S-1

As filed with the Securities and Exchange Commission on January 5, 2012

Registration No. 333-            

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

MILLENNIAL MEDIA, INC.
(Exact name of registrant as specified in its charter)

Delaware	7311	20-5087192
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

2400 Boston Street, Suite 201
Baltimore, MD 21224
(410) 522-8705
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

Paul J. Palmieri
President and Chief Executive Officer
Millennial Media, Inc.
2400 Boston Street, Suite 201
Baltimore, MD 21224
(410) 522-8705
(Name, address, including zip code, and telephone number, including
area code, of agent for service)

Copies to:

Brent B. Siler, Esq.
Ryan E. Naftulin, Esq.
Brian F. Leaf, Esq.
Cooley LLP
One Freedom Square, Reston Town Center
11951 Freedom Drive
Reston, VA 20190-5656
Tel: (703) 456-8000
Fax: (703) 456-8100 Ho Shin, Esq.
General Counsel and Chief Privacy Officer
Millennial Media, Inc.
2400 Boston Street, Suite 201
Baltimore, MD 21224
Tel: (410) 522-8705 Robert D. Sanchez, Esq.
Mark R. Fitzgerald, Esq.
Michael C. Labriola, Esq.
Wilson Sonsini Goodrich & Rosati,
Professional Corporation
1700 K Street, NW, Fifth Floor
Washington, D.C. 20006
Tel: (202) 973-8800
Fax: (202) 973-8899

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

          If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

          If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

          If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE

Title of Securities being Registered	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee
Common Stock, $0.001 par value per share	$75,000,000	$8,595.00

(1)

In accordance with Rule 457(o) under the Securities Act of 1933, as amended, the number of shares being registered and the proposed maximum offering price per share are not included in this table.

(2)

Estimated solely for purposes of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act.

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 under the Securities Exchange Act of 1934. (Check one):

Large Accelerated Filer o Accelerated Filer o Non-accelerated Filer ý Smaller Reporting Company o

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

PROSPECTUS (Subject to Completion)
Issued January 5, 2012

The information in this prospectus is not complete and may be changed. We and the selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we and the selling stockholders are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

                             Shares

COMMON STOCK

Millennial Media, Inc. is offering                             shares of its common stock and the selling stockholders identified in this prospectus are offering an additional                             shares. We will not receive any of the proceeds from the sale of the shares being sold by the selling stockholders. This is our initial public offering and no public market currently exists for our common stock. We anticipate that the initial public offering price of our common stock will be between $               and $               per share.

We intend to apply to list our common stock on the                             under the symbol "               ."

Investing in our common stock involves risks. See "Risk Factors" beginning on page 12.

PRICE $              A SHARE

	Price to Public	Underwriting Discounts and Commissions	Proceeds to Millennial Media	Proceeds to Selling Stockholders
Per Share	$	$	$	$
Total	$	$	$	$

We and the selling stockholders have granted the underwriters the right to purchase up to an additional                                          shares of common stock.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares to purchasers on                           , 2012.

MORGAN STANLEY	GOLDMAN, SACHS & CO.	BARCLAYS CAPITAL
ALLEN & COMPANY LLC  STIFEL NICOLAUS WEISEL

                           , 2012

TABLE OF CONTENTS

	Page
Prospectus Summary	1
Risk Factors	12
Special Note Regarding Forward-Looking Statements	31
Industry and Market Data	32
Use of Proceeds	33
Dividend Policy	33
Capitalization	34
Dilution	36
Selected Consolidated Financial Data	38
Management's Discussion and Analysis of Financial Condition and Results of Operations	42
Business	70
Management	89
Executive Compensation	98
Certain Relationships and Related Party Transactions	117
Principal and Selling Stockholders	122
Description of Capital Stock	126
Shares Eligible for Future Sale	131
Material U.S. Federal Tax Considerations	134
Underwriting	138
Legal Matters	145
Experts	145
Where You Can Find Additional Information	145
Index to Consolidated Financial Statements	F-1

        You should rely only on the information contained in this prospectus and any related free writing prospectus we may authorize to be delivered to you. We have not, the selling stockholders have not and the underwriters have not, authorized any person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. Neither this prospectus nor any related free writing prospectus is an offer to sell, nor are they seeking an offer to buy, these securities in any state where the offer or solicitation is not permitted. The information contained in this prospectus is complete and accurate as of the date on the front cover of this prospectus, but information may have changed since that date.

        Until                        , 2012 (25 days after the commencement of this offering), all dealers that buy, sell or trade shares of our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

        For investors outside the United States: We have not, the selling stockholders have not and the underwriters have not done anything that would permit this offering, or possession or distribution of this prospectus, in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside of the United States.

Conventions Used in this Prospectus

Mobile connected devices—We refer to mobile devices, such as traditional mobile phones, smartphones and tablets, that are able to connect to the internet through a cellular, wireless or other network as mobile connected devices.

Apps—Software applications specifically designed to operate on mobile connected devices are commonly called apps. Mobile connected devices can access information and content either through apps downloaded onto the device or from web-based mobile sites accessed using a web browser installed on the device. For convenience, unless the context otherwise requires, we refer to these apps and web-based mobile sites together as apps.

Developers—For convenience, we refer to the developers of apps and the publishers of web-based mobile sites together as developers.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire prospectus, including our consolidated financial statements and the related notes thereto and the information set forth under the sections "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," in each case included in this prospectus. Unless the context otherwise requires, we use the terms "Millennial Media," "company," "we," "us" and "our" in this prospectus to refer to Millennial Media, Inc. and, where appropriate, our consolidated subsidiaries.

MILLENNIAL MEDIA, INC.

Our Mission

        Our mission is to power the mobile app economy through innovative mobile advertising technology and solutions.

Our Company

        We are the leading independent mobile advertising platform company. Our technology, tools and services help developers maximize their advertising revenue, acquire users for their apps and gain insight about their users. To advertisers, we offer significant audience reach, sophisticated targeting capabilities and the opportunity to deliver rich and engaging ad experiences to consumers on their mobile connected devices. Our proprietary technology and data platform, known as MYDAS®, determines in real-time which ad to deliver, as well as to whom and when, with the goal of optimizing the effectiveness of advertising campaigns regardless of device type or operating system. In December 2011, our platform reached approximately 200 million unique users worldwide, including approximately 100 million unique users in the United States alone. More than 28,000 apps are enabled by their developers to receive ads delivered through our platform, and we can deliver ads on over 7,000 different mobile device types and models. Our platform is compatible with all major mobile operating systems, including Apple iOS, Android, Windows Phone, Blackberry and Symbian. In December 2011, we processed 40 billion ad impressions. According to a December 2011 report by International Data Corporation, a market research firm, or IDC, we are the second largest mobile display advertising platform in the United States with a 16.7% market share. We are the only one of the three principal mobile advertising platform companies that is not affiliated with a particular mobile operating system or set of devices.

        As smartphones, tablets and other mobile connected devices become increasingly powerful and affordable, and mobile internet access becomes more widespread and faster, users are consuming more content on their mobile devices. Apps in particular are becoming a popular way for consumers to engage with and consume personalized digital content on their mobile connected devices. Gartner Inc., an industry research firm, or Gartner, forecasts that the total number of downloads from mobile application stores worldwide will increase from 17.7 billion in 2011 to 108.8 billion in 2015, representing a compound annual growth rate of 57%. As the number of apps has proliferated, however, it has become increasingly difficult for developers to differentiate their apps from those of competitors in overcrowded app stores. As a result, large and small developers are competing for advertising budgets and visibility among users in order to realize their business objectives.

        With growth in this mobile app-based economy, mobile advertising creates new opportunities for advertisers to reach and engage audiences of potential consumers. Mobile devices are inherently personal in nature, facilitate anytime-anywhere access to their users, allow for engaging app-enabled experiences and offer location-targeting capabilities. We believe that the combination of these features creates a powerful opportunity for delivering highly targeted, interactive advertising through mobile connected devices. However, a number of factors, including device and operating system diversity, as well as technological challenges, make it difficult and complex to deliver mobile advertising effectively.

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        We help developers and advertisers remove complexity from mobile advertising. By working with us, developers gain access to our tools and services that allow their apps to display banner ads, interactive rich media ads and video ads from our platform. In return, developers supply us with space on their apps to deliver ads for our advertiser clients and also provide us with access to anonymous data associated with their apps and users. We analyze this data to build sophisticated user profiles and audience groups that, in combination with the real-time decisioning, optimization and targeting capabilities of our technology platform, enable us to deliver highly targeted advertising campaigns for our advertiser clients. Advertisers pay us to deliver their ads to mobile connected device users, and we pay developers a fee for the use of their ad space. As we deliver more ads, we are able to collect additional anonymous data about users, audiences and the effectiveness of particular ad campaigns, which in turn enhances our targeting capabilities and allows us to deliver better performance for advertisers and better opportunities for developers to increase their revenue streams. Our use of data for interest-based targeting, including location data, is based on consumer consent, and we offer consumers the ability to opt out of such targeting.

        We have built relationships with developers and advertisers of all sizes. Our developer base includes large mobile web publishers, such as CBS Interactive and The New York Times, and large app developers, such as Zynga and Pandora, as well as other developers, such as UberMedia and Gogii. Our advertiser clients include leading advertising agencies and brands, including 22 of the top 25 national advertisers as ranked by Advertising Age magazine, or Ad Age, based upon U.S. ad spending in 2010, as well as smaller advertisers and often the developers themselves.

        We have achieved significant growth as our platform has scaled and as we have expanded our product and service offerings. From 2009 to 2010, our revenue increased from $16.2 million to $47.8 million, or 195%, our gross margin improved from 29% to 34%, our net loss improved from $7.6 million to $7.1 million and our adjusted EBITDA improved from a loss of $7.0 million to a loss of $6.4 million. For the nine months ended September 30, 2011 as compared to the same period of 2010, our revenue increased from $29.1 million to $69.1 million, or 138%, our gross margin improved from 33% to 39%, our net loss improved from $5.4 million to $417,000 and our adjusted EBITDA improved from a loss of $4.9 million to earnings of $650,000. Adjusted EBITDA is a financial measure that is not calculated in accordance with U.S. generally accepted accounting principles, or GAAP. For an explanation of the elements of adjusted EBITDA and a full reconciliation of adjusted EBITDA to net loss, the most directly comparable GAAP measure, see "—Adjusted EBITDA."

        During the nine months ended September 30, 2011, approximately 10% of our revenue was derived from outside of the United States, up from 3% during the nine months ended September 30, 2010. We commenced our international operations in the United Kingdom during the first half of 2010 and launched operations in Singapore during the fourth quarter of 2011.

Industry Background

        The convergence of several key trends is driving the growth of the mobile app economy and fundamentally changing the way that users consume content on their mobile connected devices. We believe these trends will continue to create a significant opportunity for mobile advertising. These trends include:

•

Adoption of faster and more functional mobile connected devices.  Driven by intuitive user interfaces, increased functionality, faster processing speeds, better graphics processors and advanced display technologies with touch capabilities, it has become possible to deliver rich, innovative and engaging consumer media experiences on a wide variety of mobile connected devices.

•

Widespread access to faster wireless networks facilitates consumer consumption of content.  With the growth of mobile connected devices, consumers increasingly expect to have a high-quality online experience everywhere. Expansion of worldwide 3G network penetration, the rise of next-generation networks, such as 4G, and the prevalence of Wi-Fi access are facilitating the consumption of content on mobile connected devices. The combination of increased network access

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and faster network technologies is enabling the development of rich media content, presenting new opportunities in the mobile ecosystem.

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Mobile usage has disrupted how content is consumed.  Consumers are increasingly using their mobile devices instead of personal computers or other traditional media to access content. Mobile devices have become an increasingly important part of daily life, with users relying on mobile connectivity to read newspapers, magazines and blogs, watch movies, play games, check sports scores, shop, monitor weather forecasts, conduct banking transactions, find maps and directions and listen to online radio stations. According to eMarketer, Inc., a market research firm, the amount of time spent by consumers with their mobile devices is rising at a faster rate than is time spent viewing other kinds of media.

•

Growth of the mobile app economy.  Developers have created apps as an easy, intuitive and interactive way to instantly deliver content on mobile devices. Emerging technologies, such as improvements in computer programming languages for structuring and presenting web-based content, have allowed app developers to harness the increasing processing power and functionality of mobile devices and faster networks to deliver more engaging media to users. Gartner forecasts that the total number of free and charged-for downloads from mobile application stores worldwide will increase from 17.7 billion in 2011 to over 108 billion in 2015.

•

Advertising industry is being disrupted by mobile advertising.  Traditional advertising media, such as billboards, newspapers, magazines, radio and television, often suffer from a number of inherent limitations, including limited ability to target specific audiences, limited ability to measure audience reach and, in some cases, limited geographic range. As consumers spend more time online with personal computers, or PCs, digital advertising has proven to be more effective because it allows for user interaction, provides better measurement and achieves expanded audience reach. However, even PC-based digital advertising suffers from a number of significant limitations with respect to personalization, accessibility and location-based targeting, all of which can be provided through mobile advertising.

Benefits of Mobile Advertising

        Mobile advertising provides significant benefits both to developers and to advertisers. For developers, mobile advertising allows them to make money, acquire users and gain insight into app usage. For advertisers, the combination of the inherently personal nature of mobile devices, their enhanced functionality and the proliferation of app-enabled experiences creates a powerful opportunity for highly targeted and effective advertising. We believe mobile advertising enjoys a number of benefits over traditional advertising and PC-based online digital advertising, including:

•

anytime, anywhere access to users;

•

personalization of the advertising experience;

•

location-based targeting;

•

more complete user engagement;

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enhanced audience targeting based on location, behavioral and demographic data; and

•

superior monetization opportunities for developers.

Market Opportunity

        Given the benefits of mobile advertising as compared to traditional offline advertising and PC-based online advertising, we expect that marketers will continue to shift their advertising budgets to mobile. Gartner estimates that worldwide mobile advertising revenue, excluding advertising delivered in connection with search requests and maps, will grow from $1.8 billion in 2011 to approximately

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$13.5 billion in 2015, reflecting a compounded annual growth rate of 65%. We believe that we are well-positioned to capture a significant portion of this growing mobile advertising market.

Complexities of Mobile Advertising

        Despite the growing market opportunity for mobile advertising, companies in our industry must address several complexities and challenges in order to effectively deliver mobile advertising solutions, including:

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fragmentation of the mobile ecosystem caused by a wide diversity of device types, numerous operating systems and varied delivery and user engagement mechanisms;

•

limitations in using traditional identification techniques typically used in PC-based web advertising, such as "cookies";

•

difficulty in predicting user behavior, including when and where a user will be consuming content on a mobile device;

•

varying connection quality that a mobile device may have at any given time; and

•

difficulties measuring performance of ads and user interactions with them on mobile connected devices.

Needs of Mobile App Developers and Advertisers

        Developers require a flexible, easy-to-use solution that enables the delivery of rich, engaging advertising to the users of their apps, regardless of the mobile operating system or device being used. Developers of all sizes want to minimize the complexities of monetizing their apps so that they can focus their resources instead on app development.

        Advertisers, to achieve their business objectives in the mobile app context, require scale, reach and the ability to target and engage specific audiences. Advertisers need solutions that help optimize their investment by delivering effective campaigns across multiple devices and operating systems, maximizing the number of potential consumers the campaigns reach and then measuring the effectiveness of those campaigns.

Our Competitive Strengths

        We believe the following strengths differentiate us from our competitors:

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Differentiated technology platform.  Our MYDAS technology platform is specifically architected to deliver mobile advertising at scale, rather than applying traditional online advertising technology or focusing on particular mobile operating systems. We designed our technology platform for the mobile environment, where the delivery and targeting of ads must allow for a much larger number of variables than in traditional online advertising. Our platform is capable of accounting for, and efficiently analyzing, variables such as wireless connection strength, device operating system and audience profile in real-time in order to decide which ad to send in response to a specific ad request from an app.

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Large and growing data asset.  We collect and analyze data from the billions of ads delivered on our platform each month to create anonymous profiles of unique users. This includes information such as data about the user's location or the user's interaction and response levels for ads shown on the device. This data helps us draw inferences about a user's demographic profile and better understand the user's behavior and preferences. To date, we have created more than 150 million proprietary anonymous unique user profiles. As we deliver more ads, our technology platform is able to dynamically recognize and link new information to these profiles, allowing us to continuously refine and gain additional insight into users' preferences and behavior, which helps us better deliver relevant ads to consumers.

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Sophisticated audience targeting capabilities.  By leveraging the extensive data we collect to create audience profiles based on context and behavior, our platform can match advertising campaigns with target audiences automatically in real-time. Our platform also allows us to target these audiences within a specific geographic area to achieve the goals of an advertising campaign. We believe that our targeting capabilities enable us to maximize the campaign objectives of advertisers and the monetization objectives of developers.

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Trusted partner for developers.  We help developers focus on their core business of developing apps. Our extensive experience and data asset give us valuable industry insights and knowledge of successful developer business practices, which we share across our developer community. We believe that this partnership approach with developers helps to solidify our developer relationships and the strategic role we play in their businesses, providing us with increased access to advertising opportunities.

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Trusted partner for brand advertisers.  We have built relationships with leading advertising agencies and brands, including 22 of the top 25 Ad Age advertisers. We offer advertisers access to our mobile advertising specialists, who supervise and support advertising campaigns through all stages of planning and execution. As an independent advertising platform not focused on any particular device or operating system, we believe that we are able to effectively educate our advertiser clients on the latest mobile trends and help them plan and deliver engaging and effective advertising campaigns that deliver sustainable and measurable results.

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Mobile advertising industry pioneer and thought leader.  We believe that we have become the authoritative source for research and insight on the mobile advertising market. Using the data collected on our platform, we publish our monthly Scorecard for Mobile Advertising Reach and Targeting, or S.M.A.R.T. report, which provides a comprehensive view of trends in mobile advertising, and our Mobile Mix report, which highlights monthly trends for connected devices, device manufacturers and mobile operating systems.

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Significant scale and reach.  According to IDC, we are the second largest mobile display advertising platform in the United States, with a 16.7% market share. We are the only one of the three principal mobile advertising platform companies that is not affiliated with a particular mobile operating system or set of devices. In December 2011, our platform reached approximately 100 million unique mobile users in the United States and approximately 200 million users worldwide. Our technology and tools have been integrated into many of the most popular apps available through major distribution channels, such as the Android Market and the Apple App Store.

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Powerful network effects that connect our developers and advertisers.  We believe that developers and advertisers both benefit from the use of our advertising platform. As the targeting capability of our advertising campaigns increases, we believe advertisers will be willing to pay more for our services, which in turn will attract developers to our platform since we can help them more effectively generate revenue through the advertising space within their apps.

Our Growth Strategy

        We seek to become the strategic independent platform partner of choice for developers and advertisers wanting to capitalize on the large and growing mobile advertising opportunity. The key elements of our strategy are to:

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innovate through continued investments in technology and data;

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deepen our relationship with developers;

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increase our share of advertising budgets from existing advertisers;

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acquire new developers and advertisers;

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increase our global market penetration;

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expand our network of third-party providers of tools and services;

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pursue strategic acquisitions; and

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provide further insight into the mobile app economy.

Risks Related to our Business

        Our business is subject to a number of risks of which you should be aware before making an investment decision. These risks are discussed more fully in the "Risk Factors" section of this prospectus immediately following this prospectus summary. These risks include, among others:

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We have incurred significant net losses since inception and we expect our operating expenses to increase significantly in the foreseeable future;

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We may not be able to compete successfully, particularly against larger competitors, such as Google or Apple, that may have greater resources or control their own mobile connected devices, mobile operating systems or content distribution channels;

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Our business depends on our ability to collect and analyze data about mobile device user behavior, and we may become subject to liabilities or reputational harm as a result of governmental regulation or industry standards relating to consumer privacy and data protection;

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We may not be able to enhance our mobile advertising platform to keep pace with technological and market developments;

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We depend on developers for mobile advertising space to deliver our advertiser clients' advertising campaigns;

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Our international operations subject us to increased challenges and risks;

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Our failure to protect our intellectual property rights could diminish the value of our services and weaken our competitive position; and

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We may need additional capital in the future to meet our financial obligations and to pursue our business objectives, and this additional capital may not be available on favorable terms, or at all.

Corporate Information

        We were incorporated under the laws of the State of Delaware on May 30, 2006. Our principal executive office is located at 2400 Boston Street, Suite 201, Baltimore, Maryland. Our telephone number is (410) 522-8705. Our website address is www.millennialmedia.com. Information contained in, or accessible through, our website does not constitute a part of, and is not incorporated into, this prospectus.

        "Millennial Media," the Millennial Media logo, "MYDAS," "S.M.A.R.T.," "Mobile Mix," "mmDev," "mmStudio," "mMedia," "mmPlan" and other trademarks or service marks of Millennial Media, Inc. appearing in this prospectus are the property of Millennial Media, Inc. This prospectus contains additional trade names, trademarks and service marks of others, which are the property of their respective owners.

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THE OFFERING

Common stock offered by Millennial Media	shares
Common stock offered by the selling stockholders	shares
Total common stock offered	shares
Total common stock to be outstanding after this offering	shares
Use of proceeds	The principal purposes of this offering are to create a public market for our common stock and to facilitate our future access to the public equity markets, as well as to obtain additional capital. We intend to use the net proceeds from this offering for working capital and general corporate purposes, including further expansion of our international operations and product development. In addition, we may use a portion of the proceeds from this offering for acquisitions of complementary businesses, technologies or other assets, although we do not currently have any plans for any acquisitions. We will not receive any of the proceeds from the sale of shares to be offered by the selling stockholders. See "Use of Proceeds" on page 33.
Risk factors	See the section titled "Risk Factors" beginning on page 12 and the other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our common stock.
Proposed            symbol

        The number of shares of our common stock that will be outstanding after this offering is based on                        shares of common stock outstanding as of December 31, 2011, and excludes:

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                     shares of our common stock issuable upon the exercise of stock options outstanding under our 2006 equity incentive plan as of December 31, 2011, at a weighted average exercise price of $            per share;

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                     shares of our common stock issuable upon the exercise of an outstanding warrant to purchase common stock as of December 31, 2011, at an exercise price of $            per share; and

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                     shares of our common stock to be reserved for future issuance under our equity incentive plans following this offering.

        Except as otherwise indicated herein, all information in this prospectus, including the number of shares that will be outstanding after this offering, assumes or gives effect to:

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a            -for-            reverse stock split of our common stock expected to be completed prior to the completion of this offering;

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the conversion of all outstanding shares of our convertible preferred stock into an aggregate of 47,679,003 shares of our common stock, which will occur automatically upon the closing of this offering; and

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no exercise of the underwriters' over-allotment option.

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SUMMARY CONSOLIDATED FINANCIAL DATA

        In the following tables, we provide our summary consolidated financial data. We have derived the summary consolidated statement of operations data for the years ended December 31, 2008, 2009 and 2010 from our audited consolidated financial statements appearing elsewhere in this prospectus. We have derived the summary consolidated statement of operations data for the nine months ended September 30, 2010 and 2011 and balance sheet data as of September 30, 2011 from our unaudited condensed consolidated interim financial statements appearing elsewhere in this prospectus.

        The unaudited consolidated financial data includes, in the opinion of our management, all adjustments, consisting only of normal recurring accruals, that are necessary for a fair presentation of our financial position and results of operations for these periods. Our historical results are not necessarily indicative of the results to be expected in the future, and our operating results for the nine months ended September 30, 2011 are not necessarily indicative of the results that may be expected for the entire year ended December 31, 2011.

        When you read this summary consolidated financial data, it is important that you read it together with the historical financial statements and related notes to those statements, as well as "Management's Discussion and Analysis of Financial Condition and Results of Operations," which are included in this prospectus.

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	Year Ended December 31,									Nine Months Ended September 30,
	2008			2009			2010			2010			2011
	(in thousands, except share and per share data)
Consolidated Statement of Operations Data:
Revenue	$	6,281		$	16,220		$	47,828		$	29,087		$	69,129
Cost of revenue		4,992			11,596			31,602			19,427			42,537
Gross profit		1,289			4,624			16,226			9,660			26,592
Operating expenses:
Sales and marketing		3,463			4,609			8,508			5,990			10,178
Research and development		663			1,095			2,175			1,576			3,316
General and administrative		5,682			6,326			12,535			7,452			13,946
Total operating expenses		9,808			12,030			23,218			15,018			27,440
Loss from operations		(8,519	)		(7,406	)		(6,992	)		(5,358	)		(848	)
Total other income (expense)		160			(144	)		(107	)		(15	)		(64	)
Loss before income taxes		(8,359	)		(7,550	)		(7,099	)		(5,373	)		(912	)
Income tax (expense) benefit		—			—			(22	)		—			495
Net loss	$	(8,359	)	$	(7,550	)	$	(7,121	)	$	(5,373	)	$	(417	)
Accretion of dividends on redeemable convertible preferred stock		(1,542	)		(1,793	)		(2,933	)		(2,139	)		(3,728	)
Net loss attributable to common stockholders	$	(9,901	)	$	(9,343	)	$	(10,054	)	$	(7,512	)	$	(4,145	)
Net loss attributable to common stockholders per share—basic and diluted	$	(0.60	)	$	(0.56	)	$	(0.56	)	$	(0.42	)	$	(0.25	)
Pro forma net loss per share—basic and diluted(1)							$	(0.12	)				$	(0.01	)
Weighted average shares of common stock outstanding used in computing net loss attributable to common stockholders per share—basic and diluted		16,377,394			16,783,411			17,965,893			17,969,330			16,336,295
Weighted average shares of common stock outstanding used in computing pro forma net loss per share—basic and diluted								57,387,112						64,015,298
Other Financial Data:
Adjusted EBITDA(2)	$	(8,284	)	$	(7,048	)	$	(6,436	)	$	(4,921	)	$	650

(1)

Pro forma basic and diluted net loss per share have been calculated assuming (i) the conversion of all outstanding shares of redeemable convertible preferred stock into an aggregate of 47,679,003 shares of common stock as of the beginning of the applicable period or at the time of issuance, if later, and (ii) the reclassification of the outstanding preferred stock warrant from long-term liabilities to additional paid-in capital as of the beginning of the applicable period. The numerator of pro forma net loss per share of common stock is derived by adding $79,000 for the year ended December 31, 2010 and $62,000 for the nine months ended September 30, 2011 related to the change in fair value of the preferred stock warrant liability and by adding $2.9 million for the year ended December 31, 2010 and $3.7 million for the nine months ended September 30, 2011 related to accretion of dividends on redeemable convertible preferred stock, respectively.



(2)

We define adjusted EBITDA as net loss plus: income tax (expense) benefit, interest income (expense), net, depreciation and amortization, and stock-based compensation. Please see "—Adjusted EBITDA" for more information and for a reconciliation of adjusted EBITDA to net loss, the most directly comparable financial measure calculated and presented in accordance with GAAP.

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        The following table presents our summary balance sheet data as of September 30, 2011:

•

on an actual basis;

•

on a pro forma basis to give effect to:

•

the conversion of all then outstanding shares of our redeemable convertible preferred stock into an aggregate of 47,679,003 shares of our common stock, which will occur automatically upon the closing of this offering; and

•

the reclassification of the preferred stock warrant liability to additional paid-in-capital upon the automatic conversion of the redeemable convertible preferred stock issuable upon exercise of such warrant into common stock; and

•

on a pro forma as adjusted basis to give further effect to our sale of                                    shares of common stock in this offering at an assumed initial public offering price of $            per share, which is the midpoint of the range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

	As of September 30, 2011
	Actual			Pro forma		Pro forma as adjusted
	(in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	20,015		$	20,015	$
Accounts receivable, net of allowances		25,705			25,705
Total assets		53,020			53,020
Series B warrant outstanding		167			—
Total liabilities		21,663			21,496
Total redeemable convertible preferred stock		75,368			—
Additional paid-in capital		—			75,488
Total stockholders' (deficit) equity		(44,011	)		31,524

        The pro forma as adjusted information presented in the summary balance sheet data is illustrative only and will change based on the actual initial public offering price and other terms of this offering determined at pricing. Each $1.00 increase or decrease in the assumed initial public offering price of $            per share, which is the midpoint of the range set forth on the cover page of this prospectus, would increase or decrease each of cash and cash equivalents, working capital, total assets and total stockholders' equity on a pro forma as adjusted basis by approximately $            , assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same.

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ADJUSTED EBITDA

        To provide investors with additional information regarding our financial results, we have used within this prospectus adjusted EBITDA, a non-GAAP financial measure. We have provided below a reconciliation of adjusted EBITDA to net loss, the most directly comparable GAAP financial measure.

        We have included adjusted EBITDA in this prospectus because it is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, we believe that the exclusion of the expenses eliminated in calculating adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core business. Additionally, adjusted EBITDA is a key financial measure used by the compensation committee of our board of directors in connection with the determination of compensation for our executive officers. Accordingly, we believe that adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.

        Our use of adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under GAAP. Some of these limitations are:

•

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

•

adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

•

adjusted EBITDA does not reflect the potentially dilutive impact of equity-based compensation;

•

adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and

•

other companies, including companies in our industry, may calculate adjusted EBITDA or similarly titled measures differently, which reduces its usefulness as a comparative measure.

        Because of these and other limitations, you should consider adjusted EBITDA alongside other GAAP-based financial performance measures, including various cash flow metrics, net income (loss) and our other GAAP financial results. The following table presents a reconciliation of adjusted EBITDA to net loss for each of the periods indicated:

	Year Ended December 31,									Nine Months Ended September 30,
	2008			2009			2010			2010			2011
	(in thousands)
Net loss	$	(8,359	)	$	(7,550	)	$	(7,121	)	$	(5,373	)	$	(417	)
Adjustments:
Interest (income) expense, net		(160	)		144			28			22			2
Income tax expense (benefit)		—			—			22			—			(495	)
Depreciation and amortization expense		106			146			223			141			456
Stock-based compensation expense		129			212			412			289			1,104
Total net adjustments		75			502			685			452			1,067
Adjusted EBITDA	$	(8,284	)	$	(7,048	)	$	(6,436	)	$	(4,921	)	$	650

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RISK FACTORS

Investing in our common stock involves a high degree of risk. Before you invest in our common stock, you should carefully consider the following risks, as well as general economic and business risks, and all of the other information contained in this prospectus. Any of the following risks could have a material adverse effect on our business, operating results and financial condition and cause the trading price of our common stock to decline, which would cause you to lose all or part of your investment. When determining whether to invest, you should also refer to the other information contained in this prospectus, including our consolidated financial statements and the related notes thereto.

Risks Related to Our Business and Our Industry

We have incurred significant net losses since inception, and we expect our operating expenses to increase significantly in the foreseeable future. Accordingly, we may never achieve profitability.

        We incurred net losses of $7.1 million and $417,000 in 2010 and the first nine months of 2011, respectively, and we had an accumulated deficit of $44.0 million as of September 30, 2011. We do not know when or if we will ever achieve profitability. Although our revenue has increased substantially in recent periods, it is likely that we will not be able to maintain this rate of revenue growth. We anticipate that our operating expenses will increase substantially in the foreseeable future and, to achieve profitability, we will need to either increase our revenue sufficiently to offset these higher expenses or significantly reduce our expense levels. If we are not able to achieve and maintain profitability, the value of our company and our common stock could decline significantly.

We operate in an intensely competitive industry, and we may not be able to compete successfully.

        The mobile advertising market is highly competitive, with numerous companies providing mobile advertising services. We compete primarily with Google Inc. and Apple Inc., both of which are significantly larger than us and have more capital to invest in their mobile advertising businesses. They, or other companies that offer competing mobile advertising solutions, may establish or strengthen cooperative relationships with their mobile operator partners, brand advertisers, app developers or other parties, thereby limiting our ability to promote our services and generate revenue. Competitors could also seek to gain market share from us by reducing the prices they charge to advertisers or by introducing new technology tools for developers. Moreover, increased competition for mobile advertising space from developers could result in an increase in the portion of advertiser revenue that we must pay to developers to acquire that advertising space.

        Our business will suffer to the extent that our developer clients and advertiser clients purchase and sell mobile advertising directly from each other or through other companies that are able to become intermediaries between developers and advertisers. For example, we are aware of companies that have substantial existing platforms for developers but that currently do not heavily use those platforms for mobile advertising campaigns. These companies could compete with us to the extent they expand into mobile advertising. Other companies, such as large app developers with a substantial mobile advertising business, may decide to directly monetize some or all of their advertising space without utilizing our services. Other companies that offer analytics, mediation, exchange or other third-party services may also become intermediaries between mobile advertisers and developers and thereby compete with us. Any of these developments would make it more difficult for us to sell our services and could result in increased pricing pressure, reduced profit margins, increased sales and marketing expenses or the loss of market share.

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The mobile advertising market may deteriorate or develop more slowly than expected, which could harm our business.

        Advertising on mobile connected devices is an emerging phenomenon. Advertisers have historically spent a smaller portion of their advertising budgets on mobile media as compared to traditional advertising methods, such as television, newspapers, radio and billboards, or online advertising over the internet, such as placing banner ads on websites. Future demand and market acceptance for mobile advertising is uncertain. Many advertisers still have limited experience with mobile advertising and may continue to devote larger portions of their advertising budgets to more traditional offline or online personal computer-based advertising, instead of shifting additional advertising resources to mobile advertising. In addition, our current and potential advertiser clients may ultimately find mobile advertising to be less effective than traditional advertising media or marketing methods or other technologies for promoting their products and services, and they may even reduce their spending on mobile advertising from current levels as a result. If the market for mobile advertising deteriorates, or develops more slowly than we expect, we may not be able to increase our revenue.

Our business is dependent on the continued growth in usage of smartphones, tablets and other mobile connected devices.

        Our business depends on the continued proliferation of mobile connected devices, such as smartphones and tablets, that can connect to the internet over a cellular, wireless or other network, as well as the increased consumption of content through those devices. Consumer usage of these mobile connected devices may be inhibited for a number of reasons, such as:

•

inadequate network infrastructure to support advanced features beyond just mobile web access;

•

users' concerns about the security of these devices;

•

inconsistent quality of cellular or wireless connection;

•

unavailability of cost-effective, high-speed internet service; and

•

changes in network carrier pricing plans that charge device users based on the amount of data consumed.

        For any of these reasons, users of mobile connected devices may limit the amount of time they spend on these devices and the number of apps they download on these devices. If user adoption of mobile connected devices and consumer consumption of content on those devices do not continue to grow, our total addressable market size may be significantly limited, which could compromise our ability to increase our revenue and to become profitable.

If mobile connected devices, their operating systems or content distribution channels, including those controlled by our primary competitors, develop in ways that prevent our advertising from being delivered to their users, our ability to grow our business will be impaired.

        Our business model depends upon the continued compatibility of our mobile advertising platform with most mobile connected devices, as well as the major operating systems that run on them and the thousands of apps that are downloaded onto them. The design of mobile devices and operating systems is controlled by third parties with whom we do not have any formal relationships. These parties frequently introduce new devices, and from time to time they may introduce new operating systems or modify existing ones. Network carriers, such as Verizon, AT&T or T-Mobile, may also impact the ability to download apps or access specified content on mobile devices.

        In some cases, the parties that control the development of mobile connected devices and operating systems include companies that we regard as our most significant competitors. For example, Apple controls two of the most popular mobile devices, the iPhone and the iPad, as well as the iOS operating system that

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runs on them. Apple also controls the App Store for downloading apps that run on Apple's mobile devices. Similarly, Google controls the Android operating system and, if its proposed acquisition of Motorola Mobility is completed, it will also control a significant number of additional mobile devices. If our mobile advertising platform were unable to work on these devices or operating systems, either because of technological constraints or because a maker of these devices or developer of these operating systems wished to impair our ability to provide ads on them or our ability to fulfill advertising space, or inventory, from developers whose apps are distributed through their controlled channels, our ability to generate revenue could be significantly harmed.

We do not control the mobile networks over which we provide our advertising services.

        Our mobile advertising platform is dependent on the reliability of network operators and carriers who maintain sophisticated and complex mobile networks, as well as our ability to deliver ads on those networks at prices that enable us to realize a profit. Mobile networks have been subject to rapid growth and technological change, particularly in recent years. We do not control these networks.

        Mobile networks could fail for a variety of reasons, including new technology incompatibility, the degradation of network performance under the strain of too many mobile consumers using the network, a general failure from natural disaster or a political or regulatory shut-down. Individuals and groups who develop and deploy viruses, worms and other malicious software programs could also attack mobile networks and the devices that run on those networks. Any actual or perceived security threat to mobile devices or any mobile network could lead existing and potential device users to reduce or refrain from mobile usage or reduce or refrain from responding to the services offered by our advertising clients. If the network of a mobile operator should fail for any reason, we would not be able to effectively provide our services to our clients through that mobile network. This in turn could hurt our reputation and cause us to lose significant revenue.

        Mobile carriers may also increase restrictions on the amounts or types of data that can be transmitted over their networks. We currently generate different amounts of revenue from our advertiser clients based on the kinds of ads we deliver, such as display ads, rich media ads or video ads. In some cases, we are paid by advertisers on a cost-per-thousand, or CPM, basis depending on the number of ads shown. In other cases, we are paid on a cost-per-click, or CPC, or cost-per-action, or CPA, basis depending on the actions taken by the mobile device user. Different types of ads consume differing amounts of bandwidth and network capacity. If a network carrier were to restrict the amounts of data that can be delivered on that carrier's network, or otherwise control the kinds of content that may be downloaded to a device that operates on the network, it could negatively affect our pricing practices and inhibit our ability to deliver targeted advertising to that carrier's users, both of which could impair our ability to generate revenue.

Mobile connected device users may choose not to allow advertising on their devices.

        The success of our business model depends on our ability to deliver targeted, highly relevant ads to consumers on their mobile connected devices. Targeted advertising is done primarily through analysis of data, much of which is collected on the basis of user-provided permissions. This data might include a device's location or data collected when device users view an ad or video or when they click on or otherwise engage with an ad. Users may elect not to allow data sharing for targeted advertising for a number of reasons, such as privacy concerns, or pricing mechanisms that may charge the user based upon the amount or types of data consumed on the device. In addition, the designers of mobile device operating systems are increasingly promoting features that allow device users to disable functionality that allows for the delivery of ads on their devices, and device manufacturers may include these features as part of their standard device specifications. As has occurred in the online advertising industry, companies may develop products that enable users to prevent ads from appearing on their screens. If any of these developments were to occur, our ability to deliver effective advertising campaigns on behalf of our advertiser clients would suffer, which could hurt our ability to generate revenue and become profitable.

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Our limited operating history makes it difficult to evaluate our business and prospects and may increase your investment risk.

        We commenced operations in 2006 and, as a result, we have only a limited operating history upon which you can evaluate our business and prospects. Although we have experienced significant revenue growth in recent periods, it is likely that we will not be able to sustain this growth. As part of the nascent mobile advertising industry, we will encounter risks and difficulties frequently encountered by early-stage companies in rapidly evolving industries, including the need to:

•

maintain our reputation and build trust with our advertiser and developer clients;

•

offer competitive pricing to both advertisers and developers;

•

maintain and expand our network of advertising space through which we deliver mobile advertising campaigns;

•

deliver advertising results that are superior to those that advertisers or developers could achieve directly or through the use of competing providers or technologies;

•

continue to develop and upgrade the technologies that enable us to provide mobile advertising services;

•

respond to evolving government regulations relating to the internet, telecommunications, privacy, direct marketing and advertising aspects of our business;

•

identify, attract, retain and motivate qualified personnel; and

•

manage our expanding operations.

If we do not successfully address these risks, our revenue could decline and our ability to pursue our growth strategy and attain profitability could be compromised.

We may not be able to enhance our mobile advertising platform to keep pace with technological and market developments.

        The market for mobile advertising services is characterized by rapid technological change, evolving industry standards and frequent new service introductions. To keep pace with technological developments, satisfy increasing advertiser and developer requirements, maintain the attractiveness and competitiveness of our mobile advertising solutions and ensure compatibility with evolving industry standards and protocols, we will need to regularly enhance our current services and to develop and introduce new services on a timely basis.

        For example, advances in technology that allow developers to generate revenue from their apps without our assistance could harm our relationships with developers and diminish our available advertising inventory within their apps. Similarly, technological developments that allow third parties to better mediate the delivery of ads between advertisers and developers by introducing an intermediate layer between us and our developer clients could impair our relationships with those developers. Our inability, for technological, business or other reasons, to enhance, develop, introduce and deliver compelling mobile advertising services in response to changing market conditions and technologies or evolving expectations of advertisers or mobile device users could hurt our ability to grow our business and could result in our mobile advertising platform becoming obsolete.

We depend on developers for mobile advertising space to deliver our advertiser clients' advertising campaigns, and any decline in the supply of advertising inventory from these developers could hurt our business.

        We depend on developers to provide us with space within their apps on which we deliver ads. The developers that sell their advertising inventory to us are not required to provide any minimum amounts of

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advertising space to us, nor are they contractually bound to provide us with a consistent supply of advertising inventory. The tools that we provide to developers allow them to make decisions as to how to allocate advertising inventory among us and other advertising providers, some of which may be our competitors. A third party acting as a mediator on behalf of developers, or any competing mediation tools embedded within a developer's apps, could result in pressure on us to increase the prices we pay to developers for that inventory or otherwise block our access to developer inventory, without which we would be unable to deliver ads on behalf of our advertiser clients.

        We generate a significant portion of our revenue from the advertising inventory provided by a limited number of developers. In most instances, developers can change the amount of inventory they make available to us at any time. Developers may also change the price at which they offer inventory to us, or they may elect to make advertising space available to our competitors who offer ads to them on more favorable economic terms. In addition, developers may place significant restrictions on our use of their advertising inventory. These restrictions may prohibit ads from specific advertisers or specific industries, or they could restrict the use of specified creative content or format. Developers may also use a fee-based or subscription-based business model to generate revenue from their content, in lieu of or to reduce their reliance on ads.

        If developers decide not to make advertising inventory available to us for any of these reasons, decide to increase the price of inventory, or place significant restrictions on our use of their advertising space, we may not be able to replace this with inventory from other developers that satisfy our requirements in a timely and cost-effective manner. If this happens, our revenue could decline or our cost of acquiring inventory could increase.

Our business depends on our ability to collect and use data to deliver ads, and any limitation on the collection and use of this data could significantly diminish the value of our services and cause us to lose clients and revenue.

        When we deliver an ad to a mobile device, we are often able to collect anonymous information about the placement of the ad and the interaction of the mobile device user with the ad, such as whether the user visited a landing page or watched a video. We may also be able to collect information about the user's mobile location. As we collect and aggregate this data provided by billions of ad impressions, we analyze it in order to optimize the placement and scheduling of ads across the advertising inventory provided to us by developers. For example, we may use the collected information to limit the number of times a specific ad is presented to the same mobile device, to provide an ad to only certain types of mobile devices, or to provide a report to an advertiser client on the number of its ads that were clicked. We also compile the data derived from our platform to publish monthly reports of key mobile industry trends in the form of our S.M.A.R.T. and Mobile Mix reports, which we provide to advertisers and developers to enable them to improve their business decisions about mobile advertising or monetization strategies and to promote their use of our services.

        Although the data we collect is not personally identifiable, our clients might decide not to allow us to collect some or all of this data or might limit our use of this data. For example, app developers may not agree to provide us with the data generated by interactions with the content on their apps, or device users may not consent to having information about their device usage provided to the developer. Any limitation on our ability to collect data about user behavior and interaction with mobile device content could make it more difficult for us to deliver effective mobile advertising programs that meet the demands of our advertiser clients.

        Although our contracts with advertisers generally permit us to aggregate data from advertising campaigns, these clients might nonetheless request that we discontinue using data obtained from their campaigns that have already been aggregated with other clients' campaign data. It would be difficult, if not impossible, to comply with these requests, and these kinds of requests could also cause us to spend significant amounts of resources. Interruptions, failures or defects in our data collection, mining, analysis

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and storage systems, as well as privacy concerns and regulatory restrictions regarding the collection of data, could also limit our ability to aggregate and analyze mobile device user data from our clients' advertising campaigns. If that happens, we may not be able to optimize the placement of advertising for the benefit of our advertiser clients, which could make our services less valuable, and, as a result, we may lose clients and our revenue may decline.

Our business depends in part on our ability to collect and use location-based information about mobile connected device users.

        Our business model depends in part upon our ability to collect data about the location of mobile connected device users when they are interacting with their devices, and then to use that information to provide effective targeted advertising on behalf of our advertising clients. Our ability to either collect or use location-based data could be restricted by a number of factors, including new laws or regulations, technology or consumer choice. Limitations on our ability to either collect or use location data could impact the effectiveness of our platform and our ability to target ads.

Our business practices with respect to data could give rise to liabilities or reputational harm as a result of governmental regulation, legal requirements or industry standards relating to consumer privacy and data protection.

        In the course of providing our services, we transmit and store information related to mobile devices and the ads we place, including a device's geographic location for the purpose of delivering targeted location-based ads to the user of the device, with that user's consent. Federal, state and international laws and regulations govern the collection, use, retention, sharing and security of data that we collect across our mobile advertising platform. We strive to comply with all applicable laws, regulations, policies and legal obligations relating to privacy and data protection. However, it is possible that these requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. Any failure, or perceived failure, by us to comply with U.S. federal, state, or international laws, including laws and regulations regulating privacy or consumer protection, could result in proceedings or actions against us by governmental entities or others. We are aware of several ongoing lawsuits filed against companies in our industry alleging various violations of privacy-related laws. These proceedings could hurt our reputation, force us to spend significant amounts in defense of these proceedings, distract our management, increase our costs of doing business, adversely affect the demand for our services and ultimately result in the imposition of monetary liability. We may also be contractually liable to indemnify and hold harmless our clients from the costs or consequences of inadvertent or unauthorized disclosure of data that we store or handle as part of providing our services.

        The regulatory framework for privacy issues worldwide is evolving, and various government and consumer agencies and public advocacy groups have called for new regulation and changes in industry practices, including some directed at the mobile industry in particular. It is possible that new laws and regulations will be adopted in the United States and internationally, or existing laws and regulations may be interpreted in new ways, that would affect our business, particularly with regard to location-based services, collection or use of data to target ads and communication with consumers via mobile devices. The U.S. government, including the Federal Trade Commission and the Department of Commerce, has announced that it is reviewing the need for greater regulation of the collection of consumer information, including regulation aimed at restricting some targeted advertising practices. The Federal Trade Commission has also proposed revisions to the Children's Online Privacy Protection Act that could, if adopted, create greater compliance burdens on us. In addition, the European Union is in the process of proposing reforms to its existing data protection legal framework, which may result in a greater compliance burden if we deliver ads to mobile device users in Europe. Complying with any new regulatory requirements could force us to incur substantial costs or require us to change our business practices in a manner that could compromise our ability to effectively pursue our growth strategy.

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        In addition to compliance with government regulations, we voluntarily participate in several trade associations and industry self-regulatory groups that promulgate best practices or codes of conduct addressing the provision of location-based services, delivery of promotional content to mobile devices, and tracking of device users or devices for the purpose of delivering targeted advertising. We could be adversely affected by changes to these guidelines and codes in ways that are inconsistent with our practices or in conflict with the laws and regulations of U.S. or international regulatory authorities. If we are perceived as not operating in accordance with industry best practices or any such guidelines or codes with regard to privacy, our reputation may suffer and we could lose relationships with advertiser or developer partners.

Our quarterly operating results have fluctuated in the past and may do so in the future, which could cause our stock price to decline.

        Our operating results have historically fluctuated and our future operating results may vary significantly from quarter to quarter due to a variety of factors, many of which are beyond our control. You should not rely on period-to-period comparisons of our operating results as an indication of our future performance. Factors that may affect our quarterly operating results include the following:

•

seasonal patterns in mobile advertisers' spending, which tend to be cyclical;

•

the addition of new advertiser or developer clients or the loss of existing clients;

•

changes in demand for our mobile advertising services;

•

changes in the amount, price and quality of available advertising inventory from developers;

•

the timing and amount of sales and marketing expenses incurred to attract new advertisers and developers;

•

changes in the economic prospects of advertisers or the economy generally, which could alter current or prospective advertisers' spending priorities, or could increase the time it takes us to close sales with advertisers;

•

changes in our pricing policies, the pricing policies of our competitors or the pricing of mobile advertising generally;

•

changes in governmental regulation of the internet, wireless networks, mobile advertising or the collection of mobile device user data;

•

costs necessary to improve and maintain our technology platform;

•

timing differences at the end of each quarter between our payments to developers for advertising space and our collection of advertising revenue related to that space; and

•

costs related to acquisitions of other businesses.

Our operating results may fall below the expectations of market analysts and investors in some future periods. If this happens, even just temporarily, the market price of our common stock may fall.

Seasonal fluctuations in mobile advertising activity could adversely affect our cash flows.

        Our cash flows from operations could vary from quarter to quarter due to the seasonal nature of our advertisers' spending. For example, many advertisers devote the largest portion of their budgets to the fourth quarter of the calendar year, to coincide with increased holiday purchasing. To date, these seasonal effects have been masked by our rapid revenue growth. However, if and to the extent that seasonal fluctuations become more pronounced, our operating cash flows could fluctuate materially from period to period as a result.

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We do not have long-term agreements with our advertiser clients, and we may be unable to retain key clients, attract new clients or replace departing clients with clients that can provide comparable revenue to us.

        Our success requires us to maintain and expand our current advertiser client relationships and to develop new relationships. Our contracts with our advertiser clients generally do not include long-term obligations requiring them to purchase our services and are cancelable upon short or no notice and without penalty. As a result, we may have limited visibility as to our future advertising revenue streams. We cannot assure you that our advertiser clients will continue to use our services or that we will be able to replace, in a timely or effective manner, departing clients with new clients that generate comparable revenue. If a major advertising client representing a significant portion of our business decides to materially reduce its use of our platform or to cease using our platform altogether, it is possible that we would not have a sufficient supply of ads to fill our developer clients' advertising inventory, in which case our revenue could be significantly reduced. Any non-renewal, renegotiation, cancellation or deferral of large advertising contracts, or a number of contracts that in the aggregate account for a significant amount of revenue, could cause an immediate and significant decline in our revenue and harm our business.

Our sales efforts with both advertisers and developers require significant time and expense.

        Attracting new advertiser and developer clients requires substantial time and expense, and we may not be successful in establishing new relationships or in maintaining or advancing our current relationships. For example, it may be difficult to identify, engage and market to potential advertiser clients who do not currently spend on mobile advertising or are unfamiliar with our current services or platform. Furthermore, many of our clients' purchasing and design decisions typically require input from multiple internal constituencies. As a result, we must identify those involved in the purchasing decision and devote a sufficient amount of time to presenting our services to each of those individuals.

        The novelty of our services and our business model often requires us to spend substantial time and effort educating potential advertiser and developer clients about our offerings, including providing demonstrations and comparisons against other available services. This process can be costly and time-consuming. If we are not successful in streamlining our sales processes with advertisers and developers, our ability to grow our business may be adversely affected.

If our pricing models are not accepted by our advertiser clients, we could lose clients and our revenue could decline.

        We offer our services to advertisers based on a variety of pricing models, including CPM, CPA and CPC. Under performance-driven CPA and CPC pricing models, from which we currently derive a significant portion of our revenue, advertisers only pay us if we provide the results they specify. These results-based pricing models differ from fixed-rate pricing models, like CPM, under which the fee is based on the number of times the ad is shown, without regard to its effectiveness. Our ability to generate significant revenue from advertisers will depend, in part, on our ability to effectively deliver under our results-based pricing models.

        The proliferation of multiple pricing alternatives may also confuse advertisers and make it more difficult for them to differentiate among these alternatives. In addition, it is possible that new pricing models may be developed and gain widespread acceptance that are not compatible with our business model or our technology. If advertisers do not understand the benefits of our pricing models, then the market for our services may decline or develop more slowly than we expect, which may limit our ability to grow our revenue or achieve profitability.

If we cannot increase the capacity of our mobile advertising technology platform to meet advertiser or device user demand, our business will be harmed.

        We must be able to continue to increase the capacity of our MYDAS technology platform in order to support substantial increases in the number of advertisers and device users, to support an increasing

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variety of advertising formats and to maintain a stable service infrastructure and reliable service delivery for our mobile advertising campaigns. If we are unable to efficiently and effectively increase the scale of our mobile advertising platform to support and manage a substantial increase in the number of advertisers and mobile device users, while also maintaining a high level of performance, the quality of our services could decline and our reputation and business could be seriously harmed. In addition, if we are not able to support emerging mobile advertising formats or services preferred by advertisers, we may be unable to obtain new advertising clients or may lose existing advertising clients, and in either case our revenue could decline.

If we fail to detect click fraud or other invalid clicks on ads, we could lose the confidence of our advertiser clients, which would cause our business to suffer.

        Our business relies on delivering positive results to our advertiser clients. We are exposed to the risk of fraudulent and other invalid clicks or conversions that advertisers may perceive as undesirable. Because of their smaller sizes as compared to personal computers, mobile device usage could result in a higher rate of accidental or otherwise inadvertent clicks by a user. Invalid clicks could also result from click fraud, where a mobile device user intentionally clicks on ads for reasons other than to access the underlying content of the ads. If fraudulent or other malicious activity is perpetrated by others, and we are unable to detect and prevent it, the affected advertisers may experience or perceive a reduced return on their investment. High levels of invalid click activity could lead to dissatisfaction with our advertising services, refusals to pay, refund demands or withdrawal of future business. Any of these occurrences could damage our brand and lead to a loss of advertisers and revenue.

System failures could significantly disrupt our operations and cause us to lose advertiser clients or advertising inventory.

        Our success depends on the continuing and uninterrupted performance of our own internal systems, which we utilize to place ads, monitor the performance of advertising campaigns and manage our inventory of advertising space. Our revenue depends on the technological ability of our platform to deliver ads and measure them on a CPM, CPC or CPA basis. Sustained or repeated system failures that interrupt our ability to provide services to clients, including technological failures affecting our ability to deliver ads quickly and accurately and to process mobile device users' responses to ads, could significantly reduce the attractiveness of our services to advertisers and reduce our revenue. Our systems are vulnerable to damage from a variety of sources, including telecommunications failures, power outages, malicious human acts and natural disasters. In addition, any steps we take to increase the reliability and redundancy of our systems may be expensive and may not be successful in preventing system failures.

Failure to adequately manage our growth may seriously harm our business.

        We have experienced, and may continue to experience, significant growth in our business. If we do not effectively manage our growth, the quality of our services may suffer, which could negatively affect our reputation and demand for our services. Our growth has placed, and is expected to continue to place, a significant strain on our managerial, administrative, operational and financial resources and our infrastructure. Our future success will depend, in part, upon the ability of our senior management to manage growth effectively. This will require us to, among other things:

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implement additional management information systems;

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further develop our operating, administrative, legal, financial and accounting systems and controls;

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hire additional personnel;

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develop additional levels of management within our company;

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locate additional office space;

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maintain close coordination among our engineering, operations, legal, finance, sales and marketing and client service and support organizations; and

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manage our expanding international operations.

        Moreover, as our sales increase, we may be required to concurrently deploy our services infrastructure at multiple additional locations or provide increased levels of customization. As a result, we may lack the resources to deploy our services on a timely and cost-effective basis. Failure to accomplish any of these requirements could impair our ability to deliver our mobile advertising platform in a timely fashion, fulfill existing client commitments or attract and retain new clients.

Our increasing international operations subject us to increased challenges and risks.

        We have recently started to expand our operations internationally, including opening international offices in the United Kingdom in the first half of 2010 and launching operations in Singapore in the fourth quarter of 2011. We expect to further expand our international operations by opening offices in new countries and regions worldwide. However, we have a limited operating history as a company outside the United States, and our ability to manage our business and conduct our operations internationally requires considerable management attention and resources and is subject to the particular challenges of supporting a rapidly growing business in an environment of multiple cultures, customs, legal systems, alternative dispute systems, regulatory systems and commercial infrastructures. International expansion will require us to invest significant funds and other resources. Expanding internationally may subject us to new risks that we have not faced before or increase risks that we currently face, including risks associated with:

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recruiting and retaining talented and capable employees in foreign countries;

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providing mobile advertising services among different cultures, including potentially modifying our platform and features to ensure that we deliver ads that are culturally relevant in different countries;

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increased competition from local providers of mobile advertising services;

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compliance with applicable foreign laws and regulations;

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longer sales or collection cycles in some countries;

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credit risk and higher levels of payment fraud;

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compliance with anti-bribery laws, such as the Foreign Corrupt Practices Act and the UK Anti-Bribery Act;

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currency exchange rate fluctuations;

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foreign exchange controls that might prevent us from repatriating cash earned outside the United States;

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economic instability in some countries, particularly those in Europe given our recent expansion in the United Kingdom;

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political instability;

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compliance with the laws of numerous taxing jurisdictions, both foreign and domestic, in which we conduct business, potential double taxation of our international earnings and potentially adverse tax consequences due to changes in applicable U.S. and foreign tax laws;

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the complexity and potential adverse consequences of U.S. tax laws as they relate to our international operations;

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increased costs to establish and maintain effective controls at foreign locations; and

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overall higher costs of doing business internationally.

        If our revenue from our international operations, and particularly from our operations in the countries and regions on which we have focused our spending, do not exceed the expense of establishing and maintaining these operations, our business and operating results will suffer.

If we do not retain our senior management team and key employees, or attract additional sales and technology talent, we may not be able to sustain our growth or achieve our business objectives.

        Our future success is substantially dependent on the continued service of our senior management team, particularly Paul Palmieri, our chief executive officer, Chris Brandenburg, our chief technology officer, Stephen Root, our chief operating officer, and Michael Avon, our chief financial officer. We do not maintain key-person insurance on any of these employees. Our future success also depends on our ability to continue to attract, retain and motivate highly skilled employees, particularly employees with technical skills that enable us to deliver effective mobile advertising solutions and sales and client support representatives with experience in mobile and other digital advertising and strong relationships with brand advertisers and app developers. Competition for these employees in our industry is intense. As a result, we may be unable to attract or retain these management, technical, sales and client support personnel that are critical to our success, resulting in harm to our key client relationships, loss of key information, expertise or know-how and unanticipated recruitment and training costs. The loss of the services of our senior management or other key employees could make it more difficult to successfully operate our business and pursue our business goals.

Acquisitions or investments may be unsuccessful and may divert our management's attention and consume significant resources.

        A key part of our growth strategy is to pursue additional acquisitions or investments in other businesses or individual technologies, including additional technology tools for app developers that allow them to generate revenue from their apps through advertising that we can supply. Any acquisition or investment may require us to use significant amounts of cash, issue potentially dilutive equity securities or incur debt. In addition, acquisitions involve numerous risks, any of which could harm our business, including:

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difficulties in integrating the operations, technologies, services and personnel of acquired businesses, especially if those businesses operate outside of our core competency of delivering mobile advertising;

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cultural challenges associated with integrating employees from the acquired company into our organization;

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ineffectiveness or incompatibility of acquired technologies or services;

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potential loss of key employees of acquired businesses;

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inability to maintain the key business relationships and the reputations of acquired businesses;

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diversion of management's attention from other business concerns;

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litigation for activities of the acquired company, including claims from terminated employees, clients, former stockholders or other third parties;

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in the case of foreign acquisitions, the need to integrate operations across different cultures and languages and to address the particular economic, currency, political and regulatory risks associated with specific countries;

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costs necessary to establish and maintain effective internal controls for acquired businesses;

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failure to successfully further develop the acquired technology in order to recoup our investment; and

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increased fixed costs.

Activities of our advertiser clients could damage our reputation or give rise to legal claims against us.

        Our advertiser clients' promotion of their products and services may not comply with federal, state and local laws, including, but not limited to, laws and regulations relating to mobile communications. Failure of our clients to comply with federal, state or local laws or our policies could damage our reputation and expose us to liability under these laws. We may also be liable to third parties for content in the ads we deliver if the artwork, text or other content involved violates copyrights, trademarks or other intellectual property rights of third parties or if the content is defamatory, unfair and deceptive, or otherwise in violation of applicable laws. Although we generally receive assurance from our advertisers that their ads are lawful and that they have the right to use any copyrights, trademarks or other intellectual property included in an ad, and although we are normally indemnified by the advertisers, a third party or regulatory authority may still file a claim against us. Any such claims could be costly and time-consuming to defend and could also hurt our reputation within the mobile advertising industry. Further, if we are exposed to legal liability, we could be required to pay substantial fines or penalties, redesign our business methods, discontinue some of our services or otherwise expend significant resources.

Our business depends on our ability to maintain the quality of our advertiser and developer content.

        We must be able to ensure that our clients' ads are not placed in developer content that is unlawful or inappropriate. Likewise, our developers rely upon us not to place ads in their apps that are unlawful or inappropriate. If we are unable to ensure that the quality of our advertiser and developer content does not decline as the number of advertisers and developers we work with continues to grow, then our reputation and business may suffer.

Our inability to use software licensed from third parties, or our use of open source software under license terms that interfere with our proprietary rights, could disrupt our business.

        Our technology platform incorporates software licensed from third parties, including some software, known as open source software, which we use without charge. Although we monitor our use of open source software, the terms of many open source licenses to which we are subject have not been interpreted by U.S. or foreign courts, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to provide our platform to our clients. In the future, we could be required to seek licenses from third parties in order to continue offering our platform, which licenses may not be available on terms that are acceptable to us, or at all. Alternatively, we may need to re-engineer our platform or discontinue use of portions of the functionality provided by our platform. In addition, the terms of open source software licenses may require us to provide software that we develop using such software to others on unfavorable license terms. Our inability to use third-party software could result in disruptions to our business, or delays in the development of future offerings or enhancements of existing offerings, which could impair our business.

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Software and components that we incorporate into our mobile advertising platform may contain errors or defects, which could harm our reputation and hurt our business.

        We use a combination of custom and third-party software, including open source software, in building our mobile advertising platform. Although we test software before incorporating it into our platform, we cannot guarantee that all of the third-party technology that we incorporate will not contain errors, bugs or other defects. We continue to launch enhancements to our mobile advertising platform, and we cannot guarantee any such enhancements will be free from these kinds of defects. If errors or other defects occur in technology that we utilize in our mobile advertising platform, it could result in damage to our reputation and losses in revenue, and we could be required to spend significant amounts of additional research and development resources to fix any problems.

Our failure to protect our intellectual property rights could diminish the value of our services, weaken our competitive position and reduce our revenue.

        We regard the protection of our intellectual property, which includes trade secrets, copyrights, trademarks, domain names and patent applications, as critical to our success. We strive to protect our intellectual property rights by relying on federal, state and common law rights, as well as contractual restrictions. We enter into confidentiality and invention assignment agreements with our employees and contractors, and confidentiality agreements with parties with whom we conduct business in order to limit access to, and disclosure and use of, our proprietary information. However, these contractual arrangements and the other steps we have taken to protect our intellectual property may not prevent the misappropriation of our proprietary information or deter independent development of similar technologies by others.

        We have begun to seek patent protection for certain of our technologies and currently have five U.S. patent applications on file, although there can be no assurance that these patents will ultimately be issued. We are also pursuing the registration of our domain names, trademarks and service marks in the United States and in certain locations outside the United States. Effective trade secret, copyright, trademark, domain name and patent protection is expensive to develop and maintain, both in terms of initial and ongoing registration requirements and the costs of defending our rights. We may be required to protect our intellectual property in an increasing number of jurisdictions, a process that is expensive and may not be successful or which we may not pursue in every location. We may, over time, increase our investment in protecting our intellectual property through additional patent filings that could be expensive and time-consuming.

        We have licensed in the past, and expect to license in the future, some of our proprietary rights, such as trademarks or copyrighted material, to third parties. These licensees may take actions that diminish the value of our proprietary rights or harm our reputation.

        Monitoring unauthorized use of our intellectual property is difficult and costly. Our efforts to protect our proprietary rights may not be adequate to prevent misappropriation of our intellectual property. Further, we may not be able to detect unauthorized use of, or take appropriate steps to enforce, our intellectual property rights. Our competitors may also independently develop similar technology. In addition, the laws of many countries, such as China and India, do not protect our proprietary rights to as great an extent as do the laws of European countries and the United States. Further, the laws in the United States and elsewhere change rapidly, and any future changes could adversely affect us and our intellectual property. Our failure to meaningfully protect our intellectual property could result in competitors offering services that incorporate our most technologically advanced features, which could seriously reduce demand for our mobile advertising services. In addition, we may in the future need to initiate infringement claims or litigation. Litigation, whether we are a plaintiff or a defendant, can be expensive, time-consuming and may divert the efforts of our technical staff and managerial personnel, which could harm our business, whether or not such litigation results in a determination that is unfavorable to us. In addition, litigation is

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inherently uncertain, and thus we may not be able to stop our competitors from infringing upon our intellectual property rights.

We operate in an industry with extensive intellectual property litigation. Claims of infringement against us may hurt our business.

        Our success depends, in part, upon non-infringement of intellectual property rights owned by others and being able to resolve claims of intellectual property infringement without major financial expenditures or adverse consequences. The mobile telecommunications industry generally is characterized by extensive intellectual property litigation. Although our technology is relatively new and our industry is rapidly evolving, many participants that own, or claim to own, intellectual property historically have aggressively asserted their rights. From time to time, we may be subject to legal proceedings and claims relating to the intellectual property rights of others, including one currently pending proceeding related to an alleged patent infringement, as described in "Business—Legal Proceedings," and we expect that third parties will continue to assert intellectual property claims against us, particularly as we expand the complexity and scope of our business.

        Future litigation may be necessary to defend ourselves or our clients by determining the scope, enforceability and validity of third-party proprietary rights or to establish our proprietary rights. Some of our competitors have substantially greater resources than we do and are able to sustain the costs of complex intellectual property litigation to a greater degree and for longer periods of time than we could. In addition, patent holding companies that focus solely on extracting royalties and settlements by enforcing patent rights may target us. Regardless of whether claims that we are infringing patents or other intellectual property rights have any merit, these claims are time-consuming and costly to evaluate and defend and could:

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adversely affect our relationships with our current or future clients;

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cause delays or stoppages in providing our mobile advertising services;

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divert management's attention and resources;

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require technology changes to our platform that would cause us to incur substantial cost;

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subject us to significant liabilities; and

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require us to cease some or all of our activities.

        In addition to liability for monetary damages against us, which may be tripled and may include attorneys' fees, or, in some circumstances, damages against our clients, we may be prohibited from developing, commercializing or continuing to provide some or all of our mobile advertising solutions unless we obtain licenses from, and pay royalties to, the holders of the patents or other intellectual property rights, which may not be available on commercially favorable terms, or at all.

Our business involves the use, transmission and storage of confidential information, and the failure to properly safeguard such information could result in significant reputational harm and monetary damages.

        Our business activities involve the use, transmission and storage of confidential information including, at times, personal information of mobile device users that we collect on behalf of our clients. We believe that we take reasonable steps to protect the security, integrity and confidentiality of the information we collect and store, but there is no guarantee that inadvertent or unauthorized disclosure will not occur or that third parties will not gain unauthorized access to this information despite our efforts. If such unauthorized disclosure or access does occur, we may be required, under existing and proposed laws, to notify persons whose information was disclosed or accessed. We may also be subject to claims of breach of contract for such disclosure, investigation and penalties by regulatory authorities and potential claims by persons whose information was disclosed. The unauthorized disclosure of information may result in the

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termination of one or more of our commercial relationships or a reduction in client confidence and usage of our services. We may also be subject to litigation alleging the improper use, transmission or storage of confidential information, which could damage our reputation among our current and potential clients, require significant expenditures of capital and other resources and cause us to lose business and revenue.

If we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements on a timely basis could be impaired.

        After the completion of this offering, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations of the stock market on which our common stock is traded. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal controls over financial reporting. Commencing with our fiscal year ending December 31, 2013, we must perform system and process evaluation and testing of our internal controls over financial reporting to allow management and our independent registered public accounting firm to report on the effectiveness of our internal controls over financial reporting in our Form 10-K filing for that year, as required by Section 404 of the Sarbanes-Oxley Act. This will require that we incur substantial additional professional fees and internal costs to expand our accounting and finance functions and that we expend significant management efforts. Prior to this offering, we have never been required to test our internal controls within a specified period, and, as a result, we may experience difficulty in meeting these reporting requirements in a timely manner.

        We may in the future discover areas of our internal financial and accounting controls and procedures that need improvement. Our internal control over financial reporting will not prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected.

        If we are not able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner, or if we are unable to maintain proper and effective internal controls, we may not be able to produce timely and accurate financial statements, and we or our independent registered public accounting firm may conclude that our internal controls over financial reporting are not effective. If that were to happen, the market price of our stock could decline and we could be subject to sanctions or investigations by the stock exchange on which our common stock is listed, the SEC or other regulatory authorities.

We may need additional capital in the future to meet our financial obligations and to pursue our business objectives. Additional capital may not be available on favorable terms, or at all, which could compromise our ability to meet our financial obligations and grow our business.

        While we anticipate that our existing cash and cash equivalents, together with availability under our existing credit facility, will be sufficient to fund our operations for at least the next 12 months, we may need to raise additional capital to fund operations in the future or to finance acquisitions. If we seek to raise additional capital in order to meet various objectives, including developing future technologies and services, increasing working capital, acquiring businesses and responding to competitive pressures, capital may not be available on favorable terms or may not be available at all. In addition, pursuant to the terms of our credit facility, we may be restricted from using the net proceeds of financing transactions for our operating objectives. Lack of sufficient capital resources could significantly limit our ability to take advantage of business and strategic opportunities. Any additional capital raised through the sale of equity or debt securities with an equity component would dilute our stock ownership. If adequate additional funds are not available, we may be required to delay, reduce the scope of, or eliminate material parts of our business strategy, including potential additional acquisitions or development of new technologies.

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Our net operating loss carryforwards may expire unutilized or underutilized, which could prevent us from offsetting future taxable income.

        We may be limited in the portion of net operating loss carryforwards that we can use in the future to offset taxable income for U.S. federal income tax purposes. At December 31, 2010, we had federal net operating loss carryforwards of $25.9 million, which expire at various dates through 2030. Our gross state net operating loss carryforwards are equal to or less than the federal net operating loss carryforwards and expire over various periods based on individual state tax law.

        We periodically assess the likelihood that we will be able to recover our net deferred tax assets. We consider all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing prudent and feasible profits. As a result of this analysis of all available evidence, both positive and negative, we concluded that a full valuation allowance against our net deferred tax assets should be applied as of December 31, 2010. To the extent we determine that all or a portion of our valuation allowance is no longer necessary, we will recognize an income tax benefit in the period such determination is made for the reversal of the valuation allowance. Once the valuation allowance is eliminated or reduced, its reversal will no longer be available to offset our current tax provision. These events could have a material impact on our reported results of operations.

Risks Related to this Offering and Ownership of Our Common Stock

An active trading market for our common stock may not develop.

        Prior to this offering, there has been no public market for our common stock. The initial public offering price for our common stock will be determined through negotiations with the underwriters and may bear no relationship to the price at which the common stock will trade upon completion of this offering. Although we intend to apply to list our common stock on                                    , an active trading market for our shares may never develop or be sustained following this offering. If an active market for our common stock does not develop, it may be difficult to sell shares you purchase in this offering without depressing the market price for the shares or to sell your shares at all.

The trading price of the shares of our common stock is likely to be volatile, and purchasers of our common stock could incur substantial losses.

        Our stock price is likely to be volatile. The stock market in general and the market for technology companies in particular have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, investors may not be able to sell their common stock at or above the price paid for the shares. The market price for our common stock may be influenced by many factors, including:

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actual or anticipated variations in quarterly operating results;

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changes in financial estimates by us or by any securities analysts who might cover our stock;

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conditions or trends in our industry;

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stock market price and volume fluctuations of other publicly traded companies and, in particular, those that operate in the advertising, internet or media industries;

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announcements by us or our competitors of new product or service offerings, significant acquisitions, strategic partnerships or divestitures;

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announcements of investigations or regulatory scrutiny of our operations or lawsuits filed against us;

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capital commitments;

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additions or departures of key personnel; and

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sales of our common stock, including sales by our directors and officers or specific stockholders.

In addition, in the past, stockholders have initiated class action lawsuits against technology companies following periods of volatility in the market prices of these companies' stock. Such litigation, if instituted against us, could cause us to incur substantial costs and divert management's attention and resources.

If securities or industry analysts do not publish research or publish unfavorable research about our business, our stock price and trading volume could decline.

        The trading market for our common stock will rely in part on the research and reports that equity research analysts publish about us and our business. We do not currently have and may never obtain research coverage by equity research analysts. Equity research analysts may elect not to provide research coverage of our common stock after the completion of this offering, and such lack of research coverage may adversely affect the market price of our common stock. In the event we do have equity research analyst coverage, we will not have any control over the analysts or the content and opinions included in their reports. The price of our stock could decline if one or more equity research analysts downgrade our stock or issue other unfavorable commentary or research. If one or more equity research analysts ceases coverage of our company or fails to publish reports on us regularly, demand for our stock could decrease, which in turn could cause our stock price or trading volume to decline.

If you purchase shares of our common stock in this offering, you will suffer immediate dilution of your investment.

        We expect the initial public offering price of our common stock to be substantially higher than the net tangible book value per share of our common stock. Therefore, if you purchase shares of our common stock in this offering, you will pay a price per share that substantially exceeds our pro forma net tangible book value per share after this offering. Based on an assumed initial public offering price of $            per share, which is the midpoint of the price range set forth on the cover page of this prospectus, you will experience immediate dilution of $            per share, representing the difference between our pro forma as adjusted net tangible book value per share after giving effect to this offering and the assumed initial public offering price.

        In addition, as of December 31, 2011, we had outstanding stock options to purchase an aggregate of                        shares of common stock at a weighted-average exercise price of $            per share and outstanding warrants to purchase an aggregate of                        shares of our common stock at an exercise price of $            per share. To the extent these outstanding options and warrants are exercised, there will be further dilution to investors in this offering.

A significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our common stock to drop significantly, even if our business is doing well.

        Sales of a substantial number of shares of our common stock in the public market could occur at any time. If our stockholders sell, or the market perceives that our stockholders intend to sell, substantial amounts of our common stock in the public market following this offering, the market price of our common stock could decline significantly.

        Upon completion of this offering, we will have outstanding                        shares of common stock, assuming no exercise of outstanding options or warrants. Of these shares, the                         shares sold in this offering and                        additional shares will be freely tradable,                         additional shares of common stock will be eligible for sale in the public market beginning 90 days after the date of this prospectus, subject to volume, manner of sale and other limitations of Rule 144 and Rule 701, and                        additional shares of common stock will be available for sale in the public market beginning

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180 days after the date of this prospectus following the expiration of lock-up agreements between some of our stockholders and the underwriters, which lock-up period is subject to potential extension in specified circumstances for up to an additional 34 days. The representatives of the underwriters may release these stockholders from their lock-up agreements with the underwriters at any time and without notice, which would allow for earlier sales of shares in the public market.

        In addition, promptly following the completion of this offering, we intend to file one or more registration statements on Form S-8 registering the issuance of approximately                        shares of common stock subject to options or other equity awards issued or reserved for future issuance under our equity incentive plans. Shares registered under these registration statements on Form S-8 will be available for sale in the public market subject to vesting arrangements and exercise of options, the lock-up agreements described above and the restrictions of Rule 144 in the case of our affiliates.

        Additionally, after this offering, the holders of an aggregate of                        shares of our common stock and                                    shares of our common stock issuable upon the exercise of outstanding warrants, or their transferees, will have rights, subject to some conditions, to require us to file one or more registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or other stockholders. If we were to register these shares for resale, they could be freely sold in the public market. If these additional shares are sold, or if it is perceived that they will be sold, in the public market, the trading price of our common stock could decline.

Provisions in our corporate charter documents and under Delaware law may prevent or frustrate attempts by our stockholders to change our management and hinder efforts to acquire a controlling interest in us, and the market price of our common stock may be lower as a result.

        There are provisions in our certificate of incorporation and bylaws as they will be in effect following this offering that may make it difficult for a third party to acquire, or attempt to acquire, control of our company, even if a change in control was considered favorable by you and other stockholders. For example, our board of directors will have the authority to issue up to 5,000,000 shares of preferred stock. The board of directors can fix the price, rights, preferences, privileges, and restrictions of the preferred stock without any further vote or action by our stockholders. The issuance of shares of preferred stock may delay or prevent a change in control transaction. As a result, the market price of our common stock and the voting and other rights of our stockholders may be adversely affected. An issuance of shares of preferred stock may result in the loss of voting control to other stockholders.

        Our charter documents will also contain other provisions that could have an anti-takeover effect, including:

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only one of our three classes of directors will be elected each year;

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stockholders will not be entitled to remove directors other than by a 66²/3% vote and only for cause;

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stockholders will not be permitted to take actions by written consent;

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stockholders cannot call a special meeting of stockholders; and

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stockholders must give advance notice to nominate directors or submit proposals for consideration at stockholder meetings.

        In addition, we are subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law, which regulates corporate acquisitions by prohibiting Delaware corporations from engaging in specified business combinations with particular stockholders of those companies. These provisions could discourage potential acquisition proposals and could delay or prevent a change in control transaction. They could also have the effect of discouraging others from making tender offers for our common stock, including transactions that may be in your best interests. These provisions may also prevent changes in our management or limit the price that investors are willing to pay for our stock.

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Concentration of ownership of our common stock among our existing executive officers, directors and principal stockholders may prevent new investors from influencing significant corporate decisions.

        Upon completion of this offering, our executive officers, directors and current beneficial owners of 5% or more of our common stock and their respective affiliates will, in aggregate, beneficially own approximately        % of our outstanding common stock. These persons, acting together, would be able to significantly influence all matters requiring stockholder approval, including the election and removal of directors and any merger or other significant corporate transactions. The interests of this group of stockholders may not coincide with our interests or the interests of other stockholders.

We will have broad discretion in the use of proceeds from this offering and may invest or spend the proceeds in ways with which you do not agree and in ways that may not yield a return.

        We will have broad discretion over the use of proceeds from this offering. You may not agree with our decisions, and our use of the proceeds may not yield any return on your investment in us. Our failure to apply the net proceeds of this offering effectively could compromise our ability to pursue our growth strategy.

Because we do not anticipate paying any cash dividends on our common stock in the foreseeable future, capital appreciation, if any, will be your sole source of gains.

        We have not declared or paid cash dividends on our common stock to date. We currently intend to retain our future earnings, if any, to fund the development and growth of our business. In addition, the terms of any existing or future debt agreements may preclude us from paying dividends. As a result, capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.

We will incur costs and demands upon management as a result of complying with the laws and regulations affecting public companies in the United States.

        As a public company listed in the United States, we will incur significant additional legal, accounting and other expenses. In addition, changing laws, regulations and standards relating to corporate governance and public disclosure, including regulations implemented by the SEC and stock exchanges, may increase legal and financial compliance costs and make some activities more time consuming. These laws, regulations and standards are subject to varying interpretations and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management's time and attention from revenue-generating activities to compliance activities. If notwithstanding our efforts to comply with new laws, regulations and standards, we fail to comply, regulatory authorities may initiate legal proceedings against us and our business may be harmed.

        Failure to comply with these rules might also make it more difficult for us to obtain some types of insurance, including director and officer liability insurance, and we might be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, on committees of our board of directors or as members of senior management.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus contains forward-looking statements that involve substantial risks and uncertainties. The forward-looking statements are contained principally in the sections entitled "Prospectus Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business," but are also contained elsewhere in this prospectus. In some cases, you can identify forward-looking statements by the words "may," "might," "will," "could," "would," "should," "expect," "intend," "plan," "objective," "anticipate," "believe," "estimate," "predict," "project," "potential," "continue" and "ongoing," or the negative of these terms, or other comparable terminology intended to identify statements about the future. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained in this prospectus, we caution you that these statements are based on a combination of facts and factors currently known by us and our expectations of the future, about which we cannot be certain. Forward-looking statements include statements about:

•

the expansion of the mobile advertising market in general;

•

the expected growth of app downloads, mobile ad revenue, number of mobile connected devices and Wi-Fi enabled devices, wireless network penetration and mobile consumption of content;

•

market trends, including overall opportunities for mobile advertising and shifting advertising budgets;

•

the ongoing improvement and refinement of our ad targeting capabilities and the willingness of advertisers to pay more for ads as a result; and

•

our growth strategy.

        You should refer to the "Risk Factors" section of this prospectus for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this prospectus will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

        You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

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INDUSTRY AND MARKET DATA

        Some of the industry and market data contained in this prospectus are based on independent industry publications, including those generated by International Data Corporation, or IDC, Gartner, Inc., or Gartner, eMarketer and Informa Telecoms & Media, or other publicly available information. This information involves a number of assumptions and limitations. Although we believe that each source is reliable as of its respective date, neither we nor the underwriters have independently verified the accuracy or completeness of this information. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in "Risk Factors." These and other factors could cause results to differ materially from those expressed in these publications.

        The Gartner reports described in this prospectus represent data, research opinion or viewpoints published, as part of a syndicated subscription service, by Gartner, Inc. and are not representations of fact. Each Gartner report speaks as of its original publication date, and not as of the date of this prospectus, and the opinions expressed in the Gartner reports are subject to change without notice. The Gartner reports consist of:

•

Gartner, Inc., "Forecast: Mobile Application Stores, Worldwide, 2008-2015", S. Baghdassarian, C. Milanesi, May 18, 2011;

•

Gartner, Inc., "Forecast: Mobile Advertising, Worldwide, 2008-2015", S. Baghdassarian, A. Frank, March 21, 2011; and

•

Gartner, Inc., "Market Trends: Future Platforms for Wi-Fi Growth, 2011-2015", M. Hung, June 29, 2011.

        We have also included in this prospectus industry and market data derived from reports of IDC. The IDC reports consist of:

•

International Data Corporation, "2011 U.S. Mobile Online Advertising Sizing and Vendor Market Shares", doc #231886, December 2011;

•

International Data Corporation, "Worldwide Smartphone 2011-2015 Forecast Update: September 2011", doc #230173, September 2011; and

•

International Data Corporation, "Worldwide and U.S. Media Tablet 2011-2015 Forecast Update: October 2011", doc #230896, October 2011.

        We have also included in this prospectus information derived from the following report published by Cisco Systems, Inc., which is used with permission:

•

Cisco Visual Networking Index: Global Mobile Data Traffic Forecast Update, 2010-2015.

32

USE OF PROCEEDS

        We estimate that the net proceeds from our issuance and sale of                        shares of our common stock in this offering will be approximately $             million, or approximately $             million if the underwriters exercise their over-allotment option in full, based upon an assumed initial public offering price of $            per share, which is the midpoint of the range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any of the proceeds from the sale of shares by the selling stockholders, although we will bear the costs, other than underwriting discounts and commissions, associated with those sales.

        Each $1.00 increase or decrease in the assumed initial public offering price of $            per share, which is the midpoint of the range set forth on the cover page of this prospectus, would increase or decrease the net proceeds to us from this offering by approximately $             million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same.

        The principal purposes of this offering are to create a public market for our common stock and to facilitate our future access to the public equity markets, as well as to obtain additional capital. We intend to use the net proceeds from this offering for working capital and general corporate purposes, including further expansion of our international operations and product development.

        In addition, we may use a portion of the net proceeds from this offering to acquire, invest in or license complementary products, technologies or businesses, but we currently have no agreements or commitments with respect to any potential acquisition, investment or in-license. We may allocate funds from other sources to fund some or all of these activities.

        The expected use of net proceeds from this offering represents our intentions based upon our present plans and business conditions. We cannot predict with certainty all of the particular uses for the proceeds of this offering or the amounts that we will actually spend on the uses set forth above. Accordingly, our management will have significant flexibility in applying the net proceeds of this offering.

        The timing and amount of our actual expenditures will be based on many factors, including cash flows from operations and the anticipated growth of our business. Pending their use, we intend to invest the net proceeds of this offering in a variety of capital-preservation investments, including short- and intermediate-term, interest-bearing, investment-grade securities.

DIVIDEND POLICY

        We have never declared or paid any dividends on our common stock. We anticipate that we will retain all of our future earnings, if any, for use in the operation and expansion of our business and do not anticipate paying cash dividends in the foreseeable future. Additionally, our ability to pay dividends on our common stock is limited by restrictions under the terms of the agreements governing our credit facility.

33

CAPITALIZATION

        The following table sets forth our cash and cash equivalents and our capitalization as of September 30, 2011:

•

on an actual basis;

•

on a pro forma basis to give effect to:

•

the conversion of the outstanding shares of our convertible preferred stock into an aggregate of 47,679,003 shares of our common stock, which will occur automatically upon the closing of this offering;

•

the reclassification of our preferred stock warrant liability to additional paid-in-capital upon the automatic conversion of our preferred stock issuable upon exercise of such warrant into common stock; and

•

the filing of an amendment to our certificate of incorporation concurrently with the completion of this offering; and

•

on a pro forma as adjusted basis to give further effect to our sale of                        shares of common stock in this offering at an assumed initial public offering price of $        per share, which is the midpoint of the range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

        The following information is illustrative only of our cash and cash equivalents and capitalization following the completion of this offering and will change based on the actual initial public offering price and other terms of this offering determined at pricing. You should read this table together with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our financial statements and the related notes appearing elsewhere in this prospectus.

	As of September 30, 2011
	Actual			Pro forma			Pro forma as adjusted
	(in thousands, except share and per share data)
Cash and cash equivalents	$	20,015		$	20,015		$
Series B warrant outstanding	$	167		$	—		$
Redeemable convertible preferred stock, $0.001 par value; 47,729,753 shares authorized, 47,679,003 shares issued and outstanding, actual; no shares authorized, issued or outstanding, pro forma and pro forma as adjusted		75,368			—
Stockholders' (deficit) equity:
Preferred stock, $0.001 par value; no shares authorized, issued or outstanding, actual or pro forma; 5,000,000 shares authorized, no shares issued or outstanding, pro forma as adjusted		—			—
Common stock, $0.001 par value; 74,892,833 shares authorized, 17,871,058 shares issued and outstanding, actual; 74,892,833 shares authorized, 65,550,061 shares issued and outstanding, pro forma; 100,000,000 shares authorized,                 shares issued and outstanding, pro forma as adjusted		17			64
Additional paid-in-capital		—			75,488
Accumulated other comprehensive loss		(13	)		(13	)
Accumulated deficit		(44,015	)		(44,015	)
Total stockholders' (deficit) equity		(44,011	)		31,524
Total capitalization	$	31,524		$	31,524		$

34

        Each $1.00 increase or decrease in the assumed initial public offering price of $            per share, which is the midpoint of the range set forth on the cover page of this prospectus, would increase or decrease pro forma as adjusted cash and cash equivalents, additional paid-in capital, total stockholders' equity and total capitalization by approximately $            , assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same.

        The number of shares of common stock outstanding in the table above does not include:

•

7,488,450 shares of our common stock issuable upon the exercise of stock options outstanding under our 2006 equity incentive plan as of September 30, 2011, at a weighted average exercise price of $0.98 per share;

•

50,750 shares of our common stock issuable upon the exercise of an outstanding warrant to purchase common stock as of September 30, 2011, at an exercise price of $1.18 per share; and

•

             shares of our common stock to be reserved for future issuance under our equity incentive plans.

35

DILUTION

        If you invest in our common stock in this offering, your interest will be diluted to the extent of the difference between the initial public offering price per share and the pro forma as adjusted net tangible book value per share of our common stock immediately after this offering. Net tangible book value per share is determined by dividing our total tangible assets less total liabilities and convertible preferred stock by the number of outstanding shares of our common stock.

        As of September 30, 2011, we had a deficit in net tangible book value of $(46.6) million, or approximately $(2.61) per share of common stock. On a pro forma basis, after giving effect to the conversion of the outstanding shares of our convertible preferred stock into shares of our common stock and the reclassification of the preferred stock warrant liability to stockholders' equity upon the closing of this offering, our net tangible book value would have been approximately $28.9 million, or approximately $0.44 per share of common stock.

        Investors participating in this offering will incur immediate and substantial dilution. After giving effect to the issuance and sale of                        shares of our common stock in this offering at an assumed initial public offering price of $            per share, which is the midpoint of the range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of September 30, 2011 would have been approximately $             million, or approximately $            per share of common stock. This represents an immediate increase in the pro forma net tangible book value of $            per share to existing stockholders, and an immediate dilution in the pro forma net tangible book value of $            per share to investors purchasing shares of our common stock in this offering. The following table illustrates this per share dilution:

Assumed initial public offering price per share				$
Actual net tangible book value per share as of September 30, 2011	$	(2.61	)
Increase per share attributable to conversion of preferred stock and reclassification of preferred stock warrant liability		3.05
Pro forma net tangible book value per share before this offering	$	0.44
Increase in pro forma net tangible book value per share attributable to new investors participating in this offering
Pro forma as adjusted net tangible book value per share after this offering
Dilution per share to investors participating in this offering				$

        The dilution information discussed above is illustrative only and will change based on the actual initial public offering price and other terms of this offering determined at pricing. Each $1.00 increase or decrease in the assumed initial public offering price of $            per share would increase or decrease our pro forma as adjusted net tangible book value by approximately $             million, or approximately $            per share, and the dilution per share to investors participating in this offering by approximately $            per share, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same.

        If the underwriters exercise their option in full to purchase                        additional shares of common stock in this offering, the pro forma as adjusted net tangible book value per share after the offering would be $            per share, the increase in the pro forma net tangible book value per share to existing stockholders would be $            per share and the dilution to new investors purchasing common stock in this offering would be $            per share.

        The following table sets forth as of September 30, 2011, on the pro forma basis described above, the differences between the number of shares of common stock purchased from us, the total consideration paid and the weighted average price per share paid by existing stockholders and by investors purchasing

36

shares of our common stock in this offering at an assumed initial public offering price of $            per share, which is the midpoint of the range set forth on the cover page on this prospectus, before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us:

	Shares purchased				Total consideration
									Weighted average price per share
	Number	Percent			Amount	Percent
Existing stockholders				%	$			%	$
New investors
Total			100	%	$		100	%

        Each $1.00 increase or decrease in the assumed initial public offering price of $            per share, which is the midpoint of the range set forth on the cover page of this prospectus, would increase or decrease the total consideration paid by new investors by $             million, and increase or decrease the percent of total consideration paid by new investors by                         percentage points, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same.

        The table above also excludes:

•

7,488,450 shares of our common stock issuable upon the exercise of stock options outstanding under our 2006 equity incentive plan as of September 30, 2011, at a weighted average exercise price of $0.98 per share;

•

50,750 shares of our common stock issuable upon the exercise of an outstanding warrant to purchase common stock as of September 30, 2011, at an exercise price of $1.18 per share; and

•

             shares of our common stock to be reserved for future issuance under our equity incentive plans.

        The foregoing table does not reflect the sales by existing stockholders in connection with sales made by them in this offering. Sales by the selling stockholders in this offering will reduce the number of shares held by existing stockholders to                        shares, or        % of the total number of shares of our common stock outstanding after this offering, and will increase the number of shares held by new investors to                        shares, or        % of the total number of shares of our common stock outstanding after this offering. In addition, if the underwriters exercise their option to purchase additional shares in full, the number of shares held by the existing stockholders after this offering would be reduced to                        , or         % of the total number of shares of our common stock outstanding after this offering, and the number of shares held by new investors would increase to                        , or        % of the total number of shares of our common stock outstanding after this offering.

        The shares of our common stock reserved for future issuance under our equity benefit plans will be subject to automatic annual increases in accordance with the terms of the plans. To the extent that options or warrants are exercised, new options are issued under our equity incentive plans, or we issue additional shares of common stock in the future, there will be further dilution to investors participating in this offering. In addition, we may choose to raise additional capital because of market conditions or strategic considerations, even if we believe that we have sufficient funds for our current or future operating plans. If we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

37

SELECTED CONSOLIDATED FINANCIAL DATA

        The following selected consolidated financial data for the years ended December 31, 2008, 2009 and 2010 and the selected consolidated balance sheet data as of December 31, 2008, 2009 and 2010 are derived from our audited consolidated financial statements, which have been audited by Ernst & Young LLP, independent registered public accounting firm. The selected consolidated financial data for the years ended December 31, 2006 and 2007 and the selected consolidated balance sheet data as of December 31, 2006 and 2007 are derived from unaudited financial statements. The selected consolidated statement of operations data for the nine-month periods ended September 30, 2010 and 2011 and the selected consolidated balance sheet data as of September 30, 2011 are derived from unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring accruals, that management considers necessary for a fair presentation of the financial position and the results of operations for these periods. Our historical results are not necessarily indicative of the results to be expected in the future, and our operating results for the nine months ended September 30, 2011 are not necessarily indicative of the results that may be expected for the entire year ended December 31, 2011. The selected consolidated financial data should be read together with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in conjunction with the consolidated financial statements, related notes, and other financial information included elsewhere in this prospectus.

38

	Year Ended December 31,															Nine Months Ended September 30,
	2006			2007			2008			2009			2010			2010			2011
	(in thousands, except share and per share data)
Consolidated Statement of Operations Data:
Revenue	$	—		$	1,503		$	6,281		$	16,220		$	47,828		$	29,087		$	69,129
Cost of revenue		—			1,245			4,992			11,596			31,602			19,427			42,537
Gross profit		—			258			1,289			4,624			16,226			9,660			26,592
Operating expenses:
Sales and marketing		104			1,668			3,463			4,609			8,508			5,990			10,178
Research and development		82			545			663			1,095			2,175			1,576			3,316
General and administrative		483			3,512			5,682			6,326			12,535			7,452			13,946
Total operating expenses		669			5,725			9,808			12,030			23,218			15,018			27,440
Loss from operations		(669	)		(5,467	)		(8,519	)		(7,406	)		(6,992	)		(5,358	)		(848	)
Total other income (expense)		16			270			160			(144	)		(107	)		(15	)		(64	)
Loss before income taxes		(653	)		(5,197	)		(8,359	)		(7,550	)		(7,099	)		(5,373	)		(912	)
Income tax (expense) benefit		—			—			—			—			(22	)		—			495
Net loss	$	(653	)	$	(5,197	)	$	(8,359	)	$	(7,550	)	$	(7,121	)	$	(5,373	)	$	(417	)
Accretion of dividends on redeemable convertible preferred stock		(49	)		(619	)		(1,542	)		(1,793	)		(2,933	)		(2,139	)		(3,728	)
Net loss attributable to common stockholders	$	(702	)	$	(5,816	)	$	(9,901	)	$	(9,343	)	$	(10,054	)	$	(7,512	)	$	(4,145	)
Net loss per share attributable to common stockholders—basic and diluted	$	(0.04	)	$	(0.36	)	$	(0.60	)	$	(0.56	)	$	(0.56	)	$	(0.42	)	$	(0.25	)
Pro forma net loss per share—basic and diluted(1)													$	(0.12	)				$	(0.01	)
Weighted average shares of common stock outstanding used in computing net loss per share attributable to common stockholders		16,250,000			16,258,835			16,377,394			16,783,411			17,965,893			17,969,330			16,336,295
Weighted average shares of common stock outstanding used in computing pro forma net loss per share														57,387,112						64,015,298
Other Financial Data:
Adjusted EBITDA(2)	$	(660	)	$	(5,325	)	$	(8,284	)	$	(7,048	)	$	(6,436	)	$	(4,921	)	$	650

(1)

Pro forma basic and diluted net loss per share have been calculated assuming (i) the conversion of all outstanding shares of redeemable convertible preferred stock into an aggregate of 47,679,003 shares of common stock as of the beginning of the applicable period or at the time of issuance, if later, and (ii) the reclassification of outstanding preferred stock warrants from long-term liabilities to additional paid-in capital as of the beginning of the applicable period. The numerator of pro forma net loss per share of common stock is derived by adding $79,000 for the year ended December 31, 2010 and $62,000 for the nine months ended September 30, 2011 related to the change in the fair value of the preferred stock warrant liability and by adding $2.9 million for the year ended December 31, 2010 and $3.7 million for the nine months ended September 30, 2011 related to accretion of dividends on redeemable convertible preferred stock.



(2)

We define adjusted EBITDA as net loss plus: income tax (expense) benefit, interest income (expense), net, depreciation and amortization, and stock-based compensation. Please see

39

"—Adjusted EBITDA" for more information and for a reconciliation of adjusted EBITDA to net loss, the most directly comparable financial measure calculated and presented in accordance with GAAP.

	As of December 31,
																As of September 30, 2011
	2006			2007			2008			2009			2010
	(in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	5,804		$	15,921		$	10,200		$	19,171		$	27,803		$	20,015
Accounts receivable, net of allowances		—			774			2,280			6,485			19,978			25,705
Total assets		5,879			17,315			13,042			26,136			49,115			53,020
Long-term debt, including current portion		—			—			2,975			2,238			—			—
Total liabilities		237			1,789			5,731			10,190			17,807			21,663
Total redeemable convertible preferred stock		6,332			21,924			23,476			41,202			71,622			75,368
Total stockholders' deficit		(690	)		(6,398	)		(16,165	)		(25,256	)		(40,314	)		(44,011	)

Adjusted EBITDA

        To provide investors with additional information regarding our financial results, we have used within this prospectus adjusted EBITDA, a non-GAAP financial measure. We have provided a reconciliation below of adjusted EBITDA to net loss, the most directly comparable GAAP financial measure.

        We have included adjusted EBITDA in this prospectus because it is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, we believe that the exclusion of the expenses eliminated in calculating adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core business. Additionally, adjusted EBITDA is a key financial measure used by the compensation committee of our board of directors in connection with the development of incentive-based compensation for our executive officers. Accordingly, we believe that adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.

        Our use of adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under GAAP. Some of these limitations are:

•

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

•

adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

•

adjusted EBITDA does not reflect the potentially dilutive impact of equity-based compensation;

•

adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and

•

other companies, including companies in our industry, may calculate adjusted EBITDA or similarly titled measures differently, which reduces its usefulness as a comparative measure.

        Because of these and other limitations, you should consider adjusted EBITDA alongside other GAAP-based financial performance measures, including various cash flow metrics, net income (loss) and

40

our other GAAP financial results. The following table presents a reconciliation of adjusted EBITDA to net loss for each of the periods indicated:

	Year Ended December 31,															Nine Months Ended September 30,
	2006			2007			2008			2009			2010			2010			2011
	(in thousands)
Net loss	$	(653	)	$	(5,197	)	$	(8,359	)	$	(7,550	)	$	(7,121	)	$	(5,373	)	$	(417	)
Adjustments:
Interest (income) expense, net		(16	)		(270	)		(160	)		144			28			22			2
Income tax expense (benefit)		—			—			—			—			22			—			(495	)
Depreciation and amortization expense		5			33			106			146			223			141			456
Stock-based compensation expense		4			109			129			212			412			289			1,104
Total net adjustments		(7	)		(128	)		75			502			685			452			1,067
Adjusted EBITDA	$	(660	)	$	(5,325	)	$	(8,284	)	$	(7,048	)	$	(6,436	)	$	(4,921	)	$	650

41

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the consolidated financial statements and the related notes to those statements included later in this prospectus. In addition to historical financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, beliefs and expectations that involve risks and uncertainties. Our actual results and the timing of events could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly in "Risk Factors" and "Special Note Regarding Forward-Looking Statements."

Overview

        We are the leading independent mobile advertising platform company and the second largest mobile display advertising platform overall in the United States. Our technology, tools and services help developers maximize their advertising revenue, acquire users for their apps and gain insight about their users. To advertisers, we offer significant audience reach, sophisticated targeting capabilities and the opportunity to deliver rich and engaging ad experiences to consumers on their mobile connected devices. More than 28,000 apps are enabled to receive ads through our platform, and we can deliver ads on over 7,000 different mobile device types and models. Our platform is compatible with all major mobile operating systems, including Apple iOS, Android, Windows Phone, Blackberry and Symbian.

        We help developers and advertisers remove complexity from mobile advertising. By working with us, developers gain access to our tools and services that allow their apps to display banner ads, interactive rich media ads and video ads from our platform. In return, developers supply us with space on their apps to deliver ads for our advertiser clients and also provide us with access to anonymous data associated with their apps and users. We analyze this data to build sophisticated user profiles and audience groups that, in combination with the real-time decisioning, optimization and targeting capabilities of our technology platform, enable us to deliver highly targeted advertising campaigns for our advertiser clients. Advertisers pay us to deliver their ads to mobile connected device users, and we pay developers a fee for the use of their ad space. As we deliver more ads, we are able to collect additional anonymous data about users, audiences and the effectiveness of particular ad campaigns, which in turn enhances our targeting capabilities and allows us to deliver better performance for advertisers and better opportunities for developers to increase their revenue streams.

        We have built relationships with developers and advertisers of all sizes. Our developer base includes large mobile web publishers, such as CBS Interactive and The New York Times, and large app developers, such as Zynga and Pandora, as well as other developers, such as UberMedia and Gogii. Our advertiser clients include leading advertising agencies and brands, including 22 of Ad Age's top 25 national advertisers, as well as smaller advertisers and often the developers themselves.

        We operate in one segment, mobile advertising services. We have increased our revenue from $1.5 million for the year ended December 31, 2007 to $47.8 million for the year ended December 31, 2010 and $69.1 million for the nine months ended September 30, 2011. During the nine months ended September 30, 2011, approximately 10% of our revenue was derived from outside of the United States, up from 3% during the nine months ended September 30, 2010. We commenced our international operations in the United Kingdom during the first half of 2010 and in Asia during the fourth quarter of 2011 with the launch of operations in Singapore. We offer the same services internationally as we do in the United States, and we intend to continue to pursue a strategy of expanding our international operations.

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Key Operating and Financial Performance Metrics

        We monitor the key operating and financial performance metrics set forth in the table below to help us evaluate growth trends, establish budgets, measure the effectiveness of our sales and marketing efforts and assess our operational efficiencies.

        Gross margin is our gross profit, or revenue less cost of revenue, expressed as a percentage of our total revenue. Our gross margin has been and will continue to be primarily affected by our pricing terms with new and existing developers.

        Adjusted EBITDA represents our earnings before net interest (income) expense, income taxes, depreciation and amortization, adjusted to eliminate stock-based compensation expense, which is a non-cash item. Adjusted EBITDA is not a measure calculated in accordance with GAAP. Please refer to "Selected Consolidated Financial Data—Adjusted EBITDA" in this prospectus for a discussion of the limitations of adjusted EBITDA and a reconciliation of adjusted EBITDA to net loss, the most comparable GAAP measurement, for the years ended December 31, 2008, 2009 and 2010 and the nine months ended September 30, 2010 and 2011.

        Adjusted EBITDA should not be considered as an alternative to any measure of financial performance calculated and presented in accordance with GAAP. In addition, adjusted EBITDA may not be comparable to similarly titled measures of other companies because other companies may not calculate adjusted EBITDA in the same manner that we do. We prepare adjusted EBITDA to eliminate the impact of stock-based compensation expense, which we do not consider indicative of our core operating performance. We encourage you to evaluate these adjustments, the reasons we consider them appropriate and the material limitations of using non-GAAP measures as described in "Selected Consolidated Financial Data—Adjusted EBITDA."

	Year Ended December 31,									Nine Months Ended September 30,
	2008			2009			2010			2010			2011
	(dollars in thousands)
Revenue	$	6,281		$	16,220		$	47,828		$	29,087		$	69,129
Gross margin		20.5	%		28.5	%		33.9	%		33.2	%		38.5	%
Net loss	$	(8,359	)	$	(7,550	)	$	(7,121	)	$	(5,373	)	$	(417	)
Adjusted EBITDA	$	(8,284	)	$	(7,048	)	$	(6,436	)	$	(4,921	)	$	650

Components of Operating Results

Revenue

        We generate revenue by charging advertisers to deliver ads to users of mobile connected devices. Depending on the specific terms of each advertising contract, we generally recognize revenue based on the activity of mobile users viewing these ads. Our fees from advertisers are commonly based on the number of ads delivered, views, clicks or actions by users on mobile advertisements we deliver, and we recognize revenue at the time the user views, clicks or otherwise acts on the ad. We sell ads on several bases: cost per thousand, or CPM, on which we charge advertisers for each ad delivered to a consumer; cost per click, or CPC, on which we charge advertisers for each ad clicked on by a user; and cost per action, or CPA, on which we charge advertisers each time a consumer takes a specified action, such as downloading an app. Our revenue recognition policies are discussed in more detail in the section below entitled "—Critical Accounting Policies and Significant Judgments and Estimates."

Cost of Revenue

        Cost of revenue consists primarily of the agreed-upon payments we make to developers for their advertising space on which we deliver mobile ads. These payments are typically determined in advance as

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either a fixed percentage of the advertising revenue we earn from mobile ads placed on the developer's app or as a fixed fee for the ad space. We recognize cost of revenue on a developer-by-developer basis at the same time as we recognize the associated revenue. Costs owed to developers but not yet paid are recorded on our consolidated balance sheets as accrued cost of revenue.

Operating Expenses

        Operating expenses consist of sales and marketing, research and development and general and administrative expenses. Salaries and personnel costs are the most significant component of each of these expense categories. We grew from 54 employees at December 31, 2008 to 190 employees at September 30, 2011, and we expect to continue to hire new employees in order to support our anticipated revenue growth. We include stock-based compensation expense in connection with the grant of stock options in the applicable operating expense category based on the respective equity award recipient's function.

        Sales and marketing expense. Sales and marketing expense consists primarily of salaries and personnel-related costs for our advertiser-focused sales and marketing employees, including stock-based compensation, commissions and bonuses. Additional expenses include marketing programs, consulting, travel and other related overhead. The number of employees in sales and marketing functions grew from 18 at December 31, 2008 to 61 at September 30, 2011, and we expect our sales and marketing expense to increase in the foreseeable future as we further increase the number of our sales and marketing professionals and expand our marketing activities.

        Research and development expense. Research and development expense primarily consists of salaries and personnel-related costs for development employees, including stock-based compensation and bonuses. Additional expenses include non-capitalizable costs related to development, quality assurance and testing of new technology and enhancement of existing technology, consulting, travel and other related overhead. We engage third-party consulting firms for various research and development efforts, such as technology development, documentation, quality assurance and support. The number of employees in research and development functions grew from six at December 31, 2008 to 34 at September 30, 2011. We intend to continue to invest in our research and development efforts, including by hiring additional development personnel and by using outside consulting firms for various research and development efforts. We believe continuing to invest in research and development efforts is essential to maintaining our competitive position.

        General and administrative expense. General and administrative expense primarily consists of salaries and personnel-related costs for product, operations, developer support, business development, administration, finance and accounting, legal, information systems and human resources employees, including stock-based compensation and bonuses. Additional expenses include consulting and professional fees, travel, insurance and other corporate expenses. The number of employees in general and administrative functions grew from 30 at December 31, 2008 to 95 at September 30, 2011, and we expect our general and administrative expenses to increase in absolute terms as a result of our preparation to become and operate as a public company. After the completion of this offering, these expenses will also include costs associated with compliance with the Sarbanes-Oxley Act and other regulations governing public companies, directors' and officers' liability insurance, increased professional services and an enhanced investor relations function.

Other Income (Expense)

        Other income and expense consists primarily of interest income, interest expense and changes in the fair value of our preferred stock warrant liability. Interest income is derived from interest received on our cash and cash equivalents. Interest expense consists primarily of the interest incurred on outstanding borrowings under our credit facilities. During the years ended December 31, 2008, 2009 and 2010, we had borrowings under a term loan with a bank, which was repaid in full in 2010. During the nine months ended

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September 30, 2011, we entered into a new line of credit facility with a bank, but we have not borrowed under this facility to date.

