SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

TubeMogul, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

898570106

(CUSIP Number)

Copies to:

Michael Dillon

Executive Vice President, General Counsel and Corporate Secretary

Adobe Systems Incorporated

345 Park Avenue

San Jose, California 95110

(408) 536-6000

Jane Ross

Weil, Gotshal & Manges LLP

201 Redwood Shores Parkway

Redwood Shores, California 94065

(650) 802-3000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 10, 2016

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.   898570106						13D
	1	Names of Reporting Persons ADOBE SYSTEMS INCORPORATED
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o
	3	SEC Use Only
	4	Source of Funds N/A
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):o
	6	Citizenship or Place of Organization DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:			7	Sole Voting Power 0
			8	Shared Voting Power 6,888,463 (1)
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 0 (1)
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares x
	13	Percent of Class Represented by Amount in Row (11) 18.20% (1)
	14	Type of Reporting Person CO

(1) An aggregate of 6,888,463 shares of TubeMogul, Inc. (the “Issuer”) common stock (as represented to Adobe by the Issuer and the Stockholders) are subject to Tender and Support Agreements dated November 10, 2016 (the “Tender Agreements”) entered into by Adobe Systems Incorporated (“Adobe”), Tiger Acquisition Corporation, a subsidiary of Adobe, and each of Brett Wilson, Keith Eadie, Eric Deeds, Ajay Chopra, Ashu Garg, David Toth, Russell Fradin, Jack Lazar, Trinity Ventures X, L.P., Trinity X Side-By-Side Fund, L.P. and Trinity X Entrepreneurs’ Fund, L.P. (each a “Stockholder,” discussed in Items 3 and 4 below) representing shares beneficially owned by the Stockholders. Adobe expressly disclaims beneficial ownership of any shares of Issuer common stock covered by the Tender Agreements. Excluding Shares underlying Issuer stock options and restricted stock units, as of November 9, 2016, the aggregate number of shares of Issuer common stock that are subject to the Tender Agreements represent approximately 15.8% of all Shares outstanding as of November 9, 2016. Including Shares which may be issued under Issuer stock options and restricted stock units which are exercisable for or may become vested and settled for Shares within 60 days of November 9, 2016, the aggregate number of shares of Issuer common stock that are subject to the Tender Agreements represent approximately 18.2% of the total of all Shares that are outstanding and all additional Shares that are deemed outstanding for purposes of calculating the Stockholders’ percentage ownership in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act as of November 9, 2016.

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CUSIP No.   898570106						13D
	1	Names of Reporting Persons TIGER ACQUISITION CORPORATION
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o
	3	SEC Use Only
	4	Source of Funds N/A
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):o
	6	Citizenship or Place of Organization DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:			7	Sole Voting Power 0
			8	Shared Voting Power 6,888,463 (2)
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 0 (2)
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares x
	13	Percent of Class Represented by Amount in Row (11) 18.20% (2)
	14	Type of Reporting Person CO

(2) An aggregate of 6,888,463 shares of TubeMogul, Inc. (the “Issuer”) common stock (as represented to Adobe by the Issuer and the Stockholders) are subject to Tender and Support Agreements dated November 10, 2016 (the “Tender Agreements”) entered into by Adobe Systems Incorporated (“Adobe”), Tiger Acquisition Corporation (“Merger Subsidiary”), a subsidiary of Adobe, and each of Brett Wilson, Keith Eadie, Eric Deeds, Ajay Chopra, Ashu Garg, David Toth, Russell Fradin, Jack Lazar, Trinity Ventures X, L.P., Trinity X Side-By-Side Fund, L.P. and Trinity X Entrepreneurs’ Fund, L.P. (each a “Stockholder,” discussed in Items 3 and 4 below) representing shares beneficially owned by the Stockholders. Merger Subsidiary expressly disclaims beneficial ownership of any shares of Issuer common stock covered by the Tender Agreements. Excluding Shares underlying Issuer stock options and restricted stock units, as of November 9, 2016, the aggregate number of shares of Issuer common stock that are subject to the Tender Agreements represent approximately 15.8% of all Shares outstanding as of November 9, 2016. Including Shares which may be issued under Issuer stock options and restricted stock units which are exercisable for or may become vested and settled for Shares within 60 days of November 9, 2016, the aggregate number of shares of Issuer common stock that are subject to the Tender Agreements represent approximately 18.2% of the total of all Shares that are outstanding and all additional Shares that are deemed outstanding for purposes of calculating the Stockholders’ percentage ownership in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act as of November 9, 2016.

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Item 1.Security and Issuer

This statement relates to the Common Stock, par value $0.001 per share (the “Shares”), issued by TubeMogul, Inc. (the “Issuer”). The address of the principal executive offices of the Issuer is 1250 53rd Street, Suite 2, Emeryville, CA 94608.

Item 2.Identity and Background

This statement is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by Adobe Systems Incorporated, a Delaware corporation (“Adobe”) and Tiger Acquisition Corporation (“Merger Subsidiary” and, together with Adobe, the “Reporting Persons”). The address of the principal business and the principal office of each of the Reporting Persons is 345 Park Avenue, San Jose, California 95110. Adobe is one of the largest and most diversified software companies in the world. Adobe offers a line of products and services used by creative professionals, marketers, knowledge workers, application developers, enterprises and consumers for creating, managing, delivering, measuring, optimizing and engaging with compelling content and experiences across multiple operating systems, devices and media. Adobe markets and licenses its products and services directly to enterprise customers through its sales force and to end users through app stores and its own website at www.adobe.com. Adobe offers many of its products via a Software-as-a-Service model or a managed services model (both of which are referred to as a hosted or cloud-based model) as well as through term subscription and pay-per-use models. Adobe also distributes certain products and services through a network of distributors, value-added resellers, systems integrators, independent software vendors, retailers, software developers and original equipment manufacturers. In addition, Adobe licenses its technology to hardware manufacturers, software developers and service providers for use in their products and solutions. Adobe’s products run on personal and server-based computers, as well as on smartphones, tablets and other devices, depending on the product. Adobe has operations in the Americas, Europe, Middle East and Africa and Asia-Pacific.

