror Indemnifying Parties shall, within ten (10) days following the Objection Deadline, pay in cash the Losses set forth in such Unobjected Claim to the Exchange Administrator for further distribution to the Company Securityholders.

8.7 Resolution of Objections to Claims .

(a) If the Securityholder Representative or Acquiror, as applicable, objects in writing to any claim or claims by the Indemnified Party made in a Claim Notice by delivering an effective Objection Notice prior to the Objection Deadline, Acquiror and the Securityholder Representative shall attempt in good faith for thirty (30) days after the Indemnified Party’s receipt of such written objection to resolve such objection. If Acquiror and the Securityholder Representative resolve and come to an agreement regarding the claim(s) made in the Objection Notice, a memorandum setting forth such agreement (the “ Settlement Memorandum ”) shall be prepared and signed by both parties, which Settlement Memorandum shall be final and conclusive and binding on the Indemnifying Parties. In such event, the Losses for which the Indemnifying Parties are entitled payment under the Settlement Memorandum shall be paid in accordance with Section 8.6(c) , mutatis mutandis .

(b) If no such agreement can be reached after good faith negotiation and prior to thirty (30) days after the Indemnified Party’s receipt of such written objection (or such later date as may be agreed in writing by Acquiror and the Securityholder Representative), either Acquiror or the Securityholder Representative may, subject to Section 9.8 and Section 9.10 , commence an Action in a court of competent jurisdiction.

8.8 Third-Party Claims . In the event that Acquiror becomes aware of a third-party Action which constitutes a matter for which either (a) an Indemnified Party is entitled to indemnification, compensation, or reimbursement under Section 8.2 or (b) if determined adversely to Acquiror or any other Indemnified Party, would provide a basis for a claim under any of the Indemnifiable Matters (each such claim, a “ Third Party Claim ”), Acquiror shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim, and the costs and expenses incurred by Acquiror in connection with the investigation and defense of such claim (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) (such costs and expenses, the “ Defense Costs ”) shall be deemed Losses for which Acquiror is entitled to indemnification, compensation and reimbursement in accordance with and to the extent provided in this Article VIII regardless of the outcome of such Third Party Claim. The Securityholder Representative shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party, subject to the execution by the Securityholder Representative of Acquiror’s (and, if required such third party’s) standard non-disclosure agreement to the extent such materials contain confidential or proprietary

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 79 -

information, and shall be entitled, at the expense of the Securityholder Representative (on behalf of Company Securityholders), to participate in, but not to determine or conduct, any defense of the Third Party Claim or settlement negotiations with respect to the Third Party Claim. However, except with the consent of the Securityholder Representative, which shall not be unreasonably withheld, conditioned, or delayed, and which shall be deemed to have been given unless the Securityholder Representative shall have objected within thirty (30) days after a written request for such consent by Acquiror, the amount paid in the settlement or resolution of any such claim to the third-party claimant shall not be determinative of the existence of or amount of Losses relating to such matter. In the event that the Securityholder Representative has consented to any such settlement or resolution and provided that such amounts do not exceed the limitations on indemnification set forth herein, neither the Securityholder Representative nor the Company Securityholders shall have any power or authority to object under Section 8.6(b) or any other provision of this Article VIII to the amount of any claim by or on behalf of any Indemnified Party against the Escrow Fund, the Total Earnout Consideration (if any) or directly against such Company Securityholders for indemnity with respect to such settlement or resolution.

8.9 Securityholder Representative .

(a) By virtue of execution and delivery of a Joinder Agreement, and the adoption of this Agreement and the approval of the Merger by the Company Securityholders, each of the Company Securityholders shall be deemed to have agreed to appoint Shareholder Representative Services LLC as the Securityholder Representative, to act as its, his or her exclusive agent and attorney-in-fact with the authority (but subject to the limitations on authority set forth in this Agreement) to: (i) give and receive notices and communications to or from Acquiror or any other Acquiror Indemnified Party relating to this Agreement or any of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by the Company Securityholders individually); (ii) authorize Acquiror to retain and set-off against all or any portion of the Total Earnout Consideration in satisfaction of claims requiring payment to any Acquiror Indemnified Party (including Acquiror on behalf of itself or any other Acquiror Indemnified Party), including by not objecting to such claims; (iii) object to any claims for indemnification, compensation, or reimbursement under this Article VIII , including those directly against Seller Indemnifying Parties; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and represent the interests of the Seller Indemnifying Parties in any dispute relating to, and comply with Orders with respect to, any claims for indemnification, compensation, or reimbursement under this Article VIII ; and (v) take all actions necessary or appropriate in the judgment of the Securityholder Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance; provided , however , that for clarity, in no event shall the Securityholder Representative, through such settlements and compromises, or otherwise, increase any Seller Indemnifying Party’s indemnification obligations beyond that expressly contemplated by this Agreement. The Securityholder Representative shall only have the power and authority to act regarding matters pertaining to the Company Securityholders as a group and not individually, and shall not have power or authority to treat any particular Company Securityholder in a manner different from any other Company Securityholder (except as consistent with such Company Securityholder’s Closing Pro Rata Portion or Overall Pro Rata Portion). The Securityholder Representative shall not have any power or authority to bind any Company Securityholder to any obligations or restrictions applicable to such Company Securityholder beyond the subject matter of an Indemnifiable Matter, the determination of the Final Total Closing Cash Consideration and the determination of Total Earnout Consideration. The Person serving as the Securityholder Representative may be replaced from time to time by a vote of the Persons then holding an Overall Pro Rata Portion greater than two-thirds (2/3) of the aggregate of all Overall Pro Rata Portions. The Securityholder Representative may resign at any time in accordance with the terms of the Securityholder Representative’s engagement letter.

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 80 -

(b) The Securityholder Representative will incur no liability of any kind with respect to any action or omission by the Securityholder Representative in connection with its services pursuant to this Agreement and the agreements ancillary hereto, except in the event of liability directly resulting from the Securityholder Representative’s gross negligence, fraud, willful misconduct or bad faith. The Company Securityholders shall severally, but not jointly (in accordance with their respective Overall Pro Rata Portions) indemnify the Securityholder Representative and hold the Securityholder Representative harmless against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “ Representative Losses ”) arising out of or in connection with the Securityholder Representative’s execution and performance of this Agreement and any agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence, willful misconduct, fraud or bad faith of the Securityholder Representative, the Securityholder Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence, willful misconduct, fraud or bad faith. If not paid directly to the Securityholder Representative by the Company Securityholders, any such Representative Losses may be recovered by the Securityholder Representative from (i) the funds in the Expense Fund, (ii) the Escrow Fund at such time as remaining amounts would otherwise be distributable to the Company Securityholders, and (iii) from the Total Earnout Consideration at such time as any such amounts would otherwise be distributable to the Company Securityholders; provided, that while this section allows the Securityholder Representative to be paid from the aforementioned sources of funds, this does not relieve the Company Securityholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Securityholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Securityholder Representative be required to advance its own funds on behalf of the Company Securityholders or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of the Company Securityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Securityholder Representative under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Securityholder Representative or the termination of this Agreement.

(c) Notwithstanding anything to the contrary in this Agreement or any Related Agreement, the Securityholder Representative shall only have the power or authority to act regarding matters pertaining to the Company Securityholders as a group and not individually and, shall not have power or authority to treat any particular Company Securityholder in a manner different from any other Company Securityholder (except to the extent expressly contemplated by this Agreement or such Related Agreement) without the particular Company Securityholder’s consent, which will not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Securityholder Representative consenting to all or a portion of an Indemnifiable Matter, the final determination of Final Closing Cash Consideration, or the final determination of Total Earnout Consideration, or entering into a settlement agreement with respect to any of the foregoing, in accordance with the procedures, limitations of liability and Securityholder Representative authority set forth in this Agreement (as of the Agreement Date and as amended in compliance with Section 7.3 ) shall not be deemed to implicate or require the prior written approval of a Company Securityholder pursuant to the previous sentence.

(d) After the Closing, any notice or communication given or received by, and any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, the Securityholder Representative that is within the scope of the Securityholder Representative’s authority under this Agreement shall constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement,

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 81 -

consent, settlement, resolution or instruction of all the Seller Indemnifying Parties and shall be final, binding and conclusive upon each such Seller Indemnifying Party; and each Acquiror Indemnified Party shall be entitled to rely upon any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction as being a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of each and every such Seller Indemnifying Party .

Article IX

General Provisions

9.1 Notices . All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by commercial messenger or international courier service, or mailed by registered or certified mail (return receipt requested) or sent via facsimile or e-mail (with acknowledgment of complete transmission) to the parties at the following addresses; provided , however , that notices sent by mail will not be deemed given until received:

(a) if to Acquiror, Merger Sub or the Surviving Corporation, to:

Quotient Technology Inc.

400 Logue Avenue

Mountain View, California 94043

Attention: Connie Chen

E-mail: legal@quotient.com

with a copy to (which copy shall not constitute notice):

Wilson Sonsini Goodrich & Rosati

Professional Corporation

One Market, Spear Tower, Suite 3300

San Francisco, California 94105

Attention: Denny Kwon and Mark Baudler

E-mail: dkwon@wsgr.com

mbaudler@wsgr.com

(b) if to the Company prior to the Effective Time, to:

Crisp Media, Inc.

545 8th Avenue, 20th Floor

New York, NY 10018

E-mail: jason@crispmobile.com

with a copy (which shall not constitute notice) to:

Reed Smith LLP

10 South Wacker Drive, 40 ^th Floor

Chicago, Illinois 60606

E-mail: MMoore@ReedSmith.com

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 82 -

If prior to July 31, 2017:

Shareholder Representative Services LLC

1614 15th Street, Suite 200

Denver, CO 80202

Attention: Managing Director

Email: deals@srsacquiom.com

Telephone No.: (303) 648-4085

If on or after July 31, 2017:

Shareholder Representative Services LLC

950 17 ^th Street, Suite 1400

Denver, CO 80202

Attention: Managing Director

Email: deals@srsacquiom.com

Telephone No: (303) 648-4085

with a copy (which shall not constitute notice) to:

Meritage Funds

1530 Blake St., Suite 200

Denver, CO 80202

E-mail: jgarrett@meritagefunds.com

Any party hereto may change the address to which notices and other communications hereunder are to be delivered by giving the other parties notice in the manner herein set forth.