        The fair value of our preferred stock warrant liability is re-measured at the end of each reporting period and any changes in fair value are recognized in other income or expense. Upon completion of this offering, the preferred stock warrant will automatically, in accordance with its terms, become a warrant to purchase common stock, which will result in the reclassification of the preferred stock warrant liability to additional paid-in capital, and no further changes in fair value will be recognized in other income or expense.

Income Tax (Expense) Benefit

        Income tax expense consists of U.S. federal, state and foreign income taxes. To date, we have not been required to pay U.S. federal income taxes because of our current and accumulated net operating losses. We incurred minimal state and U.K. income tax liabilities for the year ended December 31, 2010 and expect minimal state and foreign income tax obligations for the year ended December 31, 2011.

        Income tax benefit consists of changes in judgment about the realizability of our deferred tax assets.

Results of Operations

        The following table sets forth selected consolidated statement of operations data for each of the periods indicated.

	Year Ended December 31,									Nine Months Ended September 30,
	2008			2009			2010			2010			2011
	(in thousands)
Revenue	$	6,281		$	16,220		$	47,828		$	29,087		$	69,129
Cost of revenue		4,992			11,596			31,602			19,427			42,537
Gross profit		1,289			4,624			16,226			9,660			26,592
Operating expenses:
Sales and marketing		3,463			4,609			8,508			5,990			10,178
Research and development		663			1,095			2,175			1,576			3,316
General and administrative		5,682			6,326			12,535			7,452			13,946
Total operating expenses		9,808			12,030			23,218			15,018			27,440
Loss from operations		(8,519	)		(7,406	)		(6,992	)		(5,358	)		(848	)
Other income (expense):
Interest income (expense)		160			(144	)		(28	)		(22	)		(2	)
Other (expense) income		—			—			(79	)		7			(62	)
Total other income (expense)		160			(144	)		(107	)		(15	)		(64	)
Loss before income taxes		(8,359	)		(7,550	)		(7,099	)		(5,373	)		(912	)
Income tax (expense) benefit		—			—			(22	)		—			495
Net loss	$	(8,359	)	$	(7,550	)	$	(7,121	)	$	(5,373	)	$	(417	)

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        The following table sets forth our consolidated statement of operations data as a percentage of revenue for each of the periods indicated.

	Year Ended December 31,									Nine Months Ended September 30,
	2008			2009			2010			2010			2011
Revenue		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Cost of revenue		79.5			71.5			66.1			66.8			61.5
Gross margin		20.5			28.5			33.9			33.2			38.5
Operating expenses:
Sales and marketing		55.1			28.4			17.8			20.6			14.7
Research and development		10.6			6.8			4.5			5.4			4.8
General and administrative		90.5			39.0			26.2			25.6			20.2
Total operating expenses		156.2			74.2			48.5			51.6			39.7
Loss from operations		(135.7	)		(45.7	)		(14.6	)		(18.4	)		(1.2	)
Other income (expense):
Interest income (expense)		2.6			(0.9	)		(0.1	)		(0.1	)		—
Other (expense) income		—			—			(0.2	)		—			(0.1	)
Total other income (expense)		2.6			(0.9	)		(0.3	)		(0.1	)		(0.1	)
Loss before income taxes		(133.1	)		(46.6	)		(14.9	)		(18.5	)		(1.3	)
Income tax (expense) benefit		—			—			(0.0	)		—			0.7
Net loss		(133.1	)%		(46.6	)%		(14.9	)%		(18.5	)%		(0.6	)%

Comparison of Nine Months Ended September 30, 2010 and 2011

	Nine Months Ended September 30,
	2010						2011						Period-to-Period Change
				Percentage of Revenue						Percentage of Revenue
	Amount						Amount						Amount			Percentage
	(dollars in thousands)
Revenue	$	29,087			100.0	%	$	69,129			100.0	%	$	40,042			137.7	%
Cost of revenue		19,427			66.8			42,537			61.5			23,110			119.0
Gross profit		9,660			33.2			26,592			38.5			16,932			175.3
Operating expenses:
Sales and marketing		5,990			20.6			10,178			14.7			4,188			69.9
Research and development		1,576			5.4			3,316			4.8			1,740			110.4
General and administrative		7,452			25.6			13,946			20.2			6,494			87.1
Total operating expenses		15,018			51.6			27,440			39.7			12,422			82.7
Loss from operations		(5,358	)		(18.4	)		(848	)		(1.2	)		4,510			(84.2	)
Other income (expense):
Interest income (expense)		(22	)		(0.1	)		(2	)		0.0			20			(90.9	)
Other income (expense)		7			0.0			(62	)		(0.1	)		(69	)		(985.7	)
Total other income (expense)		(15	)		(0.1	)		(64	)		(0.1	)		(49	)		326.7
Loss before income taxes		(5,373	)		(18.5	)		(912	)		(1.3	)		4,461			(83.0	)
Income tax benefit		—			—			495			0.7			495			100.0
Net loss	$	(5,373	)		(18.5	)%	$	(417	)		(0.6	)%	$	4,956			(92.2	)%

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        Revenue. Revenue increased by $40.0 million, or 137.7%, from $29.1 million for the nine months ended September 30, 2010 to $69.1 million for the nine months ended September 30, 2011. This growth was primarily attributable to an increase in the number of advertiser clients using our platform as well as an increase in spending from our existing advertiser clients during the nine months ended September 30, 2011 as compared to the nine months ended September 30, 2010.

        Our revenue from international operations increased from $746,000, or 2.6% of total revenue, for the nine months ended September 30, 2010, to $6.8 million, or 9.8% of total revenue, for the nine months ended September 30, 2011. We commenced our international operations in the United Kingdom during the second quarter of 2010. The revenue growth in our international operations during the nine months ended September 30, 2011 as compared to the nine months ended September 30, 2010 was primarily attributable to a full nine months of international operations and revenue generation in 2011.

        In addition to expanding the scale of our business internationally in 2010, we also added substantially to our sales force during the nine months ended September 30, 2011, allowing us to increase our number of advertising client relationships and the number of developer applications enabled to receive ads delivered through our platform.

        Cost of revenue. Cost of revenue increased by $23.1 million, or 119.0%, from $19.4 million, or 66.8% of revenue, for the nine months ended September 30, 2010, to $42.5 million, or 61.5% of revenue, for the nine months ended September 30, 2011. The increase in cost of revenue was driven primarily by the need to purchase greater quantities of advertising inventory for use in delivering mobile ads. The decrease in cost of revenue as a percentage of revenue and corresponding increase in gross margin for the nine months ended September 30, 2011 was primarily the result of more favorable pricing terms with developers. This was largely the result of increased usage of our self-service portal for developers, mmDev. Fees paid to developers for ads placed through this portal are generally lower, resulting in higher gross margin from these ads.

        Sales and marketing. Sales and marketing expense increased by $4.2 million, or 69.9%, from $6.0 million, or 20.6% of revenue, for the nine months ended September 30, 2010, to $10.2 million, or 14.7% of revenue, for the nine months ended September 30, 2011. The increase in sales and marketing expense was primarily attributable to a $2.6 million increase in salaries and personnel-related costs, as we increased the number of sales and marketing personnel to support our expanding client base and experienced higher commission costs associated with higher revenue. The number of full-time sales and marketing employees increased from 31 at September 30, 2010 to 61 at September 30, 2011. In addition, we experienced a $1.2 million increase in our marketing programs and consulting expense. The decrease in sales and marketing expense as a percentage of revenue for the nine months ended September 30, 2011 was primarily the result of our growth in revenue and improved efficiencies in our sales organization.

        Research and development. Research and development expense increased by $1.7 million, or 110.4%, from $1.6 million, or 5.4% of revenue, for the nine months ended September 30, 2010, to $3.3 million, or 4.8% of revenue, for the nine months ended September 30, 2011. The increase in research and development expense was primarily attributable to a $1.5 million increase in salaries and personnel-related costs associated with an increase in headcount. The number of full-time research and development employees increased from 14 at September 30, 2010 to 34 at September 30, 2011. The decrease in research and development expense as a percentage of revenue for the nine months ended September 30, 2011 was primarily the result of our growth in revenue.

        General and administrative. General and administrative expense increased by $6.5 million, or 87.1%, from $7.5 million, or 25.6% of revenue, for the nine months ended September 30, 2010, to $14.0 million, or 20.2% of revenue, for the nine months ended September 30, 2011. The increase in general and administrative expense was primarily attributable to a $3.8 million increase in salaries and personnel-related costs associated with an increase in headcount as well as corresponding increases in information technology

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and other corporate infrastructure costs necessary to support the overall growth in our business. The number of full-time general and administrative employees increased from 46 at September 30, 2010 to 95 at September 30, 2011. The decrease in general and administrative expense as a percentage of revenue for the nine months ended September 30, 2011 was primarily the result of our growth in revenue and improved operating efficiencies.

        Income tax benefit. For the nine months ended September 30, 2011, we recognized an income tax benefit of $495,000 due to a change in judgment, resulting from our acquisition of another entity during the period, about our ability to realize a portion of our deferred tax assets.

Comparison of Years Ended December 31, 2009 and 2010

	Year Ended December 31,
	2009						2010						Period-to-Period Change
				Percentage of Revenue						Percentage of Revenue
	Amount						Amount						Amount			Percentage
	(dollars in thousands)
Revenue	$	16,220			100.0	%	$	47,828			100.0	%	$	31,608			194.9	%
Cost of revenue		11,596			71.5			31,602			66.1			20,006			172.5
Gross profit		4,624			28.5			16,226			33.9			11,602			250.9
Operating expenses:
Sales and marketing		4,609			28.4			8,508			17.8			3,899			84.6
Research and development		1,095			6.8			2,175			4.5			1,080			98.6
General and administrative		6,326			39.0			12,535			26.2			6,209			98.2
Total operating expenses		12,030			74.2			23,218			48.5			11,188			93.0
Loss from operations		(7,406	)		(45.7	)		(6,992	)		(14.6	)		414			(5.6	)
Other income (expense):
Interest income		6			0.0			2			0.0			(4	)		(66.7	)
Interest expense		(150	)		(0.9	)		(30	)		(0.1	)		120			(80.0	)
Other expense		—			—			(79	)		(0.2	)		(79	)		100.0
Total other income (expense)		(144	)		(0.9	)		(107	)		(0.3	)		37			(25.7	)
Loss before income taxes		(7,550	)		(46.6	)		(7,099	)		(14.9	)		451			(6.0	)
Income tax expense		—			—			(22	)		0.0			(22	)		100.0
Net loss	$	(7,550	)		(46.6	)%	$	(7,121	)		(14.9	)%	$	429			(5.7	)%

        Revenue. Revenue increased by $31.6 million, or 194.9%, from $16.2 million for the year ended December 31, 2009 to $47.8 million for the year ended December 31, 2010. This growth was primarily attributable to an increase in the number of advertiser clients using our platform as well as an increase in spending from our existing advertising clients during the year ended December 31, 2010 as compared to the year ended December 31, 2009. We also commenced our international operations in the United Kingdom during the second quarter of 2010 and generated $1.5 million in revenue during the year ended December 31, 2010 related to our international operations.

        Cost of revenue. Cost of revenue increased by $20.0 million, or 172.5%, from $11.6 million, or 71.5% of revenue, for the year ended December 31, 2009 to $31.6 million, or 66.1% of revenue, for the year ended December 31, 2010. The increase in cost of revenue was driven primarily by the need to purchase greater quantities of advertising inventory for use in delivering mobile ads. The decrease in cost of revenue as a percentage of revenue and corresponding increase in gross margin for the year ended December 31, 2010 was primarily the result of more favorable pricing terms with developers driven by the launch of our

48

self-service developer portal, mmDev, in the first quarter of 2010. Fees paid to developers for ads placed through this portal are generally lower, resulting in higher gross margins from these ads.

        Sales and marketing. Sales and marketing expense increased by $3.9 million, or 84.6%, from $4.6 million, or 28.4% of revenue, for the year ended December 31, 2009, to $8.5 million, or 17.8% of revenue, for the year ended December 31, 2010. The increase in sales and marketing expense was primarily attributable to a $3.0 million increase in salaries and personnel-related costs, as we increased the number of sales and marketing personnel to support our expanding client base and experienced higher commission costs associated with higher revenue. The number of full-time sales and marketing employees increased from 24 at December 31, 2009 to 44 at December 31, 2010. In addition, we experienced a $577,000 increase in our marketing programs and consulting expense. The decrease in sales and marketing expense as a percentage of revenue for the year ended December 31, 2010 was primarily the result of our growth in revenue and improved efficiencies in our sales organization.

        Research and development. Research and development expense increased by $1.1 million, or 98.6%, from $1.1 million, or 6.8% of revenue, for the year ended December 31, 2009, to $2.2 million, or 4.5% of revenue, for the year ended December 31, 2010. The increase in research and development expense was primarily attributable to an $898,000 increase in salaries and personnel-related costs associated with an increase in headcount, as well as a $154,000 increase in consulting expense. The number of full-time research and development employees increased from 10 at December 31, 2009 to 19 at December 31, 2010. The decrease in research and development expense as a percentage of revenue for the year ended December 31, 2010 was primarily the result of our growth in revenue.

        General and administrative. General and administrative expense increased by $6.2 million, or 98.2%, from $6.3 million, or 39.0% of revenue, for the year ended December 31, 2009, to $12.5 million, or 26.2% of revenue, for the year ended December 31, 2010. The increase in general and administrative expense was primarily attributable to a $3.3 million increase in salaries and personnel-related costs associated with an increase in headcount as well as corresponding increases in information technology and other corporate infrastructure costs necessary to support the overall growth in our business. The number of full-time general and administrative employees increased from 32 at December 31, 2009 to 56 at December 31, 2010. The decrease in general and administrative expense as a percentage of revenue for the year ended December 31, 2010 was primarily the result of our growth in revenue and improved operating efficiencies.

        Income tax expense. For the year ended December 31, 2010, we recognized state income tax expense of $22,000 that was not offset by deferred tax assets.

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Comparison of Years Ended December 31, 2008 and 2009

	Year Ended December 31,
	2008						2009						Period-to-Period Change
				Percentage of Revenue						Percentage of Revenue
	Amount						Amount						Amount			Percentage
	(dollars in thousands)
Revenue	$	6,281			100.0	%	$	16,220			100.0	%	$	9,939			158.2	%
Cost of revenue		4,992			79.5			11,596			71.5			6,604			132.3
Gross profit		1,289			20.5			4,624			28.5			3,335			258.7
Operating expenses:
Sales and marketing		3,463			55.1			4,609			28.4			1,146			33.1
Research and development		663			10.6			1,095			6.8			432			65.2
General and administrative		5,682			90.5			6,326			39.0			644			11.3
Total operating expenses		9,808			156.2			12,030			74.2			2,222			22.7
Loss from operations		(8,519	)		(135.7	)		(7,406	)		(45.7	)		1,113			(13.1	)
Other income (expense):
Interest income		174			2.8			6			0.0			(168	)		(96.6	)
Interest expense		(14	)		(0.2	)		(150	)		(0.9	)		(136	)		971.4
Other expense		—			—			—			—			—			—
Total other income (expense)		160			2.6			(144	)		(0.9	)		(304	)		(190.0	)
Loss before income taxes		(8,359	)		(133.1	)		(7,550	)		(46.6	)		809			(9.7	)
Income tax expense		—			—			—			—			—			—
Net loss	$	(8,359	)		(133.1	)%	$	(7,550	)		(46.6	)%	$	809			(9.7	)%

        Revenue. Revenue increased by $9.9 million, or 158.2%, from $6.3 million for the year ended December 31, 2008 to $16.2 million for the year ended December 31, 2009. This growth was primarily attributable to an increase in the number of advertiser clients using our platform as well as an increase in spending from our existing advertising clients during the year ended December 31, 2009 as compared to the year ended December 31, 2008.

        Cost of revenue. Cost of revenue increased by $6.6 million, or 132.3%, from $5.0 million, or 79.5% of revenue, for the year ended December 31, 2008 to $11.6 million, or 71.5% of revenue, for the year ended December 31, 2009. The increase in cost of revenue was driven primarily by the need to purchase greater quantities of advertising inventory for use in delivering mobile ads. The decrease in cost of revenue as a percentage of revenue and corresponding increase in gross margin for the year ended December 31, 2009 was primarily the result of more favorable pricing terms with developers.

        Sales and marketing. Sales and marketing expense increased by $1.1 million, or 33.1%, from $3.5 million, or 55.1% of revenue, for the year ended December 31, 2008, to $4.6 million, or 28.4% of revenue, for the year ended December 31, 2009. The increase in sales and marketing expense was primarily attributable to a $1.4 million increase in salaries and personnel-related costs, as we increased the number of sales and marketing personnel to support our expanding client base and experienced higher commission costs associated with higher revenue. The number of full-time sales and marketing employees increased from 18 at December 31, 2008 to 24 at December 31, 2009. This increase was partially offset by a $314,000 decrease in our marketing programs expense during the year. The decrease in sales and marketing expenses as a percentage of revenue for the year ended December 31, 2009 was primarily the result of our growth in revenue and improved efficiencies in our sales organization.

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        Research and development. Research and development expense increased by $432,000, or 65.2%, from $663,000, or 10.6% of revenue, for the year ended December 31, 2008, to $1.1 million, or 6.8% of revenue, for the year ended December 31, 2009. The increase in research and development expense was primarily attributable to a $279,000 increase in salaries and personnel-related costs associated with an increase in headcount, as well as a $109,000 increase in consulting expense. The number of full-time research and development employees increased from six at December 31, 2008 to 10 at December 31, 2009. The decrease in research and development expense as a percentage of revenue for the year ended December 31, 2009 was primarily the result of our growth in revenue.

        General and administrative. General and administrative expense increased by $644,000, or 11.3%, from $5.7 million, or 90.5% of revenue, for the year ended December 31, 2008, to $6.3 million, or 39.0% of revenue, for the year ended December 31, 2009. The increase in general and administrative expense was primarily attributable to an increase in salaries and personnel-related costs associated with an increase in headcount, which includes $550,000 related to increased bonus compensation during the year ended December 31, 2009 as compared to the prior year. The number of full-time general and administrative employees increased from 30 at December 31, 2008 to 32 at December 31, 2009.

Quarterly Results of Operations

        The following tables show our unaudited consolidated quarterly results of operations for each of our seven most recently completed quarters, as well as the percentage of total revenue for each line item shown. This information has been derived from our unaudited financial statements, which, in the opinion of management, have been prepared on the same basis as our audited financial statements and include all adjustments, consisting of normal recurring adjustments and accruals, necessary for the fair presentation of the financial information for the quarters presented. This information should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this prospectus.

	Three Months Ended
	March 31, 2010			June 30, 2010			Sept. 30, 2010			Dec. 31, 2010			March 31, 2011			June 30, 2011			Sept. 30, 2011
	(in thousands)
Revenue	$	8,825		$	9,258		$	11,004		$	18,741		$	21,493		$	22,447		$	25,189
Cost of revenue		5,859			6,478			7,090			12,175			13,569			13,675			15,293
Gross profit		2,966			2,780			3,914			6,566			7,924			8,772			9,896
Operating expenses:
Sales and marketing		2,033			1,944			2,013			2,518			3,392			3,582			3,204
Research and development		489			562			525			599			648			1,150			1,518
General and administrative		2,266			2,477			2,709			5,083			3,907			4,658			5,381
Total operating expenses		4,788			4,983			5,247			8,200			7,947			9,390			10,103
Loss from operations		(1,822	)		(2,203	)		(1,333	)		(1,634	)		(23	)		(618	)		(207	)
Other income (expense):
Interest expense		(22	)		—			—			(6	)		—			(1	)		(1	)
Other income (expense)		5			2			—			(86	)		—			(26	)		(36	)
Total other (expense) income		(17	)		2			—			(92	)		—			(27	)		(37	)
Loss before income taxes		(1,839	)		(2,201	)		(1,333	)		(1,726	)		(23	)		(645	)		(244	)
Income tax (expense) benefit		—			—			—			(22	)		—			493			2
Net loss	$	(1,839	)	$	(2,201	)	$	(1,333	)	$	(1,748	)	$	(23	)	$	(152	)	$	(242	)

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	Three Months Ended
	March 31, 2010			June 30, 2010			September 30, 2010			December 31, 2010			March 31, 2011			June 30, 2011			September 30, 2011
	(as a percentage of revenue)
Revenue		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Cost of revenue		66.4			70.0			64.4			65.0			63.1			60.9			60.7
Gross margin		33.6			30.0			35.6			35.0			36.9			39.1			39.3
Operating expenses:
Sales and marketing		23.0			21.0			18.3			13.4			15.8			16.0			12.7
Research and development		5.5			6.1			4.8			3.2			3.0			5.1			6.0
General and administrative		25.7			26.8			24.6			27.1			18.1			20.8			21.4
Total operating expenses		54.2			53.9			47.7			43.7			36.9			41.9			40.1
Loss from operations		(20.6	)		(23.9	)		(12.1	)		(8.7	)		—			(2.8	)		(0.8	)
Other income (expense):
Interest expense		(0.2	)		—			—			(0.0	)		—			(0.0	)		(0.0	)
Other income (expense)		0.1			0.0			—			(0.5	)		—			(0.1	)		(0.1	)
Total other (expense) income		(0.1	)		—			—			(0.5	)		—			(0.1	)		(0.1	)
Loss before income taxes		(20.7	)		(23.9	)		(12.1	)		(9.2	)		(0.0	)		(2.9	)		(0.9	)
Income tax (expense) benefit		—			—			—			(0.1	)		—			2.2			—
Net loss		(20.7	)%		(23.9	)%		(12.1	)%		(9.3	)%		—	%		(0.7	)%		(0.9	)%

Quarterly Trends and Seasonality

        Our overall operating results fluctuate from quarter to quarter as a result of a variety of factors, some of which are outside our control. We have experienced rapid growth since our inception, as well as other major corporate developments. For instance, we have significantly increased the number of developer applications we support, entered into new international markets, made two acquisitions, and increased our advertiser client base over the last two years. These changes have resulted in substantial growth in our revenue and corresponding increases in operating expenses to support our growth. Our growth has led to uneven overall operating results due to changes in our investment in sales and marketing and research and development from quarter to quarter, increases in employee headcount and the impact of contractual relationships with new and existing developers. Our historical results should not be considered a reliable indicator of our future results of operations.

        Our quarterly revenue and gross margin have generally increased from quarter to quarter, with revenue increasing from $8.8 million in the quarter ended March 31, 2010 to $25.2 million in the quarter ended September 30, 2011 and gross margin increasing from 33.6% to 39.3% during this period. Our increase in quarterly revenue was mainly due to an increased number of advertiser clients using our platform as well as an increase in spending from our existing advertising clients. Our increase in gross margin has been largely the result of more favorable pricing terms with new and existing developers, primarily as a result of increased usage of our mmDev self-service developer portal.

        In the first and second quarters of 2010, we experienced a rapid increase in the number of developer applications on our platform, with a corresponding increase in advertising revenue. However, during the second quarter of 2010, our technology platform and operations did not effectively manage the surge in activity during that quarter, resulting in an unfavorable impact on our cost of revenue and corresponding gross profit. We subsequently enhanced our technology and operational capabilities during the remainder of 2010, and our gross profit and gross margin recovered.

        Our revenue also tends to be seasonal in nature, with the fourth quarter of each calendar year historically representing the largest percentage of our total revenue for the year. Many brand advertisers

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spend the largest portion of their advertising budgets during the fourth quarter, in preparation for the holiday season.

Liquidity and Capital Resources

Sources of Liquidity

        To date, we have funded our operations principally through private placements of our capital stock and bank borrowings. We have raised $64.8 million from the sale of redeemable convertible preferred stock to third parties.

        In August 2011, we entered into a line of credit with Silicon Valley Bank, or SVB, which allows for borrowings up to $15.0 million. Amounts borrowed under the line of credit are secured by all of our assets. Advances under the line of credit bear interest at a floating rate equal to SVB's prime rate, with interest payable monthly. The line of credit agreement requires that we maintain a ratio of cash, cash equivalents and billed accounts receivable to current liabilities of at least 1.25 to 1.00. Additionally, the line of credit agreement contains an unused line fee of 0.25% per year, calculated on the average unused portion of the loan, payable monthly. The line of credit is scheduled to mature on August 11, 2013, at which time all outstanding borrowings would be due and payable. As part of the line of credit, we have a maximum of $2.0 million in available but unused letters of credit. As of September 30, 2011, we had not yet drawn on this line of credit.

Working Capital

        The following table summarizes our cash and cash equivalents, accounts receivable, working capital and cash flows for the periods indicated:

	As of and For the Year Ended December 31,									As of and For the Nine Months Ended September 30,
	2008			2009			2010			2010			2011
	(in thousands)
Cash and cash equivalents	$	10,200		$	19,171		$	27,803		$	9,769		$	20,015
Accounts receivable, net of allowances		2,280			6,485			19,978			12,224			25,705
Working capital		9,088			16,909			30,571			10,459			25,631
Cash provided by (used in):
Operating activities		(8,356	)		(6,173	)		(10,483	)		(6,938	)		(2,084	)
Investing activities		(352	)		(79	)		(712	)		(323	)		(4,322	)
Financing activities		2,988			15,223			19,831			(2,148	)		(1,371	)

        Our cash and cash equivalents at September 30, 2011 were held for working capital purposes. We do not enter into investments for trading or speculative purposes. Our policy is to invest any cash in excess of our immediate requirements in investments designed to preserve the principal balance and provide liquidity. Accordingly, our cash and cash equivalents are invested primarily in demand deposit accounts, certificates of deposit and money market funds that are currently providing only a minimal return.

Cash Flows

Operating Activities

        For the nine months ended September 30, 2011, our net cash used in operating activities of $2.1 million consisted of a net loss of $417,000 and $2.9 million of cash used to fund changes in working capital, offset by $1.2 million in adjustments for non-cash items. Adjustments for non-cash items primarily consisted of non-cash stock compensation expense of $1.1 million, depreciation and amortization expense of $456,000 and bad debt expense of $101,000, partially offset by $483,000 in deferred income tax benefits. The decrease in cash resulting from changes in working capital primarily consisted of an increase in

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accounts receivable of $5.8 million, primarily driven by increased revenue during the period, an increase in prepaid expenses and other assets of $847,000 and a decrease in deferred revenue of $287,000 as a result of fewer clients prepaying for advertising services. These decreases were partially offset by increases in operating cash flow due to a $3.3 million increase in accounts payable and accrued expenses and accrued cost of revenue, driven primarily by an increase in developer-related charges, and a $537,000 increase in accrued payroll and payroll related expenses resulting from an increase in the number of employees.

        For the nine months ended September 30, 2010, our net cash used in operating activities of $6.9 million consisted of a net loss of $5.4 million and $2.4 million of cash used to fund changes in working capital, offset by $865,000 in adjustments for non-cash items. Adjustments for non-cash items primarily consisted of non-cash stock compensation expense of $289,000, depreciation and amortization expense of $141,000 and bad debt expense of $417,000. The decrease in cash resulting from changes in working capital primarily consisted of an increase in accounts receivable of $6.2 million, primarily driven by increased revenue during the period, and an increase in prepaid expenses and other assets of $190,000. These decreases were partially offset by increases in operating cash flow due to a $3.5 million increase in accounts payable and accrued expenses and accrued cost of revenue, driven primarily by an increase in developer-related charges, and a $378,000 increase in accrued payroll and payroll related expenses resulting from an increase in the number of employees.

        For the year ended December 31, 2010, our net cash used in operating activities of $10.5 million consisted of a net loss of $7.1 million and $5.0 million of cash used to fund changes in working capital, offset by $1.6 million in adjustments for non-cash items. Adjustments for non-cash items primarily consisted of non-cash stock compensation expense of $412,000, depreciation and amortization expense of $223,000, bad debt expense of $870,000 and an increase in the fair value of our preferred stock warrant liability of $79,000. The decrease in cash resulting from changes in working capital primarily consisted of an increase in accounts receivable of $14.4 million, primarily driven by increased revenue during the period, and an increase in prepaid expenses and other assets of $378,000. These decreases were partially offset by increases in operating cash flow due to a $8.2 million increase in accounts payable and accrued expenses and accrued cost of revenue, driven primarily by an increase in developer-related charges, a $1.3 million increase in accrued payroll and payroll related expenses resulting from the increased number of employees, and an increase in deferred revenue of $329,000 as a result of an increase in the number of prepaid ads by clients.

        For the year ended December 31, 2009, our net cash used in operating activities of $6.2 million consisted of a net loss of $7.6 million, partially offset by cash of $832,000 provided by changes in working capital and $545,000 in adjustments for non-cash items. Adjustments for non-cash items primarily consisted of non-cash stock compensation expense of $212,000, depreciation and amortization expense of $146,000 and bad debt expense of $161,000. The increase in cash resulting from changes in working capital primarily consisted of an increase of $3.9 million in accounts payable and accrued expenses and accrued cost of revenue, driven primarily by an increase in developer-related charges and a $1.2 million increase in accrued payroll and payroll related expenses resulting from the increased number of employees. These increases were partially offset by decreases in operating cash flow due to an increase in accounts receivable of $4.4 million, primarily driven by increased revenue during the period.

        For the year ended December 31, 2008, our net cash used in operating activities of $8.4 million consisted of a net loss of $8.4 million and $297,000 of cash used to fund changes in working capital, offset by $300,000 in adjustments for non-cash items. Adjustments for non-cash items primarily consisted of non-cash stock compensation expense of $129,000, depreciation and amortization expense of $106,000 and bad debt expense of $63,000. The decrease in cash resulting from changes in working capital primarily consisted of an increase in accounts receivable of $1.6 million, primarily driven by increased revenue during the period. These decreases were partially offset by increases in operating cash flow due to a $1.1 million increase in accounts payable and accrued expenses and accrued cost of revenue, driven primarily by an increase in developer-related charges, and a $330,000 net decrease in prepaid expenses and other assets.

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Investing Activities

        Our investing activities have consisted primarily of purchases of property and equipment, as well as business acquisitions.

        For the nine months ended September 30, 2011, net cash used in investing activities was $4.3 million. This amount consisted of $2.1 million of cash consideration paid, net of cash received, as part of an acquisition and $2.2 million for the purchase of property and equipment.

        For the nine months ended September 30, 2010, net cash used in investing activities was $323,000, consisting of $251,000 for the purchase of property and equipment and $72,000, net of cash received, paid as part of an acquisition.

        For the year ended December 31, 2010, net cash used in investing activities was $712,000, consisting of $640,000 for the purchase of property and equipment and $72,000, net of cash received, paid as part of an acquisition.

        For the years ended December 31, 2009 and 2008, net cash used in investing activities was $79,000 and $352,000, respectively, attributable to the purchase and disposition of property and equipment.

Financing Activities

        For the nine months ended September 30, 2011, net cash used in financing activities was $1.4 million, consisting of $827,000 used to repurchase common stock from one of our executive officers and $666,000 in deferred offering costs and financing fees for this offering and other financing transactions. These amounts were partially offset by $122,000 in cash received upon the exercise of stock options.

        For the nine months ended September 30, 2010, net cash used in financing activities was $2.1 million, consisting of $2.3 million used to repay in full our term loan from a bank, partially offset by $102,000 in cash received upon the exercise of stock options.

        For the year ended December 31, 2010, net cash provided by financing activities was $19.8 million, consisting of $27.5 million in net proceeds from our Series D preferred stock financing and $127,000 in cash received upon the exercise of stock options, partially offset by $5.5 million used to repurchase common stock from two of our executive officers and $2.3 million used to repay in full our term loan from a bank.

        For the year ended December 31, 2009, net cash provided by financing activities was $15.2 million, consisting of $15.9 million in net proceeds from our Series C preferred stock financing and $53,000 in cash received upon the exercise of stock options, partially offset by $750,000 in payments on our term loan.

        For the year ended December 31, 2008, net cash provided by financing activities was $3.0 million, substantially all of which was the amount borrowed under our term loan with a bank.

Operating and Capital Expenditure Requirements

        We believe the net proceeds from this offering, together with our existing cash balances and interest income we earn on these balances, will be sufficient to meet our anticipated cash requirements through at least the next 12 months. During this period, we expect our capital expenditure requirements to be approximately $4.0 million. If our available cash balances and net proceeds from this offering are insufficient to satisfy our liquidity requirements, we may seek to sell equity or convertible debt securities or enter into an additional credit facility. The sale of equity and convertible debt securities may result in dilution to our stockholders and those securities may have rights senior to those of our common shares. If we raise additional funds through the issuance of convertible debt securities, these securities could contain covenants that would restrict our operations. We may require additional capital beyond our currently anticipated amounts. Additional capital may not be available on reasonable terms, or at all.

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Contractual Obligations

        We have non-cancelable contractual obligations for office space. The following table discloses aggregate information about material contractual obligations and periods in which payments were due as of December 31, 2010. Future events could cause actual payments to differ from these estimates.

	Payment due by period
Contractual Obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
	(in thousands)
Operating lease obligations	$	1,559	$	568	$	991	$	—	$	—
Total	$	1,559	$	568	$	991	$	—	$	—

        Subsequent to December 31, 2010, we entered into a line of credit with Silicon Valley Bank, although we have not borrowed under this facility. In addition, during 2011, we entered into additional leases for office space with total collective future minimum lease payments of approximately $3.0 million.

Off-Balance Sheet Arrangements

        As of September 30, 2011, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K, such as the use of unconsolidated subsidiaries, structured finance, special purpose entities or variable interest entities.

Critical Accounting Policies and Significant Judgments and Estimates

        Our management's discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reported period. In accordance with GAAP, we base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Actual results may differ from these estimates.

        While our significant accounting policies are more fully described in Note 2 to our consolidated financial statements appearing elsewhere in this prospectus, we believe the following accounting policies are critical to the process of making significant judgments and estimates in the preparation of our consolidated financial statements.

Revenue Recognition

        We recognize revenue based on the activity of mobile users viewing ads through developer applications and mobile websites. Our revenue is recognized when our advertising services are delivered based on the specific terms of the advertising contract, which are commonly based on the number of ads delivered, or views, clicks or actions by users on mobile advertisements. At that time, our services have been provided, the fees charged are fixed or determinable, persuasive evidence of an arrangement exists, and collectability is reasonably assured.

        In the normal course of business, we act as an intermediary in executing transactions with third parties. The determination of whether revenue should be reported on a gross or net basis is based on an assessment of whether we are acting as the principal or an agent in our transactions with advertisers. The determination of whether we are acting as a principal or an agent in a transaction involves judgment and is based on an evaluation of the terms of each arrangement. While none of the factors individually are considered presumptive or determinative, in reaching our conclusions on gross versus net revenue

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recognition, we place the most weight on the analysis of whether or not we are the primary obligor in the arrangement. To date, we have determined that we are the primary obligor in all our advertising arrangements because we are responsible for identifying and contracting with third-party advertisers, establishing the selling prices of the advertisements sold, and performing all billing and collection activities, including retaining credit risk, and bearing sole responsibility for fulfillment of the advertising. Accordingly, we act as the principal in all of our arrangements and therefore report revenue earned and costs incurred related to these transactions on a gross basis.

        We record deferred revenue when we receive cash payments from our advertiser clients in advance of when we perform the services under our arrangements with them.

Accounts Receivable and Allowances for Doubtful Accounts and Sales Credits

        Accounts receivable are stated at realizable value, net of an allowance for doubtful accounts that we maintain for estimated losses expected to result from the inability of some clients to make payments as they become due. Our estimated allowance is based on our analysis of past due amounts and ongoing credit evaluations. Historically, our actual collection experience has not varied significantly from our estimates, due primarily to our credit and collection policies and the financial strength of many of our clients.

        We also estimate an allowance for sales credits based on our historical experience of sales credits as a percentage of revenue. Historically, actual sales credits have not significantly differed from our estimates. However, if our revenue and client base continues to grow, higher than expected sales credits may result in future write-offs that are greater than our estimates.

Business Combinations

        In business combinations, we determine the acquisition purchase price as the sum of the consideration we provide. When we issue stock-based awards to an acquired company's selling stockholders, we evaluate whether the awards are contingent consideration or compensation for post-business combination services. Our evaluation includes, among other things, whether the vesting of the stock-based awards is contingent on the continued employment of the selling stockholder beyond the acquisition date. If continued employment is required for vesting, the awards are treated as compensation for post-acquisition services and recognized as future compensation expense over the required service period.

        We allocate the purchase price in a business combination to the identifiable assets and liabilities of the acquired business at their acquisition date fair values. The excess of the purchase price over the amount allocated to the identifiable assets and liabilities, if any, is recorded as goodwill.

        To date, the assets acquired and liabilities assumed in our business combinations have primarily consisted of acquired working capital and definite-lived intangible assets. The carrying value of acquired working capital is assumed to be equal to its fair value, given the short-term nature of these assets and liabilities. We estimate the fair value of definite-lived intangible assets acquired using a discounted cash flow approach, which includes an analysis of the future cash flows expected to be generated by the asset and the risk associated with achieving these cash flows. The key assumptions used in the discounted cash flow model include the discount rate that is applied to the forecasted future cash flows to calculate the present value of those cash flows and the estimate of future cash flows attributable to the acquired intangible asset, which include revenue, operating expenses and taxes.

Stock-Based Compensation

        Stock options awarded to employees, directors and non-employee third parties are measured at fair value at each grant date. We consider publicly traded guideline companies, precedent transactions, discounted free cash flows, and an analysis of our enterprise value in estimating the fair value of our

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common stock. We recognize compensation expense ratably over the requisite service period of the option award. Options generally vest ratably over a four-year period, except those options granted to non-employee third parties, portions of which may vest immediately or ratably over two years.

Determination of the Fair Value of Stock-based Compensation Grants

        The determination of the fair value of stock-based compensation arrangements is affected by a number of variables, including estimates of the fair value of our common stock, expected stock price volatility, risk-free interest rate and the expected life of the award. We value stock options using the Black-Scholes option-pricing model, which was developed for use in estimating the fair value of traded options that are fully transferable and have no vesting restrictions. Black-Scholes and other option valuation models require the input of highly subjective assumptions, including the expected stock price volatility.

        The following summarizes the assumptions used for estimating the fair value of stock options granted to employees for the periods indicated:

	Year Ended December 31,			Nine Months Ended September 30,
	2008	2009	2010	2010	2011
Assumptions:
Risk-free interest rate	1.9% - 4.2%	1.9% - 2.7%	1.3% - 2.7%	1.3% - 2.7%	1.2% - 2.4%
Expected life	5 years	5 - 5.9 years	5 - 6.1 years	5 - 5.6 years	5.7 - 6.1 years
Expected volatility	42% - 48%	47% - 49%	46% - 47%	46% - 47%	44% - 47%
Dividend yield	0%	0%	0%	0%	0%
Weighted-average grant date fair value	$0.31	$0.33	$0.33	$0.35	$1.35

        We have assumed no dividend yield because we do not expect to pay dividends in the future, which is consistent with our history of not paying dividends. The risk-free interest rate assumption is based upon observed interest rates for constant maturity U.S. Treasury securities consistent with the expected life of our employee stock options. The expected life represents the period of time the stock options are expected to be outstanding and is based on the simplified method. Under the simplified method, the expected life of an option is presumed to be the mid-point between the vesting date and the end of the contractual term. We used the simplified method due to the lack of sufficient historical exercise data to provide a reasonable basis upon which to otherwise estimate the expected life of the stock options. Expected volatility is based on historical volatilities for publicly traded stock of comparable companies over the estimated expected life of the stock options.

        Our estimate of pre-vesting forfeitures, or forfeiture rate, is based on our analysis of historical behavior by stock option holders. The estimated forfeiture rate is applied to the total estimated fair value of the awards, as derived from the Black-Scholes model, to compute the stock-based compensation expense, net of pre-vesting forfeitures, to be recognized in our consolidated statements of operations.

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        The following table summarizes by grant date the number of shares of common stock subject to stock options granted from January 1, 2010 through September 30, 2011, as well as the associated per share exercise price and the estimated fair value per share of our common stock on the grant date.

Grant Date	Number of Shares Underlying Options Granted		Exercise Price per Share		Estimated Fair Value per Share
February 12, 2010		182,558	$	0.76	$	0.76
July 21, 2010		105,000		0.76		0.76
August 30, 2010		253,308		0.79		0.79
September 3, 2010		122,500		0.79		0.79
October 15, 2010		65,250		0.79		0.79
March 22, 2011		909,796		2.75		2.75
July 20, 2011		370,109		3.49		3.34
September 2, 2011		248,482		3.49		3.34

Determination of the Fair Value of Common Stock on Grant Dates

        We are a private company with no active public market for our common stock. Therefore, in response to Section 409A of the Internal Revenue Code of 1986, as amended, and related regulations issued by the Internal Revenue Service, we have periodically determined for financial reporting purposes the estimated per share fair value of our common stock at various dates using contemporaneous valuations performed in accordance with the guidance outlined in the American Institute of Certified Public Accountants Practice Aid, "Valuation of Privately-Held Company Equity Securities Issued as Compensation," also known as the Practice Aid. We performed these contemporaneous valuations as of November 30, 2009, July 31, 2010, December 1, 2010, May 6, 2011 and June 30, 2011. In conducting the contemporaneous valuations, we considered all objective and subjective factors that we believed to be relevant in each valuation conducted, including management's best estimate of our business condition, prospects and operating performance at each valuation date. Within the contemporaneous valuations performed by our management, a range of factors, assumptions and methodologies were used. The significant factors included:

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the fact that we are a privately held technology company and our common stock is illiquid;

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our historical operating results;

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our discounted future cash flows, based on our projected operating results;

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valuations of comparable public companies;

•

the potential impact on common stock of liquidation preference rights of preferred stock for certain valuation scenarios;

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our stage of development and business strategy;

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the prices paid in recent transactions involving our securities;

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the likelihood of achieving a liquidity event for shares of our common stock, such as an initial public offering, or IPO, or a sale of our company, given prevailing market conditions; and

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the state of the IPO market for similarly situated privately held technology companies.

        The dates of our contemporaneous valuations have not always coincided with the dates of our stock-based compensation grants. In such instances, management's estimates have been based on the most recent contemporaneous valuation of our shares of common stock and our assessment of additional objective and subjective factors we believed were relevant as of the grant date. The additional factors considered when determining any changes in fair value between the most recent contemporaneous

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valuation and the grant dates included, when available, the prices paid in recent transactions involving our equity securities, as well as our stage of development, our operating and financial performance, current business conditions, and the market performance of comparable publicly traded companies.

        There are significant judgments and estimates inherent in these contemporaneous valuations. These judgments and estimates include assumptions regarding our future operating performance, the time to completing an initial public offering or other liquidity event, and the determinations of the appropriate valuation methods. If we had made different assumptions, our stock-based compensation expense, net loss and net loss per common share could have been significantly different.

Common Stock Valuation Methodologies

        For the contemporaneous valuations of our common stock, our management estimated, as of each valuation date, our enterprise value on a continuing operations basis, primarily using the income or market approaches, which are both acceptable valuation methods in accordance with the Practice Aid, or the pricing of recent transactions involving our equity securities, which we view as a strong indicator of the value of illiquid securities such as our common stock. Within the income approach, we used the discounted cash flow method based on management's financial forecasts and projections, as described in further detail below. Within the market approach, we used the guideline company and precedent transaction methodologies based on inputs from comparable public companies' equity valuations and comparable acquisition transactions, as described further below.

Income Approach

        The discounted free cash flow method is based on the premise that our enterprise value as of the respective valuation date is equal to the projected future free cash flows and expected terminal value of the business, discounted by a required rate of return that investors would demand given the risks of ownership and the risks associated with achieving the stream of projected future free cash flows. The calculation of our enterprise value using the discounted free cash flow approach required the following steps:

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the determination of our projected future free cash flows;

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the determination of our terminal value as of the end of the last period for which projections are available; and

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the selection of an appropriate discount rate reflecting our estimated cost of equity capital to be applied to the projected free cash flows and terminal value.

For each valuation in which we used the income approach, we selected a discount rate reflecting our estimated cost of equity capital, as follows:

Date of Valuation	Cost of Equity Capital
July 31, 2010		33.8	%
December 1, 2010		26.3
May 6, 2011		27.6
June 30, 2011		27.7

Market Approach

        The guideline company methodology involves the selection of publicly-traded guideline companies, whose operations are considered to be similar to ours, in order to measure the relative values being accorded by the investing public to the earnings, book values, and revenue of those comparable companies. These measures are then applied to our operations to derive a value. In selecting the guideline companies used in our analysis, we applied several criteria, including companies in the online advertising industry,

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companies displaying economic and financial similarity in certain aspects of primary importance in the eyes of the investing public, and businesses that entail a similar degree of investment risk. Basic criteria for consideration also included the following:

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the business makes its financial statements available to the public;

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the common stock of the business is outstanding in the hands of the public;

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the market for the common stock is sufficiently active to obtain a true value of the business; and

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the business is of a size that is, in some degree, comparable with the magnitude or potential of ours.

        The valuation methodology then consists of developing ratios of the per-share market price of each selected similar company to its revenue volume, to various measures of its profitability, and to its book value. These ratios or pricing multiples are then used to derive our enterprise value.

        The precedent transaction methodology is based on the use of publicly-disclosed data from arm's-length transactions involving similar companies to develop relationships or value measures between the prices paid for the target companies and the underlying financial performance of those companies. These value measures are then applied to our applicable operating data to arrive at our enterprise value.

        For the valuation performed as of July 31, 2010, we weighted the income and market approaches, each described below, as follows:

Valuation Approach	Weight in Estimating Enterprise Value
Income approach: discounted cash flow methodology		50.0	%
Market approach: guideline company methodology		40.0
Market approach: precedent transaction methodology		10.0

        Beginning in December 2010, we did not rely on the precedent transaction methodology, due to the small number of precedent transactions for which multiples were publicly available in our industry. We also began to attribute more weight to our board of directors' 2011 budget and internal financial projections as part of the income approach. Accordingly, for the valuations performed as of December 1, 2010, May 6, 2011 and June 30, 2011, we weighted the income and market approaches as follows:

Valuation Approach	Weight in Estimating Enterprise Value
Income approach: discounted cash flow methodology		80.0	%
Market approach: guideline company methodology		20.0
Market approach: precedent transaction methodology		—

        Each of our contemporaneous valuations beginning with December 1, 2010 also reflects a marketability discount resulting from the illiquidity of our common stock, as follows:

Date of Valuation	Lack of Marketability Discount
December 1, 2010		15.7	%
May 6, 2011		22.4
June 30, 2011		20.9

Methods Used to Allocate Our Enterprise Value to Classes of Securities

        Once we determined our enterprise value, we then used one of three methods for allocating across our various security classes to determine the fair value of our common stock as of each valuation date. These methods included the option-pricing method, the current value method or the probability-weighted expected return method, all of which are acceptable methods in accordance with the Practice Aid.

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        The option-pricing method treats common stock and preferred stock as call options on the enterprise value, with exercise prices based on the liquidation preference of the preferred stock. Under this method, our common stock has value only if the funds available for distribution to stockholders exceed the value of the liquidation preference of our convertible preferred stock at the time of the liquidity event. The characteristics of each class of stock, including the conversion ratio and any liquidation preference of the convertible preferred stock, determine the class of stock's claim on the enterprise value. Essentially, the rights of the common stockholders are equivalent to a call option on any value above the preferred stockholders' liquidation preferences. Thus, the common stock can be valued by estimating the value of its portion of each of these call option rights. The option pricing method, as applied under the Black-Scholes model, is appropriate to use when the range of possible future outcomes is so difficult to predict that forecasts would be highly speculative.

        The current-value method involves a two-step process, which distinguishes it from the options-pricing method described previously that combines valuation and allocation into a single step. The current-value method of allocation is based on first determining enterprise value and then allocating that value to the various series of preferred stock based on the series' liquidation preferences or conversion values, whichever would be greater.

        The probability-weighted expected return method is based upon the premise that the per-share fair value is equal to a probability-weighted analysis of the various per-share calculations done for a set of likely scenarios. Calculations of the future per-share values for the various scenarios are discounted by a required rate of return that investors would demand, given the risks of ownership. A probability is then assigned to each of the scenarios. The calculation of the fair value of our common stock using the probability-weighted expected return method requires the following steps:

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the determination of a set of likely scenarios;

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the determination of the terminal value (or exit value) for each of the scenarios;

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the determination of the per-share value of the appropriate security for each of the scenarios at the time of an exit;

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the selection of an appropriate discount rate for the future per-share values; and

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the determination of the probability of achieving each scenario.

        As described below, we exclusively used the option-pricing method for our valuations as of November 30, 2009 and July 31, 2010. For valuations beginning as of December 1, 2010, we have largely used a combination of the current-value method and the option-pricing method to allocate our asset value to the common stock. We have not used the probability-weighted expected return method to value our common stock, due largely to the difficulty in projecting multiple scenarios and determining the respective probabilities.

        Details of the assumptions and judgments reflected in the contemporaneous valuations and the additional factors considered when determining changes in fair value between the most recent contemporaneous valuation and the grant or modification date are presented below.

        November 30, 2009 Valuation. We conducted a contemporaneous valuation of our common stock as of November 30, 2009. After careful analysis of the relevant factors, we chose to place full weight on the option-pricing method, since we had recently completed a private placement of our Series C preferred stock to a third party on November 13, 2009, which was the principal driver of the resulting enterprise value of $67.1 million. In addition, the option-pricing method considers the seniority of securities and conversion characteristics upon a liquidity event. After considering the liquidation preferences of the preferred stock, an aggregate equity value of $12.4 million was allocated to the common stock, for an implied equity value per share of common stock of $0.76 as of November 30, 2009.

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        We did not consider the current-value method appropriate, as the liquidation preferences exceeded the implied equity value determined by utilizing traditional valuation methods. We also did not consider the probability-weighted expected return method appropriate, as we were not preparing for a liquidity event at the time of the valuation.

        February and July 2010 Stock Option Grants. In February and July 2010, we granted stock options with an exercise price of $0.76 per share. Our compensation committee and board of directors determined that the fair market value of our common stock on these grant dates was $0.76 per share. In determining the fair value of our common stock on the grant dates, our compensation committee and board of directors placed significant emphasis on the November 30, 2009 contemporaneous valuation described above. While we continued to experience revenue growth during the period following the November 30, 2009 valuation, we also considered the substantial business uncertainties that we continued to face, as well as declines in the valuations of the equity securities of comparable public companies since the November 30, 2009 valuation. As a result, our compensation committee and board of directors concluded that the fair value of our common stock remained $0.76 per share as of the grant dates of these options.

        July 31, 2010 Valuation and August, September and October 2010 Stock Option Grants. We conducted a contemporaneous valuation of our common stock as of July 31, 2010. Consistent with the valuation performed as of November 30, 2009, we exclusively used the option-pricing method. We did not deem the current-value method to be appropriate, as the liquidation preferences continued to exceed the implied equity value determined by utilizing traditional valuation methods, and we did not deem the probability-weighted expected return method appropriate as we were not preparing for a liquidity event at the time of the valuation.

        As described above, the first step in performing a valuation using the option-pricing method involves estimating the present value of the total stockholders' equity, both preferred and common, which is used in the option analysis. For the valuation performed as of November 30, 2009, we had valued the equity based on our Series C preferred stock financing, which resulted in an enterprise value of $67.1 million. However, given that more than eight months had passed since that investment, we concluded that the Series C transaction value was no longer an appropriate indication of value. Therefore, for the purposes of this analysis, we calculated our enterprise value using a weighted average of a guideline company analysis applied to our current and projected financial results, a precedent transaction analysis applied to our current and projected financial results, and a discounted cash flow analysis.

        For the guideline company analysis, we analyzed the trading multiples of nine comparable public companies and used the median multiple of 1.6 times last twelve months' revenue. We then applied this multiple to our last twelve months' revenue as of June 30, 2010 and to our projected revenue for the year ending December 31, 2010. We then adjusted the implied enterprise values to add cash, subtract debt, and add theoretical proceeds from the exercise of stock options.

        For the precedent transaction analysis, we reviewed three merger and acquisition transactions in the online advertising industry for which metrics were publicly available. We selected the median multiple of enterprise value to net sales of the target companies, which was 0.9 times revenue, and applied this multiple to our last twelve months' revenue as of June 30, 2010 and to our projected revenue for the year ending December 31, 2010. We then adjusted the implied enterprise values to add cash, subtract debt, and add theoretical proceeds from the exercise of stock options.

        For the discounted cash flow analysis, as described above, we estimated our future free cash flows, determined a terminal value using a median multiple derived from the guideline company and precedent transaction analyses, and discounted the cash flows to their present values using a discount rate of 33.8%, reflecting our estimated cost of equity.

        Using the weighted-average methodology, we calculated an enterprise value of $71.4 million. Using the option-pricing method to allocate the enterprise value, and after considering the liquidation

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preferences of the preferred stock, an aggregate equity value of $14.4 million was allocated to the common stock, for an implied equity value per share of common stock of $0.79 as of July 31, 2010. In August, September and October 2010, we granted new stock options with an exercise price of $0.79 per share. Our compensation committee and board of directors determined that $0.79 per share was the fair value of our common stock on the August, September and October 2010 grant dates.

        December 1, 2010 Valuation. We conducted a contemporaneous valuation of our common stock as of December 1, 2010. For the purposes of allocating our enterprise value to each of the various classes of our securities, we determined that the option-pricing and current-value methods were the most appropriate methods as of the valuation date. We considered the probability-weighted expected return method but ultimately determined that this method was not suitable as of December 1, 2010. Through the course of 2009 and 2010, we made investments in infrastructure and personnel for future growth. We also refined our business model and growth initiatives such that we were then projecting significant growth through fiscal 2012. As a result, we concluded that these factors made it difficult to isolate specific liquidity events, which are necessary in order to effectively use the probability-weighted expected return method.

        For the December 1, 2010 valuation we calculated our enterprise value using a weighted average of a guideline company analysis applied to our current and projected financial results and a discounted cash flow analysis.

        For the guideline company analysis, we analyzed the trading multiples of the same nine comparable public companies and used the median multiple of 2.6 times last twelve months' revenue, noting that the valuations of all these companies had increased since July 31, 2010. We then applied this 2.6x multiple to our last twelve months' revenue as of November 30, 2010 and to our projected revenue for the year ending December 31, 2010. We then adjusted the implied enterprise values to add cash, subtract debt, and add theoretical proceeds from the exercise of stock options.

        For the discounted cash flow analysis, we estimated our future free cash flows and determined a terminal value using a median multiple derived from the guideline company and precedent transaction analyses, and discounted the cash flows to their present values using a discount rate of 26.3%, reflecting our estimated cost of equity.

        Using the weighted-average methodology, we calculated an enterprise value of $201.5 million. Using the current-value method to allocate the enterprise value to the fully diluted capitalization of the company on an as-converted basis, we estimated an implied equity value per share of common stock of $2.77 as of December 1, 2010. Simultaneously, we used the option-pricing method to allocate the enterprise value, and after considering the liquidation preferences of the preferred stock, an aggregate equity value of $48.3 million was allocated to the common stock, for an implied equity value per share of common stock of $2.67 as of December 1, 2010.

        As part of its determination of the fair value of our common stock as of December 1, 2010, our board also considered the closing of our Series D preferred stock financing on December 23, 2010 in which we received proceeds of $27.5 million. In addition, we had also agreed to repurchase shares of common stock from three of our executive officers using the proceeds of the Series D financing. As of the December 1, 2010 valuation date, we had entered into a non-binding letter of intent with the Series D investors with a negotiated purchase price for the Series D preferred stock of $3.26 per share, and we had also agreed to repurchase the common stock from our executive officers at this price. As such, we determined that $3.26 per share was the fair value of our common stock on a liquid minority basis as of December 1, 2010.

        In order to value our common stock on an illiquid basis, we applied a discount for lack of marketability. To quantify the discount, we utilized a protective put calculation in which the cost of purchasing a put option to protect against downward price changes is used as a proxy for the value of marketability. When the cost of the put option is divided by the asset price, the result is a percentage, which can then be used as an estimate for the discount for lack of marketability. The protective put

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calculation results in an estimated discount for lack of marketability of 15.7%. We applied the lack of marketability discount to the implied per share value of the common stock on a liquid minority basis of $3.26 per share to reach an implied per share value of our common stock on an illiquid minority basis equal to $2.75 per share.

        Based on the consideration of the Series D financing and the repurchases of our common stock, our compensation committee and board of directors determined that $2.75 per share was the fair value of our common stock as of December 1, 2010. The primary factor resulting in the increase in valuation between July 31, 2010 and December 1, 2010 was the rapid growth in our business, as evidenced by the doubling of our revenue from $9.3 million for the quarter ended June 30, 2010 to $18.7 million for the quarter ended December 31, 2010. We also expanded internationally during this period, opening our office in the United Kingdom. Our compensation committee and board of directors believed that this increase in valuation of our common stock was supported by the implied valuation of our company in the Series D preferred stock financing, which was an arm's-length transaction with our investors.

        March 2011 Stock Option Grants. In March 2011, we granted new stock options with an exercise price of $2.75 per share. Our compensation committee and board of directors determined that the fair value of our common stock on the grant dates remained at $2.75 per share. In determining the fair value of our common stock on the grant dates, our compensation committee and board of directors placed significant emphasis on the December 1, 2010 contemporaneous valuation described in detail above, and also considered the following factors:

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the relatively short period of time between our December 2010 valuation and March 2011 stock option grants;

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the substantial business uncertainties that we continued to face as we expanded internationally; and

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the relative consistency of comparable public company valuations between December 2010 and March 2011.

        May 6, 2011 Valuation and Issuance of Restricted Common Stock. We conducted a contemporaneous valuation of our common stock as of May 6, 2011 in conjunction with the acquisition of a business. We used a combination of the current-value method and the option-pricing method to allocate our enterprise value to each of the classes of our securities.

        As with the December 1, 2010 valuation, for the May 6, 2011 valuation we calculated our enterprise value using a weighted average of a guideline company analysis and a discounted cash flow analysis.

        For the guideline company analysis, we analyzed the enterprise values of 11 comparable public companies and used the median multiple of 2.2 times last twelve months' revenue. We then applied this 2.2x multiple to our last twelve months' revenue as of April 30, 2011 and adjusted the implied enterprise value to add cash and subtract debt.

        For the discounted cash flow analysis, we estimated our future free cash flows and determined a terminal value using the perpetuity growth method assuming a long-term growth rate of 4%, and discounted the cash flows to their present values using a discount rate of 27.6%, reflecting our estimated cost of equity.

        Using the weighted-average methodology, we calculated an enterprise value of $288.3 million. Using the current-value method to allocate the enterprise value to the fully diluted capitalization of the company on an as-converted to common stock basis, we estimated an implied equity value per share of common stock of $4.05 as of May 6, 2011. Under the option-pricing method, we allocated the enterprise value among the holders of each class of securities, resulting in an implied equity value for the common stock of $69.1 million, or $3.89 per share. After weighting the current-value and option-pricing methods equally, we determined that $3.97 per share was the fair value of our common stock on a liquid minority basis.

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        In order to value the common stock on an illiquid basis, we applied a discount for lack of marketability. To quantify the discount, we utilized a protective put calculation. In calculating the protective put, we estimated a time to liquidity of two years from the valuation date. The two-year Treasury bond yield as of May 6, 2011 was 0.6% and the volatility of the selected comparable companies was 41.5%. The protective put calculation resulted in an estimated discount for lack of marketability of 22.4%. We applied the lack of marketability discount of 22.4% to the implied per share value of the common stock on a liquid minority basis to reach an implied per share value of the common stock on an illiquid minority basis of $3.08 per share. In conjunction with the acquisition, we issued restricted common stock with a fair value of $3.08 to stockholders of the acquired company who became employees of our company on May 6, 2011.

        June 30, 2011 Valuation and July and September 2011 Stock Option Grants. We conducted a contemporaneous valuation of our common stock as of June 30, 2011. For the purposes of allocating our enterprise value to each of the various classes of our securities, we determined that the option-pricing method and the current-value method were the most appropriate methods as of the valuation date. In order to be consistent with prior valuations, we considered the stock transactions and the probability-weighted expected return method but determined that this method was not suitable as of June 30, 2011.

        As with our December 1, 2010 and May 6, 2011 valuations, for the June 30, 2011 valuation we calculated our enterprise value using a weighted average of a guideline company analysis and a discounted cash flow analysis.

        For the guideline company analysis, we analyzed the enterprise values of the same 11 comparable public companies and used the median multiple of 2.5 times last twelve months' revenue. We then applied this 2.5x multiple to our last twelve months' revenue as of June 30, 2011 and adjusted the implied enterprise value to add cash and subtract debt.

        For the discounted cash flow analysis, we estimated our future free cash flows and determined a terminal value using the perpetuity growth method assuming a long-term growth rate of 4%, and discounted the cash flows to their present values using a discount rate of 27.7%, reflecting our estimated cost of equity.

        Using the weighted-average methodology, we calculated an enterprise value of $305.3 million. Using the current-value method to allocate the enterprise value to the fully diluted capitalization of the company on an as-converted to common stock basis, we estimated an implied equity value per share of common stock of $4.28 as of June 30, 2011. Under the option-pricing method, we allocated the enterprise value among the holders of each class of securities, resulting in an implied equity value for the common stock of $74.2 million, or $4.16 per share. After weighting the current-value and option-pricing methods equally, we determined that $4.22 per share was the fair market value of our common stock on a liquid minority basis.

        In order to value the common stock on an illiquid basis, we applied a discount for lack of marketability. To quantify the discount, we utilized a protective put calculation. In calculating the protective put, we estimated a time to liquidity of two years from the valuation date. The two-year Treasury bond yield as of June 30, 2011 was 0.5% and the volatility of the selected comparable companies was 39.9%. The protective put calculation results in an estimated discount for lack of marketability of 20.9%. We applied the lack of marketability discount of 20.9% to the implied per share value of the common stock on a liquid minority basis to reach an implied per share value of the common stock on an illiquid minority basis of $3.34 per share. Our compensation committee and board of directors determined that $3.34 per share was the fair market value of our common stock on June 30, 2011.

        In July and September 2011, we granted new stock options with an exercise price of $3.49 per share, which exceeded the fair market value of our common stock at the dates of the respective grants. In determining the fair value of our common stock on the grant dates, our compensation committee and board of directors placed significant emphasis on the June 30, 2011 contemporaneous valuation described

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above. Given the relatively short period of time between our June 30, 2011 valuation and July and September 2011 stock option grants, as well as the volatility in comparable public company valuations during this time, our compensation committee and board of directors concluded that the fair market value of our common stock remained $3.34 per share as of the grant dates of these options.

Aggregate Intrinsic Value of Equity Awards

        Based upon an assumed public offering price of $            per share, the midpoint of the range reflected on the cover page of this prospectus, the aggregate intrinsic value of outstanding vested stock options as of September 30, 2011 was $             million.

Income Taxes

        We account for income taxes under the asset and liability method. We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as for operating loss and tax credit carryforwards. We measure deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which we expect to recover or settle those temporary differences. We recognize the effect of a change in tax rates on deferred tax assets and liabilities in the results of operations in the period that includes the enactment date. We reduce the measurement of a deferred tax asset, if necessary, by a valuation allowance if it is more likely than not that we will not realize some or all of the deferred tax asset. As a result of our historical operating performance and the cumulative net losses incurred to date, we do not have sufficient objective evidence to support the recovery of our net deferred tax assets. Accordingly, we have established a full valuation allowance against our net deferred tax assets for financial reporting purposes because we believe it is not more likely than not that these deferred tax assets will be realized.

        We account for uncertain tax positions by recognizing the financial statement effects of a tax position only when, based upon technical merits, it is "more-likely-than-not" that the position will be sustained upon examination. We recognize potential interest and penalties associated with unrecognized tax positions within our global operations in income tax expense.

Recent Accounting Pronouncements

        In October 2009, the FASB issued Accounting Standards Update, or ASU, No. 2009-13, "Revenue Recognition—Multiple Deliverable Revenue Arrangements," which amends the criteria for evaluating the individual items in a multiple deliverable revenue arrangement and how to allocate the consideration received to the individual items. This guidance was effective for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with early adoption permitted. We adopted this guidance effective January 1, 2011, and its adoption did not have an impact on our financial position, results of operations or cash flows.

        In May 2011, the FASB issued ASU No. 2011-04, "Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS." The ASU is the result of joint efforts by the FASB and the International Accounting Standards Board, or IASB, to develop a single, converged fair value framework. While the ASU is largely consistent with existing fair value measurement principles in GAAP, it expands existing disclosure requirements for fair value measurements and makes other amendments. Key additional disclosures include quantitative disclosures about unobservable inputs in Level 3 measures, qualitative information about sensitivity of Level 3 measures and valuation process, and classification within the fair value hierarchy for instruments where fair value is only disclosed in the footnotes but the carrying amount is on some other basis. For public companies, the ASU is effective for interim and annual periods beginning after December 15, 2011. We do

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not expect adoption of this ASU to have a material impact on our financial position, results of operations or cash flows.

        In June 2011, the FASB issued ASU No. 2011-05, "Comprehensive Income: Presentation of Comprehensive Income," which amends current comprehensive income guidance. This ASU eliminates the option to present the components of other comprehensive income as part of the statement of stockholders' equity. Instead, it requires entities to report components of comprehensive income in either a single continuous statement of net income and comprehensive income or in two separate but consecutive statements. In October 2011, the FASB proposed a deferral of the requirement to present certain reclassifications of other comprehensive income on the face of the income statement. Companies, however, would still be required to adopt the other requirements of the ASU. The ASU, which should be applied retrospectively, is effective for annual or interim periods beginning after December 15, 2011, with early adoption permitted. We adopted ASU 2011-05 effective January 1, 2011, and its adoption did not have an impact on our financial position, results of operations or cash flows.

        In September 2011, the FASB issued ASU No. 2011-08, "Testing for Goodwill Impairment." The objective of this ASU is to reduce the cost and complexity of the annual goodwill impairment test by providing entities with the option to perform a "qualitative" assessment to determine whether further impairment testing is necessary. Specifically, an entity has the option to first assess qualitative factors to determine whether it is necessary to perform the current two-step test. If an entity believes, as a result of its qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is required. Otherwise, no further testing is required. This guidance is effective for interim and annual financial periods beginning after December 15, 2011, although early adoption is permitted. We do not expect adoption of this ASU to have a material impact on our financial position, results of operations or cash flows.

Quantitative and Qualitative Disclosures about Market Risk

        Market risk is the risk of loss to future earnings, to fair values or to future cash flows that may result from changes in the price of a financial instrument. The value of a financial instrument may change as a result of changes in interest rates, exchange rates, commodity prices, equity prices and other market changes. We are exposed to market risk related to changes in foreign currency exchange rates. We do not use derivative financial instruments for speculative, hedging or trading purposes, although in the future we may enter into exchange rate hedging arrangements to manage the risks described below.

Interest Rate Sensitivity

        We maintain a short-term investment portfolio consisting mainly of highly liquid short-term money market funds, which we consider to be cash equivalents. These investments earn interest at variable rates and, as a result, decreases in market interest rates would generally result in decreased interest income. Any borrowings under our line of credit with SVB are at a variable rate and, as a result, increases in market interest rates would generally result in increased interest expense on our outstanding borrowings. As of the date of this prospectus, we do not have any borrowings outstanding under the line of credit.

Foreign Currency Exchange Risk

        With international operations, we face exposure to adverse movements in foreign currency exchange rates. These exposures may change over time as business practices evolve and if our exposure increases, adverse movement in foreign currency exchange rates would have a material adverse impact on our financial results. Historically, our primary exposures have been related to non-U.S. dollar denominated operating expenses in the United Kingdom and Europe. As a result, our results of operations would generally be adversely affected by a decline in the value of the U.S. dollar relative to these foreign currencies. However, based on the size of our international operations and the amount of our expenses

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denominated in foreign currencies, we would not expect a 10% decline in the value of the U.S. dollar from rates on September 30, 2011 to have a material effect on our financial position or results of operations. Substantially all of our sales contracts are currently denominated in U.S. dollars. Therefore, we have minimal foreign currency exchange risk with respect to our revenue.

Inflation

        We do not believe that inflation has had a material effect on our business, financial condition or results of operations. We continue to monitor the impact of inflation in order to minimize its effects through pricing strategies, productivity improvements and cost reductions. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations.

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BUSINESS

Mission

        Our mission is to power the mobile app economy through innovative mobile advertising technology and solutions.

Overview

        We are the leading independent mobile advertising platform company. We help developers maximize their advertising revenue, acquire users for their apps and gain insights about their users. We offer advertisers significant audience reach, sophisticated targeting capabilities and the ability to deliver rich and engaging ad experiences to consumers on their mobile connected devices. Our proprietary technology and data platform, known as MYDAS, determines in real-time which ad to deliver, to whom and when, with the goal of optimizing the effectiveness of advertising campaigns regardless of device type or operating system. In December 2011, our platform reached approximately 200 million unique users worldwide, including approximately 100 million unique users in the United States alone, in each case measured as the number of unique users to which we had an opportunity to deliver ads within the last 30 days. More than 28,000 apps are enabled by their developers to receive ads delivered through our platform, and we can deliver ads on over 7,000 different mobile device types and models. In accordance with industry standards, we count an app developed for multiple operating systems as multiple apps. In December 2011, we processed 40 billion ad requests, or impressions.

        As smartphones, tablets and other mobile connected devices become increasingly powerful and affordable, and mobile internet access becomes more widespread and faster, users are consuming more content on their mobile devices. Apps in particular are becoming a popular way for consumers to engage with and consume personalized digital content on their mobile connected devices. Gartner, a market research firm, forecasts that the total number of downloads from mobile application stores worldwide will increase from 17.7 billion in 2011 to 108.8 billion in 2015, representing a compound annual growth rate of 57%. As the number of apps has proliferated, however, it has become increasingly difficult for developers to differentiate their apps from competitors in overcrowded app stores. As a result, developers both large and small are competing for advertising budgets and visibility among users in order to realize their business objectives.

        Mobile advertising creates new opportunities for advertisers to reach and engage audiences. Mobile devices are inherently personal in nature, facilitate anytime-anywhere access to their users, allow for engaging app-enabled experiences and offer location-targeting capabilities. We believe that the combination of these factors has created a powerful opportunity for delivering highly targeted, interactive advertising through mobile connected devices. At the same time, several factors, including device and operating system diversity, as well as technological challenges, make it difficult and complex to deliver mobile advertising effectively.

        We help developers and advertisers remove complexity from mobile advertising. We provide tools and services to developers that allow their apps to display banner ads, interactive rich media ads and video ads from our platform. By partnering with us, developers gain access to advertising campaigns from leading advertiser clients as well as smaller performance-based advertisers. In return, developers supply us with space on their apps to deliver ads for our advertiser clients and also provide us with access to anonymous data associated with their apps and users. We analyze this data to build sophisticated user profiles and audience groups that, in combination with the real-time decisioning, optimization and targeting capabilities of our platform, enable us to deliver highly targeted advertising campaigns for our advertiser clients. Advertisers pay us to deliver their ads to mobile users, and we pay developers a fee for the use of their ad space. As we deliver more ads, we are able to collect additional anonymous data about users, audiences and the effectiveness of particular ad campaigns, which in turn enhances our targeting capabilities and

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allows us to deliver better performance for advertisers and better opportunities for developers to increase their revenue streams.

        We have built relationships with developers and advertisers of all sizes. Our developer base includes large mobile web publishers, such as CBS Interactive and The New York Times, and large app developers, such as Zynga and Pandora, as well as other developers, such as UberMedia and Gogii. Our advertiser clients include leading advertising agencies and brands, as well as smaller advertisers and often the developers themselves. In 2011, we delivered ads for 22 of the top 25 Ad Age advertisers. Our solutions are cross-platform, supporting all major mobile operating systems, including Apple iOS, Android, Windows Phone, Blackberry and Symbian. According to IDC, a market research firm, we are the second largest mobile display advertising platform in the United States, with a 16.7% market share. We are the only one of the three principal mobile advertising platform companies that is not affiliated with a particular mobile operating system or set of devices.

Industry Background

        The convergence of several factors is fundamentally changing the way mobile users consume content on their mobile connected devices and has created a significant opportunity for mobile advertising. These factors include:

Adoption of faster and more functional mobile connected devices

        There has been widespread adoption of mobile connected devices, driven by intuitive user interfaces, increased functionality, faster processing speeds, better graphics processors and advanced display technologies with touch capabilities. It has become possible to deliver rich, innovative and engaging consumer media experiences on a wide variety of mobile connected devices. A 2011 report by Cisco Systems, Inc. projects that the number of mobile connected devices will reach 7.1 billion by 2015. According to IDC, the number of smartphones shipped by vendors is expected to increase from approximately 305 million in 2010 to more than one billion by 2015, representing a compound annual growth rate of approximately 27%. IDC also estimates that nearly 63 million tablets will be shipped in 2011, growing to 135 million tablets in 2015, representing a compound annual growth rate of 21%.

Widespread access to faster wireless networks facilitates consumer consumption of content

        With the growth of mobile connected devices, consumers increasingly expect to have a high-quality online experience everywhere. High-speed mobile networks are steadily expanding their footprint. According to Informa Telecoms & Media, a market research firm, worldwide 3G penetration approached 18% in 2011 and is expected to reach 50% by 2015. In addition, we believe the rise of next-generation networks such as 4G and the prevalence of Wi-Fi will further fuel mobile consumption of content. Gartner forecasts that Wi-Fi enabled devices will grow from less than one billion units in 2010 to over three billion in 2015. The combination of widespread network access and faster network technologies is enabling the proliferation of rich media content, presenting new opportunities in the mobile ecosystem.

Mobile usage has disrupted how content is consumed

        Consumers are increasingly using their mobile devices instead of their personal computers and other traditional media to access content. For example, according to industry research conducted by Kleiner Perkins Caufield & Byers, a venture capital firm, 33% of the traffic on Facebook came from mobile devices in 2011, up from 1% in 2008. Consumers use their mobile devices in all aspects of their daily lives, such as reading the news, playing games, checking sports scores, shopping, checking the weather, banking, obtaining maps and directions and listening to the radio. According to eMarketer, Inc., an independent market research firm, the amount of time spent by consumers with their mobile devices is rising at a faster rate than is time spent viewing other kinds of media.

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Growth of the mobile app economy

        The convergence of better mobile devices and faster connectivity has enabled developers to create, and consumers to interact with, content in new ways. Mobile apps have been created by developers as an easy, intuitive and interactive way to instantly deliver content on mobile devices. Mobile apps can either be native, meaning that they run directly on the operating system of the device, or they can run in an internet browser on the device. Native apps and emerging web technologies, such as the computer programming language HTML5, have allowed app developers to harness the increasing processing power and functionality of mobile devices and faster networks to deliver rich and interactive media to users. Gartner forecasts that the total number of free and charged-for downloads from mobile application stores worldwide will increase from 17.7 billion in 2011 to over 108 billion in 2015.

        Developers have pursued a variety of approaches to monetize their apps, including charging users a fee for downloading their apps, offering the app for free to users but placing ads within the app, and selling virtual goods within the app. Developers that charge users a fee or sell virtual goods within an app often utilize advertising as well to supplement their revenue or to promote their apps.

Advertising industry is being disrupted by mobile advertising

        As advertisers seek to maximize the effectiveness of their campaigns, the attractiveness of traditional advertising media, such as outdoor billboards, newspapers, magazines, radio and even television, is declining relative to digital advertising. This decline is due to several inherent limitations in traditional advertising, such as its limited ability to target specific audiences, its limited ability to measure audience reach and, in some cases, its limited geographic range. According to a December 2011 report by eMarketer, consumers are spending a larger proportion of their time with digital media, while there has been a concurrent decline in the share of time spent with traditional media. However, as summarized in the table below based on the eMarketer report, advertising spending is significantly lower on mobile than it is for other kinds of media, relative to consumer time spent with each kind of media. Although there is still significant spending on traditional advertising, advertisers are shifting their budgets to digital channels, both online and mobile.

Share of Average Time Spent per Day with Select Media by
U.S. Adults vs. U.S. Ad Spending Share

	2008						2011
	Time spent share			Ad spending share			Time spent share			Ad spending share
TV		43.2	%		38.5	%		42.5	%		42.2	%
Internet		23.3			14.9			25.9			21.9
Radio		17.3			11.2			14.6			10.9
Mobile		5.4			0.2			10.1			0.9
Newspapers		6.5			22.0			4.0			15.0
Magazines		4.3			13.2			2.8			9.7

        As consumers spend more time online using their personal computers, digital advertising can be more effective than traditional advertising because it allows for user interaction, provides better measurement and achieves an expanded reach. However, even PC-based online digital advertising suffers from a number of significant limitations, including:

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Limited personalization.  Computers often have multiple users, thus yielding audiences with limited personalization. This limits advertisers' ability to target end users on an individual basis.

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Limited real-time accessibility.  Computers are typically used at home or in the office. Even laptops that can physically be with the user when traveling are usually used from a fixed location at their destination, where they are turned on and wirelessly connected to the internet. As a result, user

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engagement with ads is generally limited to the time spent in front of the computer screen in a fixed location.

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Limited location targeting.  Most location targeting through personal computers is limited to a broad geographic area based on the records of the user's internet service provider. This limits the ability to deliver highly targeted advertising that is relevant to a consumer.

Benefits of Mobile Advertising

        Mobile advertising provides significant benefits both to developers and to advertisers. For developers, mobile advertising provides the opportunity to make money, acquire users and gain insight into app usage. For advertisers, the combination of the personal nature of mobile devices, their enhanced functionality and the rise of app-enabled experiences creates a powerful platform for highly targeted and effective advertising.

        Mobile advertising provides advertisers and developers with a number of benefits over traditional advertising media and PC-based online digital advertising, such as the following:

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Anytime, anywhere access.  Mobile devices generally accompany users at all hours of the day and are typically turned on at all times. This provides advertisers the opportunity for nearly continual access to the user. An advertiser can reach audiences at all stages of the purchase decision—awareness, research, opinion, consideration and, ultimately, purchase—in order to increase the likelihood that the viewer will become a purchaser of the product or service being advertised. This ability to target audiences at all times of the day, regardless of location, makes mobile advertising an attractive opportunity for advertisers, especially compared to newspapers, magazines, television and radio or to digital advertising delivered through personal computers.

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Personalization.  Mobile devices are inherently personal and are most often used by one person. Users often download and use a variety of apps that reflect their personal preferences and interests. When a user downloads an app to his or her individual device, data is often exchanged that can provide information about the user's interests. As the user downloads and registers for more apps, more data can be collected about this user's preferences, which provides an opportunity to personalize the mobile advertising experience.

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Location targeting and relevance.  Data from mobile devices is often shared in a manner that can identify the device's location. This enables location-targeted advertising, which has the potential to increase the impact and relevance of an ad to the user. For example, in PC-based online advertising, firms can assess a user's browsing behavior to provide limited targeting of advertising to that user. With mobile advertising, on the other hand, an ad can be targeted to a consumer who is in close proximity to a specific location, such as a retail store, or to a consumer who recently visited that store. The ad also has the potential to influence the user to walk into a nearby store.

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More complete user engagement.  Apps on mobile connected devices typically show one or two ads on each page view. We believe this limited number of ads on a small device screen can often capture the attention of the user better than the many banner ads on a typical PC-based web page can. Furthermore, ads on a mobile device can take advantage of features of the device itself, such as the touch screen, swipe functionality and the accelerometer, which detects motion, to enable the user to manipulate and more deeply engage with the ad. Mobile device users can also act upon an ad immediately by, for example, downloading an app or other content, calling an advertiser directly from the mobile phone, or using the map on the device to find a nearby retail store or service provider. In some cases, mobile users can even take their device to a store to physically redeem an offer from an ad.

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Enhanced audience targeting.  Due to the significant amount of data collected from a mobile device, highly specific audiences can be created based on location and behavioral and demographic

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preferences to match advertisers' objectives. The ability to create and deliver highly relevant audiences also enhances the value of advertising space for developers.

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Superior monetization opportunities for developers.  We believe that consumers are often willing to pay for content on mobile devices that they are unwilling to pay for on online PC-based websites. For example, many consumers will pay for magazine and newspaper content downloaded to an app on a mobile device, even though they would not pay for similar content accessed through a PC-based web page. To the extent that many consumers attach value to mobile content, we believe they are also willing to accept advertising to subsidize the cost of that content. As a result, developers have opportunities to generate revenue from their content in the mobile context that may be superior to monetization opportunities available on the PC-based web.

Market Opportunity

        Given the benefits of mobile advertising as compared to traditional offline advertising and PC-based online advertising, we expect that marketers will continue to shift their advertising budgets to mobile. Furthermore, as apps proliferate and consumers consume media and content in new ways, advertising will continue to be increasingly important to developers as a way to generate revenue from their apps. Gartner estimates that worldwide mobile advertising revenue, excluding advertising delivered in connection with search requests and maps, will expand from $1.8 billion in 2011 to approximately $13.5 billion in 2015, reflecting a compounded annual growth rate of 65%. We believe that we are well-positioned to capture a significant portion of this growing mobile advertising market.

Complexities of Mobile Advertising

        Despite the growing market opportunity for mobile advertising, it is complex and challenging to deliver effectively for the following reasons:

Fragmented mobile ecosystem

        The fragmented mobile landscape makes it challenging to build and deliver advertising in a cost-effective manner. Several factors contribute to this challenge, including:

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Device diversity.  There are thousands of distinct mobile device types in use, of varying vintages, all with different screen sizes, screen resolutions, functionality and processing power.

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Multiple operating systems.  There are numerous mobile device operating systems, such as Apple iOS, Android, Windows Phone, Blackberry and Symbian. In addition, there are multiple variations of these operating systems tailored to specific device types, each offering different app capabilities and functionality.

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Varied delivery and user engagement mechanisms.  There are multiple mechanisms for delivering mobile advertising, including native in-app advertising and mobile web advertising delivered through an internet browser on the device. In addition, there are many different ways users are able to engage with advertising on different device types. For example, some devices allow swiping and shaking functionality, while others do not.

Limitations in using traditional identification techniques

        On the PC-based web, "cookies" are typically used to identify a particular computer and therefore serve as a key mechanism for targeting ads. On mobile devices, however, cookies provide a less effective means of identification because mobile browsers are not routinely configured by cellular providers to accept cookies. Therefore, in order to target ads to, or optimize ads for, a particular user, mobile advertising providers must employ additional methods for identifying a unique user.

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Difficulty in predicting user behavior

        It is difficult to predict when and where a user will be consuming content on a mobile device. Mobile users tend to use their devices during a number of short sessions throughout the day in different locations, unlike PC-based usage, which follows more predictable and continuous patterns. Rapidly changing context and location makes it challenging to plan relevant advertising content ahead of time and requires sophisticated, automated technologies to deliver ads in real time.

Varying connection quality

        Due to the varying signal quality that a mobile device may have at any given time, a user may experience intermittent connection quality issues. Even the same device on the same network can have varying connection quality. In some cases, mobile devices must cache ads and deliver those ads when the device is offline, making it necessary to deliver advertising during intermittent connection windows and report back to the ad platform at a later time.

Challenging to measure performance

        Tracking the performance of ads in apps and user interactions with those ads is difficult and requires significant technological capabilities and know-how.

The Needs of Mobile App Developers and Advertisers

        Mobile app developers aim to maximize their ad revenue, acquire users, and gain insight into the performance of their apps. Developers require a flexible, easy-to-use solution that enables the delivery of rich, engaging advertising from various sources to the users of their apps, regardless of the mobile operating system or device being used. Small developers typically do not have their own sales forces and lack the audience size to attract advertising spending from major advertisers. While large developers may have their own sales teams, they often lack insight into the behavior and interests of their users. Developers of all sizes want to minimize the cost and effort associated with app monetization so that they can instead focus their resources on app development and enabling user experiences.

        As the number of apps has proliferated, it has become increasingly difficult for developers to differentiate their apps from those of competitors and to acquire users. Mobile app stores are overcrowded with hundreds of similar apps from developers, both large and small, within each app category, making it challenging for developers to achieve visibility for their apps. Therefore, developers are also seeking ways to increase awareness for their apps through advertising.

        Advertisers want to be able to conduct effective ad campaigns in order to achieve their business objectives. To do this in the mobile app context, advertisers require scale, reach and the ability to target and engage specific audiences. Advertisers need a solution that will enable them to optimize their advertising investment by delivering campaigns across multiple devices and operating systems and maximizing the number of potential consumers the campaigns can reach. Finally, advertisers require the ability to measure the effectiveness of their campaigns.

The Millennial Media Solution

Our MYDAS Technology Platform

        At the core of our solutions is MYDAS, our technology and data platform. MYDAS is a comprehensive mobile advertising technology platform serving the needs of developers and advertisers. Each time an app makes a request to receive an ad, the MYDAS platform performs several tasks automatically and in real-time, including identifying unique users; targeting ads based on user interest, behavior and location; delivering those ads to millions of users through tens of thousands of apps, running

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on thousands of different device types; ensuring that the ads will work over wireless connections of varying quality and speed; and measuring user engagement and ad performance.

Solutions for Developers

        Our solutions give developers the opportunity to maximize ad revenues from their apps by receiving ad campaigns from our advertiser clients. We also offer developers solutions that help them promote and distribute their apps, including the ability to run their own ads on their own apps at no cost to them or to reinvest their ad proceeds by becoming an advertiser and advertising their apps through our platform. Our solutions provide developers with insights into their user base along with data to help them enhance their apps and their business.

Tools

        We provide an easy-to-use, turn-key solution for developers. Through our mmDev portal, developers can download and integrate our software development kits, or SDKs, into their apps at no cost to them. The SDK then becomes an integral part of the app. We have created SDKs for each major mobile operating system. Our SDKs allow the app to receive three kinds of ads—rich media, banner displays and video—and also allows developers to take advantage of advanced mobile device features, such as gestures, pinch-zoom, device orientation and movement. Together, these features enable a compelling interactive user experience with ads. We also offer mediation tools that allow developers to allocate ad requests among various advertising campaign sources, including ads from sources other than our platform, in order to maximize revenue from their ad space. Because our SDKs support all major operating systems and thousands of different mobile device models, developers can be confident that our ads can be delivered to their apps regardless of the operating system or device on which they will be used.

Data and Analytics

        We offer developers sophisticated reporting and analytics through an integrated dashboard on our mmDev portal, which includes comprehensive ad revenue generation reports for their apps across all major mobile operating systems. These reports help developers gain insight into user interaction and behavior and the performance of their apps. We share this performance data with developers to help them improve their apps and their deployment of our SDKs in order to maximize their ad revenue. In addition, through the more than one billion ad requests that we receive each day, we are able to gain important insights about users that we are able to share with developers on an aggregated basis.

Services

        We offer all developers support through our mmDev portal, as well as various webinars, blogs and, in some cases, support from account managers. We then use the insights we gain from our interactions with developers to enhance the tools we provide to our full developer base.

Solutions for Advertisers

        We offer advertisers significant audience reach, access to a large volume of mobile ad space and sophisticated targeting of audiences. We enable advertisers to gain insights into the performance of their ad campaigns and to manage their campaigns with a view to maximizing return on their advertising investment. Our solutions are designed to address the needs of large brand advertisers and advertising agencies as well as smaller, performance-based advertisers. Large brand and performance advertisers typically buy ads on our platform through our sales teams. Smaller advertisers typically buy ads either through our sales team or through our self-service advertising portal, mMedia.

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Significant audience reach and scale

        In December 2011, our platform reached approximately 200 million unique mobile users worldwide, including approximately 100 million in the United States. More than 28,000 apps are enabled to receive ads delivered through our platform. Our platform can deliver ads to more than 7,000 distinct mobile device types running all major mobile operating systems.

Sophisticated targeting

        Our analytics technology, coupled with the data we continuously collect from our platform, enables us to offer advertisers the ability to run highly targeted advertising campaigns. Through our mmPlan campaign planning tool, we help advertisers develop their campaigns to reach specific audiences available through our platform.

        We have developed more than 150 audience categories to which advertisers can target their ads. Audience categories can be based on a variety of user attributes, including location, demographics, affluence, intent, gender and interests. For example, if a user is browsing the internet and clicks on a news story about a car, that does not necessarily mean the user is interested in purchasing a car. Without additional data points, it is unclear whether the user is interested in purchasing a car or just happened to be interested in the news article. However, if a user has been in a car dealership recently, based on information that can be derived from the location of his or her mobile device, we could place this user into an "in-market auto" audience category and target car ads to him or her. Delivering automotive ads to this user may continue to be very relevant, even after the user has left the car dealership.

        Our targeting capabilities also allow us to deliver the type of ad we predict is most likely to engage the user. For example, we may show a video ad for a sports car to a 25- to 35-year-old affluent male or a rich media ad for a full-sized SUV or a sedan to a 45- to 55-year-old father.

High level of engagement

        We enable advertisers to deliver several kinds of ads:

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display banners, which are a type of ad format that appears on part of the screen in an app and can be static, animated or expandable, meaning that the ad expands to a full page ad when a user clicks it;

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launch prestitials, which are full screen ads, either static image or video, that appear to users before the app loads;

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transition interstitials, which are full screen ads, either static image or video, that appear to users at natural transition points in the app, such as between game levels or between the homepage and a unique content page; and

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interactive videos, which can also include buttons within the ad that allow a consumer to take an action and engage with the brand, such as visit a website, make a purchase or recommend on social media sites.

        We believe that these rich advertising formats, coupled with sophisticated targeting, increase user interaction and engagement with ads, which in turn drives better results for advertisers. Our mmStudio solution enables advertisers and advertising agencies to design rich media and creative ads using a set of templates that we have developed. This solution allows the advertiser to have full control over ad content while ensuring that the ads can be easily integrated and delivered through our platform. We also support the most popular third-party rich media creative formats. Our goal is to deliver the most engaging ad possible to a specific user, then to effectively measure the user's engagement with the ad and, finally, to report the user's engagement level back to the advertiser.

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Actionable insights and campaign management

        As a result of the amount and nature of the data we collect through our platform, our reporting to advertisers goes beyond traditional post-campaign analysis to provide actionable insights for current ad campaigns and future marketing strategies. We offer real-time reporting and analytics to help advertisers understand why some campaigns perform better than others.

        Our self-service interface also enables advertisers to plan and alter live campaign parameters, such as audience targeting and pricing. We also give our larger advertisers the option to work directly with our advertising account specialists, who help our clients manage the entire lifecycle of their ad campaigns.

Our Competitive Strengths

        We believe that the following competitive strengths differentiate us from our competitors:

Differentiated technology platform

        Our MYDAS technology platform is specifically architected to deliver mobile advertising at scale and is the result of almost six years of focused development. Some of our competitors have attempted to apply traditional online advertising technology to mobile, while others have built solutions focused on specific mobile operating systems. By contrast, we designed MYDAS for the mobile environment, where the delivery and targeting of ads must allow for a much larger number of variables than in traditional online advertising, such as the capability of the device, the operating system on which it operates and the strength of the wireless connection, as well as various audience variables. Our platform is capable of accounting for and analyzing these many variables in real-time. In addition, our technology is able to analyze the results of each ad placement that we make and feed that information back into the MYDAS platform to improve the ad targeting and delivery process in the future.

Large and growing data asset

        We collect and analyze data from the billions of ads delivered on our platform each month to create and enhance unique user profiles on an anonymous basis. We draw inferences about a user's demographic profile and preferences based partially upon locations that he or she has frequented and the interaction and response levels for previously shown ads. The data we receive can come from the mobile carrier, the app and the mobile device itself. This data can include information such as app usage and user location data. Location data, in particular, helps us better understand a user's actual behavior and preferences.

        With this data we have developed more than 150 million proprietary user profiles, all on an anonymous basis. As we deliver more ads to a user, we are able to collect additional information about that user. Our technology processes this information and is able to dynamically recognize and link new information to a particular user profile, allowing us to continuously refine and gain additional insight into that user's preferences and behavior. In addition, as we deliver more ads on our platform, we gain more insights as to which ads are most effective on particular devices and operating systems. As the volume and comprehensiveness of our data asset grows, we believe we will gain increasing insight into audience preferences and behavior, along with the effectiveness of ads delivered on various devices, thereby allowing us to deliver more targeted and effective ads.

Sophisticated audience targeting capabilities

        By leveraging the extensive data we collect through our platform, we are also able to create audience groups, or profiles, based on context and behavior. Our platform uses sophisticated location, context and behavioral analytics capabilities to match advertising campaigns with target audiences automatically in real-time. For example, we work with major motion picture companies to target specific audiences to coincide with new motion picture releases. These audiences may include parents with young children for

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animated films or male audiences for action movies. Our platform also allows us to target audiences within a specific geographic area to achieve the goals of the advertising campaign.

        Our audience profiles can be further refined based on our previous interactions with them to enhance the outcomes of future ad campaigns. We are also able to build new audiences on demand for unique campaign goals. Additionally, our targeting capabilities allow us to limit the specific campaigns that any individual user may see through our platform, in order to further enhance the effectiveness of the ads.

Trusted partner for developers

        We believe we are a trusted and integral business partner to app developers, helping them to meet business objectives beyond simply generating revenue from their apps. Through our technology platform, data analytics and services, we help developers minimize the costs and distractions associated with the fragmented mobile app environment and allow them instead to focus their efforts on their core business of developing apps. Additionally, our extensive experience and data asset give us valuable industry insights and knowledge of successful developer business practices, which we share across our developer community through marketing events, blogs, improvements to our SDKs and, where appropriate, our account service representatives. We believe that this partnership approach helps to solidify our developer relationships and the important strategic role we play in their businesses, providing us with increased access to advertising opportunities.

Trusted partner for advertisers

        We have built relationships with leading advertising agencies and brands, including 22 of the top 25 Ad Age advertisers. Our solutions help advertisers take the complexity out of ad campaign execution in the fragmented mobile market. We offer advertisers access to mobile advertising specialists who supervise and support advertising campaigns through all stages of planning and execution. We educate our clients on the latest mobile trends and help them plan and deliver engaging and effective advertising campaigns across multiple devices and operating systems. We are an independent advertising platform, not focused on any particular device or operating system, and we believe our advertiser clients select us because they value our independence, the sophisticated targeting capabilities and demonstrated effectiveness of our platform and the measurable results we provide to them.

Mobile advertising industry pioneer and thought leader

        We believe that we are a recognized pioneer and that we have become the authoritative source for research and insight on the mobile advertising market. Since the mobile advertising industry is in its infancy, our sales and support teams help our advertiser clients and developers attain their business objectives by coaching them on best practices and helping them to shape their mobile advertising strategy. We aggregate data based on the billions of ad impressions delivered on our platform each month and deliver our research and insights to advertisers, developers and the market as a whole at no charge. We share regular market intelligence reports and publications, including our monthly Scorecard for Mobile Advertising Reach and Targeting, or S.M.A.R.T., report, which provides a comprehensive view of trends in mobile advertising, and our Mobile Mix report, which highlights monthly trends for connected devices, device manufacturers and mobile operating systems. Our employees are thought leaders in the industry and are often asked to speak at mobile advertising industry conferences and events.

Significant scale and reach

        According to IDC, we are the second largest mobile display advertising platform in the United States with 16.7% market share. We are the only one of the three principal mobile advertising platform companies that is not affiliated with a particular mobile operating system or set of devices. As the leading independent provider, we are unbiased and focus only on mobile advertising. In December 2011, our

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platform reached approximately 200 million unique mobile users worldwide, including approximately 100 million in the United States. More than 28,000 apps are enabled to receive ads delivered through our platform, including many of the most popular apps available through the Android Marketplace and the Apple App Store. Our platform is compatible with more than 7,000 distinct device types running all major mobile operating systems.

Powerful network effects that connect our advertisers and developers

        We serve a strategic role in the advertiser and developer ecosystem, because both sides mutually benefit from the use of our advertising platform. As we deliver ads, our data asset grows and we are able to deliver even more targeted, more relevant and more engaging mobile advertising. As the targeting capability of our advertising campaigns increases, we believe advertisers will be willing to pay more for the ever more relevant and targeted advertising campaigns we can deliver, which in turn will attract developers to our platform since we can help them maximize their ad revenue.

Our Growth Strategy

        Our objective is to be the strategic independent platform partner of choice for developers and advertisers wanting to capitalize on the large and growing mobile advertising opportunity. The following are the key elements of our growth strategy:

Innovate through continued investments in technology and data

        In order to continue to add value to our clients and differentiate ourselves from our competition, we will continue to invest in technology. Our innovation efforts are principally focused on enhancing our data analytics capabilities for audience targeting. We believe that a higher level of targeting and relevance for our advertising campaigns will increase the value proposition for existing and prospective advertising clients.

Deepen our relationship with developers

        We intend to continue to deepen our relationship with developers by offering them better tools and services. We plan to harness emerging mobile technologies to allow developers to build increasingly interactive and immersive ad experiences for their app users. We believe that more engaging ad experiences will lead to greater app usage and greater monetization opportunities for developers, thereby enhancing our role as an integral business partner for them.

Increase our share of advertising budgets from existing advertisers

        We plan to capitalize on opportunities to build on relationships with existing advertisers. Many of our advertisers sell products through numerous distinct brands. We believe we have the opportunity to run more and larger campaigns for our existing advertising clients and to expand our relationships with these advertisers by running campaigns for more of their brands.

Acquire new developers and advertisers

        We intend to continue to grow our developer base primarily through mmDev, our self-service developer portal, and through our developer sales team. We plan to grow our advertiser base through multiple channels. We plan to continue increasing our full-service sales team to enhance our success in capturing large-scale and strategic campaigns with major advertisers, and we also plan to continue to grow our inside sales team. In addition, we expect to increase the number of advertisers and campaigns that place ads through our self-service advertising portal, mMedia.

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Increase our global market penetration

        We aim to increase our presence in strategic international locations by increasing our direct sales force and international sales channels. We established an office in the United Kingdom in the first half of 2010 and recently launched operations in Singapore in the fourth quarter of 2011, our first presence in the Asia-Pacific region. We have made significant investments in our business to date that we believe have positioned us well for continued international expansion. We plan to leverage these investments to expand our presence in Europe, the Middle East, Africa and the Asia-Pacific region. We believe that international markets will increasingly experience many of the same factors that have driven proliferation of the mobile app economy in the United States, including rapid consumer adoption of connected devices and more powerful and increasingly affordable mobile networks. Accordingly, we believe international markets represent significant opportunities for growth.

Expand partnership network

        We plan to pursue additional relationships with third-party providers of tools and services in order to attract additional developers and advertisers to our platform. We believe that expanding our network of third-party partners will enable us to provide enhanced services to both developers and advertisers. We believe our mobile advertising expertise positions us to help these parties develop complementary and innovative products and services by harnessing the scale and power of our platform.

Pursue strategic acquisitions

        We plan to pursue acquisitions of complementary businesses and technologies that represent a strategic fit with us and are consistent with our overall growth strategy. We may also pursue future acquisitions to expand or add capabilities to our existing platform and to continue to build out innovative and effective app monetization and targeted advertising solutions.

Continue to provide trusted insight into the app economy

        We plan to continue to be a thought leader and trusted independent provider of audience insight to the mobile advertising industry. The data and insight we provide helps developers build more engaging apps and helps advertisers create higher quality and more engaging advertising. We are committed to shaping the vision of the mobile advertising industry through thought leadership and actionable insights.

Our Technology Platform

        Our solutions are built upon our core technology engine, MYDAS. MYDAS couples proprietary technology with our extensive data asset with the objective of delivering the right mobile ad to the right person at the right time in the right place. The MYDAS technology engine typically accomplishes the following sequences in under 50 milliseconds, while typically receiving over one billion ad requests daily:

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Ad request management.  Mobile apps or mobile websites that have our SDKs embedded send a request for an ad to MYDAS through the SDK. This ad request enters the MYDAS engine, along with associated data from the device, app and mobile carrier. MYDAS analyzes all of the available data to categorize the ad request and to place it in context so that we can deliver the most relevant available ad to the specific user.

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Unique user identification.  MYDAS then runs a proprietary set of algorithms to analyze multiple data points from the device, carrier and app to statistically determine, on an anonymous basis, the likely unique user of the device and the app requesting the ad. MYDAS assigns an internal unique user identifier to the user profile developed for that individual, with the goal of delivering more relevant ads to that user across multiple mobile devices and maximizing advertising diversity for that user. We believe that many of our competitors rely only upon a device identification code to identify the device as opposed to the more robust analysis that MYDAS employs to identify the unique user. User identification is accomplished on a completely anonymous basis.

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Contextual analysis.  After identifying the unique user associated with a specific advertising request, MYDAS then determines the context around the ad request. This context answers one or more of the following questions:

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Where is the user?

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What site or app is the user currently using?

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What is the nature of the content on the site or app from which the request is coming?

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What type of device is the request coming from?

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What wireless network is the request coming through?

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Audience analysis.  Once MYDAS identifies the unique user associated with an ad request and its context, it then searches our databases to determine an appropriate audience category or categories based on prior information we have gathered about the user on a completely anonymous basis. For example, a user may belong to an audience of "moms" because she has downloaded or visited several apps focused on content for mothers, or she has identified herself as a "mom" in a registration form for an app. We may also place a user in a "moms" audience because she has opted to share location data with us and she has regularly visited retail establishments typically frequented by mothers. We might place another user in an "in-market auto buyer" audience because he or she has been in multiple auto dealerships in a short period of time, has opened and engaged with automotive ads and has used numerous apps with automotive-focused content. The ability to identify a user and then determine the audiences to which that user belongs is critical in order to deliver the most relevant ad possible to that user and deliver the best results for advertisers and developers. Each time that we see a unique user on our platform, we gain data that enables us to better determine the audiences with which that user should be associated.

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Real-time marketplace.  After MYDAS identifies the unique user associated with a specific ad request, the context around the ad request and the audiences to which the user belongs, MYDAS delivers the request to a real-time, bidded marketplace in which it matches available ads with available ad requests. MYDAS performs a sophisticated statistical analysis to automatically run an instantaneous virtual auction in which each qualified ad campaign bids on each available ad request. We call this process optimization and decisioning. As part of this decisioning process, we use an artificial intelligence concept called "agents," which are software programs designed to operate the ad marketplace efficiently and fairly, while at the same time optimizing results based on each campaign's goals. Each ad campaign is represented in the marketplace by one of these agents, programmed with specific goals for the particular campaign. The goals will usually include information such as price, audiences to be targeted and timeframe of the campaign, as well as target engagement metrics. When MYDAS enters an ad request into the marketplace, each agent bids on the ad request, and the platform then matches the best available ad to the specific ad request.

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Cross-platform ad delivery.  After matching an ad to a request, MYDAS then delivers, or serves, the ad through the SDK integrated into the app on the specific device making the request. MYDAS can deliver a variety of different types of ads, including video ads, rich media ads and a variety of banner ads, to virtually any mobile connected device across all major mobile operating systems, both within mobile apps and through mobile web browsers.

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Reporting and analysis.  Once MYDAS has delivered an ad to a specific device, MYDAS analyzes the user's engagement with the ad, measuring whether the user clicked on the ad or engaged with the ad in some other meaningful way, such as swiping the ad, opening a video, sharing the ad with a friend or downloading an app in response to the ad. These results are then incorporated back into the MYDAS platform, which can use the data to analyze whether the specific ad served to the user was actually the best available ad to deliver to that user. This information about the user's engagement level with the ad is used to automatically refine various weightings and algorithms within MYDAS to further improve our ability to target and optimize future ad delivery.

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        The MYDAS platform also includes a suite of enterprise web services that drive our client-facing tools and interfaces like mmDev and mMedia and our internal workflow tools and interfaces. Our web services layer enables us to build new offerings and scale our platform for developers and advertisers quickly and cost-effectively while also enabling us to integrate our solutions with those of third-party partners.

        Our data and technology platform is hosted in data centers in the United States, the United Kingdom and the Netherlands. We primarily lease space at data centers on a managed services basis, although we also co-locate servers and other equipment that we own at some data centers. In addition, we use third-party web services for some of our data and computing needs.

Our Clients

        The following sets forth a list of representative clients:

Advertisers	Advertising Agencies	Developers
Fox	Camelot Communications LTD	airG
General Motors	Carat	CBS Interactive
Patagonia	Omnicom Media Group	Gogii
Southwest Airlines	Razorfish	Handmark
Warner Brothers	Starcom Mediavest Group	New York Times
Zynga		Pandora
		UberMedia
		Weatherbug
		Zynga

Advertiser Case Studies

        The following case studies illustrate how our advertiser clients have used our mobile advertising solutions:

        Top 100 Ad Age Advertisers. Throughout our history, we have worked with many of the top 100 advertisers as ranked by Ad Age. These are typically the largest brand advertisers, and many of them have multiple brands for which they run campaigns throughout the year.

        We have performed an analysis of the advertisers included in the top 100 Ad Age advertisers for 2010, which is the most recent Ad Age ranking and was released in January 2011, and the total activity and spending by that group of advertisers on our platform from 2008 through 2011. The results of this analysis are summarized in the table below.

Use of our Platform by Top 100 Ad Age 2010 Advertisers

	2008		2009		2010		2011 (through November)
Number of advertisers using our platform		22		35		53		73
Total spending by these advertisers (millions)	$	2.2	$	6.0	$	19.8	$	41.6
Average spending per advertiser	$	101,000	$	173,000	$	373,000	$	569,000

        From January 1, 2011 through November 30, 2011, 73 of these 100 advertisers have spent a total of $41.6 million through our platform, with an average of $569,000 per advertiser. We have increased the average annual spending from this group of advertisers by more than 450% during the period from 2008 to 2011. We attribute this growth in average spending among these advertisers to our success in capturing advertising campaigns from more brands per advertiser, running more campaigns for each brand per year and supporting larger campaigns from these advertisers. We believe our increased penetration of these 100

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advertisers is attributable to increased sales and marketing efforts and our growing reputation for delivering results for large brand advertisers.

        Southwest Airlines. Through its outside advertising agency, Camelot Communications Ltd., Southwest has run multiple advertising campaigns through our platform with a goal of improving multiple advertising metrics, including brand awareness, registrations and bookings. By targeting a business traveler behavioral audience, as well as leveraging location data available through our platform, Southwest was able to grow its Rapid Rewards user base by advertising to target consumers while they were in an airport. Because audience reach is a critical component of its advertising campaigns, Southwest has run several takeover campaigns with us to drive awareness of its fare sales. In these campaigns, we have utilized rich media ads targeting customized behavioral audiences that exhibited potential interest in travel, as well as audiences near college football stadiums, to achieve higher engagement levels.

        Leading global movie company. In 2007, during our first full year of operation, one of our customers, a leading global movie company, advertised four movies through our platform and spent less than $130,000. Over the years, this client has increased the number of individual movies and campaigns that it advertises through our platform, and has increased spending on our platform. In 2010, the client advertised 15 movies in 17 separate campaigns and spent over $1 million on our platform. In the eleven months through November 2011, the client utilized our platform for 30 separate campaigns, including campaigns for DVD and foreign releases, for total spending of $1.4 million. This customer has also utilized our international reach for global movie releases. Of the movies advertised in the eleven months through November 2011, a majority were advertised in two or more countries.

        Large "big box" retailer. This retailer has worked with us to increase foot traffic into its retail stores and to promote specialty products around key retail sale holidays, such as Labor Day, Black Friday and the week leading up to Christmas. The retailer has utilized our mobile circular ad, which is similar to customary retail print circulars. The new mobile circular ad promoted more than 14 separate products available at the retailer's stores in a single, interactive ad. We used the location-based and audience-targeting capabilities of our platform to target the ads to consumers who were near the retailer's stores nationwide or had been near other similar retail establishments.

