Magnite Investor Presentation — May 2020

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Investor Presentation

Copyright Rubicon Project 20202| CONFIDENTIAL.Safe Harbor

FORWARD -LOOKING STATEMENTS

This presentation includes, and management's answers to questions during the conference call may include, forward -looking statements, including st atements based upon or relating to our expectations, assumptions, estimates, and

projections. In some cases, you can identify forward -looking statements by terms such as "may," "might," "will," "objective," "i ntend," "should," "could," "can," "would," "expect," "believe," "design," "anticipate," "estimate," "predict," "potential,"

"plan" or the negative of these terms, and similar expressions. Forward -looking statements may include, but are not limited to, statements concerning the potential impacts of the novel coronavirus pandemic on our business operations,

financial condition, and results of operations and on the world economy; our anticipated financial performance, including, wi thout limitation, revenue, advertising spend, non -GAAP loss per share, profitability, net loss, Adjusted EBITDA,

loss per share, and cash flow; anticipated benefits or effects related to the consummation of the merger with Telaria ; including estimated synergies and cost savings resulting from the merger; strategic objectives, including focus on header

bidding, connected television ("CTV"), mobile, video, Demand Manager, and private marketplace opportunities; investments in o ur business; development of our technology; industry growth rates for ad -supported CTV and the shift in video

consumption from linear TV to CTV, including with respect to cord -cutting; introduction of new offerings; the impact of transpar ency initiatives we may undertake; the impact of our traffic shaping technology on our business; the effects of

our cost reduction initiatives; scope and duration of client relationships; the fees we may charge in the future; business mi x and expansion of our CTV, mobile, video and private marketplace offerings; sales growth; client utilization of our

offerings; our competitive differentiation; our market share and leadership position in the industry; market conditions, tren ds,and opportunities; user reach; certain statements regarding future operational performance measures including ad

requests, fill rate, paid impressions, average CPM, take rate, and advertising spend; benefits from supply path optimization; and other statements that are not historical facts. These statements are not guarantees of future performance; they

reflect our current views with respect to future events and are based on assumptions and estimates and subject to known and u nknown risks, uncertainties and other factors that may cause our actual results, performance or achievements

to be materially different from expectations or results projected or implied by forward -looking statements. These risks include, but are not limited to: the severity, magnitude, and duration of the novel coronavirus pandemic, including impacts