Exhibit 4.5


 


THIS
WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY
TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.


 


WARRANT
TO PURCHASE STOCK


 


Company:
Outbrain Inc., a Delaware corporation


Number
of Shares: As set forth in Paragraph A below


Type/Series
of Stock: Common Stock, $0.001 par value per share


Warrant
Price: $4.50 per Share, subject to adjustment


Issue
Date: November 20, 2014





	Expiration Date: November
    19, 2024	See also Section 5.l(b).








Credit
Facility: This Warrant to Purchase Stock (“Warrant”) is issued in connection with that certain
Mezzanine Loan and Security Agreement of even date herewith between Silicon Valley Bank and the Company (as amended and/or
modified and in effect from time to time, the “Loan Agreement”) and the participation therein of
WestRiver Mezzanine Loans, LLC pursuant to an arrangement among Silicon Valley Bank, WestRiver Management, LLC and WestRiver
Mezzanine Loans, LLC.


 


THIS
WARRANT CERTIFIES THAT, for good and valuable consideration, WESTRIVER MEZZANINE LOANS, LLC (together with any successor or permitted
assignee or transferee of this Warrant, “Holder”) is entitled to purchase up to such number of fully paid and
non-assessable shares of the above-stated Type/Series of Stock (the “Class”) of the above-named company
(the “Company”) as determined pursuant to Paragraph A below, at the above-stated Warrant Price, all as
set forth above and as adjusted pursuant to Section 2 of this Warrant, subject to the provisions and upon the terms and conditions
set forth in this Warrant.


 


A.          
Number of Shares. This Warrant shall be exercisable for the Initial Shares, plus the Additional Shares, if any (collectively,
and as may be adjusted from time to time in accordance with the provisions hereof, the “Shares”).


 


(1)
        Initial Shares. As used herein, “Initial Shares” means
137,500 shares of the Class, subject to adjustment from time to time in accordance with the provisions of this Warrant.


 


(2)
        Additional Shares. On the date (if any) that the Term B Loan Advance (as defined
in the Loan Agreement) is made to the Company, this Warrant automatically shall become exercisable for an additional 100,000 shares
of the Class (the “Additional Shares”), subject to adjustment from time to time in accordance with the
provisions of this Warrant, including, without limitation, adjustments in respect of events occurring prior to the date, if any,
on which this Warrant becomes exercisable for the Additional Shares.





     


     


    



SECTION
1. EXERCISE.


 





1.1
       Method of Exercise. Holder may at any time and from time to time exercise this Warrant,
in whole or in part, by delivering to the Company the original of this Warrant together with a duly executed Notice of Exercise
in substantially the form attached hereto as Appendix 1 and, unless Holder is exercising this Warrant pursuant to a cashless exercise
as set forth in Section 1.2, a check, wire transfer of same-day funds (to an account designated by the Company), or other form
of payment acceptable to the Company for the aggregate Warrant Price for the Shares being purchased.


 


1.2
       Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate
Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1,
Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised.
Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the
following formula:


 


X=
Y(A-B)/A


 


where:


 


		X
                              =	the
                                         number of Shares to be issued to the Holder;



 


		Y
                              =	the number
                                         of Shares with respect to which this Warrant is being exercised (inclusive of the Shares
                                         surrendered to the Company in payment of the aggregate Warrant Price);



 


		A
                              =	the Fair
                                         Market Value (as determined pursuant to Section 1.3 below) of one Share; and



 


		B
                              =	the Warrant
                                         Price.



 


1.3       Fair
Market Value. If shares of the Class are then traded or quoted on a nationally recognized securities exchange,
inter-dealer quotation system or over-the-counter market (a “Trading Market”), the fair market
value of a Share shall be the closing price or last sale price of a share of the Class reported for the Business Day
immediately before the date on which Holder delivers this Warrant together with its Notice of Exercise to the Company. If
shares of the Class are not then traded in a Trading Market, the Board of Directors of the Company shall determine the fair
market value of a Share in its reasonable good faith judgment.