Sales, Marketing and Developer Relations

        As of December 31, 2011, we had a total sales and marketing staff of 69, with 62 based in the United States and the remainder based in the United Kingdom and Singapore. For the years ended December 31, 2009 and 2010 and the nine months ended September 30, 2011, our total sales and marketing expenses were $4.6 million, $8.5 million and $10.2 million, respectively.

Advertiser Sales and Support

        We sell our mobile advertising solutions to large brand and performance advertisers through a number of channels:

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Full-service sales team.  Our full-service sales team focuses its efforts on the largest advertising brands, digital advertising agencies and traditional advertising agencies.

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Industry specialists.  Some of our sales representatives are devoted to advertisers in specific industries, such as automotive and entertainment, which have historically spent larger amounts on mobile advertising.

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Inside sales.  Our inside sales team targets mobile performance advertisers, mobile advertising agency networks and traditional online performance advertisers who have their own advertising capabilities but may need additional sales support.

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Self-service.  In addition to our sales staff, we have also recently launched a self-service advertising portal, known as mMedia, that allows smaller advertisers to launch and run their own mobile advertising campaigns with their own in-house staff.

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        Our full-service sales team is divided into geographic regions in the United States, and internationally into regions consisting of the Americas, as well as Europe, the Middle East and Africa, collectively referred to as EMEA, and the Asia-Pacific region. Within each regional sales division, our sales team is organized based on a traditional digital media structure, with regional vice presidents, sales directors, account executives and account managers.

        In addition to sales support during the advertising campaign planning process, our sales representatives provide additional support to advertisers to ensure that their campaigns are launched and delivered within specified timeframes. Representatives assigned to specific advertisers review performance metrics and share feedback with the advertiser.

Developer Acquisition and Support

        App developers provide us with the advertising space on which we deliver advertising campaigns on behalf of our advertiser clients. These apps carry our SDKs and, ultimately, our advertiser clients' ads. As a result, cultivating relationships with these developers is necessary for us to expand our business. To date, more than 28,000 apps and mobile websites have been enabled to receive ads delivered through our platform.

        Our developer acquisition and support effort is divided into segments based upon the degree of developer support needed:

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Self-service.  Through our self-service portal, known as mmDev, small developers have access to our SDKs and other technology and data tools that they can quickly and easily integrate into their apps on their own initiative in order to begin monetizing their advertising inventory.

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Full-service and hybrid self-service.  For large or mid-sized developers with a significant number of available advertising impressions, in addition to the mmDev self-service portal, we also assign account managers that are responsible for ensuring that we are meeting the ongoing needs of the developer.

Marketing

        Through our marketing efforts, we seek to position our company as an industry innovator and leader in the growing mobile advertising market and to become the authoritative source for research and insight on that market. We accomplish this by publishing industry data, including:

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our S.M.A.R.T. report, which delivers monthly insights on key trends in mobile advertising based on actual campaign and network data from our platform; and

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our Mobile Mix report, which highlights monthly trends for connected devices, mobile manufacturers and operating systems.

        Our reports are used by many of the largest mobile advertising agencies and traditional advertising agencies as an authoritative research source for mobile advertising.

        We also market the Millennial Media brand through other strategies, including the following:

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participation in and sponsorship of important developer and advertising industry events, such as Mobile World Congress and Advertising Week;

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presence at local meetings with developers to cultivate relationships in selected geographic markets;

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advertising our own brand over mobile as well as through social media channels, online, blogs and traditional print, such as industry magazines; and

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use of our website to provide information about us and our products and services, as well as learning opportunities for potential advertiser and developer clients.

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Competition

        The mobile advertising market is highly competitive. The competitive dynamics of our market are unpredictable because it is an early stage of development, rapidly evolving, fragmented and subject to potential disruption by new technological innovations.

        Several competitors provide mobile advertising solutions. Our primary competitors are the large advertising platforms offered by Google and Apple, both of which focus on advertising solutions built for their proprietary mobile operating systems, Android and iOS, respectively. We also compete with in-house solutions used by companies who choose to coordinate mobile advertising across their own properties, such as ESPN, The Weather Channel and Yahoo!, as well as new, smaller entrants into the mobile advertising market.

        We believe the principal competitive factors in our industry include the following:

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mobile advertising focus;

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proven and scalable technology;

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platform independence;

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size of the developer ecosystem;

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relationships with leading advertisers;

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quality and size of advertising inventory;

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brand awareness and reputation; and

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ability to integrate with third-party apps and technologies.

        We believe that we compete favorably with respect to all of these factors and that we are well-positioned as an independent mobile advertising platform that can operate without regard to brand of mobile device or operating system.

Research and Development

        Our research and development efforts are focused on enhancing the architecture of our MYDAS technology platform and creating additional functionality for our developer customers. We are also developing additional self-service products to be available through our mmDev and mMedia portals. We are also continuously working to improve our audience intelligence capabilities in order to help our advertisers reach precise audiences developed through demographic and behavioral analysis. As part of our cross-platform SDKs that we provide to developers, we seek to include new capabilities, such as additional analytical tools, notification solutions, payment solutions and mediation tools.

        As of December 31, 2011, we had a total of 43 employees engaged in research and development functions. For the years ended December 31, 2008, 2009 and 2010 and the nine months ended September 30, 2011, our total research and development expenses were $663,000, $1.1 million, $2.2 million and $3.3 million, respectively.

Intellectual Property

        Our ability to protect our intellectual property, including our technology, will be an important factor in the success and continued growth of our business. We protect our intellectual property through trade secrets law, patents, copyrights, trademarks and contracts. Some of our technology relies upon third-party licensed intellectual property.

        We have two non-provisional patent applications pending, and three additional provisional patent applications pending, in the United States. We expect to apply for additional patents to protect our intellectual property. We also continue to review whether pursuing patent protection in other countries is appropriate.

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        We own a U.S. trademark registration for Millennial Media and U.S. trademark applications for MYDAS and mmDev. We also continue to review whether pursuing trademark protection in other countries is appropriate.

        In addition to the foregoing, we have established business procedures designed to maintain the confidentiality of our proprietary information, including the use of confidentiality agreements and assignment-of-inventions agreements with employees, independent contractors, consultants and companies with which we conduct business.

Government Regulation

        We are subject to numerous U.S. and foreign laws and regulations that are applicable to companies engaged in the business of advertising on mobile devices. In addition, many areas of law that apply to our business are still evolving, and could potentially affect our business to the extent they restrict our business practices or impose a greater risk of liability.

Privacy

        Privacy and data protection laws play a significant role in our business. In the United States, at both the state and federal level, there are laws that govern activities such as the collection and use of data by companies like us. Online advertising activities in the United States have primarily been subject to regulation by the Federal Trade Commission, which has regularly relied upon Section 5 of the Federal Trade Commission Act to enforce against unfair and deceptive trade practices. Section 5 has been the primary regulatory tool used to enforce against alleged violations of online privacy policies, and would apply to privacy practices in the mobile advertising industry.

        The issue of privacy in the mobile advertising industry is still evolving. Federal legislation and rule-making has been proposed from time to time that would govern certain advertising practices as they relate to mobile devices, including the use of precise geo-location data. Although such legislation has not been enacted, it remains a possibility that some federal and state laws may be passed in the future.

        There have been numerous civil lawsuits, including class action lawsuits, filed against companies that conduct business in the mobile device industry, including makers of mobile devices, mobile application providers, mobile operating system providers, and mobile third-party networks. Plaintiffs in these lawsuits have alleged a range of violations of federal, state and common laws, including computer trespass and violation of privacy laws.

        In addition, mobile services are generally not restricted by geographic boundaries, and our services reach mobile devices throughout the world. We currently transact business in Europe and Southeast Asia and, as a result, some of our activities may also be subject to the laws of foreign jurisdictions. In particular, European data protection laws can be more restrictive regarding the collection and use of data than those in U.S. jurisdictions. As we continue to expand into other foreign countries and jurisdictions, we may be subject to additional laws and regulations that may affect how we conduct business.

Advertising

        Even though we receive contractual protections from our advertising business partners with respect to their ads, we may nevertheless be subject to regulations concerning the content of ads. Federal and state laws governing intellectual property or other third-party rights could apply to the content of ads we place. Laws and regulations regarding unfair and deceptive advertising, sweepstakes, advertising to children, and other consumer protection regulations, may also apply to the ads we place on behalf of clients.

Employees

        As of December 31, 2011, we had 222 employees, of which 72 were primarily engaged in product and technology and 69 were engaged in sales and marketing. Substantially all of these employees are located in

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the United States. None of our employees is represented by a labor union or covered by a collective bargaining agreement. We consider our relationship with our employees to be good.

Facilities

        Our principal offices occupy approximately 37,000 square feet of leased office space in Baltimore, Maryland pursuant to lease agreements that expire between September 2013 and April 2016. We also maintain offices in New York, New York; London, England; San Francisco, California; and Washington, DC. We believe that our current facilities are suitable and adequate to meet our current needs. We intend to add new facilities or expand existing facilities as we add employees, and we believe that suitable additional or substitute space will be available as needed to accommodate any such expansion of our operations.

Legal Proceedings

        Streetspace, Inc. v. Google, Inc. et al. On August 23, 2010, plaintiff Streetspace, Inc. filed a complaint in the U.S. District Court for the Southern District of California, alleging patent infringement against a group of defendants including us. Plaintiff alleged that each of the defendants has infringed, and continues to infringe, plaintiff's patent. On September 12, 2011, the court granted the defendants' motion for change of venue and ordered the transfer of the case to the U.S. District Court for the Northern District of California. On September 15, 2011, the defendants jointly filed a request to reexamine plaintiff's claimed patent with the U.S. Patent and Trademark Office. On November 18, 2011, the Patent and Trademark Office granted the defendants' request, ordered a reexamination of the plaintiff's claimed patent, and rejected all of the plaintiff's patent claims from the first office action. The defendants filed a motion to stay the case, pending the reexamination, which remains pending before the court.

        In re iPhone Application Litigation. On April 21, 2011, a class action complaint was filed in the U.S. District Court for the Northern District of California, on behalf of a putative class of plaintiffs made up of alleged Apple mobile device users. The complaint named Apple, Inc. as a defendant, along with eight other companies, including us. The plaintiffs alleged violations of the federal Computer Fraud and Abuse Act and included several California statutory and common law claims. The claims, in large part, were based upon allegations that the defendants collected, used or disclosed user information and data from Apple mobile devices, either without notice or consent, or that such activities lacked or exceeded authorization. On June 20, 2011, Apple, Inc. and the other defendants as a group each filed a motion to dismiss the complaint. On September 20, 2011, the court granted both motions to dismiss, granting the plaintiffs leave to file an amended complaint within sixty days. On November 21, 2011, the plaintiffs filed an amended complaint, and we were not named as a defendant.

        We may be subject to various other claims and legal actions arising in the ordinary course of business from time to time.

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MANAGEMENT

Directors, Executive Officers and Other Key Employees

        The following table sets forth information concerning our directors, executive officers and other key employees, including their ages as of January 1, 2012:

Name	Age		Position
Executive officers:
Paul Palmieri		41	President, Chief Executive Officer and Director
Chris Brandenburg		37	Executive Vice President and Chief Technology Officer
Stephen Root		42	Chief Operating Officer
Michael Avon		38	Executive Vice President and Chief Financial Officer
Other key employees:
Matt Gillis		39	Senior Vice President, Global Monetization Solutions
Andrew Jeanneret		47	Senior Vice President, Accounting and Controller
Ho Shin		43	General Counsel and Chief Privacy Officer
Marcus Startzel		41	Senior Vice President, Sales
Non-management directors:
Robert P. Goodman		51	Director
Arun Gupta		42	Director
Patrick J. Kerins		56	Director
Alan MacIntosh		49	Director
John D. Markley, Jr.		46	Director
Wenda Harris Millard		57	Director
James A. Tholen		52	Director
George Zachary		46	Director

Executive Officers

Paul J. Palmieri

        Mr. Palmieri is a founder of our company and has served as our President and Chief Executive Officer and a member of our board of directors since our inception in May 2006. Prior to co-founding our company, from 2005 to 2006, Mr. Palmieri was a venture partner with Acta Wireless, an investment firm focused on companies in the telecommunications, internet and media sectors. From 2001 to 2005, Mr. Palmieri was executive director of data and multimedia services for Verizon Wireless. Earlier in his career, Mr. Palmieri held key management roles at Advertising.com, an online advertising company, as well as Tessco Technologies and American Personal Communications (now SprintNextel). Mr. Palmieri received a B.A. degree from Mount Saint Mary's College. The board of directors believes that Mr. Palmieri's knowledge of our company as our founder and his prior industry experience with wireless and mobile technology, advertising and media companies allow him to make valuable contributions to the board.

Chris Brandenburg

        Mr. Brandenburg is a founder of our company and has served as our Executive Vice President and Chief Technology Officer since our inception in May 2006. Prior to co-founding our company, from 2000 to 2006, Mr. Brandenburg was senior director of engineering at Advertising.com. He previously served as a software engineer with Solipys Raytheon. Mr. Brandenburg received a M.S. degree from University of Maryland Baltimore County.

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Stephen Root

        Mr. Root has served as our Chief Operating Officer since November 2006. From 2004 to 2006, Mr. Root served as senior vice president of Time Warner Inc.'s AOL division. Prior to its acquisition by AOL, from 1999 to 2004, Mr. Root held several positions with Advertising.com, including chief operating officer at the end of his tenure with that company. Earlier in his career, Mr. Root held key management roles with Tessco Technologies and Procter & Gamble. Mr. Root received a B.S. degree from the Massachusetts Institute of Technology and an M.S. degree in control systems from Stanford University.

Michael Avon

        Mr. Avon has served as our Executive Vice President and Chief Financial Officer since November 2009. From 2005 until joining our company, Mr. Avon was a principal at Columbia Capital, a venture capital firm focused on companies in the digital media and wireless industries. During his time at Columbia, Mr. Avon co-led that firm's investment in our company and served as an observer to our board of directors from 2006 to 2009. From 2002 to 2005, Mr. Avon was a venture capitalist with Toucan Capital, an investment firm focused on early-stage companies. From 2000 to 2002, Mr. Avon was director of business development at FOLIOfn, a financial consumer internet company. He began his career as a corporate finance and transactional attorney with the law firm of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP. Mr. Avon received his B.A. and J.D. degrees from the University of Virginia.

Other Key Employees

Matt Gillis

        Mr. Gillis has served as our Senior Vice President of Global Monetization Solutions since August 2011 and previously served as our Senior Vice President of Business Development from August 2010 to August 2011. Before joining our company, from 2006 to August 2010, Mr. Gillis served as Executive Vice President of Publishing for Capcom Interactive, a mobile video game company, and from 2005 to 2006 he was Vice President of Business Development for Cosmic Infinity, a mobile video game developer, until its acquisition by Capcom Interactive. Earlier in his career, Mr. Gillis held managerial positions with Verizon Wireless and Bell Mobility. He received a B.A. degree from Wilfrid Laurier University.

Andrew Jeanneret

        Mr. Jeanneret has served as our Senior Vice President of Accounting and Controller since October 2011. Prior to joining our company, from August 2010 to September 2011, Mr. Jeanneret was a financial accounting consultant. Mr. Jeanneret was previously with Dialysis Corporation of America, a publicly held provider of outpatient kidney dialysis services, where he served as vice president of finance beginning in July 2007 until his promotion to chief financial officer in March 2008, a position he held until August 2010. From October 2006 to May 2007, Mr. Jeanneret was vice president of HealthExtras, Inc., a publicly held provider of pharmacy benefit management. From 2004 to 2006, Mr. Jeanneret was vice president, controller and chief accounting officer of Guilford Pharmaceuticals Inc., a publicly held specialty pharmaceutical company that merged with MGI Pharma, Inc. in 2005. Mr. Jeanneret received his B.S. degree from Boston College and his M.B.A. degree from The George Washington University and is a Certified Public Accountant.

Ho Shin

        Mr. Shin has served as our General Counsel and Chief Privacy Officer since February 2011. From November 2008 to January 2011, Mr. Shin served as general counsel of Octagon Athletes and Personalities, an athlete representation, sports marketing and event marketing company. From January 2000 to July 2008, Mr. Shin served in several legal and business roles with Advertising.com and AOL, including as general counsel of Advertising.com beginning in 2006. He began his legal career with the law

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firm of Arnold & Porter LLP and later served as a trial attorney with the U.S. Department of Justice. Mr. Shin received a B.S. degree from the University of Maryland and a J.D. degree from Georgetown University.

Marcus Startzel

        Mr. Startzel has served as our Senior Vice President of Sales since February 2009. From January 2008 to January 2009, Mr. Startzel served as vice president of advertiser services for DigitalSports.com, a national network of local media companies focused on news coverage of high school sports. From 2002 to January 2008, Mr. Startzel served in a number of sales positions with Advertising.com, including regional vice president and vice president of sales. He received a B.S. degree from The United States Naval Academy, was a nuclear submarine officer in the U.S. Navy and is a Qualified Naval Nuclear Propulsion Engineer.

Non-management Directors

Robert P. Goodman

        Mr. Goodman has served as a director of our company since June 2009. He is the founding partner of Bessemer Venture Partners' investment office in Larchmont, New York. Mr. Goodman is also a managing member of Deer Management Co. LLC, the management company for Bessemer Venture Partners' investment funds, including Bessemer Venture Partners VI L.P., Bessemer Venture Partners VI Institutional L.P. and Bessemer Venture Partners Co-Investment L.P. Prior to joining Bessemer in 1998, Mr. Goodman founded and served as the chief executive officer of two privately held telecommunications companies, Celcore and Boatphone, a group of cellular operating companies. Mr. Goodman is currently a member of the board of directors of Broadsoft, Inc., a publicly held technology company, and several private Bessemer portfolio companies. Mr. Goodman received a B.A. degree from Brown University and an M.B.A. degree from Columbia University. The board of directors believes that Mr. Goodman's experience in working with entrepreneurial companies, and his particular familiarity with technology companies, allow him to make valuable contributions to the board.

Arun Gupta

        Mr. Gupta has served as a director of our company since May 2011. Since 2000, Mr. Gupta has been a partner with Columbia Capital, a communications, media and technology investment firm, and he serves on the boards of directors of several privately held Columbia Capital portfolio companies. Mr. Gupta received a B.S. degree in electrical engineering and an M.S. degree in engineering economic systems from Stanford University and an M.B.A. degree from Harvard Business School. The board of directors believes that Mr. Gupta's experience in working with entrepreneurial companies, and his particular familiarity with technology companies allow him to make valuable contributions to the board.

Patrick Kerins

        Mr. Kerins has served as a director of our company since November 2009. Since 2006, Mr. Kerins has been a general partner with New Enterprise Associates, Inc., or NEA, a venture capital firm. From 1997 to 2006, he was general partner of Grotech Capital Group, a venture capital firm. Prior to Grotech, Mr. Kerins was an investment banker with Alex. Brown & Sons, focusing on high-technology companies. Mr. Kerins currently serves on the boards of directors of a number of privately held portfolio companies of NEA and is chairman emeritus of the Mid-Atlantic Venture Association. He received a B.S. degree from Villanova University and an M.B.A. degree from Harvard Business School. The board of directors believes that Mr. Kerins's broad investment experience in the information technology industry allow him to make valuable contributions to the board.

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Alan MacIntosh

        Mr. MacIntosh has served as a member of our board of directors since July 2006. In 2004, Mr. MacIntosh co-founded and has since served as managing partner of Acta Wireless, an investment firm focused on the wireless technology and telecommunications industries, which was instrumental in the founding of our company. He also currently serves as general partner of Real Ventures, a Montreal-based venture fund. In 1997, Mr. MacIntosh co-founded GSM Capital, a global wireless venture fund, and served as senior partner until 2003. Mr. MacIntosh currently serves on the boards of directors of a number of privately held portfolio companies. Mr. MacIntosh received a B.Sc. degree from Heriot-Watt University and an M.B.A. degree from INSEAD. The board of directors believes that Mr. MacIntosh's extensive international experience working with innovative technology-related businesses allow him to make valuable contributions to the board.

John D. Markley, Jr.

        Mr. Markley has served as a director of our company since July 2006. Mr. Markley has served as Managing Director of Bear Creek Capital Management, an investment firm focused on public and private companies in the communications, media and technology industries, since 2009. From 1996 to 2009, Mr. Markley was a partner at Columbia Capital, a venture capital firm. Prior to Columbia Capital, Mr. Markley was at the Federal Communications Commission, where he developed U.S. government spectrum policy, and with Kidder, Peabody, an investment firm. Mr. Markley is currently a director of Charter Communications, Inc. and Broadsoft, Inc., both publicly traded companies. Mr. Markley received a B.A. degree from Washington & Lee University and an M.B.A. degree from Harvard Business School. The board of directors believes that Mr. Markley's experience in working with entrepreneurial companies, his particular familiarity with technology companies, his finance experience and his significant knowledge of our company allow him to make valuable contributions to the board.

Wenda Harris Millard

        Ms. Millard has served as a director of our company since May 2009. Since April 2009, she has served as president and chief operating officer of MediaLink LLC, a strategic advisory and business development firm that provides counsel to the media, advertising and entertainment industries. From July 2007 to April 2009, she served as president of media for Martha Stewart Living Omnimedia, Inc. and as co-chief executive officer from June 2008 to April 2009. From June 2004 to July 2007, she also served as a member of the board of directors of Martha Stewart Living Omnimedia. From 2001 to 2007, Ms. Millard was the chief sales officer of Yahoo! Inc. From 2000 to 2001, she was chief internet officer at Ziff Davis Media and president of Ziff Davis Internet. From 1996 to 2000, Ms. Millard was executive vice president and one of the founding members of DoubleClick. Ms. Millard received a B.A. degree from Trinity College and an M.B.A. degree from Harvard Business School. The board of directors believes that Ms. Millard's broad experience in the media and digital advertising industries allow her to make valuable contributions to the board.

James A. Tholen

        Mr. Tholen has served as a director of our company since May 2011. He has served as the chief financial officer of Broadsoft, Inc., a publicly held technology company, since July 2007. Between January 2006 and July 2007, Mr. Tholen was engaged in consulting, advisory and investing activities. From January 2003 to January 2006, Mr. Tholen served as both chief financial officer and chief operating officer at Network Security Technologies, Inc., or NetSec, a managed and professional security services company acquired by MCI, Inc., now part of Verizon. Prior to joining NetSec, he served as chief strategy officer and chief financial officer for CareerBuilder, Inc. and was a member of that company's board of directors. Mr. Tholen received a B.S. degree from Davidson College and an M.B.A. degree from Yale University. The board of directors believes that Mr. Tholen's industry and finance experience with technology

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companies, and his particular experience as chief financial officer of a public company, allow him to make valuable contributions to the board.

George Zachary

        Mr. Zachary has served as a director of our company since November 2007. Since 2004, Mr. Zachary has been a general partner with Charles River Ventures, a venture capital firm. Previously, Mr. Zachary was a general partner with Mohr Davidow Ventures, an investment firm, where he focused on software and internet technology companies. Mr. Zachary received a joint B.S. degree from the Massachusetts Institute of Technology and the MIT Sloan School of Business. The board of directors believes that Mr. Zachary's experience in working with a number of successful entrepreneurial companies allow him to make valuable contributions to the board.

Board Composition

        Our board of directors currently consists of nine members. Each director is currently elected to the board for a one-year term, to serve until the election and qualification of successor directors at the annual meeting of stockholders, or until the director's earlier removal, resignation or death.

        Our directors currently serve on the board pursuant to the voting provisions of a fourth amended and restated voting agreement between us and several of our stockholders. This agreement will terminate upon the completion of this offering, after which there will be no further contractual obligations regarding the election of our directors.

        In accordance with our amended and restated certificate of incorporation, which will be in effect immediately after this offering, our board of directors will be divided into three classes with staggered three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. Our directors will be divided among the three classes as follows:

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Class I, which will consist of                        ,                                     and                         , and whose term will expire at our first annual meeting of stockholders to be held after the completion of this offering;

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Class II, which will consist of                        ,                         and                         , and whose term will expire at our second annual meeting of stockholders to be held after the completion of this offering; and

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Class III, which will consist of                                    ,                                     and                                     , and whose term will expire at our third annual meeting of stockholders to be held after the completion of this offering.

        Our amended and restated bylaws, which will become effective upon completion of this offering, will provide that the authorized number of directors may be changed only by resolution approved by a majority of our board of directors. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.

        The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control.

Director Independence

        Our board of directors has undertaken a review of the independence of the directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his responsibilities. As a result of this review, our board of

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directors determined that Ms. Millard and Messrs. Kerins, Goodman, Zachary, Markley, MacIntosh, Tholen and Gupta, representing eight of our nine directors, are "independent directors" as defined under applicable stock exchange rules and the independence requirements contemplated by Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Committees of the Board of Directors

        Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee, each of which has the composition and responsibilities described below. From time to time, the board may establish other committees to facilitate the management of our business.

Audit Committee

        Our audit committee reviews our internal accounting procedures and consults with and reviews the services provided by our independent registered public accountants. Our audit committee consists of three directors, Messrs. Tholen, MacIntosh and Markley, and our board of directors has determined that each of them is independent within the meaning of the applicable SEC rules and stock exchange listing requirements. Mr. Tholen is the chairman of the audit committee and our board of directors has determined that Mr. Tholen is an "audit committee financial expert" as defined by SEC rules and regulations. Our board of directors has determined that the composition of our audit committee meets the criteria for independence under, and the functioning of our audit committee complies with, the applicable requirements of the Sarbanes-Oxley Act, applicable stock exchange listing requirements and SEC rules and regulations. We intend to continue to evaluate the requirements applicable to us and we intend to comply with the future requirements to the extent that they become applicable to our audit committee. The principal duties and responsibilities of our audit committee include:

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appointing and retaining an independent registered public accounting firm to serve as independent auditor to audit our consolidated financial statements, overseeing the independent auditor's work and determining the independent auditor's compensation;

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approving in advance all audit services and non-audit services to be provided to us by our independent auditor;

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establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls, auditing or compliance matters, as well as for the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;

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reviewing and discussing with management and our independent auditor the results of the annual audit and the independent auditor's review of our quarterly consolidated financial statements; and

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conferring with management and our independent auditor about the scope, adequacy and effectiveness of our internal accounting controls, the objectivity of our financial reporting and our accounting policies and practices.

Compensation Committee

        Our compensation committee reviews and determines the compensation of all our executive officers. Our compensation committee consists of three directors, Messrs. Kerins and Goodman and Ms. Millard, each of whom is a non-employee member of our board of directors as defined in Rule 16b-3 under the Exchange Act and an outside director as that term is defined in Section 162(m) of the Internal Revenue Code of 1986, or the Code. Mr. Kerins is the chairman of the compensation committee. Our board of directors has determined that the composition of our compensation committee satisfies the applicable independence requirements under, and the functioning of our compensation committee complies with the

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applicable requirements of, stock exchange listing rules and SEC rules and regulations. We intend to continue to evaluate and intend to comply with all future requirements applicable to our compensation committee. The principal duties and responsibilities of our compensation committee include:

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establishing and approving, and making recommendations to the board of directors regarding, performance goals and objectives relevant to the compensation of our chief executive officer, evaluating the performance of our chief executive officer in light of those goals and objectives and setting, or recommending to the full board of directors for approval, the chief executive officer's compensation, including incentive-based and equity-based compensation, based on that evaluation;

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setting the compensation of our other executive officers, based in part on recommendations of the chief executive officer;

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exercising administrative authority under our stock plans and employee benefit plans;

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establishing policies and making recommendations to our board of directors regarding director compensation;

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reviewing and discussing with management the compensation discussion and analysis that we are required to include in SEC filings; and

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preparing a compensation committee report on executive compensation as required by the SEC to be included in our annual proxy statements or annual reports on Form 10-K filed with the SEC.

Nominating and Corporate Governance Committee

        The nominating and corporate governance committee consists of three directors, Messrs.             ,             and             . Mr.                                     is the chairman of the nominating and corporate governance committee. Our board of directors has determined that the composition of our nominating and corporate governance committee satisfies the applicable independence requirements under, and the functioning of our nominating and corporate governance committee complies with the applicable requirements of, stock exchange listing standards and SEC rules and regulations. We will continue to evaluate and will comply with all future requirements applicable to our nominating and corporate governance committee. The nominating and corporate governance committee's responsibilities include:

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assessing the need for new directors and identifying individuals qualified to become directors;

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recommending to the board of directors the persons to be nominated for election as directors and to each of the board's committees;

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assessing individual director performance, participation and qualifications;

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developing and recommending to the board corporate governance principles;

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monitoring the effectiveness of the board and the quality of the relationship between management and the board; and

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overseeing an annual evaluation of the board's performance.

Code of Business Conduct and Ethics for Employees, Executive Officers and Directors

        We have adopted a Code of Business Conduct and Ethics, or the Code of Conduct, applicable to all of our employees, executive officers and directors. Following the completion of this offering, the Code of Conduct will be available on our website at www.millennialmedia.com. The nominating and corporate governance committee of our board of directors will be responsible for overseeing the Code of Conduct and must approve any waivers of the Code of Conduct for employees, executive officers and directors. We expect that any amendments to the Code of Conduct, or any waivers of its requirements, will be disclosed on our website.

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Compensation Committee Interlocks and Insider Participation

        None of our directors who currently serve as members of our compensation committee is, or has at any time during the past year been, one of our officers or employees. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any other entity that has one or more executive officers serving on our board of directors or compensation committee.

Non-Employee Director Compensation

        We currently pay meeting fees to our directors who are not employees or affiliated with our largest venture capital firm investors. We pay these independent directors, Ms. Millard and Messrs. Markley, MacIntosh and Tholen, $2,500 for each board meeting attended in person and $1,000 for each board meeting attended telephonically. We pay separate fees for committee meetings attended, unless the committee meeting is held in conjunction with a board meeting.

        We also grant options to these independent directors upon joining our board.

        Other than the cash meeting fees and option grants, directors are not entitled to receive any compensation in connection with their service on our board of directors, except for reimbursement of direct expenses incurred in connection with attending meetings of the board or committees thereof.

        We expect that our board of directors will adopt a director compensation policy for non-employee directors to be effective upon the closing of this offering.

2011 Director Compensation Table

        The following table sets forth information regarding the compensation earned for service on our board of directors during the year ended December 31, 2011 by our directors who were not also our employees. Paul Palmieri, our President and Chief Executive Officer, is also a director but does not receive any additional compensation for his services as a director. Mr. Palmieri's compensation as an executive officer is set forth below under "Executive Compensation—Summary Compensation Table."

Name	Fees Earned or Paid in Cash ($)		Option Awards ($)(1)(2)		Total ($)
Robert P. Goodman		—		—		—
Arun Gupta		—		—		—
Patrick J. Kerins		—		—		—
Alan MacIntosh		8,000		—		8,000
John D. Markley, Jr.		4,500		181,192		185,692
Wenda Harris Millard		5,500		—		5,500
James A. Tholen		14,000		260,685		274,685
George Zachary		—		—		—

(1)

Each of Mr. Markley and Mr. Tholen received one option grant during the year ended December 31, 2011. This column reflects the full grant date fair value for options granted during the year as measured pursuant to Accounting Standards Codification (ASC) Topic 718 as stock-based compensation in our financial statements. Unlike the calculations contained in our financial statements, this calculation does not give effect to any estimate of forfeitures related to service-based vesting, but assumes that the director will perform the requisite service for the award to vest in full. The assumptions we used in valuing options are described in note 8 to our consolidated financial statements included in this prospectus.

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(2)

The table below shows the aggregate number of option awards outstanding for each of our non-employee directors as of December 31, 2011:

Name	Aggregate Option Awards Outstanding (#)
Alan MacIntosh		64,558	(1)
John D. Markley, Jr.		92,025	(2)
Wenda Harris Millard		522,000	(3)
James A. Tholen		184,051	(2)

(1)

This option is fully vested as of December 31, 2011.



(2)

This option vests in 36 monthly installments through May 2014, subject to the director's continuous service as of the vesting date.



(3)

This option vests in 36 monthly installments through May 2012, subject to the director's continuous service as of the vesting date.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

        The compensation provided to our "named executive officers" for 2011 is set forth in detail in the 2011 Summary Compensation Table and other tables and the accompanying footnotes and narrative that follow this section. This section explains our executive compensation philosophy, objectives and design, our compensation-setting process, our executive compensation program components and the decisions made for compensation in respect of 2011 for each of our named executive officers, as reflected in the tables and the narratives. Our named executive officers for 2011 are:

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Paul J. Palmieri, President and Chief Executive Officer;

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Chris Brandenburg, Executive Vice President and Chief Technology Officer;

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Stephen T. Root, Chief Operating Officer; and

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Michael Avon, Executive Vice President and Chief Financial Officer.

Executive Compensation Philosophy, Objectives and Design

        Philosophy. We operate in a new and rapidly evolving industry sector. To succeed in this environment, we must continually attract new clients and maintain current client relationships, achieve results that meet our clients' objectives, continue to develop and upgrade our technologies, implement our business model, manage our expanding operations, maintain our reputation and build trust with our clients. To achieve these objectives, we need to attract and retain a highly talented team of sales, information technology, marketing, business development and administrative professionals. We also expect our team to possess and demonstrate strong leadership capabilities.

        Objectives. We design our executive compensation programs to achieve the following objectives:

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attract and retain talented and experienced executive officers, whose knowledge, skills and performance are critical to our success;

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motivate these executive officers to achieve our business objectives and uphold our core values;

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promote teamwork while also recognizing the role each executive plays in our success; and

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align the interests of our executive officers and stockholders.

        Design. Our total compensation package for our executive team consists of a combination of base salary, bonuses, option grants under our long-term equity incentive plan, and severance and change in control benefits. As a privately held company, we recognize that our executives are taking a risk on the value of any equity holdings, and to maintain an attractive compensation program, we need to offer cash compensation in the form of (i) base salaries, which provide compensation for day-to-day responsibilities, and (ii) annual bonus opportunities, which provide incentives to achieve our shorter-term objectives. We have also sought to ensure that our executive officers have meaningful equity holdings and equity compensation opportunities, which focuses our executive officers on achieving our longer term strategic and financial goals, while conserving cash during our early years and aligning the long-term interests of our executive team with those of our stockholders. We have also provided limited severance and change in control benefits to allow our executive officers to focus on pursuing business strategies that, while in the best interest of our stockholders, may result in a disruption in their normal employment.

        We do not have any specific formulas for determining compensation increases or award sizes. We do not affirmatively set out in any given year, or with respect to any given new hire package, to apportion compensation in any specific ratio between cash and equity, or between long-term and short-term compensation. Rather, total compensation may skew more heavily toward either cash or equity, or long-term or short-term compensation, as a result of the factors described below.

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Compensation-Setting Process

        Role of Our Compensation Committee. During 2011, our compensation committee was responsible for overseeing our executive compensation program, including determining and approving the compensation arrangements for our executive officers, including base salary levels, annual bonus payouts and equity, and executing executive compensation decisions. Unless otherwise stated, the discussion and analysis below is based on decisions by our compensation committee.

        Our compensation committee considered the following factors when determining executive compensation for 2011, as further explained in the discussions of each compensation element below:

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the experiences and knowledge of our compensation committee members regarding appropriate levels of executive compensation;

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the recommendations of our Chief Executive Officer;

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corporate and individual performance, including adherence to our core values;

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individual negotiations with executive officers;

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the executive's existing equity award and stock holdings; and

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the potential dilutive effect of new equity awards on our stockholders.

        Role of Management. Our Chief Executive Officer worked closely with members of our compensation committee in determining compensation for our named executive officers in 2011. Our Chief Executive Officer reviews and evaluates the performance of the other executive officers and, based on those evaluations, makes recommendations to our compensation committee for each element of compensation. Our Chief Executive Officer also works with our Chief Financial Officer and our Chief Operating Officer to recommend the structure of the annual cash bonus program and to evaluate the performance of our company against selected metrics. From time to time, our Chief Executive Officer and our Chief Financial Officer attend meetings or portions of meetings of the compensation committee to present information and answer questions. No executive officer participated directly in the final determinations regarding the amount of any component of his own compensation package.

        Role of Compensation Consultant. In December 2011, in preparation for this offering, our compensation committee retained Connell & Partners, a national compensation consulting firm, to provide executive compensation advisory services. Specifically, we have engaged Connell to:

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suggest a peer company group composed of public companies with revenues, market capitalization and employee populations comparable to us; and

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conduct an executive compensation assessment analyzing the current cash and equity compensation of our executive team against compensation for similarly situated executives at our peer group companies.

        We have paid Connell for its services, but our management does not have the ability to direct Connell's work. To date, Connell has not been present at the deliberations of our compensation committee.

        No Peer Group. Prior to this offering, we did not utilize a peer group of companies in setting compensation and we did not benchmark our compensation to a specific level of compensation. Instead, we relied heavily on the business judgment of our compensation committee members and our named executive officers, including their knowledge and experience with the hiring of more than two hundred employees by our company in the last five years, and negotiations with the new hire candidates, in determining compensation levels that would allow us to compete in hiring and retaining the best possible talent.

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Executive Compensation Program Components

        Base Salary. We provide base salary as a fixed source of compensation to balance the uncertainty of having a meaningful portion of our executives' compensation "at risk" in the form of equity of a privately held company. Our compensation committee recognizes the importance of base salaries as an element of compensation that helps to attract highly qualified executive talent.

        In 2011, our Chief Executive Officer recommended, and our compensation committee approved without change, an increase in Mr. Brandenburg's 2010 base salary from $192,500 to $209,000, effective as of January 1, 2011. Our compensation committee approved this increase based on Mr. Brandenburg's role in leading the evolution of our SDKs and our mmDev developer self-service portal and tools in 2010, both of which were instrumental in achieving our strategic initiative focused on building solutions for developers. Our compensation committee decided not to adjust base salaries for our other executive officers in 2011 from prior years based on its determination that the overall compensation packages for these officers, including their existing equity holdings, appropriately met our compensation objectives. Accordingly, our executive officer's 2011 base salaries remained at $220,000 for Mr. Palmieri and $209,000 for Messrs. Root and Avon.

        Cash Bonuses. In March 2011, our Chief Executive Officer presented to our compensation committee, and our compensation committee approved as presented, an employee cash bonus program for 2011, or our 2011 bonus program, for all of our bonus-eligible employees, including our executive officers. Our 2011 bonus program is designed to reward individual performance, as well as company-wide achievement of specified levels of GAAP revenue and non-GAAP adjusted EBITDA. We believed that these metrics would be key measurements of our success in 2011 and would most directly influence stockholder value. For a reconciliation of adjusted EBITDA to net loss, the most comparable GAAP measurement, see "Selected Consolidated Financial Data—Adjusted EBITDA."

        In connection with adopting the 2011 bonus program, our Chief Executive Officer recommended, and our compensation committee approved as presented, the target bonus amount, expressed as a percentage of base salary, for each of our executives. We approved an increase in Mr. Brandenburg's target bonus amount from 50% to 60% based on Mr. Brandenburg's role in leading the evolution of our SDK and mmDev developer tools in 2010. Our compensation committee did not adjust the target bonus amounts for our other executive officers in 2011 from prior years, based on its determination that the existing target bonus levels appropriately met our compensation goals. Accordingly, our executive officer's 2011 target bonus amounts continued to be 75% for Mr. Palmieri and 60% for Messrs. Root and Avon.

        The 2011 bonus program, as applicable to the named executive officers, operates as a pool. The pool will not be funded unless we achieve at least 90% of our GAAP revenue target and 100% of our adjusted EBITDA target. At the minimum achievement levels, the pool is funded at 50% of the aggregate target bonus amounts for the participants. At 100% achievement of the GAAP revenue target, the pool is funded at 100% of the aggregate target bonus amounts. The maximum funding of 130% of target bonus amounts occurs at 130% achievement of the GAAP revenue target. The pool size scales linearly between these points. No increase in funding occurs for achievement in excess of 100% of our adjusted EBITDA target.

        Once the pool under the 2011 bonus program is determined, the actual bonus amount for each executive, other than the Chief Executive Officer, is first proposed by the Chief Executive Officer and presented by him to the committee. The committee then determines the actual bonus amounts in its sole discretion. In the case of the bonus for the Chief Executive Officer, the committee determines the bonus in its sole discretion.

        In making his recommendation about the individual executive bonuses other than his own, our Chief Executive Officer reviews each executive's performance with respect to leadership, business leverage, results and teamwork. For leadership, he considers the executive's ability to inspire others to achieve our shared objectives and uphold our core values—mobility, agility, accountability, integrity, motivation and innovation. For business leverage, he considers the executive's productivity. For results, he considers the executive's span of control, scope of responsibility and overall contribution to achievement of our goals.

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For teamwork, he considers the executive's ability to cooperate and build relationships with others such that our overall executive team achieves its objectives. Our Chief Executive Officer's recommendations are generally based on his overall subjective assessment of the individual's performance, with no single factor being determinative in his recommendation.

        The 2011 bonus program contemplated that our compensation committee, in the first quarter of 2012, would review our performance against our corporate performance metrics, determine the funding of the bonus pool and make final bonus determinations. However, in anticipation of this offering, the committee determined that it was appropriate to make its bonus determinations before year end. Accordingly, in late December 2011, the committee requested that our Chief Financial Officer develop a projection of full-year GAAP revenue and adjusted EBITDA. The adjusted EBITDA in these projections exceeded the target adjusted EBITDA, and the projected GAAP revenue was at a level that would result in the bonus pool for the named executive officers being funded at approximately 118% of the target. The Chief Executive Officer provided the compensation committee with a comparison between funding the executive pool at 118% and 120%. The committee then decided to fund the executive bonus pool at 120% based on its view that we had experienced strong performance in 2011. The Chief Executive Officer then conducted his assessment of each of the other executive's performance and recommended that each of the other three executives receive a bonus equal to 120% of his target bonus. The committee accepted the Chief Executive Officer's recommendation with respect to the other named executive officers. The compensation committee then considered the appropriate bonus percentage for Mr. Palmieri. Based on the view of the committee that Mr. Palmieri had provided superior leadership to our company, including in overseeing our preparations for this offering, the committee determined that Mr. Palmieri's bonus should be equal to 95% of his base salary, or approximately 127% of his target bonus.

        Based on the considerations described above, our compensation committee approved the following bonuses for our named executive officers for 2011, which amounts are also included in the 2011 Summary Compensation Table below:

Name	Target Bonus as a Percentage of Base Salary			Actual Bonus Amount		Actual Bonus Amount as a Percentage of Base Salary			Actual Bonus Amount as a Percentage of Target Bonus
Paul Palmieri		75	%	$	210,000		95	%		127	%
Chris Brandenburg		60			150,480		72			120
Stephen Root		60			150,480		72			120
Michael Avon		60			150,480		72			120

        Equity Compensation. We believe that if our executive officers own shares of our common stock or other equity-based holdings with values that are significant to them, they will have an incentive to act to maximize long-term stockholder value instead of short-term gain. We also believe that equity compensation is an integral component of our efforts to attract and retain exceptional executives, senior management and employees. In recent years, we have relied on stock options granted under our 2006 Equity Incentive Plan as the principal component of our equity compensation program. We believe this approach allows us to attract and retain key talent in our industry and aligns our executive team's interests with the long-term interests of our company and our stockholders.

        Under our 2006 Equity Incentive Plan, we have granted stock options with an exercise price not less than the fair market value of our common stock on the date of grant. These options have value only if the fair market value of our common stock increases over time. Typically, the stock options granted to our employees, including our executive officers, vest over four years, allowing them to serve as an effective retention tool while also motivating these executive officers to work toward corporate objectives that provide a meaningful return to our stockholders. However, from time to time, our compensation committee has approved executive grants of options containing accelerated vesting provisions upon termination without cause and resignation for good reason, as well as upon material change in control transactions. Our compensation committee believes these accelerated vesting provisions reflect current

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market practices, based on the collective knowledge and experiences of our compensation committee members, and allow us to attract and retain highly qualified executive officers. In addition, we believe these accelerated vesting provisions will allow our executive officers to focus on closing a transaction that may be in the best interest of our stockholders even though the transaction may otherwise result in a termination of their employment and, absent such accelerated vesting, a forfeiture of their unvested equity awards. Additional information regarding accelerated vesting prior to, upon or following a change in control is discussed below under "—Potential Payments Upon Termination or Change in Control."

        In 2011, our compensation committee did not make any new equity grants to Messrs. Palmieri, Brandenburg or Avon. The compensation committee was aware of the significant existing equity holdings of each of these three executives, including the substantial common stock holdings of Messrs. Palmieri and Brandenburg, and the recent 2009 option grant to Mr. Avon in connection with the commencement of his employment with us. The compensation committee determined that no additional awards were necessary to meet our compensation goals for 2011 with respect to these three officers. However, in March 2011, on the recommendation of our Chief Executive Officer, our compensation committee granted Mr. Root an option to purchase 360,740 shares of our common stock. The compensation committee determined, based on its members' experiences and individual knowledge, that this size of award was necessary to provide the necessary incentives to motivate and retain Mr. Root, given his key role in our company.

        Stock Repurchase. In December 2010, in connection with our Series D preferred stock financing in which we raised gross proceeds of $27.5 million, our board of directors authorized us to repurchase vested shares of our common stock from Messrs. Palmieri, Brandenburg and Root, in the respective amounts set forth in the table below, at a purchase price of $3.2572 per share. The purchase price per share was equal to the purchase price of the Series D preferred stock that had been negotiated with the Series D investors. The board acknowledged that this repurchase price reflected a premium of approximately $0.50 per share over the board's determination of our then-current fair market value per share of our common stock of $2.75 per share. The use of $7.5 million of the $27.5 million in proceeds for the stock repurchase had been specifically contemplated as part of the Series D preferred stock financing and was included in the letter of intent with the investors for the financing executed in early December 2010. Our board of directors decided to authorize the repurchase generally to allow our executive officers to recognize limited liquidity with respect to their equity holdings. Our board authorized the repurchase at a premium in recognition of the executives' long-term commitment to our company and their material role in our growth over the prior four years, and we have treated the premium as compensation for accounting and tax purposes. The repurchase was completed in December 2010 for Messrs. Palmieri and Brandenburg. To participate in the repurchase, Mr. Root exercised vested stock options in early January 2011, and the repurchase of the shares he received upon exercise occurred at that time.

Name	Number of Shares Repurchased		Aggregate Compensation Income(1)
Paul Palmieri(2)		1,101,006	$	558,430
Chris Brandenburg(2)		900,823		456,897
Stephen Root		300,761		152,546
Total		2,302,590	$	1,167,873

(1)

Equal to $0.5072 per share repurchased, representing the excess of the per-share purchase price of $3.2572 over the fair value of our common stock of $2.75 per share at the time of the transaction.



(2)

The compensation income recognized by Messrs. Palmieri and Brandenburg is not included in the 2011 Summary Compensation Table because their repurchases were completed in 2010.

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Post-Employment and Change in Control Compensation

        The initial terms and conditions of employment for each of our executive officers are set forth in key employee agreements. These key employee agreements provide for payment of continued salary and health insurance premiums for the first six months following either a termination without cause or resignation for good reason, in exchange for a release of claims. Messrs. Root's and Avon's key employee agreements also provide for accelerated vesting of specified equity awards in connection with a change in control. We have also granted stock options to each of our executive officers that provide for accelerated vesting of equity awards in connection with a change in control or the executive's termination without cause or resignation for good reason following a change in control.

        The amount and terms of these benefits reflect the negotiations of each of our executive officers with us. We consider these severance and change in control benefits critical to attracting and retaining high caliber executives and the compensation committee believes, based on their experiences, that these benefits are comparable to benefits provided to similarly situated executives at other private companies. We believe that appropriately structured severance benefits, including accelerated vesting provisions, minimize the distractions and reduce the risk that an executive voluntarily terminates his employment with us during times of uncertainty, such as before an acquisition is completed. We believe that our existing arrangements allow each executive officer to focus on continuing normal business operations and, for change in control benefits, on the success of a potential business combination, rather than on how business decisions that may be in the best interest of our stockholders will impact his own financial security.

        For a summary of the material terms and conditions of the severance and change in control arrangements, see "—Potential Payments Upon Termination or Change in Control."

Employee Benefits

        Our executive officers are entitled to participate in the same employee benefit plans, and on the same terms and conditions, as all other U.S. full-time employees. We provide standard health, dental, vision, life and disability insurance benefits to eligible employees. We also offer a broad-based 401(k) plan to eligible employees, which currently does not include a company match or discretionary contribution. We believe these benefits are consistent with the broad based employee benefits provided at the companies with whom we compete for talent and are important to attracting and retaining qualified employees.

        We offer only limited perquisites to our executive officers. In considering potential perquisites, we consider the cost to us as compared to the value of providing these perquisites. In 2011, we reimbursed Mr. Palmieri $10,200 toward the cost of secondary office space he leases near his home for company business and paid the costs of a business club membership for Mr. Palmieri, which he uses primarily for business purposes, of approximately $15,000. We believe these expenses are reasonable and appropriate, consistent with expenses covered by other companies for their chief executives and in the best interest of our company and our stockholders.

Equity Granting Policies

        We encourage our executive officers to hold a significant equity interest in our company, but we have not set specific ownership guidelines.

        We do not have any program, plan or obligation that requires us to grant equity compensation on specified dates and, because we have not been a public company, we have not made equity grants in connection with the release or withholding of material non-public information.

        In the absence of a public trading market for our common stock, our board of directors and our compensation committee have historically determined the fair market value of our common stock based upon consideration of a number of relevant factors including our financial condition, the likelihood of a liquidity event, the liquidation preference of our participating preferred stock, the price at which our preferred stock was sold, the enterprise values of comparable companies, our cash needs, operating losses,

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market conditions, material risks to our business and valuation reports obtained from independent valuation firms.

Tax and Accounting Considerations

        Deductibility of Executive Compensation. Section 162(m) of the Code limits the amount that a public company may deduct from federal income taxes for remuneration paid to executive officers, other than the chief financial officer, to $1.0 million each per year, unless specified requirements are met. Section 162(m) provides an exception from this deduction limitation for specified forms of "performance-based compensation," including the gain recognized by executive officers upon the exercise of compensatory stock options that are granted in accordance with the rules under Section 162(m). While our compensation committee is mindful of the benefit to us and our stockholders of the full deductibility of compensation, our compensation committee believes that it should not be constrained by the requirements of Section 162(m) where those requirements would impair flexibility in compensating our executive officers in a manner that the board believes will best promote our corporate objectives. Accordingly, we have not adopted a policy that requires that all compensation be deductible.

        Taxation of "Parachute" Payments and Deferred Compensation. Sections 280G and 4999 of the Code provide that specified service providers, including officers and directors, may be subject to an excise tax if they receive payments or benefits in connection with a change in control that exceed prescribed limits, and that their employer, a successor, or both, may forfeit a deduction on the amounts subject to this additional tax. Section 409A of the Code also imposes additional significant taxes on a service provider, including officers, if the service provider receives "deferred compensation" that does not meet the requirements of Section 409A of the Code. We have not provided any named executive officer with a "gross-up" or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Sections 280G, 4999, or 409A of the Code during 2011, and we have not agreed and are not otherwise obligated to do so.

        Accounting Treatment. Current U.S. authoritative accounting guidance on stock compensation requires companies to measure the compensation expense for share-based payment awards made to employees and directors, including stock options, based on the grant date "fair value" of these awards and to recognize this expense over the period during which the holder vests in the award. This calculation is performed for accounting purposes and is reported in the compensation tables below, even though our executive officers may never realize any value from their awards. The accounting impact of our equity compensation program is one of many factors that the compensation committee may consider in determining the size and structure of our program.

Compensation Recovery Policies

        Our board and our compensation committee have not determined whether they would attempt to recover bonuses from our executive officers if the performance objectives that led to the bonus determination were to be restated, or found not to have been met to the extent originally believed by our compensation committee. However, as a public company subject to Section 304 of the Sarbanes-Oxley Act of 2002, if we are required as a result of misconduct to restate our financial results due to our material noncompliance with any financial reporting requirements under the federal securities laws, our chief executive officer and chief financial officer may be legally required to reimburse us for any bonus or other incentive-based or equity-based compensation they receive. In addition, we will comply with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act and will adopt a compensation recovery policy once final regulations on the subject have been adopted.

Compensation Risk Assessment

        In connection with this offering, our compensation committee expects to review the potential risks associated with the structure and design of our various compensation plans, including a comprehensive review of the material compensation plans and programs for all employees. Our material plans and

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programs operate within our larger corporate governance and review structure that serves and supports risk mitigation.

2011 Summary Compensation Table

        The following table sets forth information regarding compensation earned by each of our named executive officers during the year ended December 31, 2011.

Name and Principal Position	Salary ($)		Bonus ($)		Option Awards ($)(1)		All Other Compensation ($)		Total ($)
Paul J. Palmieri, President and Chief Executive Officer(2)		220,000		210,000		—		25,439(3)		455,439
Chris Brandenburg, Executive Vice President and Chief Technology Officer		209,000		150,480		—		—		359,480
Stephen Root, Chief Operating Officer		209,000		150,480		469,991		152,546(4)		982,017
Michael Avon, Executive Vice President and Chief Financial Officer		209,000		150,480		—		—		359,480

(1)

This column reflects the full grant date fair value for options granted during the year as measured pursuant to ASC Topic 718 as stock-based compensation in our consolidated financial statements. Unlike the calculations contained in our financial statements, this calculation does not give effect to any estimate of forfeitures related to service-based vesting, but assumes that the executive will perform the requisite service for the award to vest in full. The assumptions we used in valuing options are described in note 8 to our consolidated financial statements included in this prospectus.



(2)

Mr. Palmieri is also a member of our board of directors but does not receive any additional compensation in his capacity as a director.



(3)

Represents payments in the aggregate amount of $10,200 to Mr. Palmieri for the cost of secondary office space and $15,239 in costs associated with a business club membership.



(4)

Represents compensation income recognized by Mr. Root in connection with our repurchase of 300,761 shares of our common stock from him, as described in more detail in "Compensation Discussion and Analysis—Executive Compensation Program Components—Stock Repurchase." Similar stock repurchases were completed for Messrs. Palmieri and Brandenburg in December 2010, but because those repurchases were completed in 2010, the compensation income recognized by those officers is not required to be disclosed in this 2011 Summary Compensation Table.

Grants of Plan-Based Awards During 2011

        The following table provides information with regard to each stock option award granted to each named executive officer under our equity incentive plans during 2011.

Name	Grant Date		All Other Option Awards: Number of Securities Underlying Options		Exercise or Base Price of Option Awards ($/sh)		Grant Date Fair Value of Option Awards ($)
Paul Palmieri		—		—		—		—
Chris Brandenburg		—		—		—		—
Stephen Root		3/22/2011		360,740		2.75		469,991
Michael Avon		—		—		—		—

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Outstanding Equity Awards at End of 2011

        The following table provides information about outstanding stock options held by each of our named executive officers at December 31, 2011. All of these options were granted under our 2006 equity incentive plan. Our named executive officers did not hold any restricted stock or other stock awards at the end of 2011.

Name	Number of Securities Underlying Unexercised Options (#) Exercisable			Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date
Paul Palmieri		6,875	(1)		3,125		0.736		03/30/2019
Chris Brandenburg		6,875	(2)		3,125		0.736		03/30/2019
Stephen Root		52,000	(3)		—		0.042		11/14/2016
		1,921,619	(4)		—		0.108		06/12/2017
		30,937	(5)		14,063		0.736		03/30/2019
		—	(6)		360,740		2.75		03/21/2021
Michael Avon		386,673	(7)		355,741		0.76		11/30/2019

(1)

25% of the total shares underlying this option vested on March 31, 2010. The remaining shares vest 1/48th monthly over 36 months thereafter, subject to continued service to us through each vesting date.



(2)

25% of the total shares underlying this option vested on March 31, 2010. The remaining shares vest 1/48th monthly over 36 months thereafter, subject to continued service to us through each vesting date.



(3)

12.5% of the total shares underlying this option vested quarterly starting on February 15, 2007.



(4)

25% of the total shares underlying this option vested on April 23, 2008. The remaining shares vested 1/48th monthly over 36 months thereafter.



(5)

25% of the total shares underlying this option vested on March 31, 2010. The remaining shares vest 1/48th monthly over 36 months thereafter, subject to continued service to us through each vesting date.



(6)

25% of the total shares underlying this option vest on April 1, 2012. The remaining shares vest 1/48th monthly over 36 months thereafter, subject to continued service to us through each vesting date.



(7)

25% of the total shares underlying this option vested on November 9, 2010. The remaining shares vest 1/48th monthly over 36 months thereafter, subject to continued service to us through each vesting date.

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Stock Option Exercises During 2011

        The following table shows information regarding options that were exercised by our named executive officers during the year ended December 31, 2011. Our named executive officers did not have any stock awards that vested in 2011.

Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)(1)
Paul Palmieri		—		—
Chris Brandenburg		—		—
Stephen Root		300,761		794,611
Michael Avon		—		—

(1)

The aggregate dollar amount realized upon the exercise of the option represents the amount by which the aggregate market price of the shares of our common stock on the date of exercise, as calculated using a per share value of $2.75, which is the assumed fair value as of the date of exercise, exceeds the aggregate exercise price of the option, as calculated using a per share exercise price of $0.108. This amount excludes additional compensation recognized by Mr. Root in connection with the repurchase of the shares received upon exercise of this option, as described under ``Compensation Discussion and Analysis—Executive Compensation Program Components—Stock Repurchase."

Pension Benefits

        Our named executive officers did not participate in, or otherwise receive any benefits under, any pension or retirement plan sponsored by us during 2011.

Nonqualified Deferred Compensation

        Our named executive officers did not earn any nonqualified deferred compensation benefits from us during 2011.

Potential Payments upon Termination of Employment and in Connection with Change in Control Arrangements

        We believe that reasonable severance benefits for our named executive officers are important because it may be difficult for them to find comparable employment within a short period of time. We also believe that it is important to protect our named executive officers in the event of a change in control transaction involving our company, as a result of which such officers might have their employment terminated. In addition, we believe that the interests of management should be aligned with those of our stockholders as much as possible, and we believe that providing protection upon a change in control is an appropriate counter to any disincentive such officers might otherwise perceive in regard to transactions that may be in the best interest of our stockholders. As a result of these considerations by our compensation committee, the employment agreements with our named executive officers provide for specified benefits to be paid if the executives are terminated under specified conditions or in connection with a change in control of our company.

Paul Palmieri

        Under the key employee agreement between us and Mr. Palmieri, effective July 21, 2006, if Mr. Palmieri is terminated by the company without cause, and other than as a result of death or disability, or resigns for good reason, he will receive (i) continuation of base salary for six months, and (ii) payment of that portion of healthcare premiums that the company was paying prior to the effective date of termination

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for six months, subject to him signing a release of claims. Additionally, under the stock option grant notice for an option to purchase 10,000 shares of our common stock granted on March 31, 2009, Mr. Palmieri is entitled to (i) acceleration of 50% of the then-unvested shares of stock subject to the option upon a change in control, and (ii) acceleration of 50% of the then-unvested shares of stock subject to the option if he is terminated by the company without cause or resigns for good reason within one month prior to or 12 months after a change in control.

        The following table sets forth quantitative estimates of the maximum payments that Mr. Palmieri would have received in the event of his termination or upon a change in control, assuming the event took place on December 31, 2011.

Termination or Change in Control Event	Salary Continuation			Continued Benefits			Equity Acceleration(1)			Total
Involuntary Termination	$	110,000	(2)	$	4,494	(3)		—		$	114,494
Change in control and involuntary termination		110,000	(2)		4,494	(3)	$	7,698	(4)		122,192
Change in control and employment continues		—			—			5,133	(5)		5,133

(1)

Amounts included in the table for stock option acceleration are calculated as the difference between an assumed fair market value of $4.02 per share of our common stock on December 31, 2011 and the exercise price of the option, multiplied by the number of accelerated shares.



(2)

Represents six months of base salary calculated at the rate in effect on December 31, 2011.



(3)

Represents the value of six months of healthcare premiums at an estimated value consistent with the value of that portion of healthcare premiums that we were paying on behalf of Mr. Palmieri in December 2011.



(4)

Represents the value of acceleration of vesting of 50% of the then-unvested shares of stock subject to an option granted on March 31, 2009 triggered by a change in control and acceleration of an additional 50% of the then-unvested shares underlying the same option in the event of termination prior to or following the change in control.



(5)

Represents the value of acceleration of vesting of 50% of the then-unvested shares of stock subject to an option granted on March 31, 2009 triggered by a change in control.

Chris Brandenburg

        Under the key employee agreement between us and Mr. Brandenburg, effective July 21, 2006, if Mr. Brandenburg is terminated by us without cause, and other than as a result of death or disability, or resigns for good reason, he will receive (i) continuation of base salary for six months, and (ii) payment of that portion of healthcare premiums that we were paying prior to the effective date of termination for six months, subject to him signing a release of claims. Additionally, under the stock option grant notice for an option to purchase 10,000 shares of our common stock granted on March 31, 2009, Mr. Brandenburg is entitled to (i) acceleration of 50% of the then-unvested shares of stock subject to the option upon a change in control, and (ii) acceleration of 50% of the then-unvested shares of stock subject to the option if he is terminated by us without cause or resigns for good reason within one month prior to or 12 months after a change in control.

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        The following table sets forth quantitative estimates of the maximum payments that Mr. Brandenburg would have received in the event of his termination, upon a change in control or both, assuming the event took place on December 31, 2011.

Termination or Change in Control Event	Salary Continuation			Continued Benefits			Equity Acceleration(1)			Total
Involuntary Termination	$	104,500	(2)	$	3,688	(3)		—		$	108,188
Change in control and involuntary termination		104,500	(2)		3,688	(3)	$	7,698	(4)		115,886
Change in control and employment continues		—			—			5,133	(5)		5,133

(1)

Amounts included in the table for stock option acceleration are calculated as the difference between an assumed fair market value of $4.02 per share of our common stock on December 31, 2011 and the exercise price of the option, multiplied by the number of accelerated shares.



(2)

Represents six months of base salary calculated at the rate in effect on December 31, 2011.



(3)

Represents the value of six months of healthcare premiums at an estimated value consistent with the value of that portion of healthcare premiums that we were paying on behalf of Mr. Brandenburg in December 2011.



(4)

Represents the value of acceleration of vesting of 50% of the then-unvested shares of stock subject to an option granted on March 31, 2009 triggered by a change in control and acceleration of an additional 50% of the then-unvested shares underlying the same option in the event of termination prior to or following the change in control.



(5)

Represents the value of acceleration of vesting of 50% of the then-unvested shares of stock subject to an option granted on March 31, 2009 triggered by a change in control.

Stephen Root

        Under the key employee agreement between us and Mr. Root, effective April 23, 2007, if Mr. Root is terminated by the company without cause, and other than as a result of death or disability, or resigns for good reason, he will receive (i) continuation of base salary for six months, and (ii) payment of that portion of healthcare premiums that we were paying prior to the effective date of termination for six months, subject to him signing a release of claims. Additionally, under the stock option grant notice for an option to purchase 45,000 shares of our common stock granted on March 31, 2009, Mr. Root is entitled to (i) acceleration of 50% of the then-unvested shares of stock subject to the option upon a change in control, and (ii) acceleration of 50% of the then-unvested shares of stock subject to the option if he is terminated by us without cause or resigns for good reason within one month prior to or 12 months after a change in control. Under the stock option grant notice for an option to purchase 360,740 shares of our common stock granted on March 22, 2011, Mr. Root is entitled to acceleration of 100% of the then-unvested shares of stock subject to the option upon a change in control, except that the acquiring or successor entity in the change in control may elect, on or prior to the date of the change in control, that 25% of the then-unvested shares, or any assets or property issued or issuable upon the exercise or conversion of such shares, such unvested shares, assets or property being referred to as the Retention Amount, may be placed into escrow and subject to forfeiture upon the earlier of the one-year anniversary of the closing of the change in control, or the last day upon which the unvested shares would otherwise have vested under the original vesting schedule of the option, such earlier date being referred to as the Release Date. If Mr. Root remains employed by us or our successor entity from the closing of the change in control through the Release Date, the Retention Amount will be released from escrow and delivered to Mr. Root on the Release Date. If Mr. Root is terminated by us without cause or resigns for good reason prior to the Release Date, the Retention Amount will be released from escrow and delivered to Mr. Root immediately on his termination

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date. If Mr. Root's employment with us is terminated other than by us without cause or upon his resignation for good reason, the Retention Amount will be forfeited.

        The following table sets forth quantitative estimates of the maximum payments that Mr. Root would have received in the event of his termination, upon a change in control or both, assuming the event took place on December 31, 2011.

Termination or Change in Control Event	Salary Continuation			Continued Benefits			Equity Acceleration(1)			Total
Involuntary Termination	$	104,500	(2)	$	4,494	(3)		—		$	114,494
Change in control and involuntary termination		104,500	(2)		4,494	(3)	$	492,779	(4)		601,773
Change in control and employment continues		—			—			481,233	(5)		481,233

(1)

Amounts included in the table for stock option acceleration are calculated as the difference between an assumed fair market value of $4.02 per share of our common stock on December 31, 2011 and the exercise price of the option, multiplied by the number of accelerated shares.



(2)

Represents six months of base salary calculated at the rate in effect on December 31, 2011.



(3)

Represents the value of six months of healthcare premiums at an estimated value consistent with the value of that portion of healthcare premiums that we were paying on behalf of Mr. Root in December 2011.



(4)

Represents the value of acceleration of vesting of (i) 50% of the then-unvested shares of stock subject to an option granted on March 31, 2009 triggered by a change in control and acceleration of an additional 50% of the then-unvested shares underlying the same option in the event of termination prior to or following the change in control, and (ii) 100% of the then-unvested shares of stock subject to an option granted on March 22, 2011 triggered by a change in control, assuming that no portion of the then-unvested shares, or any assets or property issued or issuable upon the exercise or conversion of such shares is placed into escrow.



(5)

Represents the value of acceleration of vesting of (i) 50% of the then-unvested shares of stock subject to an option granted March 31, 2009 triggered by a change in control, and (ii) 100% of the then-unvested shares of stock subject to an option granted March 22, 2011 triggered by a change in control, assuming that no portion of the then-unvested shares, or any assets or property issued or issuable upon the exercise or conversion of such shares is placed into escrow.

Michael Avon

        Under the key employee agreement between us and Mr. Avon, effective November 16, 2009, if Mr. Avon is terminated by us without cause, and other than as a result of death or disability, or resigns for good reason, he will receive (i) continuation of base salary for six months, (ii) payment of that portion of healthcare premiums that we were paying prior to the effective date of termination for six months, and (iii) acceleration of the greater of (a) 25% of the shares subject to an option to purchase 742,414 shares of our common stock granted on December 1, 2009, and (b) 50% of the then-unvested shares subject to such option, subject to him signing a release of claims. Additionally, under the key employee agreement and the stock option grant notice for the option granted on December 1, 2009, Mr. Avon is entitled to acceleration of 100% of the then-unvested shares of stock subject to the option upon a change in control, except that the acquiring or successor entity in the change in control may elect, on or prior to the date of the change in control that 25% of the then-unvested shares, or any assets or property issued or issuable upon the exercise or conversion of such shares, such unvested shares, assets or property being referred to as the Retention

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Amount, may be placed into escrow and subject to forfeiture upon the earlier of the one-year anniversary of the closing of the change in control, or the last day upon which the unvested shares would otherwise have vested under the original vesting schedule of the option, such earlier date being referred to as the Release Date. If Mr. Avon remains employed by us or our successor entity from the closing of the change in control through the Release Date, the Retention Amount will be released from escrow and delivered to Mr. Avon on the Release Date. If Mr. Avon is terminated by us without cause or resigns for good reason prior to the Release Date, the Retention Amount will be released from escrow and delivered to Mr. Avon immediately on his termination date. If Mr. Avon's employment with us is terminated other than by us without cause or upon his resignation for good reason, the Retention Amount will be forfeited.

        The following table sets forth quantitative estimates of the maximum payments that Mr. Avon would have received in the event of his termination or upon a change in control, assuming the event took place on December 31, 2011.

Termination or Change in Control Event	Salary Continuation			Continued Benefits			Equity Acceleration(1)			Total
Involuntary Termination	$	104,500	(2)	$	4,494	(3)	$	605,069	(4)	$	714,063
Change in control		—			—			1,159,712	(5)		1,159,712

(1)

Amounts included in the table for stock option acceleration are calculated as the difference between an assumed fair market value of $4.02 per share of our common stock on December 31, 2011 and the exercise price of the option, multiplied by the number of accelerated shares.



(2)

Represents six months of base salary calculated at the rate in effect on December 31, 2011.



(3)

Represents the value of six months of healthcare premiums at an estimated value consistent with the value of that portion of healthcare premiums that we were paying on behalf of Mr. Avon in December 2011.



(4)

Represents the value of acceleration of vesting of 25% of the shares of stock subject to an option granted on December 1, 2009, triggered by Mr. Avon's involuntary termination, which 25% of the shares subject to such option is greater than 50% of the then-unvested shares of stock subject to such stock option on December 31, 2011.



(5)

Represents the value of acceleration of vesting of 100% of the then-unvested shares of stock subject to an option granted on December 1, 2009 triggered by a change in control, assuming that no portion of the then-unvested shares, or any assets or property issued or issuable upon the exercise or conversion of such shares is placed into escrow.

Equity Incentive Plans

2012 Equity Incentive Plan

        We expect that our board of directors will adopt and our stockholders will approve prior to the closing of this offering our 2012 Equity Incentive Plan, or our 2012 plan. We do not expect to utilize our 2012 plan until after the closing of this offering, at which point no further grants will be made under our 2006 plan. No awards have been granted and no shares of our common stock have been issued under our 2012 plan. Our 2012 Plan will provide for the grant of incentive stock options within the meaning of Section 422 of the Code to our employees and our parent and subsidiary corporations' employees, and for the grant of nonstatutory stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights, performance stock awards and other forms of stock compensation to our employees, including officers, consultants and directors. Our 2012 plan will also provide for the grant of performance cash awards to our employees, consultants and directors.

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        Authorized Shares. The maximum number of shares of our common stock that may be issued under our 2012 plan is                        shares. The number of shares of our common stock reserved for issuance under our 2012 plan will automatically increase on January 1 of each year, for a period of ten years, from January 1, 2013 continuing through January 1, 2022, by the lesser of        % of the total number of shares of our common stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares determined by our board of directors.

        Shares issued under our 2012 plan may be authorized but unissued or reacquired shares of our common stock. Shares subject to stock awards granted under our 2012 plan that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, will not reduce the number of shares available for issuance under our 2012 plan. Additionally, shares issued pursuant to stock awards under our 2012 plan that we repurchase or that are forfeited, as well as shares reacquired by us as consideration for the exercise or purchase price of a stock award or to satisfy tax withholding obligations related to a stock award, will become available for future grant under our 2012 plan.

        Administration. Our board of directors, or a duly authorized committee thereof, has the authority to administer our 2012 plan. Our board of directors has delegated its authority to administer our 2012 plan to our compensation committee under the terms of the compensation committee's charter. Our board of directors may also delegate to one or more of our officers the authority to (i) designate employees other than officers to receive specified stock awards, and (ii) determine the number of shares of our common stock to be subject to such stock awards. Subject to the terms of our 2012 plan, the administrator has the authority to determine the terms of awards, including recipients, the exercise price or strike price of stock awards, if any, the number of shares subject to each stock award, the fair market value of a share of our common stock, the vesting schedule applicable to the awards, together with any vesting acceleration, the form of consideration, if any, payable upon exercise or settlement of the stock award and the terms and conditions of the award agreements for use under our 2012 plan.

        The administrator has the power to modify outstanding awards under our 2012 plan. Subject to the terms of our 2012 plan, the administrator has the authority to reprice any outstanding option or stock appreciation right, cancel and re-grant any outstanding option or stock appreciation right in exchange for new stock awards, cash or other consideration, or take any other action that is treated as a repricing under generally accepted accounting principles, with the consent of any adversely affected participant.

        Section 162(m) Limits. No participant may be granted stock awards covering more than                                    shares of our common stock under our 2012 plan during any calendar year pursuant to stock options, stock appreciation rights and other stock awards whose value is determined by reference to an increase over an exercise price or strike price of at least 100% of the fair market value of our common stock on the date of grant. Additionally, no participant may be granted in a calendar year a performance stock award covering more than                                     shares of our common stock or a performance cash award having a maximum value in excess of $            under our 2012 plan. Such limitations are designed to help assure that any deductions to which we would otherwise be entitled with respect to such awards will not be subject to the $1 million limitation on the income tax deductibility of compensation paid per covered executive officer imposed by Section 162(m) of the Code.

        Performance Awards. Our 2012 plan permits the grant of performance-based stock and cash awards that may qualify as performance-based compensation that is not subject to the $1 million limitation on the income tax deductibility of compensation paid per covered executive officer imposed by Section 162(m) of the Code. To help assure that the compensation attributable to performance-based awards will so qualify, our compensation committee can structure such awards so that the stock or cash will be issued or paid pursuant to such award only following the achievement of specified pre-established performance goals during a designated performance period.

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        Corporate Transactions. Our 2012 plan provides that in the event of a specified corporate transaction, including without limitation a consolidation, merger, or similar transaction involving our company, the sale, lease or other disposition of all or substantially all of the assets of our company or the consolidated assets of our company and our subsidiaries, or a sale or disposition of at least 50% of the outstanding capital stock of our company, the administrator will determine how to treat each outstanding stock award. The administrator may:

•

arrange for the assumption, continuation or substitution of an stock award by a successor corporation;

•

arrange for the assignment of any reacquisition or repurchase rights held by us to a successor corporation;

•

accelerate the vesting of the stock award and provide for its termination prior to the effective time of the corporate transaction;

•

arrange for the lapse, in whole or in part, of any reacquisition or repurchase right held by us; or

•

cancel the stock award prior to the transaction in exchange for a cash payment, which may be reduced by the exercise price payable in connection with the stock award.

        The administrator is not obligated to treat all stock awards or portions of stock awards, even those that are of the same type, in the same manner. The administrator may take different actions with respect to the vested and unvested portions of a stock award.

        Change in Control. The administrator may provide, in an individual award agreement or in any other written agreement between a participant and us, that the stock award will be subject to additional acceleration of vesting and exercisability in the event of a change in control. In the absence of such a provision, no such acceleration of the stock award will occur.

        Plan Amendment or Termination. Our board has the authority to amend, suspend, or terminate our 2012 plan, provided that such action does not materially impair the existing rights of any participant without such participant's written consent. No incentive stock options may be granted after the tenth anniversary of the date our board of directors adopted our 2012 plan.

2012 Employee Stock Purchase Plan

        We expect that our board will adopt and our stockholders will approve prior to the closing of this offering, our 2012 Employee Stock Purchase Plan, or our 2012 ESPP. We do not expect to grant purchase rights under our 2012 ESPP until after the closing of this offering.

        The maximum number of shares of our common stock that may be issued under our 2012 ESPP is                        shares. Additionally, the number of shares of our common stock reserved for issuance under our 2012 ESPP will automatically increase on January 1 of each year, beginning on January 1 of the year after the closing of this offering and ending on and including January 1, 2022, by the lesser of (i)         % of the total number of shares of our common stock outstanding on December 31 of the preceding calendar year, (ii)                         shares of our common stock, or (iii) such lesser number of shares of common stock as determined by our board of directors. Shares subject to purchase rights granted under our 2012 ESPP that terminate without having been exercised in full will not reduce the number of shares available for issuance under our 2012 ESPP.

        Our board of directors, or a duly authorized committee thereof, will administer our 2012 ESPP. Our board of directors has delegated its authority to administer our 2012 ESPP to our compensation committee under the terms of the compensation committee's charter.

        Employees, including executive officers, of ours or any of our designated affiliates may have to satisfy one or more of the following service requirements before participating in our 2012 ESPP, as determined by

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the administrator: (i) customary employment with us or one of our affiliates for more than 20 hours per week and more than five months per calendar year, or (ii) continuous employment with us or one of our affiliates for a minimum period of time, not to exceed two years, prior to the first date of an offering. An employee may not be granted rights to purchase stock under our 2012 ESPP if such employee (i) immediately after the grant would own stock possessing 5% or more of the total combined voting power or value of all classes of our common stock, or (ii) holds rights to purchase stock under our 2012 ESPP that would accrue at a rate that exceeds $25,000 worth of our stock for each calendar year that the rights remain outstanding.

        Our 2012 ESPP is intended to qualify as an employee stock purchase plan under Section 423 of the Code. The administrator may specify offerings with a duration of not more than 27 months, and may specify one or more shorter purchase periods within each offering. Each offering will have one or more purchase dates on which shares of our common stock will be purchased for the employees who are participating in the offering. The administrator, in its discretion, will determine the terms of offerings under our 2012 ESPP.

        Our 2012 ESPP permits participants to purchase shares of our common stock through payroll deductions up to 15% of their earnings. Unless otherwise determined by the administrator, the purchase price of the shares will be 85% of the lower of the fair market value of our common stock on the first day of an offering or on the date of purchase. Participants may end their participation at any time during an offering and will be paid their accrued contributions that have not yet been used to purchase shares. Participation ends automatically upon termination of employment with us.

        A participant may not transfer purchase rights under our 2012 ESPP other than by will, the laws of descent and distribution or as otherwise provided under our 2012 ESPP.

        In the event of a specified corporate transaction, such as our merger or change in control, a successor corporation may assume, continue or substitute each outstanding purchase right. If the successor corporation does not assume, continue or substitute for the outstanding purchase rights, the offering in progress will be shortened and a new exercise date will be set. The participants' purchase rights will be exercised on the new exercise date and such purchase rights will terminate immediately thereafter.

        Our board of directors has the authority to amend, suspend or terminate our 2012 ESPP, at any time and for any reason. Our 2012 ESPP will remain in effect until terminated by our board of directors in accordance with the terms of the 2012 ESPP.

2006 Equity Incentive Plan

        Our board of directors adopted, and our stockholders approved, the 2006 Equity Incentive Plan, or the 2006 plan, in July 2006. The 2006 plan was most recently amended by our board of directors and approved by our stockholders in December 2010. Our 2006 plan provides for the grant of incentive stock options to our employees and our affiliates' employees, and for the grant of nonstatutory stock options, stock bonuses and restricted stock awards to our employees, directors and consultants.

        Authorized Shares. There are 10,470,855 shares of our common stock reserved for issuance under our 2006 plan. As of December 31, 2011,                         shares of our common stock have been issued upon the exercise of options granted under our 2006 plan, options to purchase                        shares of our common stock were outstanding at a weighted average exercise price of $            per share, and                        shares remained available for future grant under our 2006 plan.

        Administration. Our board of directors, or a committee thereof appointed by our board of directors, administers our 2006 plan and the stock awards granted under it. Our board of directors has delegated its authority to administer our 2006 plan to our compensation committee under the terms of the compensation committee's charter. Following the closing of this offering, no further stock awards will be granted under our 2006 plan and all outstanding stock awards will continue to be governed by their existing

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terms. The administrator has the power to modify outstanding awards under our 2006 plan. Subject to the terms of our 2006 plan, the administrator has the authority to reduce the exercise price of any outstanding option under the 2006 plan or cancel and re-grant any outstanding option in exchange for a new stock option covering the same or a different number of shares of our common stock, with the consent of any adversely affected participant.

        Corporate Transactions. Our 2006 plan provides that in the event of a specified corporate transaction, including without limitation a consolidation, merger, or similar transaction involving our company, the sale, lease or other disposition of all or substantially all of the assets of our company or the consolidated assets of our company and our subsidiaries, or a sale or disposition of at least 90% of the outstanding capital stock of our company, the administrator will determine how to treat each outstanding stock award. The administrator may (i) arrange for the assumption, continuation or substitution of an stock award by a successor corporation and (ii) arrange for the assignment of any reacquisition or repurchase rights held by us to a successor corporation. If the successor corporation does not assume, continue or substitute any or all of such outstanding stock awards, (a) participants whose continuous service with us has not terminated prior to the effective time of the corporate transaction will have the opportunity to exercise the vested portion of their stock awards (if applicable) contingent upon the effectiveness of the corporate transaction and all such stock awards will terminate if not exercised prior to the effective time, and (b) reacquisition or repurchase rights held by us will lapse with respect to stock awards held by participants whose continuous service with us has not terminated prior to the effective time, contingent upon the effectiveness of the corporate transaction.

        Change in Control. The administrator may provide, in an individual award agreement or in any other written agreement between a participant and us, that the stock award will be subject to additional acceleration of vesting and exercisability in the event of a change in control. In the absence of such a provision, no such acceleration of the stock award will occur.

401(k) Plan

        We maintain a tax-qualified retirement plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees are able to defer eligible compensation subject to applicable annual Code limits. Currently, we do not make matching contributions or discretionary contributions to the 401(k) plan. Employees' pre-tax contributions are allocated to each participant's individual account and are then invested in selected investment alternatives according to the participants' directions. Employees are immediately and fully vested in their contributions. The 401(k) plan is intended to be qualified under Section 401(a) of the Code with the 401(k) plan's related trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan.

Limitations on Liability and Indemnification Matters

        Upon completion of this offering, our amended and restated certificate of incorporation will contain provisions that limit the liability of our current and former directors for monetary damages to the fullest extent permitted by Delaware law. Delaware law provides that directors of a corporation will not be personally liable for monetary damages for any breach of fiduciary duties as directors, except liability for:

•

any breach of the director's duty of loyalty to the corporation or its stockholders;

•

any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

•

unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or

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•

any transaction from which the director derived an improper personal benefit.

        This limitation of liability does not apply to liabilities arising under federal securities laws and does not affect the availability of equitable remedies such as injunctive relief or rescission.

        Our amended and restated certificate of incorporation and our amended and restated bylaws will provide that we are required to indemnify our directors to the fullest extent permitted by Delaware law. Our amended and restated bylaws will also provide that, upon satisfaction of certain conditions, we are required to advance expenses incurred by a director in advance of the final disposition of any action or proceeding, and permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in that capacity regardless of whether we would otherwise be permitted to indemnify him or her under the provisions of Delaware law. Our amended and restated bylaws will also provide our board of directors with discretion to indemnify our officers and employees when determined appropriate by the board. We have entered and expect to continue to enter into agreements to indemnify our directors, executive officers and other employees as determined by the board of directors. With certain exceptions, these agreements provide for indemnification for related expenses including, among other things, attorneys' fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding. We believe that these bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. We also maintain customary directors' and officers' liability insurance.

        The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder's investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions. At present, there is no pending litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought and we are not aware of any threatened litigation that may result in claims for indemnification.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

        The following is a summary of transactions since January 1, 2009 to which we have been a participant in which the amount involved exceeded or will exceed $120,000, and in which any of our directors, executive officers or holders of more than five percent of our capital stock, or any members of their immediate family, had or will have a direct or indirect material interest, other than compensation arrangements which are described under "Management—Executive Compensation" and "Management—Director Compensation."

Sales of Series C Convertible Preferred Stock

        In November 2009, we sold an aggregate of 10,759,630 shares of our Series C convertible preferred stock at a price of $1.48704 per share for an aggregate price of approximately $16.0 million, all of which shares were sold to entities affiliated with members of our board of directors and holders of more than five percent of our voting securities. The table below summarizes these sales.

Purchaser	Shares of Series C Convertible Preferred Stock Purchased		Aggregate Purchase Price
Entities affiliated with New Enterprise Associates, Inc.(1)		8,069,722	$	11,999,999
Entities affiliated with Charles River Ventures(2)		896,636		1,333,334
Entities affiliated with Columbia Capital(3)		896,636		1,333,334
Entities affiliated with Bessemer Venture Partners(4)		896,636		1,333,334
Total		10,759,630	$	16,000,000

(1)

Consists of 8,036,099 shares purchased by New Enterprise Associates 13, L.P. and 33,623 shares purchased by NEA Ventures 2009, L.P. Entities affiliated with New Enterprise Associates, Inc. are holders of more than five percent of our voting securities, and Patrick J. Kerins, a General Partner of New Enterprise Associates, Inc., is a member of our board of directors.



(2)

Consists of 872,156 shares purchased by Charles River Partnership XIII, LP and 24,480 shares purchased by Charles River Friends XIII-A, LP. Entities affiliated with Charles River Ventures are holders of more than five percent of our voting securities, and George Zachary, an affiliate of Charles River Ventures, is a member of our board of directors.



(3)

Consists of 794,412 shares purchased by Columbia Capital Equity Partners IV (QP), L.P., 97,741 shares purchased by Columbia Capital Equity Partners IV (QPCO), L.P. and 4,483 shares purchased by Columbia Capital Employee Investors IV, L.P. Entities affiliated with Columbia Capital are holders of more than five percent of our voting securities, and Arun Gupta, an affiliate of Columbia Capital, is a member of our board of directors.



(4)

Consists of 672,477 shares purchased by Bessemer Venture Partners VI L.P. and 224,159 shares purchased by Bessemer Venture Partners Co-Investment L.P. Entities affiliated with Bessemer Venture Partners are holders of more than five percent of our voting securities, and Robert P. Goodman, an executive manager of the general partner of the Bessemer funds holding the shares, is a member of our board of directors.

Sales of Series D Convertible Preferred Stock

        In December 2010, we sold an aggregate of 8,442,833 shares of our Series D convertible preferred stock at a price of $3.2572 per share for an aggregate price of approximately $27.5 million, all of which

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shares were sold to entities affiliated with members of our board of directors and holders of more than five percent of our voting securities. The table below summarizes these sales.

Purchaser	Shares of Series D Convertible Preferred Stock Purchased		Aggregate Purchase Price
Entities affiliated with New Enterprise Associates, Inc.(1)		1,758,302	$	5,727,141
Entities affiliated with Charles River Ventures(2)		1,853,961		6,038,722
Entities affiliated with Columbia Capital(3)		2,415,285		7,867,066
Entities affiliated with Bessemer Venture Partners(4)		2,415,285		7,867,066
Total		8,442,833	$	27,499,996

(1)

All shares purchased by New Enterprise Associates 13, L.P. Entities affiliated with New Enterprise Associates, Inc. are holders of more than five percent of our voting securities, and Patrick J. Kerins, a General Partner of New Enterprise Associates, Inc., is a member of our board of directors.



(2)

Consists of 1,803,345 shares purchased by Charles River Partnership XIII, LP and 50,616 shares purchased by Charles River Friends XIII-A, LP. Entities affiliated with Charles River Ventures are holders of more than five percent of our voting securities, and George Zachary, an affiliate of Charles River Ventures, is a member of our board of directors.



(3)

Consists of 2,139,919 shares purchased by Columbia Capital Equity Partners IV (QP), L.P., 263,290 shares purchased by Columbia Capital Equity Partners IV (QPCO), L.P. and 12,076 shares purchased by Columbia Capital Employee Investors IV, L.P. Entities affiliated with Columbia Capital are holders of more than five percent of our voting securities, and Arun Gupta, an affiliate of Columbia Capital, is a member of our board of directors.



(4)

Consists of 1,811,464 shares purchased by Bessemer Venture Partners VI L.P. and 603,821 shares purchased by Bessemer Venture Partners Co-Investment L.P. Entities affiliated with Bessemer Venture Partners are holders of more than five percent of our voting securities, and Robert P. Goodman, an executive manager of the general partner of the Bessemer funds holding the shares, is a member of our board of directors.

Investor Rights Agreement

        We have entered into a third amended and restated investor rights agreement with our preferred stockholders, including entities affiliated with New Enterprise Associates, Inc., Charles River Ventures, Columbia Capital and Bessemer Venture Partners. The third amended and restated investor rights agreement, among other things:

•

grants these stockholders specified registration rights with respect to shares of our common stock, including shares of common stock issued or issuable upon conversion of the shares of convertible preferred stock held by them;

•

obligates us to deliver periodic financial statements to some of the stockholders who are parties to the third amended and restated investor rights agreement, including entities affiliated with New Enterprise Associates, Inc., Charles River Ventures, Columbia Capital and Bessemer Venture Partners; and

•

grants a right of first refusal with respect to sales of our shares by us, subject to specified exclusions, which exclusions include the sale of the shares pursuant to this prospectus, to the stockholders who are parties to the third amended and restated investor rights agreement, including entities affiliated with New Enterprise Associates, Charles River Ventures, Columbia Capital and Bessemer Venture Partners.

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        For more information regarding the registration rights provided in this agreement, please refer to the section titled "Description of Capital Stock—Registration Rights." The provisions of this agreement other than those relating to registration rights will terminate upon completion of this offering. This summary discusses certain material provisions of the third amended and restated investor rights agreement and is qualified by the full text of the third amended and restated investor rights agreement filed as an exhibit to the registration statement of which this prospectus is a part.

Voting Agreement

        We have entered into a fourth amended and restated voting agreement with some of our stockholders, including Mr. Palmieri, our chief executive officer, Mr. Brandenburg, our chief technology officer, and entities affiliated with New Enterprise Associates, Inc., Charles River Ventures, Columbia Capital and Bessemer Venture Partners. The fourth amended and restated voting agreement, among other things:

•

provides for the voting of shares with respect to the constituency of our board of directors; and

•

provides for the voting of shares with respect to specified transactions approved by our board of directors and the requisite supermajority of holders of our outstanding preferred stock.

        The fourth amended and restated voting agreement will terminate upon completion of this offering.

Right of First Refusal and Co-Sale Agreement

        We have entered into a third amended and restated right of first refusal and co-sale agreement with some of our stockholders, including Messrs. Palmieri and Brandenburg and entities affiliated with New Enterprise Associates, Inc., Charles River Ventures, Columbia Capital and Bessemer Venture Partners. The third amended and restated right of first refusal and co-sale agreement, among other things:

•

grants our investors rights of first refusal and co-sale with respect to proposed transfers of our securities by specified stockholders; and

•

grants us rights of first refusal with respect to proposed transfers of our securities by specified stockholders.

        The third amended and restated right of first refusal and co-sale agreement will terminate upon completion of this offering.

Stock Repurchases and Secondary Stock Purchases

        In December 2010, we repurchased 1,101,006 shares of common stock from Mr. Palmieri, our chief executive officer, at a purchase price of $3.2572 per share, for gross proceeds to Mr. Palmieri of $3,586,197.

        In December 2010, we repurchased 900,823 shares of common stock from Mr. Brandenburg, our chief technology officer, at a purchase price of $3.2572 per share, for gross proceeds to Mr. Brandenburg of $2,934,161.

        In January 2011, we repurchased 300,761 shares of common stock from Stephen Root, our chief operating officer, at a purchase price of $3.2572 per share, for gross proceeds to Mr. Root of $979,639.

        In May 2011, Bear Creek Investors, LLC purchased 450,000 shares of our common stock from one of our former officers at a purchase price of $2.75 per share, for gross proceeds to the selling stockholder of $1,237,500. John D. Markley, Jr., one of our directors, is the managing member of Bear Creek Investors, LLC. In connection with this transaction, we waived our rights under the third amended and restated right of first refusal and co-sale agreement to purchase these shares.

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Consulting Arrangement with MediaLink

        We have entered into an agreement with Michael Kassan, the chief executive officer of MediaLink LLC, pursuant to which we are provided strategic advisory services. During the year ended December 31, 2011, we paid MediaLink $142,517 in the aggregate for these services. Wenda Harris Millard, a member of our board of directors, is the president of, and an owner of equity interests in, MediaLink.

Indemnification Agreements

        Our amended and restated certificate of incorporation will contain provisions limiting the liability of directors, and our amended and restated bylaws will provide that we will indemnify each of our directors to the fullest extent permitted under Delaware law. Our amended and restated certificate of incorporation and amended and restated bylaws will also provide our board of directors with discretion to indemnify our officers and employees when determined appropriate by the board. In addition, we have entered into an indemnification agreement with each of our directors. For more information regarding these agreements, see "Executive Compensation—Limitations on Liability and Indemnification Matters."

Related Person Transaction Policy

        Prior to this offering, we have not had a formal policy regarding approval of transactions with related parties. Prior to the completion of this offering, we expect to adopt a related person transaction policy that sets forth our procedures for the identification, review, consideration and approval or ratification of related person transactions. The policy will become effective immediately upon the execution of the underwriting agreement for this offering. For purposes of our policy only, a related person transaction is a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we and any related person are, were or will be participants in which the amount involves exceeds $120,000. Transactions involving compensation for services provided to us as an employee or director are not covered by this policy. A related person is any executive officer, director or beneficial owner of more than 5% of any class of our voting securities, including any of their immediate family members and any entity owned or controlled by such persons.

        Under the policy, if a transaction has been identified as a related person transaction, including any transaction that was not a related person transaction when originally consummated or any transaction that was not initially identified as a related person transaction prior to consummation, our management must present information regarding the related person transaction to our audit committee, or, if audit committee approval would be inappropriate, to another independent body of our board of directors, for review, consideration and approval or ratification. The presentation must include a description of, among other things, the material facts, the interests, direct and indirect, of the related persons, the benefits to us of the transaction and whether the transaction is on terms that are comparable to the terms available to or from, as the case may be, an unrelated third party or to or from employees generally. Under the policy, we will collect information that we deem reasonably necessary from each director, executive officer and, to the extent feasible, significant stockholder to enable us to identify any existing or potential related-person transactions and to effectuate the terms of the policy. In addition, under our Code of Business Conduct and Ethics, our employees and directors have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest. In considering related person transactions, our audit committee, or other independent body of our board of directors, will take into account the relevant available facts and circumstances including, but not limited to:

•

the risks, costs and benefits to us;

•

the impact on a director's independence in the event that the related person is a director, immediate family member of a director or an entity with which a director is affiliated;

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•

the availability of other sources for comparable services or products; and

•

the terms available to or from, as the case may be, unrelated third parties or to or from employees generally.

        The policy requires that, in determining whether to approve, ratify or reject a related person transaction, our audit committee, or other independent body of our board of directors, must consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, our best interests and those of our stockholders, as our audit committee, or other independent body of our board of directors, determines in the good faith exercise of its discretion.

        All of the transactions described above were entered into prior to the adoption of the written policy, but all were approved by our board of directors considering similar factors to those described above.

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PRINCIPAL AND SELLING STOCKHOLDERS

        The following table sets forth the beneficial ownership of our common stock as of December 31, 2011, as adjusted to reflect the sale of common stock offered by us and the selling stockholders in this offering, for:

•

each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our common stock;

•

each of our named executive officers;

•

each of our directors;

•

all of our executive officers and directors as a group; and

•

each of the selling stockholders.

        The percentage ownership information shown in the table is based upon 65,690,038 shares of common stock outstanding as of December 31, 2011, after giving effect to the conversion of all of our convertible preferred stock into 47,679,003 shares of common stock, which will occur automatically immediately prior to the closing of this offering.

        We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include shares of common stock issuable pursuant to the exercise of stock options or warrants that are either immediately exercisable or exercisable on or before February 29, 2012, which is 60 days after December 31, 2011. These shares are deemed to be outstanding and beneficially owned by the person holding those options or warrants for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.

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        Except as otherwise noted below, the address for persons listed in the table is c/o Millennial Media, Inc., 2400 Boston Street, Suite 201, Baltimore, Maryland 21224.

										Shares Beneficially Owned After this Offering if Underwriters' Option is Exercised in Full
									Number of Shares to be Sold if Underwriters' Option is Exercised in Full
	Shares Beneficially Owned Prior to this Offering						Shares Beneficially Owned After this Offering
						Number of Shares Offered
Name of Beneficial Owner	Shares		Percentage				Shares	Percentage		Shares	Percentage
Principal Stockholders:
Entities affiliated with Bessemer Venture Partners(1)		13,500,231		20.6	%
Entities affiliated with Columbia Capital(2)		13,500,231		20.6
Entities affiliated with Charles River Ventures(3)		10,362,712		15.8
Entities affiliated with New Enterprise Associates, Inc.(4)		9,828,024		15.0
Paul J. Palmieri(5)		7,396,910		11.3
Chris Brandenburg(6)		6,053,343		9.2
Named Executive Officers and Directors:
Michael Avon(7)		417,607		*
Stephen Root(7)		2,006,432		3.0
Wenda Harris Millard(7)		478,500		*
Patrick J. Kerins(4)		9,828,024		15.0
Robert P. Goodman(1)		13,500,231		20.6
John D. Markley, Jr.(8)		473,006		*
George Zachary(3)		10,362,712		15.8
Alan MacIntosh(9)		1,390,963		2.1
James A. Tholen(7)		46,012		*
Arun Gupta(2)		—		*
All current directors and executive officers as a group(10) (12 persons)		65,453,971		95.2	%
Other Selling Stockholders:

*

Represents beneficial ownership of less than 1%.



(1)

Consists of (i) 10,010,551 shares of common stock issuable upon conversion of shares of preferred stock held of record by Bessemer Venture Partners VI L.P.; (ii) 3,362,330 shares of common stock issuable upon conversion of shares of preferred stock held of record by Bessemer Venture Partners Co-Investment L.P.; and (iii) 127,350 shares of common stock issuable upon conversion of shares of preferred stock held of record by Bessemer Venture Partners VI Institutional L.P. Deer VI & Co. LLC is the general partner of each of Bessemer Venture Partners VI L.P., Bessemer Venture Partners Co-Investment L.P. and Bessemer Venture Partners VI Institutional L.P. (collectively referred to as the "Bessemer Venture Partners Entities"). David J. Cowan, J. Edmund Colloton, Robert M. Stavis, Robin S. Chandra and Robert P. Goodman (a member of our board of directors) are the executive managers of Deer VI & Co. LLC and share voting and dispositive power of the shares held by the Bessemer Venture Partners Entities, and each disclaims beneficial ownership of the shares identified in this footnote except to the extent of his respective proportionate pecuniary interest in such shares. The address for these entities is 1865 Palmer Avenue, Suite 104, Larchmont, NY 10538.

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(2)

Consists of (i) 11,935,636 shares of common stock issuable upon conversion of shares of preferred stock held of record by Columbia Capital Equity Partners IV (QP), L.P.; (ii) 1,468,526 shares of common stock issuable upon conversion of shares of preferred stock held of record by Columbia Capital Equity Partners IV (QPCO), L.P.; and (iii) 96,069 shares of common stock issuable upon conversion of shares of preferred stock held of record by Columbia Capital Employee Investors IV, L.P. Columbia Capital Equity Partners IV, L.P. is the general partner of Columbia Capital Equity Partners IV (QP) and Columbia Capital Equity Partners IV (QPCO), L.P. Columbia Capital IV, LLC is the general partner of Columbia Capital Equity Partners IV, L.P. and Columbia Capital Employee Investors IV, L.P. Columbia Capital IV, LLC has sole voting and investment power over the shares held directly and indirectly by the entities of which it is the general partner as described above. James B. Fleming, Jr., Harry F. Hopper III and R. Phillip Herget, III control Columbia Capital IV, LLC As a result, Messrs. Fleming, Hopper and Herget exercise voting and investment control over all the shares held by Columbia Capital Equity Partners IV (QP), L.P., Columbia Capital Equity Partners IV (QPCO), L.P. and Columbia Capital Employee Investors IV, L.P. and may be deemed to have beneficial ownership over all those shares. Arun Gupta, one of our directors, is a partner of entities affiliated with Columbia Capital, but he does not have beneficial ownership over the shares held by Columbia Capital Equity Partners IV (QP), L.P., Columbia Capital Equity Partners IV (QPCO), L.P. or Columbia Capital Employee Investors IV, L.P. The address for these entities is 201 North Union Street, Suite 301, Alexandria, VA 22314.



(3)

Consists of 10,079,791 shares of common stock issuable upon conversion of shares of preferred stock held of record by Charles River Partnership XIII, LP and 282,921 shares of common stock issuable upon conversion of shares of preferred stock held of record by Charles River Friends XIII-A, LP. Charles River XIII GP, LP is the General Partner of Charles River Partnership XIII, LP, and Charles River XIII GP, LLC is the General Partner of both Charles River XIII GP, LP and Charles River Friends XIII-A, LP. The Managing Members of Charles River XIII GP, LLC are Izhar Armony, Jon Auerbach, Bruce I. Sachs, William P. Tai and George Zachary (a member of our board of directors), none of whom has sole voting and dispositive power with respect to such shares. The address of the entities affiliated with Charles River Ventures is One Broadway, 15^th Floor, Cambridge, Massachusetts 02142.



(4)

Consists of 9,794,401 shares of common stock issuable upon conversion of shares of preferred stock held of record by New Enterprise Associates 13, L.P. ("NEA13") and 33,623 shares of common stock issuable upon conversion of shares of preferred stock held of record by NEA Ventures 2009, L.P. ("Ven 2009"). The shares directly held by NEA 13 are indirectly held by NEA Partners 13, L.P. ("NEA Partners 13"), the sole general partner of NEA 13, NEA 13 GP, LTD ("NEA 13 LTD"), the sole general partner of NEA Partners 13 and each of the individual Directors of NEA 13 LTD. The individual Directors (collectively, the "Directors") of NEA 13 LTD are M. James Barrett, Peter J. Barris, Forest Baskett, Ryan D. Drant, Patrick J. Kerins (a member of our board of directors), Krishna "Kittu" Kolluri, C. Richard Kramlich, David M. Mott, Scott D. Sandell, Ravi Viswanathan and Harry R. Weller. The shares directly held by Ven 2009 are indirectly held by Karen P. Welsh, the general partner of Ven 2009. NEA 13, NEA Partners 13, NEA 13 LTD and the Directors share voting and dispositive power with regard to the shares directly held by NEA 13. Karen P. Welsh, the general partner of Ven 2009, holds voting and dispositive power over the shares held by Ven 2009. All indirect holders of the above referenced shares disclaim beneficial ownership of all applicable shares except to the extent of their actual pecuniary interest therein. The principal business address of New Enterprise Associates, Inc. is 1954 Greenspring Drive, Suite 600, Timonium, MD 21093.

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(5)

Consists of 6,570,144 shares of common stock held directly by Mr. Palmieri and 819,475 shares of common stock held directly by The Paul Palmieri 2010 Grantor Retained Annuity Trust. Also includes 7,291 shares of common stock underlying options that are vested and exercisable within 60 days of December 31, 2011.



(6)

Consists of 5,396,052 shares of common stock held directly by Mr. Brandenburg and 650,000 shares of common stock held directly by The John Christopher Brandenburg 2010 Grantor Retained Annuity Trust. Also includes 7,291 shares of common stock underlying options that are vested and exercisable within 60 days of December 31, 2011.



(7)

Consists of shares of common stock underlying options that are vested and exercisable within 60 days of December 31, 2011.



(8)

Consists of 450,000 shares of common stock held directly by Bear Creek Investors, LLC and 23,006 shares of common stock underlying options that are vested and exercisable within 60 days of December 31, 2011. Mr. Markley is a managing member of Bear Creek Investors, LLC and has sole voting and dispositive power of the shares held by that entity.



(9)

Consists of 1,082,500 shares of common stock and 243,905 shares of common stock issuable upon conversion of shares of preferred stock held directly by Acta Wireless, LLC and 64,558 shares of common stock underlying options that are vested and exercisable within 60 days of December 31, 2011. Mr. MacIntosh is a managing member of Acta Wireless, LLC and shares voting and dispositive power of the shares held by that entity.



(10)

Consists of 14,968,171 shares of common stock, 47,435,103 shares of common stock issuable upon conversion of preferred stock and 3,050,697 shares of common stock underlying options that are vested and exercisable within 60 days of December 31, 2011.

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DESCRIPTION OF CAPITAL STOCK

The following description of our capital stock and provisions of our amended and restated certificate of incorporation and amended and restated bylaws are summaries. You should also refer to the amended and restated certificate of incorporation and the amended and restated bylaws, which are filed as exhibits to the registration statement of which this prospectus is part.

General

        Upon the completion of this offering, our amended and restated certificate of incorporation will authorize us to issue up to 100,000,000 shares of common stock, $0.001 par value per share, and 5,000,000 shares of preferred stock, $0.001 par value per share, all of which shares of preferred stock will be undesignated. Our board of directors may establish the rights and preferences of the preferred stock from time to time. As of                        , 2012, after giving effect to the conversion of all outstanding preferred stock into shares of common stock, there would have been                        shares of common stock issued and outstanding, held of record by                        stockholders.

Common Stock

Voting Rights

        Each holder of our common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors. Under our amended and restated certificate of incorporation and amended and restated bylaws, our stockholders will not have cumulative voting rights. Because of this, the holders of a majority of the shares of common stock entitled to vote in any election of directors can elect all of the directors standing for election, if they should so choose.

Dividends

        Subject to preferences that may be applicable to any then-outstanding preferred stock, holders of common stock are entitled to receive ratably those dividends, if any, as may be declared from time to time by the board of directors out of legally available funds.

Liquidation

        In the event of our liquidation, dissolution or winding up, holders of common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then-outstanding shares of preferred stock.

Rights and Preferences

        Holders of common stock have no preemptive, conversion or subscription rights and there are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate in the future.

Preferred Stock

        All currently outstanding shares of preferred stock will be converted automatically to common stock immediately prior to the completion of this offering.

        Following the completion of this offering, our board of directors will have the authority, without further action by our stockholders, to issue up to 5,000,000 shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, to fix the rights,

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preferences and privileges of the shares of each wholly unissued series and any qualifications, limitations or restrictions thereon, and to increase or decrease the number of shares of any such series, but not below the number of shares of such series then outstanding.

        Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of our common stock. The purpose of authorizing our board of directors to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in control of us and may adversely affect the market price of our common stock and the voting and other rights of the holders of our common stock. It is not possible to state the actual effect of the issuance of any shares of preferred stock on the rights of holders of common stock until the board of directors determines the specific rights attached to that preferred stock.

        We have no present plans to issue any shares of preferred stock.

Options

        As of December 31, 2011, under our 2006 equity incentive plan, options to purchase an aggregate of                        shares of common stock were outstanding. For additional information regarding the terms of these plans, see "Executive Compensation—Equity Incentive Plans."

Warrant

        We have outstanding an immediately exercisable warrant to purchase an aggregate of 50,750 shares of our Series B convertible preferred stock at an exercise price of $1.18 per share, which, following this offering, will be exercisable to purchase the same number of shares of our common stock at the same price per share. This warrant expires in October 2018.

        This warrant has a net exercise provision under which the holder may, in lieu of payment of the exercise price in cash, surrender the warrant and receive a net amount of shares based on the fair market value of our stock at the time of exercise of the warrant after deduction of the aggregate exercise price. The warrant contains a provision for the adjustment of the exercise price and the number of shares issuable upon the exercise of the warrant in the event of certain stock dividends, stock splits, reorganizations, reclassifications and consolidations.

        We have also granted registration rights to the warrant holder, as more fully described below under "—Registration Rights."

Registration Rights

        We and the holders of our existing preferred stock have entered into a third amended and restated investor rights agreement, or investor rights agreement. The registration rights provisions of this agreement provide those holders with demand and piggyback registration rights with respect to the shares of common stock currently held by them and issuable to them upon conversion of our convertible preferred stock in connection with our initial public offering.

        Pursuant to the terms of our currently outstanding warrant, the holder of the warrant has piggyback registration rights with respect to the shares of common stock issuable upon the conversion of the shares of preferred stock issuable upon exercise of the warrant.