The name, business address, present principal occupation or employment and citizenship of each director and executive officer (including a director and officer who may be a controlling person) of the Reporting Persons is set forth on Schedule A.

During the last five years, none of the Reporting Persons or, to the knowledge of the Reporting Persons, any of the persons listed on Schedule A attached hereto have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.Source and Amount of Funds or Other Consideration

The total amount of funds required by the Reporting Persons to consummate the Offer (as defined below) and purchase all of the outstanding Shares in the Offer and provide funding in connection with the Merger (as defined below) is approximately $540 million, plus related fees and expenses. The Reporting Persons expect to fund these payments using cash on hand and available borrowings under Adobe’s revolving credit facility.

The information set forth or incorporated by reference in Item 4 is incorporated by reference in this Item 3.

Item 4.Purpose of Transaction

As described in Item 3 above, this statement is being filed in connection with the Merger Agreement and the Tender Agreements.

On November 10, 2016, Adobe, the Issuer and Merger Subsidiary entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Adobe has agreed to cause Merger Subsidiary to commence a cash

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tender offer (the “Offer”) to purchase all of the outstanding Shares at a price per Share equal to $14.00 (the “Offer Price”), net to the seller in cash, without interest and subject to any required tax withholding. The obligations of Merger Subsidiary to, and of Adobe to cause Merger Subsidiary to, accept for payment, and pay for, any Shares validly tendered and not validly withdrawn pursuant to the Offer is subject to the condition that there will have been validly tendered and not withdrawn prior to the expiration of the Offer that number of Shares (without regard to Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee) which would represent at least a majority of the issued and outstanding Shares (assuming the exercise of all outstanding stock options of the Issuer and the issuance of all Shares that the Issuer is obligated to issue thereon) immediately prior to the first time Merger Subsidiary accepts for payment and pays for Shares validly tendered and not properly withdrawn pursuant to the Offer (the “Acceptance Time”). The consummation of the Offer is also conditioned upon, among other things, the expiration or termination of the applicable premerger waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other customary conditions.

As soon as practicable following the consummation of the Offer and subject to the satisfaction or waiver of the remaining conditions set forth in the Merger Agreement, Merger Subsidiary will merge with and into the Issuer (the “Merger”), with the Issuer surviving the Merger as a wholly owned subsidiary of Adobe (the “Surviving Corporation”), in accordance with the General Corporation Law of the State of Delaware (the “DGCL”). The Merger will be governed by Section 251(h) of the DGCL, with no stockholder vote required to consummate the Merger. Upon the consummation of the Merger (the “Effective Time”), each Share will be converted into the right to receive cash in an amount equal to the Offer Price, without interest and subject to any required tax withholding.

The unvested portion of (a) each in-the-money Issuer stock option that is outstanding and unexercised and is held by an employee of the Issuer or any subsidiary of the Issuer as of immediately prior to the Effective Time and (b) each Issuer restricted stock unit that is outstanding and is held by an employee of the Issuer or any subsidiary of the Issuer as of immediately prior to the Effective Time will, in each case, be assumed or replaced by Adobe and become a corresponding stock option to acquire shares of Adobe common stock or restricted stock unit in respect of shares of Adobe common stock, as the case may be, the number and terms of which will be determined pursuant to the terms of the Merger Agreement. The vested portion (including any portion that pursuant to its terms becomes vested solely as a result of the transactions contemplated by the Merger Agreement) of (i) each in-the-money Issuer stock option that is outstanding and unexercised at the Effective Time and (ii) each Issuer restricted stock unit that is outstanding and unsettled at the Effective Time will, in each case, terminate and be cancelled and the former holder thereof will be entitled to receive an amount in cash as determined pursuant to the terms of the Merger Agreement. Each Issuer stock option that has an exercise price per share that equals or exceeds the Offer Price will be cancelled at the Effective Time without any consideration being payable in respect thereof. Adobe shall not assume any Issuer stock options or Issuer restricted stock units, or substitute any Issuer stock options or Issuer restricted stock units with an equivalent option, restricted stock unit or right, held by any individual who, at the Effective Time, is not a current employee of the Issuer or any subsidiary of the Issuer. Each unvested Issuer stock option or unvested Issuer restricted stock unit held by any individual who is not a current employee of the Issuer or any subsidiary of the Issuer as of immediately prior to the Effective Time will be accelerated and treated as a vested Issuer stock option or vested Issuer restricted stock unit in accordance with the Merger Agreement.

As an inducement to enter into the Merger Agreement, and in consideration thereof, Adobe and Merger Subsidiary entered into a Tender and Support Agreement with each of Brett Wilson, Keith Eadie, Eric Deeds, Ajay Chopra, Ashu Garg, David Toth, Russell Fradin, Jack Lazar, Trinity Ventures X, L.P., Trinity X Side-By-Side Fund, L.P. and Trinity X Entrepreneurs’ Fund, L.P. (each a “Stockholder”), each dated as of the date of the Merger Agreement (the “Tender Agreements”). Pursuant to the Tender Agreements, each Stockholder has agreed to tender, and not withdraw, all Shares beneficially owned by them as of the date of the Tender Agreement or acquired by them after such date (collectively, the “Subject Shares”) no later than ten (10) business days after the commencement of the Offer. None of the Reporting Persons paid any consideration to the Stockholders in connection with the execution and delivery of the Tender Agreements.