 


1.4       Delivery
of Certificate and New Warrant. Within a reasonable time after Holder exercises this Warrant in the manner set forth in Section
1.1 or 1.2 above, the Company shall deliver to Holder a certificate representing the Shares issued to Holder upon such exercise
and, if this Warrant has not been fully exercised and has not expired, a new warrant of like tenor representing the Shares not
so acquired.


 


1.5      
Replacement of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory
in form, substance and amount to the Company or, in the case of mutilation, on surrender of this Warrant to the Company for cancellation,
the Company shall, within a reasonable time, execute and deliver to Holder, in lieu of this Warrant, a new warrant of like tenor
and amount. 




    2


     


    

1.6
        Treatment of Warrant Upon Acquisition of Company.


 


(a)       
Acquisition. For the purpose of this Warrant, “Acquisition”  means any transaction or series of
related transactions involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the
assets of the Company (ii) any merger or consolidation of the Company into or with another person or entity (other than a merger
or consolidation effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which the stockholders
of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority
of the Company’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation
or reorganization (or, if such Company stockholders beneficially own a majority of the outstanding voting power of the surviving
or successor entity as of immediately after such merger, consolidation or reorganization, such surviving or successor entity is
not the Company); or (iii) any sale or other transfer by the stockholders of the Company of shares representing at least a majority
of the Company’s then-total outstanding combined voting power.


 


(b)      
Treatment of Warrant at Acquisition. In the event of an Acquisition in which the consideration to be received by the Company’s
stockholders consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities (a “Cash/Public
Acquisition”),  and the fair market value of one Share as determined in accordance with Section 1.3 above would be
greater than the Warrant Price in effect on such date immediately prior to such Cash/Public Acquisition, and Holder has not exercised
this Warrant pursuant to Section 1.1 above as to all Shares, then this Warrant shall automatically be deemed to be exercised on
a cashless basis pursuant to Section 1.2 above as to all Shares effective immediately prior to and contingent upon the consummation
of a Cash/Public Acquisition. In connection with such Cashless Exercise, Holder shall be deemed to have restated each of the representations
and warranties in Section 4 of the Warrant as of the date thereof and the Company shall promptly notify the Holder of the number
of Shares (or such other securities) issued upon exercise. In the event of a Cash/Public Acquisition where the fair market value
of one Share as determined in accordance with Section 1.3 above would be less than the Warrant Price in effect immediately prior
to such Cash/Public Acquisition, then this Warrant will expire immediately prior to the consummation of such Cash/Public Acquisition.


 


(c)       
Upon the closing of any Acquisition other than a Cash/Public Acquisition, the acquiring, surviving or successor entity shall assume
the obligations of this Warrant, and this Warrant shall thereafter be exercisable for the same securities and/or other property
as would have been paid for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were
outstanding on and as of the closing of such Acquisition, subject to further adjustment from time to time in accordance with the
provisions of this Warrant.


 


(d)
       As used in this Warrant, “Marketable Securities” means securities
meeting all of the following requirements: (i) the issuer thereof is then subject to the reporting requirements of Section 13
or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),  and is then current
in its filing of all required reports and other information under the Act and the Exchange Act; (ii) the class and series of shares
or other security of the issuer that would be received by Holder in connection with the Acquisition were Holder to exercise this
Warrant on or prior to the closing thereof is then traded in a Trading Market, and (iii) following the closing of such Acquisition,
Holder would not be restricted from publicly re-selling all of the issuer’s shares and/or other securities that would be received
by Holder in such Acquisition were Holder to exercise this Warrant in full on or prior to the closing of such Acquisition, except
to the extent that any such restriction (x) arises solely under federal or state securities laws, rules or regulations, and (y)
does not extend beyond six (6) months from the closing of such Acquisition. 