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Demand Registration Rights

        At any time beginning upon the expiration of the lock-up period following this offering, as described below under "Shares Eligible for Future Sale—Lock-Up Agreements," the holders of at least 60% of the shares issuable upon conversion of our convertible preferred stock in the aggregate, or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $5,000,000, have the right to demand that we file up to a total of two registration statements. These registration rights are subject to specified conditions and limitations, including the right of the underwriters, if any, to limit the number of shares included in any such registration under specified circumstances. Upon such a request, we will be required to use our best efforts to effect the registration as soon as possible. An aggregate of                        shares of common stock will be entitled to these demand registration rights.

Piggyback Registration Rights

        At any time after the completion of this offering, if we propose to register any of our securities under the Securities Act either for our own account or for the account of other stockholders, the holders of shares of common stock that are issued upon conversion of our convertible preferred stock, some holders of shares of our common stock and the holder of our currently outstanding warrant will each be entitled to notice of the registration and will be entitled to include their shares of common stock in the registration statement. These piggyback registration rights are subject to specified conditions and limitations, including the right of the underwriters to limit the number of shares included in any such registration under specified circumstances. An aggregate of                        shares of common stock will be entitled to these piggyback registration rights.

Registration on Form S-3

        At any time after we become eligible to file a registration statement on Form S-3, holders of shares of our common stock that are issued upon conversion of our convertible preferred stock will be entitled, upon their written request, to have such shares registered by us on a Form S-3 registration statement at our expense, provided that such requested registration has an anticipated aggregate offering size to the public of at least $1.0 million and we have not already effected two registrations on Form S-3 within the preceding 12-month period and subject to other specified conditions and limitations. An aggregate of                         shares of common stock will be entitled to these Form S-3 registration rights.

Expenses of Registration

        We will pay all expenses relating to any demand, piggyback or Form S-3 registration, other than underwriting discounts and commissions, subject to specified conditions and limitations.

Termination of Registration Rights

        The registration rights granted under the investor rights agreement will terminate upon the fifth anniversary of the closing of this offering.

Anti-Takeover Provisions

Section 203 of the Delaware General Corporation Law

        We are subject to Section 203 of the Delaware General Corporation Law, which prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of

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three years after the date that such stockholder became an interested stockholder, with the following exceptions:

•

before such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

•

upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the voting stock outstanding, but not the outstanding voting stock owned by the interested stockholder, those shares owned (i) by persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

•

on or after such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 66²/3% of the outstanding voting stock that is not owned by the interested stockholder.

        In general, Section 203 defines a "business combination" to include the following:

•

any merger or consolidation involving the corporation and the interested stockholder;

•

any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;

•

subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;

•

any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; or

•

the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits by or through the corporation.

        In general, Section 203 defines an "interested stockholder" as an entity or person who, together with the person's affiliates and associates, beneficially owns, or within three years prior to the time of determination of interested stockholder status did own, 15% or more of the outstanding voting stock of the corporation.

Certificate of Incorporation and Bylaws to be in Effect Upon the Completion of this Offering

        Our amended and restated certificate of incorporation to be in effect upon the completion of this offering, or our restated certificate, will provide for our board of directors to be divided into three classes with staggered three-year terms. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Because our stockholders do not have cumulative voting rights, stockholders holding a majority of the shares of common stock outstanding will be able to elect all of our directors. Our restated certificate and our amended and restated bylaws to be effective upon the completion of this offering, or our restated bylaws, will also provide that directors may be removed by the stockholders only for cause upon the vote of 66²/3% or more of our outstanding common stock. Furthermore, the authorized number of directors may be changed only by resolution of the board of directors, and vacancies and newly created directorships on the board of directors may, except as otherwise required by law or determined by the board, only be filled by a majority vote of the directors then serving on the board, even though less than a quorum.

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        Our restated certificate and restated bylaws will also provide that all stockholder actions must be effected at a duly called meeting of stockholders and will eliminate the right of stockholders to act by written consent without a meeting. Our restated bylaws will also provide that only our chairman of the board, chief executive officer or the board of directors pursuant to a resolution adopted by a majority of the total number of authorized directors may call a special meeting of stockholders.

        Our restated bylaws will also provide that stockholders seeking to present proposals before a meeting of stockholders to nominate candidates for election as directors at a meeting of stockholders must provide timely advance notice in writing, and will specify requirements as to the form and content of a stockholder's notice.

        Our restated certificate and restated bylaws will provide that the stockholders cannot amend many of the provisions described above except by a vote of 66²/3% or more of our outstanding common stock.

        The combination of these provisions will make it more difficult for our existing stockholders to replace our board of directors as well as for another party to obtain control of us by replacing our board of directors. Since our board of directors has the power to retain and discharge our officers, these provisions could also make it more difficult for existing stockholders or another party to effect a change in management. In addition, the authorization of undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change our control.

        These provisions are intended to enhance the likelihood of continued stability in the composition of our board of directors and its policies and to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to reduce our vulnerability to hostile takeovers and to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and may have the effect of delaying changes in our control or management. As a consequence, these provisions may also inhibit fluctuations in the market price of our stock that could result from actual or rumored takeover attempts. We believe that the benefits of these provisions, including increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure our company, outweigh the disadvantages of discouraging takeover proposals, because negotiation of takeover proposals could result in an improvement of their terms.

Transfer Agent and Registrar

        The transfer agent and registrar for our common stock is                        . The transfer agent's address is                                    .

Listing

        We intend to apply for listing of our common stock on the                        under the trading symbol "                  ."

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SHARES ELIGIBLE FOR FUTURE SALE

        Prior to this offering, no public market existed for our common stock. Future sales of shares of our common stock in the public market after this offering, or the perception that these sales could occur, could adversely affect prevailing market prices for our common stock and could impair our future ability to raise equity capital.

        Based on the number of shares outstanding on                        , upon completion of this offering and assuming no exercise of the underwriters' option to purchase additional shares,                         shares of common stock will be outstanding, assuming no outstanding options or warrants are exercised. All of the shares of common stock sold in this offering will be freely tradable without restrictions or further registration under the Securities Act, except for any shares sold to our "affiliates," as that term is defined under Rule 144 under the Securities Act. The remaining                        shares of common stock held by existing stockholders are "restricted securities," as that term is defined in Rule 144 under the Securities Act. Restricted securities may be sold in the public market only if registered or if their resale qualifies for exemption from registration described below under Rule 144 promulgated under the Securities Act.

        As a result of contractual restrictions described below and the provisions of Rules 144 and 701, the shares sold in this offering and the restricted securities will be available for sale in the public market as follows:

•

the                        shares sold in this offering and                        of the existing restricted shares will be eligible for immediate sale upon the completion of this offering;

•

approximately                        restricted shares will be eligible for sale in the public market 90 days after the date of this prospectus, subject to the volume, manner of sale and other limitations under Rule 144 and Rule 701; and

•

approximately                        restricted shares will be eligible for sale in the public market upon expiration of lock-up agreements 180 days after the date of this prospectus, which date may be extended in specified circumstances, subject in certain circumstances to the volume, manner of sale and other limitations under Rule 144 and Rule 701.

Rule 144

        In general, persons who have beneficially owned restricted shares of our common stock for at least six months, and any affiliate of the company who owns either restricted or unrestricted shares of our common stock, are entitled to sell their securities without registration with the SEC under an exemption from registration provided by Rule 144 under the Securities Act.

Non-Affiliates

        Any person who is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale may sell an unlimited number of restricted securities under Rule 144 if:

•

the restricted securities have been held for at least six months, including the holding period of any prior owner other than one of our affiliates;

•

we have been subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale; and

•

we are current in our Exchange Act reporting at the time of sale.

        Any person who is not deemed to have been an affiliate of ours at the time of, or at any time during the three months preceding, a sale and has held the restricted securities for at least one year, including the holding period of any prior owner other than one of our affiliates, will be entitled to sell an unlimited

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number of restricted securities without regard to the length of time we have been subject to Exchange Act periodic reporting or whether we are current in our Exchange Act reporting.

Affiliates

        Persons seeking to sell restricted securities who are our affiliates at the time of, or any time during the three months preceding, a sale, would be subject to the restrictions described above. They are also subject to additional restrictions, by which such person would be required to comply with the manner of sale and notice provisions of Rule 144 and would be entitled to sell within any three-month period only that number of securities that does not exceed the greater of either of the following:

•

1% of the number of shares of our common stock then outstanding, which will equal approximately                        shares immediately after the completion of this offering based on the number of shares outstanding as of                        ; or

•

the average weekly trading volume of our common stock on the                        during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

        Additionally, persons who are our affiliates at the time of, or any time during the three months preceding, a sale may sell unrestricted securities under the requirements of Rule 144 described above, without regard to the six month holding period of Rule 144, which does not apply to sales of unrestricted securities.

Rule 701

        Rule 701 under the Securities Act, as in effect on the date of this prospectus, permits resales of shares in reliance upon Rule 144 but without compliance with certain restrictions of Rule 144, including the holding period requirement. Most of our employees, executive officers or directors who purchased shares under a written compensatory plan or contract may be entitled to rely on the resale provisions of Rule 701, but all holders of Rule 701 shares are required to wait until 90 days after the date of this prospectus before selling their shares. However, substantially all Rule 701 shares are subject to lock-up agreements as described below and in the section of this prospectus titled "Underwriting" and will become eligible for sale upon the expiration of the restrictions set forth in those agreements.

Form S-8 Registration Statements

        As soon as practicable after the completion of this offering, we intend to file with the SEC one or more registration statements on Form S-8 under the Securities Act to register the shares of our common stock that are issuable pursuant to our 2006 and 2012 equity incentive plans and our 2012 employee stock purchase plan. These registration statements will become effective immediately upon filing. Shares covered by these registration statements will then be eligible for sale in the public markets, subject to vesting restrictions, any applicable lock-up agreements described below and Rule 144 limitations applicable to affiliates.

Lock-Up Agreements

        In connection with this offering, we, all of our directors and officers, and holders of substantially all of our outstanding stock, options and warrant immediately prior to this offering, including all of the selling stockholders, have agreed that, without the prior written consent of Morgan Stanley & Co. LLC on behalf of the underwriters, we and they will not, subject to certain exceptions, during the period ending 180 days after the date of this prospectus:

•

offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of common stock (including, without limitation, shares of common stock that may be

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deemed to be beneficially owned by us or them in accordance with the rules and regulations of the Securities and Exchange Commission and shares of common stock that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for common stock;

•

enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock; or

•

make any demand for or exercise any right or file or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of common stock or securities convertible, exercisable or exchangeable into common stock or any of our other securities, other than a registration statement on Form S-8 with respect to our 2006 Equity Incentive Plan and 2012 Equity Incentive Plan described in this prospectus.

        The agreements are subject to certain exceptions, and are also subject to extension for up to an additional 34 days, as set forth in the section of this prospectus titled "Underwriting."

        The agreements do not contain any pre-established conditions to the waiver by Morgan Stanley & Co. LLC on behalf of the underwriters of any terms of the lock-up agreements. Any determination to release shares subject to the lock-up agreements would be based on a number of factors at the time of determination, including but not necessarily limited to the market price of the common stock, the liquidity of the trading market for the common stock, general market conditions, the number of shares proposed to be sold, contractual obligations to release certain shares subject to the lock-up agreements in the event any such shares are released, subject to certain specific limitations and thresholds, and the timing, purpose and terms of the proposed sale.

Registration Rights

        Upon the completion of this offering, the holders of                        shares of our common stock issuable upon the conversion of our preferred stock and                        shares of our common stock issuable upon the exercise of outstanding warrants, or their transferees, as well as additional shares that may be acquired by certain holders after the completion of this offering, will be entitled to specified rights with respect to the registration of their shares under the Securities Act. Registration of these shares under the Securities Act would result in the shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of the registration. See "Description of Capital Stock—Registration Rights" for additional information.

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MATERIAL U.S. FEDERAL TAX CONSIDERATIONS

        The following is a general discussion of the material U.S. federal income and estate tax considerations applicable to non-U.S. holders with respect to their ownership and disposition of shares of our common stock issued pursuant to this offering. All prospective non-U.S. holders of our common stock should consult their own tax advisors with respect to the U.S. federal, state, local and non-U.S. tax consequences of the purchase, ownership and disposition of our common stock. In general, a non-U.S. holder means a beneficial owner of our common stock (other than a partnership or an entity or arrangement treated as a partnership for U.S. federal income tax purposes) that is not, for U.S. federal income tax purposes:

•

an individual who is a citizen or resident of the United States;

•

a corporation created or organized in the United States or under the laws of the United States or of any state thereof or the District of Columbia;

•

an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

•

a trust if (1) a U.S. court can exercise primary supervision over the trust's administration and one or more U.S. persons have the authority to control all of the trust's substantial decisions or (2) the trust has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person.

        This discussion is based on current provisions of the U.S. Internal Revenue Code of 1986, as amended, which we refer to as the Code, existing U.S. Treasury Regulations promulgated thereunder, published administrative rulings and judicial decisions, all as in effect as of the date of this prospectus. These laws are subject to change and to differing interpretation, possibly with retroactive effect. Any change or differing interpretation could alter the tax consequences to non-U.S. holders described in this prospectus.

        We assume in this discussion that a non-U.S. holder holds shares of our common stock as a capital asset within the meaning of Section 1221 of the Code (generally, for investment). This discussion does not address all aspects of U.S. federal income and estate taxation that may be relevant to a particular non-U.S. holder in light of that non-U.S. holder's individual circumstances, nor does it address any aspects of U.S. state, local or non-U.S. taxes. This discussion also does not consider any specific facts or circumstances that may apply to a non-U.S. holder and does not address the special tax rules applicable to particular non-U.S. holders, such as holders that own, or are deemed to own, more than 5% of our capital stock (except to the extent specifically set forth below), real estate investment trusts, regulated investment companies, corporations that accumulate earnings to avoid U.S. federal income tax, tax-exempt organizations, banks, financial institutions, insurance companies, brokers, dealers or traders in securities, commodities or currencies, tax-qualified retirement plans, holders subject to the alternative minimum tax, holders who hold or receive our common stock pursuant to the exercise of employee stock options or otherwise as compensation, holders holding our common stock as part of a hedge, straddle or other risk reduction strategy, conversion transaction or other integrated investment, holders deemed to sell our common stock under the constructive sale provisions of the Code, controlled foreign corporations, passive foreign investment companies and certain former U.S. citizens or long-term residents.

        In addition, this discussion does not address the tax treatment of partnerships (or entities or arrangements that are treated as partnerships for United States federal income tax purposes) or persons that hold their common stock through such partnerships. If a partnership, including any entity or arrangement treated as a partnership for United States federal income tax purposes, holds shares of our common stock, the U.S. federal income tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership. Such partners and partnerships should consult their own tax advisors regarding the tax consequences of the purchase, ownership and disposition of our common stock.

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        There can be no assurance that the Internal Revenue Service, which we refer to as the IRS, will not challenge one or more of the tax consequences described herein, and we have not obtained, nor do we intend to obtain, a ruling with respect to the U.S. federal income or estate tax consequences to a non-U.S. holder of the purchase, ownership or disposition of our common stock.

Distributions on Our Common Stock

        Distributions, if any, on our common stock generally will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. If a distribution exceeds our current and accumulated earnings and profits, the excess will be treated as a tax-free return of the non-U.S. holder's investment, up to such holder's adjusted tax basis in the common stock. Any remaining excess will be treated as capital gain from the sale or exchange of such common stock, subject to the tax treatment described below in "Gain on Sale, Exchange or Other Taxable Disposition of Our Common Stock."

        Dividends paid to a non-U.S. holder will generally be subject to withholding of U.S. federal income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty between the United States and such holder's country of residence.

        Dividends that are treated as effectively connected with a trade or business conducted by a non-U.S. holder within the United States and, if an applicable income tax treaty so provides, that are attributable to a permanent establishment or a fixed base maintained by the non-U.S. holder within the United States, are generally exempt from the 30% withholding tax if the non-U.S. holder satisfies applicable certification and disclosure requirements. However, such U.S. effectively connected income, net of specified deductions and credits, is taxed at the same graduated U.S. federal income tax rates applicable to U.S. persons (as defined in the Code). Any U.S. effectively connected income received by a non-U.S. holder that is a corporation may also, under certain circumstances, be subject to an additional "branch profits tax" at a 30% rate or such lower rate as may be specified by an applicable income tax treaty between the United States and such holder's country of residence.

        A non-U.S. holder of our common stock who claims the benefit of an applicable income tax treaty between the United States and such holder's country of residence generally will be required to provide a properly executed IRS Form W-8BEN (or successor form) and satisfy applicable certification and other requirements. Non-U.S. holders are urged to consult their tax advisors regarding their entitlement to benefits under a relevant income tax treaty.

        A non-U.S. holder that is eligible for a reduced rate of U.S. withholding tax under an income tax treaty may obtain a refund or credit of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.

Gain on Sale, Exchange or Other Disposition of Our Common Stock

        In general, a non-U.S. holder will not be subject to any U.S. federal income tax or withholding tax on any gain realized upon such holder's sale, exchange or other disposition of shares of our common stock unless:

•

the gain is effectively connected with a U.S. trade or business of the non-U.S. holder and, if an applicable income tax treaty so provides, is attributable to a permanent establishment or a fixed base maintained in the United States by such non-U.S. holder, in which case the non-U.S. holder generally will be taxed at the graduated U.S. federal income tax rates applicable to U.S. persons (as defined in the Code) and, if the non-U.S. holder is a foreign corporation, the branch profits tax described above in "Distributions on Our Common Stock" also may apply;

•

the non-U.S. holder is a nonresident alien individual who is present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are met, in

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which case the non-U.S. holder will be subject to a 30% tax on the net gain derived from the disposition, which may be offset by U.S. source capital losses of the non-U.S. holder, if any (even though the individual is not considered a resident of the United States); or

•

our common stock constitutes a U.S. real property interest because we are, or have been, at any time during the five-year period preceding such disposition (or the non-U.S. holder's holding period, if shorter) a "U.S. real property holding corporation." Even if we are or become a U.S. real property holding corporation, provided that our common stock is regularly traded on an established securities market, our common stock will be treated as a U.S. real property interest only with respect to a non-U.S. holder that holds more than 5% of our outstanding common stock, directly or indirectly, actually or constructively, during the shorter of the 5-year period ending on the date of the disposition or the period that the non-U.S. holder held our common stock. In such case, such non-U.S. holder generally will be taxed on its net gain derived from the disposition at the graduated U.S. federal income tax rates applicable to U.S. persons (as defined in the Code), and withholding tax would not apply. Generally, a corporation is a U.S. real property holding corporation only if the fair market value of its U.S. real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests plus its other assets used or held for use in a trade or business. Although there can be no assurance, we do not believe that we are, or have been, a U.S. real property holding corporation, or that we are likely to become one in the future. No assurance can be provided that our common stock will be regularly traded on an established securities market for purposes of the rules described above.

U.S. Federal Estate Tax

        Shares of our common stock that are owned or treated as owned at the time of death by an individual who is not a citizen or resident of the United States, as specifically defined for U.S. federal estate tax purposes, are considered U.S. situs assets and will be included in the individual's gross estate for U.S. federal estate tax purposes. Such shares, therefore, may be subject to U.S. federal estate tax, unless an applicable estate tax or other treaty provides otherwise.

Backup Withholding and Information Reporting

        We must report annually to the IRS and to each non-U.S. holder the gross amount of the dividends on our common stock paid to such holder and the tax withheld, if any, with respect to such dividends. Non-U.S. holders will have to comply with specific certification procedures to establish that the holder is not a U.S. person (as defined in the Code) in order to avoid backup withholding at the applicable rate with respect to dividends on our common stock. Dividends paid to non-U.S. holders subject to the U.S. withholding tax, as described above in "Distributions on Our Common Stock," generally will be exempt from U.S. backup withholding.

        Information reporting and backup withholding will generally apply to the proceeds of a disposition of our common stock by a non-U.S. holder effected by or through the U.S. office of any broker, U.S. or foreign, unless the holder certifies its status as a non-U.S. holder and satisfies certain other requirements, or otherwise establishes an exemption. Generally, information reporting and backup withholding will not apply to a payment of disposition proceeds to a non-U.S. holder where the transaction is effected outside the United States through a non-U.S. office of a broker. However, for information reporting purposes, dispositions effected through a non-U.S. office of a broker with substantial U.S. ownership or operations generally will be treated in a manner similar to dispositions effected through a U.S. office of a broker. Non-U.S. holders should consult their own tax advisors regarding the application of the information reporting and backup withholding rules to them.

        Copies of information returns may be made available to the tax authorities of the country in which the non-U.S. holder resides or is incorporated under the provisions of a specific treaty or agreement.

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        Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a non-U.S. holder may be allowed as a credit against the non-U.S. holder's U.S. federal income tax liability, if any, and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS.

Recent Legislation Relating to Foreign Accounts

        Recently enacted legislation may impose withholding taxes on certain types of payments made to "foreign financial institutions" and certain other non-U.S. entities. Under this legislation, the failure to comply with additional certification, information reporting and other specified requirements could result in withholding tax being imposed on payments of dividends and sales proceeds to U.S. holders who own shares of our common stock through foreign accounts or foreign intermediaries and certain non-U.S. holders. The legislation imposes a 30% withholding tax on dividends on, or gross proceeds from the sale or other disposition of, our common stock paid to a foreign financial institution or to a foreign non-financial entity, unless (1) the foreign financial institution undertakes certain diligence and reporting obligations or (2) the foreign non-financial entity either certifies it does not have any substantial U.S. owners or furnishes identifying information regarding each substantial U.S. owner. In addition, if the payee is a foreign financial institution, it must enter into an agreement with the U.S. Treasury requiring, among other things, that it undertake to identify accounts held by certain U.S. persons or U.S.-owned foreign entities, annually report certain information about such accounts and withhold 30% on payments to account holders whose actions prevent it from complying with these reporting and other requirements. Under certain transition rules, any obligation to withhold under the legislation with respect to dividends on our common stock will not begin until January 1, 2014 and with respect to the gross proceeds of a sale or other disposition of our common stock will not begin until January 1, 2015. Prospective investors should consult their tax advisors regarding this legislation.

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UNDERWRITING

        Under the terms and subject to the conditions in an underwriting agreement dated the date of this prospectus, the underwriters named below, for whom Morgan Stanley & Co. LLC, Goldman, Sachs & Co. and Barclays Capital Inc. are acting as representatives, have severally agreed to purchase, and we and the selling stockholders have agreed to sell to them, severally, the number of shares of our common stock indicated below:

Name	Number of Shares
Morgan Stanley & Co. LLC
Goldman, Sachs & Co.
Barclays Capital Inc.
Allen & Company LLC
Stifel, Nicolaus & Company, Incorporated
Total

        The underwriters and the representatives are collectively referred to as the "underwriters" and the "representatives," respectively. The underwriters are offering the shares of common stock subject to their acceptance of the shares from us and the selling stockholders and subject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the shares of common stock offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated to take and pay for all of the shares of common stock offered by this prospectus if any such shares are taken. However, the underwriters are not required to take or pay for the shares covered by the underwriters' option to purchase additional shares described below. The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters' right to reject any order in whole or in part.

        The underwriters initially propose to offer part of the shares of common stock directly to the public at the offering price listed on the cover page of this prospectus and part to certain dealers. After the initial offering of the shares of common stock, the offering price and other selling terms may from time to time be varied by the representatives.

        We and the selling stockholders have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to                        additional shares of common stock at the public offering price listed on the cover page of this prospectus, less underwriting discounts and commissions. The underwriters may exercise this option solely for the purpose of covering sales of shares additional to the total number set forth in the table above, if any, made in connection with the offering of the shares of common stock offered by this prospectus. To the extent the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase approximately the same percentage of the additional shares of common stock as the number listed next to the underwriter's name in the preceding table bears to the total number of shares of common stock listed next to the names of all underwriters in the preceding table.

        The following table shows the per share and total public offering price, underwriting discounts and commissions, and proceeds before expenses to us and the selling stockholders. These amounts are shown

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assuming both no exercise and full exercise of the underwriters' option to purchase up to an additional                        shares of common stock.

	Per Share	Total No Exercise	Total Full Exercise
Public offering price	$	$	$
Underwriting discounts and commissions to be paid by:
Us
The selling stockholders
Proceeds, before expenses, to us
Proceeds, before expenses, to selling stockholders

        The estimated offering expenses payable by us, exclusive of the underwriting discounts and commissions, are approximately $                        .

        The underwriters have informed us that they do not intend sales to discretionary accounts to exceed        % of the total number of shares of common stock offered by them.

        We have applied to list our common stock on the                                    under the symbol "            ."

        We, all of our directors and officers and holders of substantially all of our outstanding stock, stock options and warrants, including all of the selling stockholders, have agreed that, subject to certain exceptions, without the prior written consent of Morgan Stanley & Co. LLC on behalf of the underwriters, we and they will not, during the period ending 180 days after the date of the final prospectus relating to this offering:

•

offer for sale, sell, pledge, or otherwise dispose of, or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of, any shares of common stock, including, without limitation, shares of common stock that may be deemed to be beneficially owned by us or them in accordance with the rules and regulations of the Securities and Exchange Commission and shares of common stock that may be issued upon exercise of any options or warrants, or securities convertible into or exercisable or exchangeable for common stock;

•

enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock; or

•

make any demand for or exercise any right or file or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of common stock or securities convertible, exercisable or exchangeable into common stock or any of our other securities, other than a registration statement on Form S-8 with respect to our 2006 Equity Incentive Plan and 2012 Equity Incentive Plan described in this prospectus.

        The lock-up restrictions described in the foregoing do not apply solely to us with respect to, among other things:

•

the sale of shares to the underwriters;

•

the issuance by us of shares of common stock upon the exercise of an option outstanding on the date of this prospectus, provided that no public reports or filings reporting the transaction shall be required or shall be voluntarily made in respect of the issuance during the first 30 days of the restricted period and for any issuance thereafter any public reports or filings reporting the transaction that shall be required or shall be voluntarily made in respect of the issuance during the remainder of the restricted period shall include an appropriate footnote clearly indicating that the filing relates to the exercise of a stock option, that no shares were sold by the reporting person and that the shares received upon exercise of the stock option are subject to a lock-up;

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•

the issuance by us of shares of common stock or other securities convertible into or exercisable for shares of our common stock pursuant to any employee benefit plan that has been described in this prospectus, provided that no public reports or filings reporting the transaction shall be required or shall be voluntarily made in respect of the issuance during the first 30 days of the restricted period and for any issuance thereafter any public reports or filings reporting the transaction that shall be required or shall be voluntarily made in respect of the issuance during the remainder of the restricted period shall include an appropriate footnote clearly indicating that the filing relates to an award pursuant to our stock plans, that no shares were sold by the reporting person and that the shares or other securities received are subject to a lock-up; and

•

the entry into an agreement providing for the issuance by us of shares of our common stock or any security convertible into or exercisable for shares of our common stock in connection with (i) the acquisition by us or any of our subsidiaries of the securities, business, property or other assets of another person or entity or pursuant to an employee benefit plan assumed by us in connection with any such acquisition, and the issuance of any such securities pursuant to any such agreement or (ii) joint ventures, commercial relationships or other strategic transactions, and the issuance of any such securities pursuant to any such agreement; provided, that the aggregate number of shares of our common stock that we may sell or issue or agree to sell or issue pursuant to the foregoing clauses (i) and (ii) shall not exceed 5% of the total number of shares of our common stock issued and outstanding on the immediately following the completion of this offering (as well as any issuance and sale of any option exercised by the underwriters); and provided further, that any such securities issued shall be subject to transfer restrictions substantially similar to those applicable to our stockholders.

        The lock-up restrictions described in the foregoing do not apply solely to our directors, officers and holders of substantially all of our outstanding stock, stock options and warrants, including the selling stockholders, with respect to, among other things:

•

the sale of shares to the underwriters;

•

the issuance by us of shares of common stock upon the exercise of an option outstanding on the date of this prospectus, provided that no public reports or filings reporting the transaction shall be required or shall be voluntarily made in respect of the issuance during the first 30 days of the restricted period and for any issuance thereafter any public reports or filings reporting the transaction that shall be required or shall be voluntarily made in respect of the issuance during the remainder of the restricted period shall include a appropriate footnote clearly indicating that the filing relates to the exercise of a stock option, that no shares were sold by the reporting person and that the shares received upon exercise of the stock option are subject to a lock-up;

•

transfers of shares of common stock or any security convertible into common stock as (i) a bona fide gift, (ii) by will or intestacy to any trust for the direct or indirect benefit of the undersigned or any spouse, domestic partner, parent, sibling, child or grandchild of the stockholder, or (iii) to trust, or to affiliates of a stockholder, including limited partners, members, or stockholders of the stockholder, provided that in the case of any such transfer or distribution, the transferee agrees to be bound in writing by the terms of the lock-up agreement prior to such transfer, such transfer involves no disposition for value and no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of common stock shall be required or shall be voluntarily made in respect of the transfer or distribution during the 180-day restricted period;

•

transactions relating to shares of common stock or other securities acquired in open market transactions after the completion of the offering of the shares, provided that no filing under Section 16 of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of common stock or other securities acquired in such open market transactions during the restricted period;

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•

the disposition of shares of common stock to us in a transaction exempt from Section 16(b) of the Exchange Act solely in connection with the payment of taxes due with respect to the vesting of restricted stock or restricted stock units, insofar as such restricted stock or restricted stock units is or are outstanding on the date of this prospectus and provided that no public reports or filings reporting the transaction shall be required or shall be voluntarily made in respect of the issuance during the first 30 days of the restricted period;

•

transfers to us in connection with the repurchase of shares of our common stock issued pursuant to employee benefit plans disclosed in this prospectus or pursuant to agreements pursuant to which such shares of our common stock were issued; or

•

the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act, for the transfer of shares of common stock, provided that such plan does not provide for the transfer of common stock during the restricted period.

        The 180-day restricted period described in the preceding paragraph will be extended if:

•

during the last 17 days of the 180-day restricted period we issue an earnings release or a material news event relating to us occurs; or

•

prior to the expiration of the 180-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 180-day period,

in which case the restrictions described in the foregoing paragraph will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or material event.

        Morgan Stanley & Co. LLC, in its sole discretion, may release the common stock and other securities subject to the lock-up agreements described above in whole or in part at any time with or without notice. At least three business days before the effectiveness of any release or waiver of the restrictions described above in connection with any transfer of shares of common stock by an officer or director, Morgan Stanley & Co. LLC will notify us of the impending release or waiver of any restriction and we have agreed to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver, except where the release or waiver is effected solely to permit a transfer of common stock that is not for consideration and where the transferee has agreed in writing to be bound by the same terms as the lock-up agreements described above to the extent and for the duration that such terms remain in effect at the time of transfer.

        In order to facilitate the offering of the common stock, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the common stock. Specifically, the underwriters may sell more shares than they are obligated to purchase under the underwriting agreement, creating a short position. A short sale is covered if the short position is no greater than the underwriters' option to purchase additional shares from the selling stockholders in the offering. The underwriters can close out a covered short sale by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to close out a covered short sale, the underwriters will consider, among other things, the open market price of shares compared to the price available at which they may purchase additional shares pursuant to the option granted to them. The underwriters may also sell shares in excess of their option to purchase additional shares, creating a naked short position. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market after pricing that could adversely affect investors who purchase in this offering. As an additional means of facilitating this offering, the underwriters may bid for, and purchase, shares of common stock in the open market to stabilize the price of the common stock. The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the

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representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions. These activities may raise or maintain the market price of the common stock above independent market levels or prevent or retard a decline in the market price of the common stock. The underwriters are not required to engage in these activities and may end any of these activities at any time.

        The company and the selling stockholders have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act of 1933.

        The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments of the issuer. The underwriters and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

        A prospectus in electronic format may be made available on websites maintained by one or more underwriters, or selling group members, if any, participating in this offering. The representatives may agree to allocate a number of shares of common stock to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters that may make internet distributions on the same basis as other allocations.

Pricing of the Offering

        Prior to this offering, there has been no public market for our common stock. The initial public offering price was determined by negotiations between us and the representatives. Among the factors considered in determining the initial public offering price were our future prospects and those of our industry in general, our sales, earnings and certain other financial and operating information in recent periods, and the price-earnings ratios, price-sales ratios, market prices of securities, and certain financial and operating information of companies engaged in activities similar to ours.

Selling Restrictions

European Economic Area

        In relation to each Member State of the European Economic Area that has implemented the Prospectus Directive (each, a "Relevant Member State") an offer to the public of any shares of our common stock may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member State of any shares of our common stock may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

        (a)   to any legal entity that is a qualified investor as defined in the Prospectus Directive;

        (b)   to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or

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        (c)   in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of shares of our common stock shall result in a requirement for the publication by us or any underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive.

        For the purposes of this provision, the expression an "offer to the public" in relation to any shares of our common stock in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any shares of our common stock to be offered so as to enable an investor to decide to purchase any shares of our common stock, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State, and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

United Kingdom

        Each underwriter has represented and agreed that:

        (a)   it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the shares of our common stock in circumstances in which Section 21(1) of the FSMA does not apply to us; and

        (b)   it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares of our common stock in, from or otherwise involving the United Kingdom.

Hong Kong

        The shares may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a "prospectus" within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Singapore

        This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

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        Where the shares are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the shares under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.

Japan

        The securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the Financial Instruments and Exchange Law) and each underwriter has agreed that it will not offer or sell any securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

144

LEGAL MATTERS

        The validity of the shares of common stock being offered by this prospectus will be passed upon for us by Cooley LLP, Reston, Virginia. As of the date of this prospectus, GC&H Investments, LLC, an entity that includes current and former partners and associates of Cooley LLP, beneficially owns 97,560 shares of our redeemable convertible preferred stock, which will be converted into 97,560 shares of our outstanding common stock upon completion of this offering. In addition, Cooley LLP is the beneficial holder of 2,307 shares of our common stock. Certain legal matters in connection with this offering will be passed upon for the underwriters by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Washington, DC.

EXPERTS

        The consolidated financial statements of Millennial Media, Inc. at December 31, 2009 and 2010, and for each of the three years in the period ended December 31, 2010, appearing in this prospectus and registration statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

        We have filed with the SEC a registration statement on Form S-1 under the Securities Act, with respect to the shares of common stock being offered by this prospectus. This prospectus does not contain all of the information in the registration statement and its exhibits. For further information with respect to Millennial Media and the common stock offered by this prospectus, we refer you to the registration statement and its exhibits. Statements contained in this prospectus as to the contents of any contract or any other document referred to are not necessarily complete, and in each instance, we refer you to the copy of the contract or other document filed as an exhibit to the registration statement. Each of these statements is qualified in all respects by this reference.

        You can read our SEC filings, including the registration statement, over the internet at the SEC's website at www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facilities at 100 F Street, N.E., Washington, D.C. 20549. You may also obtain copies of these documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities.

        Upon completion of this offering, we will be subject to the information reporting requirements of the Exchange Act, and we will file reports, proxy statements and other information with the SEC. These reports, proxy statements and other information will be available for inspection and copying at the public reference room and web site of the SEC referred to above. We also maintain a website at www.millennialmedia.com, at which you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The information contained in, or that can be accessed through, our website is not part of, and is not incorporated into, this prospectus.

145

Millennial Media, Inc.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of December 31, 2009 and 2010	F-3
Consolidated Statements of Operations for the years ended December 31, 2008, 2009 and 2010	F-4
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2008, 2009 and 2010	F-5
Consolidated Statements of Changes in Stockholders' Deficit for the years ended December 31, 2008, 2009 and 2010	F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2009 and 2010	F-7
Notes to Consolidated Financial Statements	F-8
Unaudited Condensed Consolidated Balance Sheets as of December 31, 2010 and September 30, 2011	F-27
Unaudited Condensed Consolidated Statements of Operations for the nine months ended September 30, 2010 and 2011	F-28
Unaudited Condensed Consolidated Statements of Comprehensive Loss for the nine months ended September 30, 2010 and 2011	F-29
Unaudited Condensed Consolidated Statement of Changes in Stockholders' Deficit for the nine months ended September 30, 2011	F-30
Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2010 and 2011	F-31
Notes to Unaudited Condensed Consolidated Financial Statements	F-32

F-1

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of Millennial Media, Inc.

        We have audited the accompanying consolidated balance sheets of Millennial Media, Inc. as of December 31, 2010 and 2009, and the related consolidated statements of operations, comprehensive loss, stockholders' deficit, and cash flows for each of the three years in the period ended December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Millennial Media, Inc. at December 31, 2010 and 2009, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2010, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Baltimore, Maryland
January 5, 2012

F-2

Millennial Media, Inc.
Consolidated Balance Sheets
(in thousands, except share and per share data)

	December 31,
	2009			2010
Assets
Current assets:
Cash and cash equivalents	$	19,171		$	27,803
Accounts receivable, net of allowances of $209 and $1,034 as of December 31, 2009 and 2010, respectively		6,485			19,978
Prepaid expenses and other current assets		58			352
Total current assets		25,714			48,133
Property and equipment, net		318			741
Intangible assets, net		—			66
Other assets and deferred financing fees		104			175
Total assets	$	26,136		$	49,115
Liabilities, redeemable convertible preferred stock and stockholders' deficit
Current liabilities:
Accounts payable and accrued expenses	$	305		$	1,020
Accrued cost of revenue		5,617			13,054
Accrued payroll and payroll related expenses		1,861			3,137
Deferred revenue		22			351
Current portion of long term debt		1,000			—
Total current liabilities		8,805			17,562
Long term debt, net of current portion		1,238			—
Series B warrant outstanding		26			105
Other long-term liabilities		121			140
Total liabilities		10,190			17,807
Redeemable convertible preferred stock:
Series A-1 preferred stock, $0.001 par value, 6,341,465 shares authorized, issued and outstanding as of December 31, 2009 and 2010; liquidation preference of $1,758 as of December 31, 2010		1,640			1,757
Series A-2 preferred stock, $0.001 par value, 9,448,220 shares authorized, issued and outstanding as of December 31, 2009 and 2010; liquidation preference of $6,573 as of December 31, 2010		6,138			6,571
Series B preferred stock, $0.001 par value, 12,737,605 shares authorized, 12,686,855 issued and outstanding as of December 31, 2009 and 2010; liquidation preference of $18,587 as of December 31, 2010		17,354			18,576
Series C preferred stock, $0.001 par value, 10,759,630 shares authorized, issued and outstanding, as of December 31, 2009 and 2010; liquidation preference of $17,278 as of December 31, 2010		16,070			17,216
Series D preferred stock, $0.001 par value, 8,442,833 shares authorized, 0 and 8,442,833 shares issued and outstanding, as of December 31, 2009 and 2010, respectively; liquidation preference of $27,542 as of December 31, 2010		—			27,502
Total redeemable convertible preferred stock		41,202			71,622
Stockholders' deficit:
Common stock, $0.001 par value, 74,892,833 shares authorized, 17,161,885 and 16,258,297 shares issued and outstanding, as of December 31, 2009 and 2010, respectively		17			16
Additional paid-in capital		—			—
Accumulated other comprehensive loss		—			(11	)
Accumulated deficit		(25,273	)		(40,319	)
Total stockholders' deficit		(25,256	)		(40,314	)
Total liabilities, redeemable convertible preferred stock and stockholders' deficit	$	26,136		$	49,115

See accompanying notes.

F-3

Millennial Media, Inc.
Consolidated Statements of Operations

	Year Ended December 31,
	2008			2009			2010
	(in thousands, except share and per share data)
Revenue	$	6,281		$	16,220		$	47,828
Cost of revenue		4,992			11,596			31,602
Gross profit		1,289			4,624			16,226
Operating expenses:
Sales and marketing		3,463			4,609			8,508
Research and development		663			1,095			2,175
General and administrative		5,682			6,326			12,535
Total operating expenses		9,808			12,030			23,218
Loss from operations		(8,519	)		(7,406	)		(6,992	)
Other income (expense):
Interest income		174			6			2
Interest expense		(14	)		(150	)		(30	)
Other expense		—			—			(79	)
Total other income (expense)		160			(144	)		(107	)
Loss before income taxes		(8,359	)		(7,550	)		(7,099	)
Income tax expense		—			—			(22	)
Net loss		(8,359	)		(7,550	)		(7,121	)
Accretion of dividends on redeemable convertible preferred stock		(1,542	)		(1,793	)		(2,933	)
Net loss attributable to common stockholders	$	(9,901	)	$	(9,343	)	$	(10,054	)
Net loss per share:
Basic and diluted	$	(0.60	)	$	(0.56	)	$	(0.56	)
Pro forma, basic and diluted (unaudited)							$	(0.12	)
Weighted average common shares outstanding:
Basic and diluted		16,377,394			16,783,411			17,965,893
Pro forma, basic and diluted (unaudited)								57,387,112
Stock-based compensation expense included above:
Sales and marketing	$	20		$	99		$	128
Research and development		4			12			12
General and administrative		105			101			272

See accompanying notes.

F-4

Millennial Media, Inc.
Consolidated Statements of Comprehensive Loss

	Year Ended December 31,
	2008			2009			2010
	(in thousands)
Net loss	$	(8,359	)	$	(7,550	)	$	(7,121	)
Other comprehensive loss:
Foreign currency translation adjustments		—			—			(11	)
Total comprehensive loss	$	(8,359	)	$	(7,550	)	$	(7,132	)

See accompanying notes.

F-5

Millennial Media, Inc.
Consolidated Statements of Changes in Stockholders' Deficit

	Common Stock									Accumulated Other Comprehensive Loss
							Additional Paid-In Capital						Accumulated Deficit			Total Stockholders' Deficit
	Shares			Amount
	(in thousands, except share and per share data)
Balance, January 1, 2008		16,311,350		$	3		$	—		$	—		$	(6,401	)	$	(6,398	)
Exercise of stock options		145,910			—			15			—			—			15
Accretion of dividends on redeemable convertible preferred stock		—			—			(144	)		—			(1,398	)		(1,542	)
Accretion of issuance costs on redeemable convertible preferred stock		—			—			—			—			(10	)		(10	)
Stock-based compensation expense		—			—			129			—			—			129
Net loss		—			—			—			—			(8,359	)		(8,359	)
Balance, December 31, 2008		16,457,260			3			—			—			(16,168	)		(16,165	)
Five-for-one stock dividend		—			13			(13	)		—			—			—
Exercise of stock options		704,625			1			52			—			—			53
Accretion of dividends on redeemable convertible preferred stock		—			—			(251	)		—			(1,542	)		(1,793	)
Accretion of issuance costs on redeemable convertible preferred stock		—			—			—			—			(13	)		(13	)
Stock-based compensation expense		—			—			212			—			—			212
Net loss		—			—			—			—			(7,550	)		(7,550	)
Balance, December 31, 2009		17,161,885			17			—			—			(25,273	)		(25,256	)
Company repurchase and retirement of common stock		(2,001,829	)		(2	)		—			—			(5,503	)		(5,505	)
Exercise of stock options		1,098,241			1			126			—			—			127
Accretion of dividends on redeemable convertible preferred stock		—			—			(538	)		—			(2,395	)		(2,933	)
Accretion of issuance costs on redeemable convertible preferred stock		—			—			—			—			(27	)		(27	)
Stock-based compensation expense		—			—			412			—			—			412
Net loss		—			—			—			—			(7,121	)		(7,121	)
Foreign currency translation adjustments		—			—			—			(11	)		—			(11	)
Balance, December 31, 2010		16,258,297		$	16		$	—		$	(11	)	$	(40,319	)	$	(40,314	)

See accompanying notes.

F-6

Millennial Media, Inc.
Consolidated Statements of Cash Flows

	Year Ended December 31,
	2008			2009			2010
	(in thousands)
Cash flows from operating activities
Net loss	$	(8,359	)	$	(7,550	)	$	(7,121	)
Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities:
Non-cash stock-based compensation expense		129			212			412
Non-cash change in fair value of Series B warrant		—			—			79
Bad debt expense		63			161			870
Depreciation and amortization		106			146			223
Amortization of discount on long-term debt		1			13			12
Amortization of deferred financing fees		1			13			13
Changes in assets and liabilities:
Accounts receivable		(1,568	)		(4,366	)		(14,370	)
Prepaid expenses and other current assets		421			4			(294	)
Other assets		(91	)		—			(84	)
Accounts payable and accrued expenses		71			64			716
Accrued cost of revenue		994			3,879			7,436
Accrued payroll and payroll related expenses		(85	)		1,171			1,276
Other long-term liabilities		27			93			20
Deferred revenue		(66	)		(13	)		329
Net cash and cash equivalents used in operating activities		(8,356	)		(6,173	)		(10,483	)
Cash flows from investing activities
Proceeds from the disposition of property and equipment		11			—			—
Payments for acquisitions, net of cash acquired		—			—			(72	)
Purchases of property and equipment		(363	)		(79	)		(640	)
Net cash and cash equivalents used in investing activities		(352	)		(79	)		(712	)
Cash flows from financing activities
Repayment of long-term debt		—			(750	)		(2,250	)
Proceeds from issuance of long-term debt		3,000			—			—
Payment of deferred financing fees		(27	)		—			—
Proceeds from exercises of stock options		15			53			127
Issuance of Series C preferred shares, less offering costs		—			15,920			—
Issuance of Series D preferred shares, less offering costs		—			—			27,459
Repurchase and retirement of common shares		—			—			(5,505	)
Net cash and cash equivalents provided by financing activities		2,988			15,223			19,831
Effect of exchange rates on cash and cash equivalents		—			—			(4	)
Net (decrease) increase in cash and cash equivalents		(5,720	)		8,971			8,632
Cash and cash equivalents, beginning of year		15,920			10,200			19,171
Cash and cash equivalents, end of year	$	10,200		$	19,171		$	27,803
Supplemental disclosure of cash flow information
Cash paid for interest	$	—		$	126		$	27
Supplemental disclosure of noncash investing and financing activities
Accretion of dividends on redeemable convertible preferred stock	$	1,542		$	1,793		$	2,933
Accretion of issuance costs on redeemable convertible preferred stock	$	10		$	13		$	27

See accompanying notes.

F-7

Millennial Media, Inc.
Notes to Consolidated Financial Statements

1. Description of Business

        Millennial Media, Inc. (the "Company") was incorporated in the state of Delaware in May 2006. The Company is engaged in the business of providing mobile advertising solutions to advertisers and developers. Its technology, tools and services help developers to maximize their advertising revenue, acquire users and gain insight about their users. The Company offers advertisers significant audience reach, sophisticated targeting capabilities and the ability to deliver rich and engaging ad experiences to consumers on their mobile connected devices.

2. Summary of Significant Accounting Policies

Principles of Consolidation

        The consolidated financial statements include the accounts of Millennial Media, Inc. and its wholly-owned subsidiary after elimination of all intercompany accounts and transactions.

Unaudited Pro Forma Presentation

        The unaudited pro forma net loss per share for the year ended December 31, 2010 assumes (i) the conversion of all outstanding shares of redeemable convertible preferred stock into an aggregate of 47,679,003 shares of common stock upon the completion of the Company's initial public offering as of January 1, 2010 or upon issuance of the redeemable convertible preferred stock by the Company, if later, and (ii) the conversion of the Series B warrant to a common stock warrant as of January 1, 2010. The amounts recorded to reflect the accretion of dividends on redeemable convertible preferred stock and to adjust the Series B warrant to fair value have been added back to net loss to arrive at pro forma net loss.

        The Company believes that the unaudited pro forma net loss per share provides material information to investors, as the conversion of the Company's redeemable convertible preferred stock to common stock and the conversion of the Series B warrant to a common stock warrant is expected to occur upon the closing of an initial public offering, and therefore the disclosure of pro forma net loss per share provides a measure of net loss per share that is comparable to what will be reported by the Company as a public company.

Recently Adopted Accounting Pronouncements

        In June 2011, the FASB issued Accounting Standards Update ("ASU") No. 2011-05, "Comprehensive Income: Presentation of Comprehensive Income," which amends current comprehensive income guidance. This ASU eliminates the option to present the components of other comprehensive income as part of the statement of shareholders' (deficit) equity. Instead, it requires entities to report components of comprehensive income (loss) in either a single continuous statement of net income (loss) and comprehensive income (loss) or in two separate but consecutive statements. In October 2011, the FASB proposed a deferral of the requirement of ASU No. 2011-05 to present certain reclassifications of other comprehensive income on the face of the income statement. Companies, however, would still be required to adopt the other requirements of this pronouncement. ASU No. 2011-05, which should be applied retrospectively, is effective for annual or interim periods beginning after December 15, 2011 with early adoption permitted. The Company adopted ASU 2011-05 effective January 1, 2011 and has retrospectively applied the provisions of ASU 2011-05 for all periods presented. This adoption did not have an impact on the Company's financial position, results of operations or cash flows.

F-8

Millennial Media, Inc.
Notes to Consolidated Financial Statements (continued)

Use of Estimates

        The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

        On an ongoing basis, the Company evaluates its estimates, including those related to the accounts receivable allowance, the useful lives of long-lived assets and other intangible assets, the fair value of the Company's common stock and assumptions used for purposes of determining stock-based compensation, the value of the Series B warrant, and income taxes, among others. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable, the results of which form the basis for making judgments about the carrying value of assets and liabilities as well as reporting revenue and expenses during the periods presented.

Cash and Cash Equivalents

        Cash and cash equivalents consist of checking accounts and a money market account. The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. The Company maintains cash balances in financial institutions in amounts greater than federally insured limits.

Revenue Recognition and Deferred Revenue

        The Company recognizes revenue based on the activity of mobile users viewing advertisements through developer applications and mobile websites. Revenues are recognized when the related advertising services are delivered based on the specific terms of the advertising contract, which are commonly based on the number of ads delivered, or views, clicks or actions by users on mobile advertisements. The Company recognizes revenue based on these terms because the services have been provided, the fees the Company charges are fixed or determinable, persuasive evidence of an arrangement exists, and collectability is reasonably assured.

        In the normal course of business, the Company acts as an intermediary in executing transactions with third parties. The determination of whether revenue should be reported on a gross or net basis is based on an assessment of whether the Company is acting as the principal or an agent in the transaction. In determining whether the Company acts as the principal or an agent, the Company follows the accounting guidance for principal-agent considerations. While none of the factors identified in this guidance is individually considered presumptive or determinative, because the Company is the primary obligor and is responsible for (i) identifying and contracting with third-party advertisers, (ii) establishing the selling prices of the advertisements sold, (iii) performing all billing and collection activities including retaining credit risk and (iv) bearing sole responsibility for fulfillment of the advertising, the Company acts as the principal in these arrangements and therefore reports revenue earned and costs incurred on a gross basis.

        Deferred revenue arises as a result of differences between the timing of revenue recognition and receipt of cash from the Company's customers. As of December 31, 2009, and 2010, there was $22,000 and $351,000, respectively, of services for which cash payments were received in advance of the Company's performance of the service under the arrangement and recorded as deferred revenue in the accompanying balance sheets.

F-9

Millennial Media, Inc.
Notes to Consolidated Financial Statements (continued)

Cost of Revenue

        Cost of revenue consists primarily of the agreed-upon amounts due to developers for advertising space utilized in running mobile advertisements. These amounts are typically agreed upon in advance as either a fixed percentage of the advertising revenue earned by the Company based on mobile advertisements that are run on each developer's application or mobile website or as a fixed fee for the ad space. The Company recognizes the cost of revenue as the associated revenue is recognized, on a developer by developer basis during the period the advertisements run on the developer's advertising application or mobile website. Costs owed to developers but not yet paid are recorded as accrued cost of revenue in the accompanying balance sheets.

Fair Value Measurements

        The carrying amounts of certain of the Company's financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, approximate their respective fair values due to their short-term nature. The carrying value of the Company's long-term debt approximated fair value at December 31, 2009 due to the variable interest rates under the debt being reflective of market interest rates. The Company's Series B warrant is recorded at fair value.

        The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs when determining fair value. The three tiers are defined as follows:

•

Level 1.  Observable inputs based on unadjusted quoted prices in active markets for identical assets or liabilities;

•

Level 2.  Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

•

Level 3.  Unobservable inputs for which there is little or no market data, which require the Company to develop its own assumptions.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

        The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level to classify them for each reporting period. This determination requires significant judgments to be made. The following table summarizes the conclusions reached as of December 31, 2009 and 2010 (in thousands):

	Balance at December 31, 2009		Level 1		Level 2		Level 3
Assets:
Money market funds(1)	$	16,206	$	16,206	$	—	$	—
	$	16,206	$	16,206	$	—	$	—
Liabilities:
Series B warrant(2)	$	26	$	—	$	—	$	26
	$	26	$	—	$	—	$	26

F-10

Millennial Media, Inc.
Notes to Consolidated Financial Statements (continued)

	Balance at December 31, 2010		Level 1		Level 2		Level 3
Assets:
Money market funds(1)	$	2,407	$	2,407	$	—	$	—
	$	2,407	$	2,407	$	—	$	—
Liabilities:
Series B warrant(2)	$	105	$	—	$	—	$	105
	$	105	$	—	$	—	$	105

(1)

Money market funds are classified as cash equivalents in the Company's consolidated balance sheets. As short-term, highly liquid investments readily convertible to known amounts of cash, with remaining maturities of three months or less at the time of purchase, the Company's cash equivalent money market funds have carrying values that approximate fair value.



(2)

The Company used an option pricing model to determine the fair value of the Series B preferred stock warrant. Significant inputs included an estimate of the fair value of the Company's Series B preferred stock, the remaining contractual life of the warrant, a risk free rate of interest, and an estimate of the Company's stock volatility using the volatilities of guideline peer companies.

Assets Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3)

        The following table presents the changes in the Company's Level 3 instruments measured at fair value on a recurring basis for the years ended December 31, 2008, 2009, and 2010 (in thousands):

	Series B Warrant
	2008		2009		2010
Beginning balance at January 1	$	—	$	26	$	26
Issuance of Series B warrant		26		—		—
Unrealized loss included in earnings		—		—		79
Ending balance at December 31	$	26	$	26	$	105

        No changes in fair value were recorded in the statements of operations for the years ended December 31, 2008 and 2009 as any changes in fair value were de minimis.

Concentration of Credit Risk

        Financial instruments that subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. All of the Company's cash and cash equivalents are held at financial institutions that management believes to be of high credit quality. The Company's cash and cash equivalent accounts exceed federally insured limits at times. The Company has not experienced any losses on cash and cash equivalents to date. To manage accounts receivable risk, the Company evaluates the creditworthiness of its customers and maintains an allowance for doubtful accounts.

F-11

Millennial Media, Inc.
Notes to Consolidated Financial Statements (continued)

        One customer accounted for 11% of revenues for the year ended December 31, 2009, and as of December 31, 2009, this customer accounted for approximately 18% of outstanding trade receivables. During the year ended December 31, 2010, there were no customers that accounted for more than 10% of revenues or greater than 10% of outstanding receivables at December 31, 2010.

        During the years ended December 31, 2008, 2009, and 2010, cost of revenue from one developer (vendor) comprised 21%, 42% and 26% respectively of total cost of revenue.

Accounts Receivable and Allowances for Doubtful Accounts and Sales Credits

        The Company extends credit to customers without requiring collateral. Accounts receivable are stated at realizable value, net of an allowance for doubtful accounts. The Company utilizes the allowance method to provide for doubtful accounts based on management's evaluation of the collectability of amounts due. The Company's estimate is based on historical collection experience and a review of the current status of accounts receivable.

        The Company also estimates an allowance for sales credits based on the Company's historical sales credits experience. Historically, actual sales credits have not significantly differed from the Company's estimates. However, higher than expected sales credits may result in future write-offs that are greater than the Company's estimates. The allowances for doubtful accounts and sales credits are included in accounts receivable, net in the consolidated balance sheets.

Property and Equipment

        Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized. Depreciation and amortization is provided over the estimated useful lives of the related assets using the straight-line method.

        The estimated useful lives for significant property and equipment categories are as follows:

Office furniture and fixtures	7 years
Computer equipment	3 years
Computer software	3 years
Leasehold improvements	Lesser of remaining lease term or useful life

        Repairs and maintenance costs are charged to expense as incurred.

Impairment of Long-Lived Assets

        The Company reviews long-lived assets and certain identifiable intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of the long-lived asset is measured by a comparison of the carrying amount of the asset or asset group to future undiscounted net cash flows expected to be generated by the asset or asset group. If such assets are not recoverable, the impairment to be recognized, if any, is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets or asset group. Assets held for sale are reported at the lower of the carrying amount or fair value, less costs to sell. As of December 31, 2009 and 2010, management does not believe any long-lived assets are impaired and has not identified any assets as being held for sale.

F-12

Millennial Media, Inc.
Notes to Consolidated Financial Statements (continued)

Income Taxes

        Income taxes are accounted for under the asset and liability method of accounting. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. The measurement of a deferred tax asset is reduced, if necessary, by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized.

        The Company accounts for uncertain tax positions by recognizing the financial statement effects of a tax position only when, based on the technical merits of the position, it is more likely than not that the position will be sustained upon examination by the taxing authorities.

        The Company has a policy to recognize interest and penalties accrued on any uncertain tax positions as a component of income tax expense.

Advertising Costs

        The Company expenses advertising costs as incurred. Advertising costs totaled $19,000, $73,000, and $116,000 for the years ended December 31, 2008, 2009, and 2010, respectively. Advertising costs are included within sales and marketing expense on the consolidated statements of operations.

Research and Development

        Research and development activities are charged to operations as incurred.

Foreign Operations and Currency Translation

        Beginning in 2010, the consolidated financial statements include the results of a wholly-owned subsidiary whose books and records are maintained in a functional currency other than U.S. Dollars. These results have been translated into U.S. Dollars in the accompanying consolidated financial statements. There were no foreign operations prior to 2010.

Stock-Based Compensation

        The Company accounts for share-based payment awards by measuring employee services received in exchange for all equity awards granted based on the fair value of the award as of the grant date. The Company recognizes stock-based compensation expense on a straight-line basis over the awards' vesting period, adjusted for estimated forfeitures.

        The Company uses the Black-Scholes option pricing model for estimating the fair value of stock options. The use of the option valuation model requires the input of highly subjective assumptions, including the fair value of the Company's common stock, the expected life, and the expected stock price volatility based on peer companies. Additionally, the recognition of expense requires the estimation of the number of options that will ultimately vest and the number of options that will ultimately be forfeited.

F-13

Millennial Media, Inc.
Notes to Consolidated Financial Statements (continued)

Basic and Dilutive Loss per Common Share

        The Company uses the two-class method to compute net loss per common share because the Company has issued securities, other than common stock, that contractually entitle the holders to participate in dividends and earnings of the Company. The two-class method requires earnings for the period to be allocated between common stock and participating securities based upon their respective rights to receive distributed and undistributed earnings. Each series of the Company's redeemable convertible preferred stock is entitled to participate in distributions, when and if declared by the board of directors, that are made to common stockholders on an as-if-converted basis, and as a result are considered participating securities.

        Under the two-class method, for periods with net income, basic net income per common share is computed by dividing the net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Net income attributable to common stockholders is computed by subtracting from net income the portion of current year earnings that the participating securities would have been entitled to receive pursuant to their dividend rights had all of the year's earnings been distributed. No such adjustment to earnings is made during periods with a net loss, as the holders of the participating securities have no obligation to fund losses. Diluted net loss per common share is computed under the two-class method by using the weighted-average number of shares of common stock outstanding, plus, for periods with net income attributable to common stockholders, the potential dilutive effects of stock options and warrants. In addition, the Company analyzes the potential dilutive effect of the outstanding participating securities under the "if-converted" method when calculating diluted earnings per share, in which it is assumed that the outstanding participating securities convert into common stock at the beginning of the period. The Company reports the more dilutive of the approaches (two class or "if-converted") as its diluted net income per share during the period. Due to net losses for the years ended December 31, 2008, 2009, and 2010, basic and diluted loss per share were the same, as the effect of potentially dilutive securities would have been antidilutive.

3. Property and Equipment

        Property and equipment consisted of the following as of December 31 (in thousands):

	2009			2010
Office furniture and fixtures	$	90		$	135
Leasehold improvements		110			158
Computer software		23			347
Computer equipment		381			604
		604			1,244
Less: accumulated depreciation and amortization		(286	)		(503	)
Property and equipment, net	$	318		$	741

        Depreciation and amortization expense for the years ended December 31, 2008, 2009 and 2010 was $106,000, $146,000 and $217,000, respectively.

F-14

Millennial Media, Inc.
Notes to Consolidated Financial Statements (continued)

4. Commitments and Contingencies

Operating Lease Commitments

        The Company leases office space under noncancelable operating lease agreements which may include renewal options. The Company also leased residential property under a noncancelable operating lease that expired in November 2009. Future minimum lease payments under these operating leases consisted of the following as of December 31, 2010 (in thousands):

2011	$	568
2012		607
2013		384
Total future minimum lease payments	$	1,559

        Subsequent to December 31, 2010, the Company entered into two separate leases for office space with terms ending April 2016 and December 2016. The total collective future minimum lease payments related to these leases are $3.0 million.

        Rent expense for the years ended December 31, 2008, 2009, and 2010 totaled $264,000, $424,000, and $537,000, respectively.

        Future minimum lease payments due under the noncancelable operating lease arrangements contain fixed rent increases over the term of the lease. Rent expense on these operating leases is recognized over the term of the lease on a straight-line basis. The excess of rent expense over future minimum lease payments due has been reported as a deferred rent liability within other long term liabilities in the accompanying balance sheets.

Letter of Credit

        At December 31, 2009 and 2010, the Company had an outstanding letter of credit for $72,000 and $54,000, respectively, related to its leased office space.

Legal Contingencies

        The Company is a party to a variety of legal proceedings that arise in the normal course of business. While the results of such normal course legal proceedings cannot be predicted with certainty, management believes that, based on current knowledge, the final outcome of the current pending matters will not have a material adverse effect on the Company's business, financial position, results of operations or cash flows.

5. Long-Term Debt

        During 2008, the Company borrowed $3.0 million under a term loan with a financial institution ("the Loan"). The Loan was senior to all classes of the Company's debt and equity and had first priority security interest in all assets and stock of the Company. The Loan bore interest at a floating annual rate equal to the Prime Rate plus 0.5% (3.75% as of December 31, 2008 and 2009). Beginning April 1, 2009, the Company was required to repay the Loan in 36 consecutive equal monthly installments. The Loan was repaid in full in March 2010.

6. Series B Warrant

        As of December 31, 2009 and 2010, the Company was a party to a derivative financial instrument in which it issued a Series B warrant allowing the holder to purchase 50,750 shares of Series B preferred stock. The warrant was issued in conjunction with the 2008 long-term debt borrowing (see Note 5). The warrant has a term of 10 years and a stated exercise price of $1.18 per share and may be exercised in whole or in part at any time. The warrant also includes a cashless exercise option which allows the holder to

F-15

Millennial Media, Inc.
Notes to Consolidated Financial Statements (continued)

receive fewer shares of stock in exchange for the warrant rather than paying cash to exercise. The warrant is classified as a liability in the accompanying consolidated balance sheets and adjusted to fair value due to the fact that it is exercisable for Series B preferred stock which is considered a redeemable security.

        The fair value of the warrant was estimated to be $26,000 and $105,000 at December 31, 2009 and 2010, respectively. For the years ended December 31, 2008, 2009, and 2010, all changes in the fair value of the warrant were recorded in other expense. The Company recorded expense of $0, $0, and $79,000 for the years ended December 31, 2008, 2009, and 2010, respectively, related to the fair value adjustment of the warrant.

7. Stockholders' Equity and Redeemable Convertible Preferred Stock ("preferred stock")

        The Company is authorized to issue two classes of stock to be designated common stock and preferred stock. The Company is authorized to issue a total of 122,622,586 shares, of which 74,892,833 shares are common stock and 47,729,753 shares are preferred stock. Both the common stock and preferred stock have a par value of $0.001 per share.

Common Stock

Liquidation Rights

        In the event of any liquidation or dissolution of the Company, the holders of common stock are entitled to the remaining assets of the Company legally available for distribution after the payment of the full liquidation preference for all series of outstanding preferred stock.

Dividends and Voting Rights

        The holders of common stock are entitled to receive dividends if and when declared by the Company, but not until all dividends on preferred stock have been either (i) paid or (ii) declared and the Company has set aside funds to pay those dividends declared. Holders of common stock have the right to one vote per share.

Preferred Stock

        The following table summarizes the issuances of preferred stock:

Issue Date	Name	Price per Share		Number of Shares
July 2006	Series A-1	$	0.21		6,341,465
December 2006	Series A-2	$	0.53		9,448,220
November 2007	Series B	$	1.18		12,686,855
November 2009	Series C	$	1.49		10,759,630
December 2010	Series D	$	3.26		8,442,833

        Series A-1, Series A-2, Series B, Series C, and Series D are collectively referred to as the Series Preferred. Each of the prices per share above is referred to as the Original Issue Price, and excludes the cost of issuance.

        The Company incurred approximately $80,000 and $41,000 of issuance costs during the years ended December 31, 2009 and 2010, respectively, in connection with the issuance of various classes of the Series Preferred. No costs were incurred during 2008 as there were no issuances of Series Preferred. Such costs have been recorded as a reduction of the carrying amount of the Series Preferred and are being accreted through a charge to additional paid-in capital or accumulated deficit through December 23, 2015 using the effective interest method. The related accretion for the years ended December 31, 2008, 2009 and 2010 was $10,000, $13,000 and $27,000, respectively.

F-16

Millennial Media, Inc.
Notes to Consolidated Financial Statements (continued)

Summary of Activity

        The following table presents a summary of activity for the Series Preferred issued and outstanding for the years ended December 31, 2008, 2009 and 2010 (in thousands):

	Redeemable Convertible Preferred Stock
	Series A-1		Series A-2		Series B		Series C		Series D		Total Amount
Balance, January 1, 2008	$	1,429	$	5,355	$	15,140	$	—	$	—	$	21,924
Preferred stock dividends accreted for Series A-1 preferred stock		100		—		—		—		—		100
Preferred stock dividends accreted for Series A-2 preferred stock		—		377		—		—		—		377
Preferred stock dividends accreted for Series B preferred stock		—		—		1,065		—		—		1,065
Accretion of issuance costs		2		2		6		—		—		10
Balance, December 31, 2008	$	1,531	$	5,734	$	16,211	$	—	$	—	$	23,476
Issuance of Series C preferred stock, less offering costs of $80		—		—		—		15,920		—		15,920
Preferred stock dividends accreted for Series A-1 preferred stock		107		—		—		—		—		107
Preferred stock dividends accreted for Series A-2 preferred stock		—		402		—		—		—		402
Preferred stock dividends accreted for Series B preferred stock		—		—		1,137		—		—		1,137
Preferred stock dividends accreted for Series C preferred stock		—		—		—		147		—		147
Accretion of issuance costs		2		2		6		3		—		13
Balance, December 31, 2009	$	1,640	$	6,138	$	17,354	$	16,070	$	—	$	41,202
Issuance of Series D preferred stock, less offering costs of $41		—		—		—		—		27,460		27,460
Preferred stock dividends accreted for Series A-1 preferred stock		115		—		—		—		—		115
Preferred stock dividends accreted for Series A-2 preferred stock		—		430		—		—		—		430
Preferred stock dividends accreted for Series B preferred stock		—		—		1,216		—		—		1,216
Preferred stock dividends accreted for Series C preferred stock		—		—		—		1,130		—		1,130
Preferred stock dividends accreted for Series D preferred stock		—		—		—		—		42		42
Accretion of issuance costs		2		3		6		16		—		27
Balance, December 31, 2010	$	1,757	$	6,571	$	18,576	$	17,216	$	27,502	$	71,622

Redemption

        The Company is obligated to redeem the Series Preferred if the holders of at least sixty-seven percent (67%) of the outstanding shares of Series Preferred, voting together as a single class on an as-if converted to common stock basis, require the Company to redeem all of the then outstanding Series Preferred of

F-17

Millennial Media, Inc.
Notes to Consolidated Financial Statements (continued)

such holders in two equal annual installments beginning at any date on or after the fifth anniversary of the date the Series D was issued ("Original Issue Date"), or December 23, 2010, and ending on the date one year from such first redemption date. Shares subject to redemption will be redeemed from each holder of Series Preferred on a pro rata basis, based on the number of shares of Series Preferred then held. Any such redemption of the Series Preferred will be made on a ratable basis among the holders of Series A-1, Series A-2 (together "Series A"), Series B, Series C and Series D that request such redemption. In the event that the assets of the Company available for payment of such redemption amounts are less than the applicable Preferential Amount, the available funds shall be paid first in payment in full of the applicable Original Issue Price (the "Initial Preference Payment") and then in payment of all unpaid dividends (whether or not declared) and all declared but unpaid dividends (the "Accrued Dividends"). Together, the Initial Preference Payment and the Accrued Dividends equal the "Preferential Amount." As the Series Preferred are considered redeemable outside of the Company's control for accounting purposes, outstanding balances have been recorded as mezzanine equity within the consolidated balance sheets. The Company has elected to accrete the difference between the carrying value of the Series Preferred and the redemption amount (which includes accrued but undeclared/unpaid dividends) over the period to the first potential redemption date.

Voting Rights

        Each holder of shares of the Series Preferred is entitled to the number of votes equal to the number of shares of common stock into which such shares of Series Preferred are convertible. Voting rights are consistent with the rights of holders of common stock, except as otherwise required by law or as specified in the Company's Articles of Incorporation.

Liquidation Rights

        Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary (a "Liquidation Event"), before any distribution or payment is made to the holders of any common stock, the holders of Series Preferred are entitled to be paid out of the assets of the Company legally available for distribution, or the consideration received in such transaction, for each share of Series Preferred held by them, an amount per share of Series Preferred equal to the applicable Initial Preference Payment. If, upon any such Liquidation Event, the assets of the Company (or the consideration received in such transaction) are insufficient to make payment in full to all holders of Series Preferred of the Initial Preference Payment, such assets (or consideration) shall be distributed among the holders of Series Preferred at the time outstanding ratably in proportion to the full amounts of Initial Preference Payment to which they would otherwise be respectively entitled if such amounts had been paid in full.

        After payment of the full Initial Preference Payment to the holders of Series Preferred, and before any distribution or payment is made to the holders of any common stock, the holders of Series Preferred shall be entitled to be paid out of the assets of the Company legally available for distribution, or the consideration received in connection with such Liquidation Event, for each share of Series Preferred held by them, an amount per share of Series Preferred equal to the Accrued Dividends (and together with the Initial Preference Payment, the "Liquidation Preference"). If, upon any such Liquidation Event, the assets of the Company (or the consideration received in such transaction) are sufficient to make payment in full of the Initial Preference Payment but insufficient to make payment in full to all holders of Series Preferred of the Accrued Dividends, then such assets (or consideration) that remain available for distribution after payment in full of the Initial Preference Payment shall be distributed among the holders of Series Preferred at the time outstanding, ratably in proportion to the full amounts of Accrued Dividends to which they would otherwise be respectively entitled if such amounts had been paid in full.

F-18

Millennial Media, Inc.
Notes to Consolidated Financial Statements (continued)

        Solely for purposes of determining the amount each holder of shares of Series Preferred is entitled to receive with respect to a Liquidation Event, each series of Series Preferred shall be treated as if all holders of such series had converted such holder's shares of such series into shares of common stock immediately prior to the Liquidation Event if, as a result of an actual conversion of any series of Series Preferred holders of such series would receive (with respect to such series), in the aggregate, an amount greater than the amount that would be distributed to holders of such series if such holders had not converted such series of Series Preferred into shares of common stock.

Conversion Rights

        The holders of the Company's Series Preferred are entitled to convert their shares into common stock at any time. The number of shares of common stock issued upon conversion is determined based on the number of converted Series Preferred and the conversion rate. The conversion rate varies based upon the occurrence of certain events, such as stock splits, business combinations, issuances of common stock dividends and distributions, recapitalizations, mergers, consolidations, and sales of common stock below the Series Preferred conversion price.

        Each share of the Series A will automatically be converted into shares of common stock, at any time upon the affirmative election of the holders of at least sixty percent (60%) of the then-outstanding shares of the Series A, voting together as a single class on an as-if converted to common stock basis. Each share of the Series B will automatically be converted into shares of common stock at any time upon the affirmative election of the holders of at least a majority of the then-outstanding shares of the Series B, voting together as a single class. Each share of the Series C will automatically be converted into shares of common stock at any time upon the affirmative election of the holders of at least a majority of the then-outstanding shares of the Series C Preferred, voting together as a single class. Each share of the Series D Preferred will automatically be converted into shares of common stock at any time upon the affirmative election of the holders of at least sixty seven percent (67%) of the then-outstanding shares of the Series D Preferred, voting together as a single class. Each share of the Series Preferred will automatically be converted into shares of common stock immediately upon the closing of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of common stock of the Company in which the gross cash proceeds to the Company (before underwriting discounts, commissions and fees) are at least $25.0 million with a pre-money valuation of the Company of at least $250.0 million. Upon such automatic conversion, any declared and unpaid dividends will be paid.

Dividend Rights

        Holders of Series Preferred, in preference to the holders of common stock, are entitled to receive, (A) when, as and if declared by the Board of Directors (the "Board"), but only out of funds that are legally available, (B) upon a Liquidation Event, or (C) upon the redemption of the Series Preferred, cash dividends at the rate of seven percent (7%) of the applicable Original Issue Price for such series of Series Preferred per annum, on each outstanding share of Series Preferred. Such dividends are payable only when, as and if declared by the Board, accrue from the date of issuance of the underlying share (whether or not declared), and are cumulative and compound annually. No dividend may be declared or paid on a series of the Series Preferred unless all then accrued dividends are declared and paid on each other series of the Series Preferred. In addition to the 7% cash dividend, holders of the Series Preferred shall be entitled to receive, on an as-converted basis, when and as declared by the Company's board of directors, any dividends on the Company's common stock. As of December 31, 2010, no dividends were declared by the board of directors. Due to the fact that the Company is obligated to pay accrued dividends (whether or not declared) to the Series Preferred holders upon a redemption event, the Company has accreted all

F-19

Millennial Media, Inc.
Notes to Consolidated Financial Statements (continued)

undeclared or unpaid dividends as of December 31, 2010 of $458,000, $1,573,000, $3,587,000, $1,278,000 and $42,000 or $0.07, $0.17, $0.28, $0.12 and $0.01 per share for Series A-1, Series A-2, Series B, Series C, and Series D, respectively.

Stock Split

        On December 22, 2009, the Company's board of directors declared a five-for-one stock split, effected in the form of a stock dividend, on the shares of the Company's common stock. Each shareholder of record on December 22, 2009 received four additional shares of stock for each share of stock they then held. The Company retained the current par value of $0.001 per share for all shares. All references in the accompanying financial statements to number of shares outstanding, per-share amounts, and stock option data have been restated to reflect the effect of the stock split for all periods presented.

8. Stock-Based Compensation

        The Company established the 2006 Equity Incentive Plan (the "Stock Option Plan"), pursuant to which the Company has reserved 10,470,855 shares of its common stock for issuance to its employees, directors, and non-employee third parties. As of December 31, 2010, the Company has 1,965,299 shares available for future grants.

        Stock options are granted at exercise prices not less than the estimated fair market value of the Company's common stock at the date of grant. The Company considers publicly traded guideline companies, precedent transactions, discounted cash flows analyses, and values of the Company's common shares indicated through preferred stock financings in estimating the fair value of the Company's common stock. The Company recognizes compensation expense on a straight-line basis over the requisite service period of the option award. Options generally vest ratably over a four-year period, except those options granted to non-employee third parties, portions of which may vest immediately or on a straight-line basis over two years. Options expire ten years from the date of grant. The Company intends to issue new shares as needed to satisfy share options upon exercise.

        For the years ended December 31, 2008, 2009, and 2010, the Company recognized total non-cash stock-based compensation expense of $129,000, $212,000, and $412,000, respectively.

        The Company values stock options using the Black-Scholes option-pricing model, which was developed for use in estimating the fair value of traded options that are fully transferable and have no vesting restrictions. Black-Scholes and other option valuation models require the input of highly subjective assumptions, including the risk-free interest rate, expected life, expected stock price volatility and dividend yield. The risk-free interest rate assumption is based upon observed interest rates for constant maturity U.S. Treasury securities consistent with the expected term of the Company's employee stock options. The expected life represents the period of time the stock options are expected to be outstanding and is based on the "simplified method." Under the "simplified method," the expected life of an option is presumed to be the mid-point between the vesting date and the end of the contractual term. The Company used the "simplified method" due to the lack of sufficient historical exercise data to provide a reasonable basis upon which to otherwise estimate the expected life of the stock options. Expected volatility is based on historical volatilities for publicly traded stock of comparable companies over the estimated expected life of the stock options. The Company assumed no dividend yield because dividends are not expected to be paid in the near future, which is consistent with the Company's history of not paying dividends.

F-20

Millennial Media, Inc.
Notes to Consolidated Financial Statements (continued)

        The following summarizes the assumptions used for estimating the fair value of stock options granted to employees for the years ended December 31:

	2008	2009	2010
Risk-free interest rate	1.9% – 4.2%	1.9% – 2.7%	1.3% – 2.7%
Expected life	5 years	5 – 5.9 years	5 – 6.1 years
Expected volatility	42% – 48%	47% – 49%	46% – 47%
Dividend yield	0%	0%	0%
Weighted-average grant date fair value	$0.31	$0.33	$0.33

        The following is a summary of option activity for the year ended December 31, 2010:

	Number			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value
						(in years)		(in thousands)
Options outstanding at January 1, 2010		6,965,349		$	0.36
Granted		728,616			0.78
Exercised		(1,098,241	)		0.12
Forfeited		(97,482	)		0.71
Expired		(2,812	)		0.74
Options outstanding at December 31, 2010		6,495,430			0.44		7.64	$	14,974
Options vested and exercisable at December 31, 2010		4,005,538			0.29		7.03		9,835
Options vested and expected to vest at December 31, 2010		6,337,842			0.44		7.64		14,644

        The total compensation cost related to nonvested awards not yet recognized as of December 31, 2010 totaled $709,000 and will be recognized over a weighted-average period of approximately 2.5 years.

        The aggregate intrinsic value of all options exercised during the years ended December 31, 2008, 2009, and 2010 was $92,000, $465,000, and $991,000, respectively. The total fair value of shares which vested during the years ended December 31, 2008, 2009, and 2010 was $95,000, $114,000, and $323,000, respectively.

9. Income Taxes

        The components of loss before income tax for the years ended December 31 are as follows (in thousands):

	2008			2009			2010
Domestic	$	(8,359	)	$	(7,550	)	$	(6,427	)
Foreign		—			—			(672	)
Total loss before income tax	$	(8,359	)	$	(7,550	)	$	(7,099	)

F-21

Millennial Media, Inc.
Notes to Consolidated Financial Statements (continued)

        The components of income tax expense for the years ended December 31 are as follows (in thousands):

	2008		2009		2010
Federal	$	—	$	—	$	—
State and local		—		—		(22	)
Foreign		—		—		—
Total income tax expense	$	—	$	—	$	(22	)

        Total income tax expense is allocated as follows (in thousands):

	2008		2009		2010
Current	$	—	$	—	$	(22	)
Deferred		—		—		—
Total income tax expense	$	—	$	—	$	(22	)

        A reconciliation of the difference between the effective income tax rate and the statutory federal income tax rate is as follows:

	2008			2009			2010
U.S. statutory Federal rate		34.0	%		34.0	%		34.0	%
Increase (decrease) resulting from:
Tax effect of international operations		—			—			(1.2	)
Expenses not deductible for tax purposes		(0.1	)		(0.2	)		(0.7	)
State income taxes, net of federal benefit		6.8			6.7			5.7
Changes in valuation allowance for deferred income taxes		(40.7	)		(41.1	)		(39.0	)
Other		—			0.6			0.9
Effective tax rate		0.0	%		0.0	%		(0.3	)%

        Deferred income taxes reflect the net tax effect of temporary differences that exist between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, using enacted tax rates in effect for the year in which the differences are expected to reverse. As of December 31, 2010, the Company has $25.9 million of federal net operating loss carryforwards, which expire at various dates through 2030. The gross amount of the state net operating loss carryforwards is equal to or less than the federal net operating loss carryforwards and expires over various periods based on individual state tax law. As of December 31, 2010, the Company has gross foreign net operating loss carryforwards of $672,000 that do not expire.

        In general, businesses with U.S. net operating losses ("NOLs") are considered loss corporations for U.S. federal income tax purposes. Pursuant to Section 382 of the Internal Revenue Code (the "Code"), loss corporations that undergo an ownership change, as defined under the Code, may be subject to an annual limit on the amount of NOLs available to offset taxable income. The Company performed an analysis of its ownership changes pursuant to the rules prescribed under U.S. tax law and determined that it experienced one such ownership change since its inception. However, this analysis determined that the resulting annual limitation will not cause the NOLs subject to such limitation to expire unused. The realizability of the Company's U.S. NOL deferred tax assets is dependent on future sources of taxable income within the NOL carryforward period.

F-22

Millennial Media, Inc.
Notes to Consolidated Financial Statements (continued)

        The following summarizes the significant components of our deferred tax assets and liabilities as of December 31, 2009 and 2010, respectively (in thousands):

	2009			2010
Deferred tax assets:
U.S. net operating loss carryforwards	$	8,491		$	10,579
Foreign net operating loss carryforwards		—			141
Accrued expenses		230			517
Depreciation and amortization		17			52
Stock compensation		112			320
Other deferred tax assets		5			64
Gross deferred tax assets		8,855			11,673
Deferred tax liabilities:
Prepaid expenses		(31	)		(137	)
Gross deferred tax liabilities		(31	)		(137	)
Valuation allowance		(8,824	)		(11,536	)
Deferred taxes, net of allowance	$	—		$	—

        Based upon the Company's historical operating performance and the reported cumulative net losses to date, the Company presently does not have sufficient objective evidence to support the recovery of its net deferred tax assets. Accordingly, the Company has established a valuation allowance against its net deferred tax assets for financial reporting purposes because it is not more likely than not that these deferred tax assets will be realized. In 2010, the valuation allowance for deferred tax assets increased by $2.7 million.

        The Company has not recorded any amounts at December 31, 2009 and 2010 related to uncertain tax positions or tax contingencies. The Company files tax returns in the U.S. federal jurisdiction, as well as various U.S. state jurisdictions and the United Kingdom, where the Company established a subsidiary in 2010. The tax years 2008 to 2010 remain open to examination by the taxing authorities. Though the statue for years prior to 2008 is closed for assessment of tax, the taxing authority has the ability to make adjustments to such tax years upon examination to determine the appropriate amount of net operating loss carryover to the open statute years.

10. Net Loss Per Share

        Diluted loss per share is the same as basic loss per share for all periods presented because the effects of potentially dilutive items were anti-dilutive given the Company's net loss and net loss attributable to

F-23

Millennial Media, Inc.
Notes to Consolidated Financial Statements (continued)

common stockholders. The following securities have been excluded from the calculation of weighted average common shares outstanding because the effect is anti-dilutive:

	Year Ended December 31,
	2008		2009		2010
Redeemable convertible preferred stock:
Series A-1		6,341,465		6,341,465		6,341,465
Series A-2		9,448,220		9,448,220		9,448,220
Series B		12,686,855		12,686,855		12,686,855
Series C		—		10,759,630		10,759,630
Series D		—		—		8,442,833
Warrant to purchase Series B preferred stock		50,750		50,750		50,750
Stock options		6,013,225		6,965,349		6,495,430

Pro Forma Loss Per Share (unaudited)

        The numerator and denominator used in computing pro forma net loss per share for the year ended December 31, 2010 have been adjusted to assume the conversion of all outstanding shares of redeemable convertible preferred stock to common stock as of the beginning of the period or at the time of issuance, if later and the reclassification of the outstanding Series B warrant from other long-term liabilities to additional paid-in capital as of the beginning of the period.

	Year Ended December 31, 2010
Numerator (in thousands):
Historical net loss attributable to common shareholders	$	(10,054	)
Plus: accretion of dividends on redeemable preferred stock		2,933
Plus: changes in the fair value of the Series B warrant liability		79
Pro forma numerator for basic and diluted loss per share	$	(7,042	)
Denominator:
Historical denominator for basic and diluted net loss per share—weighted average shares		17,965,893
Plus: conversion of redeemable preferred stock to common stock		39,421,219
Pro forma denominator for basic and diluted loss per share		57,387,112
Pro forma basic and diluted loss per share	$	(0.12	)

11. Segment and Geographic Information

        Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, in deciding how to allocate resources and in assessing performance. The Company's chief operating decision maker is its Chief Executive Officer ("CEO"). The CEO reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. As such, the Company has concluded that its operations constitute one operating and reportable segment.

F-24

Millennial Media, Inc.
Notes to Consolidated Financial Statements (continued)

        Substantially all assets were held in the United States for the years ended December 31, 2008, 2009 and 2010. The following table summarizes revenue generated through sales personnel employed by our U.S. and non-U.S. subsidiaries (in thousands):

	Year Ended December 31,
	2008		2009		2010
Revenue:
Domestic	$	6,281	$	16,220	$	46,322
International		—		—		1,506
Total	$	6,281	$	16,220	$	47,828

12. Employee Benefit Plan

        The Company has a defined contribution retirement plan (the "Plan") available to all full-time employees under Section 401(k) of the U.S. Internal Revenue Code. Employees may elect to defer a percentage of their annual compensation up to amounts prescribed by law. Prior to March 2009, the Company made a matching contribution to the Plan consisting of an amount equal to 80% of the first 5% of the participant's deferred compensation. Subsequent to March 2009, the Company has not made matching contributions to the Plan. The Company contributed $164,000, $18,000, and $0 to the Plan during the years ended December 31, 2008, 2009, and 2010, respectively.

13. Related Parties

        During the year ended December 31, 2010, the Company repurchased 2,001,829 shares of common stock for $6.5 million from two of the Company's executives. Of the total consideration of $6.5 million, the Company recorded a reduction to common stock based on the par value of the shares repurchased and additional paid-in capital of $2,000 and $5.5 million, respectively, which represented the Company's estimate of the fair value of the Company's common stock on the date of repurchase. The shares purchased were cancelled and retired. The remaining price paid in excess of fair value of the shares of $1.0 million was recorded as compensation expense to the employees and is included in general and administrative expense in the Company's statements of operations.

        Subsequent to December 31, 2010, the Company purchased an additional 300,761 shares of common stock for $980,000 from another member of the executive team. Of the total consideration of $980,000, the Company recorded a reduction to common stock based on the par value of the shares repurchased and additional paid-in capital of $0 and $827,000, respectively, which represented the Company's estimate of the fair value of the Company's common stock on the date of repurchase. The shares purchased were cancelled and retired. The price paid in excess of fair value of the shares of $153,000 will be recognized as compensation expense to the employee.

14. Subsequent Event

        On May 6, 2011, the Company completed the acquisition of 100% of the stock of Condaptive, Inc. ("Condaptive"). Condaptive is a technology and data company focused on mobile audience formation and development through the innovative analysis of data. The purpose of the acquisition is to augment the Company's audience formation technology as part of its core business. Consideration for the acquisition included the payment of $2.1 million in cash less cash acquired of $8,000 and the issuance of 24,329 shares of common stock, with a fair value of $75,000 as of the acquisition date.

F-25

Millennial Media, Inc.
Notes to Consolidated Financial Statements (continued)

        The following table summarizes the fair values of the assets and liabilities acquired at the date of acquisition (in thousands):

Cash	$	8
Unbilled revenue		45
Deposits		3
Developed technology		1,292
Goodwill		1,348
Total assets acquired		2,696
Accounts payable		66
Deferred tax liability		487
Total liabilities assumed		553
Net assets acquired	$	2,143

        The developed technology intangible asset will be amortized over its estimated useful life of five years. Goodwill recognized from the transaction results from expected synergies and the acquired workforce. The Company's consolidated financial statements will include the operating results of Condaptive from the date of the acquisition. Pro forma results of operations for this acquisition have not been presented because the financial impact to the Company's consolidated results of operations is not material.

        In addition to the purchase price paid for Condaptive, the Company issued 1,448,080 shares of restricted common stock to stockholders of Condaptive who became employees of the Company, at a fair value of $4.5 million at the time of issuance. The shares are subject to on-going service requirements over the next three years contingent on the stockholders' future service to the Company. The fair value of the shares of up to $4.5 million will be recognized as compensation expense on a straight-line basis over the requisite service period. For tax purposes, the entire amount has been treated as additional purchase price consideration for the acquired company. The Company recognized $65,000 of acquisition-related costs in 2011 as a result of this acquisition.

F-26

Millennial Media, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)

	December 31, 2010			September 30, 2011			September 30, 2011 Pro Forma
				(unaudited)			(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	27,803		$	20,015		$	20,015
Accounts receivable, net of allowances of $1,034, $957 and $957 as of December 31, 2010, September 30, 2011 and September 30, 2011 pro forma, respectively		19,978			25,705			25,705
Prepaid expenses and other current assets		352			1,077			1,077
Total current assets		48,133			46,797			46,797
Property and equipment, net		741			2,661			2,661
Goodwill		—			1,348			1,348
Intangible assets, net		66			1,245			1,245
Deferred offering costs		—			614			614
Other assets		175			355			355
Total assets	$	49,115		$	53,020		$	53,020
Liabilities, redeemable convertible preferred stock and stockholders' (deficit) equity
Current liabilities:
Accounts payable and accrued expenses	$	1,020		$	1,589		$	1,589
Accrued cost of revenue		13,054			15,808			15,808
Accrued payroll and payroll related expenses		3,137			3,704			3,704
Deferred revenue		351			65			65
Total current liabilities		17,562			21,166			21,166
Series B warrant outstanding		105			167			—
Other long-term liabilities		140			330			330
Total liabilities		17,807			21,663			21,496
Redeemable convertible preferred stock:
Series A-1 preferred stock, $0.001 par value, 6,341,465 shares authorized, issued and outstanding as of December 31, 2010 and September 30, 2011; no shares issued and outstanding pro forma; liquidation preference of $1,848 as of September 30, 2011		1,757			1,848			—
Series A-2 preferred stock, $0.001 par value, 9,448,220 shares authorized, issued and outstanding as of December 31, 2010 and September 30, 2011; no shares issued and outstanding pro forma; liquidation preference of $6,912 as of September 30, 2011		6,571			6,911			—
Series B preferred stock, $0.001 par value, 12,737,605 shares authorized, 12,686,855 issued and outstanding as of December 31, 2010 and September 30, 2011; no shares issued and outstanding pro forma; liquidation preference of $19,549 as of September 30, 2011		18,576			19,542			—
Series C preferred stock, $0.001 par value, 10,759,630 shares authorized, issued and outstanding as of December 31, 2010 and September 30, 2011; no shares issued and outstanding pro forma; liquidation preference of $18,174 as of September 30, 2011		17,216			18,125			—
Series D preferred stock, $0.001 par value, 8,442,833 shares authorized, issued and outstanding as of December 31, 2010 and September 30, 2011; no shares issued and outstanding pro forma; liquidation preference of $28,982 as of September 30, 2011		27,502			28,942			—
Total redeemable convertible preferred stock		71,622			75,368			—
Stockholders' (deficit) equity:
Common stock, $0.001 par value, 74,892,833 shares authorized, 16,258,297, 17,871,058 and 65,550,061 shares issued and outstanding as of December 31, 2010 , September 30, 2011 and September 30, 2011 pro forma, respectively		16			17			64
Additional paid-in capital		—			—			75,488
Accumulated other comprehensive loss		(11	)		(13	)		(13	)
Accumulated deficit		(40,319	)		(44,015	)		(44,015	)
Total stockholders' (deficit) equity		(40,314	)		(44,011	)		31,524
Total liabilities, redeemable convertible preferred stock and stockholders' (deficit) equity	$	49,115		$	53,020		$	53,020

F-27

Millennial Media, Inc.
Unaudited Condensed Consolidated Statements of Operations

	Nine Months Ended September 30,
	2010			2011
	(in thousands, except share and per share data)
Revenue	$	29,087		$	69,129
Cost of revenue		19,427			42,537
Gross profit		9,660			26,592
Operating expenses:
Sales and marketing		5,990			10,178
Research and development		1,576			3,316
General and administrative		7,452			13,946
Total operating expenses		15,018			27,440
Loss from operations		(5,358	)		(848	)
Other income (expense):
Interest expense		(22	)		(2	)
Other income (expense)		7			(62	)
Total other income (expense)		(15	)		(64	)
Loss before income taxes		(5,373	)		(912	)
Income tax benefit		—			495
Net loss		(5,373	)		(417	)
Accretion of dividends on redeemable convertible preferred stock		(2,139	)		(3,728	)
Net loss attributable to common stockholders	$	(7,512	)	$	(4,145	)
Net loss per share:
Basic and diluted	$	(0.42	)	$	(0.25	)
Pro forma, basic and diluted (unaudited)				$	(0.01	)
Weighted average common shares outstanding:
Basic and diluted		17,969,330			16,336,295
Pro forma, basic and diluted (unaudited)					64,015,298
Stock-based compensation expense included above:
Sales and marketing	$	95		$	112
Research and development		9			621
General and administrative		185			371

F-28

Millennial Media, Inc.
Unaudited Condensed Consolidated Statements of Comprehensive Loss

	Nine Months Ended September 30,
	2010			2011
	(in thousands)
Net loss	$	(5,373	)	$	(417	)
Other comprehensive loss:
Foreign currency translation adjustments		9			(2	)
Total comprehensive loss	$	(5,364	)	$	(419	)

F-29

Millennial Media, Inc.
Unaudited Condensed Consolidated Statement of Changes in Stockholders' Deficit

	Common Stock								Accumulated Other Comprehensive Loss
						Additional Paid-In Capital						Accumulated Deficit			Total Stockholders' Deficit
	Shares			Amount
	(in thousands, except share and per share data)
Balance, December 31, 2010		16,258,297		$	16	$	—		$	(11	)	$	(40,319	)	$	(40,314	)
Company repurchase and retirement of common stock		(300,761	)		—		—			—			(827	)		(827	)
Issuance of common stock in connection with an acquisition		24,329			—		75			—			—			75
Issuance of restricted common stock in connection with an acquisition		1,448,080			1		—			—			—			1
Exercise of stock options		441,113			—		122			—			—			122
Stock-based compensation expense		—			—		1,104			—			—			1,104
Accretion of dividends on redeemable convertible preferred stock		—			—		(1,301	)		—			(2,427	)		(3,728	)
Accretion of issuance costs on redeemable convertible preferred stock		—			—		—			—			(25	)		(25	)
Net loss		—			—		—			—			(417	)		(417	)
Foreign currency translation adjustments		—			—		—			(2	)		—			(2	)
Balance, September 30, 2011		17,871,058		$	17	$	—		$	(13	)	$	(44,015	)	$	(44,011	)

F-30

Millennial Media, Inc.
Unaudited Condensed Consolidated Statements of Cash Flows

	Nine Months Ended September 30,
	2010			2011
	(in thousands)
Cash flows from operating activities
Net loss	$	(5,373	)	$	(417	)
Adjustments to reconcile net loss to net cash and cash
equivalents used in operating activities:
Non-cash stock-based compensation expense		289			1,104
Non-cash change in fair value of Series B warrant		(7	)		62
Bad debt expense		417			101
Deferred income taxes		—			(483	)
Depreciation and amortization		141			456
Amortization of discount on long-term debt and deferred financing fees		25			6
Changes in assets and liabilities, net of acquired balances:
Accounts receivable		(6,156	)		(5,784	)
Prepaid expenses and other current assets		(150	)		(672	)
Other assets		(40	)		(175	)
Accounts payable and accrued expenses		326			503
Accrued cost of revenue		3,210			2,754
Accrued payroll and payroll related expenses		378			537
Other long-term liabilities		18			211
Deferred revenue		(16	)		(287	)
Net cash and cash equivalents used in operating activities		(6,938	)		(2,084	)
Cash flows from investing activities
Payments for acquisitions, net of cash acquired		(72	)		(2,060	)
Purchases of property and equipment		(251	)		(2,262	)
Net cash and cash equivalents used in investing activities		(323	)		(4,322	)
Cash flows from financing activities
Repayment of long-term debt		(2,250	)		—
Payment of deferred offering costs		—			(614	)
Payment of deferred financing fees		—			(52	)
Proceeds from exercises of stock options		102			122
Repurchase and retirement of common shares		—			(827	)
Net cash and cash equivalents used in
financing activities		(2,148	)		(1,371	)
Effect of exchange rates on cash and cash equivalents		7			(11	)
Net decrease in cash and cash equivalents		(9,402	)		(7,788	)
Cash and cash equivalents, beginning of the period		19,171			27,803
Cash and cash equivalents, end of the period	$	9,769		$	20,015
Supplemental disclosure of noncash investing and financing activities
Issuance of common stock in connection with the Condaptive acquisition	$	—		$	75
Accretion of dividends on redeemable convertible preferred stock	$	2,139		$	3,728
Accretion of issuance costs on redeemable convertible preferred stock	$	20		$	25

F-31

Millennial Media, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements

1. Description of Business

        Millennial Media, Inc. (the "Company") was incorporated in the state of Delaware in May 2006. The Company is engaged in the business of providing mobile advertising solutions to advertisers and developers. Its technology, tools and services help developers to maximize their advertising revenue, acquire users and gain insight about their users. The Company offers advertisers significant audience reach, sophisticated targeting capabilities and the ability to deliver rich and engaging ad experiences to consumers on their mobile connected devices.

2. Basis of Presentation

Principles of Consolidation

        The consolidated financial statements include the accounts of Millennial Media, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in the accompanying consolidated financial statements.

Interim Condensed Consolidated Financial Information

        The accompanying unaudited condensed consolidated financial statements and footnotes have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") as contained in the Financial Accounting Standards Board ("FASB") Accounting Standards Codification (the "Codification" or "ASC") for interim financial information. In the opinion of management, the interim financial information includes all adjustments of a normal recurring nature necessary for a fair presentation of the results of operations, financial position, changes in stockholders' (deficit) equity and cash flows. The results of operations for the nine months ended September 30, 2011 are not necessarily indicative of the results for the full year or the results for any future periods. These condensed financial statements should be read in conjunction with the audited financial statements and related footnotes for the year ended December 31, 2010 appearing elsewhere in this prospectus.

Unaudited Pro Forma Presentation

        The Company has filed a Registration Statement on Form S-1 with the United States Securities and Exchange Commission (the "SEC") for the proposed initial public offering of shares of its common stock (the "IPO"). If the IPO contemplated by this prospectus is consummated, all of the redeemable convertible preferred stock outstanding will automatically convert into 47,679,003 shares of common stock based on the shares of redeemable convertible preferred stock outstanding as of September 30, 2011. In addition, the outstanding Series B warrant will automatically convert into a warrant to purchase common stock and the preferred stock warrant liability of $167,000 as of September 30, 2011 will be reclassified to additional paid-in capital. Unaudited pro forma stockholders' equity, as adjusted for the assumed conversion of the redeemable convertible preferred stock and the reclassification of the preferred stock warrant liability in other long-term liabilities is set forth on the unaudited September 30, 2011 pro forma balance sheet.

        The unaudited pro forma net loss per share for the nine months ended September 30, 2011 assumes (i) the conversion of all outstanding shares of redeemable convertible preferred stock into an aggregate of 47,679,003 shares of common stock upon the completion of the Company's initial public offering as of January 1, 2011 and (ii) the conversion of the Series B warrant to a common stock warrant as of January 1, 2011. The amounts recorded to reflect the accretion of dividends on redeemable convertible preferred stock and to adjust the Series B warrant to fair value have been added back to net loss to arrive at pro forma net loss per share.

F-32

Millennial Media, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (continued)

3. Summary of Significant Accounting Policies

Recently Adopted Accounting Pronouncements

        In October 2009, the FASB issued No. 2009-13, "Revenue Recognition—Multiple Deliverable Revenue Arrangements," which amends the criteria for evaluating the individual items in a multiple deliverable revenue arrangement and how to allocate the consideration received to the individual items. The guidance was effective for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with early adoption permitted. The Company adopted this standard effective January 1, 2011. The adoption of this guidance did not have a material impact on the Company's financial position, results of operations or cash flows.

        In June 2011, the FASB issued Accounting Standards Update ("ASU") No. 2011-05, "Comprehensive Income: Presentation of Comprehensive Income," which amends current comprehensive income guidance. This ASU eliminates the option to present the components of other comprehensive income as part of the statement of shareholders' (deficit) equity. Instead, it requires entities to report components of comprehensive income (loss) in either a single continuous statement of net income and comprehensive income (loss) or in two separate but consecutive statements. In October 2011, the FASB proposed a deferral of the requirement of ASU No. 2011-05 to present certain reclassifications of other comprehensive income on the face of the income statement. Companies, however, would still be required to adopt the other requirements of this pronouncement. ASU No. 2011-05, which should be applied retrospectively, is effective for annual or interim periods beginning after December 15, 2011 with early adoption permitted. The Company adopted ASU 2011-05 effective January 1, 2011 and has retrospectively applied the provisions of ASU 2011-05 for all periods presented. This adoption did not have an impact on the Company's financial position, results of operations or cash flows.

Recent Accounting Pronouncements Not Yet Adopted

        In May 2011, the FASB issued ASU No. 2011-04, "Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS." The ASU is the result of joint efforts by the FASB and the International Accounting Standards Board ("IASB") to develop a single, converged fair value framework. While the ASU is largely consistent with existing fair value measurement principles in U.S. GAAP, it expands existing disclosure requirements for fair value measurements and makes other amendments. Key additional disclosures include quantitative disclosures about unobservable inputs in Level 3 measures, qualitative information about the sensitivity of Level 3 measures and valuation process, and classification within the fair value hierarchy for instruments where fair value is only disclosed in the footnotes but the carrying amount is on some other basis. For public companies, the ASU is effective for interim and annual periods beginning after December 15, 2011. The Company does not expect adoption of this ASU to have a material impact on the Company's financial position, results of operations or cash flows.

        In September 2011, the FASB issued ASU No. 2011-08, "Testing for Goodwill Impairment." The objective of ASU 2011-08 is to reduce the cost and complexity of the annual goodwill impairment test by providing entities an option to perform a "qualitative" assessment to determine whether further impairment testing is necessary. Specifically, an entity has the option to first assess qualitative factors to determine whether it is necessary to perform the current two-step test. If an entity believes, as a result of its qualitative assessment, that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is required. Otherwise, no further testing is required. This guidance is effective for interim and annual financial periods beginning after December 15, 2011, although early adoption is permitted. The Company does not expect adoption of this ASU to have a material impact on the Company's financial position, results of operations or cash flows.

F-33

Millennial Media, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (continued)

Use of Estimates

        The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

        On an ongoing basis, the Company evaluates its estimates, including those related to the accounts receivable allowance, the useful lives of long-lived assets and other intangible assets, the fair value of the Company's common stock and assumptions used for purposes of determining stock-based compensation, and the fair value of the Series B warrant, among others. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying value of assets and liabilities as well as reporting revenue and expenses during the periods presented.

Concentration of Credit Risk

        Financial instruments that subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. All of the Company's cash and cash equivalents are held at financial institutions that management believes to be of high credit quality. The Company's cash and cash equivalent accounts may exceed federally insured limits at times. The Company has not experienced any losses on cash and cash equivalents to date. To manage accounts receivable risk, the Company evaluates the creditworthiness of its customers and maintains an allowance for doubtful accounts.

        During the nine months ended September 30, 2010, one customer accounted for approximately 13% of revenue. No customer accounted for greater than 10% of revenue during the nine months ended September 30, 2011.

        During the nine months ended September 30, 2010, cost of revenue from one developer (vendor) accounted for approximately 32% of total cost of revenue. During the nine months ended September 30, 2011, cost of revenue from a different developer accounted for 12% of total cost of revenue.

        As of December 31, 2010 and September 30, 2011, no customer accounted for greater than 10% of accounts receivable.

Accounts Receivable and Allowances for Doubtful Accounts and Sales Credits

        The Company extends credit to customers without requiring collateral. The Company utilizes the allowance method to provide for doubtful accounts based on management's evaluation of the collectability of amounts due. The Company's estimate is based on historical collection experience and a review of the current status of accounts receivable.

        The Company also estimates an allowance for sales credits based on the Company's historical sales credits experience. Historically, actual sales credits have not significantly differed from the Company's estimates. However, higher than expected sales credits may result in future write-offs that are greater than our estimates. The allowances for doubtful accounts and sales credits are included in accounts receivable, net in the unaudited condensed consolidated balance sheets.

Internal-use Software

        The Company capitalizes certain internal and external software development costs consisting primarily of direct labor associated with creating the internal-use developed software. Software development projects generally include three stages: the preliminary project stage (all costs expensed as incurred), the application development stage (costs are capitalized) and the post-implementation/

F-34

Millennial Media, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (continued)

operation stage (all costs expensed as incurred). The costs capitalized in the application development stage primarily include the costs of designing the application, coding and testing of the system. Capitalized costs are amortized using the straight-line method over the estimated useful life of the software once it is ready for its intended use. As of September 30, 2011, no projects have completed the application development stage. Total capitalized software development costs of $1.2 million have been included in property and equipment in the unaudited condensed consolidated balance sheets as of September 30, 2011.

Goodwill

        As a result of the Company's acquisition of Condaptive, Inc. (see Note 4) in May 2011, the Company recorded goodwill. Goodwill represents the excess of: (a) the aggregate of the fair value of consideration transferred in a business combination, over (b) the fair value of assets acquired, net of liabilities assumed. Goodwill is not amortized, but is subject to annual impairment tests as described below.

        The Company tests goodwill for impairment annually, on October 1^st or more frequently if events or changes in business circumstances indicate the asset might be impaired. Goodwill is tested for impairment at the reporting unit level using a two-step approach. The first step is to compare the fair value of the reporting unit to the carrying value of the net assets assigned to the reporting unit. If the fair value of the reporting unit is greater than the carrying value of the net assets assigned to the reporting unit, the assigned goodwill is not considered impaired. If the fair value is less than the reporting unit's carrying value, step two is performed to measure the amount of the impairment, if any. In the second step, the fair value of goodwill is determined by deducting the fair value of the reporting unit's identifiable assets and liabilities from the fair value of the reporting unit as a whole, as if the reporting unit had just been acquired and the fair value were being initially allocated. If the carrying value of goodwill exceeds the implied fair value, an impairment charge would be recorded in the period the determination is made.

        The Company has determined that it has a single, entity-wide reporting unit. To determine the fair value of the Company's entity-wide reporting unit, the Company primarily uses a discounted cash flow analysis, which requires significant assumptions and estimates about future operations. Significant judgments inherent in this analysis include the determination of an appropriate discount rate, estimated terminal value and the amount and timing of expected future cash flows. The Company may also determine fair value of its reporting unit using a market approach by applying multiples of earnings of peer companies to the operating results of the reporting unit.

Identifiable Intangible Assets

        The Company acquired intangible assets in connection with certain of its business acquisitions. These assets were recorded at their estimated fair values at the acquisition date and are being amortized over their respective estimated useful lives using the straight-line method.

        The estimated useful lives used in computing amortization are as follows:

Intellectual property	10 years
Developed technology	5 years

Deferred Offering Costs

        Deferred offering costs of $614,000 are included on the unaudited condensed consolidated balance sheet as of September 30, 2011. Upon the consummation of the initial public offering, these amounts will be offset against the proceeds of the offering and included in stockholders' (deficit) equity. If the offering is terminated, the deferred offering costs will be expensed. There were no amounts capitalized as of December 31, 2010.