The Stockholders have also agreed that they will vote their Subject Shares against certain alternative corporate transactions, each as more fully described in the Tender Agreements, until the earliest to occur of (a) the date upon which the Merger Agreement is validly terminated and (b) the Effective Time. In furtherance of the Stockholders’ covenants under the Tender Agreements, the Stockholders agreed to appoint Adobe as their attorney-in-fact and

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proxy to vote the Stockholders’ Subject Shares against the corporate transactions set forth in the immediately preceding sentence.

Shared voting power with respect to the Shares owned by the Stockholders may be deemed to have been acquired through execution of the Tender Agreements. The Reporting Persons have not expended any funds in connection with the execution of the Tender Agreements.

Schedule B attached hereto contains the names and number of Shares beneficially held by each Stockholder (as represented to Adobe by the Issuer and the Stockholders).

The purpose of the Offer is to acquire control of, and ultimately following the Merger, the entire equity interest in, the Issuer while allowing the Issuer’s stockholders an opportunity to receive the Offer Price promptly by tendering their Shares into the Offer. After the consummation of the Offer, Adobe and Merger Subsidiary intend to consummate the Merger as soon as practicable, subject to the satisfaction or waiver of certain conditions. At the Effective Time, (i) the certificate of incorporation of the Issuer will be amended as mutually agreed by the Issuer and Adobe, (ii) the bylaws of Merger Subsidiary, as in effect immediately prior to the effective time of the Merger, will be the bylaws of the Issuer and (iii) the directors and officers of Merger Subsidiary immediately prior to the effective time of the Merger will be the initial directors and officers of the Issuer.

Following the Merger, the Shares will no longer be traded on the NASDAQ Global Select Market, there will be no public market for the Shares, and registration of the Shares under the Exchange Act will be terminated.

Except as set forth in this Statement and in connection with the Merger described above, the Reporting Persons do not have any plan or proposals that relate to or would result in any of the transactions described in Item 4 of this Schedule 13D.

The foregoing descriptions of the Merger Agreement and the Tender Agreements do not purport to be complete and are qualified in their entirety by reference to such agreements. A copy of the Merger Agreement, listed as Exhibit 2.1 hereto, is incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on November 10, 2016. Copies of the forms of Tender Agreement are attached as Exhibit 2.2 to this Schedule13D.

The Offer has not yet commenced. The foregoing is neither an offer to purchase nor a solicitation of an offer to sell Shares, nor is it a substitute for the tender offer materials that Adobe and Merger Subsidiary will file with the SEC upon commencement of the Offer. At the time the Offer is commenced, Adobe and Merger Subsidiary will file tender offer materials on Schedule TO, and the Issuer will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer. The tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other tender offer documents) and the Solicitation/Recommendation Statement will contain important information. Holders of Shares are urged to read these documents when they become available because they will contain important information that holders of Issuer securities should consider before making any decision regarding tendering their securities. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of Shares at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free at the SEC’s web site at www.sec.gov.

Item 5.Interest in Securities of the Issuer

(a) and (b) Other than those Shares that may be deemed to be beneficially owned in connection with the Tender Agreements, the Reporting Persons have not acquired and, for the purposes of Rule 13d-4 promulgated under the Exchange Act, do not beneficially own any Shares.

As a result of the Tender Agreements, the Reporting Persons may be deemed to have the power to vote up to an aggregate of 6,888,463 Shares (of which 1,058,909 Shares underlie Issuer stock options and restricted stock units to purchase Shares exercisable within 60 days of November 9, 2016) (as represented to Adobe by the Issuer and the Stockholders) against certain matters set forth in Item 4 above, and thus, the Reporting Persons may each be deemed

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to be the beneficial owner of, in the aggregate, 6,888,463 Shares that are outstanding and all additional Shares that are deemed outstanding for the purposes of calculating the Stockholders’ percentage ownership in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act as of November 9, 2016.

The Reporting Persons are not entitled to any rights as stockholders of the Issuer as to the Shares covered by the Tender Agreements, except as otherwise expressly provided in the Tender Agreements.  This Schedule 13D shall not be construed as an admission by the Reporting Persons that the Reporting Persons are, for the purposes of Section 13(d) of the Securities Exchange Act of 1934, the beneficial owners of any Shares covered by the Tender Agreements.

Except as set forth in this Item 5(a), none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the persons named in Schedule A hereto beneficially own any Shares.

(c) Except for the Merger Agreement and the Tender Agreements described above, to the knowledge of the Reporting Persons, no transactions in the class of securities reported have been effected during the past 60 days by any person named in Schedule A or Item 5(a).

(d) To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer reported herein.

(e) Inapplicable.

Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Except for the Merger Agreement and the Tender Agreements described above, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, among the persons named in Item 2 or between such persons and any other person, with respect to any securities of Issuer, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities.

Item 7.Material to Be Filed as Exhibits

2.1	Agreement and Plan of Merger, dated as of November 10, 2016, by and among Adobe Systems Incorporated, Tiger Acquisition Corporation and TubeMogul, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by TubeMogul, Inc. with the SEC on November 10, 2016).
2.2	Form of Tender and Support Agreement.*
99.1	Joint Filing Agreement, dated as of November 18, 2016, by and among Adobe Systems Incorporated and Tiger Acquisition Corporation.*

*Filed herewith.

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Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 18, 2016	ADOBE SYSTEMS INCORPORATED
	/s/ Mark Garrett
	Name: Mark Garrett
	Title: Executive Vice President and Chief Financial Officer
Date: November 18, 2016	TIGER ACQUISITION CORPORATION
	/s/ Justin Judd
	Name: Justin Judd
	Title: Vice President and Assistant Secretary

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SCHEDULE A

1.Adobe Systems Incorporated

The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Adobe are set forth below. If no business address is given, the director’s or executive officer’s business address is 345 Park Avenue, San Jose, California 95110. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Adobe. Unless otherwise indicated below, all of the persons listed below are citizens of the United States of America.

