X0205 3 2012-03-28 0 0001372375 Millennial Media Inc. MM 0001362890 Deer VI & Co. LLC C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT NY 10538 1 0 1 0 0001362888 Bessemer Venture Partners Co-Investment L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT NY 10538 1 0 1 0 0001362889 Bessemer Venture Partners VI Institutional L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT NY 10538 1 0 1 0 0001362891 Bessemer Venture Partners VI L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT NY 10538 1 0 1 0 Series A-1 Convertible Preferred Stock Common Stock 2926830 I By Funds Series A-2 Convertible Preferred Stock Common Stock 4724110 I By Funds Series B Convertible Preferred Stock Common Stock 2537370 I By Funds Series C Convertible Preferred Stock Common Stock 896636 I By Funds Series D Convertible Preferred Stock Common Stock 2415285 I By Funds Each share of convertible preferred stock is convertible, at anytime, at the holder's election, into common stock on a one-for-one basis. In addition, effective upon the closing of the issuer's initial public offering of its common stock, each share of convertible preferred stock will automatically convert into one share of common stock. The convertible preferred stock has no expiration date. Deer VI & Co LLC ("Deer VI") is the general partner of Bessemer Venture Partners VI L.P. ("BVP VI"), Bessemer Venture Partners Co-Investment L.P. ("BVP Co-Investment") and Bessemer Venture Partners VI Institutional L.P. ("BVP Institutional", and together with BVP VI and BVP Co-Investment, the "Funds"). The Funds, together with Deer VI, are the "Bessemer Entities." Deer VI disclaims beneficial ownership of the securities owned directly by the Funds, and this report shall not be deemed as admission that Deer VI is the beneficial owner of such securities, except to the extent of its pecuniary interest therein, if any, by virtue of its general partner interests in the Funds. Robert Goodman, an executive manager of Deer VI, serves as the representative of the Bessemer Entities on the issuer's board of directors. BVP VI owns 2,162,195 shares. BVP Co-Investment owns 728,050 shares. BVP Institutional owns 36,585 shares. BVP VI owns 3,489,935 shares. BVP Co-Investment owns 1,175,125 shares. BVP Institutional owns 59,050 shares. BVP VI owns 1,874,480 shares. BVP Co-Investment owns 631,175 shares. BVP Institutional owns 31,715 shares. BVP VI owns 672,477 shares. BVP Co-Investment owns 224,159 shares. BVP VI owns 1,811,464 shares. BVP Co-Investment owns 603,821 shares. /s/ J. Edmund Colloton, Executive Manager of Deer VI & Co. LLC 2012-03-28 /s/ J. Edmund Colloton, as Executive Manager of Deer VI & Co. LLC, the General Partner of Bessemer Venture Partners Co-Investment L.P. 2012-03-28 /s/ J. Edmund Colloton, as Executive Manager of Deer VI & Co. LLC, the General Partner of Bessemer Venture Partners VI Institutional L.P. 2012-03-28 /s/ J. Edmund Colloton, as Executive Manager of Deer VI & Co. LLC, the General Partner of Bessemer Venture Partners VI L.P. 2012-03-28