F-35

Millennial Media, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (continued)

Revenue Recognition and Deferred Revenue

        The Company recognizes revenue based on the activity of mobile users viewing advertisements through developer applications and mobile websites. Revenues are recognized when the related advertising services are delivered based on the specific terms of the advertising contract, and are commonly based on the number of ads delivered, or views, clicks or actions by users on mobile advertisements. The Company recognizes revenue based on these terms, because the services have been provided, the fees the Company charges are fixed or determinable, persuasive evidence of an arrangement exists, and collectability is reasonably assured.

        In the normal course of business, the Company acts as an intermediary in executing transactions with third parties. The determination of whether revenue should be reported on a gross or net basis is based on an assessment of whether the Company is acting as the principal or an agent in the transaction. In determining whether the Company acts as the principal or an agent, the Company follows the accounting guidance for principal-agent considerations. While none of the factors identified in this guidance are individually considered presumptive or determinative, because the Company is the primary obligor and is responsible for (i) identifying and contracting with third-party advertisers, (ii) establishing the selling prices of the advertisements sold, (iii) performing all billing and collection activities including retaining credit risk and (iv) bearing sole responsibility for fulfillment of the advertising, the Company acts as the principal in these arrangements and therefore reports revenue earned and costs incurred on a gross basis.

        Deferred revenue arises as a result of differences between the timing of revenue recognition and receipt of cash from the Company's customers. As of December 31, 2010 and September 30, 2011 there was $351,000 and $65,000, respectively, of services for which cash payments were received in advance of the Company's performance of the service under the arrangement and recorded as deferred revenue in the accompanying unaudited condensed consolidated balance sheets.

Cost of Revenue

        Cost of revenue consists primarily of the agreed-upon amounts due to developers for the advertising utilized in running mobile advertisements. These amounts are typically agreed upon in advance as either a fixed percentage of the advertising revenue earned by the Company based on mobile advertisements that are run on each developer's application or mobile website or as a fixed fee for the ad space. The Company recognizes the cost of revenue as the associated revenue is recognized, on a developer by developer basis during the period the advertisements run on the developer's advertising application or mobile website. Costs owed to developers but not yet paid are recorded as accrued cost of revenue on the accompanying unaudited condensed consolidated balance sheets.

4. Acquisition

        On May 6, 2011, the Company completed the acquisition of 100% of the stock of Condaptive, Inc. ("Condaptive"). Condaptive is a technology and data company focused on mobile audience formation and development through the innovative analysis of data. The purpose of the acquisition is to augment the Company's audience formation technology as part of its core business. Consideration for the acquisition included the payment of $2.1 million in cash less cash acquired of $8,000 and the issuance of 24,329 shares of common stock, with a fair value of $75,000 as of the acquisition date.

F-36

Millennial Media, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (continued)

        The following table summarizes the fair values of the assets and liabilities acquired at the date of acquisition (in thousands):

Cash	$	8
Unbilled revenue		45
Deposits		3
Developed technology		1,292
Goodwill		1,348
Total assets acquired		2,696
Accounts payable		66
Deferred tax liability		487
Total liabilities assumed		553
Net assets acquired	$	2,143

        The developed technology intangible asset is being amortized over its estimated useful life of five years. Amortization expense recorded from the date of acquisition through September 30, 2011 was $108,000. Goodwill recognized from the transaction results from expected synergies and the acquired workforce. The Company's consolidated financial statements include the operating results of Condaptive from the date of the acquisition. Pro forma results of operations for this acquisition have not been presented because the financial impact to the Company's consolidated results of operations is not material.

        In addition to the purchase price paid for Condaptive, the Company issued 1,448,080 shares of restricted common stock at a fair value of $4.5 million at the time of issuance to certain stockholders of Condaptive who became employees of the Company. The shares are subject to on-going service requirements over the next three years contingent on their future service to the Company. The fair value of the shares of up to $4.5 million will be recognized as compensation expense on a straight-line basis over the requisite service period. For tax purposes the entire amount has been treated as purchase price consideration for the acquired company.

        The Company recognized $65,000 of acquisition-related costs for the period ended September 30, 2011, which is included in general and administrative expenses on the accompanying statements of operations.

5. Line of Credit

        In August 2011, the Company obtained a line of credit with Silicon Valley Bank ("SVB Line") which allows for borrowings up to $15.0 million secured by substantially all of the assets of the Company. As part of the SVB Line, the Company has a maximum of $2.0 million in available but unused letters of credit. Advances on the SVB Line bear interest at a floating per annum rate equal to the lender's most recent Prime rate, with interest payable monthly. The Company paid and capitalized $57,000 of loan origination fees related to the SVB Line, which will be amortized on a straight-line basis through interest expense over the 24 month term of the line of credit. The SVB Line agreement requires the ratio of cash, cash equivalents and billed accounts receivable to current liabilities to remain above 1.25 to 1.00. Additionally, the SVB Line contains an unused line fee totaling 0.25% per annum calculated on the average unused portion of the loan, payable monthly. The scheduled maturity of the SVB Line is August 11, 2013. As of September 30, 2011, the Company had not yet drawn on this line of credit.

F-37

Millennial Media, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (continued)

6. Series B Warrant

        The Company is a party to a derivative financial instrument in which it issued a Series B warrant allowing the holder to purchase 50,750 shares of Series B preferred stock. The warrant was issued in conjunction with a previous borrowing of long-term debt. The warrant has a term of 10 years and a stated exercise price of $1.18 per share and may be exercised in whole or in part at any time. The warrant also includes a cashless exercise option which allows the holder to receive fewer shares of stock in exchange for the warrant rather than paying cash to exercise. The warrant is classified as a liability in the accompanying consolidated balance sheets and adjusted to fair value due to the fact that it is currently exercisable into a redeemable security.

        The fair value of the warrant was estimated to be $105,000 and $167,000 at December 31, 2010 and September 30, 2011, respectively. The inputs into the fair value model for the warrant are considered Level 3 inputs under ASC 820, Fair Value Measurements and Disclosures. The inputs and valuation techniques used to measure the fair value of the Series B stock warrant are discussed in Note 9. For the nine months ended September 30, 2010 and 2011, all changes in the fair value of the warrant were recorded as a component of other income (expense). The Company recorded other income of $7,000 and other expense of $62,000 for the nine months ended September 30, 2010 and 2011, respectively, related to the fair value adjustment of the warrant.

7. Redeemable Convertible Preferred Stock ("preferred stock")

        The following table summarizes the issuances of preferred stock:

Issue Date	Name	Price per Share		Number of Shares
July 2006	Series A-1	$	0.21		6,341,465
December 2006	Series A-2	$	0.53		9,448,220
November 2007	Series B	$	1.18		12,686,855
November 2009	Series C	$	1.49		10,759,630
December 2010	Series D	$	3.26		8,442,833

        Series A-1, Series A-2, Series B, Series C, and Series D are collectively referred to as the Series Preferred. Each of the prices per share above is referred to as the Original Issue Price, and excludes the cost of issuance.

F-38

Millennial Media, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (continued)

Summary of Activity

        The following table presents a summary of activity for the Series Preferred issued and outstanding for the nine months ended September 30, 2011 (in thousands):

	Redeemable Convertible Preferred Stock
	Series A-1		Series A-2		Series B		Series C		Series D			Total Amount
Balance, December 31, 2010	$	1,757	$	6,571	$	18,576	$	17,216	$	27,502		$	71,622
Offering costs associated with Series D issuance		—		—		—		—		(7	)		(7	)
Preferred stock dividends accreted for Series A-1 preferred stock		91		—		—		—		—			91
Preferred stock dividends accreted for Series A-2 preferred stock		—		338		—		—		—			338
Preferred stock dividends accreted for Series B preferred stock		—		—		962		—		—			962
Preferred stock dividends accreted for Series C preferred stock		—		—		—		897		—			897
Preferred stock dividends accreted for Series D preferred stock		—		—		—		—		1,440			1,440
Accretion of issuance costs		—		2		4		12		7			25
Balance, September 30, 2011	$	1,848	$	6,911	$	19,542	$	18,125	$	28,942		$	75,368

8. Stock-Based Compensation

        The Company established the 2006 Equity Incentive Plan (the "Stock Option Plan"), pursuant to which the Company has reserved 10,470,855 shares of its common stock for issuance to its employees, directors, and non-employee third parties. As of September 30, 2011, the Company has 531,166 shares available for future grants.

Stock Option Awards

        The Company values stock options using the Black-Scholes option-pricing model, which was developed for use in estimating the fair value of traded options that are fully transferable and have no vesting restrictions. Black-Scholes and other option valuation models require the input of subjective assumptions, including the expected stock price volatility. Stock options are granted at exercise prices not less than the fair market value of the Company's common stock at the date of grant. The Company recognizes stock-based compensation expense ratably over the vesting period of each award, adjusted for estimated forfeitures. Options generally vest ratably over a four-year period, except those options granted to non-employee third parties, portions of which may vest immediately or ratably over two years. Options expire ten years from the date of grant.

        For the nine months ended September 30, 2010 and 2011, the Company recognized non-cash stock-based compensation expense associated with stock option awards of $289,000 and $506,000, respectively.

F-39

Millennial Media, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (continued)

        The following summarizes the assumptions used for estimating the fair value of stock options granted to employees for the nine months ended September 30:

	2010	2011
Risk-free interest rate	1.3% – 2.7%	1.2% – 2.4%
Expected life	5 – 5.6 years	5.7 – 6.1 years
Expected volatility	46% – 47%	44% – 47%
Dividend yield	0%	0%
Weighted-average grant date fair value	$0.35	$1.35

        The following is a summary of option activity for the nine months ended September 30, 2011:

	Number			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Options outstanding at January 1, 2011		6,495,430		$	0.44
Granted		1,528,387			3.05
Exercised		(441,113	)		0.28
Forfeited		(91,544	)		1.12
Expired		(2,710	)		0.76
Options outstanding at September 30, 2011		7,488,450			0.98		7.47	$	17,781
Options vested and exercisable at September 30, 2011		4,531,777			0.37		6.55		13,460
Options vested and expected to vest at September 30, 2011		7,391,268			0.97		7.47		17,621

        The total compensation cost related to non-vested awards not yet recognized as of September 30, 2011 totaled $2.3 million and will be recognized over a weighted average period of 3.0 years.

        The aggregate intrinsic value of all options exercised during the nine months ended September 30, 2010 and 2011 was $599,000 and $1.1 million, respectively. The total fair value of shares that vested during the nine months ended September 30, 2010 and 2011 was $226,000 and $288,000, respectively.

Restricted Common Stock

        In connection with the acquisition of Condaptive on May 6, 2011, the Company issued 1,448,080 shares of restricted common stock to the employee shareholders of Condaptive at a fair value of approximately $4.5 million at the time of issuance. Under the terms of the stock restriction agreements, one-third of the shares of common stock issued will be released from restriction on the one-year anniversary of the issuance. Thereafter, 1/36th of the shares of common stock will be released from restriction on a monthly basis measured from the one year anniversary of the issuance, so long as the shareholder remains an employee of the Company as of the date of each such release, until all of the common stock is released from restriction. If the shareholder's employment terminates prior to the release of all shares from restriction, the shares not yet vested are subject to repurchase by the Company at the lower of $0.001 or the share's then fair market value.

        Stock-based compensation expense related to the restricted common stock is being recognized ratably over the restriction period of three years based on the fair value at the time of issuance. For the nine

F-40

Millennial Media, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (continued)

months ended September 30, 2011, the Company recognized non-cash stock-based compensation expense associated with restricted common stock of $598,000. At September 30, 2011, unrecognized compensation expense relating to the restricted stock awards was $3.9 million and the aggregate intrinsic value of the unvested restricted stock was $4.5 million.

9. Fair Value Measurements

        The carrying amounts of certain of the Company's financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, approximate their respective fair values due to their short-term nature.

        The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The three tiers are defined as follows:

•

Level 1.  Observable inputs based on unadjusted quoted prices in active markets for identical assets or liabilities;

•

Level 2.  Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

•

Level 3.  Unobservable inputs for which there is little or no market data, which require the Company to develop its own assumptions.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

        The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level to classify them for each reporting period. This determination requires significant judgments to be made. The following table summarizes the Company's conclusions reached as of December 31, 2010 and September 30, 2011 (in thousands):

	Balance at December 31, 2010		Level 1		Level 2		Level 3
Assets:
Money market funds(1)	$	2,407	$	2,407	$	—	$	—
	$	2,407	$	2,407	$	—	$	—
Liabilities:
Series B warrant(2)	$	105	$	—	$	—	$	105
	$	105	$	—	$	—	$	105

F-41

Millennial Media, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (continued)

	Balance at September 30, 2011		Level 1		Level 2		Level 3
Assets:
Money market funds(1)	$	13,908	$	13,908	$	—	$	—
	$	13,908	$	13,908	$	—	$	—
Liabilities:
Series B warrant(2)	$	167	$	—	$	—	$	167
	$	167	$	—	$	—	$	167

(1)

Money market funds are classified as cash equivalents in the Company's unaudited condensed consolidated balance sheets. As short-term, highly liquid investments readily convertible to known amounts of cash, with remaining maturities of three months or less at the time of purchase, the Company's cash equivalent money market funds have carrying values that approximate fair value.



(2)

The Company used an option pricing model to determine the fair value of the Series B preferred stock warrant. Significant inputs included an estimate of the fair value of the Company's Series B preferred stock, the remaining contractual life of the warrant, a risk free rate of interest, and an estimate of the Company's stock volatility using the volatilities of guideline peer companies.

Assets Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs

        The following table presents the changes in the Company's Level 3 instruments measured at fair value on a recurring basis during the nine months ended September 30 (in thousands):

	Series B Warrant
	2010			2011
Balance at January 1	$	26		$	105
Unrealized (gain) loss included in earnings		(7	)		62
Balance at September 30	$	19		$	167

10. Net Loss Per Share

        The Company uses the two-class method to compute net loss per share because the Company has issued securities, other than common stock, that contractually entitle the holders to participate in dividends and earnings of the Company. The two-class method requires earnings for the period to be allocated between common stock and participating securities based upon their respective rights to receive distributed and undistributed earnings. Each series of the Company's redeemable convertible preferred stock on an as-if-converted basis as well as the restricted common stock issued in the Condaptive acquisition are entitled to participate in distributions, when and if declared by the board of directors, that are made to common stockholders and as a result are considered participating securities.

        Under the two-class method, for periods with net income, basic net income per common share is computed by dividing the net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Net income attributable to common stockholders is computed by subtracting from net income the portion of current year earnings that the participating securities would have been entitled to receive pursuant to their dividend rights had all of the

F-42

Millennial Media, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (continued)

year's earnings been distributed. No such adjustment to earnings is made during periods with a net loss, as the holders of the participating securities have no obligation to fund losses. Diluted net loss per common share is computed under the two-class method by using the weighted-average number of shares of common stock outstanding, plus, for periods with net income attributable to common stockholders, the potential dilutive effects of stock options and warrants. In addition, the Company analyzes the potential dilutive effect of the outstanding participating securities under the "if-converted" method when calculating diluted earnings per share, in which it is assumed that the outstanding participating securities convert into common stock at the beginning of the period. The Company reports the more dilutive of the approaches (two class or "if-converted") as its diluted net income per share during the period. Due to net losses for the nine months ended September 30, 2010 and 2011, basic and diluted loss per share were the same, as the effect of potentially dilutive securities would have been antidilutive.

        The following securities have been excluded from the calculation of weighted average common shares outstanding because the effect is anti-dilutive:

	Nine Months Ended September 30,
	2010		2011
Redeemable convertible preferred stock:
Series A-1		6,341,465		6,341,465
Series A-2		9,448,220		9,448,220
Series B		12,686,855		12,686,855
Series C		10,759,630		10,759,630
Series D		—		8,442,833
Restricted common stock		—		1,448,080
Warrant to purchase Series B preferred stock		50,750		50,750
Stock options		6,617,541		7,488,450

Pro forma Loss Per Share (unaudited)

        The numerator and denominator used in computing pro forma net loss per share for the nine months ended September 30, 2011 have been adjusted to assume the conversion of all outstanding shares of redeemable convertible preferred stock to common stock as of the beginning of the period or at the time of issuance, if later and the reclassification of the outstanding Series B warrant from other long-term liabilities to additional paid-in capital as of the beginning of the period.

	Nine months ended September 30, 2011
Numerator (in thousands):
Historical net loss attributable to common shareholders	$	(4,145	)
Plus: accretion of dividends on redeemable preferred stock		3,728
Plus: changes in the fair value of the Series B warrant liability		62
Pro forma numerator for basic and diluted loss per share	$	(355	)
Denominator:
Historical denominator for basic and diluted net loss per share—weighted average shares		16,336,295
Plus: conversion of redeemable preferred stock to common stock		47,679,003
Pro forma denominator for basic and diluted loss per share		64,015,298
Pro forma basic and diluted loss per share	$	(0.01	)

F-43

Millennial Media, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (continued)

11. Income Taxes

        The benefit for income taxes for the nine months ended September 30, 2010 and 2011 includes $0 and $495,000, respectively, of discrete tax benefits. The Company recorded a discrete tax benefit in the second quarter of 2011 due to a change in judgment about the realizability of the Company's deferred tax assets due to a future taxable temporary difference established in connection with the acquisition of Condaptive, Inc.

12. Segment and Geographic Information

        The Company has concluded that its operations constitute one operating and reportable segment. Substantially all assets were held in the United States for the nine months ended September 30, 2010 and 2011. The following table summarizes revenue generated through sales personnel employed by our U.S. and non-U.S. subsidiaries (in thousands):

	Nine Months Ended September 30,
	2010		2011
Revenue:
Domestic	$	28,341	$	62,363
International		746		6,766
Total	$	29,087	$	69,129

13. Related Parties

        During the nine months ended September 30, 2011, the Company repurchased 300,761 shares of common stock from a member of the executive team for $980,000. The Company recorded a reduction to common stock based on the par value of the shares repurchased and additional paid-in capital of $0 and $827,000, respectively, which represented the Company's estimate of the fair value of the Company's common stock on the date of repurchase. The shares purchased were cancelled and retired. The price paid in excess of fair value of the shares of $153,000 was recorded as compensation expense to the employee and is included in general and administrative expense in the Company's unaudited condensed consolidated statements of operations.

14. Subsequent Events

        During December 2011, the Company entered into a lease for office space with a term through December 2016. The total future minimum lease payments related to this lease are approximately $1.5 million.

F-44

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.    Other Expenses of Issuance and Distribution.

        The following table sets forth all costs and expenses, other than underwriting discounts and commissions, payable by us in connection with the sale of the common stock being registered. All amounts shown are estimates except for the SEC registration fee and the Financial Industry Regulatory Authority, or FINRA, filing fee.

	Amount to be Paid
SEC registration fee	$8,595
FINRA filing fee	8,000
Stock exchange initial listing fee	*
Blue sky fees and expenses	*
Printing and engraving	*
Legal fees and expenses	*
Accounting fees and expenses	*
Transfer agent and registrar fees	*
Miscellaneous fees and expenses	*
Total	$*

*

To be filed by amendment.

Item 14.    Indemnification of Directors and Officers.

        We are incorporated under the laws of the State of Delaware. Section 102 of the Delaware General Corporation Law permits a corporation to eliminate the personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit.

        Section 145 of the Delaware General Corporation Law provides that a corporation has the power to indemnify a director, officer, employee or agent of the corporation and certain other persons serving at the request of the corporation in related capacities against expenses (including attorneys' fees), judgments, fines and amounts paid in settlements actually and reasonably incurred by the person in connection with an action, suit or proceeding to which he is or is threatened to be made a party by reason of such position, if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

        As permitted by the Delaware General Corporation Law, our amended and restated certificate of incorporation and bylaws provide that: (i) we are required to indemnify our directors to the fullest extent permitted by the Delaware General Corporation Law; (ii) we may, in our discretion, indemnify our officers, employees and agents as set forth in the Delaware General Corporation Law; (iii) we are required, upon satisfaction of certain conditions, to advance all expenses incurred by our directors in

II-1

connection with certain legal proceedings; (iv) the rights conferred in the bylaws are not exclusive; and (v) we are authorized to enter into indemnification agreements with our directors, officers, employees and agents.

        We have entered into agreements with our directors that require us to indemnify them against expenses, judgments, fines, settlements and other amounts that any such person becomes legally obligated to pay (including with respect to a derivative action) in connection with any proceeding, whether actual or threatened, to which such person may be made a party by reason of the fact that such person is or was a director or officer of us or any of our affiliates, provided such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, our best interests. The indemnification agreements also set forth certain procedures that will apply in the event of a claim for indemnification thereunder. At present, no litigation or proceeding is pending that involves any of our directors or officers regarding which indemnification is sought, nor are we aware of any threatened litigation that may result in claims for indemnification.

        We maintain a directors' and officers' liability insurance policy. The policy insures directors and officers against unindemnified losses arising from certain wrongful acts in their capacities as directors and officers and reimburses us for those losses for which we have lawfully indemnified the directors and officers. The policy contains various exclusions.

        In addition, the underwriting agreement filed as Exhibit 1.1 to this Registration Statement provides for indemnification by the underwriters of us and our officers and directors for certain liabilities arising under the Securities Act, or otherwise. Our second amended and restated investor rights agreement with certain investors also provides for cross-indemnification in connection with the registration of the our common stock on behalf of such investors.

Item 15.    Recent Sales of Unregistered Securities.

        The following list sets forth information regarding all unregistered securities sold by us since January 1, 2009 through the date of the prospectus that is a part of this registration statement (the "Prospectus").

1)

From January 1, 2009 through the date of the Prospectus, we have granted options under our 2006 equity incentive plan to purchase an aggregate of 4,981,292 shares of our common stock to employees, consultants and directors, having exercise prices ranging from $0.736 to $4.02 per share. Of these, options to purchase an aggregate of 119,606 shares have been cancelled without being exercised. During the period from January 1, 2009 through the date of the Prospectus, an aggregate of 2,383,956 shares were issued upon the exercise of stock options, at exercise prices between $0.042 and $2.75 per share, for aggregate proceeds of approximately $347,000.



2)

In November 2009, we issued an aggregate of 10,759,630 shares of our Series C convertible preferred stock to nine accredited investors at a per share price of $1.48704, for aggregate consideration of approximately $16.0 million.



3)

In December 2010, we issued an aggregate of 8,442,833 shares of our Series D convertible preferred stock to eight accredited investors at a per share price of $3.2572, for aggregate consideration of approximately $27.5 million.



4)

In May 2011, we issued an aggregate of 1,472,409 shares of our common stock to 11 accredited investors in connection with our acquisition of Condaptive, Inc.

        The offers, sales and issuances of the securities described in paragraph (1) were exempt from registration under Rule 701 promulgated under the Securities Act in that the transactions were under compensatory benefit plans and contracts relating to compensation as provided under Rule 701. The recipients of such securities were our employees, directors or consultants and received the securities under

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our 2006 equity incentive plan. Appropriate legends were affixed to the securities issued in these transactions.

        The offers, sales and issuances of the securities described in paragraphs (2) and (3) were exempt from registration under Section 4(2) of the Securities Act and Regulation D promulgated under the Securities Act. The recipients represented to us that they acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the securities issued in these transactions. The recipients represented to us that they were accredited investors as defined in Rule 501 promulgated under the Securities Act.

        The offer, sale and issuance of the securities described in paragraph (4) were exempt from registration under Section 4(2) of the Securities Act as a transaction not involving a public offering. Appropriate legends were affixed to the securities issued in this transaction.

Item 16.    Exhibits and Financial Statement Schedules.

(a) Exhibits

Exhibit Number	Description of Document
1.1†	Form of Underwriting Agreement.
3.1	Amended and Restated Certificate of Incorporation, as amended to date and as currently in effect.
3.2†	Form of Certificate of Amendment of Restated Certificate of Incorporation to be filed prior to the completion of this offering.
3.3†	Form of Amended and Restated Certificate of Incorporation to be effective upon completion of this offering.
3.4	Bylaws, as amended to date and as currently in effect.
3.5†	Form of Amended and Restated Bylaws to be effective upon completion of this offering.
4.1	Reference is made to exhibits 3.1 through 3.5.
4.2†	Specimen stock certificate evidencing shares of Common Stock.
5.1†	Opinion of Cooley LLP as to legality.
10.1	Loan and Security Agreement, dated as of August 11, 2011, by and between the Registrant and Silicon Valley Bank.
10.2	Warrant to purchase shares of Series B Preferred Stock issued to Silicon Valley Bank, dated October 30, 2008.
10.3	Third Amended and Restated Investor Rights Agreement, dated as of December 23, 2010, by and among the Registrant and certain of its stockholders.
10.4	Office Lease, dated as of July 11, 2008, by and between the Registrant and The Can Company LLC, including First Addendum, dated as of December 12, 2011.
10.5	Sublease, dated as of February 4, 2011, by and between the Registrant and TravelClick, Inc., including First Addendum, dated as of March 1, 2011.
10.6	Sublease, dated as of September 27, 2010, by and between the Registrant and Can Company Tenant LLC.
10.7+	2006 Equity Incentive Plan, as amended to date.
10.8+	Form of Stock Option Agreement under 2006 Equity Incentive Plan.
10.9+†	2012 Equity Incentive Plan.
10.10+†	Form of Incentive Stock Option Agreement under 2012 Equity Incentive Plan.
10.11+†	Form of Nonqualified Stock Option Agreement under 2012 Equity Incentive Plan.
10.12+†	Form of Restricted Stock Award Agreement under 2012 Equity Incentive Plan.
10.13+†	2012 Employee Stock Purchase Plan.
10.14+†	Non-Employee Director Compensation Plan to be in effect upon the completion of this offering.

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Exhibit Number	Description of Document
10.15+†	Form of Indemnification Agreement with directors to be in effect upon completion of this offering.
10.16+†	Employment Agreement with Paul Palmieri to be in effect upon completion of this offering.
10.17+†	Employment Agreement with Michael Avon to be in effect upon completion of this offering.
10.18+†	Employment Agreement with Stephen Root to be in effect upon completion of this offering.
10.19+†	Employment Agreement with Chris Brandenburg to be in effect upon completion of this offering.
21.1	Subsidiaries of the Registrant
23.1	Consent of Ernst & Young LLP, independent registered public accounting firm.
23.2†	Consent of Cooley LLP (included in Exhibit 5.1).
24.1	Power of Attorney. Reference is made to the signature page hereto.

†

To be filed by amendment.

+

Indicates management contract or compensatory plan.

(b) Financial Statement Schedules

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of Millennial Media, Inc.

        We have audited the consolidated financial statements of Millennial Media, Inc. as of December 31, 2010 and 2009, and for each of the three years in the period ended December 31, 2010, and have issued our report thereon dated January 5, 2012 (included elsewhere in this Registration Statement). Our audits also included the financial statement schedule listed in Item 16(b) of Form S-1 of this Registration Statement. This schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits.

        In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/ Ernst & Young LLP

Baltimore, Maryland
January 5, 2012

Schedule II—Valuation and Qualifying Accounts (in thousands)

	Balance at Beginning of Period		Additions Charged To Expense/Against Revenue		Deductions			Balance at End of Period
Allowance for doubtful accounts and sales credits:
Year ended December 31, 2008	$	10	$	63	$	—		$	73
Year ended December 31, 2009	$	73	$	161	$	(25	)	$	209
Year ended December 31, 2010	$	209	$	1,084	$	(259	)	$	1,034

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Item 17.    Undertakings.

        The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

        The undersigned Registrant hereby undertakes that:

(1)

For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.



(2)

For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baltimore, State of Maryland, on the 5th day of January, 2012.

MILLENNIAL MEDIA, INC.
By:	/s/ PAUL J. PALMIERI Paul J. Palmieri President and Chief Executive Officer

        KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael Avon, Ho Shin and Brent B. Siler, and each of them, his true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and (iv) take any and all actions which may be necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agent, proxy and attorney-in-fact or any of his substitutes may lawfully do or cause to be done by virtue thereof.

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        Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PAUL J. PALMIERI Paul J. Palmieri	President, Chief Executive Officer and Director (Principal Executive Officer)	January 5, 2012
/s/ MICHAEL B. AVON Michael B. Avon	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	January 5, 2012
/s/ ANDREW JEANNERET Andrew Jeanneret	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	January 5, 2012
/s/ ROBERT P. GOODMAN Robert P. Goodman	Director	January 5, 2012
/s/ ARUN GUPTA Arun Gupta	Director	January 5, 2012
/s/ PATRICK J. KERINS Patrick J. Kerins	Director	January 5, 2012
/s/ ALAN MACINTOSH Alan MacIntosh	Director	January 5, 2012
/s/ JOHN D. MARKLEY, JR. John D. Markley, Jr.	Director	January 5, 2012
/s/ WENDA HARRIS MILLARD Wenda Harris Millard	Director	January 5, 2012
/s/ JAMES A. THOLEN James A. Tholen	Director	January 5, 2012
/s/ GEORGE ZACHARY George Zachary	Director	January 5, 2012

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EX-3.1

Exhibit 3.1

Delaware

The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF “MILLENNIAL MEDIA, INC.”, FILED IN THIS OFFICE ON THE TWENTY-SECOND DAY OF DECEMBER, A.D. 2010, AT 3:46 O’CLOCK P.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT COUNTY RECORDER OF DEEDS.

		/s/ Jeffrey W Bullock
		Jeffrey W Bullock, Secretary of State
4166580 8100		AUTHENTICATION:	8448973
101224409		DATE:	12-22-10

You may verify this certificate online at corp.delaware.gov/authver.shtml

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State of Delaware

Secretary of State

Division of Corporations

Delivered 03:49 PM 12/22/2010

FILED 03:46 PM 12/22/2010

SRV 101224409 - 4166580 FILE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

MILLENNIAL MEDIA, INC.

Paul J. Palmieri hereby certifies that:

ONE:The date of filing the original Certificate of Incorporation of this company with the Secretary of State of the State of Delaware was May 30, 2006.

TWO:He is the duly elected and acting President of MILLENNIAL MEDIA, INC., a Delaware corporation.

THREE:The Certificate of Incorporation of this company is hereby amended and restated to read as follows:

I.

The name of this company is MILLENNIAL MEDIA, INC. (the “Company” or the “Corporation”).

II.

The address of the registered office of this Company in the State of Delaware is 160 Greentree Drive, Suite 101, City of Dover, County of Kent, Zip Code 19904, and the name of the registered agent of this Corporation in the State of Delaware at such address is National Registered Agents, Inc.

III.

The purpose of the Company is to engage in any lawful act or activity for which a corporation may be organized under the Delaware General Corporation Law (“DGCL”).

IV.

A.The Company is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.”  The total number of shares which the Company is authorized to issue is 122,622,586 shares, 74,892,833 shares of which shall be Common Stock (the “Common Stock”) and 47,729,753 shares of which shall be Preferred Stock (the “Preferred Stock”).  The Preferred Stock shall have a par value of $0.001 per share and the Common Stock shall have a par value of $0.001 per share.

B.The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares of Common Stock then outstanding) by the affirmative vote of the holders of a majority of the stock of the Company entitled to vote (voting together as a single class on an as-if-converted basis).

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C.6,341,465 of the authorized shares of Preferred Stock are hereby designated “Series A-1 Preferred Stock” (the “Series A-1 Preferred”); 9,448,220 of the authorized shares of Preferred Stock are hereby designated “Series A-2 Preferred Stock” (the “Series A-2 Preferred” and together with the Series A-1 Preferred, the “Series A Preferred”); 12,737,605 of the authorized shares of Preferred Stock are hereby designated “Series B Preferred Stock” (the “Series B Preferred”); 10,759,630 of the authorized shares of Preferred Stock are hereby designated “Series C Preferred Stock” (the “Series C Preferred”); and 8,442,833 of the authorized shares of Preferred Stock are hereby designated “Series D Preferred Stock” (the “Series D Preferred” and together with the Series A Preferred, the Series B Preferred and the Series C Preferred, the “Series Preferred”).

D.The rights, preferences, privileges, restrictions and other matters relating to the Series Preferred are as follows:

1.DIVIDEND RIGHTS.

(a)Holders of Series Preferred, in preference to the holders of Common Stock, shall be entitled to receive, (A) when, as and if declared by the Board of Directors (the “Board”), but only out of funds that are legally available therefor, (B) upon a Liquidation Event (as defined herein), or (C) upon the redemption of the Series Preferred pursuant to Section 6 below, cash dividends at the rate of seven percent (7%) of the applicable Original Issue Price (as defined below) for such series of Series Preferred per annum on each outstanding share of Series Preferred.  Such dividends shall be payable only when, as and if declared by the Board, shall accrue from the date of issuance of the underlying share (whether or not declared), and shall be cumulative and compound annually.  No dividend may be declared or paid on a series of the Series Preferred unless all then accrued dividends are declared and paid on each other series of the Series Preferred.

(b)The “Series A-1 Original Issue Price” shall be $0.205 for the Series A-1 Preferred, the “Series A-2 Original Issue Price” shall be $0.5292 for the Series A-2 Preferred, the “Series B Original Issue Price” shall be $1.182326 for the Series B Preferred, the “Series C Original Issue Price” shall be $1.48704 for the Series C Preferred and the “Series D Original Issue Price” shall be $3.2572 for the Series D Preferred (each as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares after the date that this Amended and Restated Certificate of Incorporation is filed with, and declared effective by, the Secretary of State of the State of Delaware (the “Filing Date”)).  The Series A-1 Original Issue Price, Series A-2 Original Issue Price, Series B Original Issue Price, Series C Original Issue Price and Series D Original Issue Price are referred to as the “applicable Original Issue Price.”

(c)So long as any shares of Series Preferred are outstanding, the Company shall not pay or declare any dividend, whether in cash or property, or make any other distribution on the Common Stock, or purchase, redeem or otherwise acquire for value any shares of Common Stock until all dividends as set forth in Section 1(a) above on the Series Preferred shall have been paid or declared and set apart, except for:

2

(i)acquisitions of Common Stock by the Company pursuant to agreements which permit the Company to repurchase such shares at cost (or the lesser of cost or fair market value) upon termination of an employee’s services to the Company; provided, that such acquisitions are approved by the Board;

(ii)acquisitions of Common Stock in exercise of the Company’s right of first refusal to repurchase such shares; provided, that such acquisitions are approved by the Board including the affirmative approval of at least three of the Series Designees (as defined in Section 2(c) below);

(iii)acquisitions of Common Stock as contemplated by Section 2.3 of the Company’s Series D Preferred Stock Purchase Agreement, dated on or about the Filing Date; or

(iv)distributions to holders of Series Preferred and Common Stock in accordance with Sections 3 and 4.

(d)In the event dividends are paid on any share of Common Stock, the Company shall pay an additional dividend on all outstanding shares of Series Preferred in a per share amount equal (on an as-if-converted to Common Stock basis) to the amount paid or set aside for each share of Common Stock.

(e)The provisions of Sections 1(c) and 1(d) shall not apply to a dividend payable solely in Common Stock to which the provisions of Section 5(f) hereof are applicable, or any repurchase of any outstanding securities of the Company that is approved by the Board, including the affirmative approval of at least three of the Series Designees.

2.VOTING RIGHTS.

(a)General Rights.  Each holder of shares of the Series Preferred shall be entitled to the number of votes equal to the number of shares of Common Stock into which such shares of Series Preferred could be converted (pursuant to Section 5 hereof) immediately after the close of business on the record date fixed for such meeting or the effective date of such written consent and shall have voting rights and powers equal to the voting rights and powers of the Common Stock and shall be entitled to notice of any stockholders’ meeting in accordance with the bylaws of the Company.  Except as otherwise provided herein or as required by law, the Series Preferred shall vote together with the Common Stock at any annual or special meeting of the stockholders and not as a separate class, and may act by written consent in the same manner as the Common Stock.  As used in this Amended and Restated Certificate of Incorporation, the term “Requisite Preferred Holders” means the holders of at least sixty-seven percent (67%) of the outstanding Series Preferred, voting together as a single class on an as-if converted to Common Stock basis.

(b)Separate Vote of Series Preferred.

(i)For so long as any Series Preferred shares remain outstanding, in addition to any other vote or consent required herein or by law, the vote or

3

written consent of the Requisite Preferred Holders shall be necessary for effecting or validating the following actions (whether by merger, recapitalization, amendment or otherwise) or to permit any subsidiary of the Company to effect or validate any of the following actions (whether by merger, recaptalization, amendment or otherwise):

(A)Any amendment, waiver, alteration, or repeal of any provision of the Certificate of Incorporation or Bylaws of the Company;

(B)Any redemption, repurchase, payment or declaration of dividends or other distributions with respect to Common Stock or Preferred Stock other than dividends required pursuant to Section 1 hereof (except for acquisitions of Common Stock by the Company permitted by Section 1(c)(i), (ii), (iii) and (iv) hereof, payments contemplated by Sections 3 and 4 hereof, and redemptions required by Section 6 hereof);

(C)Any increase or decrease in the authorized number of members of the Company’s Board, or the establishment of any committee of the Board;

(D)Any incurrence of indebtedness (including guarantees of debt) by the Company in excess of an aggregate of $1,000,000 (unless previously approved by the Board, including the affirmative approval of at least three of the Series Designees (as defined below));

(E)Any authorization, issuance or any designation, whether by reclassification or otherwise, of any new class or series of stock or any other securities convertible into or exercisable for equity securities of the Company ranking on a parity with or senior to the Series Preferred in right of redemption, liquidation preference, voting or dividend rights or any other rights, preferences or privileges of the Series Preferred, or any increase in the authorized or designated number of any such new class or series;

(F)Any agreement by the Company or its stockholders regarding an Asset Transfer or Acquisition (each as defined in Section 4 hereof); or

(G)Any voluntary dissolution or liquidation of the Company.

(ii)For so long as any Series B Preferred shares remain outstanding, in addition to any other vote or consent required herein or by law, the vote or written consent of the holders of at least a majority of the then outstanding shares of the Series B Preferred shall be required for any amendment, waiver, alteration or repeal of the Certificate of Incorporation or Bylaws of the Company that alters or changes the powers, preferences, or other special rights of the Series B Preferred so as to affect them adversely (whether by merger, recapitalization, or otherwise) (it being understood that the foregoing shall not limit the Company’s ability to issue securities senior to or pari passu with the Series B Preferred as to dividends, distributions upon a Liquidation Event (as defined herein), redemption or voting).

(iii)For so long as any Series C Preferred shares remain outstanding, in addition to any other vote or consent required herein or by law, the vote or

4

written consent of the holders of at least a majority of the then outstanding shares of the Series C Preferred shall be required for (A) any amendment, waiver, alteration or repeal of the Certificate of Incorporation or Bylaws of the Company that alters or changes the powers, preferences, or other special rights of the Series C Preferred so as to affect them adversely (whether by merger, recapitalization, amendment or otherwise) or that increases the number of authorized shares of Series C Preferred (it being understood that the foregoing shall not limit the Company’s ability to issue securities senior to or pari passu with the Series C Preferred as to dividends, distributions upon a Liquidation Event (as defined herein), redemption or voting) and (B) any increase or decrease in the authorized number of shares of Series C Preferred.

(iv)For so long as any Series D Preferred shares remain outstanding, in addition to any other vote or consent required herein or by law, the vote or written consent of the holders of at least sixty-seven percent (67%) of the then outstanding shares of the Series D Preferred shall be required for (A) any amendment, waiver, alteration or repeal of the Certificate of Incorporation or Bylaws of the Company that alters or changes the powers, preferences, or other special rights of the Series D Preferred so as to affect them adversely (whether by merger, recapitalization, amendment or otherwise) or that increases the number of authorized shares of Series D Preferred (it being understood that the foregoing shall not limit the Company’s ability to issue securities senior to or pari passu with the Series D Preferred as to dividends, distributions upon a Liquidation Event (as defined herein), redemption or voting) and (B) any increase or decrease in the authorized number of shares of Series D Preferred.

(c)Election of Board of Directors.

(i)For so long as any shares of Series A Preferred remain outstanding, the holders of Series A Preferred, voting as a separate class, shall be entitled to elect two (2) members of the Board (together, the “Series A Designees”) at each meeting or pursuant to each consent of the Company’s stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors.

(ii)For so long as any shares of Series B Preferred remain outstanding, the holders of Series B Preferred, voting as a separate class, shall be entitled to elect one (1) member of the Board (the “Series B Designee”) at each meeting or pursuant to each consent of the Company’s stockholders for the election of directors, and to remove from office such director and to fill any vacancy caused by the resignation, death or removal of such director.

(iii)For so long as any shares of Series C Preferred remain outstanding, the holders of Series C Preferred, voting as a separate class, shall be entitled to elect one (1) member of the Board (the “Series C Designee”, and together with the Series A Designees and the Series B Designee, the “Series Designees”) at each meeting or pursuant to each consent of the Company’s stockholders for the election of directors, and to remove from office such director and to fill any vacancy caused by the resignation, death or removal of such director.

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(iv)The holders of Common Stock, voting as a separate class, shall be entitled to elect two (2) members of the Board at each meeting or pursuant to each consent of the Company’s stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors.

(v)The holders of Common Stock and Series Preferred, voting together as a single class on an as-converted basis, shall be entitled to elect all remaining members of the Board at each meeting or pursuant to each consent of the Company’s stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors.

3.LIQUIDATION RIGHTS.

(a)Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary (a “Liquidation Event”), before any distribution or payment shall be made to the holders of any Common Stock, the holders of Series Preferred shall be entitled to be paid out of the assets of the Company legally available for distribution, or the consideration received in such transaction, for each share of Series Preferred held by them, an amount per share of Series Preferred equal to the applicable Original Issue Price (the “Initial Preference Payment”).  If, upon any such Liquidation Event, the assets of the Company (or the consideration received in such transaction) shall be insufficient to make payment in full to all holders of Series Preferred of the Initial Preference Payment, then such assets (or consideration) shall be distributed among the holders of Series Preferred at the time outstanding, ratably in proportion to the full amounts of Initial Preference Payment to which they would otherwise be respectively entitled if such amounts had been paid in full.  After payment of the full Initial Preference Payment to the holders of Series Preferred, and before any distribution or payment shall be made to the holders of any Common Stock, the holders of Series Preferred shall be entitled to be paid out of the assets of the Company legally available for distribution, or the consideration received in connection with such Liquidation Event, for each share of Series Preferred held by them, an amount per share of Series Preferred equal to all accrued but unpaid dividends (whether or not declared) and all declared but unpaid dividends (the “Accrued Dividends” and together with the Initial Preference Payment, the “Preferential Amount”).  If, upon any such Liquidation Event, the assets of the Company (or the consideration received in such transaction) shall be sufficient to make payment in full of the Initial Preference Payment but insufficient to make payment in full to all holders of Series Preferred of the Accrued Dividends, then such assets (or consideration) that remain available for distribution after payment in full of the Initial Preference Payment shall be distributed among the holders of Series Preferred at the time outstanding, ratably in proportion to the full amounts of Accrued Dividends to which they would otherwise be respectively entitled if such amounts had been paid in full.

(b)After the payment of the Preferential Amount as set forth in Section 3(a) above, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock.

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(c)Deemed Conversion.  Notwithstanding Sections 3(a) and (b) above, solely for purposes of determining the amount each holder of shares of Series Preferred is entitled to receive with respect to a Liquidation Event, each series of Series Preferred shall be treated as if all holders of such series had converted such holder’s shares of such series into shares of Common Stock immediately prior to the Liquidation Event if, as a result of an actual conversion of any series of Series Preferred (including taking into account the operation of this paragraph (c) with respect to all series of Series Preferred), holders of such series would receive (with respect to such series), in the aggregate, an amount greater than the amount that would be distributed to holders of such series if such holders had not converted such series of Series Preferred into shares of Common Stock.  If holders of any series are treated as if they had converted shares of Series Preferred into Common Stock pursuant to this paragraph, then such holders shall not be entitled to receive any distribution pursuant to Sections 3(a) and (b) above that would otherwise be made to holders of such series of Series Preferred.

4.ASSET TRANSFER OR ACQUISITION RIGHTS.

(a)An Acquisition or Asset Transfer (each as hereinafter defined) shall be deemed to be a Liquidation Event of the Company (including without limitation for purposes of Section 3 above), unless the holders of at least sixty-seven percent (67%) of the outstanding Series A Preferred, voting together as a single class on an as-converted basis, the holders of at least a majority of the outstanding Series B Preferred, voting as a single class, the holders of at least a majority of the outstanding Series C Preferred, voting as a single class, and the holders of at least sixty-seven percent (67%) of the outstanding Series D Preferred, voting as a single class, elect otherwise by written notice given to the Company at least five (5) days prior to the effective date of any such Acquisition or Asset Transfer (a “Deemed Liquidation”).  The Company shall not have the power to effect any transaction constituting a Deemed Liquidation unless the agreement or plan of merger or consolidation provides that the consideration payable to the stockholders of the Company shall be allocated among the holders of capital stock of the Company in accordance with Section 3(a), (b) and (c) above.  The amount deemed paid or distributed to holders of capital stock of the Company upon any Deemed Liquidation shall be determined in accordance with Section 4(d) below.

(b)For the purposes of this Section 4: (i) “Acquisition” shall mean any consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, other than any such consolidation, merger or reorganization in which the stockholders of the Company immediately prior to such consolidation, merger or reorganization, continue to hold at least a majority of the voting power of the surviving entity in substantially the same proportions (or, if the surviving entity is a wholly owned subsidiary, its parent) immediately after such consolidation, merger or reorganization; provided that an Acquisition shall not include any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Company or any successor or indebtedness of the Company is cancelled or converted or a combination thereof; and (ii)  “Asset Transfer” shall mean a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Company or the sale, exclusive license, conveyance, exchange or other transfer of all or substantially all of the intellectual property of the Company.

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(c)Allocation of Escrow.  In the event of a Deemed Liquidation pursuant to Section 4(a), if any portion of the consideration payable to the stockholders of the Company is placed into escrow and/or is payable to the stockholders of the Company subject to contingencies, the agreement effecting such Acquisition or Asset Transfer, as applicable, shall provide that (a) the portion of such consideration that is not placed in escrow and not subject to any contingencies (the “Initial Consideration”) shall be allocated among the holders of capital stock of the Company in accordance with Sections 3(a) and 3(b) above as if the Initial Consideration were the only consideration payable in connection with such Deemed Liquidation and (b) any additional consideration which becomes payable to the stockholders of the Company upon release from escrow or satisfaction of contingencies shall be allocated among the holders of capital stock of the Company in accordance with Sections 3(a) and 3(b) above after taking into account the previous payment of the Initial Consideration as part of the same transaction.

(d)In any Acquisition or Asset Transfer, if the consideration to be received is securities of a corporation or other property other than cash, its value will be deemed its fair market value as determined in good faith by the Board, including the affirmative approval of at least three of the Series Designees, on the date such determination is made; provided, however, that any publicly-traded securities to be distributed to stockholders will be valued as follows:

(i)Securities not subject to investment letter or other similar restrictions on free marketability:

(A)If traded on a securities exchange, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the thirty (30)-day period ending three (3) calendar days prior to the closing; and

(B)If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever are applicable) over the thirty (30)-day period ending three (3) calendar days prior to the closing.

(e)The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder’s status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in Sections 4(d)(i)(A) and (B) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

5.CONVERSION RIGHTS.

The holders of the Series Preferred shall have the following rights with respect to the conversion of the Series Preferred into shares of Common Stock (the “Conversion Rights”):

(a)Optional Conversion.  Subject to and in compliance with the provisions of this Section 5, any shares of Series Preferred may, at the option of the holder, be converted at any time into fully-paid and nonassessable shares of Common Stock.  The number of shares of Common Stock to which a holder of Series Preferred shall be entitled upon

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conversion shall be the product obtained by multiplying the applicable Series Preferred Conversion Rate (as defined below) then in effect for such series of Series Preferred (determined as provided in Section 5(b)) by the number of shares of such series of Series Preferred being converted.

(b)Series Preferred Conversion Rate.  The conversion rate in effect at any time for conversion of each series of Series Preferred (the “Series Preferred Conversion Rate” for such series) shall be the quotient obtained by dividing the applicable Original Issue Price for such series of Series Preferred by the applicable “Series Preferred Conversion Price,” calculated as provided in Section 5(c).

(c)Series Preferred Conversion Price.

(i)Series Preferred Conversion Price.  The conversion price for each series of Series Preferred shall initially be the applicable Original Issue Price of such series of Series Preferred (the “Series Preferred Conversion Price”).  Such initial Series Preferred Conversion Price for each series of Series Preferred shall be adjusted from time to time in accordance with this Section 5.  All references to the Series Preferred Conversion Price herein shall mean the Series Preferred Conversion Price as so adjusted.

(d)Mechanics of Conversion.  Each holder of Series Preferred who desires to convert the same into shares of Common Stock pursuant to this Section 5 shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Company or any transfer agent for the Series Preferred, and shall give written notice to the Company at such office that such holder elects to convert the same.  Such notice shall state the number of shares of Series Preferred being converted.  Thereupon, the Company shall promptly issue and deliver at such office to such holder a certificate or certificates for the number of shares of Common Stock to which such holder is entitled and shall promptly pay (i) in cash or, to the extent sufficient funds are not then legally available therefor, in Common Stock (at the Common Stock’s fair market value determined by the Board as of the date of such conversion), any declared and unpaid dividends on the shares of Series Preferred being converted and (ii) in cash (at the Common Stock’s fair market value determined by the Board as of the date of conversion) the value of any fractional share of Common Stock otherwise issuable to any holder of Series Preferred.  Such conversion shall be deemed to have been made at the close of business on the date of such surrender of the certificates representing the shares of Series Preferred to be converted, and the person entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder of such shares of Common Stock on such date.

(e)Adjustment for Stock Splits and Combinations.  If at any time or from time to time after the date that the first share of Series D Preferred is issued (the “Original Issue Date”) the Company effects a subdivision of the outstanding Common Stock without a corresponding subdivision of any series of the Series Preferred, the applicable Conversion Price for such series of the Series Preferred in effect immediately before that subdivision shall be proportionately decreased.  Conversely, if at any time or from time to time after the Original Issue Date the Company combines the outstanding shares of Common Stock

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into a smaller number of shares without a corresponding combination of any series of the Series Preferred Stock, the applicable Conversion Price for such series of the Series Preferred in effect immediately before the combination shall be proportionately increased.  Any adjustment under this Section 5(e) shall become effective at the close of business on the date the subdivision or combination becomes effective.

(f)Adjustment for Common Stock Dividends and Distributions.  If at any time or from time to time on or after the Original Issue Date the Company pays to holders of Common Stock a dividend or other distribution in additional shares of Common Stock without a corresponding dividend or other distribution to holders of any series of the Series Preferred, the applicable Conversion Price of such series of the Series Preferred then in effect shall be decreased as of the time of such issuance,  as provided below:

(i)The applicable Series Preferred Conversion Price shall be adjusted by multiplying such Series Preferred Conversion Price then in effect by a fraction equal to:

(A)the numerator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance, and

(B)the denominator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance plus the number of shares of Common Stock issuable in payment of such dividend or distribution;

(ii)If the Company fixes a record date to determine which holders of Common Stock are entitled to receive such dividend or other distribution, the applicable Series Preferred Conversion Price shall be fixed as of the close of business on such record date and the number of shares of Common Stock shall be calculated immediately prior to the close of business on such record date; and

(iii)If such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the applicable Series Preferred Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Series Preferred Conversion Price shall be adjusted pursuant to this Section 5(f) to reflect the actual payment of such dividend or distribution.

(g)Adjustment for Reclassification, Exchange, Substitution, Reorganization, Merger or Consolidation.  If at any time or from time to time on or after the Original Issue Date the Common Stock issuable upon the conversion of the Series Preferred is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification, merger, consolidation or otherwise (other than an Acquisition or Asset Transfer as defined in Section 4 or a subdivision or combination of shares or stock dividend provided for elsewhere in this Section 5), in any such event each holder of Series Preferred shall then have the right to convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification, merger, consolidation or other change by holders of the maximum number of shares of Common Stock

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into which such shares of Series Preferred could have been converted immediately prior to such recapitalization, reclassification, merger, consolidation or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.  In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5 with respect to the rights of the holders of Series Preferred after the capital reorganization to the end that the provisions of this Section 5 (including adjustment of the Series Preferred Conversion Price then in effect and the number of shares issuable upon conversion of the Series Preferred) shall be applicable after that event and be as nearly equivalent as practicable.

(h)Sale of Shares Below Series Preferred Conversion Price.

(i)If at any time or from time to time after the Original Issue Date, the Company issues or sells, or is deemed by the express provisions of this Section 5(h) to have issued or sold, Additional Shares of Common Stock (as defined below), other than as provided in Section 5(e), 5(f) or 5(g) above, for an Effective Price (as defined below) less than the then effective applicable Series Preferred Conversion Price (a “Qualifying Dilutive Issuance”), then and in each such case, the then existing applicable Series Preferred Conversion Price shall be reduced, as of the opening of business on the date of such issue or sale, to a price determined by multiplying the applicable Series Preferred Conversion Price in effect immediately prior to such issuance or sale by a fraction equal to:

(A)the numerator of which shall be (A) the number of shares of Common Stock deemed outstanding (as determined below) immediately prior to such issue or sale, plus (B) the number of shares of Common Stock which the Aggregate Consideration (as defined below) received or deemed received by the Company for the total number of Additional Shares of Common Stock so issued would purchase at such then-existing applicable Series Preferred Conversion Price, and

(B)the denominator of which shall be the number of shares of Common Stock deemed outstanding (as determined below) immediately prior to such issue or sale plus the total number of Additional Shares of Common Stock so issued.

For the purposes of the preceding sentence, the number of shares of Common Stock deemed to be outstanding as of a given date shall be the sum of (A) the number of actually issued and outstanding shares of Common Stock, (B) the number of shares of Common Stock into which the then outstanding shares of Series Preferred could be converted if fully converted on the day immediately preceding the given date, and (C) the number of shares of Common Stock which are issuable upon the exercise or conversion of all other rights, options and convertible securities outstanding on the day immediately preceding the given date.

(ii)No adjustment shall be made to the Series Preferred Conversion Price in an amount less than one cent per share.  Any adjustment required by this Section 5(h) shall be rounded to the nearest fifth decimal place. Any adjustment otherwise required by this Section 5(h) that is not required to be made due to the preceding two sentences shall be included in any subsequent adjustment to the Series Preferred Conversion Price.

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(iii)For the purpose of making any adjustment required under this Section 5(h), the aggregate consideration received by the Company for any issue or sale of securities (the “Aggregate Consideration”) shall be defined as: (A) to the extent it consists of cash, be computed at the gross amount of cash received by the Company before deduction of any underwriting or similar commissions, compensation or concessions paid or allowed by the Company in connection with such issue or sale and without deduction of any expenses payable by the Company, (B) to the extent it consists of property other than cash, be computed at the fair value of that property as determined in good faith by the Board, and (C) if Additional Shares of Common Stock, Convertible Securities (as defined below) or rights or options to purchase either Additional Shares of Common Stock or Convertible Securities are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be computed as the portion of the consideration so received that may be reasonably determined in good faith by the Board to be allocable to such Additional Shares of Common Stock, Convertible Securities or rights or options.

(iv)For the purpose of the adjustment required under this Section 5(h), if the Company issues or sells (x) Preferred Stock or other stock, options, warrants, purchase rights or other securities convertible into, Additional Shares of Common Stock (such convertible stock or securities being herein referred to as “Convertible Securities”) or (y) rights or options for the purchase of Additional Shares of Common Stock or Convertible Securities and if the Effective Price of such Additional Shares of Common Stock is less than the applicable Series Preferred Conversion Price, in each case the Company shall be deemed to have issued at the time of the issuance of such rights or options or Convertible Securities the maximum number of Additional Shares of Common Stock issuable upon exercise or conversion thereof and to have received as consideration for the issuance of such shares an amount equal to the total amount of the consideration, if any, received by the Company for the issuance of such rights or options or Convertible Securities plus:

(A)in the case of such rights or options, the minimum amounts of consideration, if any, payable to the Company upon the exercise of such rights or options; and

(B)in the case of Convertible Securities, the minimum amounts of consideration, if any, payable to the Company upon the conversion thereof (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities); provided that if the minimum amounts of such consideration cannot be ascertained, but are a function of antidilution or similar protective clauses, the Company shall be deemed to have received the minimum amounts of consideration without reference to such clauses.

(C)If the minimum amount of consideration payable to the Company upon the exercise or conversion of rights, options or Convertible Securities is reduced over time or on the occurrence or non-occurrence of specified events other than by reason of antidilution adjustments, the Effective Price shall be recalculated using the figure to which such minimum amount of consideration is reduced; provided further, that if the minimum amount of consideration payable to the Company upon the exercise or conversion of such rights, options or Convertible Securities is subsequently increased, the Effective Price shall be again

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recalculated using the increased minimum amount of consideration payable to the Company upon the exercise or conversion of such rights, options or Convertible Securities.

(D)No further adjustment of the applicable Series Preferred Conversion Price, as adjusted upon the issuance of such rights, options or Convertible Securities, shall be made as a result of the actual issuance of Additional Shares of Common Stock or the exercise of any such rights or options or the conversion of any such Convertible Securities.  If any such rights or options or the conversion privilege represented by any such Convertible Securities shall expire without having been exercised, the applicable Series Preferred Conversion Price as adjusted upon the issuance of such rights, options or Convertible Securities shall be readjusted to the Series Preferred Conversion Price which would have been in effect had an adjustment been made on the basis that the only Additional Shares of Common Stock so issued were the Additional Shares of Common Stock, if any, actually issued or sold on the exercise of such rights or options or rights of conversion of such Convertible Securities, and such Additional Shares of Common Stock, if any, were issued or sold for the consideration actually received by the Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such rights or options, whether or not exercised, plus the consideration received for issuing or selling the Convertible Securities actually converted, plus the consideration, if any, actually received by the Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) on the conversion of such Convertible Securities, provided that such readjustment shall not apply to prior conversions of Series Preferred.

(v)For the purpose of making any adjustment to the Conversion Price of the Series Preferred required under this Section 5(h), “Additional Shares of Common Stock” shall mean all shares of Common Stock issued by the Company or deemed to be issued pursuant to this Section 5(h) (including shares of Common Stock subsequently reacquired or retired by the Company), other than:

(A)shares of Common Stock issued upon conversion of the Series Preferred;

(B)shares of Common Stock or Convertible Securities issued after the Original Issue Date to employees, officers or directors of, or consultants or advisors to, the Company or any subsidiary that are approved by the Board and that are made pursuant to the Company’s 2006 Equity Incentive Plan, as amended, or such other stock purchase or stock option plans or other arrangements that are approved by the Board, including the affirmative approval of at least two of the Series Designees;

(C)shares of Common Stock issued pursuant to the exercise of Convertible Securities outstanding as of the Original Issue Date;

(D)shares of Common Stock or Convertible Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance or similar business combination with a bona fide commercial operating entity approved by the Board, including the affirmative approval of at least three of the Series Designees;

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(E)shares of Common Stock or Convertible Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement or debt financing from a bank or similar financial or lending institution approved by the Board, including the affirmative approval of at least three of the Series Designees;

(F)shares of Common Stock issued pursuant to a Qualified Public Offering (as defined below); and

(G)any Common Stock or Convertible Securities issued in connection with strategic transactions involving the Company and other bona fide commercial operating entities, including without limitation (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that the issuance of shares therein has been approved by the Company’s Board, including the affirmative approval of at least three of the Series Designees.

References to Common Stock in the subsections of this clause (v) above shall mean all shares of Common Stock issued by the Company or deemed to be issued pursuant to this Section 5(h).  The “Effective Price” of Additional Shares of Common Stock shall mean the quotient determined by dividing the total number of Additional Shares of Common Stock issued or sold, or deemed to have been issued or sold by the Company under this Section 5(h), into the Aggregate Consideration received, or deemed to have been received by the Company for such issue under this Section 5(h), for such Additional Shares of Common Stock.  In the event that the number of shares of Additional Shares of Common Stock or the Effective Price cannot be ascertained at the time of issuance, such Additional Shares of Common Stock shall be deemed issued immediately upon the occurrence of the first event that makes such number of shares or the Effective Price, as applicable, ascertainable.

(vi)In the event that the Company issues or sells, or is deemed to have issued or sold, Additional Shares of Common Stock in a Qualifying Dilutive Issuance (the “First Dilutive Issuance”), then in the event that the Company issues or sells, or is deemed to have issued or sold, Additional Shares of Common Stock in a Qualifying Dilutive Issuance other than the First Dilutive Issuance as a part of the same transaction or series of related transactions as the First Dilutive Issuance (a “Subsequent Dilutive Issuance”), then and in each such case upon a Subsequent Dilutive Issuance the Series Preferred Conversion Price shall be reduced to the Series Preferred Conversion Price that would have been in effect had the First Dilutive Issuance and each Subsequent Dilutive Issuance all occurred on the closing date of the First Dilutive Issuance.

(i)Certificate of Adjustment.  In each case of an adjustment or readjustment of any Series Preferred Conversion Price for the number of shares of Common Stock or other securities issuable upon conversion of any series of Series Preferred, if such Series Preferred is then convertible pursuant to this Section 5, the Company, at its expense, shall compute such adjustment or readjustment in accordance with the provisions hereof and shall prepare a certificate showing such adjustment or readjustment, and shall mail such certificate, by first class mail, postage prepaid, to each registered holder of the affected series of Series Preferred at the holder’s address as shown in the Company’s books.  The certificate shall set

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forth such adjustment or readjustment, showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (i) the consideration received or deemed to be received by the Company for any Additional Shares of Common Stock issued or sold or deemed to have been issued or sold, (ii) the applicable Series Preferred Conversion Price at the time in effect, (iii) the number of Additional Shares of Common Stock and (iv) the type and amount, if any, of other property which at the time would be received upon conversion of such Series Preferred.  Failure to provide such notice shall have no effect on any such adjustment.

(j)Waiver of Antidilution Protection.  Notwithstanding anything to the contrary, any provision of Section 5(h) and any adjustments made or required to be made to the applicable Series Preferred Conversion Price for (A) the Series A Preferred pursuant hereto may be waived on behalf of all shares of the Series A Preferred by the vote or written consent of the holders of at least sixty percent (60%) of the then-outstanding shares of the Series A Preferred, voting together as a single class on an as-if converted to Common Stock basis, (B) the Series B Preferred pursuant hereto may be waived on behalf of all shares of the Series B Preferred by the vote or written consent of the holders of at least a majority of the then-outstanding shares of the Series B Preferred, voting as a single class, (C) the Series C Preferred pursuant hereto may be waived on behalf of all shares of the Series C Preferred by the vote or written consent of the holders of at least a majority of the then-outstanding shares of the Series C Preferred, voting as a single class, and (D) the Series D Preferred pursuant hereto may be waived on behalf of all shares of the Series D Preferred by the vote or written consent of the holders of at least sixty-seven percent (67%) of the then-outstanding shares of the Series D Preferred, voting as a single class.

(k)Notices of Record Date.  Upon (i) any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or (ii) any Acquisition (as defined in Section 4) or other capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, any merger or consolidation of the Company with or into any other corporation, or any Asset Transfer (as defined in Section 4), or any voluntary or involuntary dissolution, liquidation or winding up of the Company, the Company shall mail to each holder of Series Preferred at least ten (10) days prior to (x) the record date, if any, specified therein; or (y) if no record date is specified, the date upon which such action is to take effect (or, in either case, such shorter period approved by the Requisite Preferred Holders) a notice specifying (A) the date on which any such record is to be taken for the purpose of such dividend or distribution and a description of such dividend or distribution, (B) the date on which any such Acquisition, reorganization, reclassification, transfer, consolidation, merger, Asset Transfer, dissolution, liquidation or winding up is expected to become effective, and (C) the date, if any, that is to be fixed as to when the holders of record of Common Stock (or other securities) shall be entitled to exchange their shares of Common Stock (or other securities) for securities or other property deliverable upon such Acquisition, reorganization, reclassification, transfer, consolidation, merger, Asset Transfer, dissolution, liquidation or winding up.

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(l)Automatic Conversion.

(i)Each share of the Series A Preferred shall automatically be converted into shares of Common Stock, based on the then-effective Series Preferred Conversion Price for such series of the Series A Preferred at any time upon the affirmative election the holders of at least sixty percent (60%) of the then-outstanding shares of the Series A Preferred, voting together as a single class on an as-if converted to Common Stock basis.  Each share of the Series B Preferred shall automatically be converted into shares of Common Stock, based on the then-effective Series Preferred Conversion Price for the Series B Preferred at any time upon the affirmative election of the holders of at least a majority of the then-outstanding shares of the Series B Preferred, voting together as a single class.  Each share of the Series C Preferred shall automatically be converted into shares of Common Stock, based on the then-effective Series Preferred Conversion Price for the Series C Preferred at any time upon the affirmative election of the holders of at least a majority of the then-outstanding shares of the Series C Preferred, voting together as a single class.  Each share of the Series D Preferred shall automatically be converted into shares of Common Stock, based on the then-effective Series Preferred Conversion Price for the Series D Preferred at any time upon the affirmative election of the holders of at least sixty-seven percent (67%) of the then-outstanding shares of the Series D Preferred, voting together as a single class.  Each share of the Series Preferred shall automatically be converted into shares of Common Stock, based on the then-effective Series Preferred Conversion Price for such series of the Series Preferred, immediately upon the closing of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Company in which the gross cash proceeds to the Company (before underwriting discounts, commissions and fees) are at least $25,000,000 with a pre-money valuation of the Company of at least $250,000,000 (determined by multiplying the number of shares of Common Stock outstanding immediately prior to the effective date of such initial public offering (assuming the exercise and conversion of all then outstanding exercisable and convertible securities) by the price to public per share of such initial public offering) (a “Qualified Public Offering”).  Upon such automatic conversion, any declared and unpaid dividends shall be paid in accordance with the provisions of Section 5(d).

(ii)Upon the occurrence of any of the events specified in Section 5(k)(i) above, the outstanding shares of the Series Preferred to be converted shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Company or its transfer agent; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless the certificates evidencing such shares of Series Preferred are either delivered to the Company or its transfer agent as provided below, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.  Upon the occurrence of such automatic conversion of the Series Preferred, the holders of Series Preferred shall surrender the certificates representing such shares at the office of the Company or any transfer agent for the Series Preferred.  Thereupon, there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Common Stock into which such shares of

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Series Preferred surrendered were convertible on the date on which such automatic conversion occurred, and any declared and unpaid dividends shall be paid in accordance with the provisions of Section 5(d).

(m)Fractional Shares.  No fractional shares of Common Stock shall be issued upon conversion of Series Preferred.  All shares of Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series Preferred by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share.  If, after the aforementioned aggregation, the conversion would result in the issuance of any fractional share, the Company shall, in lieu of issuing any fractional share, pay cash equal to the product of such fraction multiplied by the fair market value of one share of Common Stock (as determined by the Board) on the date of conversion.

(n)Reservation of Stock Issuable Upon Conversion.  The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Series Preferred, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series Preferred.  If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series Preferred, the Company will take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.

(o)Notices.  Any notice required by the provisions of this Section 5 shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; if not, then on the next business day, (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with verification of receipt.  All notices shall be addressed to each holder of record at the address of such holder appearing on the books of the Company.

(p)Payment of Taxes.  The Company will pay all taxes (other than taxes based upon income) and other governmental charges that may be imposed with respect to the issue or delivery of shares of Common Stock upon conversion of shares of Series Preferred, excluding any tax or other charge imposed in connection with any transfer involved in the issue and delivery of shares of Common Stock in a name other than that in which the shares of Series Preferred so converted were registered.

6.REDEMPTION.

(a)The Company shall be obligated to redeem the Series Preferred as follows:

(i)The holders of at least sixty-seven percent (67%) of the outstanding shares of Series Preferred, voting together as a single class on an as-if converted to Common Stock basis, may require the Company, to the extent it may lawfully do so, by delivery

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to the Company of a written election (the “Redemption Election”) to redeem all of the then outstanding Series Preferred of such holders in two (2) equal annual installments beginning at any date on or after the fifth anniversary of the Original Issue Date (as specified in the Redemption Election), and ending on the date one (1) year from such first redemption date (each a “Redemption Date”); provided that the Company shall receive the Redemption Election to redeem at least sixty (60) days prior to the first Redemption Date (the “Redemption”).  Within ten (10) days after the receipt of the Redemption Election, the Company shall notify each holder of Series Preferred who did not initially deliver the Redemption Election (the “Non-Triggering Preferred Holders”) of the Company’s receipt of the Redemption Election and of such Non-Triggering Preferred Holder’s right to participate in the Redemption (the “Redemption Notification”).  Each Non-Triggering Preferred Holder will have thirty (30) days after its receipt of the Redemption Notification to notify the Company of its intention to participate in the Redemption.  The Company shall effect such redemptions on each Redemption Date by paying in cash in exchange for the shares of Series Preferred to be redeemed on such Redemption Date a sum equal to the applicable Preferential Amount per share of Series Preferred.  The total amount to be paid for the Series Preferred is hereinafter referred to as the “Redemption Price.” The number of shares of Series Preferred that the Company shall be required to redeem on any one Redemption Date shall be equal to the amount determined by dividing (A) the aggregate number of shares of Series Preferred outstanding immediately prior to the Redemption Date by (B) the number of remaining Redemption Dates (including the Redemption Date to which such calculation applies).  Shares subject to redemption pursuant to this Section 6(a) shall be redeemed from each holder of Series Preferred on a pro rata basis, based on the number of shares of Series Preferred then held.  Notwithstanding anything in this Section 6 to the contrary, any such redemption of the Series Preferred shall be made on a pari passu basis amongst the holders of Series A Preferred, Series B Preferred, Series C Preferred and Series D Preferred that request such redemption.  In the event that the assets of the Company available for payment of such redemption amounts are less than the applicable Preferential Amount, the available funds shall be paid first in payment in full of the applicable Initial Preference Payment and then in payment of the applicable Accrued Dividends.

(ii)At least thirty (30) days but no more than sixty (60) days prior to the first Redemption Date, the Company shall send a notice (a “Redemption Notice”) to all holders of Series Preferred to be redeemed setting forth (A) the Redemption Price for the shares to be redeemed; (B) the Redemption Dates, and (C) the place at which such holders may obtain payment of the Redemption Price upon surrender of their share certificates.  If the Company does not have sufficient funds legally available to redeem all shares to be redeemed at the Redemption Date, then it shall so notify such holders and shall redeem such shares pro rata (based on the portion of the aggregate Redemption Price payable to them) to the extent possible and shall redeem the remaining shares to be redeemed as soon as sufficient funds are legally available.

(b)On or prior to such Redemption Date, the Company shall deposit the Redemption Price of all shares to be redeemed with a bank or trust company having aggregate capital and surplus in excess of $10,000,000,000, as a trust fund, with irrevocable instructions and authority to the bank or trust company to pay, on and after such Redemption Date, the Redemption Price of the shares to their respective holders upon the surrender of their

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share certificates.  Any moneys deposited by the Company pursuant to this Section 6(b) for the redemption of shares thereafter converted into shares of Common Stock pursuant to Section 5 hereof no later than the fifth (5th) day preceding the applicable Redemption Date shall be returned to the Company forthwith upon such conversion.  The balance of any funds deposited by the Company pursuant to this Section 6(b) remaining unclaimed at the expiration of one (1) year following such Redemption Date shall be returned to the Company promptly upon its written request.

(c)On or after each such Redemption Date, each holder of shares of Series Preferred to be redeemed shall surrender such holder’s certificates representing such shares to the Company in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price of such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be canceled.  In the event less than all the shares represented by such certificates are redeemed, a new certificate shall be issued representing the unredeemed shares.  From and after such Redemption Date, unless there shall have been a default in payment of the Redemption Price or the Company is unable to pay the Redemption Price due to not having sufficient legally available funds, all rights of the holder of such shares as holder of Series Preferred (except the right to receive the Redemption Price without interest upon surrender of their certificates), shall cease and terminate with respect to such shares; provided that in the event that shares of Series Preferred are not redeemed due to a default in payment by the Company or because the Company does not have sufficient legally available funds, such shares of Series Preferred shall remain outstanding and shall be entitled to all of the rights and preferences provided herein until redeemed.

(d)In the event of a call for redemption of any shares of Series Preferred, the Conversion Rights (as defined in Section 5) for such Series Preferred shall terminate as to the shares designated for redemption at the close of business on the last business day preceding the applicable Redemption Date, unless default is made in payment of the Redemption Price.

7.NO REISSUANCE OF SERIES PREFERRED.

No shares or shares of Series Preferred acquired by the Company by reason of redemption, purchase, conversion or otherwise shall be reissued.

V.

A.The liability of the directors of the Company for monetary damages shall be eliminated to the fullest extent under applicable law.

B.Any repeal or modification of this Article V shall only be prospective and shall not affect the rights under this Article V in effect at the time of the alleged occurrence of any action or omission to act giving rise to liability.

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VI.

For the management of the business and for the conduct of the affairs of the Company, and in further definition, limitation and regulation of the powers of the Company, of its directors and of its stockholders or any class thereof, as the case may be, it is further provided that:

A.The management of the business and the conduct of the affairs of the Company shall be vested in its Board.  The number of directors which shall constitute the whole Board shall be fixed by the Board in the manner provided in the Bylaws, subject to any restrictions which may be set forth in this Restated Certificate.

B.Subject to Article IV, Section 2, hereof, the Board of Directors is expressly empowered to adopt, amend or repeal the Bylaws of the Company.  The stockholders shall also have the power to adopt, amend or repeal the Bylaws of the Company; provided however, that, in addition to any vote of the holders of any class or series of stock of the Company required by law or by this Certificate of Incorporation, the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of the capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provision of the Bylaws of the Company.

C.The directors of the Company need not be elected by written ballot unless the Bylaws so provide.

VII.

The Company renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any Excluded Opportunity.  An “Excluded Opportunity” is any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of, (i) any director of the Company who is not an employee of the Corporation or any of its subsidiaries, or (ii) any holder of Series Preferred or any partner, member, director, stockholder, employee or agent of any such holder, other than someone who is an employee of the Company or any of its subsidiaries (collectively, “Covered Persons”), unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a Covered Person expressly and solely in such Covered Person’s capacity as a director of the Company.

* * * *

FOUR:This Amended and Restated Certificate of Incorporation has been duly approved by the Board of Directors of the Company.

FIVE:This Amended and Restated Certificate of Incorporation was approved by the holders of the requisite number of shares of said corporation in accordance with Section 228 of the DGCL.  This Amended and Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Sections 242 and 245 of the DGCL by the stockholders of the Company.

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IN WITNESS WHEREOF, MILLENNIAL MEDIA, INC. has caused this Amended and Restated Certificate of Incorporation to be signed by its President this 22nd day of December, 2010.

MILLENNIAL MEDIA, INC.
Signature:	/s/ Paul Palmieri
	Paul Palmieri
	President

EX-3.4

Exhibit 3.4

CERTIFICATION

OF

AMENDED AND RESTATED BYLAWS

OF

MILLENNIAL MEDIA, INC.

(a Delaware corporation)

KNOW ALL BY THESE PRESENTS:

I, Paul Palmieri, certify that I am Secretary of Millennial Media, Inc., a Delaware corporation (the “Corporation”), that I am duly authorized to make and deliver this certification, that the attached Amended and Restated Bylaws are a true and correct copy of the Amended and Restated Bylaws of the Corporation in effect as of the date of this certificate.

Dated:  July 21, 2006.

/s/ Paul Palmieri

PAUL PALMIERI

Secretary

AMENDED AND RESTATED

BYLAWS

OF

MILLENNIAL MEDIA, INC.

(A DELAWARE CORPORATION)

As Amended and Restated on July 21, 2006

AMENDED AND RESTATED

BYLAWS

OF

MILLENNIAL MEDIA, INC.

(A DELAWARE CORPORATION)

ARTICLE I

Offices

Section 1.Registered Office.  The registered office shall be established and maintained at the office of National Registered Agents, Inc., in the City of Dover, in the County of Kent, in the State of Delaware, and said corporation, or other such person or entity as the Board of Directors may from time to time designate, shall be the registered agent of Millennial Media, Inc. (the “Corporation”) in charge thereof.

Section 2.Other Offices.  The Corporation may have offices, either within or without the State of Delaware, at such place or places as the Board of Directors may, from time to time, determine or the business of the Corporation may require.

ARTICLE II

Meetings of Stockholders

Section 3.Annual Meetings.

(a)Annual meetings of stockholders for the election of Director(s) and for such other business as may be stated in the notice of the meeting, may be called by the Director(s) or any officer instructed by the Director(s) to call the meeting and shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting.

(b)If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day.  At each annual meeting, the stockholders entitled to vote shall elect a Board of Directors and they may transact such other corporate business as shall be stated in the notice of meeting.

Section 4.Special Meetings.  Special meetings of stockholders for any purpose other than the election of Director(s) may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting and may be called by any two Directors or the Chairman of the Board of Directors, the Chief Executive Officer, the President, or the Secretary or by any officer instructed by the Director(s) or the Chief Executive Officer to call the

meeting, the holders of record of not less than twenty-five percent (25%) of the shares entitled to cast votes at the meeting, or the holders of record of not less than twenty-five percent (25%) of the outstanding shares of any series of the Corporation’s preferred stock.

Section 5.Telephonic Meetings.  Meetings may be held by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and participation in a meeting pursuant to this paragraph shall constitute presence in person at a meeting.

Section 6.Voting.  Except as otherwise provided by applicable law or in the Corporation’s Certificate of Incorporation, as amended and then in effect (the “Certificate of Incorporation”) each stockholder entitled to vote in accordance with the terms of the Certificate of Incorporation and in accordance with the provisions of these Bylaws shall be entitled to one (1) vote for each share of stock entitled to vote held by such stockholder.  Every stockholder entitled to vote or execute consents may do so either in person or by a written proxy executed by the person or his duly authorized agent and filed with the Secretary of the Corporation, but no proxy shall be valid or acted upon after three years from its date, unless the proxy provides for a longer period.  Upon demand of any stockholder, the vote for Director(s) and the vote upon any question before the meeting shall be by ballot.  All elections for Director(s) shall be decided by majority vote, except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware.

Section 7.Voting List.  A complete list of the stockholders entitled to vote at the ensuing election, arranged in alphabetical order, and showing the address of, and the number of shares held by, each stockholder shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present.

Section 8.Conduct Of Meeting.  Meetings of the stockholders shall be presided over by one (1) of the following officers in the order of seniority and if present and acting:  the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the Chief Executive Officer, the President, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the stockholders.  The Secretary of the Corporation or, in his absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the Chairman of the meeting shall appoint a secretary of the meeting.

Section 9.Inspectors.  The Board of Directors, in advance of any meeting, may, but need not, appoint one (1) or more Inspectors of Election to act at the meeting or any adjournment thereof.  If an Inspector or Inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one (1) or more Inspectors.  In case any person who may be appointed as an Inspector fails to appear or act, the vacancy may be filled by appointment made by the Director(s) in advance of the meeting or at the meeting by person presiding thereat.  Each Inspector, if any, before entering upon the discharge of his duties, shall take and sign an oath

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faithfully to execute the duties of Inspector at such meeting with strict impartiality and according to the best of his ability.  The Inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote, with fairness to all stockholders.  On request of the person presiding at the meeting, the Inspector or Inspectors, if any, shall make a report in writing of any challenge, question or matter determined by him or them and execute a certificate of any fact found by him or them.

Section 10.Quorum.  Except as otherwise required by applicable law, by Certificate of Incorporation or by these Bylaws, the presence, in person or by proxy, of stockholders holding a majority of the stock of the Corporation entitled to vote shall constitute a quorum at all meetings of the stockholders.  In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting, from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present.  At such adjourned meeting at which the requisite amount of voting shares shall be represented, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 11.Notice or Waiver of Notice of Meetings.  Written notice, stating the place, date and time of the meeting and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat at his address as it appears on the records of the Corporation, not less than ten (10) nor more than sixty (60) days before the date of the meeting.  No business other than stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.  Attendance of a stockholder at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  A stockholder may also waive notice by so stating in writing either before or after the meeting for which the notice was given.

Section 12.Action Without Meeting.

(a)Unless otherwise provided in the Certificate of Incorporation, any action required by statute to be taken at any annual or special meeting of the stockholders, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, or by electronic transmission setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

(b)Every written consent or electronic transmission shall bear the date of signature of each stockholder who signs the consent, and no written consent or electronic transmission shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the corporation in the manner herein required,

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written consents or electronic transmissions signed by a sufficient number of stockholders to take action are delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  Delivery made to a corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

(c)Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing or by electronic transmission and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of stockholders to take action were delivered to the Corporation as provided in Section 228(c) of the DGCL.  If the action which is consented to is such as would have required the filing of a certificate under any section of the DGCL if such action had been voted on by stockholders at a meeting thereof, then the certificate filed under such section shall state, in lieu of any statement required by such section concerning any vote of stockholders, that written consent has been given in accordance with Section 228 of the DGCL.

(d)A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this section, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the corporation can determine (i) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder and (ii) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission.  The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed.  No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the corporation by delivery to its registered office in the state of Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  Delivery made to a corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested.  Notwithstanding the foregoing limitations on delivery, consents given by telegram, cablegram or other electronic transmission may be otherwise delivered to the principal place of business of the corporation or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded if, to the extent and in the manner provided by resolution of the board of directors of the corporation.  Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

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ARTICLE III

Director(s)

Section 13.Number and Term.  The authorized number of directors of the Corporation shall be fixed by resolution of the Board of Directors from time to time, except that the number of Director(s) shall not be less than one (1).  No reduction of the authorized number of Director(s) shall have the effect of removing any Director prior to the expiration of his term of office.  A Director need not be a stockholder, a citizen of the United States, or a resident of the State of Delaware.  Each Director’s term of office shall begin immediately after his election and qualification.

Section 14.Resignations.  Any Director may resign at any time.  Such resignation shall be made in writing or by electronic transmission, and shall take effect at the time specified therein or, if no time be specified, at the time of its receipt by the Corporation.  Unless otherwise specified, the acceptance of a resignation shall not be necessary to make it effective.

Section 15.Vacancies.  Unless otherwise provided in the Certificate of Incorporation, if the office of any Director becomes vacant, the remaining Director(s) in office, though less than a quorum, by a majority vote, or the sole remaining Director, may appoint any qualified person to fill such vacancy, with such appointee holding office for the unexpired term and until his successor shall be duly chosen at an annual meeting.  The stockholders may at any time elect a Director to fill any vacancy not timely filled by the Director(s).

Section 16.Removal.  Subject to any limitations imposed by applicable law, any Director or Director(s) may be removed, either for or without cause, at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote, either present in person or by proxy, at a special meeting of the stockholders called for such purpose and the vacancies thus created may be filled, at the meeting held for the purpose of removal, by the affirmative vote of a majority in interest of the stockholders entitled to vote.

Section 17.Powers.  The Board of Directors shall exercise all of the powers of the Corporation except such as are by applicable law or by the Certificate of Incorporation of the Corporation or by these Bylaws conferred upon or reserved to the stockholders

Section 18.Committees.

(a)The Board of Directors may, by resolution or resolutions adopted by a majority of the whole Board, designate one or more committees, each committee to consist of two or more of the Director(s) of the Corporation.  The Board may designate one or more Director(s) as alternate members of any committee who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified Director.  No member of any such committee shall continue to be a member of it after he ceases to be a Director of the Corporation.

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(b)Any such committee, to the extent provided in the resolution of the Board of Directors, or in these Bylaws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it; however, no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the Bylaws of the Corporation; and, unless the resolution, Bylaws or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

Section 19.Meetings.

(a)Regular Meetings.  Unless otherwise restricted by the Certificate of Incorporation, regular meetings of the Board of Directors may be held at any time or date and at any place which has been designated by the Board of Directors and publicized among all directors, either orally or in writing, including a voice-messaging system or other system designated to record and communicate messages, facsimile, telegraph or telex, or by electronic mail or other electronic means.  No further notice shall be required for a regular meeting of the Board of Directors.

(b)Special Meetings.  Unless otherwise restricted by the Certificate of Incorporation, special meetings of the Board of Directors may be held at any time and place whenever called by the Chairman of the Board, the Chief Executive Officer, the President or any two of the Directors.

(c)Meetings by Electronic Communications Equipment.  Any member of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

(d)Notice of Special Meetings.  Notice of the time and place of all special meetings of the Board of Directors shall be orally or in writing, by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, facsimile, telegraph or telex, or by electronic mail or other electronic means, during normal business hours, at least twenty-four (24) hours before the date and time of the meeting. If notice is sent by U.S. mail, it shall be sent by first class mail, postage prepaid at least three (3) days before the date of the meeting.  Notice of any meeting may be waived in writing or by electronic transmission at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 20.Waiver of Notice.  Any action taken at any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though taken at a

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meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the Directors not present signs a written waiver of notice or a consent to holding such meeting or an approval of the minutes thereof.  All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 21.Telephonic Meetings.  Members of the Board of Directors may participate in a meeting of such Board by means of conference telephone or other similar communications equipment by means of which all persons participating in the meeting can hear each other.  Participation in a meeting pursuant to this paragraph shall constitute presence in person at such meeting.

Section 22.Quorum.  A majority of the Board of Directors shall constitute a quorum for the transaction of business.  If, at any meeting of the Board, there shall be less than a quorum present, a majority of those present may adjourn the meeting, from time to time, until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be adjourned.

Section 23.Compensation.  Directors shall be entitled to such compensation for their services as may be approved by the Board of Directors, including, if so approved, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, for attendance at each regular or special meeting of the Board of Directors and at any meeting of a committee of the Board of Directors.  Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise and receiving compensation therefor.

Section 24.Action Without Meeting.  Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and such writing or writings or transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee.  Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 25.Rules.  The Board of Directors may adopt such special rules and regulations for the conduct of their meetings and the management of the affairs of the Corporation as they may deem proper, not inconsistent with applicable law or these Bylaws.

ARTICLE IV

Officers

Section 26.Officers.  The officers of the corporation shall include, if and when designated by the Board of Directors, the Chairman, the Chief Executive Officer, the President, one or more Vice Presidents, the Secretary, the Chief Financial Officer, the Treasurer and the Controller.  The Board of Directors may also appoint one or more Assistant Secretaries, Assistant Treasurers, Assistant Controllers and such other officers and agents with such powers

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and duties as it shall deem necessary.  The Board of Directors may assign such additional titles to one or more of the officers as it shall deem appropriate.  Any one person may hold any number of offices of the corporation at any one time unless specifically prohibited therefrom by law.  The salaries and other compensation of the officers of the corporation shall be fixed by or in the manner designated by the Board of Directors.

Section 27.Other Officers and Agents.  The Board of Directors may appoint such other officers and agents as it may deem advisable, including one or more Vice Presidents, each of whom shall hold their offices for such terms and to exercise such powers and perform such duties as shall be determined, from time to time, by the Board of Directors and as these Bylaws require.

Section 28.Chairman.  The Chairman of the Board of Directors, if one is elected, shall preside at all meetings of the Board of Directors and shall have and perform such other duties as, from time to time, may be assigned by the Board of Directors.

Section 29.Chief Executive Officer.  The Chief Executive Officer, if one is elected, shall be the chief executive officer of the Corporation and shall have the general powers and duties of supervision and management usually vested in the office of Chief Executive Officer or President of a corporation.  Except as the Board of Directors shall authorize the execution thereof in some other manner, the Chief Executive Officer shall execute bonds, mortgages and other contracts in behalf of the Corporation and shall cause the seal to be affixed to any instrument requiring it and, when so affixed, the seal shall be attested by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

Section 30.President. The President shall preside at all meetings of the stockholders and at all meetings of the Board of Directors, unless the Chairman of the Board of Directors has been appointed and is present.  Unless another officer has been elected Chief Executive Officer of the Corporation, the President shall be the chief executive officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation.  The President shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.

Section 31.Treasurer or Chief Financial Officer.  The Treasurer or Chief Financial Officer shall:

(a)Have custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation.

(b)Deposit all monies and other valuables in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.

(c)Disburse the funds of the Corporation, as may be ordered by the Board of Directors or the Chief Executive Officer, taking proper vouchers for such disbursements.

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(d)Render to the Chief Executive Officer and the Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all the transactions as Treasurer and of the financial condition of the Corporation.

(e)If required by the Board of Directors, give the Corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board shall prescribe.

(f)Have such other powers and perform such other duties as may be prescribed by the Board of Directors.

Section 32.Secretary.  The Secretary shall give, or cause to be given, notice of all meetings of stockholders and Director(s) and all other notices required by law or by these Bylaws and, in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the Chief Executive Officer or by the Director(s) or by the stockholders, upon whose requisition the meeting is called as provided in these Bylaws.  The Secretary shall record all the proceedings of the meetings of the Corporation and of the Director(s) in a book to be kept for that purpose and shall perform such other duties as may be assigned by the Director(s) or the Chief Executive Officer.  The Secretary shall have the custody of the seal of the Corporation and shall affix the same to all instruments requiring it, when authorized by the Director(s) or the Chief Executive Officer, and attest the same.

Section 33.Assistant Treasurers and Assistant Secretaries.  Assistant Treasurers and Assistant Secretaries, if any are appointed, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the Director(s).  Such Assistant Treasurers and Assistant Secretaries shall, in the absence of the Treasurer or Secretary, respectively, or in the event of their inability or refusal to act, perform the duties and exercise the powers of the Treasurer or Secretary, as the case may be.

ARTICLE V

Miscellaneous

Section 34.Certificates of Stock.  Certificates of stock evidencing fully-paid shares of the Corporation setting forth thereon any statements prescribed by the laws of the State of Delaware and by any other applicable law, signed by the Chairman or Vice-Chairman of the Board of Directors, if they be elected, the President or any Vice President, and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, shall be issued to each stockholder certifying the number of shares owned by him in the Corporation.  Any or all the signatures upon a certificate may be facsimiles.

Section 35.Lost or Destroyed Certificates.  A new certificate of stock may be issued in the place of any certificate theretofore issued by the Corporation, alleged to have been lost or destroyed, and the Director(s) may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the Corporation a bond, in such sum as they may direct not exceeding double the value of the stock, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate or the issuance of any such new certificate.

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Section 36.Transfer of Shares.  The shares of stock of the Corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives and, upon such transfer, the old certificates shall be surrendered to the Corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers or to such other person as the Director(s) may designate, by whom they shall be canceled and new certificates shall thereupon be issued.  A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

Section 37.Stockholders Record Date.  In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purposes of any other lawful action, the Board of Directors may fix, in advance, a record date which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting nor more than sixty (60) days prior to any other action.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 38.Dividends.  Subject to the provisions of the Certificate of Incorporation and the laws of the State of Delaware or any other applicable law, the Board of Directors may, from time to time, out of funds legally available therefor, at any regular or special meeting, declare dividends upon the capital stock of the Corporation as and when they deem such dividends expedient.  Before declaring any dividend, there may be set apart, out of any funds of the Corporation available for dividends, such sum or sums as the Director(s), from time to time, in their discretion, deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the Director(s) shall deem conducive to the best interests of the Corporation.  The Board of Directors may modify or abolish any such reserve in the manner in which it was created.

Section 39.Fractional Shares or Scrip.  The Corporation may, if authorized by the Board of Directors:  issue fractions of a share or pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined; arrange for disposition of fractional shares by the stockholders; or issue scrip or warrants in registered or bearer form entitling the holder to receive a full share upon the surrender of such scrip or warrants aggregating a full share.  Each certificate representing scrip shall be conspicuously labeled “Scrip” and shall contain any information required by the laws of the State of Delaware or other applicable law.  The holder of a fractional share is entitled to exercise the rights of a stockholder, including the right to vote, to receive dividends, and to participate in the assets of the Corporation upon dissolution.  The holder of scrip is not entitled to any of these rights unless the scrip provides for them.  Subject to the provisions of the laws of the State of Delaware, the Board of Directors may authorize the issuance of scrip subject to any conditions considered desirable.

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Section 40.Seal.  The corporate seal shall be circular in form and shall contain the name of the Corporation, the year of its creation and the words “CORPORATE SEAL DELAWARE”.  Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 41.Fiscal Year.  The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 42.Checks.  All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of or payable to the Corporation shall be signed or endorsed by such officer or officers or agent or agents and in such manner as shall be determined, from time to time, by resolution of the Board of Directors

ARTICLE VI

Indemnification

Section 43.Indemnification.

(a)Directors.  The Corporation shall indemnify its Directors to the fullest extent not prohibited by the General Corporation Law of the State of Delaware (the “DGCL”) or any other applicable law; provided, however, that the Corporation may modify the extent of such indemnification by individual contracts with its directors; and, provided, further, that the Corporation shall not be required to indemnify any Director in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the DGCL or any other applicable law or (iv) such indemnification is required to be made under Section 43(d).

(b)Officers, Employees and Other Agents.  The Corporation shall have power to indemnify its officers, employees and other agents as set forth in the DGCL or any other applicable law.  The Board of Directors shall have the power to delegate the determination of whether indemnification shall be given to any such person to such officers or other persons as the Board of Directors shall determine.

(c)Expenses.  The Corporation shall advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a Director or executive officer, of the Corporation, or is or was serving at the request of the Corporation as a director or executive officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefor, all expenses incurred by any director or executive in connection with such proceeding, provided, however, that, if the DGCL requires, an advancement of expenses incurred by a Director or officer in his or her capacity as a Director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the

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corporation of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Section 43 or otherwise.

(d)Enforcement.  Without the necessity of entering into an express contract, all rights to indemnification and advances to directors under this Bylaw shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the Corporation and the Director.  Any right to indemnification or advances granted by this Bylaw to a Director shall be enforceable by or on behalf of the person holding such right in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor.  The claimant in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting the claim.  Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the DGCL or any other applicable law, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct.  In any suit brought by a Director to enforce a right to indemnification or to an advancement of expenses hereunder, the burden of proving that the Director is not entitled to be indemnified, or to such advancement of expenses, under this Article VI or otherwise shall be on the Corporation.

(e)Non-Exclusivity of Rights.  The rights conferred on any person by this Bylaw shall not be exclusive of any other right which such person may have or hereafter acquire under any applicable statute, provision of the Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding office.  The Corporation is specifically authorized to enter into individual contracts with any or all of its Directors, officers, employees or agents respecting indemnification and advances, to the fullest extent not prohibited by the DGCL or any other applicable law.

(f)Survival of Rights.  The rights conferred on any person by this Bylaw shall continue as to a person who has ceased to be a director or executive officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

(g)Insurance.  To the fullest extent permitted by the DGCL, or any other applicable law, the Corporation, upon approval by the Board of Directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Bylaw.

(h)Amendments.  Any amendment, repeal or modification of any provision of this Article VI shall only be prospective and shall not adversely affect the rights or protections of any provision of this Article VI in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any agent of the Corporation.

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(i)Saving Clause.  If this Bylaw or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each Director to the full extent not prohibited by any applicable portion of this Bylaw that shall not have been invalidated, or by any other applicable law.  If this Section 43 shall be invalid due to the application of the indemnification provisions of another jurisdiction, then the Corporation shall indemnify each Director to the full extent under applicable law. Notwithstanding anything herein or otherwise to the contrary, the provisions of this Section 43 shall not be deemed to limit or restrain the corporation from complying with its obligations to any director under the terms of any indemnification agreement entered into by the corporation with any director.

(j)Certain Definitions.  For the purposes of this Bylaw, the following definitions shall apply:

(1)The term “proceeding” shall be broadly construed and shall include, without limitation, the investigation, preparation, prosecution, defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative.

(2)The term “expenses” shall be broadly construed and shall include, without limitation, court costs, attorneys’ fees, witness fees, fines, amounts paid in settlement or judgment and any other costs and expenses of any nature or kind incurred in connection with any proceeding.

(3)The term the “Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Bylaw with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

(4)References to a “director,” “officer,” “employee,” or “agent” of the Corporation shall include, without limitation, situations where such person is serving at the request of the Corporation as, respectively, a director, executive officer, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise.

(5)References to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an

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employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this Bylaw.

ARTICLE VII

Amendments

Subject to any restrictions set forth in the Certificate of Incorporation, these Bylaws may be altered or repealed and new Bylaws may be made at (i) any annual meeting of the stockholders or at any special meeting thereof (if notice of the proposed alteration or repeal of any Bylaw or Bylaws to be made is contained in the notice of such special meeting) by the affirmative vote of a majority of the stock issued and outstanding and entitled to vote thereat or (ii) by the affirmative vote of a majority of the Board of Directors, at any regular or special meeting of the Board of Directors.

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EX-10.1

Exhibit 10.1

LOAN AND SECURITY AGREEMENT

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of August 11, 2011 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and MILLENNIAL MEDIA, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank.  The parties agree as follows:

1ACCOUNTING AND OTHER TERMS

Accounting terms not defined in this Agreement shall be construed following GAAP.  Calculations and determinations must be made following GAAP.  Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13.  All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein.

2LOAN AND TERMS OF PAYMENT

2.1Promise to Pay.  Borrower hereby unconditionally promises to pay Bank the outstanding principal amount of all Credit Extensions and accrued and unpaid interest thereon as and when due in accordance with this Agreement.

2.1.1Revolving Advances.

(a)Availability.  Subject to the terms and conditions of this Agreement, Bank shall make Advances to Borrower not exceeding the Availability Amount.  Amounts borrowed hereunder may be repaid and, prior to the Revolving Line Maturity Date, reborrowed, subject to the applicable terms and conditions precedent herein.

(b)Termination; Repayment.  The Revolving Line terminates on the Revolving Line Maturity Date, when the principal amount of all Advances, the unpaid interest thereon, and all other Obligations relating to the Revolving Line shall be immediately due and payable.  Notwithstanding the foregoing, Borrower shall have the right to terminate the Revolving Line upon three (3) Business Days’ written notice to Bank so long as all Obligations have been paid in full and Borrower has complied with Section 2.1.2(b) with regard to all Letters of Credit.

2.1.2Letters of Credit Sublimit.

(a)As part of the Revolving Line, Bank shall issue or have issued Letters of Credit denominated in Dollars or a Foreign Currency for Borrower’s account.  The aggregate Dollar Equivalent of the face amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) may not exceed the lesser of (A) Two Million Dollars ($2,000,000) minus (i) the sum of all amounts used for Cash Management Services, and minus (ii) the FX Reduction Amount, or (B) the lesser of the Revolving Line or the Borrowing Base, minus (i) the sum of all outstanding principal amounts of any Advances (including any amounts used for Cash Management Services), and minus (ii) the FX Reduction Amount.

(b)If, on the Revolving Line Maturity Date (or the effective date of any termination of this Agreement), there are any outstanding Letters of Credit, then on such date Borrower shall provide to Bank cash collateral in an amount equal to 105% (for Letters of Credit denominated in Dollars) and 110% (for Letters of Credit denominated in a Foreign Currency) of the Dollar Equivalent of the face amount of all such Letters of Credit plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.  All Letters of Credit shall be in form and substance acceptable to Bank in its sole discretion and shall be subject to the terms and conditions of Bank’s standard Application and Letter of Credit Agreement (the “Letter of Credit Application”).  Borrower agrees to execute any further documentation in connection with the Letters of Credit as Bank may reasonably request.  Borrower further agrees to be bound by the regulations and interpretations of the issuer of any Letters of Credit guaranteed by Bank and opened for Borrower’s account or by Bank’s interpretations of any Letter of Credit issued by Bank for Borrower’s account, and Borrower understands and agrees that Bank shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrower’s instructions or those contained in the Letters of Credit or any modifications, amendments, or supplements thereto.

(c)The obligation of Borrower to immediately reimburse Bank for drawings made under Letters of Credit shall be absolute, unconditional, and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, such Letters of Credit, and the Letter of Credit Application.

(d)Borrower may request that Bank issue a Letter of Credit payable in a Foreign Currency.  If a demand for payment is made under any such Letter of Credit, Bank shall treat such demand as an Advance to Borrower of the Dollar Equivalent of the amount thereof (plus fees and charges in connection therewith such as wire, cable, SWIFT or similar charges).

(e)To guard against fluctuations in currency exchange rates, upon the issuance of any Letter of Credit payable in a Foreign Currency, Bank shall create a reserve (the “Letter of Credit Reserve”) under the Revolving Line in an amount equal to ten percent (10%) of the face amount of such Letter of Credit.  The amount of the Letter of Credit Reserve may be adjusted by Bank from time to time to account for fluctuations in the exchange rate.  The availability of funds under the Revolving Line shall be reduced by the amount of such Letter of Credit Reserve for as long as such Letter of Credit remains outstanding.

2.1.3Foreign Exchange Sublimit.  As part of the Revolving Line, Borrower may enter into foreign exchange contracts with Bank under which Borrower commits to purchase from or sell to Bank a specific amount of Foreign Currency (each, a “FX Forward Contract”) on a specified date (the “Settlement Date”).  FX Forward Contracts shall have a Settlement Date of at least one (1) FX Business Day after the contract date and shall be subject to a reserve of ten percent (10%) of each outstanding FX Forward Contract (the “FX Reserve”).  The aggregate amount of FX Forward Contracts at any one time may not exceed ten (10) times the lesser of (A) Two Million Dollars ($2,000,000) minus (i) the sum of all amounts used for Cash Management Services, and minus (ii) the Dollar Equivalent of the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), or (B) the lesser of the Revolving Line or the Borrowing Base, minus (i) the sum of all outstanding principal amounts of any Advances (including any amounts used for Cash Management Services), and minus (ii) the Dollar Equivalent of the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve).  The amount otherwise available for Credit Extensions under the Revolving Line shall be reduced by an amount equal to ten percent (10%) of each outstanding FX Forward Contract (the “FX Reduction Amount”).  Any amounts needed to fully reimburse Bank for any amounts not paid by Borrower in connection with FX Forward Contracts will be treated as Advances under the Revolving Line and will accrue interest at the interest rate applicable to Advances.

2.1.4Cash Management Services Sublimit.Borrower may use the Revolving Line for Bank’s cash management services, which may include merchant services, direct deposit of payroll, business credit card, and check cashing services identified in Bank’s various cash management services agreements (collectively, the “Cash Management Services”), in an aggregate amount not to exceed the lesser of (A) Two Million Dollars ($2,000,000) minus (i) the Dollar Equivalent of the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), and minus (ii) the FX Reduction Amount, or (B) the lesser of the Revolving Line or the Borrowing Base, minus (i) the sum of all outstanding principal amounts of any Advances, minus (ii) the Dollar Equivalent of the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), and minus (iii) the FX Reduction Amount.  Any amounts Bank pays on behalf of Borrower for any Cash Management Services will be treated as Advances under the Revolving Line and will accrue interest at the interest rate applicable to Advances.

2.2Overadvances.  If, at any time, the sum of (a) the outstanding principal amount of any Advances (including any amounts used for Cash Management Services), plus (b) the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), plus (c) the FX Reduction Amount exceeds the lesser of either the Revolving Line or the Borrowing Base, Borrower shall immediately pay to Bank in cash such excess.

2.3Payment of Interest on the Credit Extensions.

(a)Interest Rate.  Subject to Section 2.3(b), the principal amount outstanding under the Revolving Line shall accrue interest at a floating per annum rate equal to the Prime Rate, which interest shall be payable monthly in accordance with Section 2.3(f) below.

(b)Default Rate.  Immediately upon the occurrence and during the continuance of an Event of Default, Obligations shall bear interest at a rate per annum which is five percentage points (5.00%) above the rate

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that is otherwise applicable thereto (the “Default Rate”) unless Bank otherwise elects from time to time in its sole discretion to impose a smaller increase.  Fees and expenses which are required to be paid by Borrower pursuant to the Loan Documents (including, without limitation, Bank Expenses) but are not paid when due shall bear interest until paid at a rate equal to the highest rate applicable to the Obligations.  Payment or acceptance of the increased interest rate provided in this Section 2.3(b) is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Bank.

(c)Adjustment to Interest Rate.  Changes to the interest rate of any Credit Extension based on changes to the Prime Rate shall be effective on the effective date of any change to the Prime Rate and to the extent of any such change.

(d)Computation; 360-Day Year.  In computing interest, the date of the making of any Credit Extension shall be included and the date of payment shall be excluded; provided, however, that if any Credit Extension is repaid on the same day on which it is made, such day shall be included in computing interest on such Credit Extension.  Interest shall be computed on the basis of a 360-day year for the actual number of days elapsed.

(e)Debit of Accounts.  Bank may debit any of Borrower’s deposit accounts, including the Designated Deposit Account, for principal and interest payments or any other amounts Borrower owes Bank when due.  These debits shall not constitute a set-off.

(f)Interest Payment Date.  Unless otherwise provided, interest is payable monthly on the first (1st) calendar day of each month.

2.4Fees.  Borrower shall pay to Bank:

(a)Commitment Fee.  A fully earned, non-refundable commitment fee of Forty-Five Thousand Dollars ($45,000), on the Effective Date;

(b)Letter of Credit Fee.  Bank’s customary fees and expenses for the issuance or renewal of Letters of Credit, upon the issuance of such Letter of Credit, each anniversary of the issuance during the term of such Letter of Credit, and upon the renewal of such Letter of Credit by Bank;

(c)Unused Revolving Line Facility Fee.  A fee (the “Unused Revolving Line Facility Fee”), payable quarterly, in arrears, on a calendar year basis, in an amount equal to one-quarter of one percent (0.25%) per annum of the average unused portion of the Revolving Line, as determined by Bank.  The unused portion of the Revolving Line, for purposes of this calculation, shall equal the difference between (x) the Revolving Line amount (as it may be reduced from time to time) and (y) the average for the period of the daily closing balance of the Revolving Line outstanding plus the sum of the aggregate amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve).  Borrower shall not be entitled to any credit, rebate or repayment of any Unused Revolving Line Facility Fee previously earned by Bank pursuant to this Section notwithstanding any termination of the Agreement or the suspension or termination of Bank’s obligation to make loans and advances hereunder; and

(d)Bank Expenses.  All Bank Expenses (including reasonable attorneys’ fees and expenses for documentation and negotiation of this Agreement) incurred through and after the Effective Date, when due.

2.5Payments; Application of Payments.

(a)All payments (including prepayments) to be made by Borrower under any Loan Document shall be made in immediately available funds in U.S. Dollars, without setoff or counterclaim, before 12:00 p.m. Pacific time on the date when due.  Payments of principal and/or interest received after 12:00 p.m. Pacific time are considered received at the opening of business on the next Business Day.  When a payment is due on a day that is not a Business Day, the payment shall be due the next Business Day, and additional fees or interest, as applicable, shall continue to accrue until paid.

(b)Borrower shall have no right to specify the order or the accounts to which Bank shall allocate or apply any payments required to be made by Borrower to Bank or otherwise received by Bank under this Agreement when any such allocation or application is not specified elsewhere in this Agreement.

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3CONDITIONS OF LOANS

3.1Conditions Precedent to Initial Credit Extension.  Bank’s obligation to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation:

(a)duly executed original signatures to the Loan Documents;

(b)duly executed original signatures to the Control Agreements, if any;

(c)Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the States of Delaware and Maryland as of a date no earlier than thirty (30) days prior to the Effective Date;

(d)duly executed original signatures to the completed Borrowing Resolutions for Borrower;

(e)certified copies, dated as of a recent date, of financing statement searches, as Bank shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;

(f)the Perfection Certificate of Borrower, together with the duly executed original signature thereto;

(g)the duly executed original signatures to the Guaranty and the Security Agreement, together with duly executed original signatures to the completed Resolutions for Guarantor;

(h)evidence satisfactory to Bank that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses and cancellation notice to Bank (or endorsements reflecting the same) in favor of Bank; and

(i)payment of the fees and Bank Expenses then due as specified in Section 2.4 hereof.

