Item 1.01 Entry into a Material Definitive Agreement.
On October 20, 2021, PubMatic, Inc. (the "Company"), as subtenant, entered into
a sublease agreement (the "Sublease Agreement") with Chan Zuckerberg Initiative,
LLC, a Delaware limited liability company (the "Sublandlord"), to sublease
approximately 34,229 square feet of office space located at 601 Marshall Street,
Redwood City, California 94063 (the "Premises"). The Sublease Agreement is
subject and subordinate to that certain 601 Marshall Street Lease Agreement by
and between the Sublandlord, as tenant, and 601 Marshall Street Owner, LLC, a
Delaware limited liability company, as landlord (the "Landlord"), dated May 19,
2017. The Company will use the Premises to support its general and
administrative functions, sales and marketing, technology and development,
engineering and customer support.
The term of the Sublease Agreement will commence on the date that is sixty (60)
days following the Landlord's execution of a consent to the Sublease Agreement
(the "Commencement Date") and will terminate on March 31, 2028 (the "Sublease
Term"), unless earlier terminated pursuant to the terms of the Sublease
Agreement.
The aggregate estimated base rent payments for the sublease of the Premises
during the Sublease Term is approximately $23 million. In addition to its
monthly base rent obligation, the Company is obligated to pay the Sublandlord as
additional rent its proportionate share of the operating expenses of the
building, including property taxes. The Company is also required to deliver an
unconditional letter of credit (the "Letter of Credit") in an initial amount of
$3,453,706, provided, however, the amount of the Letter of Credit may be reduced
over time pursuant to the terms and conditions of the Sublease Agreement and the
satisfaction of certain criteria.
The foregoing description of the Sublease Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Sublease Agreement, which will be filed with the Company's Quarterly Report on
Form 10-Q for the period ended on September 30, 2021.
Item 2.03  Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant

The disclosure set forth under Item 1.01 of this Report on Form 8-K is incorporated by reference into this Item 2.03.

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