Name	Present Principal Occupation Including Name and Address of Employer
Directors
Dr. Charles M. Geschke	Director and Co-Chairman of the Board
Dr. John E. Warnock	Director and Co-Chairman of the Board
Shantanu Narayen	Director; President and Chief Executive Officer of Adobe
Amy Banse	Director; Managing Director and Head of Funds for Comcast Ventures and Senior Vice President of Comcast Corporation (One Kearny Building, 23 Geary Street, 10th Floor, San Francisco, CA 94108)
Edward W. Barnholt	Director
Robert Burgess	Director Citizenship: Canadian
Frank Calderoni	Director; Executive Vice President, Operations and Chief Financial Officer of Red Hat (100 E. Davie Street, Raleigh, NC 27601)
James E. Daley	Director
Laura Desmond	Director; Global Chief Executive Officer of Starcom MediaVest Group (35 West Wacker Drive, Chicago, IL 60601)
Dan Rosensweig	Director; President and Chief Executive Officer of Chegg.com (2350 Mission College Blvd., Suite 1400, Santa Clara, CA 95054)

Name	Present Principal Occupation Including Name and Address of Employer
Executive Officers (Who Are Not Directors)
Michael Dillon	Executive Vice President, General Counsel and Corporate Secretary
Mark Garrett	Executive Vice President and Chief Financial Officer
Bryan Lamkin	Executive Vice President and General Manager, Digital Media
Ann Lewnes	Executive Vice President and Chief Marketing Officer
Donna Morris	Executive Vice President, Customer and Employee Experience
Abhay Parasnis	Executive Vice President and Chief Technology Officer
Brad Rencher	Executive Vice President and General Manager, Digital Marketing
Matt Thompson	Executive Vice President, Worldwide Field Operations
Rich Rowley	Vice President and Chief Accounting Officer

2.Tiger Acquisition Corporation

The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Tiger Acquisition Corporation are set forth below. If no business address is given, the director’s or executive officer’s business address is 345 Park Avenue, San Jose, California 95110. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Adobe. Unless otherwise indicated below, all of the persons listed below are citizens of the United States of America.

Name	Present Principal Occupation Including Name and Address of Employer
Directors
Keith San Felipe	Director; Vice President, Corporate Treasurer
Tracy Hanson	Director; Vice President, Accounting and External Reporting

Name	Present Principal Occupation Including Name and Address of Employer
Executive Officers (Who Are Not Directors)
Mike Dillon	Executive Vice President, General Counsel and Corporate Secretary
Justin Judd	Vice President, Associate General Counsel
Donna Morris	Executive Vice President, Customer and Employee Experience

SCHEDULE B

Stockholder	Shares Beneficially Owned (1)(4)
Brett Wilson	1,715,175
Keith Eadie	172,199
Eric Deeds	143,863
Ajay Chopra(2)	4,467,352
Ashu Garg	22,567
David Toth	192,089
Russell Fadin	58,853
Jack Lazar	116,365
Entities affiliated with Trinity TVL X, LLC(3)	4,450,965

(1)As of November 9, 2016, as provided by the Issuer.

(2)Includes 4,450,965 shares beneficially owned by Trinity TVL X, LLC (“Trinity TVL X”).

(3)Includes shares held by Trinity Ventures X, L.P. (“Trinity X”), Trinity X Entrepreneurs’ Fund, L.P. (“Trinity EF X”) and Trinity X Side-By-Side Fund, L.P. (“Trinity SBS X”). Based solely on the information reported in the Schedule 13D filed with the following persons on July 7, 2016: (a) as the general partner of Trinity X, Trinity EF X and Trinity SBS X, Trinity TVL X has sole voting and investment power with respect to the shares held by Trinity X, Trinity EF X and Trinity SBS X; and (b) Lawrence K. Orr, Noel J. Fenton, Augustus O. Tai, Fred Wang, Patricia Nakache, Ajay Chopra, Karan Mehandru, Daniel Scholnick, Nina C. Labatt and TVL Management Corporation are management members of Trinity TVL X and may be deemed to share voting and investment power over the shares owned by Trinity X, Trinity EF X and Trinity SBS X.

(4)The calculation of beneficial ownership of each of the listed individuals includes the number of shares underlying stock options and restricted stock units exercisable by such person within 60 days of November 9, 2016:

Stockholder	Number of Shares Underlying Company Stock Awards
Brett Wilson	554,221
Keith Eadie	171,928
Eric Deeds	138,011
Ajay Chopra	5,679
Ashu Garg	5,679
David Toth	55,679
Russell Fradin	37,971
Jack Lazar	89,741
Entities affiliated with Trinity TVL X, LLC	—

EX-2.2

Exhibit 2.2

TENDER AND SUPPORT AGREEMENT

TENDER AND SUPPORT AGREEMENT, dated as of November 10, 2016 (this “Agreement”), among Adobe Systems, Inc., a Delaware corporation (“Parent”), Tiger Acquisition Corporation, a Delaware corporation (“Merger Subsidiary”), and the Person listed as “Stockholder” on the signature page hereto (“Stockholder”).

WHEREAS, as a condition and inducement to Parent’s and Merger Subsidiary’s willingness to enter into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), with TubeMogul, Inc., a Delaware corporation (the “Company”), Parent has requested Stockholder, and Stockholder has agreed, to enter into this Agreement with respect to all shares of common stock, par value $0.001 per share, of the Company that Stockholder Beneficially Owns (as defined in Section 5.10 below) at any time during the Support Period (as defined in Section 5.10 below).