3.2Conditions Precedent to all Credit Extensions.  Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent:

(a)timely receipt of an executed Payment/Advance Form;

(b)the representations and warranties in this Agreement shall be true, accurate, and complete in all material respects on the date of the Payment/Advance Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension.  Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement remain true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and

(c)in Bank’s sole discretion, there has not been a Material Adverse Change.

3.3Covenant to Deliver.  Borrower agrees to deliver to Bank each item required to be delivered to Bank under this Agreement as a condition precedent to any Credit Extension.  Borrower expressly agrees that a Credit Extension made prior to the receipt by Bank of any such item shall not constitute a waiver by Bank of Borrower’s obligation to deliver such item, and the making of any Credit Extension in the absence of a required item shall be in Bank’s sole discretion.

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3.4Procedures for Borrowing.

(a)Advances.  Subject to the prior satisfaction of all other applicable conditions to the making of an Advance set forth in this Agreement, to obtain an Advance (other than Advances under Sections 2.1.2 or 2.1.4), Borrower shall notify Bank (which notice shall be irrevocable) by electronic mail, facsimile, or telephone by 12:00 p.m. Pacific time on the Funding Date of the Advance.  Together with any such electronic or facsimile notification, Borrower shall deliver to Bank by electronic mail or facsimile a completed Payment/Advance Form executed by a Responsible Officer or his or her designee.  Bank may rely on any telephone notice given by a person whom Bank believes is a Responsible Officer or designee.  Bank shall credit Advances to the Designated Deposit Account.  Bank may make Advances under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if the Advances are necessary to meet Obligations which have become due.

4CREATION OF SECURITY INTEREST

4.1Grant of Security Interest.  Borrower hereby grants Bank, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof.

4.2Priority of Security Interest.  Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted Liens that may have superior priority to Bank’s Lien under this Agreement).  If Borrower shall acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank.

If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations and cash collateralized obligations extending beyond maturity) are repaid in full in cash.  Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations and cash collateralized obligations extending beyond maturity) and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost and expense, release its Liens in the Collateral and all rights therein shall revert to Borrower.

4.3Authorization to File Financing Statements.  Borrower hereby authorizes Bank to file financing statements, without notice to Borrower, with all appropriate jurisdictions to perfect or protect Bank’s interest or rights hereunder, including a notice that any disposition of the Collateral, not permitted hereby, by either Borrower or any other Person, shall be deemed to violate the rights of Bank under the Code.  Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in Bank’s discretion.

5REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants as follows:

5.1Due Organization, Authorization; Power and Authority.  Borrower and each Guarantor is duly existing and in good standing in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any other jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business.  In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”.  Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that Borrower may from time to time update

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certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement).  If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number.  Bank hereby agrees that the Perfection Certificate shall be deemed to be updated to reflect information provided in any notice delivered by Borrower to Bank pursuant to the last full paragraph of Section 7.2 below.

The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or (v) constitute an event of default under any material agreement by which Borrower is bound.  Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.

5.2Collateral.  Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to grant a Lien hereunder, free and clear of any and all Liens except Permitted Liens.  Borrower has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein (and upon delivery of such notice and taking such action, the Perfection Certificate will be deemed to be updated with the information contained in such notice.  The Accounts are bona fide, existing obligations of the Account Debtors.

The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or as permitted pursuant to Section 7.2.  None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2.

Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business and licenses that could not result in a legal transfer of title of the licensed property but that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States, (b) over-the-counter software that is commercially available to the public, and (c) Intellectual Property licensed to Borrower.  To the best of Borrower’s knowledge, each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part.  To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business.

Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

5.3Accounts Receivable.  For any Eligible Account in any Borrowing Base Certificate, all statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing such Eligible Accounts are and shall be true and correct and all such invoices, instruments and other documents, and all of Borrower’s Books are genuine and in all respects what they purport to be.  Whether or not an Event of Default has occurred and is continuing, Bank may notify any Account Debtor owing Borrower money of Bank’s security interest in such funds and verify the amount of such Eligible Account.  All sales and other transactions underlying or giving rise to each Eligible Account shall comply in all material respects with all applicable laws and governmental rules and regulations.  Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are Eligible Accounts in any Borrowing Base Certificate.  To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Eligible Accounts are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms.

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5.4Litigation.  Except as set forth in the Perfection Certificate or otherwise disclosed to Bank in writing, there are no actions or proceedings pending or, to the knowledge of the Responsible Officers, threatened in writing by or against Borrower or any of its Subsidiaries involving more than, individually or in the aggregate, One Hundred Thousand Dollars ($100,000).

5.5Financial Statements; Financial Condition.  All consolidated financial statements for Borrower and any of its Subsidiaries delivered to Bank fairly present in all material respects Borrower’s consolidated financial condition and Borrower’s consolidated results of operations as of the dates and for the periods covered thereby.  There has not been any material deterioration in Borrower’s consolidated financial condition since the date of the most recent financial statements submitted to Bank.

5.6Solvency.  The fair salable value of Borrower’s assets (including goodwill minus disposition costs) exceeds the fair value of its liabilities; Borrower is not left with unreasonably small capital after the transactions in this Agreement; and Borrower is able to pay its debts (including trade debts) as they mature.

5.7Regulatory Compliance.  Borrower is not an “investment company” or a company “controlled” by an “investment company” under the Investment Company Act of 1940, as amended.  Borrower is not engaged as one of its important activities in extending credit for margin stock (under Regulations X, T and U of the Federal Reserve Board of Governors).  Borrower has complied in all material respects with the Federal Fair Labor Standards Act.  Neither Borrower nor any of its Subsidiaries is a “holding company” or an “affiliate” of a “holding company” or a “subsidiary company” of a “holding company” as each term is defined and used in the Public Utility Holding Company Act of 2005.  Borrower has not violated any laws, ordinances or rules, the violation of which could reasonably be expected to have a material adverse effect on its business.  None of Borrower’s or any of its Subsidiaries’ properties or assets has been used by Borrower or any Subsidiary or, to the best of Borrower’s knowledge, by previous Persons, in disposing, producing, storing, treating, or transporting any hazardous substance other than legally.  Borrower and each of its Subsidiaries have obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all Governmental Authorities that are necessary to continue their respective businesses as currently conducted.

5.8Subsidiaries; Investments.  Borrower does not own any stock, partnership interest or other equity securities except for Permitted Investments.

5.9Tax Returns and Payments; Pension Contributions.  Borrower has timely filed or has obtained extensions for filing all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower.  Borrower may defer payment of any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”.  Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower.  Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

5.10Use of Proceeds.  Borrower shall use the proceeds of the Credit Extensions solely as working capital and to fund its general business requirements and not for personal, family, household or agricultural purposes.

5.11Full Disclosure.  No written representation, warranty or other statement of Borrower in any certificate or written statement given to Bank, as of the date such representation, warranty, or other statement was made, taken together with all such written certificates and written statements given to Bank, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained in the certificates or statements not misleading (it being recognized by Bank that the projections and forecasts provided by Borrower in good faith and based upon reasonable assumptions are not viewed as facts and that actual results during the period or periods covered by such projections and forecasts may differ from the projected or forecasted results).

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5.12Definition of “Knowledge.”  For purposes of the Loan Documents, whenever a representation or warranty is made to Borrower’s knowledge or awareness, to the “best of” Borrower’s knowledge, or with a similar qualification, knowledge or awareness means the actual knowledge, after reasonable investigation, of the Responsible Officers.

6AFFIRMATIVE COVENANTS

Borrower shall do all of the following:

6.1Government Compliance.

(a)Maintain its and all its Subsidiaries’ legal existence and good standing in their respective jurisdictions of formation and maintain qualification in each other jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on Borrower’s business or operations.  Borrower shall comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower’s business.

(b)Obtain all of the Governmental Approvals necessary for the performance by Borrower of its obligations under the Loan Documents to which it is a party and the grant of a security interest to Bank in the Collateral.  Borrower shall promptly provide copies of any such obtained Governmental Approvals to Bank.

6.2Financial Statements, Reports, Certificates.  Deliver to Bank:

(a)Borrowing Base Reports.  Within thirty (30) days after the last day of each month, aged listings of accounts receivable and accounts payable (by invoice date) (the “Borrowing Base Reports”);

(b)Borrowing Base Certificate.  Within thirty (30) days after the last day of each month and together with the Borrowing Base Reports, a duly completed Borrowing Base Certificate signed by a Responsible Officer;

(c)Monthly Financial Statements.  As soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidating balance sheet and income statement covering Borrower’s and its Subsidiaries’ operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”);

(d)Monthly Compliance Certificate.  Within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank shall reasonably request;

(e)Annual Audited Financial Statements.  As soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Bank in its reasonable discretion;

(f)Other Statements.  Within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt;

(g)SEC Filings.  In the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be.  Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address;

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(h)Legal Action Notice.  A prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, One Hundred Thousand Dollars ($100,000) or more; and

(i)Financial Projections.  As soon as available, but not later than thirty (30) days after the last day of Borrower’s fiscal year (or more frequently, as updated), annual financial projections for the following fiscal year commensurate in form and substance with those provided to Borrower’s venture capital investors; and

(j)Other Financial Information.  Budgets, sales projections, operating plans and other financial information reasonably requested by Bank.

6.3Inventory; Returns.  Keep all Inventory in good and marketable condition, free from material defects.  Returns and allowances between Borrower and its Account Debtors shall follow Borrower’s customary practices as they exist at the Effective Date.  Borrower must promptly notify Bank of all returns, recoveries, disputes and claims that involve more than One Hundred Thousand Dollars ($100,000).

6.4Taxes; Pensions.  Timely file, and require each of its Subsidiaries to timely file, all required tax returns and reports and timely pay, and require each of its Subsidiaries to timely pay, all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower and each of its Subsidiaries, except for deferred payment of any taxes contested pursuant to the terms of Section 5.9 hereof, and shall deliver to Bank, on demand, appropriate certificates attesting to such payments, and pay all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms.

6.5Insurance.  Keep its business and the Collateral insured for risks and in amounts standard for companies in Borrower’s industry and location and as Bank may reasonably request.  Insurance policies shall be in a form, with companies, and in amounts that are satisfactory to Bank.  All property policies shall have a lender’s loss payable endorsement showing Bank as a lender loss payee and waive subrogation against Bank.  All liability policies shall show, or have endorsements showing, Bank as an additional insured.  All policies (or their respective endorsements) shall provide that the insurer shall give Bank at least twenty (20) days notice before canceling, amending, or declining to renew its policy.  At Bank’s request, Borrower shall deliver certified copies of policies and evidence of all premium payments.  Proceeds payable under any policy shall, at Bank’s option, be payable to Bank on account of the Obligations. Notwithstanding the foregoing, (a) so long as no Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to Fifty Thousand Dollars ($50,000) with respect to any loss, but not exceeding One Hundred Thousand Dollars ($100,000) in the aggregate for all losses under all casualty policies in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (i) shall be of equal or like value as the replaced or repaired Collateral and (ii) shall be deemed Collateral in which Bank has been granted a first priority security interest, and (b) after the occurrence and during the continuance of an Event of Default, all proceeds payable under such casualty policy shall, at the option of Bank, be payable to Bank on account of the Obligations.  If Borrower fails to obtain insurance as required under this Section 6.5 or to pay any amount or furnish any required proof of payment to third persons and Bank, Bank may make all or part of such payment or obtain such insurance policies required in this Section 6.5, and take any action under the policies Bank deems prudent.

6.6Operating Accounts.

(a)Maintain its primary operating and other deposit accounts and securities accounts with Bank and Bank’s Affiliates, which shall include all of Borrower’s domestic Collateral Accounts.

(b)Provide Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates.  For each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated by Borrower without the prior written consent of Bank.  The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such, (b) Borrower’s account with HSBC in England or (c) Borrower’s accounts at Columbia Bank so long as the funds in such Columbia Bank accounts do not exceed One Hundred Thousand Dollars ($100,000) in the aggregate at any time.

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6.7Financial Covenant.  Maintain at all times, to be tested as of the last day of each month, unless otherwise noted, on a consolidated basis:

(a)Adjusted Quick Ratio.  A ratio of Quick Assets to Current Liabilities minus the current portion of Deferred Revenue of at least 1.25 to 1.00.

6.8Protection of Intellectual Property Rights.

(a)(i) Use commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Property, which is material to Borrower’s business; (ii) promptly advise Bank in writing of material infringements of its Intellectual Property; and (iii) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent.

(b)Provide written notice to Bank within ten (10) days of entering or becoming bound by any Restricted License (other than over-the-counter software that is commercially available to the public).  Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

6.9Litigation Cooperation.  From the date hereof and continuing through the termination of this Agreement, make available to Bank, without expense to Bank, Borrower and its officers, employees and agents and Borrower’s books and records, to the extent that Bank may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Bank with respect to any Collateral or relating to Borrower.

6.10Access to Collateral; Books and Records.  Allow Bank, or its agents, at reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event of Default has occurred and is continuing), to inspect the Collateral and audit and copy Borrower’s Books.  Such inspections or audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing.  Borrower hereby acknowledges that the first such audit shall be conducted within ninety (90) days after the Effective Date.  The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be $850 per person per day (or such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses.  In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling.

6.11Formation or Acquisition of Subsidiaries.  At the time that Borrower or any Guarantor forms any direct or indirect Domestic Subsidiary or acquires any direct or indirect Domestic Subsidiary after the Effective Date, Borrower or such Guarantor shall (a) cause such new Domestic Subsidiary to provide to Bank a Guaranty, (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Domestic Subsidiary, in form and substance satisfactory to Bank, and (c) provide to Bank all other documentation in form and substance satisfactory to Bank, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above.  At the time that Borrower or any Guarantor forms any direct Foreign Subsidiary or acquires any direct Foreign Subsidiary after the Effective Date, Borrower or such Guarantor shall (x) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Foreign Subsidiary (provided that in no event shall more than 65% of the total outstanding voting capital stock of any such new Foreign Subsidiary be required to be pledged), in form and substance satisfactory to Bank, and (y) provide to Bank all other documentation in form and substance satisfactory to Bank, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to in clause (x) above.   Any document, agreement, or instrument executed or issued pursuant to this Section 6.11 shall be a Loan Document.

6.12Further Assurances.  Execute any further instruments and take further action as Bank reasonably requests to perfect or continue Bank’s Lien in the Collateral or to effect the purposes of this Agreement.  Deliver to

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Bank, within five (5) days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a material effect on any of the Governmental Approvals or otherwise on the operations of Borrower or any of its Subsidiaries.

7NEGATIVE COVENANTS

Borrower shall not do any of the following without Bank’s prior written consent:

7.1Dispositions.  Convey, sell, lease, transfer, assign, or otherwise dispose of (collectively, “Transfer”), or permit any of its Subsidiaries to Transfer, all or any part of its business or property, except for Transfers (a) of Inventory in the ordinary course of business; (b) of worn-out or obsolete Equipment; (c) in connection with Permitted Liens and Permitted Investments; (d) of non-exclusive licenses for the use of the property of Borrower or its Subsidiaries in the ordinary course of business and licenses that could not result in a legal transfer of title of the licensed property but that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States; and (e) to Domestic Subsidiaries that are Guarantors who have granted a security interest in their assets in favor of Bank.

7.2Changes in Business, Management, Ownership, or Business Locations.  (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; or (c) (i) have a change in management such that the Key Person ceases to hold such office with Borrower and a replacement satisfactory to Borrower’s Board of Directors is not made within sixty (60) days after such Key Person’s departure from Borrower; or (ii) enter into any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than 40% of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions (other than by the sale of Borrower’s equity securities in a public offering or to venture capital investors so long as Borrower identifies to Bank the venture capital investors prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction).

Borrower shall not, without at least ten (10) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Twenty Five Thousand Dollars ($25,000) in Borrower’s assets or property) or deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty Five Thousand Dollars ($25,000) to a bailee at a location other than to a bailee and at a location already disclosed in the Perfection Certificate (as the same may be updated from time to time), (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization.  If Borrower intends to deliver any portion of the Collateral valued, individually or in the aggregate, in excess of Twenty Five Thousand Dollars ($25,000) to a bailee, and Bank and such bailee are not already parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral, then Borrower will first receive the written consent of Bank, and such bailee shall execute and deliver a bailee agreement in form and substance satisfactory to Bank in its reasonable discretion.

7.3Mergers or Acquisitions.  Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person.  A Subsidiary may merge or consolidate into another Subsidiary or into Borrower.

7.4Indebtedness.  Create, incur, assume, or be liable for any Indebtedness, or permit any Subsidiary to do so, other than Permitted Indebtedness.

7.5Encumbrance.  Except for Permitted Liens, create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, or permit any Collateral not to be subject to the first priority security interest granted herein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

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7.6Maintenance of Collateral Accounts.  Maintain any Collateral Account except pursuant to the terms of Section 6.6(b) hereof.

7.7Distributions; Investments.  (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock; provided that (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof; and (ii) Borrower may pay dividends solely in common stock; or (b) directly or indirectly make any Investment other than Permitted Investments, or permit any of its Subsidiaries to do so.

7.8Transactions with Affiliates.  Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for (i) transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person, (ii) transactions permitted pursuant to the terms of Section 7.1(e) hereof, (iii) transactions permitted pursuant to the terms of Section 7.2 hereof, (iv) transactions permitted pursuant to the term of the second sentence of Section 7.3 hereof, (v) Investments permitted under sub-clause (f) of the definition of Permitted Investments, and (vi) debt financings from Borrower’s investors so long as all such Indebtedness is Subordinated Debt.

7.9Subordinated Debt.  (a) Make or permit any payment on any Subordinated Debt, except under the terms of the subordination, intercreditor, or other similar agreement to which such Subordinated Debt is subject, or (b) amend any provision in any document relating to the Subordinated Debt which would increase the amount thereof or adversely affect the subordination thereof to Obligations owed to Bank.

7.10Compliance.  Become an “investment company” or a company controlled by an “investment company”, under the Investment Company Act of 1940, as amended, or undertake as one of its important activities extending credit to purchase or carry margin stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System), or use the proceeds of any Credit Extension for that purpose; fail to meet the minimum funding requirements of ERISA, permit a Reportable Event or Prohibited Transaction, as defined in ERISA, to occur; fail to comply with the Federal Fair Labor Standards Act or violate any other law or regulation, if the violation could reasonably be expected to have a material adverse effect on Borrower’s business, or permit any of its Subsidiaries to do so; withdraw or permit any Subsidiary to withdraw from participation in, permit partial or complete termination of, or permit the occurrence of any other event with respect to, any present pension, profit sharing and deferred compensation plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

8EVENTS OF DEFAULT

Any one of the following shall constitute an event of default (an “Event of Default”) under this Agreement:

8.1Payment Default.  Borrower fails to (a) make any payment of principal or interest on any Credit Extension on its due date, or (b) pay any other Obligations within three (3) Business Days after such Obligations are due and payable (which three (3) Business Day cure period shall not apply to payments due on the Revolving Line Maturity Date).  During the cure period, the failure to make or pay any payment specified under clause (a) or (b) hereunder is not an Event of Default (but no Credit Extension will be made during the cure period);

8.2Covenant Default.

(a) Borrower fails or neglects to perform any obligation in Sections 6.2, 6.4, 6.5, 6.6, 6.7, 6.8(b), 6.10, or 6.11 or violates any covenant in Section 7; or

(b) Borrower fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and

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within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period).  Cure periods provided under this section shall not apply, among other things, to financial covenants or any other covenants set forth in clause (a) above;

8.3Material Adverse Change.  A Material Adverse Change occurs;

8.4Attachment; Levy; Restraint on Business.

(a) (i) The service of process seeking to attach, by trustee or similar process, any funds of Borrower or of any entity under the control of Borrower (including a Subsidiary) on deposit or otherwise maintained with Bank or any Bank Affiliate, or (ii) a notice of lien or levy is filed against any of Borrower’s assets by any government agency, and the same under subclauses (i) and (ii) hereof are not, within ten (10) days after the occurrence thereof, discharged or stayed (whether through the posting of a bond or otherwise); provided, however, no Credit Extensions shall be made during any ten (10) day cure period; or

(b) (i) any material portion of Borrower’s assets is attached, seized, levied on, or comes into possession of a trustee or receiver, or (ii) any court order enjoins, restrains, or prevents Borrower from conducting any material part of its business;

8.5Insolvency.  (a) Borrower is unable to pay its debts (including trade debts) as they become due or otherwise becomes insolvent; (b) Borrower begins an Insolvency Proceeding; or (c) an Insolvency Proceeding is begun against Borrower and not dismissed or stayed within thirty (30) days (but no Credit Extensions shall be made while of any of the conditions described in clause (a) exist and/or until any Insolvency Proceeding is dismissed);

8.6Other Agreements.  There is, under any agreement to which Borrower or any Guarantor is a party with a third party or parties, (a) any default resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness in an amount individually or in the aggregate in excess of One Hundred Thousand Dollars ($100,000); or (b) any default by Borrower or Guarantor, the result of which could have a material adverse effect on Borrower’s or any Guarantor’s business; provided, however, that Event of Default under this Section 8.6 caused by the occurrence of a default under such other agreement shall be cured or waived for purposes of this Agreement upon Bank receiving written notice from the party asserting such default of such cure or waiver of the default under such other agreement, if at the time of such cure or waiver under such other agreement (x) Bank has not declared an Event of Default under this Agreement and/or exercised any rights with respect thereto; (y) any such cure or waiver does not result in an Event of Default under any other provision of this Agreement or any Loan Document; and (z) in connection with any such cure or waiver under such other agreement, the terms of any agreement with such third party are not modified or amended in any manner which could in the good faith judgment of Bank be materially less advantageous to Borrower or any Guarantor;

8.7Judgments.  One or more final judgments, orders, or decrees for the payment of money in an amount, individually or in the aggregate, of at least One Hundred Thousand Dollars ($100,000) (not covered by independent third-party insurance as to which liability has been accepted by such insurance carrier) shall be rendered against Borrower and the same are not, within ten (10) days after the entry thereof, discharged or execution thereof stayed or bonded pending appeal, or such judgments are not discharged prior to the expiration of any such stay (provided that no Credit Extensions will be made prior to the discharge, stay, or bonding of such judgment, order, or decree);

8.8Misrepresentations.  Borrower or any Person acting for Borrower makes any representation, warranty, or other statement now or later in this Agreement, any Loan Document or in any writing delivered to Bank or to induce Bank to enter this Agreement or any Loan Document, and such representation, warranty, or other statement is incorrect in any material respect when made;

8.9Subordinated Debt.  A default or breach occurs under the Subordination Agreement or any other subordination agreement, intercreditor agreement, or other similar agreement with Bank and any creditor of Borrower, or the Obligations shall for any reason be subordinated or shall not have the priority contemplated by this Agreement, the Subordination Agreement, or such other subordination agreement, intercreditor agreement, or other similar agreement;

8.10Guaranty.  (a) Any guaranty of any Obligations terminates or ceases for any reason to be in full force and effect; (b) any Guarantor does not perform any obligation or covenant under any guaranty of the

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Obligations; (c) any circumstance described in Sections 8.3, 8.4, 8.5, 8.7, or 8.8 occurs with respect to any Guarantor, or (d) the liquidation, winding up, or termination of existence of any Guarantor; or

8.11Governmental Approvals.  Any Governmental Approval with respect to Borrower shall have been (a) revoked, rescinded, suspended, modified in a materially adverse manner or not renewed in the ordinary course for a full term or (b) subject to any decision by a Governmental Authority that designates a hearing with respect to any applications for renewal of any of such Governmental Approval or that could result in the Governmental Authority taking any of the actions described in clause (a) above, and as to (a) or (b) above, such decision or such revocation, rescission, suspension, modification or non-renewal (i) has, or could reasonably be expected to have, a Material Adverse Change, or (ii) materially adversely affects the legal qualifications of Borrower to hold such Governmental Approval in any applicable jurisdiction and such revocation, rescission, suspension, modification or non-renewal could reasonably be expected to affect the status of or legal qualifications of Borrower to hold any Governmental Approval in any other jurisdiction.

9BANK’S RIGHTS AND REMEDIES

9.1Rights and Remedies.  While an Event of Default occurs and continues Bank may, without notice or demand, do any or all of the following:

(a)declare all Obligations immediately due and payable (but if an Event of Default described in Section 8.5 occurs all Obligations are immediately due and payable without any action by Bank);

(b)stop advancing money or extending credit for Borrower’s benefit under this Agreement or under any other agreement between Borrower and Bank;

(c)demand that Borrower (i) deposit cash with Bank in an amount equal to 105% (for Letters of Credit denominated in Dollars) and 110% (for Letters of Credit denominated in a Foreign Currency) of the Dollar Equivalent of the aggregate face amount of all Letters of Credit remaining undrawn (plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment)), to secure all of the Obligations relating to such Letters of Credit, as collateral security for the repayment of any future drawings under such Letters of Credit, and Borrower shall forthwith deposit and pay such amounts, and (ii) pay in advance all letter of credit fees scheduled to be paid or payable over the remaining term of any Letters of Credit;

(d)terminate any FX Forward Contracts;

(e)settle or adjust disputes and claims directly with Account Debtors for amounts on terms and in any order that Bank considers advisable, notify any Person owing Borrower money of Bank’s security interest in such funds, and verify the amount of such account;

(f)make any payments and do any acts it considers necessary or reasonable to protect the Collateral and/or its security interest in the Collateral;

(g)apply to the Obligations (i) any balances and deposits of Borrower it holds, or (ii) any amount held by Bank owing to or for the credit or the account of Borrower;

(h)ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell the Collateral.  Bank is hereby granted a non-exclusive, royalty-free license or other right to use, without charge, Borrower’s labels, Patents, Copyrights, mask works, rights of use of any name, trade secrets, trade names, Trademarks, and advertising matter, or any similar property as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Bank’s exercise of its rights under this Section, Borrower’s rights under all licenses and all franchise agreements inure to Bank’s benefit;

(i)place a “hold” on any account maintained with Bank and/or deliver a notice of exclusive control, any entitlement order, or other directions or instructions pursuant to any Control Agreement or similar agreements providing control of any Collateral;

(j)demand and receive possession of Borrower’s Books; and

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(k)exercise all rights and remedies available to Bank under the Loan Documents or at law or equity, including all remedies provided under the Code (including disposal of the Collateral pursuant to the terms thereof).

9.2Power of Attorney.  Borrower hereby irrevocably appoints Bank as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to:  (a) endorse Borrower’s name on any checks or other forms of payment or security; (b) sign Borrower’s name on any invoice or bill of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Bank determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Bank or a third party as the Code permits.  Borrower hereby appoints Bank as its lawful attorney-in-fact to sign Borrower’s name on any documents necessary to perfect or continue the perfection of Bank’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations and cash collateralized obligations extending beyond maturity) have been satisfied in full and Bank is under no further obligation to make Credit Extensions hereunder.  Bank’s foregoing appointment as Borrower’s attorney in fact, and all of Bank’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations and cash collateralized obligations extending beyond maturity) have been fully repaid and performed and Bank’s obligation to provide Credit Extensions terminates.

9.3Protective Payments.  If Borrower fails to obtain the insurance called for by Section 6.5 or fails to pay any premium thereon or fails to pay any other amount which Borrower is obligated to pay under this Agreement or any other Loan Document, Bank may obtain such insurance or make such payment, and all amounts so paid by Bank are Bank Expenses and immediately due and payable, bearing interest at the then highest rate applicable to the Obligations, and secured by the Collateral.  Bank will make reasonable efforts to provide Borrower with notice of Bank obtaining such insurance at the time it is obtained or within a reasonable time thereafter.  No payments by Bank are deemed an agreement to make similar payments in the future or Bank’s waiver of any Event of Default.

9.4Application of Payments and Proceeds Upon Default.  If an Event of Default has occurred and is continuing, Bank may apply any funds in its possession, whether from Borrower account balances, payments, proceeds realized as the result of any collection of Accounts or other disposition of the Collateral, or otherwise, to the Obligations in such order as Bank shall determine in its sole discretion.  Any surplus shall be paid to Borrower or other Persons legally entitled thereto; Borrower shall remain liable to Bank for any deficiency.  If Bank, in its good faith business judgment, directly or indirectly enters into a deferred payment or other credit transaction with any purchaser at any sale of Collateral, Bank shall have the option, exercisable at any time, of either reducing the Obligations by the principal amount of the purchase price or deferring the reduction of the Obligations until the actual receipt by Bank of cash therefor.

9.5Bank’s Liability for Collateral.  So long as Bank complies with reasonable banking practices regarding the safekeeping of the Collateral in the possession or under the control of Bank, Bank shall not be liable or responsible for: (a) the safekeeping of the Collateral; (b) any loss or damage to the Collateral; (c) any diminution in the value of the Collateral; or (d) any act or default of any carrier, warehouseman, bailee, or other Person.  Borrower bears all risk of loss, damage or destruction of the Collateral.

9.6No Waiver; Remedies Cumulative.  Bank’s failure, at any time or times, to require strict performance by Borrower of any provision of this Agreement or any other Loan Document shall not waive, affect, or diminish any right of Bank thereafter to demand strict performance and compliance herewith or therewith.  No waiver hereunder shall be effective unless signed by the party granting the waiver and then is only effective for the specific instance and purpose for which it is given.  Bank’s rights and remedies under this Agreement and the other Loan Documents are cumulative.  Bank has all rights and remedies provided under the Code, by law, or in equity.  Bank’s exercise of one right or remedy is not an election and shall not preclude Bank from exercising any other remedy under this Agreement or other remedy available at law or in equity, and Bank’s waiver of any Event of Default is not a continuing waiver.  Bank’s delay in exercising any remedy is not a waiver, election, or acquiescence.

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9.7Demand Waiver.  Borrower waives demand, notice of default or dishonor, notice of payment and nonpayment, notice of any default, nonpayment at maturity, release, compromise, settlement, extension, or renewal of accounts, documents, instruments, chattel paper, and guarantees held by Bank on which Borrower is liable.

10NOTICES

All notices, consents, requests, approvals, demands, or other communication by any party to this Agreement or any other Loan Document must be in writing and shall be deemed to have been validly served, given, or delivered: (a) upon the earlier of actual receipt and three (3) Business Days after deposit in the U.S. mail, first class, registered or certified mail return receipt requested, with proper postage prepaid; (b) upon transmission, when sent by electronic mail or facsimile transmission; (c) one (1) Business Day after deposit with a reputable overnight courier with all charges prepaid; or (d) when delivered, if hand-delivered by messenger, all of which shall be addressed to the party to be notified and sent to the address, facsimile number, or email address indicated below.  Bank or Borrower may change its mailing or electronic mail address or facsimile number by giving the other party written notice thereof in accordance with the terms of this Section 10.

If to Borrower:	Millennial Media, Inc.
	2400 Boston Street, Suite 301
	Baltimore, MD 21224
	Attn: General Counsel
	Fax:
	Email:
If to Bank:	Silicon Valley Bank
	8020 Towers Crescent Drive, Suite 475
	Vienna, VA 22182
	Attn: Heather Parker
	Fax: (703) 356-7647
	Email: hparker@svb.com

11CHOICE OF LAW, VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE

Virginia law governs the Loan Documents without regard to principles of conflicts of law.  Borrower and Bank each submit to the exclusive jurisdiction of the State and Federal courts in Virginia; provided, however, that if for any reason Bank cannot avail itself of such courts in the Commonwealth of Virginia, Borrower accepts jurisdiction of the courts and venue in Santa Clara County, California; provided, further, that nothing in this Agreement shall be deemed to operate to preclude Bank from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of Bank.  Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court.  Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in, or subsequently provided by Borrower in accordance with, Section 10 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BORROWER AND BANK EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT.  EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.

12GENERAL PROVISIONS

12.1Successors and Assigns.  This Agreement binds and is for the benefit of the successors and permitted assigns of each party.  Borrower may not assign this Agreement or any rights or obligations under it

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without Bank’s prior written consent (which may be granted or withheld in Bank’s discretion).  Bank has the right, without the consent of or notice to Borrower, to sell, transfer, assign, negotiate, or grant participation in all or any part of, or any interest in, Bank’s obligations, rights, and benefits under this Agreement and the other Loan Documents.

12.2Indemnification.  Borrower agrees to indemnify, defend and hold Bank and its directors, officers, employees, agents, attorneys, or any other Person affiliated with or representing Bank (each, an “Indemnified Person”) harmless against:  (a) all obligations, demands, claims, and liabilities (collectively, “Claims”) claimed or asserted by any other party in connection with the transactions contemplated by the Loan Documents; and (b) all losses or expenses (including Bank Expenses) in any way suffered, incurred, or paid by such Indemnified Person as a result of, following from, consequential to, or arising from transactions between Bank and Borrower contemplated by the Loan Documents (including reasonable attorneys’ fees and expenses), except as to (a) or (b) for Claims and/or losses and/or Bank Expenses directly caused by such Indemnified Person’s gross negligence or willful misconduct.

12.3Time of Essence.  Time is of the essence for the performance of all Obligations in this Agreement.

12.4Severability of Provisions.  Each provision of this Agreement is severable from every other provision in determining the enforceability of any provision.

12.5Correction of Loan Documents.  Bank may correct patent errors and fill in any blanks in the Loan Documents consistent with the agreement of the parties so long as Bank provides Borrower with written notice of such correction and allows Borrower at least ten (10) days to object to such correction.  In the event of such objection, such correction shall not be made except by an amendment signed by both Bank and Borrower.

12.6Amendments in Writing; Waiver; Integration.  No purported amendment or modification of any Loan Document, or waiver, discharge or termination of any obligation under any Loan Document, shall be enforceable or admissible unless, and only to the extent, expressly set forth in a writing signed by the party against which enforcement or admission is sought.  Without limiting the generality of the foregoing, no oral promise or statement, nor any action, inaction, delay, failure to require performance or course of conduct shall operate as, or evidence, an amendment, supplement or waiver or have any other effect on any Loan Document.  Any waiver granted shall be limited to the specific circumstance expressly described in it, and shall not apply to any subsequent or other circumstance, whether similar or dissimilar, or give rise to, or evidence, any obligation or commitment to grant any further waiver.  The Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements.  All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of the Loan Documents merge into the Loan Documents.

12.7Counterparts.  This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, is an original, and all taken together, constitute one Agreement.

12.8Survival.  All covenants, representations and warranties made in this Agreement continue in full force until this Agreement has terminated pursuant to its terms and all Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) have been paid in full and satisfied.  The obligation of Borrower in Section 12.2 to indemnify Bank shall survive until the statute of limitations with respect to such claim or cause of action shall have run.

12.9Confidentiality.  In handling any confidential information, Bank shall exercise the same degree of care that it exercises for its own proprietary information, but disclosure of information may be made: (a) to Bank’s Subsidiaries or Affiliates (such Subsidiaries and Affiliates, together with Bank, collectively, “Bank Entities”); (b) to prospective transferees or purchasers of any interest in the Credit Extensions (provided, however, Bank shall use its best efforts to obtain any prospective transferee’s or purchaser’s agreement to the terms of this provision); (c) as required by law, regulation, subpoena, or other order; (d) to Bank’s regulators or as otherwise required in connection with Bank’s examination or audit; (e) as Bank considers appropriate in exercising remedies under the Loan Documents; and (f) to third-party service providers of Bank so long as such service providers have executed a confidentiality agreement with Bank with terms no less restrictive than those contained herein.  Confidential information does not include information that is either: (i) in the public domain or in Bank’s possession when disclosed to Bank through no fault of Bank, or becomes part of the public domain after disclosure to Bank; or

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(ii) disclosed to Bank by a third party if Bank does not know that the third party is prohibited from disclosing the information.

Bank Entities may use the confidential information for reporting purposes and the development and distribution of databases and market analyses so long as such confidential information is aggregated and anonymized prior to distribution unless otherwise expressly prohibited by Borrower.  The provisions of the immediately preceding sentence shall survive the termination of this Agreement.

12.10Attorneys’ Fees, Costs and Expenses.  In any action or proceeding between Borrower and Bank arising out of or relating to the Loan Documents, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and other costs and expenses incurred, in addition to any other relief to which it may be entitled.

12.11Electronic Execution of Documents.  The words “execution,” “signed,” “signature” and words of like import in any Loan Document shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity and enforceability as a manually executed signature or the use of a paper-based recordkeeping systems, as the case may be, to the extent and as provided for in any applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act.

12.12Captions.  The headings used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

12.13Construction of Agreement.  The parties mutually acknowledge that they and their attorneys have participated in the preparation and negotiation of this Agreement.  In cases of uncertainty this Agreement shall be construed without regard to which of the parties caused the uncertainty to exist.

12.14Relationship.  The relationship of the parties to this Agreement is determined solely by the provisions of this Agreement.  The parties do not intend to create any agency, partnership, joint venture, trust, fiduciary or other relationship with duties or incidents different from those of parties to an arm’s-length contract.

12.15Third Parties.  Nothing in this Agreement, whether express or implied, is intended to: (a) confer any benefits, rights or remedies under or by reason of this Agreement on any persons other than the express parties to it and their respective permitted successors and assigns; (b) relieve or discharge the obligation or liability of any person not an express party to this Agreement; or (c) give any person not an express party to this Agreement any right of subrogation or action against any party to this Agreement.

13DEFINITIONS

13.1Definitions.  As used in the Loan Documents, the word “shall” is mandatory, the word “may” is permissive, the word “or” is not exclusive, the words “includes” and “including” are not limiting, the singular includes the plural, and numbers denoting amounts that are set off in brackets are negative.  As used in this Agreement, the following capitalized terms have the following meanings:

“Account” is any “account” as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to Borrower.

“Account Debtor” is any “account debtor” as defined in the Code with such additions to such term as may hereafter be made.

“Advance” or “Advances” means an advance (or advances) under the Revolving Line.

“Affiliate” is, with respect to any Person, each other Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Person’s senior executive officers, directors, partners and, for any Person that is a limited liability company, that Person’s managers and members.

“Agreement” is defined in the preamble hereof.

“Availability Amount” is (a) the lesser of (i) the Revolving Line or (ii) the amount available under the Borrowing Base minus (b) the Dollar Equivalent amount of all outstanding Letters of Credit (including drawn but

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unreimbursed Letters of Credit) plus an amount equal to the Letter of Credit Reserve, minus (c) the FX Reduction Amount, minus (d) any amounts used for Cash Management Services, and minus (e) the outstanding principal balance of any Advances.

“Bank” is defined in the preamble hereof.

“Bank Entities” is defined in Section 12.9.

“Bank Expenses” are all audit fees and expenses, costs, and expenses (including reasonable attorneys’ fees and expenses) for preparing, amending, negotiating, administering, defending and enforcing the Loan Documents (including, without limitation, those incurred in connection with appeals or Insolvency Proceedings) or otherwise incurred with respect to Borrower.

“Borrower” is defined in the preamble hereof.

“Borrower’s Books” are all Borrower’s books and records including ledgers, federal and state tax returns, records regarding Borrower’s assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information.

“Borrowing Base” is eighty percent (80%) of Eligible Accounts, as determined by Bank from Borrower’s most recent Borrowing Base Certificate; provided, however, that Bank may decrease the foregoing percentage in its good faith business judgment based on events, conditions, contingencies, or risks which, as determined by Bank, may adversely affect Collateral.

“Borrowing Base Certificate” is that certain certificate in the form attached hereto as Exhibit C.

“Borrowing Base Report” is defined in Section 6.2(a).

“Borrowing Resolutions” are, with respect to any Person, those resolutions substantially in the form attached hereto as Exhibit E.

“Business Day” is any day that is not a Saturday, Sunday or a day on which Bank is closed.

“Cash Management Services” is defined in Section 2.1.4.

“Code” is the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the Commonwealth of Virginia; provided, that, to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Code, the definition of such term contained in Article or Division 9 shall govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, or priority of, or remedies with respect to, Bank’s Lien on any Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other than the Commonwealth of Virginia, the term “Code” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority, or remedies and for purposes of definitions relating to such provisions.

“Collateral” is any and all properties, rights and assets of Borrower described on Exhibit A.

“Collateral Account” is any Deposit Account, Securities Account, or Commodity Account.

“Commodity Account” is any “commodity account” as defined in the Code with such additions to such term as may hereafter be made.

“Compliance Certificate” is that certain certificate in the form attached hereto as Exhibit D.

“Cond Acquisition” means Cond Acquisition Co., a Delaware corporation and wholly-owned Subsidiary of Borrower.

“Contingent Obligation” is, for any Person, any direct or indirect liability, contingent or not, of that Person for (a) any indebtedness, lease, dividend, letter of credit or other obligation of another such as an obligation,

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in each case, directly or indirectly guaranteed, endorsed, co-made, discounted or sold with recourse by that Person, or for which that Person is directly or indirectly liable; (b) any obligations for undrawn letters of credit for the account of that Person; and (c) all obligations from any interest rate, currency or commodity swap agreement, interest rate cap or collar agreement, or other agreement or arrangement designated to protect a Person against fluctuation in interest rates, currency exchange rates or commodity prices; but “Contingent Obligation” does not include endorsements in the ordinary course of business.  The amount of a Contingent Obligation is the stated or determined amount of the primary obligation for which the Contingent Obligation is made or, if not determinable, the maximum reasonably anticipated liability for it determined by the Person in good faith; but the amount may not exceed the maximum of the obligations under any guarantee or other support arrangement.

“Control Agreement” is any control agreement entered into among the depository institution at which Borrower maintains a Deposit Account or the securities intermediary or commodity intermediary at which Borrower maintains a Securities Account or a Commodity Account, Borrower, and Bank pursuant to which Bank obtains control (within the meaning of the Code) over such Deposit Account, Securities Account, or Commodity Account.

“Copyrights” are any and all copyright rights, copyright applications, copyright registrations and like protections in each work or authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret.

“Credit Extension” is any Advance, Letter of Credit, FX Forward Contract, amount utilized for Cash Management Services, or any other extension of credit by Bank for Borrower’s benefit.

“Current Liabilities” are all obligations and liabilities of Borrower to Bank (including, without limitation, the Dollar Equivalent amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit), the FX Reduction Amount, and any amounts used for Cash Management Services), plus, without duplication, the aggregate amount of Borrower’s Total Liabilities that mature within one (1) year.

“Default Rate” is defined in Section 2.3(b).

“Deferred Revenue” is all amounts received or invoiced in advance of performance under contracts and not yet recognized as revenue.

“Deposit Account” is any “deposit account” as defined in the Code with such additions to such term as may hereafter be made.

“Designated Deposit Account” is Borrower’s deposit account, account number 3300709160, maintained with Bank.

“Dollars,” “dollars” or use of the sign “$” means only lawful money of the United States and not any other currency, regardless of whether that currency uses the “$” sign to denote its currency or may be readily converted into lawful money of the United States.

“Dollar Equivalent” is, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in a Foreign Currency, the equivalent amount therefor in Dollars as determined by Bank at such time on the basis of the then-prevailing rate of exchange in San Francisco, California, for sales of the Foreign Currency for transfer to the country issuing such Foreign Currency.

“Domestic Subsidiary” means a Subsidiary organized under the laws of the United States or any state or territory thereof or the District of Columbia.

“Effective Date” is defined in the preamble hereof.

“Eligible Accounts” means Accounts which arise in the ordinary course of Borrower’s business that meet all Borrower’s representations and warranties in Section 5.3.  Bank reserves the right at any time after the Effective Date to adjust any of the criteria set forth below and to establish new criteria in its good faith business judgment.  Unless Bank otherwise agrees in writing, Eligible Accounts shall not include:

(a)Accounts for which the Account Debtor is Borrower’s Affiliate, officer, employee, or agent;

20

(b)           Accounts that the Account Debtor has not paid within ninety (90) days of invoice date regardless of invoice payment period terms;

(c)           Accounts with credit balances over ninety (90) days from invoice date;

(d)           Accounts owing from an Account Debtor, in which fifty percent (50%) or more of the Accounts have not been paid within ninety (90) days of invoice date;

(e)           Accounts owing from an Account Debtor which does not have its principal place of business in the United States unless otherwise approved of in writing by Bank in its sole discretion;

(f)            Accounts billed and/or payable outside of the United States (sometimes called foreign invoiced accounts);

(g)           Accounts owing from an Account Debtor to the extent that Borrower is indebted or obligated in any manner to the Account Debtor (as creditor, lessor, supplier or otherwise - sometimes called “contra” accounts, accounts payable, customer deposits or credit accounts).

(h)           Accounts owing from an Account Debtor which is a United States government entity or any department, agency, or instrumentality thereof unless Borrower has assigned its payment rights to Bank and the assignment has been acknowledged under the Federal Assignment of Claims Act of 1940, as amended;

(i)            Accounts for demonstration or promotional equipment, or in which goods are consigned, or sold on a “sale guaranteed”, “sale or return”, “sale on approval”, or other terms if Account Debtor’s payment may be conditional;

(j)            Accounts owing from an Account Debtor where goods or services have not yet been rendered to the Account Debtor (sometimes called memo billings or pre-billings);

(k)           Accounts subject to contractual arrangements between Borrower and an Account Debtor where payments shall be scheduled or due according to completion or fulfillment requirements where the Account Debtor has a right of offset for damages suffered as a result of Borrower’s failure to perform in accordance with the contract (sometimes called contracts accounts receivable, progress billings, milestone billings, or fulfillment contracts);

(l)            Accounts owing from an Account Debtor the amount of which may be subject to withholding based on the Account Debtor’s satisfaction of Borrower’s complete performance (but only to the extent of the amount withheld; sometimes called retainage billings);

(m)          Accounts subject to trust provisions, subrogation rights of a bonding company, or a statutory trust;

(n)           Accounts owing from an Account Debtor that has been invoiced for goods that have not been shipped to the Account Debtor unless Bank, Borrower, and the Account Debtor have entered into an agreement acceptable to Bank in its sole discretion wherein the Account Debtor acknowledges that (i) it has title to and has ownership of the goods wherever located, (ii) a bona fide sale of the goods has occurred, and (iii) it owes payment for such goods in accordance with invoices from Borrower (sometimes called “bill and hold” accounts);

(o)           Accounts for which the Account Debtor has not been invoiced;

(p)           Accounts that represent non-trade receivables or that are derived by means other than in the ordinary course of Borrower’s business;

(q)           Accounts for which Borrower has permitted Account Debtor’s payment to extend beyond 90 days;

(r)            Accounts arising from chargebacks, debit memos or others payment deductions taken by an Account Debtor;

(s)           Accounts arising from product returns and/or exchanges (sometimes called “warranty” or “RMA” accounts);

21

(t)            Accounts in which the Account Debtor disputes liability or makes any claim (but only up to the disputed or claimed amount), or if the Account Debtor is subject to an Insolvency Proceeding, or becomes insolvent, or goes out of business;

(u)           Accounts owing from an Account Debtor with respect to which Borrower has received Deferred Revenue (but only to the extent of such Deferred Revenue);

(v)           Accounts owing from an Account Debtor, whose total obligations to Borrower exceed twenty-five percent (25%) of all Accounts, for the amounts that exceed that percentage, unless Bank approves in writing; and

(w)          Accounts for which Bank in its good faith business judgment determines collection to be doubtful, including, without limitation, accounts represented by “refreshed” or “recycled” invoices.

“Equipment” is all “equipment” as defined in the Code with such additions to such term as may hereafter be made, and includes without limitation all machinery, fixtures, goods, vehicles (including motor vehicles and trailers), and any interest in any of the foregoing.

“ERISA” is the Employee Retirement Income Security Act of 1974, and its regulations.

“Event of Default” is defined in Section 8.

“Exchange Act” is the Securities Exchange Act of 1934, as amended.

“Foreign Currency” means lawful money of a country other than the United States.

“Foreign Subsidiary” means any Subsidiary which is not a Domestic Subsidiary.

“Funding Date” is any date on which a Credit Extension is made to or for the account of Borrower which shall be a Business Day.

“FX Business Day” is any day when (a) Bank’s Foreign Exchange Department is conducting its normal business and (b) the Foreign Currency being purchased or sold by Borrower is available to Bank from the entity from which Bank shall buy or sell such Foreign Currency.

“FX Forward Contract” is defined in Section 2.1.3.

“FX Reduction Amount” is defined in Section 2.1.3.

“FX Reserve” is defined in Section 2.1.3.

“GAAP” is generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other Person as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination.

“General Intangibles” is all “general intangibles” as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation, all Intellectual Property, claims, income and other tax refunds, security and other deposits, payment intangibles, contract rights, options to purchase or sell real or personal property, rights in all litigation presently or hereafter pending (whether in contract, tort or otherwise), insurance policies (including without limitation key man, property damage, and business interruption insurance), payments of insurance and rights to payment of any kind.

“Governmental Approval” is any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration, filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority.

“Governmental Authority” is any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,

22

legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization.

“Guarantor” is any present or future guarantor of the Obligations, including Cond Acquisition.

“Guaranty” is that certain Unconditional Guaranty executed by Cond Acquisition in favor of Bank dated as of the Effective Date.

“Indebtedness” is (a) indebtedness for borrowed money or the deferred price of property or services, such as reimbursement and other obligations for surety bonds and letters of credit, (b) obligations evidenced by notes, bonds, debentures or similar instruments, (c) capital lease obligations, and (d) Contingent Obligations.

“Indemnified Person” is defined in Section 12.2.

“Insolvency Proceeding” is any proceeding by or against any Person under the United States Bankruptcy Code, or any other bankruptcy or insolvency law, including assignments for the benefit of creditors, compositions, extensions generally with its creditors, or proceedings seeking reorganization, arrangement, or other relief.

“Intellectual Property” means all of Borrower’s right, title, and interest in and to the following:

(a)           its Copyrights, Trademarks and Patents;

(b)           any and all trade secrets and trade secret rights, including, without limitation, any rights to unpatented inventions, know-how, operating manuals;

(c)           any and all source code;

(d)           any and all design rights which may be available to a Borrower;

(e)           any and all claims for damages by way of past, present and future infringement of any of the foregoing, with the right, but not the obligation, to sue for and collect such damages for said use or infringement of the Intellectual Property rights identified above; and

(f)            all amendments, renewals and extensions of any of the Copyrights, Trademarks or Patents.

“Inventory” is all “inventory” as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation all merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products, including without limitation such inventory as is temporarily out of Borrower’s custody or possession or in transit and including any returned goods and any documents of title representing any of the above.

“Investment” is any beneficial ownership interest in any Person (including stock, partnership interest or other securities), and any loan, advance or capital contribution to any Person.

“Key Person” means Borrower’s Chief Executive Officer and Chief Financial Officer, who are, as of the Effective Date, Paul Palmieri and Michael Avon, respectively.

“Letter of Credit” means a standby letter of credit issued by Bank or another institution based upon an application, guarantee, indemnity or similar agreement on the part of Bank as set forth in Section 2.1.2.

“Letter of Credit Application” is defined in Section 2.1.2(b).

“Letter of Credit Reserve” has the meaning set forth in Section 2.1.2(e).

“Lien” is a claim, mortgage, deed of trust, levy, charge, pledge, security interest or other encumbrance of any kind, whether voluntarily incurred or arising by operation of law or otherwise against any property.

“Loan Documents” are, collectively, this Agreement, the Perfection Certificate, the Pledge Agreement, the Guaranty, the Security Agreement, any note, or notes or guaranties executed by Borrower or any Guarantor, and any

23

other present or future agreement between Borrower any Guarantor and/or for the benefit of Bank in connection with this Agreement, all as amended, restated, or otherwise modified.

“Material Adverse Change” is (a) a material impairment in the perfection or priority of Bank’s Lien in the Collateral or in the value of such Collateral; (b) a material adverse change in the business, operations, or condition (financial or otherwise) of Borrower; or (c) a material impairment of the prospect of repayment of any portion of the Obligations.

“Millennial Media Limited” means Millennial Media Limited, a company formed under the laws of England and Wales and wholly-owned Subsidiary of Borrower.

“Monthly Financial Statements” is defined in Section 6.2(c).

“Obligations” are Borrower’s obligations to pay when due any debts, principal, interest, Bank Expenses and other amounts Borrower owes Bank now or later, whether under this Agreement, the Loan Documents, or otherwise, including, without limitation, all obligations relating to letters of credit (including reimbursement obligations for drawn and undrawn letters of credit), cash management services, and foreign exchange contracts, if any, and including interest accruing after Insolvency Proceedings begin and debts, liabilities, or obligations of Borrower assigned to Bank, and to perform Borrower’s duties under the Loan Documents.

“Operating Documents” are, for any Person, such Person’s formation documents, as certified with the Secretary of State of such Person’s state of formation on a date that is no earlier than 30 days prior to the Effective Date, and, (a) if such Person is a corporation, its bylaws in current form, (b) if such Person is a limited liability company, its limited liability company agreement (or similar agreement), and (c) if such Person is a partnership, its partnership agreement (or similar agreement), each of the foregoing with all current amendments or modifications thereto.

“Patents” means all patents, patent applications and like protections including without limitation improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same.

“Payment/Advance Form” is that certain form attached hereto as Exhibit B.

“Perfection Certificate” is defined in Section 5.1.

“Permitted Indebtedness” is:

(a)           Borrower’s Indebtedness to Bank under this Agreement and the other Loan Documents;

(b)           Indebtedness existing on the Effective Date and shown on the Perfection Certificate;

(c)           Subordinated Debt;

(d)           unsecured Indebtedness to trade creditors incurred in the ordinary course of business;

(e)           Indebtedness incurred as a result of endorsing negotiable instruments received in the ordinary course of business;

(f)            Indebtedness secured by Liens permitted under clauses (a) and (c) of the definition of “Permitted Liens” hereunder; and

(g)           extensions, refinancings, modifications, amendments and restatements of any items of Permitted Indebtedness (a) through (f) above, provided that the principal amount thereof is not increased or the terms thereof are not modified to impose more burdensome terms upon Borrower or its Subsidiary, as the case may be.

“Permitted Investments” are:

(a)           Investments (including, without limitation, Subsidiaries) existing on the Effective Date and shown on the Perfection Certificate and;

24

(b)           Investments consisting of Cash Equivalents;

(c)           Investments consisting of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of Borrower;

(d)           Investments consisting of deposit or securities accounts in which Bank has a perfected security interest;

(e)           Investments accepted in connection with Transfers permitted by Section 7.1;

(f)            Investments (i) by Borrower in Millennial Media Limited for reasonable operating expenses incurred in the ordinary course of business not to exceed One Million Dollars ($1,000,000) in the aggregate in any fiscal quarter and (ii) by Subsidiaries in other Subsidiaries or in Borrower;

(g)           Investments consisting of (i) travel advances and employee relocation loans and other employee loans and advances in the ordinary course of business, and (ii) loans to employees, officers or directors relating to the purchase of equity securities of Borrower or its Subsidiaries pursuant to employee stock purchase plans or agreements approved by Borrower’s Board of Directors;

(h)           Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of business;

(i)            Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not Affiliates, in the ordinary course of business; provided that this paragraph (h) shall not apply to Investments of Borrower in any Subsidiary; and

(j)            joint ventures or strategic alliances in the ordinary course of Borrower’s business consisting of the non-exclusive licensing of technology, the development of technology or the providing of technical support, but in no event consisting of cash investments by Borrower.

“Permitted Liens” are:

(a)           Liens existing on the Effective Date and shown on the Perfection Certificate or arising under this Agreement and the other Loan Documents;

(b)           Liens for taxes, fees, assessments or other government charges or levies, either (i) not due and payable or (ii) being contested in good faith and for which Borrower maintains adequate reserves on its Books, provided that no notice of any such Lien has been filed or recorded under the Internal Revenue Code of 1986, as amended, and the Treasury Regulations adopted thereunder;

(c)           purchase money Liens (including capital leases) (i) on Equipment acquired or held by Borrower incurred for financing the acquisition of the Equipment securing no more than One Hundred Thousand Dollars ($100,000) in the aggregate amount outstanding, or (ii) existing on Equipment when acquired, if the Lien is confined to the property and improvements and the proceeds of the Equipment;

(d)           Liens of carriers, warehousemen, suppliers, or other Persons that are possessory in nature arising in the ordinary course of business so long as such Liens secure liabilities in the aggregate amount not to exceed One Hundred Thousand Dollars ($100,000) and which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto;

(e)           Liens to secure payment of workers’ compensation, employment insurance, old-age pensions, social security and other like obligations incurred in the ordinary course of business (other than Liens imposed by ERISA);

(f)            Liens incurred in the extension, renewal or refinancing of the indebtedness secured by Liens described in (a) through (c), but any extension, renewal or replacement Lien must be limited to the property encumbered by the existing Lien and the principal amount of the indebtedness may not increase;

25

(g)           leases or subleases of real property granted in the ordinary course of Borrower’s business (or, if referring to another Person, in the ordinary course of such Person’s business), and leases, subleases, non-exclusive licenses or sublicenses of personal property (other than Intellectual Property) granted in the ordinary course of Borrower’s business (or, if referring to another Person, in the ordinary course of such Person’s business), if the leases, subleases, licenses and sublicenses do not prohibit granting Bank a security interest therein;

(h)           non-exclusive license of Intellectual Property granted to third parties in the ordinary course of business, and licenses of Intellectual Property that could not result in a legal transfer of title of the licensed property that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States;

(i)            Liens arising from attachments or judgments, orders, or decrees in circumstances not constituting an Event of Default under Sections 8.4 and 8.7;

(j)            easements, reservations, rights-of-way, restrictions, minor defects or irregularities in title and other similar Liens affecting real property not interfering in any material respect with the ordinary course of the business of Borrower;

(k)           deposits to secure the performance of bids, trade contracts (other than for borrowed money), contracts for the purchase of property permitted hereunder, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case, incurred in the ordinary course of business not representing an obligation for borrowed money in an amount not to exceed Fifty Thousand Dollars ($50,000);

(l)            deposits to secure the performance of leases incurred in the ordinary course of business and not representing an obligation for borrowed money so long as each such deposit: (1) is made at the commencement of a lease or its renewal when there is no underlying default under such lease, and (2) is in an amount not exceeding Fifty Thousand Dollars ($50,000); and

(m)          Liens in favor of other financial institutions arising in connection with Borrower’s deposit and/or securities accounts held at such institutions, provided that Bank has a perfected security interest in the amounts held in such deposit and/or securities accounts.

“Person” is any individual, sole proprietorship, partnership, limited liability company, joint venture, company, trust, unincorporated organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or government agency.

“Pledge Agreement” means that certain Stock Pledge Agreement executed by Borrower in favor of Bank dated as of the date hereof.

“Prime Rate” is Bank’s most recently announced “prime rate,” even if it is not Bank’s lowest rate.

“Quick Assets” is, on any date, Borrower’s unrestricted cash and Cash Equivalents maintained with Bank plus billed Accounts.

“Registered Organization” is any “registered organization” as defined in the Code with such additions to such term as may hereafter be made.

“Requirement of Law” is as to any Person, the organizational or governing documents of such Person, and any law (statutory or common), treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Responsible Officer” is any of the Chief Executive Officer, President, Chief Financial Officer and Controller of Borrower.

“Restricted License” is any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral.

26

“Revolving Line” is an Advance or Advances in an amount equal to Fifteen Million Dollars ($15,000,000).

“Revolving Line Maturity Date” is two (2) years after the Effective Date.

“SEC” shall mean the Securities and Exchange Commission, any successor thereto, and any analogous Governmental Authority.

“Securities Account” is any “securities account” as defined in the Code with such additions to such term as may hereafter be made.

“Security Agreement” is that certain Security Agreement by and between Cond Acquisition and Bank dated as of the Effective Date.

“Settlement Date” is defined in Section 2.1.3.

“Subordinated Debt” is indebtedness now or hereafter incurred by Borrower subordinated to all of Borrower’s now or hereafter indebtedness to Bank (pursuant to a subordination, intercreditor, or other similar agreement in form and substance satisfactory to Bank entered into between Bank and the other creditor), on terms acceptable to Bank.

“Subsidiary” is, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person.  Unless the context otherwise requires, each reference to a Subsidiary herein shall be a reference to a Subsidiary of Borrower.

“Total Liabilities” is on any day, obligations that should, under GAAP, be classified as liabilities on Borrower’s consolidated balance sheet, including all Indebtedness.

“Trademarks” means any trademark and servicemark rights, whether registered or not, applications to register and registrations of the same and like protections, and the entire goodwill of the business of Borrower connected with and symbolized by such trademarks.

“Transfer” is defined in Section 7.1.

“Unused Revolving Line Facility Fee” is defined in Section 2.4(c).

[Signature page follows.]

27

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date.

BORROWER:

MILLENNIAL MEDIA, INC.

By	/s/ Paul J. Palmieri
Name:	Paul J. Palmieri
Title:	President and CEO
BANK:
SILICON VALLEY BANK
By	/s/ Anthony Raley
Name:	Anthony Raley
Title:	Relationship Mgr.

EXHIBIT A — COLLATERAL DESCRIPTION

The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property:

All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and

all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing.

Notwithstanding the foregoing, the Collateral does not include (a) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, or (b) any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property.  If a judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property.

EXHIBIT B — LOAN PAYMENT/ADVANCE REQUEST FORM

DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME

Fax To: (703) 356-7647	Date:
LOAN PAYMENT:
MILLENNIAL MEDIA, INC.

From Account #	To Account #
(Deposit Account #)	(Loan Account #)
Principal $	and/or Interest $

Authorized Signature: Phone Number:

Print Name/Title:

LOAN ADVANCE:

Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire.

From Account #	To Account #
(Loan Account #)	(Deposit Account #)

Amount of Advance $

All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date:

Authorized Signature: Phone Number:

Print Name/Title:

OUTGOING WIRE REQUEST:

Complete only if all or a portion of funds from the loan advance above is to be wired.

Deadline for same day processing is noon, Pacific Time

Beneficiary Name:	Amount of Wire: $
Beneficiary Bank:	Account Number:
City and State:

Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift, Sort, Chip, etc.):

(For International Wire Only)

Intermediary Bank: Transit (ABA) #:

For Further Credit to:

Special Instruction:

By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us).

Authorized Signature:	2nd Signature (if required):
Print Name/Title:	Print Name/Title:
Telephone #:	Telephone #:

EXHIBIT C

BORROWING BASE CERTIFICATE

Borrower: Millennial Media, Inc.

Lender:   Silicon Valley Bank

Commitment Amount:         $15,000,000

ACCOUNTS RECEIVABLE
1.	Accounts Receivable (invoiced) Book Value as of	$
2.	Additions (Please explain on next page)	$
3.	Less: Intercompany / Employee / Non-Trade Accounts	$
4.	NET TRADE ACCOUNTS RECEIVABLE	$
ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication)
5.	90 Days Past Invoice Date	$
6.	Credit Balances over 90 Days	$
7.	Balance of 50% over 90 Day Accounts (Cross-Age or Current Affected)	$
8.	Foreign Account Debtor Accounts	$
9.	Foreign Invoiced and/or Collected Accounts	$
10.	Contra / Customer Deposit Accounts	$
11.	U.S. Government Accounts	$
12.	Promotion or Demo Accounts; Guaranteed Sale or Consignment Sale Accounts	$
13.	Accounts with Memo or Pre-Billings	$
14.	Contract Accounts; Accounts with Progress / Milestone Billings	$
15.	Accounts for Retainage Billings	$
16.	Trust / Bonded Accounts	$
17.	Bill and Hold Accounts	$
18.	Unbilled Accounts	$
19.	Non-Trade Accounts (If not already deducted above)	$
20.	Accounts with Extended Term Invoices (Net 90+)	$
21.	Chargebacks Accounts / Debit Memos	$
22.	Product Returns/Exchanges	$
23.	Disputed Accounts; Insolvent Account Debtor Accounts	$
24.	Deferred Revenue / Other (Please explain on next page)	$
25.	Concentration Limits	$
26.	TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS	$
27.	Eligible Accounts (#4 minus #26)	$
28.	ELIGIBLE AMOUNT OF ACCOUNTS (80% of #27)	$
BALANCES
29.	Maximum Loan Amount	$	15,000,000
30.	Total Funds Available [Lesser of #29 or #28]	$
31.	Present balance owing on Line of Credit (including Sublimits)	$
32.	RESERVE POSITION (#30 minus #31)	$

[Continued on following page.]

1

Explanatory comments from previous page:

The undersigned represents and warrants that this is true, complete and correct, and that the information in this Borrowing Base Certificate complies with the representations and warranties in the Loan and Security Agreement between the undersigned and Silicon Valley Bank.

	BANK USE ONLY
COMMENTS:	Received by:
		AUTHORIZED SIGNER
	Date:
By:	Verified:
Authorized Signer		AUTHORIZED SIGNER
Date:	Date:
	Compliance Status:		Yes	No

2

EXHIBIT D

COMPLIANCE CERTIFICATE

TO:	SILICON VALLEY BANK	Date:
FROM:	MILLENNIAL MEDIA, INC.

The undersigned authorized officer of Millennial Media, Inc. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”):

(1) Borrower is in complete compliance for the period ending                                with all required covenants except as noted below; (2) there are no Events of Default, except as noted below; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, have timely filed or obtained extensions for filing all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank.

Attached are the required documents supporting the certification.  The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes.  The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered.  Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement.

Please indicate compliance status by circling Yes/No under “Complies” column.

Reporting Covenant	Required	Complies
Monthly financial statements with Compliance Certificate	Monthly within 30 days	Yes  No
Annual financial statement (CPA Audited) + CC	FYE within 180 days	Yes  No
10-Q, 10-K and 8-K	Within 5 days after filing with SEC	Yes  No
Borrowing Base Certificate A/R & A/P Agings	Monthly within 30 days	Yes  No
Annual Financial Projections	Within 30 days after FYE (or more frequently, as updated)	Yes  No

Financial Covenant	Required	Actual	Complies
Maintain on a Monthly Basis:
Minimum Adjusted Quick Ratio	1.25:1.00	:1.00	Yes  No

[Continued next page.]

The following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.

The following are the exceptions with respect to the certification above:  (If no exceptions exist, state “No exceptions to note.”)

Millennial Media, Inc.	BANK USE ONLY
	Received by:
By:			AUTHORIZED SIGNER
Name:	Date:
Title:
	Verified:
		AUTHORIZED SIGNER
	Date:
	Compliance Status:			Yes	No

Schedule 1 to Compliance Certificate

Financial Covenants of Borrower

In the event of a conflict between this Schedule and the Loan Agreement, the terms of the Loan Agreement shall govern.

Dated:

I.              Adjusted Quick Ratio (Section 6.7(a))

Required:               1.25:1.00

Actual:

A.	Aggregate value of the unrestricted cash and cash equivalents of Borrower maintained with Bank	$
B.	Aggregate value of the billed Accounts of Borrower	$
C.	Quick Assets (the sum of lines A and B)	$
D.	Aggregate value of Obligations to Bank	$
E.	Aggregate value of liabilities that should, under GAAP, be classified as liabilities on Borrower’s consolidated balance sheet, including all Indebtedness, and not otherwise reflected in line D above that matures within one (1) year	$
F.	Current Liabilities (the sum of lines D and E)	$
G.	Aggregate value of all amounts received or invoiced by Borrower in advance of performance under contracts and not yet recognized as revenue	$
H.	Line F minus line G	$
I.	Adjusted Quick Ratio (line C divided by line H)

Is line I equal to or greater than 1.25:1.00?

o  No, not in compliance o  Yes, in compliance

EXHIBIT E

BORROWING RESOLUTIONS

[see attached]

EX-10.2

Exhibit 10.2

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.

WARRANT TO PURCHASE STOCK

Company	Millennial Media, Inc., a Delaware corporation
Number of Shares:	10,150
Class of Stock:	Series B Preferred
Warrant Price:	$5.91163 per share
Issue Date:	October 31, 2008
Expiration Date:	The 10th anniversary after the Issue Date
Credit Facility:	This Warrant is issued in connection with the Term Loan referenced in the Loan and Security Agreement between Company and Silicon Valley Bank of even date herewith

THIS WARRANT CERTIFIES THAT, for good and valuable consideration, SILICON VALLEY BANK (Silicon Valley Bank, together with any registered holder from time to time of this Warrant or any holder of the shares issuable or issued upon exercise of this Warrant, “Holder”) is entitled to purchase the number of fully paid and nonassessable shares of the class of securities (the “Shares”) of the Company at the Warrant Price, all as set forth above and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant.

ARTICLE 1
EXERCISE

Section 1.1            Method of Exercise.  During the term specified in Section 5.1 below (the “Term”), Holder may exercise this Warrant by delivering the original of this Warrant together with a duly executed Notice of Exercise in substantially the form attached as Appendix 1 to the principal office of the Company.  Unless Holder is exercising the conversion right set forth in Section 1.2, Holder shall also deliver to the Company a check, wire transfer (to an account designated by the Company), or other form of payment acceptable to the Company for the aggregate Warrant Price for the Shares being purchased.

Section 1.2            Conversion Right.  In lieu of exercising this Warrant as specified in Section 1.1, Holder may from time to time during the Term convert this Warrant, in whole or in part, into a number of Shares determined by dividing (a) the aggregate fair market value of the Shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Warrant Price of such Shares by (b) the fair market value of one Share.  The fair market value of the Shares shall be determined pursuant to Section 1.3.

Section 1.3            Fair Market Value.  If the Company’s common stock is traded in a public market and the Shares are common stock, the fair market value of each Share shall be the closing price of a Share of the Company’s common stock reported for the business day immediately before Holder delivers the original of this Warrant together with its Notice of Exercise to the Company (or in the

instance where the Warrant is exercised immediately prior to the effectiveness of the Company’s initial public offering, the “price to public” per share price specified in the final prospectus relating to such offering).  If the Company’s common stock is traded in a public market and the Shares are preferred stock, the fair market value of a Share shall be the closing price of a share of the Company’s common stock reported for the business day immediately before Holder delivers the original of this Warrant together with its Notice of Exercise to the Company (or, in the instance where the Warrant is exercised immediately prior to the effectiveness of the Company’s initial public offering, the initial “price to public” per share price specified in the final prospectus relating to such offering), in both cases, multiplied  by the number of shares of the Company’s common stock into which a Share is convertible.  If the Company’s common stock is not traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

Section 1.4            Delivery of Certificate and New Warrant.  Promptly after Holder exercises or converts this Warrant and, if applicable, the Company receives payment of the aggregate Warrant Price, the Company shall deliver to Holder certificates for the Shares acquired and, if this Warrant has not been fully exercised or converted and has not expired, a new Warrant representing the Shares not so acquired.

Section 1.5            Replacement of Warrants.  On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of mutilation on surrender and cancellation of this Warrant, the Company shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor.

Section 1.6            Treatment of Warrant upon Acquisition of Company.

1.6.1.       “Acquisition”.  For the purpose of this Warrant, “Acquisition” means any sale, license, or other disposition of all or substantially all of the assets of the Company, or any reorganization, consolidation, merger or sale of outstanding capital stock of the Company where the holders of the Company’s securities before the transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction.

1.6.2.       Treatment of Warrant at Acquisition.

(a)           Upon the written request of the Company, Holder agrees that, in the event of an Acquisition that is not an asset sale and in which the sole consideration is cash, either (i) Holder shall exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Acquisition or (ii) if Holder elects not to exercise the Warrant, this Warrant will expire upon the consummation of such Acquisition.  The Company shall provide Holder with written notice of its request relating to the foregoing (together with such reasonable information as Holder may request in connection with such contemplated Acquisition giving rise to such notice), which is to be delivered to Holder not less than ten (10) days prior to the closing of the proposed Acquisition.

(b)           Upon the written request of the Company, Holder agrees that, in the event of an Acquisition that is an “arms length” sale of all or substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate (as defined below) of the Company (a “True Asset Sale”), either (i) Holder shall exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Acquisition or (ii) if Holder elects not to exercise the Warrant, this Warrant will continue until the Expiration Date if the Company continues as a going concern following the closing of any such True Asset Sale.  The Company shall provide Holder with written notice of its request relating to the foregoing (together with such

2

reasonable information as Holder may request in connection with such contemplated Acquisition giving rise to such notice), which is to be delivered to Holder not less than ten (10) days prior to the closing of the proposed Acquisition.

(c)           Upon the closing of any Acquisition other than those particularly described in subsections (a) and (b) above, the successor entity shall assume the obligations of this Warrant, and this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for the Acquisition and subsequent closing.  The Warrant Price and/or number of Shares shall be adjusted accordingly.

(d)           Notwithstanding the foregoing provisions of this Section 1.6.2, in the event that the acquiror in an Acquisition does not agree to assume this Warrant at and as of the closing thereof, this Warrant, to the extent not exercised or converted on or prior to such closing, shall terminate and be of no further force or effect as of immediately following such closing if all of the following conditions are met:  (i) the acquiror is subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, (ii) the class of stock or other security of the acquiror that would be received by Holder in connection with such Acquisition were Holder to exercise or convert this Warrant on or prior to the closing thereof is listed for trading on a national securities exchange or approved for quotation on an automated inter-dealer quotation system, (iii) the value (determined as of the closing of such Acquisition in accordance with the definitive agreements therefor) of the acquiror stock and/or other securities that would be received by Holder in respect of each Share were Holder to exercise or convert this Warrant on or prior to the closing of such Acquisition is equal to or greater than three (3) times the then-effective Exercise Price, and (iv) Holder would be able to publicly resell all of the acquiror stock and/or other securities that would be received by Holder in such Acquisition were Holder to exercise or convert this Warrant on or prior to the closing of such Acquisition during the three (3) month period immediately following the closing thereof pursuant to an effective registration statement under the covering such acquiror stock and/or other securities or pursuant to the provisions of Rule 144 under the Act.

As used herein “Affiliate” shall mean any person or entity that owns or controls directly or indirectly ten (10) percent or more of the stock of Company, any person or entity that controls or is controlled by or is under common control with such persons or entities, and each of such person’s or entity’s officers, directors, joint venturers or partners, as applicable.

ARTICLE 2
ADJUSTMENTS TO THE SHARES

Section 2.1            Stock Dividends, Splits, Etc.  If the Company declares or pays a dividend on the outstanding Shares payable in common stock, or other securities, then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without cost to Holder, the total number and kind of securities to which Holder would have been entitled had Holder owned the Shares of record as of the date the dividend occurred.  If the Company subdivides the outstanding Shares by reclassification or otherwise into a greater number of shares or takes any other action which increase the amount of common stock into which the Shares are convertible, the number of shares purchasable hereunder shall be proportionately increased and the Warrant Price shall be proportionately decreased.  If the outstanding shares are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased and the number of Shares shall be proportionately decreased.

3

Section 2.2            Reclassification, Exchange, Combinations or Substitution.  Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the securities issuable upon exercise or conversion of this Warrant, Holder shall be entitled to receive, upon exercise or conversion of this Warrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant had been exercised immediately before such reclassification, exchange, substitution, or other event.  Such an event shall include any automatic conversion of the outstanding or issuable securities of the Company of the same class or series as the Shares to common stock pursuant to the terms of the Company’s Certificate of Incorporation upon the closing of an initial public offering of the Company’s common stock.  The Company or its successor shall promptly issue to Holder an amendment to this Warrant setting forth the number and kind of such new securities or other property issuable upon exercise or conversion of this Warrant as a result of such reclassification, exchange, substitution or other event that results in a change of the number and/or class of securities issuable upon exercise or conversion of this Warrant.  The amendment to this Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Warrant Price and to the number of securities or property issuable upon exercise of the new Warrant.  The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events.

Section 2.3            Adjustments for Diluting Issuances.  The number of shares of common stock issuable upon conversion of the Shares shall be subject to adjustment, from time to time in the manner set forth in the Company’s Certificate of Incorporation as if the Shares were issued and outstanding on and as of the date of any such required adjustment.  The provisions set forth for the Shares in the Company’s Certificate of Incorporation relating to the above in effect as of the Issue Date may not be amended, modified or waived, without the prior written consent of Holder unless such amendment, modification or waiver affects the rights associated with the Shares in the same manner as such amendment, modification or waiver affects the rights associated with all other shares of the same series and class as the Shares granted to Holder.

Section 2.4            No Impairment.  The Company shall not, by amendment of its Certificate of Incorporation or through a reorganization, transfer of assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article against impairment.

Section 2.5            Fractional Shares.  No fractional Shares shall be issuable upon exercise or conversion of this Warrant and the number of Shares to be issued shall be rounded down to the nearest whole Share.  If a fractional share interest arises upon any exercise or conversion of the Warrant, the Company shall eliminate such fractional share interest by paying Holder the amount computed by multiplying the fractional interest by the fair market value of a full Share.

Section 2.6            Certificate as to Adjustments.  Upon each adjustment of the Warrant Price, the Company shall promptly notify Holder in writing, and, at the Company’s expense, promptly compute such adjustment, and furnish Holder with a certificate of its Chief Financial Officer setting forth such adjustment and the facts upon which such adjustment is based.  The Company shall, upon written request, furnish Holder a certificate setting forth the Warrant Price in effect upon the date thereof and the series of adjustments leading to such Warrant Price.

ARTICLE 3
REPRESENTATIONS AND COVENANTS OF THE COMPANY

Section 3.1            Representations and Warranties.  The Company represents and warrants to Holder as follows:

4

(a)           The initial Warrant Price referenced on the first page of this Warrant is not greater than the price per share at which shares of the same class and series as the Shares were last issued in an arms-length transaction in which at least $500,000 of such shares were sold.

(b)           All Shares which may be issued upon the exercise of the purchase right represented by this Warrant, and all securities, if any, issuable upon conversion of the Shares, shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities laws.

(c)           The Company’s capitalization table attached hereto as Schedule 1 is true and complete as of the Issue Date.

Section 3.2            Notice of Certain Events.  If the Company proposes at any time (a) to declare any dividend or distribution upon the outstanding shares of the same class and series as the Shares, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) to offer for subscription or sale pro rata to the holders of the outstanding shares of the same class and series as the Shares any additional shares of any class or series of the Company’s stock; (c) to effect any reclassification or recapitalization of any of its stock; (d) to effect an Acquisition, or to liquidate, dissolve or wind up; or (e) offer holders of registration rights the opportunity to participate in an underwritten public offering of the Company’s securities for cash, then, in connection with each such event, the Company shall give Holder: (1) at least 10 days prior written notice of the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of shares of the same class and series as the Shares will be entitled thereto) or for determining rights to vote, if any, in respect of the matters referred to in (c) and (d) above; (2) in the case of the matters referred to in (c) and (d) above at least 10 days prior written notice of the date when the same will take place (and specifying the date on which the holders of shares of the same class and series as the Shares will be entitled to exchange their shares for securities or other property deliverable upon the occurrence of such event); and (3) in the case of the matter referred to in (e) above, the same notice as is given to the holders of such registration rights.  Company will also provide information requested by Holder reasonably necessary to enable Holder to comply with Holder’s accounting or reporting requirements.

Section 3.3            Registration under Securities Act of 1933, as amended.  The Company agrees that the Shares or, if the Shares are convertible into common stock of the Company, such common stock, shall have certain “piggyback,” registration rights pursuant to and as set forth in the Company’s Amended and Restated Investor Rights Agreement, dated November 2, 2007 (the “Investor Rights Agreement”).  The provisions set forth in the Investor Rights Agreement relating to the above in effect as of the Issue Date may not be amended, modified or waived without the prior written consent of Holder unless such amendment, modification or waiver affects the rights associated with the Shares in the same manner as such amendment, modification, or waiver affects the rights associated with all other shares of the same series and class as the Shares issuable to Holder upon the exercise or conversion of this Warrant.

Section 3.4            No Shareholder Rights.  Except as provided in this Warrant, Holder will not have any rights as a shareholder of the Company until the exercise of this Warrant.

ARTICLE 4
REPRESENTATIONS, WARRANTIES OF HOLDER

Holder represents and warrants to the Company as follows:

5

Section 4.1            Purchase for Own Account.  This Warrant and the securities to be acquired upon exercise of this Warrant by Holder will be acquired for investment for Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution within the meaning of the Act.  Holder also represents that Holder has not been formed for the specific purpose of acquiring this Warrant or the Shares.

Section 4.2            Disclosure of Information.  Holder has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the acquisition of this Warrant and its underlying securities.  Holder further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of this Warrant and its underlying securities and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to Holder or to which Holder has access.

Section 4.3            Investment Experience.  Holder understands that the purchase of this Warrant and its underlying securities involves substantial risk.  Holder has experience as an investor in securities of companies in the development stage and acknowledges that Holder can bear the economic risk of such Holder’s investment in this Warrant and its underlying securities and has such knowledge and experience in financial or business matters that Holder is capable of evaluating the merits and risks of its investment in this Warrant and its underlying securities and/or has a preexisting personal or business relationship with the Company and certain of its officers, directors or controlling persons of a nature and duration that enables Holder to be aware of the character, business acumen and financial circumstances of such persons.

Section 4.4            Accredited Investor Status.  Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Act.

Section 4.5            The Act.  Holder understands that this Warrant and the Shares issuable upon exercise or conversion hereof have not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Holder’s investment intent as expressed herein.  Holder understands that this Warrant and the Shares issued upon any exercise or conversion hereof must be held indefinitely unless subsequently registered under the Act and qualified under applicable state securities laws, or unless exemption from such registration and qualification are otherwise available.

ARTICLE 5
MISCELLANEOUS.

Section 5.1            Term.  This Warrant is exercisable in whole or in part at any time and from time to time on or before the Expiration Date.

Section 5.2            Legends.  This Warrant and the Shares (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) shall be imprinted with a legend in substantially the following form:

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 OF THAT CERTAIN WARRANT TO PURCHASE STOCK ISSUED BY THE COMPANY TO SILICON VALLEY BANK DATED AS OF OCTOBER     , 2008, MAY NOT BE OFFERED,

6

SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.

Section 5.3            Compliance with Securities Laws on Transfer.  This Warrant and the Shares issuable upon exercise of this Warrant (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part without compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company).  The Company shall not require the initial Holder to provide an opinion of counsel if the transfer is to such Holder’s parent company, SVB Financial Group (formerly Silicon Valley Bancshares), or any other affiliate of such Holder, provided that any such transferee is an “accredited investor” as defined in Regulation D promulgated under the Act.  Additionally, the Company shall also not require an opinion of counsel if there is no material question as to the availability of current information as referenced in Rule 144(c), Holder represents that it has complied with Rule 144(d) and (e) in reasonable detail, the selling broker represents that it has complied with Rule 144(f), and the Company is provided with a copy of Holder’s notice of proposed sale.

Section 5.4            Transfer Procedure.  After receipt by the initial Holder of the executed Warrant, Holder will transfer all of this Warrant to SVB Financial Group by execution of an Assignment substantially in the form of Appendix 2.  Subject to the provisions of Section 5.3 and upon providing the Company with written notice, SVB Financial Group and any subsequent Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares issuable directly or indirectly, upon conversion of the Shares, if any) to any transferee, provided, however, in connection with any such transfer, SVB Financial Group or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable).  The Company may refuse to transfer this Warrant or the Shares to any person who directly competes with the Company, unless, in either case, the stock of the Company is publicly traded.

Section 5.5            Notices.  All notices and other communications from the Company to Holder, or vice versa, shall be deemed delivered and effective when given personally or mailed by first-class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company or Holder, as the case may (or on the first business day after transmission by facsimile) be, in writing by the Company or such Holder from time to time.  Effective upon receipt of the fully executed Warrant and the initial transfer described in Section 5.4 above, all notices to Holder shall be addressed as follows until the Company receives notice of a change of address in connection with a transfer or otherwise:

SVB Financial Group

Attn: Treasury Department

3003 Tasman Drive, HA 200

Santa Clara, CA 95054

Telephone: 408-654-7400

Facsimile: 408-496-2405

Notice to the Company shall be addressed as follows until Holder receives notice of a change in address:

Millennial Media, Inc.

7

Attn:  Chief Financial Officer

2400 Boston St., Suite 301

Baltimore, MD  21224

Telephone:  410-522-8705

Facsimile:  410-522-8706

Section 5.6            Waiver.  This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought.

Section 5.7            Attorneys’ Fees.  In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees.

Section 5.8            Automatic Conversion upon Expiration.  In the event that, upon the Expiration Date, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above is greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be converted pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised or converted, and the Company shall promptly deliver a certificate representing the Shares (or such other securities) issued upon such conversion to Holder.

Section 5.9 Counterparts.  This Warrant may be executed in counterparts, all of which together shall constitute one and the same agreement.

Section 5.10         Governing Law.  This Warrant shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its principles regarding conflicts of law.

Section 5.11 “Market Stand-Off” Provision.  Holder hereby agrees to be bound by Section 2.11 (titled “‘Market Stand-Off’ Agreement”) of the Investor Rights Agreement.  The lock-up provision of Section 2.11 of the Investor Rights Agreement may not be amended, modified or waived without the prior written consent of Holder unless such amendment, modification or waiver affects the rights associated with the Shares in the same manner as such amendment, modification, or waiver affects the rights associated with all other shares of the same series and class as the Shares issuable to Holder upon the exercise or conversion of this Warrant.

[Signature page follows.]

8

“COMPANY”
MILLENNIAL MEDIA, INC.
By:	/s/ Paul J. Palmieri	By:	/s/ Paul J. Palmieri
Print Name:	Paul J. Palmieri	Print Name:	Paul J. Palmieri
Title:	Chairman of the Board, President or Vice President	Title:	Financial Officer, Secretary, Assistant Treasurer or Assistant Secretary
“HOLDER”
SILICON VALLEY BANK
By:	/s/ Heather Parker
Print Name:	Heather Parker
Title:	Relationship Manager

9

SCHEDULE 1

CAPITALIZATION TABLE

[See attached.]

APPENDIX 1

NOTICE OF EXERCISE

1.             Holder elects to purchase           shares of the Series B Preferred Stock of Millennial Media, Inc. pursuant to the terms of the attached Warrant, and tenders payment of the purchase price of the shares in full.

[or]

1.             Holder elects to convert the attached Warrant into Shares/cash [strike one] in the manner specified in the Warrant.  This conversion is exercised for                                  of the Shares covered by the Warrant.

[Strike paragraph that does not apply.]

2.             Please issue a certificate or certificates representing the shares in the name specified below:

Holders Name

(Address)

3.             By its execution below and for the benefit of the Company, Holder hereby restates each of the representations and warranties in Article 4 of the Warrant as the date hereof.

HOLDER:

By:

Name:

Title:

Date

APPENDIX 2

ASSIGNMENT

For value received, Silicon Valley Bank hereby sells, assigns and transfers unto

Name:	SVB Financial Group
Address	3003 Tasman Drive (HA-200)Santa Clara, CA 95054
Tax ID:	91-1962278

that certain Warrant to Purchase Stock issued by Millennial Media, Inc. (the “Company”), on October 31, 2008 (the “Warrant”) together with all rights, title and interest therein.

	SILICON VALLEY BANK
	By:
	Name:
	Title:
Date:

By its execution below, and for the benefit of the Company, SVB Financial Group makes each of the representations and warranties set forth in Article 4 of the Warrant as of the date hereof and agrees to be bound by all other provisions of the terms and conditions set forth in the Warrant as the “Holder” as of the date hereof.

SVB FINANCIAL GROUP

By:

Name:

Title:

EX-10.3

Exhibit 10.3

EXECUTION VERSION

MILLENNIAL MEDIA, INC.

THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

TABLE OF CONTENTS

		PAGE
SECTION 1.	GENERAL	1
1.1	Amendment and Restatement of Prior Agreement	1
1.2	Definitions	2
SECTION 2.	REGISTRATION; RESTRICTIONS ON TRANSFER	3
2.1	Restrictions on Transfer	3
2.2	Demand Registration	5
2.3	Piggyback Registrations	6
2.4	Form S-3 Registration	7
2.5	Expenses of Registration	9
2.6	Obligations of the Company	9
2.7	Delay of Registration; Furnishing Information	11
2.8	Indemnification	11
2.9	Assignment of Registration Rights	13
2.10	Limitation on Subsequent Registration Rights	14
2.11	“Market Stand-Off” Agreement	14
2.12	Agreement to Furnish Information	15
2.13	Rule 144 Reporting	15
SECTION 3.	COVENANTS OF THE COMPANY	15
3.1	Basic Financial Information and Reporting	15
3.2	Inspection Rights	17
3.3	Confidentiality of Records	17
3.4	Reservation of Common Stock	17
3.5	Stock Vesting; Stock Option Plans	17
3.6	Visitation Rights	18
3.7	Employee Nondisclosure and Developments Agreement	19
3.8	Approval of Capital Expenditures	19
3.9	Directors’ Liability and Indemnification	19
3.10	Directors and Officers Insurance	19
3.11	Board of Directors	19
3.12	Assignment of Right of First Refusal	19

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TABLE OF CONTENTS

(CONTINUED)

		PAGE
3.13	Board Approval of Certain Transactions	20
3.14	Compensation and Audit Committees	20
3.15	Press Release	20
3.16	FIRPTA Covenants	21
3.17	Indemnification Matters	21
3.18	Termination of Covenants	21
SECTION 4.	RIGHTS OF FIRST REFUSAL	22
4.1	Subsequent Offerings	22
4.2	Exercise of Rights	22
4.3	Issuance of Equity Securities to Other Persons	22
4.4	Termination and Waiver of Rights of First Refusal	23
4.5	Assignment of Rights of First Refusal	23
4.6	Excluded Securities	23
SECTION 5.	MISCELLANEOUS	24
5.1	Governing Law	24
5.2	Successors and Assigns	24
5.3	Entire Agreement	24
5.4	Severability	24
5.5	Amendment and Waiver	24
5.6	Delays or Omissions	25
5.7	Notices	25
5.8	Attorneys’ Fees	25
5.9	Titles and Subtitles	25
5.10	Additional Investors	25
5.11	Counterparts	25
5.12	Aggregation of Stock	25
5.13	Pronouns	26
5.14	Termination	26

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MILLENNIAL MEDIA, INC.

THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

THIS THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 23rd day of December, 2010, by and among MILLENNIAL MEDIA, INC., a Delaware corporation (the “Company”) and the investors listed on EXHIBIT A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”

RECITALS

WHEREAS, certain of the Investors are purchasing shares of the Company’s Series D Preferred Stock (the “Series D Stock”), pursuant to that certain Series D Preferred Stock Purchase Agreement (the “Purchase Agreement”) of even date herewith (the “Financing”);

WHEREAS, the obligations in the Purchase Agreement are conditioned upon the execution and delivery of this Agreement;

WHEREAS, certain of the Investors (the “Prior Investors”) are holders of the Company’s Series A-1 Preferred Stock (the “Series A-1 Stock”), Series A-2 Preferred Stock (the “Series A-2 Stock,” together with the Series A-1 Stock, the “Series A Stock”), Series B Preferred Stock (the “Series B Stock”) and Series C Preferred Stock (the “Series C Stock”);

WHEREAS, the Prior Investors and the Company are parties to a Second Amended and Restated Investor Rights Agreement dated November 13, 2009 (the “Prior Agreement”);

WHEREAS, the parties to the Prior Agreement desire to amend and restate the Prior Agreement and accept the rights and covenants hereof in lieu of their rights and covenants under the Prior Agreement; and

WHEREAS, in connection with the consummation of the Financing, the Company and the Investors have agreed to the registration rights, information rights, and other rights as set forth below.

NOW, THEREFORE, in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1.GENERAL.

1.1          Amendment and Restatement of Prior Agreement.  The Prior Agreement is hereby amended in its entirety and restated herein.  Such amendment and restatement is effective upon the execution of this Agreement by the Company and the Requisite Preferred Holders (as such term was defined in the Prior Agreement).  Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights

of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Agreement.

1.2          Definitions.  As used in this Agreement the following terms shall have the following respective meanings:

(a)           “Board” means the Board of Directors of the Company.

(b)           “Exchange Act”means the Securities Exchange Act of 1934, as amended.

(c)           “Form S-3”means such form under the Securities Act as in effect on the date hereof or any successor or similar registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

(d)           “Holder”means any person owning of record Registrable Securities that have not been sold to the public or any assignee of record of such Registrable Securities in accordance with Section 2.9 hereof.

(e)           “Initial Offering”means the Company’s first firm commitment underwritten public offering of its Common Stock registered under the Securities Act.

(f)            “Register,” “registered,” and “registration” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement or document.

(g)           “Registrable Securities”means (a) Common Stock of the Company issuable or issued upon conversion of the Shares and (b) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, such above-described securities. Notwithstanding the foregoing, Registrable Securities shall not include any securities (i) sold by a person to the public either pursuant to a registration statement or Rule 144, (ii) sold in a private transaction in which the transferor’s rights under Section 2 of this Agreement are not assigned or (iii) if the Company has completed its Initial Offering, (y) sold by a Holder in compliance with Rule 144(b)(1)(i) or (z) sold by a Holder who holds one percent (1%) or less of the Company’s outstanding Common Stock and all Registrable Securities (together with any Affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) in any three (3) month period.

(h)           “Registrable Securities then outstanding”shall be the number of shares of the Company’s Common Stock that are Registrable Securities and either (a) are then issued and outstanding or (b) are issuable pursuant to then exercisable or convertible securities.

(i)            “Registration Expenses”shall mean all expenses incurred by the Company in complying with Sections 2.2, 2.3 and 2.4 hereof, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company, reasonable fees and disbursements not to exceed $25,000 of a single special counsel for the Holders, blue sky fees and expenses and the expense of any special audits incident to or

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required by any such registration (but excluding the compensation of regular employees of the Company which shall be paid in any event by the Company).

(j)            “Requisite Preferred Holders” means the holders of at least sixty-seven percent (67%) of the Registrable Securities held by the Investors, voting together as a single class on an as-converted basis.

(k)           “SEC” or “Commission” means the Securities and Exchange Commission.

(l)            “Securities Act”shall mean the Securities Act of 1933, as amended.

(m)          “Selling Expenses”shall mean all underwriting discounts and selling commissions applicable to the sale.

(n)           “Series Designees” shall have the meaning given such term in the Company’s Amended and Restated Certificate of Incorporation as in effect on the date hereof;

(o)           “Series A Designees” shall have the meaning given such term in the Company’s Amended and Restated Certificate of Incorporation as in effect on the date hereof;

(p)           “Series B Designee” shall have the meaning given such term in the Company’s Amended and Restated Certificate of Incorporation as in effect on the date hereof;

(q)           “Series C Designee” shall have the meaning given such term in the Company’s Amended and Restated Certificate of Incorporation as in effect on the date hereof;

(r)           “Shares”shall mean the Series D Stock issued pursuant to the Purchase Agreement, the Series C Stock issued pursuant to that certain Series C Preferred Stock Purchase Agreement dated November 13, 2009, the Series B Stock issued pursuant to that certain Series B Preferred Stock Purchase Agreement dated November 2, 2007, and the Series A Stock issued pursuant to that certain Preferred Stock Purchase Agreement dated July 21, 2006, in each case, held from time to time by the Investors listed on EXHIBIT A hereto and their permitted assigns.

(s)           “Special Registration Statement” shall mean (i) a registration statement relating to any employee benefit plan or (ii) with respect to any corporate reorganization or transaction under Rule 145 of the Securities Act, any registration statements related to the issuance or resale of securities issued in such a transaction or (iii) a registration related to stock issued upon conversion of debt securities.

SECTION 2.REGISTRATION; RESTRICTIONS ON TRANSFER.

2.1          Restrictions on Transfer.

(a)           Each Holder agrees not to make any disposition of all or any portion of the Shares or Registrable Securities unless and until:

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(i)            there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or

(ii)           (A) The transferee has agreed in writing to be bound by the terms of this Agreement, (B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (C) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act.  It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144, except in unusual circumstances.  After its Initial Offering, the Company will not require any transferee pursuant to Rule 144 to be bound by the terms of this Agreement if the shares so transferred do not remain Registrable Securities hereunder following such transfer.

(b)           Notwithstanding the provisions of subsection (a) above, no such restriction shall apply to a transfer by a Holder that is (A) a partnership transferring to its partners or former partners in accordance with partnership interests, (B) a corporation transferring to a wholly-owned subsidiary or a parent corporation that owns all of the capital stock of the Holder, (C) a limited liability company transferring to its members or former members in accordance with their interest in the limited liability company, or (D) an individual transferring to the Holder’s family member or trust for the benefit of an individual Holder; provided that in each case the transferee will agree in writing to be subject to the terms of this Agreement to the same extent as if he were an original Holder hereunder.

(c)           Each certificate representing Shares or Registrable Securities shall be stamped or otherwise imprinted with legends substantially similar to the following (in addition to any legend required under applicable state securities laws):

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN INVESTOR RIGHTS AGREEMENT BY AND BETWEEN THE STOCKHOLDER AND THE COMPANY.  COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON

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WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.

(d)           The Company shall be obligated to reissue promptly unlegended certificates at the request of any Holder thereof if the Company has completed its Initial Offering and the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of without registration, qualification and legend, provided that the second legend listed above shall be removed only at such time as the Holder of such certificate is no longer subject to any restrictions hereunder.

(e)           Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal.

2.2          Demand Registration.

(a)           Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of at least sixty percent (60%) of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $5,000,000 (a “Qualified Public Offering”)), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all Holders request to be registered.

(b)           If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable.  In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein.  All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company).  Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders).  Any

5

Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.

(c)           The Company shall not be required to effect a registration pursuant to this Section 2.2:

(i)            prior to the expiration of the restrictions on transfer set forth in Section 2.11 following the Initial Offering;

(ii)           after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective;

(iii)         during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective;

(iv)          if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement within ninety (90) days;

(v)            if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period;

(vi)          if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; or

(vii)         in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

2.3          Piggyback Registrations.  The Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder.  Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing.  Such

6

notice shall state the intended method of disposition of the Registrable Securities by such Holder.  If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

(a)           Underwriting.  If the registration statement of which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities.  In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 2.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein.  All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company.  Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty-three and one-third percent (33-1/3%) of the total amount of securities included in such registration, unless such offering is the Initial Offering and such registration does not include shares of any other selling stockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause.  If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement.  Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.  For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

(b)           Right to Terminate Registration.  The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.3 whether or not any Holder has elected to include securities in such registration, and shall promptly notify any Holder that has elected to include shares in such registration of such termination or withdrawal.  The Registration Expenses of such withdrawn registration shall be borne by the Company in accordance with Section 2.5 hereof.

2.4          Form S-3 Registration.  In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or requests that the Company effect a

7

registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:

(a)           promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and

(b)           as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:

(i)            if Form S-3 is not available for such offering by the Holders;

(ii)           if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than one million dollars ($1,000,000);

(iii)         if within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement;

(iv)          if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period;

(v)            if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4; or

(vi)          in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

(c)           Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holders.  Registrations effected pursuant to

8

this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2.

2.5          Expenses of Registration.  Except as specifically provided herein, all Registration Expenses incurred in connection with any registration, qualification or compliance pursuant to Section 2.2, 2.3 or 2.4 herein shall be borne by the Company.  All Selling Expenses incurred in connection with any registrations hereunder, shall be borne by the holders of the securities so registered pro rata on the basis of the number of shares so registered.  The Company shall not, however, be required to pay for expenses of any registration proceeding begun pursuant to Section 2.2 or 2.4, the request of which has been subsequently withdrawn by the Initiating Holders unless (a) the withdrawal is based upon material adverse information concerning the Company of which the Initiating Holders were not aware at the time of such request or (b) the Holders of a majority of Registrable Securities agree to deem such registration to have been effected as of the date of such withdrawal for purposes of determining whether the Company shall be obligated pursuant to Section 2.2(c) or 2.4(b)(v), as applicable, to undertake any subsequent registration, in which event such right shall be forfeited by all Holders).  If the Holders are required to pay the Registration Expenses, such expenses shall be borne by the holders of securities (including Registrable Securities) requesting such registration in proportion to the number of shares for which registration was requested.  If the Company is required to pay the Registration Expenses of a withdrawn offering pursuant to clause (a) above, then such registration shall not be deemed to have been effected for purposes of determining whether the Company shall be obligated pursuant to Section 2.2(c) or 2.4(b)(v), as applicable, to undertake any subsequent registration.

2.6          Obligations of the Company.  Whenever required to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

(a)           prepare and file with the SEC a registration statement with respect to such Registrable Securities and use all reasonable efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for up to thirty (30) days or, if earlier, until the Holder or Holders have completed the distribution related thereto; provided, however, that at any time, upon written notice to the participating Holders and for a period not to exceed sixty (60) days thereafter (the “Suspension Period”), the Company may delay the filing or effectiveness of any registration statement or suspend the use or effectiveness of any registration statement (and the Initiating Holders hereby agree not to offer or sell any Registrable Securities pursuant to such registration statement during the Suspension Period) if the Company reasonably believes that there is or may be in existence material nonpublic information or events involving the Company, the failure of which to be disclosed in the prospectus included in the registration statement could result in a Violation (as defined below).  In the event that the Company shall exercise its right to delay or suspend the filing or effectiveness of a registration hereunder, the applicable time period during which the registration statement is to remain effective shall be extended by a period of time equal to the duration of the Suspension Period.  The Company may extend the Suspension Period for an additional consecutive sixty (60) days with the consent of the holders of sixty percent (60%) of the Registrable Securities registered under the applicable registration statement, which consent shall not be unreasonably withheld.  In no event shall any Suspension Period, when taken together with all prior Suspension Periods,

9

exceed 120 days in the aggregate.  If so directed by the Company, all Holders registering shares under such registration statement shall (i) not offer to sell any Registrable Securities pursuant to the registration statement during the period in which the delay or suspension is in effect after receiving notice of such delay or suspension; and (ii) use their best efforts to deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holders’ possession, of the prospectus relating to such Registrable Securities current at the time of receipt of such notice.  Notwithstanding the foregoing, the Company shall not be required to file, cause to become effective or maintain the effectiveness of any registration statement other than a registration statement on Form S-3 that contemplates a distribution of securities on a delayed or continuous basis pursuant to Rule 415 under the Securities Act.

(b)           Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement for the period set forth in subsection (a) above.

(c)           Furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them.

(d)           Use all reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.

(e)           In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering.  Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.

(f)            Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. The Company will use reasonable efforts to amend or supplement such prospectus in order to cause such prospectus not to include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.

(g)           Use all reasonable efforts to furnish, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for

10

the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter, dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering addressed to the underwriters.

2.7          Delay of Registration; Furnishing Information.

(a)           No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2.

(b)           It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 2.2, 2.3 or 2.4 that the selling Holders shall furnish to the Company such information regarding themselves, the Registrable Securities held by them and the intended method of disposition of such securities as shall be required to effect the registration of their Registrable Securities.

(c)           The Company shall have no obligation with respect to any registration requested pursuant to Section 2.2 or Section 2.4 if the number of shares or the anticipated aggregate offering price of the Registrable Securities to be included in the registration does not equal or exceed the number of shares or the anticipated aggregate offering price required to originally trigger the Company’s obligation to initiate such registration as specified in Section 2.2 or Section 2.4, whichever is applicable.

2.8          Indemnification.  In the event any Registrable Securities are included in a registration statement under Sections 2.2, 2.3 or 2.4:

(a)           To the extent permitted by law, the Company will indemnify and hold harmless each Holder, the partners, members, stockholders, officers and directors of each Holder, any underwriter (as defined in the Securities Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”) by the Company: (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement or incorporated by reference therein, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law in connection with the offering covered by such registration statement; and the Company will reimburse each such Holder, partner, member, stockholder, officer, director, underwriter or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action;

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provided however, that the indemnity agreement contained in this Section 2.8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such Holder, partner, member, stockholder, officer, director, underwriter or controlling person of such Holder.

(b)           To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration qualifications or compliance is being effected, indemnify and hold harmless the Company, each of its directors, its officers and each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter and any other Holder selling securities under such registration statement or any of such other Holder’s partners, members, stockholders, directors or officers or any person who controls such Holder, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, controlling person, underwriter or other such Holder, or partner, member, stockholder, director, officer or controlling person of such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any of the following statements: (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement or incorporated reference therein, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act (collectively, a “Holder Violation”), in each case to the extent (and only to the extent) that such Holder Violation occurs in reliance upon and in conformity with written information furnished by such Holder under an instrument duly executed by such Holder and stated to be specifically for use in connection with such registration; and each such Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter or other Holder, or partner, member, stockholder, officer, director or controlling person of such other Holder in connection with investigating or defending any such loss, claim, damage, liability or action if it is judicially determined that there was such a Holder Violation; provided, however, that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; provided further, that in no event shall any indemnity under this Section 2.8 exceed the net proceeds from the offering received by such Holder.

(c)           Promptly after receipt by an indemnified party under this Section 2.8 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.8, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however,

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that an indemnified party shall have the right to retain its own counsel, with the fees and expenses thereof to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding.  The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.8 to the extent, and only to the extent, prejudicial to its ability to defend such action, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.8.

(d)           If the indemnification provided for in this Section 2.8 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall to the extent permitted by applicable law contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the Violation(s) or Holder Violation(s) that resulted in such loss, claim, damage or liability, as well as any other relevant equitable considerations.  The relative fault of the indemnifying party and of the indemnified party shall be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided, that in no event shall any contribution by a Holder hereunder exceed the net proceeds from the offering received by such Holder.

(e)           The obligations of the Company and Holders under this Section 2.8 shall survive completion of any offering of Registrable Securities in a registration statement and, with respect to liability arising from an offering to which this Section 2.8 would apply that is covered by a registration filed before termination of this Agreement, such termination.  No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.

2.9          Assignment of Registration Rights.  The rights to cause the Company to register Registrable Securities pursuant to this Section 2 may be assigned by a Holder to a transferee or assignee of Registrable Securities (for so long as such shares remain Registrable Securities) that (a) is a subsidiary, parent, general partner, limited partner, retired partner, member or retired member, or stockholder of a Holder that is a corporation, partnership or limited liability company, (b) is a Holder’s family member or trust for the benefit of an individual Holder, or (c) acquires at least 500,000 shares of Registrable Securities (as adjusted for stock splits and combinations after the date hereof); or (d) is an entity affiliated by common control (or other related entity) with such Holder provided, however, (i) the transferor shall, within ten (10) days after such transfer, furnish to the Company written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being

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assigned and (ii) such transferee shall agree to be subject to all restrictions set forth in this Agreement.

2.10Limitation on Subsequent Registration Rights.  Other than as provided in Section 5.10, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.

2.11“Market Stand-Off” Agreement.  Each Holder hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registration) during the 180-day period following the effective date of the Initial Offering (or such longer period, not to exceed 34 days after the expiration of the 180-day period, as the underwriters or the Company shall request in order to facilitate compliance with NASD Rule 2711); provided that:

(i)all officers and directors of the Company and holders of at least one percent (1%) of the Company’s voting securities are bound by and have entered into similar agreements; and

(ii)such agreement shall provide that any discretionary waiver or termination of the restrictions of such agreement by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company shall apply to New Enterprise Associates 13, L.P. (“NEA”) and its affiliates, Columbia Capital Equity Partners IV (QP), L.P. (“Columbia Capital”) and its affiliates, Bessemer Venture Partners VI, L.P. “Bessemer”) and its affiliates, and Charles River Partnership XIII, L.P. (“Charles River”), pro rata (subject to underwriter cut-back provisions as set forth in Section 2.2(b) and 2.3(a), if applicable), based on the number of Registrable Securities then outstanding held by NEA, Columbia Capital, Bessemer, and Charles River and the holders of capital stock receiving the waiver or termination of such restrictions.

