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Voting Agreement 8-K

As previously announced, each of Michael Barrett, Rubicon Projects President and CEO; David Day, Chief Financial Officer of Rubicon Projects; and Thomas Kershaw, Chief Technology Officer of Rubicon Projects, is a party to an Executive Severance and Vesting Acceleration Agreement, which provides for certain severance benefits and capital acceleration benefits if such an officer is experiencing an involuntary termination (as defined in the severance agreements) related to a sale transaction (as defined in the severance agreements). Regardless of the assumption that the merger cannot be considered a sale transaction under such agreements, the Board of Directors of Rubicon Project has agreed to offer each of these executives the benefits it would obtain under its severance agreement if it involuntarily terminates a sale transaction on or before the 13-month date. 200,000,000 d, the conclusion of the merger. The registrant may delay notification if he does not participate in the transaction or the agreement that the potential commitment creates in support of the off-balance sheet agreement until the previous (i) fourth business day following the implementation of the eventual commitment and (ii) the date on which an officer becomes informed of the possible obligation related to the conclusion of the reorganization agreement. , Spirit entered into a voting agreement with each of Beeville`s directors (the Beeville Voting Agreement) under which they agreed, subject to the terms and conditions, to choose their shares in Beeville`s common shares within 4 working days of closing or terminating, within 4 working days of entering an enforceable agreement. , or, in the absence of agreement, after the conclusion or transaction The commitments, guarantees and commitments set out in the merger agreement were made only for the purposes of this agreement and only for the parties to the merger agreement, may be subject to restrictions agreed upon by the parties, including through confidential information provided for the purpose of assigning contractual risks between the parties to the merger agreement. , instead of defining these issues as facts. , as well as the information contained in each party`s annual reports on Form 10-K and quarterly reports on Form 10-Q, and may be subject to standards of importance that differ from those applicable to investors.