Magnite Investor Presentation — November 2019

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Copyright Rubicon Project 2019

2FORWARD -LOOKING STATEMENTS

This presentation and management's prepared remarks include, forward -looking statements, including statements based upon or rela ting to our expectations, assumptions, estimates, and projections. In some cases, you can

identify forward -looking statements by terms such as "may," "might," "will," "objective," "intend," "should," "could," "can," "w ould," "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 con cerning our anticipated financial performance, including, without limitation, revenue, advertising

spend, non -GAAP loss per share, profitability, net income (loss), Adjusted EBITDA, earnings per share, and cash flow; strategic objectives, including focus on header bidding, mobile, video, Demand Manager, and private

marketplace opportunities; investments in our business; development of our technology; introduction of new offerings; the imp actof transparency 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 char ge in the future; business mix and expansion of our 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, trends, and opportunities; user reach; certain statements regarding

future operational performance measures including ad requests, fill rate, paid impressions, average CPM, take rate, and adver tising spend; benefits from supply path optimization; and factors that could affect these and other

aspects of our business. These statements are not guarantees of future performance; they reflect our current views with respe ct to future events and are based on assumptions and estimates and subject to known and

unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materiall y different from expectations or results projected or implied by forward -looking statements. These

risks include, but are not limited to: our ability to continue to grow and to manage our growth effectively; our ability to d evelop innovative new technologies and remain a market leader; our ability to attract and retain buyers

and sellers and increase our business with them; our vulnerability to loss of, or reduction in spending by, buyers; our relia nceon large sources of advertising demand and aggregators of advertising inventory; our ability to