The obligations described in this Section 2.11 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future.  The Company covenants that it will require all future holders of its capital stock (including holders of options or other convertible securities to purchase capital stock of the Company) to enter into a market stand-off agreement on terms comparable to those set forth above.

2.12Agreement to Furnish Information.  Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Holder’s obligations under Section 2.11 or that are necessary to give further effect thereto.  In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder shall provide, within ten (10) days of such request, such information as may be required by the Company or

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such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act.  The obligations described in Section 2.11 and this Section 2.12 shall not apply to a Special Registration Statement.  The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of the period described in Section 2.11.  Each Holder agrees that any transferee of any shares of Registrable Securities shall be bound by Sections 2.11 and 2.12.  The underwriters of the Company’s stock are intended third party beneficiaries of Sections 2.11 and 2.12 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto.

2.13Rule 144 Reporting.  With a view to making available to the Holders the benefits of certain rules and regulations of the SEC which may permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its best efforts to:

(a)Make and keep public information available, as those terms are understood and defined in SEC Rule 144 or any similar or analogous rule promulgated under the Securities Act, at all times after the effective date of the first registration filed by the Company for an offering of its securities to the general public;

(b)File with the SEC, in a timely manner, all reports and other documents required of the Company under the Exchange Act; and

(c)So long as a Holder owns any Registrable Securities, furnish to such Holder forthwith upon request:  a written statement by the Company as to its compliance with the reporting requirements of said Rule 144 of the Securities Act, and of the Exchange Act (at any time after it has become subject to such reporting requirements); a copy of the most recent annual or quarterly report of the Company filed with the Commission; and such other reports and documents as a Holder may reasonably request in connection with availing itself of any rule or regulation of the SEC allowing it to sell any such securities without registration.

SECTION 3.COVENANTS OF THE COMPANY.

3.1Basic Financial Information and Reporting.

(a)The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied (except as noted therein), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.

(b)The Company will furnish each Investor, as soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred fifty (150) days thereafter, the Company will furnish such Investor a balance sheet of the Company, as at the end of such fiscal year, a statement of income, a statement of stockholders’ equity, and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail.  Such

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financial statements shall be accompanied by a report and opinion thereon by independent public accountants selected by the Board.

(c)The Company will furnish each Investor who, with its Affiliates, owns not less then 500,000 shares of Registrable Securities (as adjusted for stock splits and combinations after the date hereof) (a “Major Investor”), as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within forty-five (45) days thereafter, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.

(d)The Company will furnish each Major Investor: (i) at least thirty (30) days (but no more then ninety (90) days) prior to the beginning of each fiscal year, an annual budget and operating plans for the Company for such fiscal year (and as soon as available, any subsequent written revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within thirty (30) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made.

(e)All financial information and budgets required under Section 3.1(b)-(d) above shall consist of consolidated financial statements (consolidating the Company and its subsidiaries) unless the rules of generally accepted accounting principles provide otherwise.

(f)As soon as practicable (or otherwise as provided herein), the Company will furnish each Major Investor with copies of the following documents: (i) material documents filed with governmental agencies, including, without limitation, the Internal Revenue Service, the Environmental Protection Agency, and the SEC, within thirty (30) days after filing; (ii) pleadings of any material lawsuits filed by or against the Company, within thirty (30) days after filing or service of process; (iii) notices regarding any default on any loan or lease to which the Company is a party, including, without limitation, the Purchase Agreement or any Related Agreements (as defined in the Purchase Agreement), within ten (10) days after discovery (such notices to contain a statement outlining such default and management’s proposed response); (iv) notices regarding any material adverse effect on the assets, conditions, affairs, results of operations or prospects of the Company, financially or otherwise, within five (5) days after discovery (such notices to contain a statement outlining such default and management’s proposed response); and (iv) any other documents or information reasonably requested by a Major Investor.

3.2Inspection Rights.  Each Major Investor shall have the right to visit and inspect any of the properties of the Company or any of its subsidiaries, and to discuss the affairs, finances and accounts of the Company or any of its subsidiaries with its officers, and to review

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such information as is reasonably requested all at such reasonable times and as often as may be reasonably requested; provided, however, that the Company shall not be obligated under this Section 3.2 with respect to a competitor of the Company (as reasonably determined by the Board) or with respect to information which the Board determines in good faith is confidential or attorney-client privileged and should not, therefore, be disclosed.

3.3Confidentiality of Records.  Each Investor agrees to use the same degree of care as such Investor uses to protect its own confidential information to keep confidential any information furnished to such Investor pursuant to Section 3.1 and 3.2 hereof that the Company identifies as being confidential or proprietary (so long as such information is not in the public domain), except that such Investor may disclose such proprietary or confidential information (i) to any partner, subsidiary or parent of such Investor or any former partners or members who retained an economic interest in such Investor (or any employee or representative of any of the foregoing or legal counsel, accountants or representatives for such Investor) (each of the foregoing persons, a “Permitted Disclosee”), as long as such Permitted Disclosee agrees or has agreed to be bound by the confidentiality provisions of this Section 3.3 or comparable restrictions; (ii) at such time as it enters the public domain through no fault of such Investor; (iii) that is communicated to it free of any obligation of confidentiality; (iv) that is developed by Investor or its agents independently of and without reference to any confidential information communicated by the Company; or (v) as required by applicable law.  Notwithstanding the foregoing, nothing contained herein shall prevent any Investor or any Permitted Disclosee from (x) entering into any business, entering into any agreement with a third party, or investing in or engaging in investment discussions with any other company (whether or not competitive with the Company), provided that such Investor or Permitted Disclosee does not, except as permitted in accordance with this Section 3.3 disclose or otherwise make use of any proprietary or confidential information of the Company in connection with such activities, or (y) making any disclosures required by law, rule, regulation or court or other governmental order.

3.4Reservation of Common Stock.  The Company will at all times reserve and keep available, solely for issuance and delivery upon the conversion of the Preferred Stock, all Common Stock issuable from time to time upon such conversion.

3.5Stock Vesting; Stock Option Plans.

(a)Except as provided in Section 3.5(b) below, unless otherwise approved by the Board, including the affirmative vote of at least two Series Designees, all stock options and other stock equivalents issued after the date of this Agreement to employees, directors, consultants and other service providers shall be subject to vesting as follows: twenty-five percent (25%) of such stock shall vest at the end of the first year following the earlier of the date of issuance or such person’s services commencement date with the Company, and seventy-five percent (75%) of such stock shall vest over the remaining three (3) years (the “Standard Vesting Schedule”).

(b)In connection with stock options and other stock equivalents issued to employees, the Standard Vesting Schedule shall accelerate as follows:

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(i)Unless otherwise approved by the Board, including the affirmative vote of at least two Series Designees and at least one designee elected solely by the holders of the Company’s Common Stock (a “Common Designee”), the Standard Vesting Schedule for all employees, other than those contemplated by Section 3.5(b)(ii) and 3.5(b)(iii) below, shall accelerate as follows:  25% of the then-unvested portion shall accelerate upon a “Single Trigger” and 50% of the then-unvested portion shall accelerate upon a “Double Trigger” (each as defined below).

(ii)The Standard Vesting Schedule for employees who have vice-president titles or higher who are approved by the Board (or Compensation Committee thereof), other than those contemplated by Section 3.5(b)(iii) below, shall accelerate as follows: 25% of the then-unvested portion shall accelerate upon a “Single Trigger” and 100% of the then-unvested portion shall accelerate upon a “Double Trigger.”

(iii)The Investors and the Company’s founders have also discussed an exception that would require a higher “Single Trigger” acceleration amount.  These exceptions will be applied on a case-by-case basis as may be approved by the Board, including at least two Series Designees and one Common Designee.

(iv)For purposes of this Section 3.5: (A) a “Single Trigger” shall mean that a “Change in Control” (as such term is defined in the Company’s 2006 Equity Incentive Plan (the “Plan”)) has been consummated; and (B) a “Double Trigger” shall mean that (1) a “Change in Control” (as such term is defined in the Plan) has been consummated and (2) the employee has been terminated by the Company without “cause”, or the employee has resigned from his employment with the Company for “good reason” (as “cause” and “good reason” are defined in the Plan or, if the employee is party to an effective employment agreement with the Company that contains definitions of such terms, the definitions given to such terms in such employment agreement), in either case, within one (1) month prior to, as of, or within twelve (12) months after, the effective date of such Change in Control.

(c)Any acceleration of the Standard Vesting Schedule not contemplated by this Section 3.5 shall require the approval of the Board, including the affirmative approval of at least two of the Series Designees.

(d)The Company shall not amend the Plan or establish or adopt any new stock option or equity incentive plans without the approval of the Board, including the affirmative approval of at least two of the Series Designees.

3.6Visitation Rights.  The Company shall allow one representative designated by NEA to attend all meetings of the Board in a nonvoting capacity, and in connection therewith, the Company shall give such representative copies of all notices, minutes, consents and other materials, financial or otherwise, which the Company provides to the Board; provided, however, that the Company reserves the right to exclude such representative from access to any material or meeting or portion thereof if the Company believes upon advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect highly confidential information or for other similar reasons.  The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding.

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3.7Employee Nondisclosure and Developments Agreement.  The Company shall require all employees and consultants to execute and deliver an Employee Nondisclosure and Developments Agreement substantially in the form attached to the Purchase Agreement or such other form approved by the Board, including the affirmative approval of at least two of the Series Designees.

3.8Approval of Capital Expenditures.  The Company shall not, without the approval of the Board, including the approval of at least three of the Series Designees, authorize or enter into any capital expenditure exceeding one hundred thousand dollars ($100,000) that is not contemplated by the Company’s most recent Board-approved operating plan.

3.9Directors’ Liability and Indemnification.  The Company’s Certificate of Incorporation and Bylaws shall provide (a) for elimination of the liability of director to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law.

3.10Qualified Small Business.  The Company will use reasonable efforts to comply with the reporting and recordkeeping requirements of Section 1202 of the Internal Revenue Code of 1986, as amended, any regulations promulgated thereunder and any similar state laws and regulations.

3.11Directors and Officers Insurance.  The Company shall maintain, during the term of this Agreement director and officer liability insurance with an underwriter and with terms acceptable to the Board, including coverage limits of at least three million dollars ($3,000,000) per occurrence, including a rider containing employment practice liability insurance with coverage limits of at least one million dollars ($1,000,000) per occurrence, or such other coverage limits as may be reasonably determined by the Board to be acceptable, including the affirmative approval of at least two of the Series Designees.

3.12Board of Directors.The Company will reimburse the Series Designees for their reasonable expenses incurred in attending meetings of the Board (including the committees thereof) and any other meetings or events attended on behalf of the Company at the Company’s request (such as trade shows).

3.13Assignment of Right of First Refusal.  In the event the Company elects not to exercise any right of first refusal or right of first offer the Company may have on a proposed transfer of any of the Company’s outstanding capital stock pursuant to the Company’s Bylaws, as amended from time-to-time, the Company shall, to the extent it may do so, assign such right of first refusal or right of first offer to each Investor.  In the event of such assignment, each Investor shall have a right to purchase its pro rata portion of the capital stock proposed to be transferred on the same terms as those offered to the Company.  Each Investor’s pro rata portion shall be equal to the product obtained by multiplying (i) the aggregate number of shares proposed to be transferred by (ii) a fraction, the numerator of which is the number of shares of Registrable Securities held by such Investor at the time of the proposed transfer and the denominator of which is the total number of Registrable Securities owned by all Investors at the time of such proposed transfer.

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3.14Board Approval of Certain Transactions.

(a)The Company will not do any of the following, unless previously approved by a majority of the Board, including the affirmative vote of at least three of the Series Designees:

(i)Enter into or grant an exclusive license of any of the Company’s intellectual property or any other transaction that is substantially equivalent to a sale of the Company’s intellectual property;

(ii)Create any committees of the Board; or

(iii)Enter any transaction that results in first priority security interest being placed on all or substantially all of the Company’s assets or intellectual property;

(b)The Company will not do any of the following, unless previously approved by a majority of the Board:

(i)Approve any annual operating budget;

(ii)Sell, transfer, pledge, dispose of or license any of the intellectual property rights of the Company or other Company assets, other than in the ordinary course of the Company’s business;

(iii)Enter into or grant an exclusive distribution or partnership agreement relating to the Company’s intellectual property;

(iv)Terminate or hire, or change the responsibilities (including title) of, any executive officer of the Company;

(v)Enter into any employment or severance agreement with any executive officer of the Company, or make any material modification to the terms of any such agreement;

(vi)Acquire all or substantially all of the stock or assets of any other business entity (whether by stock or asset purchase, merger, consolidation or otherwise);

(vii)Form, contribute any capital or assets, or loan or advance any funds, to any subsidiary, joint venture or similar business entity;

(viii)Enter into any material new line of business or materially change the Company’s existing line of business;

(ix)Relocate the Company’s principal office outside of the Baltimore, Maryland metropolitan area; or

(x)Permit any executive officer of the Company to devote less than all of his or her business time to the conduct of the business of the Company.

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(c)The Company will not do any of the following, unless previously approved by the Compensation Committee:

(i)Terminate or hire, or change the responsibilities (including title) of, any Senior Vice President of the Company;

(ii)Enter into any employment or severance agreement with any Senior Vice President of the Company, or make any material modification to the terms of any such agreement;

(iii)Permit any Senior Vice President of the Company to devote less than all of his or her business time to the conduct of the business of the Company; or

(iv)Increase the compensation of any member of management, any key employee or any employee if such employee earns a salary in excess of one hundred fifty thousand dollars ($150,000) in the aggregate per calendar year.

(d)The Company will not enter into transactions with any director or management employee of the Company or their immediate families or affiliates thereof, other than the transactions contemplated by the Purchase Agreement, unless previously approved by a majority of the disinterested members of the Board.

3.15Compensation and Audit Committees.  To the extent the Company forms a Compensation Committee or Audit Committee of the Board, each of the Series Designees shall have the right in their sole discretion to be members of such committees (along with any other members of such committees).

3.16Press Release.  Any press release issued by the Company in connection with, or referencing the sale of Preferred Stock, must be previously approved by NEA, Columbia Capital, Bessemer and Charles River.  Expenses in connection with such press release shall be paid for by the Company.

3.17“Key Man” Insurance.  The Company will maintain or obtain, as applicable, “key man” insurance on Paul Palmieri in the amount of at least two million dollars ($2,000,000) each, within sixty (60) days of the date of this Agreement.

3.18FIRPTA Covenants.  The Company shall provide prompt notice to NEA following any “determination date” (as defined in Treasury Regulation Section 1.897-2(c)(1)) on which the Company becomes a United States real property holding corporation.  In addition, upon a written request by NEA, the Company shall provide NEA with a written statement informing NEA whether NEA’s interest in the Company constitutes a United States real property interest.  The Company’s determination shall comply with the requirements of Treasury Regulation Section 1.897-2(h)(1) or any successor regulation, and the Company shall provide timely notice to the Internal Revenue Service, in accordance with and to the extent required by Treasury Regulation Section 1.897-2(h)(2) or any successor regulation, that such statement has been made.  The Company’s written statement to NEA shall be delivered to NEA within ten (10) days of NEA’s written request therefor.  The Company’s obligation to furnish such written statement shall continue notwithstanding the fact that a class of the Company’s stock may be

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regularly traded on an established securities market or the fact that there is no preferred stock then outstanding.

3.19Indemnification Matters.  The Company hereby acknowledges that one (1) or more of the Series Designees nominated to serve on the Board by the Investors (each a “Fund Director”) may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or more of the Investors and certain of their affiliates (collectively, the “Fund Indemnitors”).  The Company hereby agrees (a) that it is the indemnitor of first resort (i.e., its obligations to any such Fund Director are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Fund Director are secondary), (b) that it shall be required to advance the full amount of expenses incurred by such Fund Director and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of any such Fund Director to the extent legally permitted and as required by the Company’s Amended and Restated Certificate of Incorporation (as in effect on the date hereof) or Bylaws of the Company (or any agreement between the Company and such Fund Director), without regard to any rights such Fund Director may have against the Fund Indemnitors, and, (c) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof.  The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of any such Fund Director with respect to any claim for which such Fund Director has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Fund Director against the Company.  The Company and the Fund Director(s) agree that the Fund Indemnitors are express third party beneficiaries of the terms hereof.

3.20Termination of Covenants.  All covenants of the Company contained in Section 3 of this Agreement (other than the provisions of Section 3.3, 3.9 and 3.19) shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to the Initial Offering which results in the Preferred Stock being converted into Common Stock or (ii) upon an “Acquisition” as defined in the Company’s Amended and Restated Certificate of Incorporation as in effect on the date hereof.

SECTION 4.RIGHTS OF FIRST REFUSAL.

4.1Subsequent Offerings.  Subject to applicable securities laws, each Investor shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 4.6 hereof.  Each Investor’s pro rata share is equal to the ratio of (a) the number of shares of the Company’s Common Stock (including all shares of Common Stock issuable or issued upon conversion of the Shares or upon the exercise of outstanding warrants or options) of which such Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company’s outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities.  The term “Equity

22

Securities” shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock or other security (including any option to purchase such a convertible security), (iii) any security or unit carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

4.2Exercise of Rights.  If the Company proposes to issue any Equity Securities, it shall give each Investor written notice of its intention, describing the Equity Securities, the price and the terms and conditions upon which the Company proposes to issue the same.  Each Investor shall have fifteen (15) days from the giving of such notice to agree to purchase its pro rata share of the Equity Securities for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the quantity of Equity Securities to be purchased.  Notwithstanding the foregoing, the Company shall not be required to offer or sell such Equity Securities to any Investor who would cause the Company to be in violation of applicable federal securities laws by virtue of such offer or sale.

4.3Issuance of Equity Securities to Other Persons.  If not all of the Investors elect to purchase their pro rata share of the Equity Securities, then the Company shall promptly notify in writing the Investors who do so elect and shall offer such Investors the right to acquire such unsubscribed shares on a pro rata basis.  The Investors shall have five (5) business days after receipt of such notice to notify the Company of its election to purchase all or a portion thereof of the unsubscribed shares.  The Company shall have ninety (90) days thereafter to sell the Equity Securities in respect of which the Investor’s rights were not exercised, at a price not lower and upon general terms and conditions not materially more favorable to the purchasers thereof than specified in the Company’s notice to the Investors pursuant to Section 4.2 hereof.  If the Company has not sold such Equity Securities within ninety (90) days of the notice provided pursuant to Section 4.2, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Investors in the manner provided above.

4.4Termination and Waiver of Rights of First Refusal.  The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Initial Offering which results in the Preferred Stock being converted into Common Stock or (ii) an “Acquisition” as defined in the Company’s Amended and Restated Certificate of Incorporation as in effect on the date hereof.  Notwithstanding Section 5.5 hereof, the rights of first refusal established by this Section 4 may be amended, or any provision waived, with and only with the written consent of the Company and the Requisite Preferred Holders.

4.5Assignment of Rights of First Refusal.  The rights of first refusal of each Investor under this Section 4 may be assigned to the same parties, subject to the same restrictions as any transfer of registration rights pursuant to Section 2.9.

4.6Excluded Securities.  The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:

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(a)shares of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued pursuant to such options, warrants or other rights issued or to be issued after the date hereof to employees, officers or directors of, or consultants or advisors to, the Company or any subsidiary that are approved by the Board and that are made pursuant to the Company’s 2006 Equity Incentive Plan or such other stock purchase or stock option plans or other arrangements that are approved by the Board, including the affirmative approval of at least two of the Series Designees;

(b)stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 with respect to the initial sale or grant by the Company of such rights or agreements;

(c)any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance or similar business combination with a bona fide commercial operating entity approved by the Board, including the affirmative approval of at least three of the Series Designees;

(d)any Equity Securities issued in connection with any stock split, stock dividend or recapitalization by the Company;

(e)any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution approved by the Board, including the affirmative approval of at least three of the Series Designees;

(f)any Equity Securities that are issued by the Company pursuant to the registration statement pertaining to the Initial Offering which results in the Preferred Stock being converted into Common Stock;

(g)any Equity Securities issued in connection with strategic transactions involving the Company and other bona fide commercial operating entities, including, without limitation (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that the issuance of shares therein has been approved by the Board, including the affirmative approval of at least three of the Series Designees.

SECTION 5.MISCELLANEOUS.

5.1Governing Law.  This Agreement shall be governed by and construed under the laws of the State of Delaware in all respects as such laws are applied to agreements among Delaware residents entered into and to be performed entirely within Delaware, without reference to conflicts of laws or principles thereof.

5.2Successors and Assigns.  Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the parties hereto and their

24

respective successors, assigns, heirs, executors, and administrators and shall inure to the benefit of and be enforceable by each person who shall be a holder of Registrable Securities from time to time; provided, however, that prior to the receipt by the Company of adequate written notice of the transfer of any Registrable Securities specifying the full name and address of the transferee, the Company may deem and treat the person listed as the holder of such shares in its records as the absolute owner and holder of such shares for all purposes, including the payment of dividends or any redemption price.

5.3Entire Agreement.  This Agreement, the Exhibits and Schedules hereto, the Purchase Agreement and the other documents delivered pursuant thereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other in any manner by any oral or written representations, warranties, covenants and agreements except as specifically set forth herein and therein.  Each party expressly represents and warrants that it is not relying on any oral or written representations, warranties, covenants or agreements outside of this Agreement.

5.4Severability.  In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

5.5Amendment and Waiver.

(a)Except as otherwise expressly provided, this Agreement may be amended or modified, and the obligations of the Company and the rights of the Holders under this Agreement may be waived, only upon the written consent of the Company and the Requisite Preferred Holders.

(b)For the purposes of determining the number of Holders or Investors entitled to vote or exercise any rights hereunder, the Company shall be entitled to rely solely on the list of record holders of its stock as maintained by or on behalf of the Company.

5.6Delays or Omissions.  It is agreed that no delay or omission to exercise any right, power, or remedy accruing to any party, upon any breach, default or noncompliance by another party under this Agreement shall impair any such right, power, or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of any similar breach, default or noncompliance thereafter occurring.  It is further agreed that any waiver, permit, consent, or approval of any kind or character on any party’s part of any breach, default or noncompliance under the Agreement or any waiver on such party’s part of any provisions or conditions of this Agreement must be in writing and shall be effective only to the extent specifically set forth in such writing.  All remedies, either under this Agreement, by law, or otherwise afforded to any party, shall be cumulative and not alternative.

5.7Notices.  All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; if

25

not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.  All communications shall be sent, if to the Company, to 2400 Boston Street, Signature Building, Suite 301, Baltimore, MD 21224, with a copy to Cooley LLP, 11951 Freedom Drive, Reston, VA 20190, Attn: Mark D. Spoto, fax: (703) 456-8100, email: mspoto@cooley.com, and if to an Investor, at the address as set forth on EXHIBIT A hereto or at such other address or electronic mail address as such party may designate by ten (10) days advance written notice to the other parties hereto.

5.8Attorneys’ Fees.  In the event that any suit or action is instituted under or in relation to this Agreement, including without limitation to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals.

5.9Titles and Subtitles.  The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

5.10Additional Investors.  Notwithstanding anything to the contrary contained herein, if the Company shall issue additional shares of its Preferred Stock pursuant to the Purchase Agreement, any purchaser of such shares of Preferred Stock shall become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement and shall be deemed an “Investor,” a “Holder” and a party hereunder.

5.11Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

5.12Aggregation of Stock.  All shares of Registrable Securities held or acquired by affiliated entities or persons or persons or entities under common management or control shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

5.13Pronouns.  All pronouns contained herein, and any variations thereof, shall be deemed to refer to the masculine, feminine or neutral, singular or plural, as to the identity of the parties hereto may require.

5.14Termination.  This Agreement shall terminate and be of no further force or effect upon the earlier of (i) an “Acquisition” as defined in the Company’s Amended and Restated Certificate of Incorporation as in effect on the date hereof or (ii) the date five (5) years following the consummation of the Initial Offering which results in the Preferred Stock being converted into Common Stock.

[THIS SPACE INTENTIONALLY LEFT BLANK]

26

IN WITNESS WHEREOF, the parties hereto have executed this THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:
MILLENNIAL MEDIA, INC.
By:	/s/ Paul J. Palmieri
	Paul J. Palmieri
	President and Chief Executive Officer

THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

SIGNATURE PAGE

IN WITNESS WHEREOF, the parties hereto have executed this THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

INVESTORS:
NEW ENTERPRISE ASSOCIATES 13, L.P.
By:	NEA Partners 13, L.P., its general partner
By:	NEA 13 GP, LTD, its general partner
By:	/s/ Charles W. Newhall, III	, Director
NEA VENTURES 2009, LIMITED PARTNERSHIP
By:	/s/ Pamela J. Clark	, Vice President

THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

SIGNATURE PAGE

CHARLES RIVER PARTNERSHIP XIII, LP
By:	Charles River XIII GP, LP
	Its General Partner
	By:		Charles River XIII GP, LLC
			Its: General Partner
		By:	/s/ George Zachary
			Authorized Manager
CHARLES RIVER FRIENDS XIII-A, LP
By:	Charles River XIII GP, LLC
	Its:	General Partner
By:	/s/ George Zachary
	Authorized Manager

THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

SIGNATURE PAGE

COLUMBIA CAPITAL EQUITY PARTNERS IV (QP), L.P.
By:	Columbia Capital Equity Partners IV,
	L.P., its General Partner
By:	Columbia Capital IV, LLC,
	its General Partner
By:	/s/ Donald A. Doering
	Donald A. Doering
	Executive Vice President
COLUMBIA CAPITAL EQUITY PARTNERS IV (QPCO), L.P.
By:	Columbia Capital Equity Partners IV,
	L.P., its General Partner
By:	Columbia Capital IV, LLC,
	its General Partner
By:	/s/ Donald A. Doering
	Donald A. Doering
	Executive Vice President
COLUMBIA CAPITAL EMPLOYEE INVESTORS IV, L.P.
By:	Columbia Capital IV, LLC,
	its General Partner
By:	/s/ Donald A. Doering
	Donald A. Doering
	Executive Vice President

THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

SIGNATURE PAGE

BESSEMER VENTURE PARTNERS VI, L.P.
BESSEMER VENTURE PARTNERS VI INSTITUTIONAL L.P.
BESSEMER VENTURE PARTNERS CO-INVESTMENT L.P.
By:	Deer VI & Co. LLC, General Partner
By:	/s/ Scott Ring
	Scott Ring, General Counsel

THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

SIGNATURE PAGE

ACTA WIRELESS CAPITAL, LLC
By:	/s/ Alan MacIntosh
	Name:	Alan MacIntosh
	Title:	Member
BANG INVESTMENTS, INC.
By:
	Name:
	Title:
MARK EWEN
ROBERT MARSHALL
GC&H INVESTMENTS, LLC
By:
	Name:
	Title:

THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

SIGNATURE PAGE

EXHIBIT A

SCHEDULE OF INVESTORS

New Enterprise Associates 13, L.P.

NEA Ventures 2009,

Limited Partnership

5425 Wisconsin Ave

Suite 800

Chevy Chase, MD 20815

Attn:  Patrick Kerins

and correspondence to:

New Enterprise Associates 13, L.P.

NEA Ventures 2009,

Limited Partnership

1954 Greenspring Drive

Timonium, MD 21093

Attn: Louis Citron, Esq.

Columbia Capital Equity Partners IV (QP), L.P.

Columbia Capital Equity Partners IV (QPCO), L.P.

Columbia Capital Employee Investors IV, L.P.

201 North Union Street, Suite 300

Alexandria, VA 22314

Attn: Donald A. Doering, Executive Vice President

Bessemer Venture Partners VI, L.P.

Bessemer Venture Partners VI Institutional L.P.

Bessemer Venture Partners Co-Investment L.P.

1865 Palmer Avenue

Suite 104

Larchmont, NY 10538

Attn: J. Edmund Colloton, Executive Manager

Charles River Partnership XIII, LP

Charles River Friends XIII-A, LP

1000 Winter Street

Suite 3300

Waltham, MA 02451

Attn: George Zachary

Acta Wireless Capital, LLC

3201 Brassfield Road

Suite 300

Greensboro, NC 27410

Attn:  Mark McDowell

BANG Investments, Inc.

17 Anwoth

Westmount, QC H3Y 2E6

Attn: Garner Bornstein

Mark Ewen

8035 Entrada Deluz West

San Diego, CA 92127

Robert Marshall

10130 Greensward Link

Ijamsville, Maryland 21754

GC&H Investments, LLC

101 California St.

5th Floor

San Francisco, CA 94111

Attn:  John Cardoza

EX-10.4

Exhibit 10.4

OFFICE LEASE

by and between

THE CAN COMPANY LLC

(Landlord)

and

MILLENNIAL MEDIA, INC.

(Tenant)

i

TABLE OF CONTENTS

1.	DEFINITIONS	1
2.	PREMISES; MEASUREMENT	7
3.	TERM	7
4.	RENT; SECURITY DEPOSIT	8
5.	TAXES	13
6.	USE OF PREMISES	14
7.	INSURANCE AND INDEMNIFICATION	18
8.	SERVICES AND UTILITIES	22
9.	REPAIRS AND MAINTENANCE	24
10.	IMPROVEMENTS	25
11.	LANDLORD’S RIGHT OF ENTRY	26
12.	DAMAGE OR DESTRUCTION	26
13.	CONDEMNATION	27
14.	ASSIGNMENT AND SUBLETTING	28
15.	RULES AND REGULATIONS	30
16.	SUBORDINATION AND ATTORNMENT	30
17.	DEFAULTS AND REMEDIES	32
18.	ESTOPPEL CERTIFICATE	35
19.	QUIET ENJOYMENT	35
20.	NOTICES	36
21.	GENERAL	36

	Exhibits
A	Plan showing Project and Building
B	Drawing showing approximate location of Premises
C	Current Rules and Regulations

ii

OFFICE LEASE

THIS LEASE is made on this 11th day of July, 2008 (the “Effective Date”), by and between THE CAN COMPANY LLC, a Maryland limited liability company (the “Landlord”), and MILLENNIAL MEDIA, INC., a Delaware corporation (the “Tenant”).

IN CONSIDERATION of the agreements and covenants hereinafter set forth, Landlord and Tenant mutually agree as follows:

1.DEFINITIONS.

1.1.As used herein, the following terms shall have the following meanings:

“Base Operating Costs” means Operating Costs incurred for the 2009 calendar year (the “Base Year”).  If less than 95% of the rentable square feet in the Project is occupied by tenants or Landlord is not supplying services to 95% of the rentable square feet of the Project at any time during any calendar year (including the Base Year), then Operating Costs for such calendar year shall be an amount equal to the Operating Costs which would normally be expected to be incurred using reasonable projections and reasonable extrapolations from existing cost data had 95% of the Project’s rentable square feet been occupied and had Landlord been supplying services to 95% of the Project’s rentable square feet throughout such calendar year.  Furthermore, if after the Base Year, the Landlord provides additional services or incurs cost items in a category not otherwise covered in Operating Costs as defined herein, the Base Operating Costs shall be increased in a manner as reasonably determined by Landlord to include such additional matter.

“Base Rent” has the meaning given it in subsection 4.1.

“Base Taxes” means Taxes incurred for the state fiscal tax year 2009-2010.

“Building” means one (1) building and related accessory uses in the development known as The Can Company, and located in Baltimore City, Maryland.  The Building is more particularly shown on Exhibit A, subject to adjustment from time to time.

“Building Service Equipment” means all apparatus, machinery, devices, fixtures, appurtenances, equipment and personal property now or hereafter located on the Premises and owned by the Landlord.

“Common Areas” means those areas and facilities of the Project which may be designated by the Landlord from time to time as common areas (portions of which may from time to time be relocated and/or reconfigured by the Landlord in its sole discretion so long as reasonable access to and from the Premises is maintained), which Common Areas include footways, sidewalks, Parking Areas, lobbies, elevators, stairwells, corridors, restrooms, and certain exterior areas on the Project, subject, however, to the Rules and Regulations.

1

“Default Rate” means an annual floating rate of interest equal to two (2) percentage points in excess of the prime rate of interest as announced from time to time by Bank of America, or its successor.

“Insurance Premiums” means the aggregate of any and all premiums paid by the Landlord for hazard, liability, loss-of-rent, workmens’ compensation, boiler and machinery or similar insurance upon any or all of the Project.

“Landlord” means the Person hereinabove named as such and its successors and assigns.

“Lease Year” means (a) the period commencing on the Rent Commencement Date and terminating at 11:59 p.m. on the first anniversary of the last day of the month in which the Rent Commencement Date occurs, and (b) each successive period of twelve (12) calendar months thereafter during the Term.

“Operating Costs” means any and all costs and expenses incurred by the Landlord for services performed by the Landlord or by others on behalf of the Landlord with respect to the operation and maintenance of the Premises, Building, the Project, and the Common Areas located therein and serving or allocable to the Premises (including the Parking Areas) in a manner deemed reasonable and appropriate by Landlord, including, without limitation, all costs and expenses of:

(a)operating, maintaining, repairing, lighting, signing, cleaning, removing trash from, painting, striping, controlling of traffic in, controlling of rodents in, policing and securing the Common Areas (including, without limitation, the costs of parking lot attendants, uniforms, equipment, assembly permits, supplies, materials, security alarm and life safety systems, and maintenance and service agreements);

(b)purchasing and maintaining in full force insurance for the Project as deemed necessary in Landlord’s discretion (including, without limitation, liability insurance for personal injury, death and property damage, rent insurance, insurance against fire, extended coverage, theft or other casualties, workers’ compensation insurance covering personnel, fidelity bonds for personnel, insurance against liability for defamation and claims of false arrest occurring on or about the Common Areas, and plate glass insurance);

(c)operating, maintaining, repairing and replacing machinery, furniture, accessories and equipment used in the operation and maintenance of the Project, and the personal property taxes and other charges incurred in connection with such machinery, furniture, accessories and equipment;

(d)maintaining and repairing roofs, awnings, paving, curbs, walkways, drainage pipes, ducts, conduits, grease traps and lighting fixtures throughout the Common Areas;

(e)interior and exterior planting, replanting and replacing flowers, shrubbery, trees, grass and planters;

2

(f)providing electricity, heating, ventilation and air conditioning to the Common Areas and HVAC service to the Building (it being understood that Tenant shall pay for its own electricity and that the costs of any electricity that is provided to other tenants shall not be included in Operating Costs), and operating, maintaining and repairing any equipment used in connection therewith, including, without limitation, costs incurred in connection with determining the feasibility of installing, maintaining, repairing or replacing any facilities, equipment, systems or devices which are intended to reduce utility expenses of the Project as a whole and repair and maintenance of HVAC facilities and related electrical and mechanical equipment serving all rentable square feet of office space in the Project;

(g)water and sanitary sewer services and other services, if any, furnished to the Premises, Common Areas and all rentable square feet of office space in the Project for the non-exclusive use of tenants;

(h)parcel pick-up, delivery and other similar services;

(i)enforcing any operating agreements pertaining to the Common Areas or any portions thereof, and any easement and/or rights agreements entered into by the Landlord for the benefit and use of the Landlord, the Project or tenants thereof, or any arbitration or judicial actions undertaken with respect to the same;

(j)cleaning, maintaining and repairing the Project, including, without limitation, exhaust systems, sprinkler systems, pumps, fans, switchgear, loading docks and ramps, freight elevators, escalators, passenger elevators, stairways, service corridors, delivery passages, utility plants, transformers, doors, walls, floors, skylights, ceilings and windows;

(k)commercially reasonable, out-of-pocket, third party accounting, audit and management fees and expenses, including a commercially reasonable property management fee not to exceed five percent (5%), payroll, payroll taxes, employee benefits and related expenses of all personnel engaged in the operation, maintenance, and management of the Project, including, without limitation, any maintenance personnel, secretaries and bookkeepers (including, specifically, uniforms and working clothes and the cleaning thereof, tools, equipment and supplies used by such personnel, and the expenses imposed on or allocated to the Landlord or its agents pursuant to any collective bargaining or other agreement), office expenses for on-site maintenance and/or management office;

(l)the cost and expense of complying with all federal, state and local laws, orders, regulations and ordinances applicable to the Project which are now in force, or which may hereafter be in force;

(m)the cost (including legal, architectural and engineering fees incurred in connection therewith) of any improvement made to the Project during any Operating Year either (x) in order to comply with a legal requirement or insurance requirement,

3

whether or not such legal requirement or insurance requirement is mandatory, (y) with the reasonable expectation by Landlord of reducing Operating Costs (as, for example, a labor-saving improvement) or enhancing services, or (z) in lieu of a repair; provided, however, (i) to the extent the cost of such improvement is required to be capitalized under generally accepted accounting principles, such cost shall be amortized over the useful economic life of such improvement as reasonably estimated by Landlord, and the annual amortization shall be deemed an Operating Cost in each of the Operating Years during which the cost of the improvement is amortized; and (ii) in no event shall the amount included in Operating Costs in connection with a capital improvement of the nature described in clause (y) above exceed the annual amount by which Operating Costs were reduced as a result of such capital;

(n)providing janitorial and trash removal services to the Project and Premises; and

(o)all other costs of maintaining, repairing or replacing any or all of the Building (including expenses of landscaping, snow, ice, water and debris removal, outdoor lighting, road maintenance and exterior signage relating to the Project);

Notwithstanding the foregoing, the following items shall be excluded from Operating Expenses:

(a)franchise or income taxes imposed upon Landlord;

(b)debt service on Mortgages and any costs and expenses relating to a refinancing or debt modification, including legal fees, title insurance premiums, survey expenses, appraisal, environmental report, or engineering report;

(c)leasing commissions, brokerage fees or legal fees incurred in connection with the negotiation and preparation of letters, deal memos, letters of intent, leases and related documents with respect to the leasing, assignment or subletting of space for any occupant of the Building;

(d)the cost of tenant installations incurred in connection with preparing space for a new tenant or refurbishing or renovating space for an existing tenant;

(e)salaries and other compensations of personnel not involved in the day to day management and operations of the building.

(f)any expense for which Landlord is otherwise compensated through the proceeds of insurance or is otherwise compensated by any tenant (including Tenant) of the Building for services in excess of the services Landlord is obligated to furnish to Tenant hereunder;

(g)Landlord’s gifts to tenants and advertising and promotional costs for the Building;

(h)costs of compliance with the Americans with Disabilities Act;

4

(i)capital costs, depreciation or amortization (except as provided in the list of inclusions for Operating Costs under item (m) above);

(j)costs incurred by Landlord due to a violation of any lease in the Building or penalties or charges arising due to violation of any Legal Requirement or Insurance Requirement required to be complied with by Landlord;

(k)costs incurred from Landlord’s charitable or political contributions;

(l)attorneys fees and disbursements and other expenses, including settlements, incurred in connection with disputes with the Mortgagee or other tenants or occupants of the Building or associated with the enforcement of any leases or the defense of Landlord’s title or interest in the Project or any part thereof;

(m)bad debt losses or reserves;

(n)accounting fees incurred in preparing Landlord’s financial reports for Landlord, its partners, affiliates or any Mortgagee or in preparing Landlord’s tax returns or other accounting fees not directly related to the operation of the Building or the preparation of Operating Statements;

(o)all costs of correcting latent defects in construction of the Building, provided that Tenant shall have the burden of proof in establishing that such costs are attributable to latent defects in construction as opposed to ordinary wear and tear or other causes;

(p)travel and meal expenses of Landlord’s management and leasing employees;

(q)cost of increases in insurance premiums due solely to the activities of another tenant;

(r)cost of removal of Hazardous Wastes from the Project which were performed or should have been performed pursuant to environmental studies and recommendations received by Landlord in connection with the initial construction, renovation, and/or rehabilitation of the Building or due to any other pre-existing environmental condition; and

(s)all costs applicable solely to any additional buildings constructed on the Project.

“Operating Year” means each respective calendar year or part thereof during the Term, or, at the Landlord’s option, any other 12-month period or part thereof designated by the Landlord during the Term.

“Parking Areas” means those portions of the Common Areas or other areas under Landlord’s control which from time to time are designated by the Landlord for the parking of automobiles and other automotive vehicles while engaged in business upon the Premises (other than while being used to make deliveries to and from the Premises).

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“Person” means a natural person, a trustee, a corporation, a limited liability company, a partnership and/or any other form of legal entity.

“Premises” means that certain space having a rentable area of 16,057 square feet and located on the 3rd floor of The Signature Building, as more particularly depicted on Exhibit B; provided, that if at any time hereafter any portion of the Premises becomes no longer subject to this Lease, “Premises” shall thereafter mean so much thereof as remains subject to this Lease.

“Project” means that certain project located in Baltimore City known as The Can Company containing approximately 4.3 acres, more or less, together with the Building thereon.  The Project is more particularly shown on Exhibit A.

“Rent” means all Base Rent and all Additional Rent.

“Rules and Regulations” means the reasonable rules and regulations having uniform applicability to all tenants of the Project (subject to their respective leases) and governing their use and enjoyment of the Project; provided that such rules and regulations shall not materially interfere with the Tenant’s use and enjoyment of the Premises in accordance with this Lease for the purposes listed in subsection 6.1.

“Tax Year” means the 12-month period beginning July 1 of each year or such other 12-month period (deemed for the purposes of this Lease to have 365 days) established as a real estate tax year by the taxing authority having lawful jurisdiction over the Project.

“Taxes” means the aggregate of any and all real property and other taxes, metropolitan district charges, front-foot benefit assessments, special assessments and other taxes or public or private assessments or charges levied against any or all of the tax parcel containing the Premises, including but not limited to any such charges imposed under any private covenants encumbering the title to any or all of the Project, and regardless of whether any of the same are ordinary or extraordinary, foreseen or unforeseen, recurring or nonrecurring, or special or general and including the costs of any appeals of Taxes or re-assessments.

“Tenant” means the Person hereinabove named as such and its successors and permitted assigns hereunder.

“Tenant’s Proportionate Share” means a fraction, the numerator of which is the number of rentable square feet in the Premises and the denominator of which is the number of square feet in the Building, subject to adjustment from time to time as such areas may change.  As of the Rent Commencement Date, Tenant’s Proportionate Share is equal to 8%.

“Tenant’s Share of Increased Operating Costs” shall be the amount of (i) the Operating Costs for the Operating Year in question less the Base Operating Costs multiplied by (ii) the Tenant’s Proportionate Share.

“Tenant’s Share of Increased Taxes” shall be the amount of (i) the Taxes for the Tax Year in question less the Base Taxes multiplied by (ii) the Tenant’s Proportionate Share.

“Term” means the Original Term plus any exercised renewals thereof.

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2.PREMISES; MEASUREMENT.

2.1.Premises.  The Landlord hereby leases to the Tenant, and the Tenant hereby leases from the Landlord, the Premises, together with the right to use, in common with others, the Common Areas.

2.2.Rentable Area.   The rentable area of the Premises shall be 16,057 square feet.

3.TERM.

3.1.Original Term; Rent Commencement Date.  This Lease shall be for a term (the “Original Term”) commencing on the Effective Date and ending at 11:59 p.m. on the last day of the sixtieth (60th) month after the Rent Commencement Date shall occur (which date is hereinafter referred to as the “Termination Date”). Monthly payments of Base Rent, Additional Rent and all other charges under this Lease shall commence on the “Rent Commencement Date” which shall be the earlier to occur of (a) January 1, 2009, or (b) the date which is sixty (60) days following notice of Tenant’s request for an earlier Rent Commencement date.  Landlord shall permit the Tenant, at least thirty (30) days prior to the Rent Commencement Date, to enter the Premises and install furniture and telephone and data cabling.  Tenant shall have the right to use existing telecom conduits or construct new conduits, install cables, equipment and other related telecommunications facilities for Tenant’s network into the Building.

3.2.Confirmation of Commencement and Termination.  The Landlord and the Tenant at the Landlord’s request after (a) the Rent Commencement Date or (b) the expiration of the Term or any earlier termination of this Lease by action of law or in any other manner, shall confirm in writing by instrument in recordable form that, respectively, such rent commencement or such termination has occurred, setting forth therein, respectively, the Rent Commencement Date and the Termination Date.

3.3.Renewal.  Tenant shall have the option to renew the Term of this Lease for one period) of five (5) years (the “Renewal Term”).  Tenant shall exercise the option by providing written notice to Landlord of its election to exercise such option no later than two hundred and seventy (270) days prior to the expiration of the Term, provided, however, that Tenant’s option to renew shall be subject to the condition that no default shall have occurred and be continuing after applicable notice and cure periods have expired as of the date of Tenant’s exercise of such option or as of the date of commencement of the Renewal Term; and provided further, that if Tenant’s estate hereunder shall terminate prior to the commencement of the Renewal Term, Tenant’s option to renew shall expire upon such termination.  Tenant shall have no other right to renew this Lease after the Renewal Term.

Except as otherwise expressly provided in this Lease, all terms, covenants, and conditions of this Lease shall remain in full force and effect during the Renewal Term, except that the Rent applicable to the Renewal Term shall be as set forth in Section 4.1(b).  In no event shall the Rent for the Renewal Term be less than the Rent in effect at the expiration of the immediately preceding Term of the Lease.  If the Tenant fails to give notice exercising the foregoing option by the date required herein, or if at the time Tenant exercises such option or at commencement of

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the Renewal Term the Tenant continues to be in default of any term of this Lease following the expiration of all applicable notice and cure periods for such default, or if this Lease is assigned by Tenant or if more than 50% of the Premises is sublet to an entity other than an Affiliate (hereinafter defined) or Tenant or an Affiliate is not then occupying at least 50% of the Premises, then Tenant’s rights and options to renew shall be automatically terminated and of no further force or effect.

3.4.Surrender.  The Tenant, at its expense at the expiration of the Term or any earlier termination of this Lease, shall (a) promptly surrender to the Landlord possession of the Premises (including any fixtures or other improvements which, under Section 10, are owned by the Landlord) in good order and repair (ordinary wear and tear excepted) and broom clean, (b) remove therefrom all signs, goods, effects, machinery, fixtures and equipment used in conducting the Tenant’s trade or business which are neither part of the Building Service Equipment nor owned by the Landlord, and (c) repair any damage caused by such removal.

3.5.Holding Over.  If the Tenant continues to occupy the Premises after the expiration of the Term or any earlier termination of this Lease after obtaining the Landlord’s express, written consent thereto, then:

(a)such occupancy (unless the parties hereto otherwise agree in writing) shall be deemed to be under a month-to-month tenancy, which shall continue until either party hereto notifies the other in writing, at least one month before the end of any calendar month, that the notifying party elects to terminate such tenancy at the end of such calendar month, in which event such tenancy shall so terminate;

(b)anything in this section to the contrary notwithstanding, the Rent payable for each such monthly period shall equal the sum of (a) one-twelfth (1/12) of that amount which is equal to 125% of the Base Rent for the Lease Year during which such expiration of the Term or termination of this Lease occurs, plus (b) the Additional Rent payable under subsection 4.2; and

(c)except as provided herein, such month-to-month tenancy shall be on the same terms and subject to the same conditions as those set forth in this Lease; provided, however, that if the Landlord gives the Tenant, at least one month before the end of any calendar month during such month-to-month tenancy, written notice that such terms and conditions (including any thereof relating to the amount and payment of Rent) shall, after such month, be modified in any manner specified in such notice, then such tenancy shall, after such month, be upon the said terms and subject to the said conditions, as so modified.

4.RENT; SECURITY DEPOSIT.

As Rent for the Premises, the Tenant shall pay to the Landlord all of the following:

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4.1.Base Rent.

(a)  An annual rent (the “Base Rent”) for the Original Term as follows:

Lease Year	Per Square Foot		Monthly		Annual
1	$	20.00	$	16,761.67	$	201,140.00
2, months 1-6	$	20.60	$	22,414.52	$	134,487.10	*
2, months 7-12	$	20.60	$	27,564.52	$	165,387.10	*
3	$	21.22	$	28,394.13	$	340,729.54
4	$	21.86	$	29,250.50	$	351,006.02
5	$	22.52	$	30,133.64	$	361,603.64

*Rent figure is for a six-month period

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(b)Tenant shall pay to Landlord, as Base Rent during the Renewal Term, the Fair Market Rental Value of the Premises.  “Fair Market Rental Value” means the annual base rent for each year of the relevant period for which, on the terms and conditions of this Lease, a willing landlord would rent the Premises to a willing tenant with neither party being compelled to rent, and after appropriate exposure of the Premises to the market for a reasonable period of time and taking into account any then-applicable market rent abatement, brokerage commissions, and construction allowances being offered to tenants renewing leases.  Notwithstanding the forgoing, in no event will the Fair Market Rental Value be less than the Base Rent payable for the year immediately preceding the commencement of the Renewal Term.  Fair Market Rental Value will not include the cost of improvements or alterations to the Premises which were paid for by Tenant and not reimbursed by Landlord.

(c)At least three hundred and sixty five (365) days prior to the expiration of the Original Term, Landlord and Tenant shall endeavor to mutually agree upon the Fair Market Rental Value. Within two (2) months after Landlord’s receipt of Tenant’s notice of its intent to renew the Lease, Landlord and Tenant shall deliver to each other Landlord’s or Tenant’s, as the case may be, determination of the Fair Market Rental Value.  The parties shall have thirty (30) days (the “Negotiation Period”) after Tenant’s receipt of Landlord’s determination in which to agree on such Fair Market Rental Value.  If the two determinations differ by less than three percent (3%), the Fair Market Rental Value will be the average of the two determinations.  If the parties do not agree on the Fair Market Rental Value prior to the end of the Negotiation Period as evidenced by an amendment to this Lease executed by Landlord and Tenant, and the Landlord’s and Tenant’s determinations of Fair Market Rental Value differ by three percent (3%) or more, then, effective and the Fair Market Rental Value will be determined pursuant to Section 4.1(d).

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(d)If Landlord’s and Tenant’s determinations of Fair Market Rental Value differ by three percent (3%) or more, then, within five (5) days after the conclusion of the Revocation Period, Landlord and Tenant shall each appoint one disinterested appraiser having the qualifications set forth herein.  Each such appraiser must be a Member of the Appraisal Institute (MAI) and have at least ten (10) years of experience appraising multi-tenanted office buildings in the greater Baltimore area as a MAI appraiser.  If either Landlord or Tenant fails to appoint an appraiser within such five (5) day period, the appraiser appointed by Landlord or Tenant, as the case may be, shall appoint an appraiser having the qualifications set forth herein.  As promptly as possible, but in no event later than ten (10) days after the appointment of both appraisers, the appraisers shall notify Landlord and Tenant in writing of their determination of the Fair Market Rental Value.  The Fair Market Rental Value so selected by the two appraisers will constitute the Fair Market Rental Value for the relevant period, and will be binding upon Landlord and Tenant.  If the two appraisers are unable to agree as to the Fair Market Rental Value, but their determinations differ by less than three percent (3%), the Fair Market Rental Value will be the average of the determinations of the two appraisers.  If the two appraisers’ determinations differ by three percent (3%) or more, then the two appraisers shall, within five (5) days, render separate written reports of their determinations and together appoint a third appraiser having the qualifications set forth herein.  The third appraiser shall, within ten (10) days of appointment, determine which of the two initial appraisers determination of Fair Market Rental Value is the closest to the actual Fair Market Rental Value, taking into account the requirements of this Section 4, and shall notify Landlord and Tenant thereof.  The Fair Market Rental Value selected by the third appraiser will constitute the Fair Market Rental Value for the relevant period, and will be binding upon Landlord and Tenant.  Upon the determination of the Fair Market Rental Value, Landlord and Tenant shall promptly execute an instrument setting forth the amount of such Fair Market Rental Value.

(e)[intentionally omitted.]

(f)Landlord has included as part of the Base Rent set forth above one (1) parking space per 1,000 square feet leased by Tenant.

(g)It is the purpose and intent of Landlord and Tenant that this Lease be a full service lease with Landlord providing all service, maintenance and repair to the Building, (except telephone service; interior janitorial; utilities; and light bulb/tube replacement, which costs shall be the responsibility of the Tenant); and all maintenance and repair to the Building’s and Premises’ structural components, fixtures, mechanical systems, lighting fixtures and ballasts, and roads and grounds.  Tenant shall provide telephone service at its sole cost.

4.2.Additional Rent.  Additional rent (“Additional Rent”) shall include any and all charges or other amounts which the Tenant is obligated to pay to the Landlord under this Lease, other than the Base Rent.

4.3.Operating Costs.

4.3.1.Computation.  Within one hundred twenty (120) days after the end of each calendar year during the Term, the Landlord shall provide Tenant with a statement of Landlord’s estimates of Tenant’s Share of Increased Operating Costs, which statement shall show the

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computation the total of the Operating Costs incurred for the Building during such calendar year and Tenant’s Share of Increased Operating Costs for such calendar year.  Landlord shall allocate the Operating Costs to each separate rentable space within the Building in proportion to the respective operating costs percentages assigned to such spaces; provided that anything in this subsection 4.3 to the contrary notwithstanding, wherever the Tenant and/or any other tenant of space within the Building has agreed in its lease or otherwise to provide any item of such services partially or entirely at its own expense, or wherever in the Landlord’s reasonable judgment any such significant item of expense is not incurred with respect to or for the benefit of all of the net rentable space within the Building (including but not limited to any such expense which, by its nature, is incurred only with respect to those spaces which are occupied), in allocating the Operating Costs pursuant to this subsection, the Landlord shall make an appropriate adjustment, using generally accepted accounting principles, as aforesaid, so as to avoid allocating to the Tenant or to such other tenant (as the case may be) those Operating Costs covering such services already being provided by the Tenant or by such other tenant at its own expense, or to avoid allocating to all of the net rentable space within the Project those Operating Costs incurred only with respect to a portion thereof, as aforesaid.

4.3.2.Payment as Additional Rent.  For each Operating Year, the Tenant shall pay as Additional Rent to the Landlord, in the manner provided herein, Tenant’s Share of Increased Operating Costs.  Prior to, or as soon as reasonably practicable after the beginning of, each Operating Year, the Landlord shall send to the Tenant an annual statement setting forth the actual or estimated Operating Costs for the next calendar year, subject to Section 4.3.4, below.

4.3.3.Proration.  If only part of any calendar year falls within the Term, the amount computed as Tenant’s Share of Increased Operating Costs for such calendar year under this subsection shall be prorated in proportion to the portion of such calendar year falling within the Term (but the expiration of the Term before the end of a calendar year shall not impair the Tenant’s obligation hereunder to pay such prorated portion of Tenant’s Share of Increased Operating Costs for that portion of such calendar year falling within the Term, which amount shall be paid on demand).

4.3.4.Landlord’s Right to Estimate.  Anything in this subsection to the contrary notwithstanding, the Landlord, at its reasonable discretion, may (a) make from time to time during the Term a reasonable estimate of the Tenant’s Share of Increased Operating Costs which may become due under this subsection for any calendar year, (b) require the Tenant to pay to the Landlord for each calendar month during such year one twelfth (1/12) of such Tenant’s share of increased Operating Costs, at the time and in the manner that the Tenant is required hereunder to pay the monthly installment of the Base Rent for such month, and (c) increase or decrease from time to time during such calendar year the amount initially so estimated for such calendar year, all by giving the Tenant written notice thereof, accompanied by a schedule setting forth in reasonable detail the expenses comprising the Operating Costs, as so estimated.  Landlord shall cause the actual amount of such Tenant’s Share of Increased Operating Costs to be computed and certified to the Tenant in a reasonably detailed written statement (the “Tenant’s Share of Increased Operating Costs Statement”) within one hundred twenty (120) days after the end of such calendar year. Any overpayment or deficiency in the Tenant’s payment of Tenant’s Share of Increased Operating Costs shall be adjusted between the Landlord and the Tenant; the Tenant shall pay the Landlord or the Landlord shall credit to the Tenant’s account (or, if such adjustment

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is at the end of the Term, the Landlord shall pay to the Tenant), as the case may be, within fifteen (15) days after such notice to the Tenant, such amount necessary to effect such adjustment. The Landlord’s failure to provide such notice within the time prescribed above shall not relieve the Tenant of any of its obligations hereunder. The Tenant shall have the right to review the books and records of the Landlord with respect to the calculation of Operating Costs for the prior Lease Year at the Landlord’s office during normal business hours, at the Tenant’s sole expense, provided (i) the Tenant provides at least fifteen (15) days’ advance written notice to the Landlord of its desire to inspect such books and records, and (ii) such request is made within ninety (90) days after the Operating Costs Statement is delivered by the Landlord to the Tenant.  If the results of Tenant’s audit show that Tenant overpaid Tenant’s Share of Increased Operating Costs by 10% or more, then Landlord shall reimburse Tenant for the costs of the audit (provided that such costs must be reasonable and not-to-exceed $1,000.00), and Landlord shall credit to the Tenant’s account (or, if such adjustment is at the end of the Term, the Landlord shall pay to the Tenant), as the case may be, within fifteen (15) days after such notice to the Tenant, such amount necessary to effect such adjustment.

4.4.When Due and Payable.

4.4.1.Base Rent.  The Base Rent for any Lease Year shall be due and payable in twelve (12) consecutive, equal monthly installments, in advance, on the first (1st) day of each calendar month during such Lease Year.  In addition, if the Rent Commencement Date falls on a day other than the first day of a calendar month, then the Base Rent for the first month of the Term shall be prorated based on the number of days remaining in that month and such amount shall be due and payable on the Rent Commencement Date.

4.4.2.Additional Rent.  Any Additional Rent accruing to the Landlord under this Lease, except as is otherwise set forth herein, shall be due and payable when the installment of Base Rent next falling due after such Additional Rent accrues and becomes due and payable, unless the Landlord makes written demand upon the Tenant for payment thereof at any earlier time, in which event such Additional Rent shall be due and payable at such time (provided that Tenant shall receive at least 5 business days prior written notice of such earlier time).

4.4.3.No Set-Off; Late Payment.  Each such payment shall be made promptly when due and, except as otherwise expressly set forth herein, all payments shall be made without any deduction or setoff, and without demand, failing which the Tenant shall pay to the Landlord as Additional Rent, after the fifth (5th) day after such payment remains due but unpaid, a late charge equal to five percent (5%) of such payment which remains due but unpaid.  In addition, any payment that is not paid by the tenth (10th) day after such payment is due shall bear interest at the Default Rate.  Any payment made by the Tenant to the Landlord on account of Rent may be credited by the Landlord to the payment of any Rent then past due before being credited to Rent currently falling due.  Any such payment which is less than the amount of Rent then due shall constitute a payment made on account thereof, the parties hereto hereby agreeing that the Landlord’s acceptance of such payment (whether or not with or accompanied by an endorsement or statement that such lesser amount or the Landlord’s acceptance thereof constitutes payment in full of the amount of Rent then due) shall not alter or impair the Landlord’s rights hereunder to be paid all of such amount then due, or in any other respect.

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4.5.Where Payable.  The Tenant shall pay the Rent, in lawful currency of the United States of America, to the Landlord by delivering or mailing it to the Landlord’s address which is set forth in section 20, or to such other address or in such other manner as the Landlord from time to time specifies by written notice to the Tenant.

4.6.Tax on Lease.  If federal, state or local law now or hereafter imposes any tax, assessment, levy or other charge directly or indirectly upon (a) the Landlord with respect to this Lease or the value thereof, (b) the Tenant’s use or occupancy of the Premises, (c) the Base Rent, Additional Rent or any other sum payable under this Lease, or (d) this transaction, then the Tenant shall pay the amount thereof as Additional Rent to the Landlord upon demand, unless the Tenant is prohibited by law from doing so, in which event the Landlord at its election may terminate this Lease by giving written notice thereof to the Tenant.

4.7.1Letter of Credit.  Not later than ten (10) days following the Effective Date, Tenant shall deliver to Landlord an unconditional irrevocable letter of credit issued by a commercial bank reasonably acceptable to Landlord payable to Landlord or Landlord’s assigns as “beneficiary” in the amount of $90,000.00, (the “Letter of Credit”) as security for the performance of the Tenant’s covenants and obligations under this Lease for the Term.  The Letter of Credit shall expire at the end of the Original Term.

Provided Tenant is not in default hereunder beyond any applicable notice and cure period, the Letter of Credit shall be reduced as set forth below:

(i)Upon the fist (1st) anniversary of the Rent Commencement Date, the Letter of Credit shall be reduced to $72,000.00;

(ii)Upon the second (2nd) anniversary of the Rent Commencement Date, the Letter of Credit shall be reduced to $54,000.00;

(iii)Upon the third (3rd) anniversary of the Rent Commencement Date, the Letter of Credit shall be reduced to $36,000.00; and

(iv)Upon the fourth (4th) anniversary of the Rent Commencement Date, the Letter of Credit shall be reduced to $26,761,67.

4.7.2If Tenant fails to pay Base Rent or other charges due hereunder in accordance with the terms of this Lease, or otherwise defaults with respect to any provision of this Lease which default continues beyond any applicable notice and cure period, Landlord shall have the right to: 1) draw against the Letter of Credit and hold the funds for the payment of any Base Rent or other charge due hereunder; 2) to pay any other sum to which Landlord may become obligated by reason of Tenant’s default, or to compensate Landlord for any loss or damage which Landlord may suffer thereby; and 3) to require the Letter of Credit to remain at its then-current amount through the end of the Term, without the reduction described in Section 4.7.1 above.  If Landlord so uses or applies all or any portion of said Letter of Credit, Tenant shall within fifteen (15) days after written demand therefor restore the amount of the Letter of Credit drawn so that the Letter of Credit is restored to the amount existing prior to any drawing.

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4.7.3On termination of this Lease, the Landlord shall return the Letter of Credit to Tenant.  The Letter of Credit shall be freely assignable at no cost to the Landlord or to any Mortgagee or purchaser of the Project.

4.8.Advance Rent.  Tenant has as of this date deposited with Landlord the sum of $16,761.67 representing advance payment of the first month’s Base Rent, to be applied by Landlord to such rental obligations.

5.TAXES.

5.1.Payment.  For each Tax Year, the Tenant shall pay to the Landlord, in the manner provided herein, Tenant’s Share of Increased Taxes.

5.2.Proration.  If only part of any Tax Year falls within the Term, the amount computed as Tenant’s Share of Increased Taxes for such Tax Year under this subsection shall be prorated in proportion to the portion of such Tax Year falling within the Term (but the expiration of the Term before the end of a Tax Year shall not impair the Tenant’s obligations hereunder to pay such prorated portion of Tenant’s Share of Increased Taxes for that portion of such Tax Year falling within the Term, which amount shall be paid on demand).

5.3.Method of Payment.  Tenant’s Share of Increased Taxes shall be paid by the Tenant, at the Landlord’s election (i) in advance, in equal monthly installments in such amounts as are estimated and billed for each Tax Year by the Landlord at the commencement of the Term and at the beginning of each successive Tax Year during the Term, each such installment being due on the first day of each calendar month or (ii) in a lump sum, following the Landlord’s receipt of the tax bill for the Tax Year in question, calculation of Tenant’s Share of Increased Taxes with respect thereto and provision to Tenant of a reasonably detailed written statement that details Tenant’s Share of Increased Taxes.  If the Landlord has elected that the Tenant pay Tenant’s Share of Increased Taxes in installments, in advance, then, at any time during a Tax Year, the Landlord may re-estimate Tenant’s Share of Increased Taxes and thereafter adjust the Tenant’s monthly installments payable during the Tax Year to reflect more accurately Tenant’s Share of Increased Taxes.  Within one hundred twenty (120) days after the Landlord’s receipt of tax bills for each Tax Year, the Landlord will notify the Tenant of the amount of Taxes for the Tax Year in question and the amount of Tenant’s Share of Increased Taxes thereof.  Any overpayment or deficiency in the Tenant’s payment of Tenant’s Share of Increased Taxes for each Tax Year shall be adjusted between the Landlord and the Tenant; the Tenant shall pay the Landlord or the Landlord shall credit to the Tenant’s account (or, if such adjustment is at the end of the Term, the Landlord shall pay the Tenant), as the case may be, within fifteen (15) days after such notice to the Tenant, such amount necessary to effect such adjustment.  The Landlord’s failure to provide such notice within the time prescribed above shall not relieve the Tenant of any of its obligations hereunder.

5.4.Taxes on Rent.  In addition to Tenant’s Share of Increased Taxes, the Tenant shall pay to the appropriate agency any sales, excise and other tax (not including, however, the Landlord’s income taxes) levied, imposed or assessed by the State of Maryland or any political subdivision thereof or other taxing authority upon any Rent payable hereunder.  The Tenant shall

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also pay, prior to the time the same shall become delinquent or payable with penalty, all taxes imposed on Tenant’s inventory, furniture, trade fixtures, apparatus, equipment, leasehold improvements installed by the Tenant or by the Landlord on behalf of the Tenant and any other property of the Tenant.

5.5.[Intentionally Omitted].

6.USE OF PREMISES.

6.1.Nature of Use.  The Tenant shall use the Premises only for general office purposes consistent with general office use.

6.2.Compliance with Law and Covenants.  The Tenant, throughout the Term and at its sole expense, in its use and possession of the Premises, shall:

(a)comply promptly and fully with (i) all laws, ordinances, notices, orders, rules, regulations and requirements of all federal, state and municipal governments and all departments, commissions, boards and officers thereof, including but not limited to The Americans with Disabilities Act, 42 U.S.C. §12101 et. seq., and the ADA Disability Guidelines promulgated with respect thereto (provided that such guidelines are applicable to and binding upon the Tenant or the Premises), and (ii) all requirements (Y) of the National Board of Fire Underwriters (or any other body now or hereafter constituted exercising similar functions) which are applicable to any or all of the Premises, or (Z) imposed by any policy of insurance covering any or all of the Premises and required by Section 7 to be maintained by the Tenant, and (iii) all covenants and restrictions which may encumber the title to any or all of the Premises, all if and to the extent that any of such requirements relate to any or all of the Premises or to any equipment, pipes, utilities or other parts of the Project which exclusively serve the Premises, whether any of the foregoing are foreseen or unforeseen, or are ordinary or extraordinary;

(b)(without limiting the generality of the foregoing provisions of this subsection) keep in force throughout the Term all licenses, consents and permits necessary for the lawful use of the Premises for the purposes herein provided; provided, however, that Landlord shall be responsible for obtaining a certificate of occupancy for the Premises; and

(c)pay when due all personal property taxes, income taxes, license fees and other taxes assessed, levied or imposed upon the Tenant or any other person in connection with the operation of its business upon the Premises or its use thereof in any other manner; and (d) not obstruct, annoy or interfere with the rights of other Tenants.

6.3.Mechanics’ Liens.

6.3.1.Without limiting the generality of the foregoing provisions of this section, the Tenant shall not create or permit to be created, and if created shall discharge or have released, any mechanics’ or materialmens’ lien arising while this Lease is in effect and affecting any or all of the Premises, the Building and/or the Project, and the Tenant shall not permit any other matter or thing whereby the Landlord’s estate, right and interest in any or all of the Premises, the Building and/or the Project might be impaired.  The Tenant shall defend, indemnify and hold

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harmless the Landlord against and from any and all liability, claim of liability or expense (including but not limited to that of reasonable attorneys’ fees) incurred by the Landlord on account of any such lien or claim created or permitted to be created by Tenant, its agents, contractors, servants, employees, licenses, concessionaires, suppliers, materialmen or invitees.

6.3.2.If the Tenant fails to discharge (whether by payment or posting a bond in lieu thereof having the effect of removing such lien) any such lien within fifteen (15) days after it first becomes effective against any of the Premises, the Building and/or the Project, then, in addition to any other right or remedy held by the Landlord on account thereof, the Landlord may (a) discharge it by paying the amount claimed to be due or by deposit or bonding proceedings, and/or (b) in any such event compel the prosecution of any action for the foreclosure of any such lien by the lienor and pay the amount of any judgment in favor of the lienor with interest, costs and allowances.  The Tenant shall reimburse the Landlord for any amount paid by the Landlord to discharge any such lien and all expenses incurred by the Landlord in connection therewith, together with interest thereon at the Default Rate from the respective dates of the Landlord’s making such payments or incurring such expenses (all of which shall constitute Additional Rent).

6.3.3.Nothing in this Lease shall be deemed in any way (a) to constitute the Landlord’s consent or request, express or implied, that any contractor, subcontractor, laborer or materialman provide any labor or materials for any alteration, addition, improvement or repair to any or all of the Premises, the Building and/or the Project, or (b) to give the Tenant any right, power or authority to contract for or permit to be furnished any service or materials, if doing so would give rise to the filing of any mechanics’ or materialmens’ lien against any or all of the Premises, the Building and/or the Project, or the Landlord’s estate or interest therein, or (c) to evidence the Landlord’s consent that the Premises, the Building and/or the Project be subjected to any such lien.

6.4.Signs.  The Tenant shall have no right to erect signs upon the Premises or the remainder of the Building or the Project.  The Landlord shall provide, at the Landlord’s sole expense, customary identification of the Tenant’s business on the lobby directory of the Building and on the entrance door to the Premises.

6.5.License.

6.5.1.Grant of License.  The Landlord hereby grants to the Tenant a non-exclusive license to use (and to permit its officers, directors, agents, employees and invitees to use), in the course of conducting business at the Premises, the Common Areas.

6.5.2.Non-Exclusive License.  Such license shall be exercised in common with the exercise thereof by the Landlord, the other tenants or occupants of the Project, and their respective officers, directors, agents, employees and invitees.

6.5.3.Parking Areas; Changes.

(a)Tenant’s employees, agents, officers, directors and invitees shall have non-exclusive access to park in the Parking Areas.  The “Parking Areas” shall mean those portions of the Common Areas which from time to time are designated by the Landlord for the parking of

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automobiles and other automotive vehicles while engaged in business upon the Premises (other than while being used to make deliveries to and from the Premises).

(b)The Landlord reserves the right to change the entrances, exits, traffic lanes, boundaries and locations of the Parking Areas.  The Landlord reserves the right to designate for the specific account of the Tenant, and/or of other tenants of the Project, specific parking areas or spaces constructed around, within or under the Project.  All Parking Areas and facilities which may be furnished by the Landlord in or near the Project, including any employee parking areas, truckways, loading docks, pedestrian sidewalks and ramps, landscaped areas and other areas and improvements which may be provided by the Landlord for the Tenant’s exclusive use or for general use, in common with other tenants, their officers, agents, employees and visitors, shall at all times be subject to the Landlord’s exclusive control and management, and the Landlord shall have the right from time to time to establish, modify and enforce reasonable rules and regulations with respect thereto.  The Landlord shall have the right to (a) police the Common Areas, (b) establish and from time to time to change the level of parking surfaces, (c) close all or any portion of the Common Areas to such extent as, in the opinion of the Landlord’s counsel, may be legally sufficient to prevent a dedication thereof or the accrual of any rights to any person or to the public therein, (d) close temporarily all or any portion of the Parking Areas, (e) discourage non-tenant parking, and (f) do and perform such other acts in and to the Common Areas as, in the use of good business judgment, the Landlord determines to be advisable with a view to the improvement of the convenience and use thereof by tenants, their officers, agents, employees and visitors.  The Tenant shall cause its officers, agents and employees to park their automobiles only in such areas as the Landlord from time to time may designate by written notice to the Tenant as employee parking areas, and the Tenant shall not use or permit the use of any of the Common Areas in any manner which will obstruct the driveways or throughways serving the Parking Areas or any other portion of the Common Areas allocated for the use of others.

(c)The Tenant has the nonexclusive right to use sixteen (16) on-site parking spaces during the Term of this Lease as provided in this Section 6.5.  At Landlord’s request, Tenant shall provide license plate numbers for its employees and otherwise cooperate with Landlord’s management of the Parking Areas, which may include attended parking service.  The costs of such parking service shall be part of Operating Costs.

6.5.4.Alterations.  The Landlord reserves the right at any time and from time to time (i) to change or alter the location, layout, nature or arrangement of the Common Areas or any portion thereof, including but not limited to the arrangement and/or location of entrances, passageways, doors, corridors, stairs, lavatories, elevators, parking areas, and other public areas of the Building, and (ii) to construct additional improvements on the Project and make alterations thereof or additions thereto and build additional stories on or in any such buildings adjoining the same; provided, however, that no such change or alteration shall deprive the Tenant of reasonable access to the Premises.

6.5.5.Use of Common Areas.

(a)The Landlord shall at all times have full and exclusive control, management and direction of the Common Areas.  Without limiting the generality of the foregoing, the Landlord

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shall have the right to maintain and operate lighting facilities on all of the Common Areas and to police the Common Areas.

(b)The Tenant shall maintain in a neat and clean condition that area designated by the Landlord as the refuse collection area, and shall not place or maintain anywhere within the Project, other than within the area which may be designated by Landlord from time to time as such refuse collection area, any trash, garbage or other items, except as may otherwise be expressly permitted by this Lease.

(c)In its use of the Common Areas, the Tenant shall not take, or permit its agents, employees, invitees, visitors and guests to take, any of the following actions:

(i)the parking or storage of automobiles, or other automotive vehicles anywhere within the Project if such vehicles lack current, valid license plates, or other than in the Parking Areas (and the individual parking spaces from time to time designated therein), or anywhere within the Project if the body, windows or other exterior portions of such vehicles are in an obvious state of damage or disrepair;

(ii)the performance of any body work, maintenance or other repairs to vehicles, or the painting of any vehicle, anywhere within the Premises or the rest of the Project; or

(iii)the parking or storage of any trucks or vans weighing over three-quarters (3/4) of one ton, except for purposes of temporary loading and unloading.

6.6.Liability of Landlord.  The Landlord and its agents and employees shall not be liable to the Tenant or any other person whatsoever for any loss or damage that may be occasioned by or through the acts or omissions of any other tenant of the Project or of any other person whatsoever, other than due to the gross negligence or willful misconduct of the Landlord or its employees or agents.

6.7.Floor Load.  The Tenant shall not place a load upon any floor of the Premises exceeding the floor load per square foot area which such floor was designed to carry.  The floor load for the third (3rd) floor is seventy-five (75) pounds.  The Landlord reserves the right to prescribe the weight and position of all safes and other heavy equipment, and to prescribe the reinforcing necessary, if any, which in the opinion of the Landlord may be required under the circumstances, such reinforcing to be at the Tenant’s sole expense.  Business machines and mechanical equipment shall be placed and maintained by the Tenant in settings sufficient in the Landlord’s judgment to absorb and prevent vibration and noise, and the Tenant shall, at its sole expense, take such steps as the Landlord may direct to remedy any such condition.

6.8.Hazardous Materials.  The Tenant warrants and agrees that the Tenant shall not cause or permit any Hazardous Material to be brought upon, kept or used in or about the Premises by the Tenant, its agents, employees, contractors or invitees.  If the Tenant breaches the obligations stated in the preceding sentence, then the Tenant shall indemnify, defend and hold the Landlord harmless from and against any and all claims, judgments, damages, penalties, fines, costs, liabilities or losses (including, without limitation, diminution in value of the Premises, the Building and the Project generally, damages for the loss or restriction on use of rentable or

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usable space or of any amenity of the Building or the Project generally, damages from any adverse impact on marketing of space in the Building, and sums paid in settlement of claims, reasonable attorneys’ fees, reasonable consultant fees and reasonable expert fees) which arise during or after the Term as a result of such contamination.  This indemnification of the Landlord by the Tenant includes, without limitation, costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal or restoration work required by any governmental authority because of Hazardous Material present in the soil or ground water or under the Premises or the Project generally.  As used herein (i) “Environmental Laws” means the Clean Air Act, the Resource Conservation Recovery Act of 1976, the Hazardous Material Transportation Act, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act, the Toxic Substances Control Act, the Occupational Safety and Health Act, the Consumer Product Safety Act, the Clean Water Act, the Federal Water Pollution Control Act, the National Environmental Policy Act, Md.  Nat.  Res.  Code Ann., Title 8, and Md. Env. Code Ann., Title 7, as each of the foregoing shall be amended from time to time, and any similar or successor laws, federal, state or local, or any rules or regulations promulgated thereunder; and (ii) “Hazardous Materials” means and includes asbestos; “oil, petroleum products and their by-products;” “hazardous substances;” “hazardous wastes” or “toxic substances,” as those terms are used in Environmental Laws; or any substances or materials listed as hazardous or toxic in the United States Department of Transportation, or by the Environmental Protection Agency or any successor agency under any Environmental Laws but excluding normal and reasonable quantities of substances customarily and prudently used in the normal course of business on the Project or as may be reasonably necessary for Tenant to conduct normal general office use operations in the Premises and/or materials handled, stored and disposed of in accordance with any applicable law.

7.INSURANCE AND INDEMNIFICATION.

7.1.Insurance.  At all times from and after the earlier of (i) the entry by the Tenant into the Premises, or (ii) the Rent Commencement Date, the Tenant shall take out and keep in full force and effect, at its expense:

(a)commercial general liability insurance, including Blanket Contractual Liability, Broad Form Property Damage, Completed Operations/Products Liability, Personal Injury Liability, Premises Medical Payments, Interest of Employees as additional insureds, Incidental Medical Malpractice and Broad Form General Liability Endorsement, with a combined single limit of not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate;

(b)special form property insurance (including but not limited to burglary and theft insurance) written at full replacement cost value and with replacement cost endorsement in an amount covering all of Tenant’s property, including, without limitation, inventory, trade fixtures, floor coverings, furniture, electronic data processing equipment and any other property removable by Tenant under the provisions of this Lease, except for existing improvements.

(c)worker’s compensation or similar insurance in form and amounts as may be required by law; and

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(d)such other insurance in such types and amounts as Landlord may reasonably require, provided that such other insurance is in accordance with standards generally accepted for comparable buildings.

7.2.Tenant’s Contractor’s Insurance.  The Tenant shall require any contractor of the Tenant performing work in, on or about the Premises to take out and keep in full force and effect, at no expense to the Landlord:

(a)commercial general liability insurance, including Contractor’s Liability coverage, Blanket Contractual Liability coverage, Broad Form Property Damage Endorsement, Contractor’s Protective Liability, Completed Operations/Products Liability (Completed Operations/Products Liability coverage to be provided for at least two (2) years after final completion of work), Personal Injury, Premises Medical Payments, Interest of Employees as additional insureds, Incidental Medical Malpractice and Broad Form General Liability Endorsement, in an amount not less than One Million Dollars ($1,000,000) combined single limit per occurrence and Two Million Dollars ($2,000,000) in the aggregate;

(b)comprehensive automobile liability insurance, with a combined single limit of not less than One Million Dollars ($1,000,000) covering all owned, non-owned or hired automobiles to be used by the contractor;

(c)worker’s compensation or similar insurance in form and amounts required by law; and

(d)employers liability coverage, including All States Endorsement, in an amount not less than One Million Dollars ($1,000,000).

7.3.Policy Requirements.

7.3.l.The company or companies writing any insurance which the Tenant is required to take out and maintain or cause to be taken out or maintained pursuant to subsections 7.1 and/or 7.2, as well as the form of such insurance, at all times be subject to the Landlord’s approval, and any such company or companies shall be licensed to do business in the State of Maryland and have a rating of at least A or better and a financial size rating of XII or larger from Best’s Key Rating Guide and Supplemental Service (or comparable rating from a comparable insurance rating service).  Public liability and all-risk casualty insurance policies evidencing such insurance shall name the Landlord and/or its designees (including, without limitation, any Mortgagee) as additional insureds, shall be primary and noncontributory, and shall also contain a provision by which the insurer agrees that such policy shall not be cancelled, materially changed, terminated or not renewed except after thirty (30) days’ advance written notice to the Landlord and/or such designees.  All such policies, or certificates thereof, shall be deposited with the Landlord promptly upon commencement of the Tenant’s obligation to procure the same. None of the insurance which the Tenant is required to carry and maintain or cause to be carried or maintained pursuant to subsections 7.1 and/or 7.2 shall contain deductible provisions in excess of Five Thousand Dollars ($5,000), unless approved in writing in advance by the Landlord.  If the Tenant fails to perform any of its obligations pursuant to this section 7, the Landlord may

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perform the same and the cost thereof shall be payable by the Tenant as Additional Rent upon the Landlord’s demand therefor.

7.3.2.The Landlord and the Tenant agree that on January 1 of the second (2nd) full calendar year during the Term and on January 1 of every second (2nd) calendar year thereafter, the Landlord will have the right to request commercially reasonable changes in the character and/or amounts of insurance required to be carried by the Tenant pursuant to the provisions of this section 7, and the Tenant shall comply with any requested change in character and/or amount within thirty (30) days after the Landlord’s request therefor.

7.4.Indemnities by Tenant and Landlord.

7.4.1.Notwithstanding any policy or policies of insurance required of the Tenant, the Tenant, for itself and its successors and assigns, to the extent permitted by law, shall defend, indemnify and hold harmless the Landlord, the Landlord’s agents and any Mortgagee against and from any and all liability or claims of liability by any person asserted against or incurred by the Landlord and/or such agent or Mortgagee in connection with (i) the use, occupancy, conduct, operation or management of the Premises by the Tenant or any of its agents, contractors, servants, employees, licensees, concessionaires, suppliers, materialmen or invitees during the Term; (ii) any work or thing whatsoever done or not done on the Premises during the Term performed by Tenant, its employees, agents or contractors; (iii) any breach or default in performing any of the obligations under the provisions of this Lease and/or applicable law by the Tenant or any of its agents, contractors, servants, employees, licensees, suppliers, materialmen or invitees during the Term; (iv) any grossly negligent, intentionally tortuous or other act or omission by the Tenant or any of its agents, contractors, servants, employees, licensees, concessionaires, suppliers, materialmen or invitees during the Term; or (v) any injury to or death of any person or any damage to any property occurring upon the Premises (whether or not such event results in the termination of this Lease), and from and against all costs, expenses and liabilities incurred in connection with any claim, action, demand, suit at law, in equity or before any administrative tribunal, arising in whole or in part by reason of any of the foregoing (including, by way of example rather than of limitation, the fees of attorneys, investigators and experts), all regardless of whether such claim, action or proceeding is asserted before or after the expiration of the Term or any earlier termination of this Lease.

7.4.2.If any claim, action or proceeding described in Section 7.4.1 is brought against the Landlord and/or any agent or Mortgagee, the Tenant, if requested by the Landlord or such agent or Mortgagee, and at the Tenant’s expense, promptly shall resist or defend such claim, action or proceeding or cause it to be resisted or defended by an insurer.  The Landlord, at its option, shall be entitled to participate in the selection of counsel, settlement and all other matters pertaining to such claim, action or proceeding, all of which shall be subject, in any case, to the prior written approval of the Landlord.

7.4.3.Subject to the provisions of subsection 7.8, the Landlord hereby agrees for itself and its successors and assigns to indemnify and save the Tenant harmless from and against any liability or claims of liability arising solely out of the gross negligence or intentional acts and omissions of the Landlord, its agents or employees.  Except to the extent caused by the gross negligence or willful misconduct of Tenant or an agent of Tenant, Landlord shall reimburse

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Tenant and shall indemnify and hold Tenant harmless from and against any and all liability or claims of liability by any person asserted against or incurred by the suffered or claimed against Tenant as a result of Landlord’s use or control of the Common Areas.

7.5.Landlord Not Responsible for Acts of Others.  The Landlord shall not be responsible or liable to the Tenant, or to those claiming by, through or under the Tenant, for any loss or damage which may be occasioned by or through the acts or omissions of persons occupying or using space adjoining the Premises or any part of the premises adjacent to or connecting with the Premises or any other part of the Building or the Project, or for any loss or damage resulting to the Tenant (or those claiming by, through or under the Tenant) or its or their property, from (a) the breaking, bursting, stoppage or leaking of electrical cable and/or wires, or water, gas, sewer or steam pipes, (b) falling plaster, or (c) dampness, water, rain or snow in any part of the Building.  To the maximum extent permitted by law, the Tenant agrees to use and occupy the Premises, and to use such other portions of the Project as the Tenant is herein given the right to use, at the Tenant’s own risk.

The Landlord is not obligated to protect from the criminal acts of third parties the Tenant, Tenant’s agents, customers, invitees or employees, the Premises or the property of Tenant or any property of any of Tenant’s agents, customers, invitees or employees.  Tenant hereby acknowledges that Tenant has the sole responsibility for the protection of the Premises, the Tenant’s property and the Tenant’s customers, agents, invitees and employees. At Tenant’s cost, Tenant shall have the ability to activate the current Sonitrol alarm system for the Premises. Tenant acknowledges that, if Landlord shall provide security guards for the Common Areas, Landlord does not represent, guarantee, or assume responsibility that Tenant will be secure from any claims or causes of action relating to such security guards.  To induce Landlord to provide such security guards, if any, Landlord deems reasonable, appropriate and economically feasible in its sole and absolute discretion, Tenant agrees that Landlord should not be responsible for, and Tenant shall defend and indemnify Landlord from, any such claims or other causes of action, including claims or causes of action caused by the sole or concurrent negligent act or omission, whether active or passive, of Landlord or its security guards, provided however, that Tenant shall have no obligation to defend or indemnify Landlord from any claims caused by the willful or criminal act of Landlord or its security guards, or covered by the public liability insurance, if any, that Landlord is required to carry by the terms of this Lease

7.6.Landlord’s Insurance.  During the Term, the Landlord shall maintain, in commercially reasonable amounts, (a) insurance on the Project against loss or damage by fire and all of the hazards included in the extended coverage endorsement, (b) comprehensive liability and property damage insurance with respect to the Common Areas, against claims for personal injury or death, or property damage suffered by others occurring in, on or about the Project, and (c) any other insurance, in such form and in such amounts as are deemed reasonable by the Landlord, including, without limitation, rent continuation and business interruption insurance, public liability insurance, theft insurance and workers’ compensation, flood and earthquake, and boiler and machinery insurance.  The costs and expenses of any and all insurance carried by the Landlord pursuant to the provisions of this subsection 7.6 shall be deemed a part of Operating Costs.

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7.7.          Increase in Insurance Premiums.  The Tenant shall not do or suffer to be done, or keep or suffer to be kept, anything in, upon or about the Premises, the Building or the Project which will contravene the Landlord’s policies of hazard or liability insurance or which will prevent the Landlord from procuring such policies from companies acceptable to the Landlord.  If anything done, omitted to be done, or suffered by the Tenant to be kept in, upon or about the Premises, the Building or the Project shall cause the rate of fire or other insurance on the Premises, the Building or the Project to be increased beyond the minimum rate from time to time applicable to the Premises or to any such other property for the use or uses made thereof, the Tenant shall pay to the Landlord, as Additional Rent, the amount of any such increase upon the Landlord’s demand therefor.

7.8.          Waiver of Right of Recovery.  To the extent that any loss or damage to the Premises, the Building, the Project, any building, structure or other tangible property, or resulting loss of income, or losses under workers’ compensation laws and benefits, are covered by insurance, neither party shall be liable to the other party or to any insurance company insuring the other party (by way of subrogation or otherwise), even though such loss or damage might have been occasioned by the negligence of such party, its agents or employees; provided, however, that if, by reason of the foregoing waiver, either party shall be unable to obtain any such insurance, then such waiver shall be deemed not to have been made by such party.  Notwithstanding the foregoing, in the event that such waiver of subrogation shall not be available to the Tenant except through the payment of additional premium therefor, the Tenant shall pay such additional premium.

8.             SERVICES AND UTILITIES.

(a)           As long as an Event of Default shall not exist, Landlord shall provide the following services and utilities during normal business hours on all days except  Sundays and federal and state holidays, or unless otherwise stated below.  Cost of such services shall be included as an Operating Cost.

(i)when necessary during normal business hours, central heating and air conditioning  in the Common Areas at temperature levels customary for comparable office buildings in the immediate vicinity;

(ii)janitorial services five business days per week; and

(iii)at least one elevator, to be used in common with other tenants.

“Normal business hours” for purposes of clause (a) above shall be deemed to mean the periods from 8:30 a.m. until 5:30 p.m. on business days (Monday through Friday).  Tenant shall nonetheless have access to the Premises and elevators twenty-four (24) hours a day, subject to and in accordance with any security procedures that Landlord may have in place.

(b)           Tenant shall be responsible for all electricity to the Premises, including lights, outlets, VAV boxes, and Tenant’s proportionate share of the air handling units on the floor, and after-hours HVAC service to the Premises. Tenant shall pay for electric current supplied to or used in the Premises.  Except for electricity serving the air handling units on the floor, electric

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service shall be separately metered and billed directly to Tenant, and Tenant shall make payments directly to the service provider.  Landlord shall not be liable to Tenant for damages arising as a result of service interruptions caused by any electric service provider.

(c)           Any failure by the Landlord to furnish any of the foregoing services or utilities to the Building, resulting from circumstances beyond the Landlord’s reasonable control or from interruption of such services due to repairs or maintenance shall not render the Landlord liable in any respect for damages to either person or property, nor be construed as an eviction of the Tenant, nor cause an abatement of rent hereunder, nor relieve the Tenant from any of its obligations hereunder.  Notwithstanding the foregoing to the contrary, Tenant shall be entitled to receive a rent abatement in the event of Landlord’s failure or inability to furnish any of the utilities or services required to be furnished by Landlord hereunder if (a) Landlord is not proceeding diligently and in good faith to correct such failure and inability and if all or substantially all of the Premises is rendered unusable by Tenant for a continuous period of ten (10) consecutive business days after Tenant gives Landlord written notice thereof, and if Tenant does not in fact use the Premises using such period. If any public utility or governmental body shall require the Landlord or the Tenant to restrict the consumption of any utility or reduce any service for the Building, the Landlord and the Tenant shall comply with such requirements, whether or not the services and utilities referred to in this section 8 are thereby reduced or otherwise affected, without any liability on the part of the Landlord to the Tenant or any other person or any reduction or adjustment in rent payable hereunder.

(d)           Tenant shall not at any time overburden or exceed the capacity of the mains, feeders, ducts, conduits, or other facilities by which such utilities are supplied to, distributed in or serve the Premises.  If Tenant desires to install any equipment which shall require additional utility facilities or utility facilities of a greater capacity than the facilities existing, such installation shall be subject to Landlord’s prior written approval of Tenant’s plans and specifications therefor.  If such installation is approved by Landlord and if Landlord provides such additional facilities to accommodate Tenant’s installation, Tenant agrees to pay Landlord, on demand, the cost for providing such additional utility facilities or utility facilities of greater capacity.  Landlord shall not be responsible for providing any meters or other devices for the measurement of utilities supplied to the Premises.

(e)           Landlord shall cause to be operated a trash removal service for the Project, the costs and expenses of which shall be a part of Operating Costs.  In the event that Tenant’s use of the Premises requires trash removal services in excess of that required for standard office tenants, Tenant shall pay to Landlord, as additional rent all costs and expenses in excess of the trash removal costs which are attributable to such excess usage.

(f)            The Landlord does not warrant that any utilities provided by any utility company for the Building or the Landlord will be free from shortages, failures, variations or interruptions caused by repairs, maintenance, replacements, improvements, alterations, changes of service, strikes, lockouts, labor controversies, accidents, inability to obtain services, fuel, steam, water or supplies, governmental requirements or requests, or other causes beyond the Landlord’s reasonable control.  The Landlord in no event shall be liable for damages by reason of such shortage, failure or variation, including without limitation loss of profits, business interruption or

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other incidental or consequential damages unless caused by Landlord or its agents, employees and/or contractors.

9.             REPAIRS AND MAINTENANCE.

9.1.          Landlord’s Duty to Maintain Structure.  The Landlord shall maintain or cause to be maintained in good operating condition the structure of the Building and shall be responsible for structural repairs to the exterior walls, load bearing elements, foundations, roofs, structural columns and structural floors with respect thereto, and the Landlord shall make all required repairs thereto, provided, however, that if the necessity for such repairs shall have arisen, in whole or in part, from the gross negligence or willful acts or omissions of the Tenant, its agents, concessionaires, officers, employees, licensees, invitees or contractors, or by any unusual use (other than a use consistent with general office use) of the Premises by the Tenant, then the Landlord may collect the cost of such repairs, as Additional Rent, upon demand.

9.2.          Tenant’s Duty to Maintain Premises.

9.2.1.       Except as provided in subsection 9.1, the Tenant shall keep and maintain the Premises and all fixtures and equipment located therein in a good, safe, clean and sanitary condition consistent with the operation of a first-class office building, and in compliance with all legal requirements with respect thereto.  Except as provided in subsection 9.1, all injury, breakage and damage to the Premises (and to any other part of the Building and/or the Project, if caused by any act or omission of the Tenant, its agents, concessionaires, officers, employees, licensees, invitees or contractors) caused by Tenant its agents, concessionaires, officers, employees, licensees, invitees or contractors shall be repaired or replaced by the Tenant at its expense.  The Tenant shall keep and maintain all pipes and conduits and all mechanical, electrical, HVAC and plumbing systems contained within the Premises in good, safe, clean and sanitary condition.

9.2.2.       The Tenant shall keep the Premises in a neat, clean and orderly appearance to a standard of cleanliness and hygiene reasonably satisfactory to the Landlord.  The Tenant shall (a) surrender the Premises at the expiration of the Term or at such other time as the Tenant may vacate the Premises in as good condition as when received, except for (i) ordinary wear and tear, (ii) damage by casualty (other than such damage by casualty which is caused, in whole or in part, by the gross negligence or willful act or omissions of the Tenant, its agents, officers, employees, licensees, invitees or contractors and which is not wholly covered by the Landlord’s hazard insurance policy), or (iii) acts of God, and (b) take care not to overload the electrical wiring serving the Premises or located within the Premises.

10.          IMPROVEMENTS.

10.1.        Base Building and Initial Tenant Improvements.  Landlord shall deliver the Premises in “as-is” condition.  Landlord shall deliver in good working order the Common Areas of the Project, as well as the structural, mechanical, electrical, plumbing, fire/life/safety, and other systems in the Building.

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10.2.        Tenant Alterations.   The Tenant shall not make any alteration, improvement or addition in the aggregate costing more than Twenty Thousand Dollars ($20,000) (collectively “Alterations”) to the Premises without first:

(i)  presenting to the Landlord plans and specifications therefor and obtaining the Landlord’s written consent thereto (which shall not, in the case of (1) non-structural interior Alterations, or (2) Alterations which would not affect any electrical, mechanical, plumbing or other Building systems, be unreasonably withheld so long as such Alterations will not violate applicable law or the provisions of this Lease, or impair the value of the Premises, the Building or the rest of the Project or be visible from the exterior of the Building) and

(ii)  obtaining any and all governmental permits or approvals for such Alterations, which are required by applicable law; provided, that (1) any and all contractors or workmen performing such Alterations must first be approved by the Landlord, (2) all work is performed in a good and workmanlike manner in compliance with all applicable codes, rules, regulations and ordinances, and (3) the Tenant shall restore the Premises to its condition immediately before such Alterations were made, by not later than the date on which the Tenant vacates the Premises or the Termination Date, whichever is earlier.

Notwithstanding the foregoing, Tenant shall be permitted to make Alterations to the Premises which are (i) purely cosmetic or decorative, (ii) do not affect the structural components of the Building and (iii) which cost in the aggregate less than $20,000, without Landlord’s consent.  The Tenant shall be responsible for the cost of repairing any damage to the Building caused by bringing therein any property for its use, or by the installation or removal of such property, regardless of fault or by whom such damage is caused.  As a condition for approving any Alterations on the Premises by the Tenant, the Landlord shall have the right to require the Tenant, or the Tenant’s contractor, to furnish a bond in an amount equal to the estimated cost of construction with a corporate surety approved by the Landlord for (i) completion of the construction and (ii) indemnification of the Landlord and the Tenant, as their interests may appear, against liens for labor and materials, which bond shall be furnished before any work has begun or any materials are delivered.

10.3.        Acceptance of Possession.  The Tenant shall for all purposes of this Lease be deemed to have accepted the Premises and the Building and to have acknowledged them to be in the condition called for hereunder except with respect to those defects of which the Tenant notifies the Landlord within thirty (30) days after the Rent Commencement Date.

10.4.        Fixtures.  Any and all improvements, repairs, alterations and all other property attached to, used in connection with or otherwise installed within the Premises by the Landlord or the Tenant shall become the Landlord’s property, without payment therefor by the Landlord, immediately on the completion of their installation; provided that any machinery, equipment or fixtures installed by the Tenant and used in the conduct of the Tenant’s trade or business (rather than to service the Premises, the Building or the Project generally) and not part of the Building Service Equipment shall remain the Tenant’s property; but further provided that if any leasehold improvements made by the Tenant replaced any part of the Premises, such leasehold improvements that replaced any part of the Premises shall be and remain the Landlord’s property.

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11.          LANDLORD’S RIGHT OF ENTRY.

The Landlord and its authorized representatives shall be entitled to enter the Premises at any reasonable time during the Tenant’s usual business hours, after giving the Tenant at least twenty-four (24) hours’ oral or written notice thereof, (a) to inspect the Premises, (b) during the last twelve (12) months of the Term, to exhibit the Premises (i) to any existing or prospective purchaser or Mortgagee thereof, or (ii) to any prospective tenant thereof, provided that in doing so the Landlord and each such invitee observes all reasonable safety standards and procedures which the Tenant may require, and (c) to make any repair thereto and/or to take any other action therein which the Landlord is permitted to take by this Lease or applicable law (provided, that in any situation in which, due to an emergency or otherwise, the Landlord reasonably believes the physical condition of the Premises, the Building or any part of the Project would be unreasonably jeopardized unless the Landlord were to take such action immediately, the Landlord shall not be required to give such notice to the Tenant and may enter the same at any time).  Nothing in this section shall be deemed to impose any duty on the Landlord to make any such repair or take any such action, and the Landlord’s performance thereof shall not constitute a waiver of the Landlord’s right hereunder to have the Tenant perform such work.  Provided that the Landlord diligently proceeds with, and uses commercially reasonable efforts to minimize disruption to the Tenant during the performance of, such repairs or the taking of such action, the Landlord shall not be liable to the Tenant for any inconvenience, annoyance, disturbance, loss of business or other damage sustained by the Tenant by reason of the making of such repairs, the taking of such action or the bringing of materials, supplies and equipment upon the Premises during the course thereof, and the Tenant’s obligations under this Lease shall not be affected thereby.

12.          DAMAGE OR DESTRUCTION.

12.1.        Option to Terminate.  If during the Term either the Premises or any portion of the Building or the Project are substantially damaged or destroyed by fire or other casualty thereby rendering the Premises totally or partially inaccessible or unusable, the Landlord shall have the option (which it may exercise by giving written notice thereof to the Tenant within sixty (60) days after the date on which such damage or destruction occurs) to terminate this Lease as of the date specified in such notice (which date shall not be earlier than the thirtieth (30th) day after such notice is given).  On such termination, the Tenant shall pay to the Landlord all Base Rent, Additional Rent and other sums and charges payable by the Tenant hereunder and accrued through the date of termination (as justly apportioned to such date).  If the Landlord does not terminate this Lease pursuant to this section, the Landlord shall diligently repair and restore the Premises and the Building to substantially the same condition they were in prior to such damage or destruction as soon thereafter as is reasonably possible, taking into account any delay experienced by the Landlord in recovering the proceeds of any insurance policy payable on account of such damage or destruction and in obtaining any necessary permits.  Until the Premises are so repaired, the Base Rent (and each installment thereof) and the Additional Rent shall abate in proportion to the floor area of so much, if any, of the Premises as is rendered substantially unusable by the Tenant by such damage or destruction.  If, within forty-five (45) days after the occurrence of the damage or destruction described in this section 12.1, Landlord determines in its sole but reasonable judgment that the repairs and restoration cannot be substantially completed within one hundred eighty (180) days after the date of such damage or

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destruction, and provided Landlord does not elect to terminate this Lease pursuant to this section, then Landlord shall promptly notify Tenant of such determination. For a period continuing through the later of the thirtieth (30th) day after the occurrence of the damage or destruction or the tenth (10th) day after receipt of such notice, Tenant shall have the right to terminate this Lease by providing written notice to Landlord (which date of termination shall be not more than thirty (30) days after the date of Tenant’s notice to Landlord).

12.2.        No Termination of Lease.  Except as is otherwise expressly permitted by subsection 12.1, no total or partial damage to or destruction of any or all of the Premises shall entitle either party hereto to surrender or terminate this Lease, or shall relieve the Tenant from its liability hereunder to pay in full the Base Rent, any Additional Rent and all other sums and charges which are otherwise payable by the Tenant hereunder, or from any of its other obligations hereunder, and the Tenant hereby waives any right now or hereafter conferred upon it by statute or otherwise, on account of any such damage or destruction, to surrender this Lease, to quit or surrender any or all of the Premises, or to have any suspension, diminution, abatement or reduction of the Base Rent or any Additional Rent or other sum payable by the Tenant hereunder.

13.          CONDEMNATION.

13.1.        Termination of Lease.  If any or all of the Premises and/or of that portion of the Project underlying the Premises is taken by the exercise of any power of eminent domain or is conveyed to or at the direction of any governmental entity under a threat of any such taking (each of which is herein referred to as a “Condemnation”), this Lease shall terminate on the date on which the title to so much of the Premises as is the subject of such Condemnation vests in the condemning authority, unless the parties hereto otherwise agree in writing. If all or any substantial portion of the Building or the Project other than that portion thereof underlying the Premises is taken or conveyed in a Condemnation, the Landlord shall be entitled, by giving written notice thereof to the Tenant, to terminate this Lease on the date on which the title to so much thereof as is the subject of such Condemnation vests in the condemning authority.  The Landlord shall notify Tenant of any Condemnation promptly after the Landlord receives notice thereof.  If Landlord does not elect to terminate the Lease pursuant to this Section, then within ten (10) days after receipt of such notice, the Tenant shall have the right to terminate this Lease with respect to the remainder of the Premises not so condemned as of the date title vests in such authority, but only if such Condemnation renders said remainder of the Premises totally unusable for their intended purpose.  If this Lease is not terminated pursuant to this subsection, the Landlord shall restore any of the Premises damaged by such Condemnation substantially to its condition immediately before such Condemnation, as soon after the Landlord’s receipt of the proceeds of such Condemnation as is reasonably possible under the circumstances.

13.2.        Condemnation Proceeds.  Regardless of whether this Lease is terminated under this section, the Tenant shall have no right in any such Condemnation to make any claim on account thereof against the condemning authority, except that the Tenant may make a separate claim for the Tenant’s moving expenses and the value of the Tenant’s trade fixtures, provided that

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such claim does not reduce the sums otherwise payable by the condemning authority to the Landlord.  Except as aforesaid, the Tenant hereby (a) waives all claims which it may have against the Landlord or such condemning authority by virtue of such Condemnation, and (b) assigns to the Landlord all such claims (including but not limited to all claims for leasehold damages or diminution in value of the Tenant’s leasehold interest hereunder).

13.3.        Effect on Rent.  If this Lease is terminated under this section, any Base Rent, any Additional Rent and all other sums and charges required to paid by the Tenant hereunder shall be apportioned and paid to the date of such termination.  If this Lease is not so terminated in the event of a Condemnation, the Base Rent (and each installment thereof) and the Additional Rent shall be abated from the date on which the title to so much, if any, of the Premises as is the subject of such Condemnation vests in the condemning authority, through the Termination Date, in proportion to the floor area of such portion of the Premises as is the subject of such Condemnation.

13.4.        No Termination of Lease.  Except as otherwise expressly provided in this section 13, no total or partial Condemnation shall entitle either party hereto to surrender or terminate this Lease, or shall relieve the Tenant from its liability hereunder to pay in full the Base Rent, any Additional Rent and all other sums and charges which are otherwise payable by the Tenant hereunder, or from any of its other obligations hereunder, and the Tenant hereby waives any right now or hereafter conferred upon it by statute or otherwise, on account of any such Condemnation, to surrender this Lease, to quit or surrender any or all of the Premises, or to receive any suspension, diminution, abatement or reduction of the Base Rent or any Additional Rent or other sum payable by the Tenant hereunder.

14.          ASSIGNMENT AND SUBLETTING.

14.1.        Landlord’s Consent Required.  The Tenant shall not assign this Lease, in whole or in part, nor sublet all or any part of the Premises, nor license concessions or lease departments therein, nor otherwise permit any other person to occupy or use any portion of the Premises (collectively, a “Transfer”), without in each instance first obtaining the written consent of the Landlord, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, Tenant shall have the right without Landlord’s prior written consent to assign this Lease or sublet all or any part of the Premises to any parent, subsidiary, affiliate corporation of the survivor of any merger or to the purchaser of all or substantially all of the assets of Tenant (an “Affiliate”). Landlord shall grant or deny with reasonable specificity any Tenant request to Transfer within thirty (30) days after such request. If Landlord fails to timely grant or deny with reasonable specificity, then Landlord shall be deemed to have granted its consent. Consent by the Landlord to any assignment, subletting, licensing or other transfer shall not (i) constitute a waiver of the requirement for such consent to any subsequent assignment, subletting, licensing or other Transfer, (ii) relieve the Tenant from its duties, responsibilities and obligations under this Lease, or (iii) relieve any guarantor of this Lease from such guarantor’s obligations under its guaranty agreement.

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14.2.        Acceptance of Rent from Transferee.  The acceptance by the Landlord of the payment of Rent from any person following any act, assignment or other Transfer prohibited by this section shall not constitute a consent to such act, assignment or other Transfer, nor shall the same be deemed to be a waiver of any right or remedy of the Landlord’s hereunder.

14.3.        Conditions of Consent.

14.3.1.     If the Tenant receives consent to a Transfer under subsection 14.1 above, then, in addition to any other terms and conditions imposed by the Landlord in the giving of such consent, the Tenant and the transferee shall execute and deliver, on demand, an agreement prepared by the Landlord providing that the transferee shall be directly bound to the Landlord to perform all obligations of the Tenant hereunder including, without limitation, the obligation to pay all Rent and other amounts provided for herein; acknowledging and agreeing that there shall be no subsequent Transfer of this Lease or of the Premises or of any interest therein without the prior consent of the Landlord pursuant to subsection 14.1 above; acknowledging that the Tenant as originally named herein (and any guarantor) shall remain fully liable for all obligations of the tenant hereunder, including the obligation to pay all Rent provided herein and including any and all obligations arising out of any subsequent amendments to this Lease made between the Landlord and the transferee (whether or not consented to by the Tenant and/or any guarantor), jointly and severally with the transferee; and such other provisions as the Landlord shall require.

14.3.2.     All reasonable costs (not to exceed $2000) incurred by the Landlord in connection with any request for consent to a Transfer, including reasonable costs of investigation and the reasonable fees of the Landlord’s counsel, shall be paid by the Tenant on demand as a further condition of any consent which may be given.

14.4.        Profits from Use or Transfer.

14.4.1.     Neither the Tenant nor any other person having an interest in the use, occupancy or other utilization of space in the Premises shall enter into any lease, sublease, license, concession or other Transfer which provides for rent or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived from the Premises, and any such purported lease, sublease, license, concession or other Transfer shall be absolutely void and ineffective as a conveyance or creation of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

14.4.2.     The Tenant agrees that in the event of a Transfer, the Tenant shall pay the Landlord, within ten (10) days after receipt thereof, fifty percent (50%) of the excess of (i) any and all consideration, money or thing of value, however characterized, received by the Tenant or payable to the Tenant in connection with or arising out of such Transfer, over (ii) all amounts otherwise payable by the Tenant to the Landlord pursuant to this Lease (including transaction costs).

