Exhibit
4.4


 


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
5.1(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”).


 


THIS
WARRANT CERTIFIES THAT, for good and valuable consideration, SILICON VALLEY BANK (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. Reference is made to Section 5.4 of this Warrant whereby Silicon Valley Bank shall transfer this Warrant
to its parent company, SVB Financial Group.


 


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.


 


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.



    4 


     


    


(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


 


(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.



    5 


     


    


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
SILICON VALLEY BANK 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 SVB Financial Group (Silicon Valley Bank’s parent company) or any other affiliate of Holder, provided
that any such transferee is an “accredited investor” as defined in Regulation D promulgated under the Act.


 


5.4           Transfer
Procedure. After receipt by Silicon Valley Bank of the executed Warrant, Silicon Valley Bank will transfer all of this Warrant
to its parent company, SVB Financial Group, By its acceptance of this Warrant, SVB Financial Group hereby makes to the Company
each of the representations and warranties set forth in Section 4 hereof and agrees to be bound by all of the terms and conditions
of this Warrant as if the original Holder hereof. Subject to the provisions of Section 5.3 and upon providing the Company with
written notice, SVB Financial Group and any subsequent 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, SVB Financial Group or any
subsequent 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 other than SVB Financial Group
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:


 


SVB
Financial Group 

Attn: Treasury Department 

3003 Tasman Drive, HC 215 

Santa Clara, CA 95054 

Telephone: (408) 654-7400 

Facsimile: (408) 988-8317 

Email address: derivatives@svb.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


 


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@Ioeb.com



    8 


     


    


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 Silicon Valley
Bank 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”	 
	 	 	 
	SILICON
    VALLEY BANK	 
	 	 	 
	By:	/s/
    Brendan P. Quinn	 
	 	 	 
	Name: 	Brendan
    P. Quinn	 
	 	(Print)	 
	Title:	VP	 






    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	 	 	-	 	 	-	 	 	-	 	 	226,454	 	 	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 Shabtai	 	90,498	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	90,498	 	 	0.16	%	 	0.12	%
	Eytan Galai	 	150,000	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	150,000	 	 	0.26	%	 	0.21	%
	llan Lior	 	100,000	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	100,000	 	 	0.17	%	 	0.14	%
	Isaschar Kurt	 	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 Nelken	 	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 Jerusalem 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	%
	Harbourvest	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	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	%
	Lightspeed 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	 	17,538,956	 	 	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	%
	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	-	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Slock Options Outstanding	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	11,935,419	 	 	 	 	 	16.38	%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Warrants Outstanding
    Under the Plan	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	35,000	 	 	 	 	 	0.05	%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Warrants Outstanding
    Outside of the Plan	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	480,852	 	 	 	 	 	0.66	%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	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	 	 	 	 	 	1.88	%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	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	%