9.2 Interpretation . When a reference is made in this Agreement to an Appendix, Exhibit or Schedule, such reference shall be to an Appendix, Exhibit or Schedule to this Agreement unless otherwise indicated. When a reference is made in this Agreement to an Article or a Section, such reference shall be to an Article or a Section of this Agreement unless otherwise indicated. The words “hereof,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” is used in the inclusive sense of “and/or.” The terms “or,” “any” and “either” are not exclusive. When used herein, the words “to the extent” shall be deemed to be followed by the words “but only to the extent.” The words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.” “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute, rule or regulation shall be deemed to refer to such statute, rule or regulation as amended or supplemented from time to time, including through the promulgation of applicable rules or regulations. References to any Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; provided that with respect to any Contract listed on any Schedules hereto, all such amendments, modifications or supplements must also be listed in the appropriate Schedule. References to any Person include the successors and permitted assignees of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. References to one gender include all genders. When used herein, references to “ $ ” or “ dollar ” shall be deemed to be references to dollars of the United States of America. The table of

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 83 -

contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

9.3 Counterparts . This Agreement may be executed in two or more counterparts, each of which when so executed and delivered shall be an original, but all of which shall be considered one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpeg or similar attachment to electronic mail (any such delivery, an “ Electronic Delivery ”) shall be treated in all manners and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party hereto shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent that such defense relates to lack of authenticity.

9.4 Entire Agreement; Parties in Interest . This Agreement, the Appendixes, Exhibits and Schedules hereto, the Disclosure Schedule, the Related Agreements, the Confidential Disclosure Agreement and the documents and instruments and other agreements among the parties hereto referenced herein constitute the entire agreement among the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings both written and oral, among the parties with respect to the subject matter hereof, and are not intended to confer upon any other Person any rights or remedies hereunder (except that Section 5.16 is intended to benefit the Company Indemnified Parties and Article VIII is intended to benefit Indemnified Parties).

9.5 Assignment . Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise by any of the parties hereto without the prior written consent of the other parties hereto, and any such assignment without such prior written consent shall be null and void. Notwithstanding the foregoing, (i) Acquiror may assign this Agreement and any of its rights, interests or obligations hereunder, in connection with a merger, acquisition, sale of all or substantially all of its assets or other change in control transaction, (ii) Acquiror may assign its rights and delegate its obligations hereunder to its Affiliates as long as Acquiror remains ultimately liable for all of Acquiror’s obligations hereunder, and (iii ) Acquiror may collaterally assign any of its rights, but not its obligations, under this Agreement to any of its financing sources; provided , however , that no such assignment shall relieve Acquiror of any of its obligations hereunder.

9.6 Severability . In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement shall continue in full force and effect and shall be interpreted so as reasonably to effect the intent of the parties hereto. The parties hereto shall use all reasonable efforts to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that shall achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

9.7 Specific Performance and Other Remedies .

(a) The parties to this Agreement agree that, in the event of any breach or threatened breach by the other party or parties hereto, any Company Securityholder or the Securityholder Representative of any covenant, obligation or other agreement set forth in this Agreement or any Related Agreement, as the case may be, (i) each party shall be entitled, without any proof of actual damages (and in addition to any other remedy that may be available to it), to an Order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other agreement

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 84 -

and an injunction preventing or restraining such breach or threatened breach, and (ii) no party hereto shall be required to provide or post any bond or other security or collateral in connection with any such Order or injunction or in connection with any related action or legal proceeding.

(b) Any and all remedies herein expressly conferred herein upon a party hereto shall be deemed to be cumulative with, and not exclusive of, any other remedy conferred hereby, or by law or in equity upon such party, and the exercise by a party hereto of any one remedy will not preclude the exercise of any other remedy.

(c) The liability of any Person under Article VIII will be in addition to, and not exclusive of, any other liability that such Person may have at law or in equity based on (i) such Person’s fraudulent acts or omissions or willful breach or intentional misrepresentation or (ii) any other fraudulent acts or omissions or willful breach or intentional misrepresentation of which such Person had actual knowledge.

9.8 Governing Law . This Agreement shall be governed by and construed in accordance with the Legal Requirements of the State of Delaware without reference to such state’s principles of conflicts of law. Subject to the terms of Section 8.7 hereof, each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (or, in the case of a federal claim as to which federal courts have exclusive jurisdiction, the United States District Court for the District of Delaware) and to the appellate courts therefrom in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the Legal Requirements of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process. Subject to the terms of Section 8.7 hereof, each party agrees not to commence any legal proceedings related hereto except in such courts.

9.9 Rules of Construction . The parties hereto have been represented by counsel during the negotiation, preparation and execution of this Agreement and, therefore, hereby waive, with respect to this Agreement, each Schedule, each Appendix and each Exhibit attached hereto, the application of any Legal Requirement or rule of construction providing that ambiguities in an agreement or other document shall be construed against the party drafting such agreement or document.

9.10 WAIVER OF JURY TRIAL . EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, THE RELATED AGREEMENTS, THE MERGER OR THE OTHER TRANSACTIONS, OR THE ACTIONS OF ANY PERSON ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THE NEGOTIATION, ADMINISTRATION, EXECUTION, DELIVERY, PERFORMANCE OR ENFORCEMENT OF THIS AGREEMENT OR THE RELATED AGREEMENTS.

9.11 PRIVILEGE . Acquiror, for itself and its Affiliates, and its and its Affiliates’ respective successors and assigns, hereby irrevocably and unconditionally acknowledges and agrees that, all attorney-client privileged communications between the Company Securityholders, the Company and their respective current or former Affiliates or Representatives, on the one hand, and their counsel, including Reed Smith LLP, on the other hand, made before the consummation of the Closing in connection with the negotiation, preparation, execution, delivery of this Agreement and any Related Agreement and the Closing, or any dispute concerning such matters, which, immediately before the Closing, would be deemed to be privileged communications and would not be subject to disclosure to Acquiror (or would otherwise not be disclosable to Acquiror without losing any such right of privilege) in connection with

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 85 -

any dispute or otherwise, shall continue after the Closing to be privileged communications with such counsel and neither Acquiror nor any of its former or current Affiliates or Representatives nor any Person purporting to act on behalf of or through Acquiror or any of its current of former Affiliates or Representatives, shall seek to obtain the same in connection with such dispute by any process on the grounds that the privilege attaching to such communications belongs to Acquiror or the Company, or on any other grounds.

[ Signature Page Next ]

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

- 86 -

IN WITNESS WHEREOF, Acquiror, Merger Sub, the Company and the Securityholder Representative have each caused this Agreement to be executed and delivered individually or by their respective officers thereunto duly authorized, all as of the date first written above.


QUOTIENT TECHNOLOGY INC.

By:	/s/ Mir Aamir
Name:	Mir Aamir
Title:	President and Chief Operating Officer


Carrot Merger Sub, Inc .

By:	/s/ Ron J. Fior
Name:	Ron J. Fior
Title:	President

[Agreement and Plan of Merger]



CRISP MEDIA,INC.

By:	/s/ Jason Young
Name:	Jason Young
Title:	Chief Executive Officer

[Agreement and Plan of Merger]



Shareholder Representative Services LLC, solely in its capacity as Securityholder Representative

By:	/s/ W. Paul Koening
Name:	W. Paul Koening
Title:	Managing Director

[Agreement and Plan of Merger]

APPENDIX A
DEFINED TERMS

“ Accredited Cash Pool ” means an amount of cash equal to (i) the Total Closing Cash Consideration, minus (ii) (a) the Series A-1 Liquidation Preference, multiplied by (b) the aggregate number of shares of Series A-1 Preferred Stock issued and outstanding immediately prior to the Effective Time that are held by Unaccredited Investors, minus (iii) (a) the Per Share Series A-2 Closing Consideration, multiplied by (b) the aggregate number of shares of Series A-2 Preferred Stock issued and outstanding immediately prior to the Effective Time that are held by a Unaccredited Investors, minus (iv) (a) the Per KERP Unit Closing Consideration, multiplied by (b) the aggregate number of Company KERP Bonus Units granted and outstanding (and not previously forfeited) immediately prior to the Effective Time that are held by an Unaccredited Investor, minus (v) the aggregate Company Board Plan Closing Consideration corresponding to all Company Board Plan Awards granted and outstanding (and not previously forfeited) as of immediately prior to the Effective Time that are held by Unaccredited Investors, minus (vi) (a) the Series A-1 Liquidation Preference, multiplied by (b) the aggregate number of shares of Series A-1 Preferred Stock underlying Company A-1 Warrants outstanding and unexercised immediately prior to the Effective Time that are held by Unaccredited Investors.

“ Accredited Cash Ratio ” means that fraction equal to (i) the Accredited Cash Pool, divided by (ii) the sum of (a) the Accredited Cash Pool, plus (b) the Total Stock Consideration Value.

“ Accredited Investor ” means a Company Securityholder who completes and delivers to Acquiror an Accredited Investor Questionnaire in form and substance satisfactory to Acquiror certifying that such Company Securityholder is an “accredited investor” as set forth therein, or who Acquiror in its sole discretion determines to be an “accredited investor” (as such term is defined in Rule 501(a) under the Securities Act.

“ Accredited Stock Ratio ” means that fraction equal to (i) the Total Stock Consideration Value, divided by (ii) the sum of (a) the Accredited Cash Pool, plus (b) the Total Stock Consideration Value.

“ Action ” means any action, suit , claim, complaint, litigation, investigation, audit, legal proceeding, arbitration or other similar dispute.

“ Acquiror Common Stock ” means the common stock of Acquiror, par value of $0.00001 per share. For all purposes under this Agreement (including Article I and Article VIII ), the Acquiror Common Stock issued pursuant to this Agreement will be valued at the Acquiror Trading Price.

“ Acquiror Restated Certificate ” means Acquiror’s Amended and Restated Certificate of Incorporation, as may hereinafter be amended.

“ Acquiror Trading Price ” means $11.036165 (as adjusted as appropriate to reflect any stock splits, stock dividends, combinations, reorganizations, reclassifications or similar events).

“ Affiliate ” of any Person means another Person that directly or indirectly through one of more intermediaries controls, is controlled by or is under common control with, such first Person.

“ Behavioral Data ” means data collected from an internet protocol address, web beacon, pixel tag, ad tag, cookie, local storage object, software, or by any other means, or from a particular computer, internet browser, mobile telephone, or other device or application, where such data (i) relates to internet viewing, interaction with content or users, or other activities; or (ii) is or may be used to identify, locate or contact an individual or device or application, to predict or infer the preferences, interests, or other

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

A-1

characteristics of the device or application or of a user of such device or application, or to target advertisements or other content to a device or application, or to a user of such device or application.

