X0303 4 2009-02-20 1 0001292653 Neutral Tandem Inc TNDM 0001236049 NEA PARTNERS 10 L P 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 0001219855 BARRETT M JAMES 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 Common Stock 2009-02-20 4 J 0 2000000 0 D 1846185 I See Note 1 Common Stock 36019 D The securities are directly held 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 each an "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 (the "1934 Act"), or otherwise of such portion of the securities in which such Indirect Reporting Person has no actual pecuniary interest therein. The securities are directly held by NEA Partners 10 and indirectly held by the individual general partners of NEA Partners 10 (the individual general partners each an "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 the 1934 Act or otherwise of such portion of the securities in which such Indirect Reporting Person has no actual pecuniary interest therein. On February 20, 2009, NEA 10 made a pro rata distribution to all of its partners, for no consideration and in accordance with decisions solely of its general partners to make such a distribution, of an aggregate of 2,000,000 shares of common stock of the issuer previously held by NEA 10. As a result of such distribution, NEA 10 now no longer owns 10% or more of the outstanding common stock of the issuer and, accordingly, is no longer currently subject to reporting requirements or other obligations under the 1934 Act with respect to ownership of common stock of the issuer which, in turn, means that the Indirect Reporting Persons, excluding Peter J. Barris, also are no longer subject to such provisions of the 1934 Act. Includes shares transferred from indirect ownership to direct ownership in transactions exempt under Rule 16a-13. /s/ Shawn Conway, attorney-in-fact 2009-02-20