Telaria, Inc. Watch

from 10-K 11 pages Third Amendment to Amended and Restated Loan and Security Agreement

from 10-Q 22 pages First Amendment to Amended and Restated Loan and Security Agreement

from 10-K 43 pages Amended and Restated Loan and Security Agreement

from 8-K 3 pages Seventh Loan Modification Agreement

from 8-K 16 pages Sixth Loan Modification Agreement

from S-1 9 pages November 14, 2011 Todd Sloan [Address] Re: Terms of Employment Dear Todd: Tremor Video, Inc. (The “Company”) Is Pleased to Offer You the Position of Senior Vice President, Chief Financial Officer on the Terms Set Forth in This Letter. Your First Day of Employment With the Company Shall Not Be Later Than December 1st, 2011. Position and Responsibilities

from S-1 92 pages Loan and Security Agreement

from S-1 15 pages The Warrant Provides That the Actual Number and Type of Shares of Company’s Capital Stock Issuable Upon Exercise of the Warrant and the Initial Exercise Price Per Share Are to Be Determined by Reference to One or More Events or Conditions Subsequent to the Issuance of the Warrant. Such Events or Conditions Have Now Occurred or Lapsed, and Company Wishes to Confirm the Actual Number of Shares Issuable and the Initial Exercise Price. the Provisions of This Supplement to Warrant Are Incorporated Into the Warrant by This Reference, and Shall Control the Interpretation and Exercise of the Warrant. Initial Number of Shares of 46,875 Shares Plus: Additional Shares: 6% of the Original Principal Amount of Growth Capital Loans Advanced: $650,000.00 X 0.06 = $39,000.00 / 0.80 = 48,750 Shares

from DRS/A 9 pages November 14, 2011 Todd Sloan [Address] Re: Terms of Employment Dear Todd: Tremor Video, Inc. (The “Company”) Is Pleased to Offer You the Position of Senior Vice President, Chief Financial Officer on the Terms Set Forth in This Letter. Your First Day of Employment With the Company Shall Not Be Later Than December 1st, 2011. Position and Responsibilities

from DRS/A 92 pages Loan and Security Agreement

from DRS 15 pages The Warrant Provides That the Actual Number and Type of Shares of Company’s Capital Stock Issuable Upon Exercise of the Warrant and the Initial Exercise Price Per Share Are to Be Determined by Reference to One or More Events or Conditions Subsequent to the Issuance of the Warrant. Such Events or Conditions Have Now Occurred or Lapsed, and Company Wishes to Confirm the Actual Number of Shares Issuable and the Initial Exercise Price. the Provisions of This Supplement to Warrant Are Incorporated Into the Warrant by This Reference, and Shall Control the Interpretation and Exercise of the Warrant. Initial Number of Shares of 46,875 Shares Plus: Additional Shares: 6% of the Original Principal Amount of Growth Capital Loans Advanced: $650,000.00 X 0.06 = $39,000.00 / 0.80 = 48,750 Shares