“ Business ” means all of the operations and activities of the Company and the Company Subsidiaries prior to the Closing Date, as operated after the Closing Date by the Surviving Corporation or Acquiror or any of its Affiliates.

“ Business Day ” means a day (a) other than Saturday or Sunday and (b) on which commercial banks are open for business in San Francisco, California.

[***]

“ Change in Control Payments ” means (i) any bonus, severance, termination, change in control, transaction, retention, profit-sharing or other similar compensation, benefits or payments to any Person (including payments with either “single-trigger” or “double-trigger” provisions), (ii) any increase of any benefits otherwise payable by the Company or any Company Subsidiary, and (iii) any obligations under WARN or any similar state or local Legal Requirement, in each case of the foregoing clauses (i) through (iii), which are or may become payable by or on behalf of Acquiror, the Company or any Company Subsidiary in connection with the execution and delivery of this Agreement, the consummation of the Merger or any of the other transactions contemplated hereby or by the Company Related Agreements, or as a result of any Company Employee not accepting an offer of employment from Acquiror or one of its Subsidiaries such that he or she was employed by the applicable Person as of immediately following the Effective Time (in each case, either alone or in connection with any other event, contingent or otherwise, or the passage of time), whether payable hereunder, under any Contract or Company Employee Plan, or under any other plan, policy, agreement or arrangement; provided , however , Change in Control Payments shall exclude (a) any compensation, benefits, restricted stock units or other compensatory payments to Continuing Employees pursuant to their respective employment arrangements with Acquiror or any post-Closing changes made with the consent of Acquiror or at Acquiror’s direction, to the Company’s or any Company Subsidiary’s benefit plans, and (b) any payments to be made to Company KERP Participants and Company Board Plan Participants in accordance with Section 1.8(d) .

“ Change of Control ” the consummation of one or a series of related transactions effecting: (i) the acquisition by a Person (other than Acquiror or any of its Affiliates) of at least a majority of the outstanding voting power of Acquiror or the Surviving Corporation (by means of any stock acquisition, merger or similar transaction); or (ii) the sale to a Person (other than Acquiror or any of its Affiliates) of all or substantially all of the assets of Acquiror or the Surviving Corporation; provided , that, for the avoidance of doubt, “Change of Control” shall not include any internal reorganization or other similar corporate restructuring of Acquiror or any of its Subsidiaries.

“ Closing Cash ” means, without duplication, (i) the aggregate amount of all cash and cash equivalents held by the Company and the Company Subsidiaries, whether on hand or in deposit, checking, brokerage or other accounts of, or in any safety deposit box or other physical storage device provided by, a financial institution, in each case to the extent constituting “cash and cash equivalents” under GAAP, plus , (ii) to the extent not already reflected in cash and cash equivalents, the aggregate amount of all un-cleared deposits of the Company, minus (iii) the aggregate amount of cash needed to fund checks, drafts, draws and any electronic disbursements written or ordered by the Company or any Company Subsidiary but not cleared prior to the Closing (including in respect of any repayment of Unpaid Liabilities to be made by the Company prior to the Closing); provided , however , that other than sixty-one thousand twenty-three dollars and forty-eight cents ($61,023.48) in security deposits for the Company’s and the Company Subsidiaries’ leased property, Closing Cash shall not include (a) any cash or cash equivalents subject to any legal or contractual restriction on the ability to transfer or use such cash

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

A-2

or cash equivalents for any lawful purpose, including security deposits, collateral reserve accounts, escrow accounts, custodial accounts, and other similar restricted cash or cash equivalents, (b) pre-payments from customers (which shall be included in the calculation of “Net Working Capital”), or (c) deposits from customers for Contracts with respect to which the Company or a Company Subsidiary has not completed performance (which shall be included in the calculation of “Net Working Capital”).

“ Closing Indebtedness ” means the aggregate amount of all Company Indebtedness that has not been repaid by, or on behalf of, the Company or any of its Subsidiaries prior to, or concurrently with, the Closing.

“ Closing Pro Rata Portion ” means, with respect to a particular Company Preferred Holder, an amount equal to the quotient obtained by dividing (i) the aggregate value of the Total Closing Cash Consideration and Total Stock Consideration payable to such Person in accordance with Sections 1.8(a) , 1.8(b) , and 1.8(c) (including amounts contributed to the Escrow Fund and the Expense Fund) by (ii) the aggregate value of the Total Closing Cash Consideration and Total Stock Consideration payable to all Company Preferred Holders in accordance with Sections 1.8(a) , 1.8(b) , and 1.8(c) (including amounts contributed to the Escrow Fund and the Expense Fund).

“ COBRA ” means the Consolidated Omnibus Budget Reconciliation Act of 1985.

“ Code ” means the United States Internal Revenue Code of 1986.

“Company 401(k) Plan” shall mean a defined contribution plan that is sponsored by the Company or one of its ERISA Affiliates that is qualified under Section 401(a) of the Code and that includes a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code.

“ Company Board ” means the board of directors of the Company.

“ Company Board Plan ” means the Company’s Board Transaction Bonus Plan, effective as of October 29, 2014, as amended.

“ Company Board Plan Award ” means, with respect to a Company Board Plan Participant, an amount of cash equal to (i) five thousand dollars ($5,000), multiplied by (ii) that number of fiscal year quarters that such Person has served as a member of the Company Board; provided , however , that, if the foregoing calculation of “Company Board Plan Award” results in an amount in excess of one-hundred thousand dollars ($100,000), then “Company Board Plan Award” shall be equal to one-hundred thousand dollars ($100,000); provided , further , that if such Company Board Plan Participant is the Chairman of the Company Board as of the immediately prior to the Closing, then the amount in clause (i) of this definition shall be ten thousand dollars ($10,000).

“ Company Board Plan Award Closing Consideration ” means, with respect to a Company Board Plan Participant, that amount of cash equal to (i) that Person’s Company Board Plan Award, multiplied by (ii) the Second Priority Residual Ratio.

“ Company Board Plan Award (Accredited) Cash Consideration ” means an amount of cash equal to (i) the Company Board Plan Award Closing Consideration, multiplied by (b) the Accredited Cash Ratio.

“ Company Board Plan Award (Accredited) Stock Consideration ” means that number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) the product of (a) the Company

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

A-3

Board Plan Award Closing Consideration, multiplied by (b) the Accredited Stock Ratio, by (ii) the Acquiror Trading Price.

“ Company Board Plan Participant ” means a Person to whom Company Board Plan Awards have been granted under the Company Board Plan.

“ Company Capital Stock ” means the Company Preferred Stock and Company Common Stock.

“ Company Closing Statement ” means a statement, in form and substance reasonably satisfactory to Acquiror, setting forth in reasonable detail: (i) the Company’s unaudited balance sheet as of the Closing Date immediately prior to and before giving effect to the Closing, which shall be prepared in accordance with GAAP and consistent with the internal accounting standards, policies and principles of the Company, in each case, as used in the preparation of the Company Financial Statements for fiscal year ended June 30, 2016; (ii) the Net Working Capital Amount, including an itemized list of each asset and liability reflected therein, and each other element of the Net Working Capital; (iii) the Total Closing Cash Consideration and each of the components and sub-components thereof; (iv) the Total Stock Consideration and each of the components and sub-components thereof; (iv) the Total Consideration, calculated assuming that (a) Total Earnout Consideration is equal to zero dollars ($0), and (b) Total Earnout Consideration is equal to nineteen million five-hundred thousand dollars ($19,500,000); (v) Per Share Series A-1 (Accredited) Closing Cash Consideration, Per Share Series A-1 (Accredited) Stock Consideration, the Series A-2 Liquidation Preference, the Per Share Series A-2 (Accredited) Cash Consideration, Per Share Series A-2 (Accredited) Stock Consideration, the Per KERP Unit Consideration, the Per KERP Unit (Accredited) Cash Consideration, the Per KERP Unit (Accredited) Stock Consideration, the Company Board Plan Awards, the Company Board Plan Award (Accredited) Cash Consideration, and the Company Board Plan Award (Accredited) Stock Consideration, and the Per Share Total Earnout Consideration (calculated assuming that Total Earnout Consideration is equal to nineteen million five-hundred thousand dollars ($19,500,000)); (vi) the Series A-1 Liquidation Preference, the Series A-2 Liquidation Preference, the Series A-1 Aggregate Liquidation Preference, the Series A-2 Aggregate Liquidation Preference, and Second Priority Residual Amount; (vii) each Company Board Plan Participant and the number of fiscal year quarters that such Person has served as a member of the Company Board as of immediately prior to the Closing; (viii) the Unaccredited Ratio, the Accredited Cash Ratio, the Accredited Stock Ratio, and the Second Priority Residual Ratio; (ix) the Escrow Cash and the Escrow Stock; and (x) all Transaction Expenses (except to the extent such Transaction Expense is a Listed Transaction Expense), and the Change in Control Payments incurred or anticipated to be incurred by or on behalf of the Company or any Company Subsidiary (including any Change in Control Payments anticipated to be incurred after the Closing), including an indication as to whether such amounts have been or will be paid by the Company prior to the Closing and those that will be paid concurrently with the Closing. The Company Closing Statement shall be certified as complete and correct by the Chief Executive Officer and Chief Financial Officer of the Company as of the Closing Date and delivered together with documentation reasonably satisfactory to Acquiror in support of the information, amounts, and calculations set forth therein.

“ Company Common Stock ” means the Common Stock, $0.01 par value per share, of the Company.

“ Company Employee ” means any current or former employee, consultant or independent contractor, consultant , officer or director of the Company, a Company Subsidiary, or any ERISA Affiliate, or Person engaged by the Company or a Company Subsidiary through a third party agency.

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

A-4

“ Company Employee Agreement ” means each management, employment, retention, change in control, severance, Tax gross-up, consulting, relocation, repatriation or expatriation agreement or other similar Contract between the Company or any Company Subsidiary and any Company Employee.

“ Company Employee Plan ” has the meaning set forth in Section 2.18(a) .

“ Company Indebtedness ” means the aggregate amount of all Indebtedness of the Company and the Company Subsidiaries as of the particular date or time specified by the context.

“ Company KERP ” means the Company’s Second Amended and Restated Key Employee Retention Plan, effective as of October 29, 2014, as amended.