    3


     


    

SECTION
2. ADJUSTMENTS TO THE SHARES AND WARRANT PRICE.


 


2.1      
Stock Dividends, Splits, Etc. If the Company declares or pays a dividend or distribution on the outstanding shares of the
Class payable in additional shares of the Class or other securities or property (other than cash), then upon exercise of this
Warrant, for each Share acquired, Holder shall receive, without additional cost to Holder, the total number and kind of securities
and property which Holder would have received had Holder owned the Shares of record as of the date the dividend or distribution
occurred. If the Company subdivides the outstanding shares of the Class by reclassification or otherwise into a greater number
of shares, the number of Shares purchasable hereunder shall be proportionately increased and the Warrant Price shall be proportionately
decreased. If the outstanding shares of the Class are combined or consolidated, by reclassification or otherwise, into a lesser
number of shares, the Warrant Price shall be proportionately increased and the number of Shares shall be proportionately decreased.


 


2.2        Reclassification,
Exchange, Combinations or Substitution. Upon any event whereby all of the outstanding shares of the Class are reclassified,
exchanged, combined, substituted, or replaced for, into, with or by Company securities of a different class and/or series, then
from and after the consummation of such event, this Warrant will be exercisable for the number, class and series of Company securities
that Holder would have received had the Shares been outstanding on and as of the consummation of such event, and subject to further
adjustment thereafter from time to time in accordance with the provisions of this Warrant. The provisions of this Section 2.2
shall similarly apply to successive reclassifications, exchanges, combinations, substitutions, replacements or other similar events.


 


2.3        No
Fractional Share. No fractional Share shall be issuable upon exercise of this Warrant and the number of Shares to be issued
shall be rounded down to the nearest whole Share. If a fractional Share interest arises upon any exercise of the Warrant, the
Company shall eliminate such fractional Share interest by paying Holder in cash the amount computed by multiplying the fractional
interest by (i) the fair market value (as determined in accordance with Section 1.3 above) of a full Share, less (ii) the then-effective
Warrant Price.


 


2.4     
   Notice/Certificate as to Adjustments. Upon each adjustment of the Warrant Price, Class and/or number of Shares,
the Company, at the Company’s expense, shall notify Holder in writing within a reasonable time setting forth the adjustments to
the Warrant Price, Class and/or number of Shares and facts upon which such adjustment is based. The Company shall, upon written
request from Holder, furnish Holder with a certificate of its Chief Financial Officer, including computations of such adjustment
and the Warrant Price, Class and number of Shares in effect upon the date of such adjustment. 





    4


     


    

SECTION
3. REPRESENTATIONS AND COVENANTS OF THE COMPANY.


 


3.1       Representations
and Warranties. The Company represents and warrants to, and agrees with, the Holder as follows:


 





(a)       The
initial Warrant Price referenced on the first page of this Warrant is not greater than the fair market value of a share of the
Class as determined by the most recently completed valuation, approved by the Company’s Board of Directors, of the Company’s stock
for purposes of its compliance with Section 409A of the Internal Revenue Code of 1986, as amended.


 


(b)
       All Shares which may be issued upon the exercise of this Warrant shall, upon issuance, be
duly authorized, validly issued, fully paid and non-assessable, and free of any liens and encumbrances except for restrictions
on transfer provided for herein or under applicable federal and state securities laws. The Company covenants that it shall at
all times cause to be reserved and kept available out of its authorized and unissued capital stock such number of shares of the
Class and other securities as will be sufficient to permit the exercise in full of this Warrant.


 


(c)      
The Company’s capitalization table attached hereto as Schedule 1 is true and complete, in all material respects, as of the Issue
Date.