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE 1
AGREEMENT TO TENDER

Section 1.01.  Tender of Shares.  Subject to the terms of this Agreement, unless the Merger Agreement has been validly terminated in accordance with its terms, Stockholder agrees: (i) to promptly (and, in any event, not later than ten (10) Business Days after commencement of the Offer) validly tender or cause to be validly tendered into the Offer, pursuant to and in accordance with the terms of the Offer and Rule 14d-2 under the Exchange Act, all of the outstanding shares of Company Common Stock Beneficially Owned by Stockholder that Stockholder is permitted to tender under applicable Law pursuant to and in accordance with the terms of the Offer (free and clear of any Liens or restrictions except for any applicable restrictions on transfer under the Securities Act and the rules and regulations promulgated thereunder or as created by this Agreement that would not in any event prevent Stockholder from tendering Stockholder’s shares of Company Common Stock in accordance with this Agreement or otherwise complying with Stockholder’s obligations under this Agreement); and (ii) if Stockholder acquires Beneficial Ownership of any additional outstanding shares of Company Common Stock during the Support Period, to promptly (and, in any event, not later than two (2) Business Days after Stockholder acquires Beneficial Ownership of such additional outstanding shares of Company Common Stock) validly tender or cause to be validly tendered into the Offer, pursuant to and in accordance with the terms of the Offer, all of such additional shares of Company Common Stock (free and clear of any Liens or restrictions except for any applicable restrictions on transfer under the Securities Act and the rules and regulations promulgated thereunder or as created by this Agreement that would not in any event prevent Stockholder from tendering Stockholder’s shares of Company Common Stock in accordance with this Agreement or otherwise complying with Stockholder’s obligations under this Agreement).  Notwithstanding anything in this Agreement to the contrary, nothing herein shall require Stockholder to exercise any Company Stock Option or other equity award or require Stockholder to purchase any shares of Company Common Stock, and nothing herein shall prohibit Stockholder from exercising any Company Stock Option held by such Stockholder as of the date of this Agreement.

Section 1.02.  No Withdrawal.  Stockholder agrees not to withdraw, and not to cause or permit to be withdrawn, any shares of Company Common Stock from the Offer unless and until (A) the Offer expires without Merger Subsidiary having accepted for payment shares of Company Common Stock tendered in the Offer or (B) termination of this Agreement in accordance with Section 5.03 hereof.

Section 1.03.  Conditional Obligation.  Stockholder acknowledges and agrees that Merger Subsidiary’s obligation to accept for payment shares of Company Common Stock tendered into the Offer, including any shares of Company Common Stock tendered by Stockholder, is subject to the terms and conditions of the Merger Agreement and the Offer

Section 1.04.   Return of Subject Securities. If (a) the Offer is terminated or withdrawn by Merger Sub or (b) the Merger Agreement is terminated prior to the purchase of the Company Common Stock tendered by the Stockholder in the Offer, Parent and Merger Sub shall promptly return, and shall cause any depository acting on behalf of Parent and Merger Sub to return, all Company Common Stock tendered by Stockholder in the Offer to Stockholder.

ARTICLE 2
VOTING AGREEMENT; GRANT OF PROXY

Section 2.01.  Voting Agreement.  Stockholder hereby agrees that, during the Support Period, Stockholder will not vote any outstanding shares of Company Common Stock Beneficially Owned by Stockholder in favor of, or consent to, and will vote against and not consent to, the approval of any (i) Takeover Proposal, (ii) reorganization, recapitalization, dissolution, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company other than the Merger, (iii) corporate action the consummation of which would frustrate the purposes, or prevent or delay the consummation, of any of the transactions contemplated by the Merger Agreement or (iv) other matter relating to, or in connection with, any of the foregoing matters. Stockholder shall ensure that, during the Support Period, any other Person having voting power with respect to any outstanding shares of Company Common Stock Beneficially Owned by Stockholder will not vote any such shares in favor of or consent to, and will vote against, the approval of the matters described in clauses (i) through (iv) of the preceding sentence.

Section 2.02.  Irrevocable Proxy.  Stockholder hereby revokes any and all previous proxies granted with respect to the outstanding shares of Company Common Stock Beneficially Owned by Stockholder.  By entering into this Agreement, Stockholder hereby grants a proxy appointing Parent as Stockholder’s attorney-in-fact and proxy, with full power of substitution, for and in Stockholder’s name, to vote, express consent or dissent, or otherwise to utilize such voting power in the manner contemplated by Section 2.01 above as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper with respect to the outstanding shares of Company Common Stock Beneficially Owned by Stockholder.  The proxy granted by Stockholder pursuant to this Article 2 is irrevocable and is granted in consideration of Parent and Merger Subsidiary entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses.  The proxy granted by Stockholder shall not be exercised to vote, consent or act on any matter

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except as contemplated by Section 2.01 above.  The proxy granted by Stockholder shall be revoked after the Support Period upon termination of this Agreement in accordance with its terms.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER

Stockholder represents and warrants to Parent that:

Section 3.01.  Authorization.  The execution, delivery and performance by Stockholder of this Agreement and the consummation by Stockholder of the transactions contemplated hereby are within the powers (corporate and otherwise) of Stockholder and, if applicable, have been duly authorized by all necessary corporate, company, partnership or other action.  This Agreement constitutes a valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, moratorium or similar law affecting creditors’ rights generally and to rules of law governing specific performance, injunctive relief and other equitable remedies.  If Stockholder is married and (i) the shares of Company Common Stock or Company Stock Awards set forth on Exhibit A hereto opposite such Stockholder’s name constitute community property under applicable Law or (ii) any shares of Company Common Stock or Company Stock Awards of which Stockholder acquires Beneficially Ownership during the Support Period could constitute community property under applicable Law, then this Agreement has been duly authorized, executed and delivered by, and constitutes the valid and binding agreement of, such Stockholder’s spouse, enforceable against such Stockholder’s spouse in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, moratorium or similar law affecting creditors’ rights generally and to rules of law governing specific performance, injunctive relief and other equitable remedies.  If this Agreement is being executed in representative or fiduciary capacity, the Person signing this Agreement has full power and authority to enter into and perform this Agreement.