“ Company KERP Bonus Pool ” means that amount equal to (i) the Second Priority Residual Amount, multiplied by (ii) 20%; provided , however , that, if the foregoing calculation of “Company KERP Bonus Pool” exceeds four million dollars ($4,000,000), then “ Company KERP Bonus Pool ” shall mean four million dollars ($4,000,000).

“ Company KERP Bonus Unit ” means each Bonus Unit (as defined in the Company KERP), whether vested or unvested.

“ Company KERP Participant ” means each Person to whom a Company KERP Bonus Unit has been granted under the Company KERP.

“ Company Material Adverse Effect ” means any change, event, act, condition, failure, violation, inaccuracy, circumstance or effect (any such item, an “ Effect ”), individually or when taken together with all other Effects that have occurred prior to the date of determination of the occurrence of the Company Material Adverse Effect , that is or is reasonably likely to (i) materially impede the authority of the Company to consummate the transactions contemplated by this Agreement in accordance with the terms hereof and Legal Requirements, or (ii) be materially adverse to the business, assets (including intangible assets), liabilities, capitalization, financial condition or results of operations of the Company and the Company Subsidiaries taken as a whole, provided , however , that no such Effect shall be deemed to constitute, in and of itself, or be taken into account in determining whether there has been or will be a Company Material Adverse Effect to the extent resulting from any of the following: (a) changes or conditions affecting the industry in which the Company operates generally, or economic or political conditions or financial markets generally; (b) the announcement of this Agreement (other than any Conflict with (x) any provision of the Charter Documents or the Subsidiary Charter Documents, as amended, (y) any Contract to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets (whether tangible or intangible) are bound, or (z) any Legal Requirement applicable to the Company or any Company Subsidiary or any of their respective properties or assets (whether tangible or intangible)); (c) any failure by the Company to meet its internal budgets, plans or forecasts of its financial performance (but, in each case, not the underlying cause of such failure or the effects therefrom); (d) changes in the trading price of Acquiror Common Stock; or (e) natural disasters, acts of war, armed hostility or terrorism, provided that such Effects referenced in clauses (a) and (e) do not, individually or when taken together with all other such Effects, have a disproportionate or unique effect on the Company or any Company Subsidiary.

“ Company Option ” means an option to purchase Company Capital Stock granted pursuant to the Company Option Plans or granted outside of the Company Option Plans to any Person.

“ Company Optionholders ” means the holders of Company Options.

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

A-5

“ Company Option Plans ” means the Crisp Media, Inc. Stock Incentive Plan effective March 7, 2014, and the Crisp Media, Inc. Amended and Restated 2000 Stock Incentive Plan.

“ Company Participating Holder ” means each Company Securityholder other than the Board Plan Participants.

“ Company Preferred Holders ” means the holders of the Series A-1 Preferred Stock, Series A-2 Preferred Stock, and Company A-1 Warrants.

“ Company Preferred Stock ” means the Series A-1 Preferred Stock and the Series A-2 Preferred Stock.

“ Company Privacy Policy ” means each external or internal, past or present privacy policy or representation, obligation, or promise of the Company or any Company Subsidiary relating to privacy, data security, or the collection, interception, obtainment, compilation, creation, retention, storage, security, disclosure, transfer, disposal, use, and other processing of any Covered Data.

“ Company Product Data ” means (i) all data and content uploaded or otherwise provided by or for customers or users (or their respective customers or users) of the Company or the Company Subsidiaries to, or stored by or for customers or users (or their respective customers or users) of the Company or any of its Subsidiaries on, the Company Products; (ii) all data and content created, compiled, inferred, derived, or otherwise collected or obtained by or for the Company Products or by or for the Company or any Company Subsidiary in its provision or operation of the Company Products; and (iii) data and content compiled, inferred, or derived directly or indirectly from any of the data and content described in subclauses (i) and (ii) above.

“ Company Related Agreements ” means the Key Employee Agreements, the Non-Competition Agreements, the Joinder Agreements, the Director and Officer Resignation Letters, the Registration Rights Agreement and the Escrow Agreement, and all other agreements and certificates entered into by the Company or any of the Company Securityholders in connection with this Agreement and the transactions contemplated hereby.

“ Company Securities ” means the Company Capital Stock, the Company Options, the Company Warrants, the Company KERP Bonus Units, the Company Board Plan Awards, and any other Equity Interests of the Company.

“ Company Securityholders ” means the Company Stockholders, Company Optionholders, Company Warrantholders, the Company KERP Participants, and the Company Board Plan Participants.

“ Company Stockholder Agreement ” means that certain Third Amended and Restated Stockholders Agreement, dated as of July 24, 2014, by and among the Company, Meritage Private Equity Fund II, L.P., Meritage Private Equity Fund II-PA, L.P., Meritage Private Equity Fund II-PB, L.P., Meritage Entrepreneurs Fund II, L.P., Intel Capital Corporation, EDB Investments Pte. Ltd., the other holders of Company Preferred Stock identified as “Investors” on the Schedule of Investors attached thereto, the holders of the Company Common Stock identified as “Existing Stockholders” on the Schedule of Existing Stockholders attached thereto, and the members of the Company’s management identified as “Management Holders” on the Schedule of Management Holders attached thereto.

“ Company Stockholders ” means the holders of Company Capital Stock.

“ Company Subsidiary ” means any Subsidiary of the Company.

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

A-6

“ Company Support Stockholders ” means each of the Company Stockholders set forth on Schedule A1 .

“ Company Warrant ” means any warrant to purchase or otherwise acquire shares of Company Capital Stock, including the Company A-1 Warrants and the Company Common Warrants.

“ Company Warrantholders ” means the holders of Company Warrants.

“ Competition Law ” means any merger control or similar Legal Requirement that is applicable to the Merger and the other Transactions.

“ Continuing Employee ” means any Company Employee as of immediately prior to the Effective Time who accepts an offer of employment from Acquiror or one of its Subsidiaries (including the Surviving Corporation) , and becomes an employee of Acquiror or one of its Subsidiaries (including the Surviving Corporation), as of immediately following the Effective Time, including, for the avoidance of doubt, each Key Employee.

“ Contract ” means any written or oral contract, agreement, instrument, commitment, undertaking, or understanding of any nature (including leases, licenses, mortgages, notes, guarantees, sublicenses, subcontracts, letters of intent and purchase orders), whether formal or informal.

“ Covered Data ” means Behavioral Data, Company Product Data, and Personal Data.

“ Delaware Law ” means the General Corporation Law of the State of Delaware.

“ Dissenting Shares ” means any shares of Company Capital Stock that are issued and outstanding immediately prior to the Effective Time and in respect of which the holder thereof has properly demanded appraisal or dissenters’ rights in accordance with Delaware Law in connection with the Merger, and who has not effectively withdrawn or lost such holder’s appraisal or dissenters’ rights under Delaware Law.

“ Distribution Rule ” means, with respect to a distribution from the Escrow Fund, that (i) the cash to be distributed from the Escrow Fund at the applicable time is equal to (a) the Unaccredited Ratio, multiplied by , (b) the total amount to be distributed at such time, and (ii) the value of the shares of Acquiror Common Stock to be distributed from the Escrow Fund at such time is equal to (a) 1 minus the Unaccredited Ratio, multiplied by (b) the total amount to be distributed at such time.

“ Earnout Participation Number ” means, without duplication, the aggregate number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, calculated assuming (i) full acceleration, exercise, exchange or conversion of all Company Options and Company Warrants (and any other securities or rights (whether vested or unvested and including any commitments to grant Company Options or Company Warrants, or any other convertible securities or rights of the Company set forth in any offer letter or other agreement (whether written or oral) or otherwise) that are convertible into, exercisable for or exchangeable for, shares of Company Capital Stock) that are outstanding and unexercised immediately prior to the Effective Time (in each case, other than Out-of-the-Money Company Options and Out-of-the-Money Company Common Warrants), and (ii) full conversion or exchange of each share of Series A-1 Preferred Stock, including those issuable upon acceleration, exercise, exchange, or conversion of Company A-1 Warrants, into shares of Company Common Stock. For the avoidance of doubt, “Earnout Participation Number” shall not include, directly or indirectly, any shares of Series A-2 Preferred Stock.

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

A-7

“ Earnout Period ” means the period commencing on and including the first day of the first full month following the Closing Date and ending on and including the day immediately prior to the one (1) year anniversary of such date.

“ Encumbrance ” means any lien, pledge, hypothecation, charge, claim, mortgage, security interest, encumbrance, or similar restriction.

“ Equity Interests ” means, with respect to any Person, (i) any share of capital stock of, or other ownership, membership, partnership, joint venture or equity interest in, such Person, (ii) any indebtedness, securities, options, warrants, call, subscription or other rights of, or granted by, such Person or any of its Affiliates that are convertible into, or are exercisable or exchangeable for, or giving any Person any right to acquire any such share of capital stock or other ownership, partnership, joint venture or equity interest, in all cases, whether vested or unvested, (iii) any stock appreciation right, phantom stock, interest in the ownership or earnings of such Person or other equity equivalent or equity-based award or right, or (iv) any Indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which any holder of securities of such Person may vote .

“ Equityholder Matters ” means any claim by any current, former or purported Company Securityholder or other securityholder of the Company or any Company Subsidiary, or any other Person, asserting, alleging or seeking to assert rights with respect to or in connection with any Equity Interest, Company KERP Bonus Unit, or Company Board Plan Award, including any claim asserted, based upon or related to (i) the ownership or rights to ownership of any Equity Interests, Company KERP Bonus Unit, or Company Board Plan Award, (ii) any rights of a securityholder of the Company or any Company Subsidiary, including any rights to securities, antidilution protections, preemptive rights, rights of first offer or first refusal or rights to notice or to vote securities of the Company or any Company Subsidiary, (iii) any rights under the Charter Documents or the Subsidiary Charter Documents, or the Company Option Plans , Company KERP or Company Board Plan, (iv) any actual or alleged breaches of fiduciary duty by any current or former directors or officers of the Company or any Company Subsidiary, (v) the Merger or any other transactions contemplated by this Agreement or any Company Related Agreement to which the Company is a party, including any inaccuracy in the Spreadsheet, (vi) any claim that such Person’s securities were wrongfully issued or repurchased by the Company or any Company Subsidiary, or (vii) any Dissenting Share Payments, except, in each case, for the right following the Closing and in compliance with the terms of this Agreement of a Company Securityholder to receive such Person’s portion of the Total Consideration as provided herein and set forth on the Spreadsheet.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ ERISA Affiliate ” means any entity (whether or not incorporated) other than the Company that is (or at any relevant time was) a member of a “controlled group of corporations” with, under common control with, or a member of an “affiliated service group” with, the Company under Section 414(b), (c), (m) or (o) of the Code.