 


3.2
       Notice of Certain Events. If the Company proposes at any time to:


 


(a)      
declare any dividend or distribution upon the outstanding shares of the Class, whether in cash, property, stock, or other securities
and whether or not a regular cash dividend;


 


(b)       offer
for subscription or sale pro rata to the holders of the outstanding shares of the Class any additional shares of any class or
series of the Company’s stock (other than pursuant to contractual pre-emptive rights);


 


(c)      
effect any reclassification, exchange, combination, substitution, reorganization or recapitalization of the outstanding shares
of the Class;


 


(d)      
effect an Acquisition or to liquidate, dissolve or wind up; or


 


(e)      
effect its initial, underwritten offering and sale of its securities to the public pursuant to an effective registration statement
under the Act (the “IPO”);


 


then,
in connection with each such event, the Company shall give Holder:


 


(1)
in the case of the matters referred to in (a) and (b) above, at least seven (7) Business Days prior written notice of the earlier
to occur of the effective date thereof or the date on which a record will be taken for such dividend, distribution, or subscription
rights (and specifying the date on which the holders of outstanding shares of the Class will be entitled thereto) or for determining
rights to vote, if any;


 


(2)
in the case of the matters referred to in (c) and (d) above at least seven (7) Business Days prior written notice of the date
when the same will take place (and specifying the date on which the holders of outstanding shares of the Class will be entitled
to exchange their shares for the securities or other property deliverable upon the occurrence of such event and such reasonable
information as Holder may reasonably require regarding the treatment of this Warrant in connection with such event giving rise
to the notice); and 




    5


     


    

(3)
with respect to the IPO, at least seven (7) Business Days prior written notice of the date on which the Company proposes to file
its registration statement in connection therewith.


 


The
Company will also provide information requested by Holder that is reasonably necessary to enable Holder to comply with Holder’s
accounting or reporting requirements.


 


SECTION
4. REPRESENTATIONS, WARRANTIES OF THE HOLDER.


 


The
Holder represents and warrants to the Company as follows:


 


4.1      
Purchase for Own Account. This Warrant and the Shares to be acquired upon exercise of this Warrant by Holder are being
acquired for investment for Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution
within the meaning of the Act. Holder also represents that it has not been formed for the specific purpose of acquiring this Warrant
or the Shares.


 


4.2       Disclosure
of Information. Holder is aware of the Company’s business affairs and financial condition and has received or has had full
access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the
acquisition of this Warrant and its underlying securities. Holder further has had an opportunity to ask questions and receive
answers from the Company regarding the terms and conditions of the offering of this Warrant and its underlying securities and
to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable
effort or expense) necessary to verify any information furnished to Holder or to which Holder has access.


 


4.3      
Investment Experience. Holder understands that the purchase of this Warrant and its underlying securities involves substantial
risk. Holder has experience as an investor in securities of companies in the development stage and acknowledges that Holder can
bear the economic risk of such Holder’s investment in this Warrant and its underlying securities. Holder has such knowledge and
experience in financial or business matters that Holder is capable of evaluating the merits and risks of its investment in this
Warrant and its underlying securities and/or has a preexisting personal or business relationship with the Company and certain
of its officers, directors or controlling persons of a nature and duration that enables Holder to be aware of the character, business
acumen and financial circumstances of such persons.


 


4.4      
Accredited Investor Status. Holder is an “accredited investor” within the meaning of Regulation D promulgated
under the Act.


 


4.5      
The Act. Holder understands that this Warrant and the Shares issuable upon exercise hereof have not been registered under
the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature
of the Holder’s investment intent as expressed herein. Holder understands that this Warrant and the Shares issued upon any exercise
hereof must be held indefinitely unless subsequently registered under the Act and qualified under applicable state securities
laws, or unless exemption from such registration and qualification are otherwise available. Holder is aware of the provisions
of Rule 144 promulgated under the Act.


 


4.6      
No Voting Rights. Holder, as a holder of this Warrant, will not have any voting rights until the exercise of this Warrant. 




    6


     


    

SECTION
5. MISCELLANEOUS.