Section 3.02.  Non-Contravention.  The execution, delivery and performance by Stockholder of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) violate the certificate of incorporation or bylaws, operating agreement or other comparable charter or organizational documents, of Stockholder, if any, (ii) violate any applicable Law, (iii) conflict with or violate or require any consent, approval, notice or other action by any Person under, constitute a default (with or without notice of lapse of time or both) under, or give rise to any right of termination, cancellation or acceleration or to a loss of any benefit to which Stockholder is entitled under any provision of any Contract binding on Stockholder or any of Stockholder’s properties or assets, including the shares of Company Common Stock Beneficially Owned by Stockholder or (iv) result in the imposition of any Lien on any asset of Stockholder.

Section 3.03.  Ownership of Shares.  Stockholder (together with Stockholder’s spouse if Stockholder is married and the shares of Company Common Stock or Company Stock Awards set forth on Exhibit A hereto opposite such Stockholder’s name constitute community property under Applicable Law) is the Beneficial Owner of the shares of Company Common Stock and Company Stock Awards set forth on Exhibit A hereto opposite such Stockholder’s name, free and clear of any lien, encumbrance and any other limitation or restriction (including any restriction on the right to vote or otherwise dispose of the shares of Company Common Stock Beneficially Owned by Stockholder).  None of such shares of Company Common Stock or such Company Stock Awards

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is subject to any voting trust or other Contract with respect to the voting of such shares of Company Common Stock or Company Stock Awards (including shares underlying such Company Stock Awards), except as set forth in this Agreement.

Section 3.04.  Total Shares.  Except for the shares of Company Common Stock set forth on Exhibit A hereto (including shares underlying Company Stock Awards set forth on Exhibit A hereto), Stockholder does not Beneficially Own any (i) shares of capital stock or voting securities of the Company or (ii) options, warrants or other rights to acquire, or securities convertible into or exchangeable for (in each case, whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company.

ARTICLE 4
COVENANTS OF STOCKHOLDER

Stockholder hereby covenants and agrees that:

Section 4.01.  No Proxies for, Encumbrances on or Disposition of Shares.

(i)    During the Support Period, except pursuant to the terms of this Agreement, Stockholder shall not, without the prior written consent of Parent, directly or indirectly (except, if Stockholder is an individual, as a result of the death of Stockholder), (a) grant any proxies, or enter into any voting trust or other Contract, with respect to the voting of any shares of Company Common Stock Beneficially Owned by Stockholder, (b) sell, assign, transfer, tender, encumber or otherwise dispose of, or enter into any Contract with respect to the direct or indirect sale, assignment, transfer, tender, encumbrance or other disposition of, any such shares or (c) take any other action that would make any representation or warranty of Stockholder contained herein untrue or incorrect in any material respect or in any way restrict, limit or interfere in any material respect with the performance of Stockholder’s obligations hereunder or the transactions contemplated hereby or by the Merger Agreement, or seek to do or solicit any of the foregoing actions, or cause or permit any other Person to take any of the foregoing actions, and agrees to notify Parent and Merger Subsidiary promptly, and to provide all details reasonably requested by Parent or Merger Subsidiary, if Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing.  Without limiting the generality of the foregoing, during the Support Period, Stockholder shall not tender, agree to tender or cause or permit to be tendered any shares of Company Common Stock Beneficially Owned by Stockholder into or otherwise in connection with any tender or exchange offer, except pursuant to the Offer.

(ii)   Notwithstanding the foregoing clause (i), Stockholder may transfer shares of Company Common Stock held by Stockholder to any member of Stockholder’s immediate family or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family; provided that a transfer referred to in this sentence shall be permitted only if, as a precondition to such transfer, the transferee agrees in a writing,

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reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Agreement.

Section 4.02.  Other Offers.  Neither Stockholder (in Stockholder’s capacity as such), nor any of Stockholder’s Subsidiaries, if any, shall, nor shall Stockholder or any of Stockholder’s Subsidiaries, if any, authorize or permit any of its or their respective Representatives to, and Stockholder shall instruct, and cause each applicable Subsidiary of Stockholder to instruct, each such Representative not to, directly or indirectly, take any of the following actions: (i) solicit, initiate, or knowingly encourage the submission of, any Takeover Proposal or any inquiry, proposal, offer or indication of interest that would reasonably be expected to lead to a Takeover Proposal; (ii) participate or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or any of its Subsidiaries to, afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to or otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any third party that is seeking to make, or has made, any Takeover Proposal; or (iii) resolve, propose or agree to do any of the foregoing. Without limiting the foregoing, it is understood that any violation of the foregoing restrictions by any Subsidiary of Stockholder or Representatives of Stockholder or any of its Subsidiaries shall be deemed to be a breach of this Section 4.02 by Stockholder.  Stockholder shall, and shall cause its Subsidiaries and its and their respective Representatives to cease immediately and cause to be terminated, and shall not authorize or knowingly permit any of its or their respective Representatives to continue, any and all existing activities, discussions or negotiations, if any, with any third party conducted prior to the date hereof with respect to any Takeover Proposal or Takeover Inquiry.  Stockholder shall notify Parent promptly (but in no event later than one Business Day) after it obtains knowledge of the receipt by Stockholder, any of its Subsidiaries or any of its or their respective Representatives of any Takeover Proposal or Takeover Inquiry, or any request for non-public information relating to the Company or any of the Company Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of the Company Subsidiaries by any third party with respect to any Takeover Proposal or Takeover Inquiry.  In such notice, Stockholder shall identify the third party making, and the terms and conditions of, any such Takeover Proposal, Takeover Inquiry or request.  Stockholder shall keep Parent informed, as promptly as practicable, of the status and terms of any such Takeover Proposal, Takeover Inquiry or request, including the material resolved and unresolved issues related thereto and material amendments or proposed amendments as to price and other material terms thereof.