“ Escrow Agent ” means SunTrust Bank or another institution acceptable to Acquiror and the Securityholder Representative, and any successor escrow agent appointed pursuant to the Escrow Agreement.

“ Escrow Agreement ” means the Escrow Agreement, by and among Acquiror, the Securityholder Representative and the Escrow Agent, executed and delivered in connection with this Agreement.

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

A-8

“ Escrow Amount ” means an amount of cash and shares of Acquiror Common Stock having an aggregate value of three million three hundred thousand dollars ($3,300,000), which shall be comprised of the Escrow Cash and the Escrow Stock.

“ Escrow Cash ” means an amount of cash equal to (i) three million three hundred thousand dollars ($3,300,000), multiplied by (ii) the Unaccredited Ratio.

“ Escrow Stock ” means that number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (a) three million three hundred thousand dollars ($3,300,000), minus (b) the Escrow Cash, by (ii) the Acquiror Trading Price.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Form S-3 ” means a registration statement on Form S-3 promulgated by the SEC under the Securities Act, as such form is in effect on the Closing Date, or any successor or replacement form of registration statement promulgated by the SEC under the Securities Act from and after the Agreement Date, in any such case which similarly permits inclusion or incorporation of substantial information by reference to other documents filed by Acquiror with the SEC.

“ GAAP ” means United States generally accepted accounting principles consistently applied.

[***]

“ Governmental Entity ” means any supranational, national, state, municipal, local or foreign government, or any court, tribunal, arbitrator, administrative agency, commission or other governmental official, authority or instrumentality , in each case whether domestic or foreign, any stock exchange or similar self-regulatory organization or any quasi-governmental or private body exercising any regulatory, Taxing or other governmental or quasi-governmental authority.

“ Gross Revenue ” means the gross revenue recognized during the Earnout Period for the Business, as recognized in accordance with GAAP and consistent with the internal accounting standards, policies and principles of the Company , in each case, as used in the preparation of the Company Financial Statements for fiscal year ended June 30, 2016. For the avoidance of doubt, Gross Revenue shall include all revenue recognized during the Earnout Period from (i) sales generated by the Business, Acquiror or Acquiror ’s Affiliates and Subsidiaries that are fulfilled by the Business , or (ii) sales generated by the Business that are fulfilled by Acquiror or Acquiror’s Affiliates and Subsidiaries.

“ Hazardous Material ” means any substance that has been designated by any Governmental Entity or by applicable Legal Requirement to be radioactive, toxic, hazardous or otherwise a danger to health, reproduction or the environment, including PCBs, asbestos, petroleum, and urea-formaldehyde and all substances listed as hazardous substances pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, or defined as a hazardous waste pursuant to the United States Resource Conservation and Recovery Act of 1976.

“ HIPAA ” means the Health Insurance Portability and Accountability Act of 1996.

“ Indebtedness ” of any Person means, without duplication, as of any specified date, whether or not due and payable: (i) all indebtedness or other obligations or liabilities of such Person (a) for borrowed money, whether current or funded, secured or unsecured, (b) evidenced by bonds, debentures, notes or similar instruments (whether or not convertible) or arising under indentures, and (c) in respect of mandatorily redeemable or purchasable share capital or securities convertible into share capital; (ii) all

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

A-9

liabilities of such Person for the deferred purchase price of property or services (including any potential future earn-out, purchase price adjustment, releases of “holdbacks” or similar contingent payments), which are required to be classified and accounted for under GAAP as liabilities (other than ordinary course trade payables); (iii) all liabilities of such Person in respect of any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which are, and to the extent, required to be classified and accounted for under GAAP as capital leases; (iv) all liabilities of such Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance, guarantee, surety, performance, or appeal bond, or similar credit transaction; (v) all guarantees by such Person of any indebtedness or other obligations or liabilities of a third party of a nature similar to the items described in clauses (i) through (iv) above, to the extent of the indebtedness or other obligation or liability guaranteed; (vi) the aggregate amount of all accrued interest payable with respect to any of the items described in clauses (i) through (v) above; and (vii) the aggregate amount of all prepayment premiums, penalties, breakage costs, “make whole amounts,” costs, expenses and other payment obligations that would arise if any or all of the items described in clauses (i) through (vi) above were prepaid, extinguished, unwound and settled in full as of such specified date.

“ International Employee Plan ” means each Company Employee Plan or Company Employee Agreement that is subject to the Legal Requirements of any jurisdiction outside the United States or provides compensation or benefits to any Employee who performs services outside the United States.

“ Key Employees ” means Jason Young, Xavier Facon, Tom Jones, Stacey Hafers, Joseph Riley, Balaji Ravindran, Risa Crandall, James Selden, and Stephen Sutton.

“ knowledge ” means, with respect to the Company, the actual knowledge of any of the Key Employees.

“ Legal Requirements ” means any federal, state, foreign, local, municipal or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, Order, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity of competent jurisdiction.

“ made available ” means, with respect to any material, document, or information, that a copy of such material, document, or information has, on or before 6:00 p.m. (Pacific Time) on the date that is two (2) Business Days prior to the Agreement Date, been posted and made accessible to Acquiror to the electronic data room maintained by the Company in connection with the transactions contemplated hereby at Intralinks; provided that , the Sale Incentive Agreements for each of Xavier Facon and Stacey Hafers delivered to Acquiror on the Agreement Date shall be deemed “made available” for purposes of this Agreement.

“ Net Working Capital ” means that amount equal to (a) the sum of all of the consolidated current assets of the Company and the Company Subsidiaries (each as defined by and determined in accordance GAAP and consistent with the internal accounting standards, policies and principles of the Company, in each case, as used in the preparation of the Company Financial Statements for fiscal year ended June 30, 2016), net of any applicable allowances or reserves and determined as of the Closing Date immediately prior to, and before giving effect to, the Closing, minus (b) the consolidated current liabilities of the Company and the Company Subsidiaries (each as defined by and determined in accordance GAAP and consistent with the internal accounting standards, policies and principles of the Company, in each case, as used in the preparation of the Company Financial Statements for fiscal year ended June 30, 2016), which shall include, for the avoidance of doubt, all Unpaid Pre-Closing Taxes and all liabilities or other obligations of the Company or the Company Subsidiaries with respect to benefits or compensation owing to any Company Employee, in each case, even if such liabilities were not accrued on the consolidated

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

A-10

balance sheet of the Company and the Company Subsidiaries as of the Closing due to application of such accounting practices and policies so long as such liabilities would have accrued on such consolidated balance sheet at the end of the calendar month in which the Closing occurs in accordance with such accounting practices and policies . Notwithstanding the foregoing, (x) the amount calculated pursuant to clause (a) of the preceding sentence shall not include any Closing Cash (or any of the cash, cash equivalents, or other items that are specifically excluded in the definition of “Closing Cash”) or deferred Tax assets other than prepaid Taxes , and (y) the amount calculated pursuant to clause (b) of the preceding sentence shall not include any Unpaid Liabilities.

“ Net Working Capital Amount ” means the calculation of Net Working Capital, calculated consistent with the internal accounting standards, policies and principles of the Company, in each case, as used in the preparation of the Company Financial Statements for fiscal year ended June 30, 2016.

“ Net Working Capital Shortfall ” means the amount (if any) by which the Net Working Capital Amount estimated pursuant to Section 5.12(a) is less than the Target Net Working Capital (it being understood that if the Net Working Capital Amount is greater than or equal to the Target Working Capital, the Net Working Capital Shortfall shall be $0).

“ Net Working Capital Surplus ” means the amount (if any) by which the Net Working Capital Amount estimated pursuant to Section 5.12(a) is greater than the Target Net Working Capital (it being understood that if the Net Working Capital Amount is less than or equal to the Target Net Working Capital, the Net Working Capital Surplus shall be $0).

“ Order ” means any judgment, writ, decree, stipulation, determination, decision, award, rule, preliminary or permanent injunction, temporary restraining order or other order of any Governmental Entity or arbitrator.

“ Out-of-the-Money Company Common Warrants ” means each Company Common Warrant with a per share exercise price equal to or greater than the Per Share Residual Total Earnout Consideration (if any).

“ Out-of-the-Money Company Options ” means each Company Option with a per share exercise price equal to or greater than the Per Share Residual Total Earnout Consideration (if any).

“ Overall Pro Rata Portion ” means, with respect to a particular Indemnifying Party, an amount equal to the quotient obtained by dividing (i) the aggregate value of the Total Closing Cash Consideration and Total Stock Consideration and, after its determination in accordance with Section 1.10(a) , the Total Earnout Consideration payable to such Person in accordance with Section 1.8 (including amounts contributed to the Escrow Fund and the Expense Fund and without giving effect to any set-off against the Total Earnout Consideration) by (ii) the aggregate value of the Total Closing Cash Consideration and Total Stock Consideration and, after its determination in accordance with Section 1.10(a) , the Total Earnout Consideration payable to all Indemnifying Parties in accordance with Section 1.8 (including amounts contributed to the Escrow Fund and the Expense Fund and without giving effect to any set-off against the Total Earnout Consideration).

“ Payments Agreement ” means the Payments and Exchange Administration Agreement, by and among Acquiror, the Securityholder Representative and the Exchange Administrator, executed and delivered in connection with this Agreement.

“ Per KERP Unit (Accredited) Cash Consideration ” means an amount of cash equal to (i) the Per KERP Unit Closing Consideration, multiplied by (b) the Accredited Cash Ratio.

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

A-11

“ Per KERP Unit (Accredited) Stock Consideration ” means that number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) the product of (a) the Per KERP Unit Closing Consideration, multiplied by (b) the Accredited Stock Ratio, by (ii) the Acquiror Trading Price.

“ Per KERP Unit Closing Consideration ” means that amount of cash equal to (i) the Per KERP Unit Consideration, multiplied by (ii) the Second Priority Residual Ratio.

“ Per KERP Unit Consideration ” means an amount of cash equal to (i) the Company KERP Bonus Pool, multiplied by (ii) 1.0%.

