X0202 3 2007-11-01 0 0001292653 Neutral Tandem Inc TNDM 0001132326 NEW ENTERPRISE ASSOCIATES 10 L P 1119 ST. PAUL STREET BALTIMORE MD 21202 0 0 1 0 0001236049 NEA PARTNERS 10 L P 1119 ST. PAUL STREET BALTIMORE MD 21202 0 0 1 0 0001219855 BARRETT M JAMES 1119 ST. PAUL STREET BALTIMORE MD 21202 0 0 1 0 0001005550 KRAMLICH C RICHARD 1119 ST. PAUL STREET BALTIMORE MD 21202 0 0 1 0 0001005544 NEWHALL CHARLES W III 1119 ST. PAUL STREET BALTIMORE MD 21202 0 0 1 0 0001062466 PERRY MARK W 1119 ST. PAUL STREET BALTIMORE MD 21202 0 0 1 0 0001237289 SANDELL SCOTT D 1119 ST. PAUL STREET BALTIMORE MD 21202 0 0 1 0 0001172932 TRAINOR III EUGENE A 1119 ST. PAUL STREET BALTIMORE MD 21202 0 0 1 0 Series A Preferred Stock Common Stock 3700000 D Series B-1 Preferred Stock Common Stock 2227472 D Series B-2 Preferred Stock Common Stock 525235 D Series C Preferred Stock Common Stock 477487 D The Series A Preferred Stock is immediately convertible into common stock of the issuer and has no expiration date. Effective upon the closing of the issuer's initial public offering of common stock, the Series A Preferred Stock will automatically convert into the number of shares of common stock of the issuer indicated in Column 3. The securities are held directly by New Enterprise Associates 10, Limited Partnership ("NEA 10") and indirectly held by NEA Partners 10, Limited Partnership ("NEA Partners 10"), the sole general partner of NEA 10, and the individual general partners of NEA Partners 10 (NEA Partners 10 and the individual general partners of NEA Partners 10 together, the "Indirect Reporting Person"). The individual general partners of NEA Partners 10 are M. James Barrett, Peter J. Barris, C. Richard Kramlich, Charles W. Newhall, III, Mark W. Perry, Scott D. Sandell and Eugene A. Trainor, III. Each Indirect Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities in which such Indirect Reporting Person has no actual pecuniary interest therein. The Series B-1 Preferred Stock is immediately convertible into common stock of the issuer and has no expiration date. Effective upon the closing of the issuer's initial public offering of common stock, the Series B-1 Preferred Stock will automatically convert into the number of shares of common stock of the issuer indicated in Column 3. The Series B-2 Preferred Stock is immediately convertible into common stock of the issuer and has no expiration date. Effective upon the closing of the issuer's initial public offering of common stock, the Series B-2 Preferred Stock will automatically convert into the number of shares of common stock of the issuer indicated in Column 3. The Series C Preferred Stock is immediately convertible into common stock of the issuer and has no expiration date. Effective upon the closing of the issuer's initial public offering of common stock, the Series C Preferred Stock will automatically convert into the number of shares of common stock of the issuer indicated in Column 3. /s/ Shawn Conway, attorney-in-fact 2007-11-01