Section 4.03.  Communications.  Stockholder hereby (i) consents to and authorizes the publication and disclosure by Parent, Merger Subsidiary and the Company (including in the Schedule TO, the Schedule 14D-9 or any other publicly filed documents relating to the Merger, the Offer or any other transaction contemplated by the Merger Agreement) of: (a) Stockholder’s identity; (b) Stockholder’s Beneficial Ownership of shares of Company Common Stock or Company Stock Awards (including the number of such shares or Company Stock Awards Beneficially Owned by Stockholder); and (c) the nature of Stockholder’s commitments, arrangements and understandings under this Agreement, and any other information that Parent, Merger Subsidiary or the Company determines to be necessary in any SEC disclosure document in connection with the Offer, the Merger or any of the other Transactions and (ii) agrees as promptly as practicable to notify Parent, Merger Subsidiary and the Company of any required corrections

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with respect to any written information supplied by Stockholder specifically for use in any such disclosure document.

Section 4.04.  Additional Shares.  In the event that Stockholder acquires Beneficial Ownership of, or the power to dispose of or vote or direct the disposition or voting of, any additional shares or other interests in or with respect to the Company, such shares or other interests shall, without further action of the parties, be subject to the provisions of this Agreement, and the number of shares of Company Common Stock Beneficially Owned by Stockholder set forth on Exhibit A hereto will be deemed amended accordingly.  Stockholder shall promptly notify Parent, Merger Subsidiary and the Company of any such event.

Section 4.05.  Waiver of Appraisal and Dissenters’ Rights and Actions.  Stockholder hereby (i) waives and agrees not to exercise any rights (including under Section 262 of the General Corporation Law of the State of Delaware) to demand appraisal of any shares of Company Common Stock Beneficially Owned by Stockholder or rights to dissent from the Merger which may arise with respect to the Merger and (ii) agrees not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or other Legal Proceeding, against Parent, Merger Subsidiary, the Company or any of their respective successors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the making or consummation of the Offer or consummation of the Merger, including any Legal Proceeding (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (y) alleging a breach of any fiduciary duty of the Board of Directors of the Company in connection with the Merger Agreement or the Transactions.

ARTICLE 5
MISCELLANEOUS

Section 5.01.  Other Definitional and Interpretative Provisions.  Unless specified otherwise, in this Agreement the obligations of any party hereto consisting of more than one Person are joint and several.  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 captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.  References to Articles and Sections are to Articles and Sections of this Agreement unless otherwise specified.  Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular.  Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import.  The word “or” has the inclusive meaning represented by the phrase “and/or.”  “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 Contract (including the Merger Agreement) are to that Contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof.  References to any Person include the successors and permitted assigns of that Person.  References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.

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Section 5.02.  Further Assurances.  Parent and Stockholder (in its capacity as such) will each execute and deliver, or cause to be executed and delivered, all further documents and instruments as the other may reasonably request and use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary and all things the other party may reasonably deem proper or advisable under applicable Law, to consummate and make effective the transactions contemplated by this Agreement.  Without limiting the generality of the foregoing, Stockholder shall, to the extent requested by Parent, promptly: (i) cause each other Person having voting power with respect to any shares of Company Common Stock Beneficially Owned by Stockholder to execute and deliver to Parent a proxy with respect to such shares, which shall be identical to the proxy in Section 2.02 above; and (ii) cause the certificates representing outstanding shares of Company Common Stock Beneficially Owned by Stockholder to be surrendered so that the transfer agent for such shares may affix thereto an appropriate legend referring to this Agreement.

Section 5.03.  Amendments; Termination.  Any provision of this Agreement may be amended if, but only if, such amendment is in writing and is signed by each party to this Agreement.  This Agreement, and the obligations of Stockholder hereunder, shall terminate upon the termination of the Support Period; provided, however, that no termination of this Agreement shall relieve any party hereto from any liability for any breach of any provision of this Agreement prior to such termination.

Section 5.04.  Expenses.  All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense.

Section 5.05.  Successors and Assigns; Third-Party Beneficiary.  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that Stockholder may not assign, delegate or otherwise transfer any of Stockholder’s rights or obligations under this Agreement without the prior written consent of Parent.  Any assignment, delegation or transfer in violation of the foregoing shall be null and void. The Company is an express third-party beneficiary of this Agreement and, subject to the foregoing, shall have the express right to enforce this Agreement without the consent or any other action of Parent.

Section 5.06.  Governing Law.  This Agreement shall be governed by and construed in accordance with and governed by the laws of the State of Delaware, without regard to the conflicts of law rules of such State that would result in the application of any law other than the law of the State of Delaware.

Section 5.07.  Counterparts; Effectiveness.  This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in PDF form, or by any other electronic means designed to preserve the original graphic and pictorial appearance of a document, will be deemed to have the same effect as physical delivery of the paper document bearing the original signatures.  This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto and the Merger Agreement has become effective.  Until and unless each party has received a counterpart hereof signed by the other party hereto and the

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Merger Agreement has become effective, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication).