“ Per KERP Unit Earnout Priority Amount ” means that amount of cash equal to (i) (a) the Per KERP Unit Consideration, minus (b) the Per KERP Unit Closing Consideration, multiplied by (ii) the Total Earnout Priority Ratio.

“ Per Share Residual Total Earnout Consideration ” means an amount of cash equal to the quotient obtained by dividing (i) the Residual Total Earnout Consideration (if any), by (ii) the Earnout Participation Number.

“ Per Share Series A-1 (Accredited) Closing Cash Consideration ” means an amount of cash equal to (i) the Series A-1 Liquidation Preference, multiplied by (b) the Accredited Cash Ratio.

“ Per Share Series A-1 (Accredited) Stock Consideration ” means that number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) the product of (a) the Series A-1 Liquidation Preference, multiplied by (b) the Accredited Stock Ratio, by (ii) the Acquiror Trading Price.

“ Per Share Series A-2 (Accredited) Cash Consideration ” means an amount of cash equal to (i) the Per Share Series A-2 Closing Consideration, multiplied by (b) the Accredited Cash Ratio.

“ Per Share Series A-2 (Accredited) Stock Consideration ” means that number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) the product of (a) Per Share Series A-2 Closing Consideration, multiplied by (b) the Accredited Stock Ratio, by (ii) the Acquiror Trading Price.

“ Per Share Series A-2 Closing Consideration ” means that amount of cash equal to (i) the Series A-2 Liquidation Preference, multiplied by (ii) the Second Priority Residual Ratio.

“ Per Share Series A-2 Earnout Priority Amount ” means that amount of cash equal to (i) (a) the Series A-2 Liquidation Preference, minus (b) the Per Share Series A-2 Closing Consideration, multiplied by (ii) the Total Earnout Priority Ratio.

“ Permit ” means all permits, licenses, variances, clearances, consents, registrations, listings, exemptions, qualifications, designations, and approvals.

“ Permitted Encumbrances ” means (i) liens for Taxes, which either (a) are not delinquent or (b) are being contested in good faith and by appropriate proceedings and for which an appropriate reserve has been established, (ii) mechanics’, materialmen’s or contractors’ liens or encumbrances for construction in progress and workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business and which do not materially impair the occupancy or use, value or marketability of the property which they encumber, (iii) zoning, entitlement, building and other land use regulations imposed by Governmental Entities having jurisdiction over the real property which do not materially impair the occupancy or use, value or marketability of the property which they encumber, any

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

A-12

(iv) covenants, conditions, restrictions, easements and other matters affecting the assets or property of the Company which do not materially impair the occupancy or use, value or marketability of the property which they encumber.

“ Person ” means any natural person or entity, including a company, corporation, limited liability company, general partnership, limited partnership, trust, proprietorship, joint venture, association, business organization or Governmental Entity.

“ Personal Data ” means (i) any data or information that, alone or in combination with other data or information, can be used to identify, locate, or contact an individual; (ii) any other data or information defined as “personal data”, “personally identifiable information”, “individually identifiable health information,” “protected health information,” or “personal information” under any applicable Legal Requirement; and (iii) any data or information that is associated, directly or indirectly (by, for example, records linked via unique keys), with any of the foregoing.

“ Pre-Closing Taxes ” means, without duplication, (i) any Taxes of the Company or any Company Subsidiary attributable to any Pre-Closing Tax Period (including such Taxes that are accrued but not yet due and payable as of the Closing Date), (ii) any transfer or other Taxes arising directly (or indirectly) as a result of the Merger or the other transactions contemplated by this Agreement or any Company Related Agreement, including any Transaction Payroll Taxes, or (iii) any such Taxes described in clauses (i) and (ii) above that arise from or are attributable to a Third Party Claim initiated by a Tax Authority within the statute of limitations applicable to the Pre -Closing Taxes in the relevant jurisdiction; provided , however , that Pre-Closing Taxes shall not include any Taxes (x) solely attributable to a breach of Section 5.9(e) or 5.9(f) , or (y) attributable to any transactions occurring on the Closing Date after the Closing outside the ordinary course of business.

“ Pre-Closing Tax Period ” means any Taxable period ending on or before the Closing Date and that portion of any Straddle Period ending on the Closing Date.

“ Property Taxes ” means all real property Taxes, personal property Taxes and similar ad valorem Taxes.

“ Related Agreements ” means the Company Related Agreements and the Acquiror Related Agreements.

“ Required Stockholder Approval ” means with respect to this Agreement and the transactions contemplated hereby, the affirmative vote to adopt this Agreement and approve the Merger and the Certificate Amendment by (i) a majority of the votes represented by all outstanding shares of Series A-1 Preferred Stock, voting together as a single class, (ii) a majority of the votes represented by all outstanding shares of Series A-1 Preferred Stock and Company Common Stock, voting together as a single class on an as-converted to Company Common Stock basis, and (iii) with respect to the Certificate Amendment only, a majority of the outstanding shares of Series A-2 Preferred Stock, voting together as a single class.

“ Residual Total Earnout Consideration ” means that amount equal to (i) the Total Earnout Consideration, minus (ii) the Total Earnout Priority Amount, plus (iii) the aggregate exercise price of all Company Options and Company Common Warrants (other than Out-of-the-Money Company Options, and Out-of-the-Money Company Common Warrants).

“ Revenue Target ” means [***] ($[***]).

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

A-13

“ Revenue Threshold ” means that amount equal to (i) 70.0%, multiplied by (ii) the Revenue Target.

“ SEC ” means the U.S. Securities and Exchange Commission.

“ Second Priority Residual Amount ” means that amount equal to (i) the Total Closing Cash Consideration plus (ii) the Total Stock Consideration Value, minus (iii) the Series A-1 Aggregate Liquidation Preference.

“ Second Priority Residual Ratio ” means that fraction equal to the quotient obtained by dividing (i) the Second Priority Residual Amount, by (ii) the sum of (a) the Series A-2 Aggregate Liquidation Preference, plus (b) the Company KERP Bonus Pool, plus (c) the aggregate of all Company Board Plan Awards granted and outstanding (and not previously forfeited) as of immediately prior to the Effective Time.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Series A-1 Aggregate Liquidation Preference ” means (i) the Series A-1 Liquidation Preference, multiplied by (ii) total number of shares of Series A-1 Preferred Stock issued and outstanding immediately prior to the Effective Time, calculated assuming full acceleration, exercise, exchange or conversion of all Company Warrants and any other securities or rights (whether vested or unvested and including any commitments to grant Company Warrants, or any other convertible securities or rights of the Company set forth in any offer letter or other agreement (whether written or oral) or otherwise) that are convertible into, exercisable for or exchangeable for, shares of Series A-1 Preferred Stock that are issued and outstanding immediately prior to the Effective Time.

“ Series A-1 Liquidation Preference ” means, with respect to a share of Series A-1 Preferred Stock, that amount equal to (i) $2.00 plus (ii) any declared or accrued but unpaid dividends on such share of Series A-1 Preferred Stock.

“ Series A-1 Preferred Stock ” means the Series A-1 Preferred Stock, $0.01 par value per share, of the Company.

“ Series A-2 Aggregate Liquidation Preference ” means (i) the Series A-2 Liquidation Preference, multiplied by (ii) total number of shares of Series A-2 Preferred Stock issued and outstanding immediately prior to the Effective Time.

“ Series A-2 Liquidation Preference ” means, with respect to a share of Series A-2 Preferred Stock, that amount equal to (i) $100.00 plus (ii) any declared or accrued but unpaid dividends on such share of Series A-2 Preferred Stock.

“ Series A-2 Preferred Stock ” means the Series A-2 Preferred Stock, $0.01 par value per share, of the Company.

“ Specified Company Securityholder ” means those Company Securityholders set forth on Schedule A2 .

“ Spreadsheet ” means a spreadsheet, in form and substance reasonably satisfactory to Acquiror, setting forth in reasonable detail:

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

A-14

(a) with respect to each Company Stockholder: (i) the name, address and e-mail address of such Person and an indication as to whether such Person is a Continuing Employee or a Non-Continuing Employee or an Accredited Investor or an Unaccredited Investor; (ii) the number, class, status as book-entry, and series of shares of Company Capital Stock held by such Person; (iii) the date of acquisition of such shares; (iv) the amount of Taxes that are to be withheld from the consideration that such Person is entitled to receive on account of such Company Capital Stock; (v) the cash consideration and number of shares of Acquiror Common Stock that such Person is entitled to receive on account of such Company Capital Stock; (vi) the Closing Pro Rata Portion of such Person and the Overall Pro Rata Portion of such Person (assuming the greatest possible Total Earnout Consideration); (vii) the amount of cash or number of shares of Acquiror Common Stock to be deposited into the Escrow Fund on behalf of such Person on account of such Company Capital Stock; (viii) the amount of cash to be deposited into the Expense Fund on behalf of such Person on account of such Company Capital Stock; (ix) the net cash amount and number of shares of Acquiror Common Stock to be paid to such Person on account of such Company Capital Stock, after deduction of the amounts referred to in clauses (iv), (vii), and (viii); (x) bank account and other wire transfer information and instructions of such Person and an address to which any check should be mailed to such Person; and (xi) such other additional information which Acquiror may reasonably request in order to facilitate the payments contemplated hereby;

(b) with respect to each Company Optionholder: (i) the name, address and e-mail address of such Person, and an indication as to whether such Person is a Continuing Employee or Non-Continuing Employee or an Accredited Investor or an Unaccredited Investor; (ii) whether such Person is an employee, consultant, director or officer of the Company or any Company Subsidiary; (iii) the grant date of each Company Option held by such Person and expiration date of each such Company Option (if applicable); (iv) whether each such Company Option (if applicable) was granted pursuant to a Company Employee Plan, and the name of such Contract; (v) the vesting schedule (including all acceleration provisions) applicable to each such Company Option and the extent to which each such Company Option is vested as of immediately prior to the Effective Time; (vi) the exercise price per share and the number, class, status as book-entry and series of shares of Company Capital Stock underlying each such Company Option, and whether such Company Option is an Out-of-the-Money Company Option; (vii) the amount of Taxes that are to be withheld from the consideration that such Person is entitled to receive on account of all such Company Options; (viii) the cash consideration and number of shares of Acquiror Common Stock that such Person is entitled to receive, if any, on account of all such Company Options; (ix) the Closing Pro Rata Portion of such Person, and the Overall Pro Rata Portion of such Person (assuming the greatest possible Total Earnout Consideration); (x) the amount of cash or number of shares of Acquiror Common Stock to be deposited into the Escrow Fund on behalf of such Person on account of such Company Options; (xi) the amount of cash to be deposited in the Expense Fund on behalf of such Person on account of all such Company Options; (xii) the net cash amount and number of shares of Acquiror Common Stock to be paid to such Person on account of all such Company Options, after deduction of the amounts referred to in clauses (vi), (vii), (x), and (xi); (xiii) bank account and other wire transfer information and instructions of such Person and an address to which any check should be mailed to such Person; and (xiv) such other additional information which Acquiror may reasonably request in order to facilitate the payments contemplated hereby;