 


5.1      
  Term; Automatic Cashless Exercise Upon Expiration.


 


(a)       
Term. Subject to the provisions of Section 1.6 above, this Warrant is exercisable in whole or in part at any time and from
time to time on or before 6:00 PM, Pacific time, on the Expiration Date and shall be void thereafter.


 


(b)      
Automatic Cashless Exercise upon Expiration. In the event that, upon the Expiration Date, the fair market value of one
Share as determined in accordance with Section 1.3 above is greater than the Warrant Price in effect on such date, then this Warrant
shall automatically be deemed on and as of such date to be exercised pursuant to Section 1.2 above as to all Shares for which
it shall not previously have been exercised, and the Company shall, within a reasonable time, deliver a certificate representing
the Shares issued upon such exercise to Holder.


 


5.2
       Legends. Each certificate evidencing Shares shall be imprinted with a legend in substantially
the following form:


 


THE
SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR
THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN THAT CERTAIN WARRANT TO PURCHASE STOCK ISSUED BY THE ISSUER TO
WESTRIVER MEZZANINE LOANS, LLC DATED NOVEMBER 20, 2014, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS
AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE
ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.


 


5.3      
Compliance with Securities Laws on Transfer. This Warrant and the Shares issued upon exercise of this Warrant may not be
transferred or assigned in whole or in part except in compliance with applicable federal and state securities laws by the transferor
and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably
satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion
of counsel if the transfer is to an affiliate of Holder, provided that such affiliate is an “accredited investor” as
defined in Regulation D promulgated under the Act.


 


5.4       Transfer
Procedure. Subject to the provisions of Section 5.3 and upon providing the Company with written notice, Holder may transfer
all or part of this Warrant or the Shares issued upon exercise of this Warrant to any transferee, provided, however, in connection
with any such transfer, Holder will give the Company notice of the portion of the Warrant and/or Shares being transferred with
the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for
reissuance to the transferee(s) (and Holder if applicable); and provided further, that any subsequent transferee shall agree in
writing with the Company to be bound by all of the terms and conditions of this Warrant and shall make the representations in
Section 4 hereof. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s
prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, to any person
or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor. 





    7


     


    

5.5      
Notices. All notices and other communications hereunder from the Company to the Holder, or vice versa, shall be deemed
delivered and effective (i) when given personally, (ii) on the third (3rd) Business Day after being mailed by first-class
registered or certified mail, postage prepaid, (iii) upon actual receipt if given by facsimile or electronic mail and such receipt
is confirmed in writing by the recipient, or (iv) on the first Business Day following delivery to a reliable overnight courier
service, courier fee prepaid, in any case at such address as may have been furnished to the Company or Holder, as the case may
be, in writing by the Company or such Holder from time to time in accordance with the provisions of this Section 5.5. All notices
to Holder shall be addressed as follows until the Company receives notice of a change of address in connection with a transfer
or otherwise:


 


WestRiver
Mezzanine Loans, LLC 


c/o
Chief Financial Officer 


3720
Carillon Point 


Kirkland,
Washington 98033-7455 


Attention:
Trent Dawson 


Telephone:
(425) 952-3951 


Email:
tdawson @westrivermgmt.com


 


With
a copy (which shall not constitute notice) to:


 


Perkins
Coie LLP


1201
Third Avenue, Suite 4800 


Seattle,
Washington 98101-3099 


Attention:
David C. Clarke 


Telephone:
(206) 359-8612 


Email:
dclarke@perkinscoie.com


 


Notice
to the Company shall be addressed as follows until Holder receives notice of a change in address:


 


Outbrain
Inc. 


Attn:
Chief Financial Officer 


39
West 13th Street, 3rd Floor 


New
York, NY 10011 


Telephone:


Facsimile:


Email:


 


and


 


Outbrain
Inc. 