Section 5.08.  Severability.  If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other Governmental Authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto.  Upon such a determination, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 5.09.  Specific Performance.  The parties hereto agree that irreparable damage to Parent or Merger Subsidiary would occur, damages would be incalculable and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case in the event that any provision of this Agreement were not performed by Stockholder in accordance with the terms hereof, and that each of Parent and Merger Subsidiary shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically Stockholder’s performance of the terms and provisions hereof, in addition to any other remedy to which Parent or Merger Subsidiary may be entitled at law or in equity.  Stockholder hereby waives any defenses based on the adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by Parent or Merger Subsidiary. Stockholder further agrees that neither Parent nor any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 5.09, and Stockholder irrevocably waives any right Stockholder may have to require the obtaining, furnishing or posting of any such bond or similar instrument.

Section 5.10.  Defined Terms.  For the purposes of this Agreement:

(i)    Capitalized terms used but not defined herein shall have the respective meanings set forth in the Merger Agreement.

(ii)   Stockholder shall be deemed to “Beneficially Own” or to have acquired “Beneficial Ownership” of a security if Stockholder (a) is the record owner of such security, or (b) is the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of such security.

(iii)  “Support Period” shall mean the period from the date of this Agreement through the earlier of (a) the date upon which the Merger Agreement is validly terminated, or (b) the Effective Time.

Section 5.11.  Action in Stockholder’s Capacity Only.  Stockholder, if a director or officer of the Company, does not make any agreement or understanding herein as a director or officer of

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the Company.  Stockholder signs this Agreement solely in Stockholder’s capacity as a Beneficial Owner of the shares of Company Common Stock and Company Stock Awards Beneficially Owned by Stockholder, and nothing herein shall limit or affect any actions taken in Stockholder’s capacity as an officer or director of the Company, including complying with or exercising such Stockholder’s fiduciary duties as a member of the Board of Directors of the Company.

Section 5.12.  Notices.  All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given (a) upon receipt, if delivered personally, (b) two Business Days after being sent by certified mail (return receipt requested) or sent by overnight courier, (c) if sent by email transmission on a day other than a Business Day or after 6:00 p.m. recipient’s local time, and receipt is confirmed, the Business Day following the date of transmission, or (d) if sent by facsimile email transmission before 6:00 p.m. recipient’s local time on a Business Day, and receipt is confirmed, on the date of transmission; provided that in each case the notice or other communication is sent to the physical address or email address set forth beneath the name of such party below (or to such other physical address or email address as such party shall have specified in a written notice given to the other parties hereto):

if to Parent or Merger Subsidiary, to:

Adobe Systems Incorporated

345 Park Avenue

San Jose, CA 95110-2704

Attention:  Justin Judd

Email:  pjudd@adobe.com

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

Weil, Gotshal & Manges LLP

201 Redwood Shores Parkway

Redwood Shores, CA  94065

Attention:      Jane Ross

Facsimile No: (650) 802-3100

Email:    jane.ross@weil.com

if to Stockholder, to: the address for notice set forth on the signature page hereto

with a copy to:

TubeMogul, Inc.

1250 53rd Street, Suite 2

Emeryville, CA 94608

Attention: Brett Wilson

Facsimile No.: (510) 653 - 0461

Email: brett@tubemogul.com

and

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DLA Piper LLP (US)

2000 University Avenue

East Palo Alto, CA  94303

Attention: Peter Astiz and Brandee Fernandez

Facsimile No.: (650) 687-1159

Email:  peter.astiz@dlapiper.com and brandee.fernandez@dlapiper.com

Section 5.13.  Submission to Jurisdiction.  Each party to this Agreement hereby (i) irrevocably and unconditionally consents to the submission to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle County, or, if that court does not have jurisdiction, a Federal court sitting in the State of Delaware in any action or proceeding arising out of or relating to this Agreement or any the transactions contemplated hereby, (ii) agrees that all claims in respect of such action or proceeding shall be heard and determined in any such court, (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (iv) agrees that it shall not bring any action relating to this Agreement or any of the transactions contemplated hereby in any other court.  Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto. Each of the parties hereto agrees that a final judgment in any such Legal Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

Section 5.14.Waiver of Jury Trial.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 5.15.  Rules of Construction.  The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

Section 5.16.  Waiver.  No failure on the part of any party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy.  A party hereto shall not be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such party; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

Section 5.17.  No Ownership Interest.  All rights, ownership and economic benefits of and relating to the shares of Company Common Stock and Company Stock Awards Beneficially Owned by Stockholder at a given time shall remain vested in and belong to Stockholder as of such

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time, and Parent shall have no authority to exercise any power or authority to direct Stockholder in the voting of any of the shares of Company Common Stock Beneficially Owned by Stockholder, except as otherwise specifically provided herein, or in the performance of Stockholder’s duties or responsibilities as a stockholder of the Company.

Section 5.18.  Entire Agreement.  This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

ADOBE SYSTEMS INCORPORATED
By:
	Name:
	Title:

TIGER ACQUISITION CORPORATION
By:
	Name:
	Title:

Signature Page to Tender and Support Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

STOCKHOLDER:

Name:

SPOUSE OF STOCKHOLDER:

Name:

Signature Page to Tender and Support Agreement

Exhibit A

Shares 
Beneficially 
Owned Shares Owned
of Record Shares subject to 
Options Shares subject to 
other Company 
Stock Awards

EX-99.1

Exhibit 99.1

Joint Filing Agreement

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.001 per share, of TubeMogul, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 18th day of November, 2016.

ADOBE SYSTEMS INCORPORATED

/s/ Mark Garrett

Name: Mark Garrett

Title: Executive Vice President and Chief Financial Officer

TIGER ACQUISITION CORPORATION

/s/ Justin Judd

Name: Justin Judd

Title: Vice President and Assistant Secretary