(c) with respect to each Company Warrantholder: (i) the name, address and e-mail address of such Person, and an indication as to whether such Person is a Continuing Employee or Non-Continuing Employee or an Accredited Investor or an Unaccredited Investor; (ii) whether such Person is an employee, consultant, director or officer of the Company or any Company Subsidiary; (iii) the date of issuance of each Company Warrant held by such Person and expiration date of each such Company Warrant; (iv) the exercise price per share and the number, class, status as book-entry and series of shares of Company Capital Stock underlying each such Company Warrant and whether such Company Warrant is an Out-of-the-Money Company Common Warrant; (v) the amount of Taxes that are to be withheld

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

A-15

from the consideration that such Person is entitled to receive on account of all such Company Warrants; (vi) the cash consideration and number of shares of Acquiror Common Stock that such Person is entitled to receive, if any, on account of all such Company Warrants; (vii) the Closing Pro Rata Portion of such Person, and the Overall Pro Rata Portion of such Person (assuming the greatest possible Total Earnout Consideration); (viii) the amount of cash or number of shares of Acquiror Common Stock to be deposited into the Escrow Fund on behalf of such Person on account of such Company Warrants; (ix) the amount of cash to be deposited in the Expense Fund on behalf of such Person on account of all such Company Warrants; (x) the net cash amount and number of shares of Acquiror Common Stock to be paid to such Person on account of all such Company Warrants, after deduction of the amounts referred to in clauses (iv), (v), (viii), and (ix); (xi) bank account and other wire transfer information and instructions of such Person and an address to which any check should be mailed to such Person; and (xii) such other additional information which Acquiror may reasonably request in order to facilitate the payments contemplated hereby;

(d) with respect to each Company KERP Participant: (i) the name, address and e-mail address of such Person and an indication as to whether such Person is a Continuing Employee or Non-Continuing Employee or an Accredited Investor or an Unaccredited Investor; (ii) the number of Company KERP Bonus Units held by such Person; (iii) the date of acquisition of such units; (iv) the amount of Taxes that are to be withheld from the consideration that such Person is entitled to receive on account of such units; (v) the cash consideration and number of shares of Acquiror Common Stock that such Person is entitled to receive on account of such unit; (vi) the Closing Pro Rata Portion of such Person, and the Overall Pro Rata Portion of such Person (assuming the greatest possible Total Earnout Consideration); (vii) the amount of cash or number of shares of Acquiror Common Stock to be deposited into the Escrow Fund on behalf of such Person on account of such units; (viii) the amount of cash to be deposited into the Expense Fund on behalf of such Person on account of such units; (ix) the net cash amount and number of shares of Acquiror Common Stock to be paid to such Person on account of such units, after deduction of the amounts referred to in clauses (iv), (vii), and (viii); (x) bank account and other wire transfer information and instructions of such Person and an address to which any check should be mailed to such Person; and (xi) such other additional information which Acquiror may reasonably request in order to facilitate the payments contemplated hereby;

(e) with respect to each Company Board Plan Participant: (i) the name, address and e-mail address of such Person and an indication as to whether such Person is a Continuing Employee or Non-Continuing Employee or an Accredited Investor or an Unaccredited Investor; (ii) the amount of Taxes that are to be withheld from the consideration that such Person is entitled to receive on account of her or her Company Board Plan Award; (iii) the cash consideration and number of shares of Acquiror Common Stock that such Person is entitled to receive on account of such award; (iv) the Closing Pro Rata Portion of such Person, and the Overall Pro Rata Portion of such Person (assuming the greatest possible Total Earnout Consideration); (v) the amount of cash or number of shares of Acquiror Common Stock to be deposited into the Escrow Fund on behalf of such Person on account of such award; (vi) the amount of cash to be deposited into the Expense Fund on behalf of such Person on account of such award; (vii) the net cash amount and number of shares of Acquiror Common Stock to be paid to such Person on account of such award, after deduction of the amounts referred to in clauses (ii), (v), and (vi); (viii) bank account and other wire transfer information and instructions of such Person and an address to which any check should be mailed to such Person; and (ix) such other additional information which Acquiror may reasonably request in order to facilitate the payments contemplated hereby;

(f) with respect to each Company Securityholder holding shares of Company Capital Stock issued on or after January 1, 2011 or any other security that, in each case, would be deemed a “covered security” under Treasury Regulation § 1.6045-1(a)(15), the cost basis and date of issuance of such shares or securities;

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

A-16

(g) with respect to each Company Securityholder, such Company Securityholder’s Loan Repayment Amount, if any; and

(h) a calculation of the aggregate portion of the Total Closing Cash Consideration and Total Stock Consideration to be paid to any Person.

The Spreadsheet shall be certified as complete and correct by the Chief Executive Officer and Chief Financial Officer of the Company as of the Closing Date and delivered together with documentation reasonably satisfactory to Acquiror in support of the information, amounts, and calculations set forth therein.

“ Subsidiary ” means with respect to any entity, that such entity shall be deemed to be a “Subsidiary” of another Person if such other Person directly or indirectly owns, beneficially or of record, (i) an amount of voting securities of other interests in such entity that is sufficient to enable such Person to elect at least a majority of the members of such entity’s board of directors or other governing body or (i) at least a majority of the outstanding equity interests of such entity.

“ Target Net Working Capital ” means $ 1,250,000 .

“ Tax ” (and, with correlative meaning, “ Taxes ” and “ Taxable ”) means any federal, state, local and foreign (i) net income, alternative or add-on minimum tax, gross income, estimated, gross receipts, sales, use, ad valorem, value added, transfer, franchise, capital stock, profits, license, registration, withholding, payroll, social security (or equivalent), escheat, employment, unemployment, disability, excise, severance, stamp, occupation, premium, property (real, tangible or intangible), environmental or windfall profit tax, custom duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, to the extent the foregoing are in the nature of a tax, together with any interest or any penalty, addition to tax or additional amount (whether disputed or not) imposed by any Governmental Entity responsible for the imposition of any such tax (domestic or foreign) (each, a “ Tax Authority ”), (ii) any liability for the payment of any amounts of the type described in clause (i) of this sentence as a result of being a member of an affiliated, consolidated, combined, unitary, aggregate or similar group (including any arrangement for group or consortium relief or similar arrangement) for any Taxable period, and (iii) any liability for the payment of any amounts of the type described in clause (i) or (ii) of this sentence as a result of being a transferee of or successor to any Person, as a result of any express or implied obligation to assume such Taxes or to indemnify any other Person, or by Contract, including any liability for taxes of a predecessor or transferor or otherwise by operation of Legal Requirements.

“ Tax Return ” means any return, statement, report or form (including estimated Tax returns and reports, withholding Tax returns and reports, and information returns and reports), including amendments thereof and attachments and schedules thereto, filed or required to be filed with any Tax Authority with respect to Taxes.

“ Total Closing Cash Consideration ” means, without duplication, an amount of cash equal to (i) twenty million dollars ($20,000,000), plus (ii) the aggregate exercise price of the Company A-1 Warrants, plus (iii) Closing Cash, less (iv) Unpaid Liabilities (to the extent Closing Cash is not reduced by such amount), plus (v) the Net Working Capital Surplus (if any), minus (vi) the Net Working Capital Shortfall (if any), plus (vii) the VWAP Adjustment Amount.

“ Total Closing Consideration ” means the sum of (i) the Total Stock Consideration Value, plus (ii) the Total Closing Cash Consideration.

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

A-17

“ Total Consideration ” means the sum of (i) the Total Closing Cash Consideration, plus (ii) the Total Stock Consideration, plus (iii) the Total Earnout Consideration (if any) actually paid by Acquiror.

“ Total Earnout Consideration ” means that amount of cash equal to (i) nineteen million five-hundred thousand dollars ($19,500,000), multiplied by (ii) the quotient obtained by dividing (a) Gross Revenue by (b) the Revenue Target, minus (iii) the Transaction Expenses (including Listed Transaction Expenses) that have not been paid prior to the final determination of Total Earnout Consideration and not already take into account in the calculation of Final Total Closing Cash Consideration; provided , however , that, if the foregoing calculation of “Total Earnout Consideration” results in an amount in excess of twenty-four million five-hundred thousand dollars ($24,500,000), then “ Total Earnout Consideration ” shall be equal to twenty-four million five-hundred thousand dollars ($24,500,000), minus the Transaction Expenses (including Listed Transaction Expenses) that have not been paid prior to the final determination of Total Earnout Consideration and not already take into account in the calculation of Final Total Closing Cash Consideration.

“ Total Earnout Priority Amount ” means that amount equal (a) the Company KERP Bonus Pool, plus the Series A-2 Aggregate Liquidation Preference, multiplied by (b) 1 minus the Second Priority Residual Ratio.

“ Total Earnout Priority Ratio ” means that fraction equal the quotient obtained by dividing (i) the Total Earnout Consideration, by (ii) the Total Earnout Priority Amount; provided , however , that, if the foregoing calculation of “Total Earnout Priority Ratio” results in a number greater than 1, then “ Total Earnout Priority Ratio ” shall be equal to 1.

“ Total Stock Consideration ” means one million one-hundred seventy-seven thousand nine-hundred forty-five (1,177,945) shares of Acquiror Common Stock (as adjusted as appropriate to reflect any stock splits, stock dividends, combinations, reorganizations, reclassifications or similar events that occur prior to the Effective Time).

“ Total Stock Consideration Value ” means thirteen million dollars ($13,000,000).

“ Transactions ” means the Merger and the other transactions contemplated by this Agreement and the Related Agreements.