Attn:
Michael Kistler 


39
West 13th Street, 3rd Floor 


New
York, NY 10011





Telephone:
212 353-5898 


Facsimile: 


Email:
mkistler@outbrain.com



    8


     


    



With
a copy (which shall not constitute notice) to:


 


Loeb
 & Loeb LLP


Attn:
Lloyd Rothenberg 


345
Park Ave 


New
York, New York 10154 


Telephone:
212 407-4937 


Facsimile:
212 407-4990 


Email:
lrothenberg@loeb.com


 


5.6      
Waiver. This Warrant and any term hereof may be changed, waived, discharged or terminated (either generally or in a particular
instance and either retroactively or prospectively) only by an instrument in writing signed by the party against which enforcement
of such change, waiver, discharge or termination is sought.


 


5.7      
Attorneys’ Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the
party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including
reasonable attorneys’ fees.


 


5.8      
Counterparts; Facsimile/Electronic Signatures. This Warrant may be executed in counterparts, all of which together shall
constitute one and the same agreement. Any signature page delivered electronically or by facsimile shall be binding to the same
extent as an original signature page with regards to any agreement subject to the terms hereof or any amendment thereto.


 


5.9      
Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of California,
without giving effect to its principles regarding conflicts of law.


 


5.10    
Headings. The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning
of any provision of this Warrant.


 


5.11    
Business Days. “Business Day” is any day that is not a Saturday, Sunday or a day on which WestRiver
Mezzanine Loans, LLC is closed.


 


[Remainder
of page left blank intentionally]


[Signature
page follows] 




    9


     


    

IN
WITNESS WHEREOF, the parties have caused this Warrant to Purchase Stock to be executed by their duly authorized representatives
effective as of the Issue Date written above.


 


	“COMPANY”	 
	 	 	 
	OUTBRAIN INC.	 
	 	 	 
	By:	/s/ Yaron
    Galai	 



 


	Name:	Yaron Galai	 
	 	(Print)	 






	Title:	CEO	 


 


	“HOLDER”	 
	 	 	 
	WESTRIVER MEZZANINE LOANS, LLC	 
	 	 	 
	By:	Loan Manager, LLC, its	 
	 	Managing Member	 
	 	 	 
	By:	/s/ Erik
    J. Anderson	 
	 	Erik J. Anderson, Manager	 






    10


     


    






APPENDIX
1


 


NOTICE
OF EXERCISE


 


1.
             The undersigned Holder hereby exercises its right to purchase_________
shares of the Common/Series______ Preferred [circle one] Stock of _____________________(the “Company”)
in accordance with the attached Warrant To Purchase Stock, and tenders payment of the aggregate Warrant Price for such shares
as follows:


 


	 ̈	check in the amount
    of $__________ payable to order of the Company enclosed herewith
	 
	 ̈

         
	Wire
        transfer of immediately available funds to the Company’s account

         

	 ̈

         

         ̈
	Cashless
        Exercise pursuant to Section 1.2 of the Warrant

         

        Other
        [Describe] ______________________________________________






 


2.
             Please issue a certificate or certificates representing
the Shares in the name specified below:


 





	 	Holder’s
    Name	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	(Address)	 



 


3.
             By its execution below and for the benefit of the Company,
Holder hereby restates each of the representations and warranties in Section 4 of the Warrant to Purchase Stock as of the date
hereof.


 





	 	HOLDER:






	 	 


 





	 	By:	 


 





	 	Name: 	 


 





	 	Title: 	 


 





	 	(Date):	 






    Appendix 1


     


    

SCHEDULE
1


 


Company
Capitalization Table


 


See
attached 




    Schedule 1


     


    

OUTBRAIN
CAP TABLE



 





	Period End	 	30-Sep-14	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders	 	Common
    Stock	 	Series
    A	 	Series
    B	 	Series
    C	 	Series
    D	 	Series
    E	 	Series
    F	 	Total
    Preferred Stock	 	Total
    	 	%
    Outstanding 

