Tremor Video,Inc. (NYSE:TRMR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

Asset Purchase Agreement

On August7, 2017, Tremor Video,Inc. (the “Company”) and ScanScout,Inc. (the “Subsidiary”) completed the sale to Taptica Ltd. (“Buyer”), an affiliate of Taptica International Ltd, of certain assets and certain liabilities primarily related to the Company’s buyer platform, through which buyers of digital video advertising are able to buy, optimize, and measure the effectiveness of their video advertising campaigns across internet connected devices and screens (the “Business”), to an Asset Purchase Agreement (the “Purchase Agreement”), by and between the Company, the Subsidiary, the Buyer and Taptica International Ltd., dated August4, 2017. The purchase price for the sale of the Business was $50 million, payable to the Company as follows: (a)a $30 million payment to the Company in cash on the date of closing and (b)a $20 million payment to the Company via a senior secured promissory note issued to the Company and secured by a security interest in the assets purchased under the Purchase Agreement by the Buyer. The promissory note will be repaid by Buyer upon the earlier of September1, 2017 or the closing of a debt financing undertaken by Buyer to repay such note. In addition, the Company retained certain working capital of the Business above an agreed upon target.

The Purchase Agreement includes customary terms and conditions, including a post-closing net working capital adjustment to the purchase price and provisions that require the Company to indemnify the Buyer in the event that it incurs losses as a result of a breach by the Company of its representations and warranties in the Purchase Agreement and certain other matters. The Purchase Agreement contains customary representations, warranties and covenants of the Company and Buyer.

Under the terms of the Purchase Agreement, the Company agreed for a period of two years following the closing of the transaction not to solicit for employment or hire any employee being transferred with the Business. The Company also agreed for a period of three years following the closing of the transaction not to, and not to direct any of their controlled affiliates to, engage, either directly or indirectly, alone or with others, as stockholders or otherwise in any business competitive to the Business. In connection with the sale of the Business, the Company has agreed to provide certain transition services through December31, 2017.

A copy of the Purchase Agreement is attached hereto as Exhibit2.1, and the description of the material terms of the Purchase Agreement in this Item 1.01 is qualified in its entirety by reference to such exhibit, which is incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

As described in Item 1.01, on August7, 2017, the Company completed the sale of the Business to the Buyer. The information disclosed in response to Item 1.01 is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the sale of the Business, as described in Item 1.01, Lauren Wiener, the Company’s President, Buyer Platform, resigned from the Company and entered into an employment agreement with the Buyer. Per the terms of her offer letter with the Company, the Company paid Ms.Wiener a