“ Transaction Expenses ” means all third-party fees, costs, expenses, payments, expenditures, or liabilities incurred by or on behalf of the Company or any of its Subsidiaries or any Company Securityholder or such Company Securityholder’s Affiliates (to the extent such amounts are to be paid, or are payable, by the Company or any of the Company Subsidiaries) in connection with the Transactions contemplated by this Agreement or any Company Related Agreement to which the Company is a party or the negotiation, execution, delivery, and performance of this Agreement or any Company Related Agreement to which the Company is a party, whether or not billed or accrued prior to the Closing (including, to the extent not otherwise a reduction to the Total Closing Cash Consideration distributed in connection with the Closing (i) any fees, costs expenses, payments and expenditures of legal counsel, accountants, financial advisors, consultants, the Securityholder Representative and other service providers, (ii) the maximum amount of fees costs, expenses, payments and expenditures payable to brokers, finders, financial advisors, investment bankers, and insurers, or similar Persons notwithstanding any escrows or other contingencies, including in connection with the Company D&O Tail Policy, (iii) any amounts in respect of any indemnification, compensation, reimbursement, contribution, or similar obligations to any of the Persons described in clauses (i) or (ii), (iv) fifty percent (50%) of all termination, pre-payment, balloon or similar fees or payments (including penalties) of the Company or any Company Subsidiaries resulting from the early termination of Contracts in connection with the transactions

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

A-18

contemplated by this Agreement or any Company Related Agreement, (v) fifty percent (50%) of all payments required to obtain the consents, waivers, or approvals in connection with this Agreement, the Merger and the other transactions contemplated hereby (subject to the limitations in Section 5.10(d) ), (vi) costs associated with the distributions made by the Exchange Administrator pursuant to Section 1.12(d) and 5.9(g ) and (vi) any such fees, costs, expenses, payments, expenditures, or liabilities incurred by any Company Securityholder or any employee, consultant or independent contractor of the Company or any Company Subsidiary paid for or to be paid for by the Company or any Company Subsidiary and any amounts billed or accrued in respect of periods following the Closing directed by the Company or any Company Subsidiary prior to the Closing in connection with the transactions contemplated by this Agreement or any Company Related Agreement) .

“ Transaction Payroll Taxes ” means any employer portion of employment or payroll Taxes with respect to or in connection with any Change in Control Payments or other bonuses, option cashouts, or other compensatory payments made by Acquiror, the Company or any of the respective Subsidiaries pursuant to this Agreement in connection with the Merger or the other Transactions; provided , however , Transaction Payroll Taxes shall exclude any employment or payroll Taxes with respect to any bonuses, restricted stock units or other compensatory payments to Continuing Employees pursuant to their respective employment arrangements with Acquiror.

“ Transaction Tax Deductions ” means, without duplication, the aggregate amount of deductions in respect of (i) any and all bonuses, change in control payments, payments in respect of Company Options pursuant to Section 1.8(c) or similar compensatory payments made or to be made by the Company at or substantially contemporaneous with the Closing, (ii) all Transaction Expenses, and (iii) any employment Taxes with respect to the amounts set forth in the foregoing clause (i). The parties shall apply the safe harbor election set forth in Internal Revenue Service Revenue Procedure 2011-29 to determine the amount of any success-based fees for purposes of clause (ii) above.

“ Unaccredited Investor ” means a Company Securityholder who does not complete and deliver to Acquiror an Accredited Investor Questionnaire in form and substance satisfactory to Acquiror certifying that such Company Securityholder is an “accredited investor” as set forth therein (unless Acquiror in its sole discretion determines such Company Securityholder is an “accredited investor” (as such term is defined in Rule 501(a) under the Securities Act) without having received such Accredited Investor Questionnaire).

“ Unaccredited Ratio ” means an amount equal to the quotient obtained by dividing (i) the aggregate Total Closing Cash Consideration payable to all Unaccredited Investors in accordance with Section 1.8 (including amounts contributed to the Escrow Fund and the Expense Fund) by (ii) the aggregate value of the Total Closing Cash Consideration and Total Stock Consideration payable to all Company Securityholders in accordance with Section 1.8 (including amounts contributed to the Escrow Fund and the Expense Fund).

“ United States ” or “ U.S. ” means the United States of America.

“ Unpaid Change in Control Payments ” means all Change in Control Payments that have not been paid by or on behalf of the Company or any of its Subsidiaries prior to, or concurrently with, the Closing.

“ Unpaid Liabilities ” means, without duplication, all (i) Closing Indebtedness, (ii) Unpaid Transaction Expenses (except to the extent such Unpaid Transaction Expenses are Listed Transaction Expenses), and (iii) Unpaid Change in Control Payments.

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

A-19

“ Unpaid Pre-Closing Taxes ” means all Pre-Closing Taxes that are not yet paid (including such Taxes that are accrued but not yet due and payable) as of the Closing Date.

“ Unpaid Transaction Expenses ” means all Transaction Expenses that have not been paid by the Company prior to, or concurrently with, the Closing.

“ VWAP Adjustment Amount ” means eighty thousand one-hundred ninety-nine dollars and seventy-five cents $ 80,199.75.

[ Table of Defined Terms follow s]

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

A-20

Index of Defined Terms

$ or dollar	83	Confidential Disclosure Agreement	63
280G Approval	52	Conflict	17
280G Waiver	52	Consultant Proprietary Information Agreement	27
Accelerated Earnout Payment Amount	12	Contract Revenue Threshold	37
Accredited Investor Questionnaire	66	Contributor	26
Acquiror	1	Copyright	22
Acquiror Indemnified Parties	72	Current Balance Sheet	32
Acquiror Indemnified Party	72	Defense Costs	79
Acquiror Indemnifying Parties	73	Director and Officer Resignation Letter	57
Acquiror Indemnifying Party	73	Disclosure Schedule	15
Acquiror Loss	72	Dissenting Share Payments	7
Acquiror Losses	72	Earnout Calculation	11
Acquiror Plans	58	Earnout Calculation Delivery Date	11
Acquiror Related Agreements	46	Earnout Calculation Objection Notice	11
ACT	10	Earnout Calculation Statement	11
Agreement	1	Earnout Condition	10
Agreement Date	1	Earnout Operating Covenants	12
Alternative Arrangements	76	Effective Time	2
Alternative Transaction	50	Electronic Delivery	84
Anti-Trust Objections	54	Employee Proprietary Information Agreement	27
Books and Records	32	Escrow Fund	8
Certificate Amendment	64	Exchange Administrator	8
Certificate of Incorporation	15	Exchange Documents	9
Certificate of Merger	2	Exchange Fund	14
Charter Documents	15	Expenditure Threshold	37
Claim Date	78	Expense Fund	8
Claim Notice	78	Expense Fund Amount	8
Closing	2	Expense Fund Release Amount	8
Closing Date	2	Export Approvals	30
Closing Expense Pay-off Letters	59	Extended Survival Date	71
Closing Indebtedness Pay-off Letter	62	FCPA	30
Closing Statement	60	Final Escrow Release Consideration	77
Collection Expenses	76	Final Total Closing Cash Consideration	62
Company	1	FIRPTA Notice	56
Company Authorizations	30	Fundamental Representations	71
Company Balance Sheet Date	32	General Survival Date	71
Company D&O Tail Policy	63	Governmental Approval	17
Company Employee Plans	39	Hazardous Materials Activities	44
Company Financial Statements	32	ICT Infrastructure	28
Company Indemnification Provisions	64	Indemnifiable Matters	73
Company Indemnified Parties	64	Indemnified Party	72
Company Intellectual Property	22	Indemnifying Party	73
Company Intellectual Property Rights	22	Independent Accountant	11
Company Products	22	Information Statement	51
Company Registered Intellectual Property	22
Company Stock Certificates	9

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

A-21

Initial Escrow Release Consideration	77	Securityholder Representative		1
In-Licenses	25	Seller Indemnified Parties		73
Intellectual Property	22	Seller Indemnified Party		73
Intellectual Property Rights	22	Seller Indemnifying Parties	72, 73
Interested Party	45	Seller Indemnifying Party		73
Internet Properties	22	Seller Loss		73
IP Licenses	25	Seller Losses		73
IP Representations	71	Settlement Memorandum		79
IRS Notice	56	Shrink-Wrap Licenses		23
Joinder Agreement	1	Software		23
Key Employee Agreement	1	Soliciting Materials		51
Lease Agreements	31	Source Code		23
Leased Real Property	31	Special Survival Date		71
Letter of Transmittal	9	Standard Form Agreements		26
Listed Transaction Expenses	33	Standards Body Agreements		27
Loan Repayment Amount	15	Stockholder Written Consent		1
Loss	73	Stockholder Written Consents		2
Lost Stock Affidavit	9	Straddle Period		55
Material Contracts	39	Subsidiary Charter Documents		16
Merger	1	Surrender Agreement		9
Merger Sub	1	Survival Date		71
Non-Competition Agreement	1	Surviving Corporation		2
Non-Continuing Employee	58	Tax Claim Notice		56
Object Code	22	Tax Contest		56
Objection Deadline	78	Tax Incentive		35
Objection Notice	78	Tax Representations		71
Open Source Software	22	Technology		23
Out-Licenses	25	Termination Date		69
Patent	23	Third Party Claim		79
Patent Application	23	Threshold Amount		74
Patents	23	Top Customer		44
Pre-Closing Tax Refund	57	Top Publisher		44
Privacy Legal Requirements	29	Top Supplier		44
Privacy Representations	71	Total Earnout Consideration		11
PTO	24	Trade Secrets		23
Registered Intellectual Property	23	Trademarks		23
Registration Rights Agreement	52	Treasury Shares		6
Registration Statement	52	Unaudited Financial Statements		32
Representatives	50	Unobjected Claim		78
Required Company Financials	53	WARN		43
Review Period	11

[***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

A-22

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO EXCHANGE ACT RULES 13A-14(A) AND RULE 15D-14(A),

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Steven R. Boal, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Quotient Technology Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over the financial reporting

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting

/s/ Steven R. Boal

Steven R. Boal

Chief Executive Officer

(Principal Executive Officer)

Date: August 4, 2017

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO EXCHANGE ACT RULES 13A-14(A) AND 15D-14(A),

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ronald J. Fior, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Quotient Technology Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(a)

(b)

(c)

(d)

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Ronald J. Fior

Ronald J. Fior

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

Date: August 4, 2017

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Quotient Technology Inc. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Steven R. Boal, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Steven R. Boal

Steven R. Boal

Chief Executive Officer

(Principal Executive Officer)

Date: August 4, 2017

Exhibit 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Quotient Technology Inc. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ronald J. Fior, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Ronald J. Fior

Ronald J. Fior

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

Date: August 4, 2017