    Shares 

    Ownership	 	 	%
    Fully Diluted

    Ownership	 
	Founders	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ori Lahav	 	 	959,163	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	959,163	 	 	1.66	%	 	 	1.32	%
	Yaron Galai	 	 	5,000,000	 	 	-	 	 	182,072	 	 	44,392	 	 	-	 	 	-	 	 	-	 	 	226,464	 	 	5,226,454	 	 	9.05	%	 	 	7.17	%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Incorporation Shareholders	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Amir Lahav	 	 	75,000	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	75,000	 	 	0.13	%	 	 	0.10	%
	Dalit Lahav	 	 	15,498	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	15,498	 	 	0.03	%	 	 	0.02	%
	Dan Galai	 	 	1,000,000	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	1,000,000	 	 	1.73	%	 	 	1.37	%
	Doron Levin	 	 	100,000	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	100,000	 	 	0.17	%	 	 	0.14	%
	Efrat Peretz	 	 	47,233	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	47,233	 	 	0.08	%	 	 	0.06	%
	Ester Shabtal	 	 	90,498	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	90,498	 	 	0.16	%	 	 	0.12	%
	Eytan Galai	 	 	150,000	 	 	 	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	150,000	 	 	0.26	%	 	 	0.21	%
	lian
                                 Licir



	 	 	100,000	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	100,000	 	 	0.17	%	 	 	0.14	%
	IsascharKurt



	 	 	200,000	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	200,000	 	 	0.35	%	 	 	0.27	%
	Loeb
                                 & Loeb LLP



	 	 	100,000	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	100,000	 	 	0.17	%	 	 	0.14	%
	Mickey Kertesz	 	 	50,000	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	50,000	 	 	0.09	%	 	 	0.07	%
	Noam Galai	 	 	100,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	100,000	 	 	0.17	%	 	 	0.14	%
	Rani Netken	 	 	89,375	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	89,375	 	 	0.15	%	 	 	0.12	%
	Salinger & Co.	 	 	125,000	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	125,000	 	 	0.22	%	 	 	0.17	%
	Uri
                                 Galai 



	 	 	100,000	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	100,000	 	 	0.17	%	 	 	0.14	%
	Ziv
                                 Kop 



	 	 	250,000	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	250,000	 	 	0.43	%	 	 	0.34	%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other  Early
    Shareholders	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Leon
                                 Recanati 



	 	 	1,892,593	 	 	691,976	 	 	364,144	 	 	529,973	 	 	-	 	 	-	 	 	74,543	 	 	1,660,636	 	 	3,553,229	 	 	6.15	%	 	 	4.88	%
	Michel
                                 Crouhy 



	 	 	182,963	 	 	50,860	 	 	134,357	 	 	89,771	 	 	-	 	 	-	 	 	-	 	 	274,988	 	 	457,951	 	 	0.79	%	 	 	0.63	%
	Mikhal
                                 Edelstyn



	 	 	-	 	 	-	 	 	-	 	 	90,000	 	 	10,050	 	 	-	 	 	-	 	 	100,050	 	 	100,050	 	 	0.17	%	 	 	0.14	%
	MTS Investments Inc.	 	 	343,056	 	 	-	 	 	-	 	 	83,645	 	 	-	 	 	-	 	 	100,000	 	 	183,645	 	 	526,701	 	 	0.91	%	 	 	0.72	%
	Provident  Fund
    of the  Employees of the  Hebrew University of JerusaTem Ltd.	 	 	343,056	 	 	95,285	 	 	-	 	 	106,879	 	 	-	 	 	-	 	 	-	 	 	202.164	 	 	545,220	 	 	0.94	%	 	 	0.75	%
	Sigma P.C.M. Ltd.	 	 	74,517	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	74,517	 	 	0.13	%	 	 	0.10	%
	Zohar Gilon 



	 	 	-	 	 	-	 	 	182,072	 	 	44,393	 	 	25,300	 	 	 	 	 	44,726	 	 	296,491	 	 	296,491	 	 	0.51	%	 	 	0.41	%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Consultants



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	David Rosenblatt	 	 	50,000	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	50,000	 	 	0.09	%	 	 	0.07	%
	Jack Haire	 	 	50,000	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	50,000	 	 	0.09	%	 	 	0.07	%
	Kevin Fortuna	 	 	100,000	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	100,000	 	 	0.17	%	 	 	0.14	%
	Kevin Fortuna  (AKF
    Partners)	 	 	100,000	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	100,000	 	 	0.17	%	 	 	0.14	%
	Vivek Shah	 	 	82,539	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	82,539	 	 	0.14	%	 	 	0.11	%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Venture capital Groups
    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Carmel Ventures, III
    LP.	 	 	-	 	 	-	 	 	7,282,880	 	 	1,784,105	 	 	814,239	 	 	-	 	 	298,174	 	 	10,179,398	 	 	10,179,398	 	 	17.62	%	 	 	13.97	%
	Gemini	 	 	914,815	 	 	2,834,053	 	 	2,603,211	 	 	1,589,920	 	 	-	 	 	-	 	 	372,717	 	 	7,399,901	 	 	8,314,716	 	 	14.39	%	 	 	11.41	%
	Harbauivest	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	2.415,207	 	 	2,415,207	 	 	2,415,207	 	 	4.18	%	 	 	3.31	%
	Index	 	 	649,548	 	 	279,840	 	 	-	 	 	-	 	 	2,931,262	 	 	-	 	 	298,174	 	 	3,509,276	 	 	4,158,824	 	 	7.20	%	 	 	5.71	%
	Ughtspeed Venture Partners
    VII, LP.	 	 	914,815	 	 	3,113,893	 	 	2,603,211	 	 	1,624,637	 	 	1,954,175	 	 	-	 	 	447,261	 	 	9,743,177	 	 	10,657,992	 	 	18.45	%	 	 	14.62	%
	RH Internet II LLC	 	 	-	 	 	-	 	 	1,213,813	 	 	489,732	 	 	-	 	 	-	 	 	596,347	 	 	2,299,892	 	 	2,299,892	 	 	3.98	%	 	 	3.16	%
	Vintage	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	670,891	 	 	670,891	 	 	670,891	 	 	1.16	%	 	 	0.92	%
	Visual Revenue Shareholders	 	 	42,708	 	 	-	 	 	-	 	 	-	 	 	-	 	 	1,080,197	 	 	 	 	 	1,080,197	 	 	1,122,905	 	 	1.94	%	 	 	1.54	%
	Current
    and Former Employees	 	 	3,246,579	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	3,246,579	 	 	5.62	%	 	 	4.45	%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Common
    Stock and Preferred Stock	 	 	17,533,956	 	 	7,065,907	 	 	14,565,760	 	 	6,477,447	 	 	5,735,026	 	 	1,080,197	 	 	5,318,040	 	 	40,242,377	 	 	57,781,333	 	 	100.00	%	 	 	79.28	%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Stock Options outstanding	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	11,935,419	 	 	 	 	 	 	16.38	%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Wanants Outstanding
    Under the Plan	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	35,000	 	 	 	 	 	 	0.05	%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Warrants Outstanding
    Outside of the Plan	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	480,852	 	 	 	 	 	 	0.65	%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Stock Awards,  RSAs,
    RSUs Unvested	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1,250,000	 	 	 	 	 	 	1.72	%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SARs	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	25,952	 	 	 	 	 	 	0.04	%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shares
    Available for Issuance Under Option  Plan	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1,373,052	 	 	 	 	 	 	US%	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Grand
    Total	 	 	17,538,956	 	 	7,065,907	 	 	14,565,760	 	 	6,477,447	 	 	5,735,026	 	 	1,080,197	 	 	5,318,040	 	 	40,242,377	 	 	72,881,608	 	 	100.00	%	 	 	100.00	%