14.5.        Landlord’s Right of Recapture.  If Tenant intends to sublease more than 50% of the Premises or assign this Lease to an entity other than an Affiliate, then Tenant shall give written notice of such intent to Landlord, which notice shall constitute an offer to Landlord to recapture the Premises, or the portion of the Premises covered by such sublease, as the case may

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be.  Tenant’s notice to Landlord shall identify the specific “Rental Area” of the Premises subleased or indicate that the Lease is to be assigned, and the date of commencement and termination of the sublease or the effective date for the assignment, and shall include a copy of all of the documents relating to such sublease or assignment.  Within thirty (30) days after Landlord’s receipt of Tenant’s notice, Landlord may at its sole option elect to recapture the Premises or such portion thereof, as the case may be, by giving Tenant written notice thereof.  If Landlord exercises its option, Tenant shall notify the prospective subtenant or assignee of Landlord’s election, shall terminate the agreement with such prospective subtenant or assignee if so directed by Landlord, and shall surrender the space to Landlord pursuant to a written partial or total surrender of lease, as applicable, reasonably satisfactory to both parties, providing for the termination of this Lease as of the commencement date set forth in the proposed sublease or assignment with respect to the Premises or such portion thereof and the parties’ obligations to each other with respect to such space.  Upon any partial termination under this Section 14.5, (x) the Rental Area of the Premises shall be adjusted, and the base rent and additional rent shall be pro-rated as of the date of termination and shall be abated following the termination as to the surrendered Rental Area, and (y) Landlord, at Landlord’s sole cost and expense, shall construct Building standard demising walls to separate the space covered by such partial termination from the remaining part of the Premises.

14.6.        [Intentionally Omitted].

15.          RULES AND REGULATIONS.

The Landlord shall have the right to prescribe, at its sole discretion, the Rules and Regulations. The Rules and Regulations may govern, without limitation, the use of sound apparatus, noise or vibrations emanating from machinery or equipment, obnoxious fumes and/or odors, the parking of vehicles, lighting and storage and disposal of trash and garbage.  The Landlord will not enforce the Rules and Regulations in a discriminatory manner and will make reasonable efforts to enforce the Rules and Regulations uniformly against all tenants.  The Tenant shall adhere to the Rules and Regulations and shall cause its agents, employees, invitees, visitors and guests to do so.  A copy of the Rules and Regulations in effect on the date hereof is attached hereto as Exhibit D. The Landlord shall have the right to amend the Rules and Regulations from time to time.

16.          SUBORDINATION AND ATTORNMENT.

16.1.        Subordination.

16.1.1.     Unless a Mortgagee otherwise shall elect as provided in subsection 16.2, the Tenant’s rights under this Lease are and shall remain subject and subordinate to the operation and effect of any mortgage, deed of trust or other security instrument constituting a lien upon the Premises, and/or the Project, whether the same shall be in existence on the date hereof or created hereafter (any such lease, mortgage, deed of trust or other security instrument being referred to herein as a “Mortgage,” and the party or parties having the benefit of the same, whether as

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beneficiary, trustee or noteholders being referred to hereinafter collectively as “Mortgagee”).  The Tenant’s acknowledgment and agreement of subordination as provided for in this section is self-operative and no other instrument of subordination shall be required; however, the Tenant shall execute, within fifteen (15) days after request therefor, a document providing for such further assurance thereof and for such other matters as shall be requisite or as may be requested from time to time by the Landlord or any Mortgagee. Upon Tenant’s written request, Landlord will use reasonable efforts to obtain a non-disturbance agreement from the current Mortgagee on said Mortgagee’s standard form.

16.1.2.     The Landlord hereby directs the Tenant, upon (i) the occurrence of any event of default by the Landlord, as mortgagor under any Mortgage, (ii) the receipt by the Tenant of a notice of the occurrence of such event of default under such Mortgage from the Landlord or such Mortgagee, or (iii) a direction by the Mortgagee under such Mortgage to the Tenant to pay all Rent thereafter to such Mortgagee, to make such payment to such Mortgagee, and the Landlord agrees that in the event that the Tenant makes such payments to such Mortgagee, as aforesaid, the Tenant shall not be liable to the Landlord for the same.  In addition, the Mortgagee (and any person who acquires the property from Mortgagee) shall not be responsible for security deposits not actually received by the Mortgagee, or its affiliate, after the Mortgagee, or its affiliate, becomes the owner of the property.

16.2.        Mortgagee’s Unilateral Subordination.  If a Mortgagee shall so elect by notice to the Tenant or by the recording of a unilateral declaration of subordination, this Lease and the Tenant’s rights hereunder shall be superior and prior in right to the Mortgage of which such Mortgagee has the benefit, with the same force and effect as if this Lease had been executed, delivered and recorded prior to the execution, delivery and recording of such Mortgage, subject, nevertheless, to such conditions as may be set forth in any such notice or declaration.

16.3.        Attornment.  If any Person shall succeed to all or any part of the Landlord’s interest in the Premises, whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination of lease or otherwise, and if such successor-in-interest requests or requires, the Tenant shall attorn to such successor-in-interest and shall execute within fifteen (15) days after receipt thereof an agreement in confirmation of such attornment in a form as may be reasonably requested by such successor-in-interest.

16.4.        Superior Leases.  Tenant acknowledges that Landlord may restructure the ownership of the Project involving one or more ground leases or master leases (the “Superior Leases”).  In such event, Tenant agrees that it will subordinate this Lease to such Superior Leases or, at Landlord’s option, enter into a new sublease with the applicable master lessee upon substantially the same terms and conditions as are set forth herein, provided that in connection with such subordination or such new sublease, Tenant shall have the benefit of a non-disturbance agreement which shall provide in substance, along with other matters deemed reasonable or desirable by Landlord, that so long as Tenant is not in default, Tenant’s rights of use and occupancy shall not be disturbed in the event of a termination of any Superior Lease.

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17.          DEFAULTS AND REMEDIES.

17.1.        “Event of Default” Defined.  Any one or more of the following events shall constitute an “Event of Default” under the terms of this Lease:

(a)           the failure of the Tenant to pay any Rent or other sum of money due hereunder to the Landlord or any other person within five (5) days after receipt of written notice from Landlord that the same is due;

(b)           the sale of the Tenant’s interest in the Premises under attachment, execution or similar legal process without the Landlord’s prior written approval;

(c)           the filing of a petition proposing the adjudication of the Tenant as a bankrupt or insolvent, or the reorganization of the Tenant, or an arrangement by the Tenant with its creditors, whether pursuant to the Federal Bankruptcy Act or any similar federal or state proceeding, unless such petition is filed by a party other than the Tenant and is withdrawn or dismissed within sixty (60) days after the date of its filing;

(d)           the admission in writing by the Tenant of its inability to pay its debts when due;

(e)           the appointment of a receiver or trustee for the business or property of the Tenant, unless such appointment is vacated within sixty (60) days of its entry;

(f)            the making by the Tenant of an assignment for the benefit of its creditors;

(g)           a default by the Tenant in the performance or observance of any covenant or agreement of this Leases to be performed or observed by the Tenant (other than as set forth in clauses (a) through (f) above), which default is not cured within thirty (30) days after the giving of written notice thereof by the Landlord, unless such default is of such nature that it cannot be cured within such 30-day period, in which event an Event of Default shall not be deemed to have occurred if the Tenant institutes a cure within the 30-day period and thereafter diligently and continuously prosecutes the curing of the same until completion, but in no event shall such cure period exceed ninety (90) days; provided, however, that if the Tenant defaults in the performance of any such covenant or agreement more than two (2) times during the Term, then notwithstanding that such defaults have each been cured by the Tenant, any further defaults shall be deemed an Event of Default without the ability to cure; or

(h)           the vacating or abandonment of the Premises by the Tenant at any time during the Term.

17.2.        Landlord’s Remedies.  Upon the occurrence of an Event of Default, the Landlord, without notice to the Tenant in any instance (except where expressly provided for below), may do any one or more of the following:

(a)           perform, on behalf and at the expense of the Tenant, any obligation of the Tenant under this Lease which the Tenant has failed to perform beyond any applicable grace or cure periods and of which the Landlord shall have given the Tenant notice (except in an emergency situation in which no notice is required), the cost of which performance by the Landlord,

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together with interest thereon at the Default Rate from the date of such expenditure, shall be deemed Additional Rent and shall be payable by the Tenant to the Landlord as otherwise set forth herein;

(b)           elect to terminate this Lease and the tenancy created hereby by giving notice of such election to the Tenant without any right on the part of the Tenant to save the forfeiture by payment of any sum due or by other performance of condition, term, agreement or covenant broken, or elect to terminate the Tenant’s possessory rights and all other rights of the Tenant without terminating this Lease, and in either event, at any time thereafter without notice or demand and without any liability whatsoever, re-enter the Premises by force, summary proceedings or otherwise, and remove the Tenant and all other persons and property from the Premises, and store such Project in a public warehouse or elsewhere at the cost and for the account of the Tenant without resort to legal process and without the Landlord being deemed guilty of trespass or becoming liable for any loss or damage occasioned thereby;

(c)           accelerate the Rent and any other charges, whether or not stated to be Additional Rent, for the entire balance of the Term, or any part of such Rent, and any costs, whether chargeable to the Landlord or the Tenant, as if by the terms of this Lease the balance of the Rent and other charges and expenses were on that date payable in advance;

(d)           cause an attorney for the Landlord to proceed in any competent court for judgment in ejectment against the Tenant and all persons claiming under the Tenant for the recovery by the Landlord of possession of the Premises, and if for any reason after such action has been commenced it is canceled or suspended and possession of the Premises remains in or is restored to the Tenant, the Landlord shall have the right upon any subsequent default or upon the expiration or termination of this Lease, or any renewal or extension hereof, to bring one or more actions to recover possession of the Premises; and

(e)           exercise any other legal and/or equitable right or remedy which it may have at law or in equity, including rights of specific performance and/or injunctive relief, where appropriate.

In any action for possession of the Premises or for monetary damages, including Termination Damages and Liquidated Damages, or for the recovery of Rent due for the balance of the Term, the Landlord may cause to be filed in such action an affidavit setting forth the facts necessary to authorize the entry of judgment.  If a true copy of this Lease (and of the truth of the copy, such affidavit shall be sufficient proof) must be filed in such action, it shall not be necessary to file the original, notwithstanding any law, rule of court, custom or practice to the contrary.

17.3.        Damages.

(a)           If this Lease is terminated by the Landlord pursuant to subsection 17.2, the Tenant nevertheless shall remain liable for any Rent and damages which may be due or sustained prior to such termination, as well as all reasonable costs, fees and expenses, including, without limitation, sheriffs’ or other officers’ commissions whether chargeable to the Landlord or the Tenant, watchmen’s wages, brokers’ and attorneys’ fees, and repair and renovation costs incurred by the Landlord in pursuit of its remedies hereunder, and/or in connection with any bankruptcy

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proceedings of the Tenant, and/or in connection with renting the Premises to others from time to time (all such Rent, damages, costs, fees and expenses being referred to herein as “Termination Damages”), plus additional damages for all Rent treated as in arrears (“Liquidated Damages”).  At the election of the Landlord, Termination Damages shall be an amount equal to either:

(i)            the Rent which, but for the termination of this Lease, would have become due during the remainder of the Term, less the amount or amounts of rent, if any, which the Landlord receives during such period from others to whom the Premises may be rented (other than any additional rent received by the Landlord as a result of any failure of such other person to perform any of its obligations to the Landlord), in which case Termination Damages shall be computed and payable in monthly installments, in advance, on the first business day of each calendar month following the termination of this Lease and shall continue until the date on which the Term would have expired but for such termination, and any action or suit brought to collect any such Termination Damages for any month shall not in any manner prejudice the right of the Landlord to collect any Termination Damages for any subsequent months by similar proceeding; or

(ii)           the present worth (as of the date of such termination) of the Rent which, but for the termination of this Lease, would have become due during the remainder of the Term, less the fair rental value of the Premises, as determined by an independent real estate appraiser or broker selected by the Landlord, in which case such Termination Damages shall be payable to the Landlord in one lump sum on demand, and shall bear interest at the Default Rate.  “Present worth” shall be computed by discounting such amount to present worth at a rate equal to one percentage point above the discount rate then in effect at the Federal Reserve Bank.

(b)           Notwithstanding anything to the contrary set forth in this subsection 17.3, in the event (i) the Landlord must initiate legal action to enforce any one or more of the provisions of this Lease against the Tenant, its successors or assigns, or (ii) the Landlord must consult with and/or engage an attorney(s) in order (A) to enforce any one or more of the provisions of this Lease against the Tenant, its successors or assigns, or (B) in connection with any bankruptcy proceeding of the Tenant, whether or not such consultation and/or engagement results in the initiation of any judicial action or termination of this Lease, then and in any of such events, the Tenant, its successors and assigns, undertakes and agrees to pay any and all reasonable costs incurred by the Landlord in connection therewith, including, by way of illustration and not of limitation, all reasonable attorneys’ fees (inclusive of consultation fees, research costs and correspondence fees), court costs (if awarded post-judgment) and any similar professional fees or costs associated therewith.  If Tenant is in default under this Lease and has vacated the Premises, and if Landlord has terminated this Lease as a result of such default, then Landlord shall thereafter use reasonable efforts to relet the Premises; provided, however, that Tenant understands and agrees that Landlord’s main priority will be the leasing of other space in the Building (and not then leased by Landlord) and the reletting of the Premises will be of lower priority.

17.4.        Waiver of Jury Trial.  Each party hereto hereby waives any right which it may otherwise have at law or in equity to a trial by jury in connection with any suit or proceeding at law or in equity brought by the other against the waiving party or which otherwise relates to this

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lease, as a result of an event of default or otherwise.  The Tenant agrees that in the event the Landlord commences any summary proceeding for nonpayment of rent or possession of the Premises, the Tenant will not, and hereby waives, all right to interpose any counterclaim of whatever nature in any such proceeding.

17.5.        [Intentionally Omitted].

17.6.        [Intentionally Omitted].

18.          ESTOPPEL CERTIFICATE.

(a)           The Tenant shall, without charge, at any time and from time to time, within fifteen (15) days after receipt of request therefor from the Landlord, execute, acknowledge and deliver to the Landlord, and to such Mortgagee or other party as may be designated by the Landlord, a written estoppel certificate in form and substance as may be requested from time to time by the Landlord, the other party or any Mortgagee, certifying to the other party, any Mortgagee, any purchaser of Landlord’s interest in all or any part of the Project, or any other person or entity designated by the other party, as of the date of such estoppel certificate, the following: (a) whether the Tenant is in possession of the Premises; (b) whether this Lease is in full force and effect; (c) whether there are any amendments to this Lease, and if so, specifying such amendments; (d) whether there are any then-existing setoffs or defenses against the enforcement of any rights hereunder, and if so, specifying such matters in detail; (e) the dates, if any, to which any rent or other sums due hereunder have been paid in advance and the amount of any security deposit held by the Landlord; (f) that the Tenant has no knowledge of any then existing defaults of the Landlord under this Lease, or if there are such defaults, specifying them in detail; (g) that the Tenant has no knowledge of any event having occurred that authorized the termination of this Lease by the Tenant, or if such event has occurred, specifying it in detail; (h) the address to which notices to the Tenant should be sent; and (i) any and all other matters reasonably requested by the Landlord, any Mortgagee and/or any other person or entity designated by the Landlord.  Any such estoppel certificate may be relied upon by the person or entity to whom it is directed or by any other person or entity who could reasonably be expected to rely on it in the normal course of business.  The failure of the Tenant to execute, acknowledge and deliver such a certificate in accordance with this section within fifteen (15) days after a request therefor by the Landlord shall constitute an acknowledgment by the Tenant, which may be relied on by any person or entity who would be entitled to rely upon any such certificate, that such certificate as submitted by the requesting party to the other party is true and correct, and the requesting party is hereby authorized to so certify.

(b)           Landlord also agrees to provide to Tenant a similar estoppel certificate from time to time within fifteen (15) days after Tenant’s written request.

19.          QUIET ENJOYMENT.

The Landlord hereby warrants that, so long as all of the Tenant’s obligations hereunder are timely performed, the Tenant will have during the Term quiet and peaceful possession of the Premises and enjoyment of such rights as the Tenant may hold hereunder to use the Common

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Areas, except if and to the extent that such possession and use are terminated pursuant to this Lease.

20.          NOTICES.

Except as may be otherwise provided in this Lease, any notice, demand, consent, approval, request or other communication or document to be provided hereunder to the Landlord or the Tenant (a) shall be in writing, and (b) shall be deemed to have been provided (i) two (2) days following the date sent as certified mail in the United States mails, postage prepaid, return receipt requested, (ii) on the day following the date it is deposited prior to the close of business with Federal Express or another national courier service or (iii) on the date of hand delivery (if such party’s receipt thereof is acknowledged in writing), in each case to the address of such party set forth hereinbelow or to such other address as such party may designate from time to time by notice to each other party hereto.

If to the Landlord, notice shall be sent to:

Can Company LLC

c/o Struever Brothers Eccles and Rouse

1040 Hull Street, Suite 200

Baltimore, Maryland  21230

Attention:  Property Management

with a copy to:

John P. Machen, Esquire

Piper Marbury Rudnick & Wolfe LLP

6225 Smith Avenue

Baltimore, Maryland  21209-3600

If to the Tenant, notice shall be sent to:

Millennial Media, Inc.

2400 Boston Street,

Suite 301

Baltimore, MD  21224

21.          GENERAL

21.1.        Effectiveness.  This Lease shall become effective on and only on its execution and delivery by each party hereto.

21.2.        Complete Understanding.  This Lease represents the complete understanding between the parties hereto as to the subject matter hereof, and supersedes all prior negotiations,

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representations, guaranties, warranties, promises, statements and agreements, either written or oral, between the parties hereto as to the same.

21.3.        Amendment.  This Lease may be amended by and only by an instrument executed and delivered by each party hereto.

21.4.        Waiver.  No party hereto shall be deemed to have waived the exercise of any right which it holds hereunder unless such waiver is made expressly and in writing (and, without limiting the generality of the foregoing, no delay or omission by any party hereto in exercising any such right shall be deemed a waiver of its future exercise).  No such waiver made in any instance involving the exercise of any such right shall be deemed a waiver as to any other such instance or any other such right.  Without limiting the generality of the foregoing provisions of this subsection, the Landlord’s receipt or acceptance of any Base Rent, Additional Rent or other sum from the Tenant or any other person shall not be deemed a waiver of the Landlord’s right to enforce any of its rights hereunder on account of any default by the Tenant in performing its obligations hereunder.

21.5.        Applicable Law.  This Lease shall be given effect and construed by application of the laws of Maryland, and any action or proceeding arising hereunder shall be brought in the courts of Maryland; provided, however, that if any such action or proceeding arises under the Constitution, laws or treaties of the United States of America, or if there is a diversity of citizenship between the parties thereto, so that it is to be brought in a United States District Court, it may be brought only in the United States District Court for Maryland or any successor federal court having original jurisdiction.

21.6.        Commissions.  Tenant warrants and represents to Landlord that it has not engaged any real estate broker or agent in connection with this Lease or its negotiation except CB Richard Ellis.  Landlord represents and warrants to Tenant that it has not engaged any real estate broker or agent in connection with this Lease or its negotiation except Colliers Pinkard.  Any and all commissions due such brokers shall be paid in accordance with the terms and conditions set forth in a separate written agreement or agreements between the parties set forth above..  Subject to the foregoing, each party hereto hereby represents and warrants to the other that, in connection with such leasing, the party so representing and warranting has not dealt with any real estate broker, agent or finder, and there is no commission, charge or other compensation due on account thereof.  Each party hereto shall indemnify and hold harmless the other against and from any inaccuracy in such party’s representation.

21.7.        Landlord’s Liability.   No Person holding the Landlord’s interest hereunder (whether or not such Person is named as the “Landlord” herein) shall have any liability hereunder after such Person ceases to hold such interest, except for any such liability accruing while such Person holds such interest.  No Mortgagee not in possession of the Premises shall have any liability hereunder.  Neither the Landlord nor any principal of the Landlord, whether disclosed or undisclosed, shall have any personal liability under this Lease.  If the Landlord defaults in performing any of its obligations hereunder or otherwise, the Tenant shall look solely to the Landlord’s equity, interest and rights in the Project to satisfy the Tenant’s remedies on account thereof.

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21.8.        Disclaimer of Partnership Status.  Nothing in this Lease shall be deemed in any way to create between the parties hereto any relationship of partnership, joint venture or association, and the parties hereto hereby disclaim the existence of any such relationship.

21.9.        Remedies Cumulative.  No reference to any specific right or remedy shall preclude the Landlord from exercising any other right or from having any other remedy or from maintaining any action to which it may otherwise be entitled at law or in equity.  No failure by the Landlord to insist upon the strict performance of any agreement, term, covenant or condition hereof, or to exercise any right or remedy consequent upon a breach thereof, and no acceptance of full or partial Rent during the continuance of any such breach, shall constitute a waiver of any such breach, agreement, term, covenant or condition.  No waiver by the Landlord of any breach by the Tenant under this Lease or of any breach by any other tenant under any other lease of any portion of the Building shall affect or alter this Lease in any way whatsoever.

21.10.      Severability.  No determination by any court, governmental or administrative body or agency or otherwise that any provision of this Lease or any amendment hereof is invalid or unenforceable in any instance shall affect the validity or enforceability of (a) any other provision hereof, or (b) such provision in any circumstance not controlled by such determination.  Each such provision shall remain valid and enforceable to the fullest extent allowed by, and shall be construed wherever possible as being consistent with, applicable law.

21.11.      Authority.  If the Tenant is a corporation partnership, limited liability company or similar entity, the person executing this Lease on behalf of the Tenant represents and warrants that (a) the Tenant is duly organized and validly existing and (b) this Lease (i) has been authorized by all necessary parties, (ii) is validly executed by an authorized officer or agent of the Tenant and (iii) is binding upon and enforceable against the Tenant in accordance with its terms.

21.12.      Joint and Several Liability.  If the Tenant shall be one or more individuals, corporations or other entities, whether or not operating as a partnership or joint venture, then each such individual, corporation, entity, joint venturer or partner shall be deemed to be both jointly and severally liable for the payment of the entire Rent and other payments specified herein.

21.13.      Recordation.  Neither this Lease, any amendment to this Lease, nor any memorandum, affidavit or other item with respect thereto shall be recorded by the Tenant or by anyone acting through, under or on behalf of the Tenant, and the recording thereof in violation o this provision shall (i) be deemed an Event of Default and (ii) at the Landlord’s election, make this Lease null and void.

21.14.      Time of Essence.  Time shall be of the essence with respect to the performance of the parties’ obligations under this Lease.

21.15.      Interpretation.  The Landlord and the Tenant hereby agree that both parties were equally influential in preparing and negotiating this Lease, and each had the opportunity to seek the advice of legal counsel prior to the execution of this Lease.  Therefore, the Landlord and the

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Tenant agree that no presumption should arise construing this Lease more unfavorably against any one party.

21.16.      Headings.  The headings of the sections, subsections, paragraphs and subparagraphs hereof are provided herein for and only for convenience of reference and shall not be considered in construing their contents.

21.17.      Construction.  As used herein, all references made (a) in the neuter, masculine or feminine gender shall be deemed to have been made in all such genders; (b) in the singular or plural number shall be deemed to have been made, respectively, in the plural or singular number as well; and (c) to any section, subsection, paragraph or subparagraph shall be deemed, unless otherwise expressly indicated, to have been made to such section, subsection, paragraph or subparagraph of this Lease.

21.18.      Exhibits.  Each writing or drawing referred to herein as being attached hereto as a schedule, an exhibit or otherwise designated herein as a schedule or an exhibit hereto is hereby made a part hereof.

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IN WITNESS WHEREOF, each party hereto has executed and ensealed this Lease, or caused it to be executed and ensealed on its behalf by its duly authorized representatives, on the date first above written.

WITNESS or ATTEST:	LANDLORD:
	THE CAN COMPANY LLC, a Maryland limited liability company
/s/ [ILLEGIBLE]	By:	/s/ [ILLEGIBLE]		(seal)
	By:	/s/ Joseph Adamo
WITNESS or ATTEST:	TENANT:
	MILLENNIAL MEDIA, INC., a Delaware corporation
/s/ Matt Coury	By:		/s/ Paul J. Palmieri	(seal)
	Name:		Paul J. Palmieri
	Title:		President & ceo

ACKNOWLEDGEMENT OF LANDLORD

STATE OF NEW JERSEY             .

) to wit:

CITY/COUNTY OF MORRIS

I HEREBY CERTIFY that on this 22nd day of July, 2008 before me, the subscriber, a Notary Public in and for the State aforesaid, personally appeared Joseph Adamo who acknowledged himself to be the Authorized Signatory of The Can Company, a Maryland LLC, and that he, as such officer, being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing the name of said corporation by himself as such officer.

IN WITNESS WHEREOF, I have hereunto set my hand and Notarial Seal.

/s/ Leona Maddocks
Notary Public
My Commission Expires: 7-24-2013	LEONA MADDOCKS
	NOTARY PUBLIC OF NEW JERSEY
	MY COMMISSION EXPIRES JULY 24, 2013

ACKNOWLEDGEMENT OF TENANT

STATE OF MARYLAND

) to wit:

CITY/COUNTY OF BALTIMORE

I HEREBY CERTIFY that on this 11 day of July, 2008 before me, the subscriber, a Notary Public in and for the State aforesaid, personally appeared Paul Palmieri who acknowledged himself to be the President & CEO of Millennial Media, a Delaware Corporation, and that he, as such officer, being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing the name of said corporation by himself as such officer.

IN WITNESS WHEREOF, I have hereunto set my hand and Notarial Seal.

/s/ Valene E. Ellis

Notary Public

My Commission Expires: 8/1/09

EXHIBIT A

Site Plan showing Property and Building

EXHIBIT B

Drawing showing approximate location of Premises

EXHIBIT C

Current Rules and Regulations

1The sidewalks, passages and stairways shall not be obstructed by the Tenant or Tenant’s agents, employees, or invitees or used by the Tenant for any purpose other than ingress and egress from and to the Tenant’s premises.  The Landlord shall in all cases retain the right to control or prevent access thereto by any person whose presence, in the Landlord’s judgment, would be prejudicial to the safety, peace, character or reputation of the property or of any tenant of the Project.

2.The toilet rooms, water closets, sinks, faucets, plumbing and other service apparatus of any kind shall not be used by the Tenant for any purpose other than those for which they were installed, and no sweepings, rubbish, rags, ashes, chemicals or other refuse or injurious substances shall be placed therein or used in connection therewith by the Tenant, or left by the Tenant in the lobbies, passages, elevators or stairways of the Building.  The expense of any breakage, stoppage or damage to such sinks, toilets and the like shall be borne by the tenant who, or whose employees, contractors or invitees, caused it.

3.No skylight, window, door or transom of the Building shall be covered or obstructed by the Tenant, and no window shade, blind, curtain, screen, storm window, awning or other material shall be installed or placed on any window or in any window space, except as approved in writing by the Landlord.  If the Landlord has installed or hereafter installs any shade, blind or curtain in the Premises, the Tenant shall not remove it without first obtaining the Landlord’s written consent thereto.

4.No sign, lettering, insignia, advertisement, notice or other thing shall be inscribed, painted, installed, erected or placed in any portion of the Premises which may be seen from outside the Building, or on any window, window space or other part of the exterior or interior of the Building, unless first approved in writing by the Landlord.  Names on suite entrances may be provided by and only by the Landlord and at the Tenant’s expense, using in each instance lettering of a design and in a form consistent with the other lettering in the Building, and first approved in writing by the Landlord.  The Tenant shall not erect any stand, booth or showcase or other article or matter in or upon the Premises, the Building and/or the Project without first obtaining the Landlord’s written consent thereto.

5.The Tenant shall not place any other or additional lock upon any door within the Premises or elsewhere upon the Project, and the Tenant shall surrender all keys for all such locks at the end of the Term.  The Landlord shall provide the Tenant with one set of keys to the Premises when the Tenant assumes possession thereof.

6.The Tenant shall not do or permit to be done anything which obstructs or interferes with the rights of any other tenant of the Project.  No bird, fish or animal shall be brought into or kept in or about the Premises, the Building and/or the Project.

7.If the Tenant desires to install signaling, telegraphic, telephonic, protective alarm or other wires, apparatus or devices within the Premises, the Landlord shall direct where and

how they are to be installed and, except as so directed, no installation, boring or cutting shall be permitted.  The Landlord shall have the right (a) to prevent or interrupt the transmission of excessive, dangerous or annoying current of electricity or otherwise into or through the Premises, the Building and/or the Project, (b) to require the changing of wiring connections or layout at the Tenant’s expense, to the extent that the Landlord may deem necessary, (c) to require compliance with such reasonable rules as the Landlord may establish relating thereto, and (d) in the event of noncompliance with such requirements or rules, immediately to cut wiring or do whatever else it considers necessary to remove the danger, annoyance or electrical interference with apparatus in any part of the Building and/or the Project.  Each wire installed by the Tenant must be clearly tagged at each distributing board and junction box and elsewhere where required by the Landlord, with the number of the office to which such wire leads and the purpose for which it is used, together with the name of the Tenant or other concern, if any, operating or using it.

8.A directory may be provided by the Landlord on the ground floor of the Building or elsewhere within the Project, on which the Tenant’s name may be placed.

9.The Landlord shall in no event be responsible for admitting or excluding any person from the Premises.  In case of invasion, hostile attack, insurrection, mob violence, riot, public excitement or other commotion, explosion, fire or any casualty, the Landlord shall have the right to bar or limit access to the Project to protect the safety of occupants of the Project, or any property within the Project.

10.The use of any area within the Project as sleeping quarters is strictly prohibited at all times.

11.The Tenant shall keep the windows and doors of the Premises (including those opening on corridors and all doors between rooms entitled to receive heating or air-conditioning service and rooms not entitled to receive such service) closed while the heating or air-conditioning system is operating, in order to minimize the energy used by, and to conserve the effectiveness of, such systems.  The Tenant shall comply with all reasonable rules and regulations from time to time promulgated by the Landlord with respect to such systems or their use.

12.The Landlord shall have the right to prescribe the weight and position of inventory and of other heavy equipment or fixtures, which shall, if considered necessary by the Landlord, stand on plank strips to distribute their weight.  Any and all damage or injury to the Project arising out of the Tenant’s equipment being on the property shall be repaired by the Tenant at its expense.  The Tenant shall not install or operate any machinery whose installation or operation may affect the structure of the Building without first obtaining the Landlord’s written consent thereto, and the Tenant shall not install any other equipment of any kind or nature whatsoever which may necessitate any change, replacement or addition to, or in the use of, the water system, the heating system, the plumbing system, the air-conditioning system or the electrical system of the Premises, the Building or the Project without first obtaining the Landlord’s written consent thereto.  Business machines and mechanical equipment belonging to the Tenant which cause noise or vibration that may be transmitted to the structure of the Building, any other buildings on the Project, or any space therein to such a degree as to be objectionable to the Landlord or to any tenant, shall be installed and maintained by the Tenant, at

its expense, on vibration eliminators or other devices sufficient to eliminate such noise and vibration.  The Tenant shall remove promptly from any sidewalks and other areas on the Project any of the Tenant’s furniture, equipment, inventory or other material delivered or deposited there.

13.The Tenant shall not place or permit its agents, employees or invitees to place any thing or material on the roof or in the gutters and downspouts of the Building or cut, drive nails into or otherwise penetrate the roof, without first obtaining the Landlord’s written consent thereto.  The Tenant shall be responsible for any damage to the roof caused by its employees or contractors.  The Tenant shall indemnify the Landlord and hold the Landlord harmless against expenses incurred to correct any damage to the roof resulting from the Tenant’s violation of this rule, as well as any consequential damages to the Landlord or any other tenant of the Project.  The Landlord shall repair damage to the roof caused by the Tenant’s acts, omissions or negligence and the Tenant shall reimburse the Landlord for all expenses incurred in making such repairs.  The Landlord or its agents may enter the Premises at all reasonable hours to make such roof repairs.  If the Landlord makes any expenditure or incurs any obligation for the payment of money in connection therewith, including but not limited to attorneys’ fees in instituting, prosecuting or defending any action or proceeding, such sums paid or obligations incurred, with interest at the Default Rate, and costs, shall be deemed to be Additional Rent and shall be paid by the Tenant to the Landlord within five (5) days after rendition of any bill or statement to the Tenant therefor.  The Tenant shall not place mechanical or other equipment on the roof without the Landlord’s prior written consent, which shall be conditioned in part upon the Landlord’s approval of the Tenant’s plans and specifications for such installations.  The costs of any roof improvements made pursuant hereto shall be borne by the Tenant.

14.The Landlord reserves the right to institute energy management procedures when necessary.

15.The Tenant shall assure that the doors of the Premises are closed and locked and that all water faucets, water apparatus and utilities are shut off before the Tenant and its employees leave the Premises each day.

16.The Landlord shall have the right to rescind, suspend or modify these Rules and Regulations and to promulgate such other rules or regulations as, in the Landlord’s reasonable judgment, are from time to time needed for the safety, care, maintenance, operation and cleanliness of the Building or the Project, or for the preservation of good order therein.  Upon the Tenant’s having been given notice of the taking of any such any action, the Rules and Regulations as so rescinded, suspended, modified or promulgated shall have the same force and effect as if in effect at the time at which the Tenant’s lease was entered into (except that nothing in the Rules and Regulations shall be deemed in any way to alter or impair any provision of such lease).

17.Nothing in these Rules and Regulations shall give any tenant any right or claim against the Landlord or any other person if the Landlord does not enforce any of them against any other tenant or person (whether or not the Landlord has the right to enforce them against such tenant or person), and no such non-enforcement with respect to any tenant shall constitute a waiver of the right to enforce them as to the Tenant or any other tenant or person.

18.In any instance in which the Landlord’s prior consent or approval is required, the Landlord shall have the right to withhold or condition such consent or approval in its sole discretion.

STRUEVER BROS. ECCLES & ROUSE

July 24, 2008

Mr. Paul J. Palmieri, CEO/President

Millenial Media, Inc.

2400 Boston Street

Baltimore, Md. 21224

As you know, Can Company, LLC (“Landlord”) and Millenial Media (“Tenant”) are in the process of negotiating a Lease for the premises located at 2400 Boston Street, Suite 300, Baltimore, Maryland 21224 and it is anticipated that a Lease will be executed in the near future.

Millenial Media has requested Landlord’s permission to commence construction in the premises prior to the actual execution of a Lease. Landlord will consent to Tenant entering the premises to do its construction work upon the following terms and conditions.

1.Tenant shall indemnify Landlord and all occupants of the building against any and all claims arising out of Tenant’s construction work or other activity in the premises.

2.All of tenant’s construction shall be in accordance with plans to be approved by Landlord and no work shall commence prior to Tenant’s receipt of Landlord’s approval.

3.Tenant’s continued use of the premises shall be subject to the execution of a Lease mutually acceptable to Landlord and Tenant. If the parties shall not have executed a Lease within thirty (30) days of this letter, Tenant agrees to vacate the premises and Landlord shall have no liability to Tenant and Tenant shall have no liability to Landlord.

If you are in agreement with the foregoing, please sign where indicated below and return a copy of this letter to me via facsimile at 410-558-0544 or email.

Sincerely,
/s/ Suzanne D. Marks
Suzanne D. Marks
Associate Property Manager
Struever Bros Eccles and Rouse, Inc.
Agreed and Acknowledged:
/s/ Paul J. Palmieri		7-24-08
Paul J. Palmieri, CEO/President		Date
CONSTRUCTION	Joy Building @ Tide Point
DEVELOPMENT	1040 Hull Street, Suite 200
PROPERTY MANAGEMENT	Baltimore, MD 21230
	www.sber.com
	443.573.4000

COMMENCEMENT MEMORANDUM

THIS COMMENCEMENT MEMORANDUM, dated November 18, 2008 by and between The Can Company LLC, a Maryland limited liability company (hereinafter called “Landlord”) and Millennial Media, Inc., a Delaware corporation (hereinafter called “Tenant).

WITNESSETH THAT

By the Lease Agreement dated July 11th, 2008 the Landlord demised and let to Tenant premises located at 2400 Boston Street within Unit 301 as more particularly set forth in the lease agreement.

Pursuant to the provisions of the Lease, the parties enter into this Commencement Memorandum to establish the information hereinafter contained.

NOW, THEREFORE, intending to be bound, the parties agree as follows:

A.The following dates are established:

Lease Commence Date — July 11th, 2008

Earlier Rent Commence date request — August 1st, 2008

Rent Commence Date — October 1st, 2008

Termination Date: - September 30th, 2013

Space: 301

B.The size of Tenant’s Premises is an area of 16057 square feet of rentable area.

C.The execution of this Agreement shall not constitute the exercise by Tenant of any option it may have to extend the term of the Lease.

D.The Lease is in full force and effect and is hereby ratified and confirmed.

The forgoing information shall be determinative for all purposes of the Lease and shall be hereafter used for all computation set forth therein.

IN WITNESS WHEREOF, the parties have executed this Commencement Memorandum as of the date and year first above written.

ATTEST:
/s/ [ILLEGIBLE]		Landlord
Date:	11/21/2008
ATTEST:
/s/ Paul Palmieri		Tenant
Date:	12/1/08

FIRST ADDENDUM TO LEASE AGREEMENT

This First Addendum to Lease Agreement is made this 12 day of December, 2011, by and between Can Company, LLC, a Maryland limited liability company (hereinafter the “Landlord”), and Millennial Media, Inc., a Delaware corporation (hereinafter the “Tenant”).

Reference is made to the Lease and exhibits thereto dated July 11th, 2008, between Landlord and Tenant, (hereinafter collectively, the “Lease”) for the Lease of a certain space having a rental area of approximately 16,057 sq. ft. of office space located on the third floor in the property known as the Signature Building at the Can Company, located at 2400 Boston Street, Baltimore, Maryland.

WHEREAS, Tenant executed the foregoing Lease with the Landlord; and

WHEREAS, the parties desire to add additional space to be part of the “Premises” of the Lease, and to otherwise modify certain terms of the Lease; and

WHEREAS, the parties desire to memorialize the terms of the Lease modification in writing and this First Addendum is being executed in connection therewith.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties do hereby agree as follows:

1.That the definition of “Premises” is hereby modified, and the following shall be added to the current definition of same, just after the words “Exhibit B”, and before the word “provided”:

and also means that certain space having a rentable area of 4,222 square feet of rental space on the 4th floor and located in the Signature Building at The Can Company, as more particularly depicted on Exhibit B -1;

2.That the Term for the Premises being added hereunder shall commence on December 21st, 2011 and shall terminate on September 30th, 2013.

3.Section 4.1 (a) of the Lease shall be modified by adding the following table to be applicable only for the portion of the Premises being added hereunder as depicted on Exhibit B-1, and therefore, Base Rent for such Premises being added hereunder shall be as follows:

Lease Years	Rent PSF		Annual Rent		Monthly Rent
12/21/11 – 9/30/12	$	21.86	$	92,292.92	$	7,691.08
10/1/12 – 9/30/13	$	22.52	$	95,079.44	$	7,923.29

4.Landlord shall include, as part of the Base Rent set forth in paragraph 3 above, one (1) parking space per 1,000 square feet leased by Tenant.

All other terms of section 4.1 of the Lease shall be applicable to the Premises being added hereunder.

5.That the following is hereby added to the end of section 4.3.2, and is applicable only to the Premises being added hereunder, and this language shall control the Premises being added hereunder, rather than the existing language in section 4.3.2:

Tenant shall pay its proportionate share of increases in Operating Expenses and Real Estate Taxes over the Base Year. The Base Year for Operating Expenses shall be 2009, grossed up to reflect a 95% occupied Building. The Base Year for Real Estate Taxes shall be tax year 2009 — 2010.

6.That the following section 8(b) shall replace the existing section 8(b) of the Lease, but only as to the Premises being added hereunder, and this language shall control the Premises being added hereunder, rather than the existing language in section 8(b):

(b) Tenant shall be responsible for all electricity to the Premises, including lights, outlets, VAV boxes, and Tenant’s proportionate share of the air handling units on the floor, and after-hours HVAC service to the Premises. Tenant shall pay for electric current supplied to or used in the Premises. Landlord may calculate Tenant’s electric consumption, and calculate the amount due therefore, in any commercially reasonable manner, both parties acknowledging that there is not a separate electric meter for the Premises, nor can same be sub-metered. Landlord shall not be liable for damages arising as a result of service interruptions caused by any electric service provider.

7.The Premises being added hereunder are being delivered to the Tenant “where is, as is”.

8.Tenant shall pay unto Landlord the sum of $7,691.08 at the time this First Addendum is signed, to be held by Landlord as a security deposit for the faithful performance of Tenant’s duties.

9.The parties hereto hereby acknowledge and agree that, in connection with the leasing of the Premises being added hereunder, Tenant has used the services of David Fields of CBRE. Any and all commissions due such brokers shall be paid in accordance with the terms and conditions set forth in a separate written agreement or agreements between the Landlord and such broker. Subject to the foregoing, each party hereto hereby represents and warrants to the other that, in connection with such leasing, the party so representing and warranting has not dealt with any real estate broker, agent or finder, and there is no commission, charge or other compensation due on account thereof. Each party hereto shall indemnify and hold harmless the other against and from any inaccuracy in such party’s representation

10.That all terms used in this First Addendum to Lease Agreement shall have the meanings given unto them in the afore-referenced Lease.

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11.This First Addendum to Lease Agreement is effective as of the date set forth above.

12.Waiver of Jury Trial. Landlord and Tenant, (collectively, the “Parties”) hereby waive trial by jury in any action or proceeding to which they or any of them may be a party arising out of or in any way related to this First Addendum to Lease Agreement. It is understood that this waiver constitutes a waiver of trial by jury of all claims against all parties to such actions or proceedings. This waiver is knowingly, willingly, and voluntarily made by the Parties, and each party represents that no representations of fact or opinion have been made by any individual to induce this waiver of trial by jury or to in anyway modify or nullify its effect. The Parties acknowledge and agree that this provision is a specific and material aspect of this First Addendum. The Parties each represent that it has been represented in the signing of this First Addendum to Lease Agreement and in the making of this waiver by independent legal counsel, and that it has had an opportunity to discuss this waiver with counsel.

13.Except as otherwise modified herein, all of the terms, covenants and conditions of the afore-referenced Lease shall remain unchanged.

IN WITNESS WHEREOF, the parties hereto have placed their hands and seals hereto the day and year first above written.

WITNESS or ATTEST:	LANDLORD:
	CAN COMPANY, LLC
/s/ [ILLEGIBLE]	By:	/s/ J. Martin Lastner		(Seal)
	Name:	J. Martin Lastner
	Title:	Its Authorized Agent
TENANT
	MILLENNIAL MEDIA, INC.
	By:	/s/ Ho Shin		(Seal)
/s/ [ILLEGIBLE]		Name:	Ho Shin
		Title:	General Counsel

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EX-10.5

Exhibit 10.5

Sublease

1.PARTIES.

This Sublease, dated February                   , 2011 (“Effective Date”), is made between TRAVELCLICK, Inc., a Delaware corporation (“Sublessor”), and Millennial Media, Inc., a Maryland Corporation (“Sublessee”).

2.MASTER LEASE.

Sublessor is the tenant of that certain lease dated, wherein The Can Company LLC (“Lessor”) leased to Sublessor the real property located in the City of Baltimore State of Maryland described as approximately fourteen thousand rentable square feet located on the second (2nd) floor of 2400 Boston Street. (“Master Premises”). Said Lease is herein collectively referred to as the “Master Lease” and is attached hereto as Exhibit “A”. Sublessee shall be entitled to all rights, benefits and entitlements of Sublessor under the Master Lease to the extent the same relate to the Premises, including, but not limited to, access, heating, ventilating, air conditioning, electricity, water, janitorial services and repairs which are required to be provided to the Premises by Lessor pursuant to the Master Lease. Sublessee is hereby granted the right to enforce all provisions of the Master Lease to the extent the same apply or pertain to the Premises an/or any other portion of the Building or the Project, excluding any portion of the Premises not subleased to Sublessee, if any.

3.PREMISES.

Sublessor hereby subleases to Sublessee on the terms and conditions set forth in this Sublease the following portion of the Master Premises (“Premises”): fourteen thousand three hundred and sixty-four (14,364) rentable square feet located on the second (2nd ) floor of 2400 Boston Street Baltimore MD 21202. The Premises shall be delivered to Sublessee in “as-is” condition as shown on the attached space plan, Exhibit B. In addition to the Premises, Sublessor hereby conveys to Sublessee all of the Sublessor’s right, title and interest in and into all improvements existing the Premises as of the first day of the terms of this Sublease.

4.FURNITURE.

Sublessor and Sublessee acknowledge that the lease of the Premises includes the right to use the existing furniture present in the Premises as of the Effective Date (collectively, the “Furniture”), throughout the Sublease term. At the end of the Sublease term, Sublessee will have the right to purchase the furniture at a price to be mutually agreed upon by both parties. Sublessor represents that: (a) Sublessor is the sole, true and lawful owner of the Furniture; (b) no lien, mortgage or encumbrance exists as to any of the Furniture to the extent such lien, mortgage or other encumbrance would restrict Sublessee’s use of the Furniture, or Sublessor’s ability to transfer the Furniture to Sublessee if and when required under this Sublease.

5.WARRANTIES BY SUBLESSOR.

Sublessor warrants and represents to Sublessee the following:

a.that the Master Lease has not been amended or modified except as expressly set forth herein;

b.that the Master Lease is in full force and effect, that Sublessor is not now, and as of the commencement of the Term hereof will not be, in default or breach of any of the provisions of the Master Lease;

c.that Sublessor has no knowledge of any claim by Lessor that Sublessor is in default or breach of any of the provisions of the Master Lease;

d.that Sublessor is a Delaware corporation duly formed and existing in good standing under the laws of the State of Delaware;

e.that Sublessor is registered and duly authorized to do business as a foreign entity in the State of Maryland;

f.that Sublessor has the full right and authority to execute and deliver this Sublease;

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g.that the individual(s) executing this Sublease on behalf of Sublessor has the full right, legal power and actual authority to bind Sublessor to the terms and conditions of this Sublease;

h.that to Sublessor’s knowledge, the Premises is in compliance with all applicable laws, rules, regulations, and requirements of governmental and quasi-governmental authorities having jurisdiction;

i.there are no pending or threatened actions, suits or proceedings before any court or administrative agency against the Sublessor which could adversely affect the Premises or any part thereof or the ability of Sublessor to perform its obligations under this Sublease;

j.to the best of Sublessor’s knowledge, there are no defects or deficiencies in the Premises or any systems or servicing the Premises, and that all systems serving the Premises are in good working order and repair; and

k.to the best of Sublessor’s knowledge, there are no hazardous materials in the Premises in violation of any applicable laws, rules, regulations or the requirements of governmental or quasi-governmental authorities.

6.TERM.

The Term of this Sublease shall commence March 1, 2011 contingent upon the full execution of a Sublease document and Landlord’s consent (“Commencement Date”) and end on April 30, 2016. In the event the Term commences on a date other than the Commencement Date, Sublessor and Sublessee shall execute a memorandum setting forth the actual date of commencement of the Term. Possession of the Premises (“Possession”) shall be delivered to Sublessee on the commencement of the Term. If for any reason Sublessor does not deliver Possession to Sublessee on the commencement of the Term, Sublessor shall not be subject to any liability for such failure, the Termination Date shall not be extended by the delay, and the validity of this Sublease shall not be impaired, but rent shall abate until delivery of Possession. Notwithstanding the foregoing, if Sublessor has not delivered Possession to Sublessee within thirty (30) days after the Commencement Date, then at any time thereafter and before delivery of Possession, Sublessee may give written notice to Sublessor of Sublessee’s intention to cancel this Sublease. Said notice shall set forth an effective date for such cancellation which shall be at least ten (10) days after delivery of said notice to Sublessor. If Sublessor delivers Possession to Sublessee on or before such effective date, this Sublease shall remain in full force and effect. If Sublessor fails to deliver Possession to Sublessee on or before such effective date, this Sublease shall be cancelled, in which case all consideration previously paid by Sublessee to Sublessor on account of this Sublease shall be returned to Sublessee, this Sublease shall thereafter be of no further force or effect, and Sublessor shall have no further liability to Sublessee on account of such delay or cancellation.

Upon full execution of the Sublease, but no earlier than February 15, 2011, Sublessee shall have the right to enter the Premises for the purpose of installing telephone and data equipment and cabling, furniture, trade fixtures, equipment, and similar items (“Early Access”). Such Early Access shall not advance the Termination Date and shall be subject to the provisions of this Sublease, including without limitation the payment of Rent.

7.RENT.

6.1Minimum Rent. Sublessee shall pay to Sublessor as minimum rent (“Rent”), without deduction, setoff, notice, or demand or at such other place as Sublessor shall designate from time to time by notice to Sublessee, the Rent set forth on the schedule below. This is a full service lease, and Rent shall include all operating costs (with the exception of electric as set forth below), real estate taxes and costs for insurance maintained by Landlord for the Building and the Land containing the Building. Rent shall be paid to Sublessor in advance on the first day of each month of the Term. The schedule of rent is as follows:

Year	Per Sq. Ft.		Annual		Monthly
Months 1-6	Free
Months 7-12	$	21.00	$	301,644.00	$	25,137.00
Months 13-24	$	21.74	$	312,273.36	$	26,022.78
Months 25-36	$	22.50	$	323,190.00	$	26,932.50
Months 37-48	$	23.28	$	334,393.92	$	27,866.16
Months 49-60	$	24.10	$	346,172.40	$	28,847.70
Months 61-63	$	24.94	$	358,238.16	$	29,853.18

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8.USE OF PREMISES.

The Premises shall be used and occupied only for general office use, and ancillary uses thereto, and for no other use or purpose.

9.PARKING.

Sublessor shall provide Sublessee with fourteen (14) parking spaces in accordance with the terms of the Master Lease.

10.SERVICES.

Sublessee shall be entitled to all those services, amenities and utilities from Lessor which Lessor is required to provide to Sublessor under the terms of the Master Lease with respect to the Premises. Sublessor covenants and agrees to use its best efforts to procure, protect and enforce such rights, benefits and entitlements in accordance with the Master Lease on behalf of Sublessee, at no cost to Sublessee.

11.ASSIGNMENT AND SUBLETTING.

Sublessee shall not assign this Sublease or further sublet all or any part of the Premises without the prior written consent of Sublessor (and the consent of Lessor, if such is required under the terms of the Master Lease), provided Sublessor’s consent shall not be unreasonably withheld, conditioned or delayed.

12.SURRENDER.

At the expiration of or earlier termination of this Sublease or upon the termination of Sublessee’s right to possess the Premises, Sublessee shall deliver to Sublessor the Premises in broom clean condition, ordinary wear and tear and insured damage by fire or other casualty excepted, and provided Sublessee elects not to purchase the Furniture from Sublessor, Sublessee shall deliver the Furniture in the same condition it was in on the applicable Sublease Commencement Date, reasonable wear and tear and damage due to casualty excepted

13.OTHER PROVISIONS OF SUBLEASE.

All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises thereunder, except for the following: Article 4 and Article 5,

Anything contained in this Sublease to the contrary notwithstanding, Sublessee agrees that Sublessor shall have no obligation or responsibility whatsoever (i) to obtain or to maintain fire, “all risk”, casualty or any other property damage insurance or to make restorations or repairs after damage to the Building or the Premises by fire or other casualty, or after condemnation, (ii) to provide any of the services, including without limitation water, electricity, heating, ventilation, elevator, air conditioning or janitorial, required to be performed or furnished by Landlord under the Master Lease, (iii) to make the repairs or alterations required to be made by Landlord under the Master Lease or (iv) to perform any other related obligations under the Master Lease. Sublessee understands and agrees that each such obligation shall be provided or performed by Landlord and not by Sublessor; provided however that, where Sublessee notifies Sublessor that Landlord is not supplying services to the Premises as required under the Master Lease, Sublessor shall promptly request Landlord to provide such services. Sublessee assumes and agrees to perform the Sublessor’s obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master

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Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.

14.HOLDOVER.

If Sublessee fails to surrender possession of the Sublease Premises on the Termination Date or otherwise holds over in the Premises, Sublessee shall be subject to the terms of Section 3.5 of the Master Lease.

15.ATTORNEYS’ FEES.

If Sublessor, Sublessee, or Broker shall commence an action against the other arising out of or in connection with this Sublease, the prevailing party shall be entitled to recover its costs of suit and reasonable attorney’s fees.

16.AUTHORIZATION TO DIRECT SUBLEASE PAYMENTS.

Sublessor hereby acknowledges that its failure to pay rent or other amounts owing by it to Lessor under the Master Lease will cause Sublessee to incur damages, costs and expenses not contemplated by the Sublease, especially in those cases where Sublessee has paid sums to the Sublessor hereunder which correspond in whole or in part to the amounts owing by Sublessor to Lessor under the Master Lease (collectively, the “Default Event”), and, in the event of a Default Event, Sublessee shall have the right to pay directly to Lessor all Rent and any other sums owing by Sublessee to Sublessor hereunder for those items which are also owed by Sublessor to Lessor under the Master Lease.

17.AGENCY DISCLOSURE:

Sublessor and Sublessee each warrant that they have dealt with no other real estate broker in connection with this transaction except: CB RICHARD ELLIS, INC., who represents Sublessor.

In the event CB RICHARD ELLIS, INC., represents both Sublessor and Sublessee, Sublessor and Sublessee hereby confirm that they were timely advised of the dual representation and that they consent to the same, and that they do not expect said broker to disclose to either of them the confidential information of the other party.

18.COMMISSION:

Upon execution of this Sublease, and consent thereto by Lessor (if such consent is required under the terms of the Master Lease), Sublessor shall pay Broker a real estate brokerage commission in accordance with Sublessor’s contract with Broker for the subleasing of the Premises, if any, and otherwise in the amount of per separate agreement, for services rendered in effecting this Sublease. Broker is hereby made a third party beneficiary of this Sublease for the purpose of enforcing its right to said commission.

19.NOTICES:

All notices and demands which may or are to be required or permitted to be given by either party to the other hereunder shall be in writing. All notices and demands by the Sublessor to Sublessee shall be sent by United States Mail, postage prepaid, addressed to the Sublessee at the Premises, and to the address herein below, or to such other place as Sublessee may from time to time designate in a notice to the Sublessor. All notices and demands by the Sublessee to Sublessor shall be sent by United States Mail, postage prepaid, addressed to the Sublessor at the address set forth herein, and to such other person or place as the Sublessor may from time to time designate in a notice to the Sublessee.

To Sublessor:	300 N. Martingale Road
	Suite 500
	Schaumburg, Illinois 60173
	Attention: CFO
With a copy to:

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To Sublessee:	At the Premises (After the Commencement Date)
	2400 Boston Street (Prior to the Commencement Date)
	Third Floor
	Baltimore, Maryland 21224
At all times with a copy to:	Cooley LLP
	11951 Freedom Drive
	Suite 1500
	Reston, Virginia 20190
	Attention: John G. Lavoie, Esq.

20.CONSENT BY LESSOR.

Following the full execution of this Sublease, Sublessor shall diligently and in good faith pursue the procurement of the Lessor’s consent to this Sublease. THIS SUBLEASE SHALL BE OF NO FORCE OR EFFECT UNLESS CONSENTED TO BY LESSOR WITHIN 10 DAYS AFTER EXECUTION HEREOF, IF SUCH CONSENT IS REQUIRED UNDER THE TERMS OF THE MASTER LEASE.

21.COMPLIANCE.

The parties hereto agree to comply with all applicable federal, state and local laws, regulations, codes, ordinances and administrative orders having jurisdiction over the parties, property or the subject matter of this Agreement, including, but not limited to, the 1964 Civil Rights Act and all amendments thereto, the Foreign Investment In Real Property Tax Act, the Comprehensive Environmental Response Compensation and Liability Act, and The Americans With Disabilities Act.

Sublessor: TravelCLICK		Sublessee: Millennial Media, Inc.
By:	/s/ [ILLEGIBLE]	By:	/s/ Michael B. Avon
Title:	EVP - Global Operations	Title:	EVP & CFO
Date:	February 4, 2011	Date:	February 3, 2011

LESSOR’S CONSENT TO SUBLEASE

The undersigned (“Lessor”), lessor under the Master Lease, hereby consents to the foregoing Sublease without waiver of any restriction in the Master Lease concerning further assignment or subletting. Lessor certifies that, as of the date of Lessor’s execution hereof, Sublessor is not in default or breach of any of the provisions of the Master Lease, and that the Master Lease has not been amended or modified except as expressly set forth in the foregoing Sublease.

Lessor:

By:

Title:

CONSULT YOUR ADVISORS - This document has been prepared for approval by your attorney. No representation or recommendation is made by Broker as to the legal sufficiency or tax consequences of this document or the transaction to which it relates. These are questions for your attorney. In any real estate transaction, it is recommended that you consult with a professional, such as a civil engineer, industrial hygienist or other person, with experience in evaluating the condition of the property, including the possible presence of asbestos, hazardous materials and underground storage tanks.

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FIRST ADDENDUM TO SUBLEASE AGREEMENT

This First Addendum to Sublease Agreement is made this 1st day of March, 2011, by and between TRAVELCLICK, Inc., a Delaware corporation (hereinafter “Sublessor”) and Millennial Media, Inc., a Maryland Corporation (“Sublessee”).

  WHEREAS, the parties hereto executed a Sublease dated February 4th, 2011 for the Premises located in the City of Baltimore State of Maryland, and described as approximately fourteen thousand three hundred and sixty-four (14,364) rentable square feet located on the second floor of the Signature Building of 2400 Boston Street, Baltimore, Maryland. (“Master Premises”); and

WHEREAS the parties hereto desire to incorporate by reference the Consent of the Lessor, which Consent is referenced in the aforementioned Sublease, and to modify the terms of said Sublease as it relates to the Lessor’s Consent; and

WHEREAS, the parties desire to reduce said modification to a written agreement

NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Section 20 of the Sublease is hereby deleted and replaced with the following:

20.CONSENT BY LESSOR.

THIS SUBLEASE SHALL BE OF NO FORCE OR EFFECT UNLESS CONSENTED TO BY LESSOR, AS REQUIRED UNDER THE TERMS OF THE MASTER LEASE, WITHIN 10 DAYS AFTER EXECUTION HEREOF BY THE PARTIES. SAID CONSENT, IF GRANTED, SHALL BE DONE PURSUANT TO THE TERMS OF THE “CONSENT TO SUBLEASE” FORM ATTACHED HERETO AS EXHIBIT “A”, THE TERMS OF WHICH SUBLESSOR AND SUBLESSEE AGREE TO, AND SHALL ABIDE BY, IN THE EVENT SAID CONSENT IS GRANTED BY LESSOR.

2.Except as otherwise modified herein, all of the terms, covenants and conditions of the afore-referenced Sublease shall remain unchanged.

IN WITNESS WHEREOF, each party hereto has executed and ensealed this First Addendum to Sublease, or caused it to be executed and ensealed on its behalf by its duly authorized representatives, on the date first above written.

WITNESS/ATTEST	SUBLESSOR:
	TravelClick, Inc.
/s/ [ILLEGIBLE]	By:	/s/ [ILLEGIBLE]	(Seal)
	Title:	EVP - Operations
	Date:	3/1/2011
	SUBLESSEE:
	Millennial Media, Inc.
/s/ Jennifer Russo	By:	/s/ Ho Shin	(Seal)
Jennifer Russo	Title:	General Counsel
	Date:	3/1/11

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EX-10.6

Exhibit 10.6

SUBLEASE

by and between

CAN COMPANY TENANT LLC

(Landlord)

and

MILLENNIAL MEDIA, INC.

(Tenant)

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TABLE OF CONTENTS

1.	DEFINITIONS	1
2.	PREMISES; MEASUREMENT	7
3.	TERM	7
4.	RENT; SECURITY DEPOSIT	8
5.	TAXES	13
6.	USE OF PREMISES	14
7.	INSURANCE AND INDEMNIFICATION	18
8.	SERVICES AND UTILITIES	22
9.	REPAIRS AND MAINTENANCE	24
10.	IMPROVEMENTS	25
11.	LANDLORD’S RIGHT OF ENTRY	26
12.	DAMAGE OR DESTRUCTION	26
13.	CONDEMNATION	27
14.	ASSIGNMENT AND SUBLETTING	28
15.	RULES AND REGULATIONS	30
16.	SUBORDINATION AND ATTORNMENT	30
17.	DEFAULTS AND REMEDIES	32
18.	ESTOPPEL CERTIFICATE	35
19.	QUIET ENJOYMENT	35
20.	NOTICES	36
21.	GENERAL	36

Exhibits

A     Plan showing Project and Building

B     Drawing showing approximate location of Premises

C     Current Rules and Regulations

D     Interior Common Area

E      Copy of Prime Lease

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SUBLEASE

THIS SUBLEASE (the “Lease”) is made on this 27th day of September, 2010 (the “Effective Date”), by and between CAN COMPANY TENANT LLC, a Maryland limited liability company (the “Landlord”), and MILLENNIAL MEDIA, INC., a Delaware corporation (the “Tenant”).

RECITALS

WHEREAS, Landlord is now the tenant under that certain Master Lease Agreement dated May 30, 2007 by and between Can Company LLC (“Prime Landlord”) and Landlord (the “Prime Lease”);

WHEREAS, Landlord desires to sublease to Tenant, and Tenant desires to sublease from Landlord, the Premises on the terms and conditions herein;

NOW, THEREFORE, in consideration of the agreements and covenants hereinafter set forth, Landlord and Tenant mutually agree as follows:

1.             DEFINITIONS.

1.1.          As used herein, the following terms shall have the following meanings:

“Base Operating Costs” means Operating Costs incurred for the 2010 calendar year (the “Base Year”). If less than 95% of the rentable square feet in the Project is occupied by tenants or Landlord is not supplying services to 95% of the rentable square feet of the Project at any time during any calendar year (including the Base Year), then Operating Costs for such calendar year shall be an amount equal to the Operating Costs which would normally be expected to be incurred using reasonable projections and reasonable extrapolations from existing cost data had 95% of the Project’s rentable square feet been occupied and had Landlord been supplying services to 95% of the Project’s rentable square feet throughout such calendar year. Furthermore, if after the Base Year, the Landlord provides additional services or incurs cost items in a category not otherwise covered in Operating Costs as defined herein, the Base Operating Costs shall be increased in a manner as reasonably determined by Landlord to include such additional matter.

“Base Rent” has the meaning given it in subsection 4.1.

“Base Taxes” means Taxes incurred for the state fiscal tax year 2010-2011.

“Building” means one (1) building and related accessory uses in the development known as The Can Company, and located at 2400 Boston Street in Baltimore City, Maryland. The Building is more particularly shown on Exhibit A, subject to adjustment from time to time.

“Building Service Equipment” means all apparatus, machinery, devices, fixtures, appurtenances, equipment and personal property now or hereafter located on the Premises and owned by the Landlord.

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“Common Areas” means those areas and facilities of the Project which may be designated by the Landlord from time to time as common areas (portions of which may from time to time be relocated and/or reconfigured by the Landlord in its sole discretion so long as reasonable access to and from the Premises is maintained), which Common Areas include footways, sidewalks, Parking Areas, lobbies, elevators, stairwells, corridors, restrooms, and certain exterior areas on the Project, subject, however, to the Rules and Regulations.

“Default Rate” means an annual floating rate of interest equal to two (2) percentage points in excess of the prime rate of interest as announced from time to time by Bank of America, or its successor.

“Interior Common Area” means that area designated on Exhibit D which consists of a catwalk/bridge.

“Insurance Premiums” means the aggregate of any and all premiums paid by the Landlord for hazard, liability, loss-of-rent, workmens’ compensation, boiler and machinery or similar insurance upon any or all of the Project.

“Landlord” means the Person hereinabove named as such and its successors and assigns.

“Lease Year” means (a) the period commencing on the Rent Commencement Date and terminating at 11:59 p.m. on the first anniversary of the last day of the month in which the Rent Commencement Date occurs, and (b) each successive period of twelve (12) calendar months thereafter during the Term.

“Operating Costs” means any and all costs and expenses incurred by the Landlord for services performed by the Landlord or by others on behalf of the Landlord with respect to the operation and maintenance of the Premises, Building, the Project, and the Common Areas located therein and serving or allocable to the Premises (including the Parking Areas) in a manner deemed reasonable and appropriate by Landlord, including, without limitation, all costs and expenses of:

(a)operating, maintaining, repairing, lighting, signing, cleaning, removing trash from, painting, striping, controlling of traffic in, controlling of rodents in, policing and securing the Common Areas (including, without limitation, the costs of parking lot attendants, uniforms, equipment, assembly permits, supplies, materials, security alarm and life safety systems, and maintenance and service agreements);

(b)purchasing and maintaining in full force insurance for the Project as deemed necessary in Landlord’s discretion (including, without limitation, liability insurance for personal injury, death and property damage, rent insurance, insurance against fire, extended coverage, theft or other casualties, workers’ compensation insurance covering personnel, fidelity bonds for personnel, insurance against liability for defamation and claims of false arrest occurring on or about the Common Areas, and plate glass insurance);

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(c)operating, maintaining, repairing and replacing machinery, furniture, accessories and equipment used in the operation and maintenance of the Project, and the personal property taxes and other charges incurred in connection with such machinery, furniture, accessories and equipment;

(d)maintaining and repairing roofs, awnings, paving, curbs, walkways, drainage pipes, ducts, conduits, grease traps and lighting fixtures throughout the Common Areas;

(e)interior and exterior planting, replanting and replacing flowers, shrubbery, trees, grass and planters;

(f)providing electricity, heating, ventilation and air conditioning to the Common Areas and HVAC service to the Building (it being understood that Tenant shall pay for its own electricity and that the costs of any electricity that is provided to other tenants shall not be included in Operating Costs), and operating, maintaining and repairing any equipment used in connection therewith, including, without limitation, costs incurred in connection with determining the feasibility of installing, maintaining, repairing or replacing any facilities, equipment, systems or devices which are intended to reduce utility expenses of the Project as a whole and repair and maintenance of HVAC facilities and related electrical and mechanical equipment serving all rentable square feet of office space in the Project;

(g)water and sanitary sewer services and other services, if any, furnished to the Premises, Common Areas and all rentable square feet of office space in the Project for the non-exclusive use of tenants;

(h)parcel pick-up, delivery and other similar services;

(i)enforcing any operating agreements pertaining to the Common Areas or any portions thereof, and any easement and/or rights agreements entered into by the Landlord for the benefit and use of the Landlord, the Project or tenants thereof, or any arbitration or judicial actions undertaken with respect to the same;

(j)cleaning, maintaining and repairing the Project, including, without limitation, exhaust systems, sprinkler systems, pumps, fans, switchgear, loading docks and ramps, freight elevators, escalators, passenger elevators, stairways, service corridors, delivery passages, utility plants, transformers, doors, walls, floors, skylights, ceilings and windows;

(k)commercially reasonable, out-of-pocket, third party accounting, audit and management fees and expenses, including a commercially reasonable property management fee not to exceed five percent (5%), payroll, payroll taxes, employee benefits and related expenses of all personnel engaged in the operation, maintenance, and management of the Project, including, without limitation, any maintenance personnel, secretaries and bookkeepers (including, specifically, uniforms and working clothes and the cleaning thereof, tools, equipment and

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supplies used by such personnel, and the expenses imposed on or allocated to the Landlord or its agents pursuant to any collective bargaining or other agreement), office expenses for on-site maintenance and/or management office;

(l)the cost and expense of complying with all federal, state and local laws, orders, regulations and ordinances applicable to the Project which are now in force, or which may hereafter be in force;

(m)the cost (including legal, architectural and engineering fees incurred in connection therewith) of any improvement made to the Project during any Operating Year either (x) in order to comply with a legal requirement or insurance requirement, whether or not such legal requirement or insurance requirement is mandatory, (y) with the reasonable expectation by Landlord of reducing Operating Costs (as, for example, a labor-saving improvement) or enhancing services, or (z) in lieu of a repair; provided, however, (i) to the extent the cost of such improvement is required to be capitalized under generally accepted accounting principles, such cost shall be amortized over the useful economic life of such improvement as reasonably estimated by Landlord, and the annual amortization shall be deemed an Operating Cost in each of the Operating Years during which the cost of the improvement is amortized; and (ii) in no event shall the amount included in Operating Costs in connection with a capital improvement of the nature described in clause (y) above exceed the annual amount by which Operating Costs were reduced as a result of such capital;

(n)providing janitorial and trash removal services to the Project and Premises; and

(o)all other costs of maintaining, repairing or replacing any or all of the Building (including expenses of landscaping, snow, ice, water and debris removal, outdoor lighting, road maintenance and exterior signage relating to the Project);

Notwithstanding the foregoing, the following items shall be excluded from Operating Expenses:

(a)franchise or income taxes imposed upon Landlord;

(b)debt service on Mortgages and any costs and expenses relating to a refinancing or debt modification, including legal fees, title insurance premiums, survey expenses, appraisal, environmental report, or engineering report;

(c)leasing commissions, brokerage fees or legal fees incurred in connection with the negotiation and preparation of letters, deal memos, letters of intent, leases and related documents with respect to the leasing, assignment or subletting of space for any occupant of the Building;

(d)the cost of tenant installations incurred in connection with preparing space for a new tenant or refurbishing or renovating space for an existing tenant;

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(e)salaries and other compensations of personnel not involved in the day to day management and operations of the building.

(f)any expense for which Landlord is otherwise compensated through the proceeds of insurance or is otherwise compensated by any tenant (including Tenant) of the Building for services in excess of the services Landlord is obligated to furnish to Tenant hereunder;

(g)Landlord’s gifts to tenants and advertising and promotional costs for the Building;

(h)costs of compliance with the Americans with Disabilities Act;

(i)capital costs, depreciation or amortization (except as provided in the list of inclusions for Operating Costs under item (m) above);

(j)costs incurred by Landlord due to a violation of any lease in the Building or penalties or charges arising due to violation of any Legal Requirement or Insurance Requirement required to be complied with by Landlord;

(k)costs incurred from Landlord’s charitable or political contributions;

(l)attorneys fees and disbursements and other expenses, including settlements, incurred in connection with disputes with the Mortgagee or other tenants or occupants of the Building or associated with the enforcement of any leases or the defense of Landlord’s title or interest in the Project or any part thereof;

(m)bad debt losses or reserves;

(n)accounting fees incurred in preparing Landlord’s financial reports for Landlord, its partners, affiliates or any Mortgagee or in preparing Landlord’s tax returns or other accounting fees not directly related to the operation of the Building or the preparation of Operating Statements;

(o)all costs of correcting latent defects in construction of the Building, provided that Tenant shall have the burden of proof in establishing that such costs are attributable to latent defects in construction as opposed to ordinary wear and tear or other causes;

(p)travel and meal expenses of Landlord’s management and leasing employees;

(q)cost of increases in insurance premiums due solely to the activities of another tenant;

(r)cost of removal of Hazardous Wastes from the Project which were performed or should have been performed pursuant to environmental studies and recommendations received by Landlord in connection with the initial construction, renovation, and/or rehabilitation of the Building or due to any other pre-existing environmental condition; and

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(s)all costs applicable solely to any additional buildings constructed on the Project.

“Operating Year” means each respective calendar year or part thereof during the Term, or, at the Landlord’s option, any other 12-month period or part thereof designated by the Landlord during the Term.

“Parking Areas” means those portions of the Common Areas or other areas under Landlord’s control which from time to time are designated by the Landlord for the parking of automobiles and other automotive vehicles while engaged in business upon the Premises (other than while being used to make deliveries to and from the Premises).

“Person” means a natural person, a trustee, a corporation, a limited liability company, a partnership and/or any other form of legal entity.

“Premises” means that certain space having a rentable area of 2,195 square feet and located on the 2nd floor of The Annex Building, as more particularly depicted on Exhibit B; provided, that if at any time hereafter any portion of the Premises becomes no longer subject to this Lease, “Premises” shall thereafter mean so much thereof as remains subject to this Lease. The Can Company LLC is the fee simle owner of the Premises and the Building, and has leased the Premises to and the Building to the Landlord pursuant to that Master Lease Agreement dated May 30, 2007 by and between Can Company LLC as landlord and Can Company Tenant LLC as tenant.

Tenant specifically acknowledges that the wall between the Premises and the adjacent suite below (as more fully depicted on Exhibit D) is not a demising wall, and that the Premises are part of a space partially occupied by another tenant.

“Project” means that certain project located in Baltimore City known as The Can Company containing approximately 4.3 acres, more or less, together with the Building thereon. The Project is more particularly shown on Exhibit A.

“Rent” means all Base Rent and all Additional Rent.

“Rules and Regulations” means the reasonable rules and regulations having uniform applicability to all tenants of the Project (subject to their respective leases) and governing their use and enjoyment of the Project; provided that such rules and regulations shall not materially interfere with the Tenant’s use and enjoyment of the Premises in accordance with this Lease for the purposes listed in subsection 6.1.

“Tax Year” means the 12-month period beginning July 1 of each year or such other 12-month period (deemed for the purposes of this Lease to have 365 days) established as a real estate tax year by the taxing authority having lawful jurisdiction over the Project.

“Taxes” means the aggregate of any and all real property and other taxes, metropolitan district charges, front-foot benefit assessments, special assessments and other taxes or public or private assessments or charges levied against any or all of the tax parcel containing the Premises, including but not limited to any such charges imposed under any private covenants encumbering the title to any or all of the Project, and regardless of whether any of the same are ordinary or

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extraordinary, foreseen or unforeseen, recurring or nonrecurring, or special or general and including the costs of any appeals of Taxes or re-assessments.

“Tenant” means the Person hereinabove named as such and its successors and permitted assigns hereunder.

“Tenant’s Proportionate Share” means a fraction, the numerator of which is the number of rentable square feet in the Premises and the denominator of which is the number of square feet in the Building, subject to adjustment from time to time as such areas may change. As of the Rent Commencement Date, Tenant’s Proportionate Share is equal to 8%.

“Tenant’s Share of Increased Operating Costs” shall be the amount of (i) the Operating Costs for the Operating Year in question less the Base Operating Costs multiplied by (ii) the Tenant’s Proportionate Share.

“Tenant’s Share of Increased Taxes” shall be the amount of (i) the Taxes for the Tax Year in question less the Base Taxes multiplied by (ii) the Tenant’s Proportionate Share.

“Term” means the Original Term plus any exercised renewals thereof.

2.             PREMISES; MEASUREMENT.

2.1.          Premises. The Landlord hereby leases to the Tenant, and the Tenant hereby leases from the Landlord, the Premises, together with the right to use, in common with others, the Common Areas.

2.2.          Rentable Area. The rentable area of the Premises shall be 2,195 square feet.

2.3           Prime Lease.

(a)  Landlord represents and warrants that the Prime Lease, a true and complete copy of which is attached hereto as Exhibit E, is in full force and effect and that no default, breach, event of default or other non-performance by either Landlord or Prime Landlord under such Prime Lease exists as of the Effective Date. Furthermore, Landlord represents that the Prime Lease as described above is the complete and total Prime Lease and that no other modifications, amendments or significant documents related thereto exist in any event. Landlord covenants that it will at all times in the future refrain from any act which may cause a breach, default or an event of default under the terms of the Prime Lease. Landlord agrees to immediately forward to Tenant, upon receipt thereof by Landlord, a copy of each notice of default received by Landlord in its capacity as tenant under the Prime Lease.

(b)  Notwithstanding the terms and conditions of the Prime Lease, Landlord and Tenant acknowledge and agree that all of the terms, covenants, conditions, provisions, rights and obligations in this Sublease are the complete terms and conditions between Landlord and Tenant. The terms and conditions of the Prime Lease are specifically not incorporated in, nor made a part of this Sublease. If the Prime Lease shall be terminated for any reason other than expiration of the term of the term of the Prime Lease during the Term of this Sublease, then and in that event

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this Sublease shall thereupon automatically terminate and Landlord shall have no liability to Tenant by reason thereof. If such termination shall have been effected because of the breach or default by Landlord under the Prime Lease not occasioned by default by Tenant, Tenant shall be entitled to pursue whatever rights and remedies against Landlord and/or Prime Landlord under the Prime Lease and/or this Sublease that may be available to Landlord in connection with such termination. Prior to the end of the Prime Lease term, Landlord shall, at its option, either extend the term of the Prime Lease or convert this Sublease to a direct lease with the Prime Landlord for the remainder of the Term of this Sublease.

3.             TERM.

3.1.          Original Term; Rent Commencement Date; Early Access. This Lease shall be for a term (the “Original Term”) commencing on the Lease Commencement Date and ending at 11:59 p.m. on September 30, 2013 (which date is hereinafter referred to as the “Termination Date”). The “Lease Commencement Date” shall be the date that the Landlord delivers the Premises to the Tenant after completing the installation of the entry door at the east end of the catwalk/bridge and necessary repairs or replacement of the HVAC ceiling-hung unit; provided, however that if the Lease Commencement Date has not occurred on or before November 1, 2010 (the “Delay Termination Date”), Tenant shall have the right to immediately terminate this Lease by delivering to Landlord written notice of Tenant’s election of such termination. Monthly payments of Base Rent, Additional Rent and all other charges under this Lease shall commence on the “Rent Commencement Date” which shall be one (1) month following the Lease Commencement Date. Tenant shall have the right to use existing telecom conduits or construct new conduits (subject to Landlord review and approval), install cables, equipment and other related telecommunications facilities for Tenant’s network into the Building. Notwithstanding anything to the contrary herein, Tenant and its consultants and contractors shall be permitted to enter the Building and the Premises during the thirty (30) day period immediately preceding the Lease Commencement Date (the “Early Access Period”) for the purpose of installing Tenant’s furniture, fixtures and equipment in the Demised Premises. Tenant shall not be required to pay any Rent in connection with its entry into the Premises during the Early Access Period.

3.2.          Confirmation of Commencement and Termination. Upom fifteen (15) days prior written notice to Tenant from Landlord, Landlord and Tenant, after (a) the Rent Commencement Date or (b) the expiration of the Term or any earlier termination of this Lease by action of law or in any other manner, shall confirm in writing by instrument in recordable form that, respectively, such rent commencement or such termination has occurred, setting forth therein, respectively, the Rent Commencement Date and the Termination Date.

3.3.          Surrender. The Tenant, at its expense at the expiration of the Term or any earlier termination of this Lease, shall (a) promptly surrender to the Landlord possession of the Premises (including any fixtures or other improvements which, under Section 10, are owned by the Landlord) in good order and repair (ordinary wear and tear excepted) and broom clean, (b) remove therefrom all signs, goods, effects, machinery, fixtures and equipment used in conducting the Tenant’s trade or business which are neither part of the Building Service Equipment nor owned by the Landlord, and (c) repair any damage caused by such removal.

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3.4.          Holding Over. If the Tenant continues to occupy the Premises after the expiration of the Term or any earlier termination of this Lease after obtaining the Landlord’s express, written consent thereto, then:

(a)           such occupancy (unless the parties hereto otherwise agree in writing) shall be deemed to be under a month-to-month tenancy, which shall continue until either party hereto notifies the other in writing, at least one month before the end of any calendar month, that the notifying party elects to terminate such tenancy at the end of such calendar month, in which event such tenancy shall so terminate;

(b)           anything in this section to the contrary notwithstanding, the Rent payable for each such monthly period shall equal the sum of (a) one-twelfth (1/12) of that amount which is equal to 125% of the Base Rent for the Lease Year during which such expiration of the Term or termination of this Lease occurs, plus (b) the Additional Rent payable under subsection 4.2; and

(c)           except as provided herein, such month-to-month tenancy shall be on the same terms and subject to the same conditions as those set forth in this Lease; provided, however, that if the Landlord gives the Tenant, at least one month before the end of any calendar month during such month-to-month tenancy, written notice that such terms and conditions (including any thereof relating to the amount and payment of Rent) shall, after such month, be modified in any manner specified in such notice, then such tenancy shall, after such month, be upon the said terms and subject to the said conditions, as so modified.

4.             RENT; SECURITY DEPOSIT.

As Rent for the Premises, the Tenant shall pay to the Landlord all of the following:

4.1.          Base Rent.

(a)  An annual rent (the “Base Rent”) for the Original Term as follows:

Lease Year	Per Square Foot		Monthly		Annual
1	$	20.00	$	3,658.33	$	43,900.00
2	$	20.60	$	3,768.08	$	45,217.00
3	$	21.22	$	3,881.49	$	46,577.90

(b)  Landlord has included as part of the Base Rent set forth above one (1) parking space per 1,000 square feet leased by Tenant.

(c)  It is the purpose and intent of Landlord and Tenant that this Lease be a full service lease with Landlord providing all service, maintenance and repair to the Building, (except telephone service; interior janitorial; utilities; and light bulb/tube replacement, which costs shall be the responsibility of the Tenant); and all maintenance and repair to the Building’s and Premises’ structural components, fixtures, mechanical systems, lighting fixtures and ballasts, and roads and grounds. Tenant shall provide telephone service at its sole cost.

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4.2.         Additional Rent. Additional rent (“Additional Rent”) shall include any and all charges or other amounts which the Tenant is obligated to pay to the Landlord under this Lease, other than the Base Rent.

4.3.         Operating Costs.

4.3.1.      Computation. Within one hundred twenty (120) days after the end of each calendar year during the Term, the Landlord shall provide Tenant with a statement of Landlord’s estimates of Tenant’s Share of Increased Operating Costs, which statement shall show the computation of the total of the Operating Costs incurred for the Building during such calendar year and Tenant’s Share of Increased Operating Costs for such calendar year. Landlord shall allocate the Operating Costs to each separate rentable space within the Building in proportion to the respective operating costs percentages assigned to such spaces; provided that anything in this subsection 4.3 to the contrary notwithstanding, wherever the Tenant and/or any other tenant of space within the Building has agreed in its lease or otherwise to provide any item of such services partially or entirely at its own expense, or wherever in the Landlord’s reasonable judgment any such significant item of expense is not incurred with respect to or for the benefit of all of the net rentable space within the Building (including but not limited to any such expense which, by its nature, is incurred only with respect to those spaces which are occupied), in allocating the Operating Costs pursuant to this subsection, the Landlord shall make an appropriate adjustment, using generally accepted accounting principles, as aforesaid, so as to avoid allocating to the Tenant or to such other tenant (as the case may be) those Operating Costs covering such services already being provided by the Tenant or by such other tenant at its own expense, or to avoid allocating to all of the net rentable space within the Project those Operating Costs incurred only with respect to a portion thereof, as aforesaid.

4.3.2.      Payment as Additional Rent. For each Operating Year, the Tenant shall pay as Additional Rent to the Landlord, in the manner provided herein, Tenant’s Share of Increased Operating Costs. Prior to, or as soon as reasonably practicable after the beginning of, each Operating Year, the Landlord shall send to the Tenant an annual statement setting forth the actual or estimated Operating Costs for the next calendar year, subject to Section 4.3.4, below.

4.3.3.      Proration. If only part of any calendar year falls within the Term, the amount computed as Tenant’s Share of Increased Operating Costs for such calendar year under this subsection shall be prorated in proportion to the portion of such calendar year falling within the Term (but the expiration of the Term before the end of a calendar year shall not impair the Tenant’s obligation hereunder to pay such prorated portion of Tenant’s Share of Increased Operating Costs for that portion of such calendar year falling within the Term, which amount shall be paid on demand).

4.3.4.      Landlord’s Right to Estimate. Anything in this subsection to the contrary notwithstanding, the Landlord, at its reasonable discretion, may (a) make from time to time during the Term a reasonable estimate of the Tenant’s Share of Increased Operating Costs which may become due under this subsection for any calendar year, (b) require the Tenant to pay to the Landlord for each calendar month during such year one twelfth (1/12) of such Tenant’s Share of Increased Operating Costs, at the time and in the manner that the Tenant is required hereunder to pay the monthly installment of the Base Rent for such month, and (c) increase or decrease from

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time to time during such calendar year the amount initially so estimated for such calendar year, all by giving the Tenant written notice thereof, accompanied by a schedule setting forth in reasonable detail the expenses comprising the Operating Costs, as so estimated. Landlord shall cause the actual amount of such Tenant’s Share of Increased Operating Costs to be computed and certified to the Tenant in a reasonably detailed written statement (the “Tenant’s Share of Increased Operating Costs Statement”) within one hundred twenty (120) days after the end of such calendar year. Any overpayment or deficiency in the Tenant’s payment of Tenant’s Share of Increased Operating Costs shall be adjusted between the Landlord and the Tenant; the Tenant shall pay the Landlord or the Landlord shall credit to the Tenant’s account (or, if such adjustment is at the end of the Term, the Landlord shall pay to the Tenant), as the case may be, within fifteen (15) days after such notice to the Tenant, such amount necessary to effect such adjustment. The Landlord’s failure to provide such notice within the time prescribed above shall not relieve the Tenant of any of its obligations hereunder. The Tenant shall have the right to review the books and records of the Landlord with respect to the calculation of Operating Costs for the prior Lease Year at the Landlord’s office during normal business hours, at the Tenant’s sole expense, provided (i) the Tenant provides at least fifteen (15) days’ advance written notice to the Landlord of its desire to inspect such books and records, and (ii) such request is made within ninety (90) days after the Operating Costs Statement is delivered by the Landlord to the Tenant. If the results of Tenant’s audit show that Tenant overpaid Tenant’s Share of Increased Operating Costs by 5% or more, then Landlord shall reimburse Tenant for the costs of the audit (provided that such costs must be reasonable and not-to-exceed $1,000.00), and Landlord shall credit to the Tenant’s account (or, if such adjustment is at the end of the Term, the Landlord shall pay to the Tenant), as the case may be, within fifteen (15) days after such notice to the Tenant, such amount necessary to effect such adjustment.

4.4.         When Due and Payable.

4.4.1.      Base Rent. The Base Rent for any Lease Year shall be due and payable in twelve (12) consecutive, equal monthly installments, in advance, on the first (1st) day of each calendar month during such Lease Year. In addition, if the Rent Commencement Date falls on a day other than the first day of a calendar month, then the Base Rent for the first month of the Term shall be prorated based on the number of days remaining in that month and such amount shall be due and payable on the Rent Commencement Date.

4.4.2.      Additional Rent. Any Additional Rent accruing to the Landlord under this Lease, except as is otherwise set forth herein, shall be due and payable when the installment of Base Rent next falling due after such Additional Rent accrues and becomes due and payable, unless the Landlord makes written demand upon the Tenant for payment thereof at any earlier time, in which event such Additional Rent shall be due and payable at such time (provided that Tenant shall receive at least 5 business days prior written notice of such earlier time).

4.4.3.      No Set-Off; Late Payment. Each such payment shall be made promptly when due and, except as otherwise expressly set forth herein, all payments shall be made without any deduction or setoff, and without demand, failing which the Tenant shall pay to the Landlord as Additional Rent, after the fifth (5th) day after such payment remains due but unpaid, a late charge equal to five percent (5%) of such payment which remains due but unpaid. In addition, any payment that is not paid by the tenth (10th) day after such payment is due shall bear interest

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at the Default Rate. Any payment made by the Tenant to the Landlord on account of Rent may be credited by the Landlord to the payment of any Rent then past due before being credited to Rent currently falling due. Any such payment which is less than the amount of Rent then due shall constitute a payment made on account thereof, the parties hereto hereby agreeing that the Landlord’s acceptance of such payment (whether or not with or accompanied by an endorsement or statement that such lesser amount or the Landlord’s acceptance thereof constitutes payment in full of the amount of Rent then due) shall not alter or impair the Landlord’s rights hereunder to be paid all of such amount then due, or in any other respect.

4.5.         Where Payable. The Tenant shall pay the Rent, in lawful currency of the United States of America, to the Landlord by delivering or mailing it to the Landlord’s address which is set forth in section 20, or to such other address or in such other manner as the Landlord from time to time specifies by written notice to the Tenant.

4.6.         Tax on Lease. Intentionally deleted..

4.7.         Advance Rent. Intentionally deleted.

4.8          Security Deposit. Tenant shall deliver to Landlord at the time of execution of this Lease a security deposit in the amount of $3,658.33 for Tenant’s faithful performance of Tenant’s obligations hereunder. If Tenant fails to pay Base Rent or other charges due hereunder, or otherwise defaults with respect to any provision of this Lease, Landlord may use all or any portion of said deposit for the payment of any Base Rent or other charge due hereunder, to pay any other sum to which Landlord may become obligated by reason of Tenant’s default, or to compensate Landlord for any loss or damage which Landlord may suffer thereby. If Landlord so uses or applies all or any portion of said deposit, Tenant shall within ten (10) days after written demand therefore deposit cash with Landlord in an amount sufficient to restore said deposit to its full amount. Landlord shall not be required to keep said security deposit separate from its general accounts. If Tenant performs all of Tenant’s obligations hereunder, said deposit, or so much thereof as has not been applied by Landlord, shall be returned to Tenant (or, at Landlord’s option, to the last assignee, if any, of Tenant’s interest hereunder) within thirty (30) days following the expiration of the Term hereof, and after Tenant has vacated the Premises. No trust relationship is created herein between Landlord and Tenant with respect to said security deposit. Tenant acknowledges that the security deposit is not an advance payment of any kind or a measure of Landlord’s damages in the event of Tenant’s default.

5.             TAXES.

5.1.         Payment. For each Tax Year, the Tenant shall pay to the Landlord, in the manner provided herein, Tenant’s Share of Increased Taxes.

5.2.         Proration. If only part of any Tax Year falls within the Term, the amount computed as Tenant’s Share of Increased Taxes for such Tax Year under this subsection shall be prorated in proportion to the portion of such Tax Year falling within the Term (but the expiration of the Term before the end of a Tax Year shall not impair the Tenant’s obligations hereunder to

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pay such prorated portion of Tenant’s Share of Increased Taxes for that portion of such Tax Year falling within the Term, which amount shall be paid on demand).

5.3.         Method of Payment. Tenant’s Share of Increased Taxes shall be paid by the Tenant, at the Landlord’s election (i) in advance, in equal monthly installments in such amounts as are estimated and billed for each Tax Year by the Landlord at the commencement of the Term and at the beginning of each successive Tax Year during the Term, each such installment being due on the first day of each calendar month or (ii) in a lump sum, following the Landlord’s receipt of the tax bill for the Tax Year in question, calculation of Tenant’s Share of Increased Taxes with respect thereto and provision to Tenant of a reasonably detailed written statement that details Tenant’s Share of Increased Taxes. If the Landlord has elected that the Tenant pay Tenant’s Share of Increased Taxes in installments, in advance, then, at any time during a Tax Year, the Landlord may re-estimate Tenant’s Share of Increased Taxes and thereafter adjust the Tenant’s monthly installments payable during the Tax Year to reflect more accurately Tenant’s Share of Increased Taxes. Within one hundred twenty (120) days after the Landlord’s receipt of tax bills for each Tax Year, the Landlord will notify the Tenant of the amount of Taxes for the Tax Year in question and the amount of Tenant’s Share of Increased Taxes thereof. Any overpayment or deficiency in the Tenant’s payment of Tenant’s Share of Increased Taxes for each Tax Year shall be adjusted between the Landlord and the Tenant; the Tenant shall pay the Landlord or the Landlord shall credit to the Tenant’s account (or, if such adjustment is at the end of the Term, the Landlord shall pay the Tenant), as the case may be, within fifteen (15) days after such notice to the Tenant, such amount necessary to effect such adjustment. The Landlord’s failure to provide such notice within the time prescribed above shall not relieve the Tenant of any of its obligations hereunder.

5.4.         Taxes on Rent. In addition to Tenant’s Share of Increased Taxes, the Tenant shall pay to the appropriate agency any sales, excise and other tax (not including, however, the Landlord’s income taxes) levied, imposed or assessed by the State of Maryland or any political subdivision thereof or other taxing authority upon any Rent payable hereunder. The Tenant shall also pay, prior to the time the same shall become delinquent or payable with penalty, all taxes imposed on Tenant’s inventory, furniture, trade fixtures, apparatus, equipment, leasehold improvements installed by the Tenant or by the Landlord on behalf of the Tenant and any other property of the Tenant.

6.             USE OF PREMISES.

6.1.         Nature of Use. The Tenant shall use the Premises only for general office purposes consistent with general office use.

6.2.         Compliance with Law and Covenants. The Tenant, throughout the Term and at its sole expense, in its use and possession of the Premises, shall:

(a)           comply promptly and fully with (i) all laws, ordinances, notices, orders, rules, regulations and requirements of all federal, state and municipal governments and all departments, commissions, boards and officers thereof, including but not limited to The Americans with Disabilities Act, 42 U.S.C. §12101 et. seq., and the ADA Disability Guidelines promulgated with

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respect thereto (provided that such guidelines are applicable to and binding upon the Tenant or the Premises), and (ii) all requirements (Y) of the National Board of Fire Underwriters (or any other body now or hereafter constituted exercising similar functions) which are applicable to any or all of the Premises, or (Z) imposed by any policy of insurance covering any or all of the Premises and required by Section 7 to be maintained by the Tenant, and (iii) all covenants and restrictions which may encumber the title to any or all of the Premises, all if and to the extent that any of such requirements relate to any or all of the Premises or to any equipment, pipes, utilities or other parts of the Project which exclusively serve the Premises, whether any of the foregoing are foreseen or unforeseen, or are ordinary or extraordinary;

(b)           (without limiting the generality of the foregoing provisions of this subsection) keep in force throughout the Term all licenses, consents and permits necessary for the lawful use of the Premises for the purposes herein provided; provided, however, that Landlord shall be responsible for obtaining a certificate of occupancy for the Premises; and

(c)           pay when due all personal property taxes, income taxes, license fees and other taxes assessed, levied or imposed upon the Tenant or any other person in connection with the operation of its business upon the Premises or its use thereof in any other manner; and (d) not obstruct, annoy or interfere with the rights of other Tenants.

6.3.         Mechanics’ Liens.

6.3.1.      Without limiting the generality of the foregoing provisions of this section, the Tenant shall not create or permit to be created, and if created shall discharge or have released, any mechanics’ or materialmens’ lien arising while this Lease is in effect and affecting any or all of the Premises, the Building and/or the Project, and the Tenant shall not permit any other matter or thing whereby the Landlord’s estate, right and interest in any or all of the Premises, the Building and/or the Project might be impaired. The Tenant shall defend, indemnify and hold harmless the Landlord against and from any and all liability, claim of liability or expense (including but not limited to that of reasonable attorneys’ fees) incurred by the Landlord on account of any such lien or claim created or permitted to be created by Tenant, its agents, contractors, servants, employees, licensees, concessionaires, suppliers, materialmen or invitees.

6.3.2.      If the Tenant fails to discharge (whether by payment or posting a bond in lieu thereof having the effect of removing such lien) any such lien within fifteen (15) days after it first becomes effective against any of the Premises, the Building and/or the Project, then, in addition to any other right or remedy held by the Landlord on account thereof, the Landlord may (a) discharge it by paying the amount claimed to be due or by deposit or bonding proceedings, and/or (b) in any such event compel the prosecution of any action for the foreclosure of any such lien by the lienor and pay the amount of any judgment in favor of the lienor with interest, costs and allowances. The Tenant shall reimburse the Landlord for any amount paid by the Landlord to discharge any such lien and all expenses incurred by the Landlord in connection therewith, together with interest thereon at the Default Rate from the respective dates of the Landlord’s making such payments or incurring such expenses (all of which shall constitute Additional Rent).

6.3.3.      Nothing in this Lease shall be deemed in any way (a) to constitute the Landlord’s consent or request, express or implied, that any contractor, subcontractor, laborer or materialman

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provide any labor or materials for any alteration, addition, improvement or repair to any or all of the Premises, the Building and/or the Project, or (b) to give the Tenant any right, power or authority to contract for or permit to be furnished any service or materials, if doing so would give rise to the filing of any mechanics’ or materialmens’ lien against any or all of the Premises, the Building and/or the Project, or the Landlord’s estate or interest therein, or (c) to evidence the Landlord’s consent that the Premises, the Building and/or the Project be subjected to any such lien.

6.4.         Signs. The Tenant shall have no right to erect signs upon the Premises or the remainder of the Building or the Project. The Landlord shall provide, at the Landlord’s sole expense, customary identification of the Tenant’s business on the lobby directory of the Building and on the entrance door to the Premises.

6.5.         License.

6.5.1.      Grant of License. The Landlord hereby grants to the Tenant a non-exclusive license to use (and to permit its officers, directors, agents, employees and invitees to use), in the course of conducting business at the Premises, the Common Areas, and the Interior Common Area. Further, with respect to the Interior Common Area, Landlord grants the Tenant a license for access to, and ingress and egress to, the Interior Common Area by way of an opening in the wall between the Premises and the adjacent space below the Premises, which is depicted on Exhibit D.

Landlord does hereby acknowledge that the Interior Common Area is open and accessible and that other tenants’ premises in the Building are accessible from the Interior Common Area.

6.5.2.      Non-Exclusive License. Such license shall be exercised in common with the exercise thereof by the Landlord, the other tenants or occupants of the Project, and their respective officers, directors, agents, employees and invitees.

6.5.3.      Parking Areas; Changes.

(a)           Tenant’s employees, agents, officers, directors and invitees shall have non-exclusive access to park in the Parking Areas. The “Parking Areas” shall mean those portions of the Common Areas which from time to time are designated by the Landlord for the parking of automobiles and other automotive vehicles while engaged in business upon the Premises (other than while being used to make deliveries to and from the Premises).

(b)           The Landlord reserves the right to change the entrances, exits, traffic lanes, boundaries and locations of the Parking Areas. The Landlord reserves the right to designate for the specific account of the Tenant, and/or of other tenants of the Project, specific parking areas or spaces constructed around, within or under the Project. All Parking Areas and facilities which may be furnished by the Landlord in or near the Project, including any employee parking areas, truckways, loading docks, pedestrian sidewalks and ramps, landscaped areas and other areas and improvements which may be provided by the Landlord for the Tenant’s exclusive use or for general use, in common with other tenants, their officers, agents, employees and visitors, shall at all times be subject to the Landlord’s exclusive control and management, and the Landlord shall

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have the right from time to time to establish, modify and enforce reasonable rules and regulations with respect thereto. The Landlord shall have the right to (a) police the Common Areas, (b) establish and from time to time to change the level of parking surfaces, (c) close all or any portion of the Common Areas to such extent as, in the opinion of the Landlord’s counsel, may be legally sufficient to prevent a dedication thereof or the accrual of any rights to any person or to the public therein, (d) close temporarily all or any portion of the Parking Areas, (e) discourage non-tenant parking, and (f) do and perform such other acts in and to the Common Areas as, in the use of good business judgment, the Landlord determines to be advisable with a view to the improvement of the convenience and use thereof by tenants, their officers, agents, employees and visitors. The Tenant shall cause its officers, agents and employees to park their automobiles only in such areas as the Landlord from time to time may designate by written notice to the Tenant as employee parking areas, and the Tenant shall not use or permit the use of any of the Common Areas in any manner which will obstruct the driveways or throughways serving the Parking Areas or any other portion of the Common Areas allocated for the use of others.

(c)           The Tenant has the nonexclusive right to use two (2) on-site parking spaces during the Term of this Lease as provided in this Section 6.5. At Landlord’s request, Tenant shall provide license plate numbers for its employees and otherwise cooperate with Landlord’s management of the Parking Areas, which may include attended parking service. The costs of such parking service shall be part of Operating Costs.

6.5.4.      Alterations. The Landlord reserves the right at any time and from time to time (i) to change or alter the location, layout, nature or arrangement of the Common Areas or any portion thereof, including but not limited to the arrangement and/or location of entrances, passageways, doors, corridors, stairs, lavatories, elevators, parking areas, and other public areas of the Building, and (ii) to construct additional improvements on the Project and make alterations thereof or additions thereto and build additional stories on or in any such buildings adjoining the same; provided, however, that no such change or alteration shall deprive the Tenant of reasonable access to the Premises.

6.5.5.      Use of Common Areas.

(a)           The Landlord shall at all times have full and exclusive control, management and direction of the Common Areas. Without limiting the generality of the foregoing, the Landlord shall have the right to maintain and operate lighting facilities on all of the Common Areas and to police the Common Areas.

(b)           The Tenant shall maintain in a neat and clean condition that area designated by the Landlord as the refuse collection area, and shall not place or maintain anywhere within the Project, other than within the area which may be designated by Landlord from time to time as such refuse collection area, any trash, garbage or other items, except as may otherwise be expressly permitted by this Lease.

(c)           In its use of the Common Areas, the Tenant shall not take, or permit its agents, employees, invitees, visitors and guests to take, any of the following actions:

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(i)            the parking or storage of automobiles, or other automotive vehicles anywhere within the Project if such vehicles lack current, valid license plates, or other than in the Parking Areas (and the individual parking spaces from time to time designated therein), or anywhere within the Project if the body, windows or other exterior portions of such vehicles are in an obvious state of damage or disrepair;

(ii)           the performance of any body work, maintenance or other repairs to vehicles, or the painting of any vehicle, anywhere within the Premises or the rest of the Project; or

(iii)          the parking or storage of any trucks or vans weighing over three-quarters (3/4) of one ton, except for purposes of temporary loading and unloading.

6.6.         Liability of Landlord. The Landlord and its agents and employees shall not be liable to the Tenant or any other person whatsoever for any loss or damage that may be occasioned by or through the acts or omissions of any other tenant of the Project or of any other person whatsoever, other than due to the gross negligence or willful misconduct of the Landlord or its employees or agents.

6.7.         Floor Load. The Tenant shall not place a load upon any floor of the Premises in excess of the weight of standard office furniture and equipment. The Landlord reserves the right to prescribe the weight and position of all safes and other heavy equipment, and to prescribe the reinforcing necessary, if any, which in the opinion of the Landlord may be required under the circumstances, such reinforcing to be at the Tenant’s sole expense. Business machines and mechanical equipment shall be placed and maintained by the Tenant in settings sufficient in the Landlord’s judgment to absorb and prevent vibration and noise, and the Tenant shall, at its sole expense, take such steps as the Landlord may direct to remedy any such condition.

6.8.         Hazardous Materials. The Tenant warrants and agrees that the Tenant shall not cause or permit any Hazardous Material to be brought upon, kept or used in or about the Premises by the Tenant, its agents, employees, contractors or invitees. If the Tenant breaches the obligations stated in the preceding sentence, then the Tenant shall indemnify, defend and hold the Landlord harmless from and against any and all claims, judgments, damages, penalties, fines, costs, liabilities or losses (including, without limitation, diminution in value of the Premises, the Building and the Project generally, damages for the loss or restriction on use of rentable or usable space or of any amenity of the Building or the Project generally, damages from any adverse impact on marketing of space in the Building, and sums paid in settlement of claims, reasonable attorneys’ fees, reasonable consultant fees and reasonable expert fees) which arise during or after the Term as a result of such contamination. This indemnification of the Landlord by the Tenant includes, without limitation, costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal or restoration work required by any governmental authority because of Hazardous Material present in the soil or ground water or under the Premises or the Project generally. As used herein (i) “Environmental Laws” means the Clean Air Act, the Resource Conservation Recovery Act of 1976, the Hazardous Material Transportation Act, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act, the Toxic Substances Control Act, the Occupational Safety and Health Act, the Consumer Product Safety Act, the Clean Water Act,

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the Federal Water Pollution Control Act, the National Environmental Policy Act, Md. Nat. Res. Code Ann., Title 8, and Md. Env. Code Ann., Title 7, as each of the foregoing shall be amended from time to time, and any similar or successor laws, federal, state or local, or any rules or regulations promulgated thereunder; and (ii) “Hazardous Materials” means and includes asbestos; “oil, petroleum products and their by-products;” “hazardous substances;” “hazardous wastes” or “toxic substances,” as those terms are used in Environmental Laws; or any substances or materials listed as hazardous or toxic in the United States Department of Transportation, or by the Environmental Protection Agency or any successor agency under any Environmental Laws but excluding normal and reasonable quantities of substances customarily and prudently used in the normal course of business on the Project or as may be reasonably necessary for Tenant to conduct normal general office use operations in the Premises and/or materials handled, stored and disposed of in accordance with any applicable law.

7.             INSURANCE AND INDEMNIFICATION.

7.1.         Insurance. At all times from and after the earlier of (i) the entry by the Tenant into the Premises, or (ii) the Rent Commencement Date, the Tenant shall take out and keep in full force and effect, at its expense:

(a)           commercial general liability insurance, including Blanket Contractual Liability, Broad Form Property Damage, Completed Operations/Products Liability, Personal Injury Liability, Premises Medical Payments, Interest of Employees as additional insureds, Incidental Medical Malpractice and Broad Form General Liability Endorsement, with a combined single limit of not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate;

(b)           special form property insurance (including but not limited to burglary and theft insurance) written at full replacement cost value and with replacement cost endorsement in an amount covering all of Tenant’s property, including, without limitation, inventory, trade fixtures, floor coverings, furniture, electronic data processing equipment and any other property removable by Tenant under the provisions of this Lease, except for existing improvements.

(c)           worker’s compensation or similar insurance in form and amounts as may be required by law; and

(d)           such other insurance in such types and amounts as Landlord may reasonably require, provided that such other insurance is in accordance with standards generally accepted for comparable buildings.

7.2.         Tenant’s Contractor’s Insurance. The Tenant shall require any contractor of the Tenant performing work in, on or about the Premises to take out and keep in full force and effect, at no expense to the Landlord:

(a)           commercial general liability insurance, including Contractor’s Liability coverage, Blanket Contractual Liability coverage, Broad Form Property Damage Endorsement, Contractor’s Protective Liability, Completed Operations/Products Liability (Completed Operations/Products Liability coverage to be provided for at least two (2) years after final

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completion of work), Personal Injury, Premises Medical Payments, Interest of Employees as additional insureds, Incidental Medical Malpractice and Broad Form General Liability Endorsement, in an amount not less than One Million Dollars ($1,000,000) combined single limit per occurrence and Two Million Dollars ($2,000,000) in the aggregate;

(b)           comprehensive automobile liability insurance, with a combined single limit of not less than One Million Dollars ($1,000,000) covering all owned, non-owned or hired automobiles to be used by the contractor;

(c)           worker’s compensation or similar insurance in form and amounts required by law; and

(d)           employers liability coverage, including All States Endorsement, in an amount not less than One Million Dollars ($1,000,000).

7.3.         Policy Requirements.

7.3.1.      The company or companies writing any insurance which the Tenant is required to take out and maintain or cause to be taken out or maintained pursuant to subsections 7.1 and/or 7.2, as well as the form of such insurance, at all times be subject to the Landlord’s approval, and any such company or companies shall be licensed to do business in the State of Maryland and have a rating of at least A or better and a financial size rating of XII or larger from Best’s Key Rating Guide and Supplemental Service (or comparable rating from a comparable insurance rating service). Public liability and all-risk casualty insurance policies evidencing such insurance shall name the Landlord and/or its designees (including, without limitation, any Mortgagee) as additional insureds, shall be primary and noncontributory, and shall also contain a provision by which the insurer agrees that such policy shall not be cancelled, materially changed, terminated or not renewed except after thirty (30) days’ advance written notice to the Landlord and/or such designees. All such policies, or certificates thereof, shall be deposited with the Landlord promptly upon commencement of the Tenant’s obligation to procure the same. None of the insurance which the Tenant is required to carry and maintain or cause to be carried or maintained pursuant to subsections 7.1 and/or 7.2 shall contain deductible provisions in excess of Five Thousand Dollars ($5,000), unless approved in writing in advance by the Landlord. If the Tenant fails to perform any of its obligations pursuant to this section 7, the Landlord may perform the same and the cost thereof shall be payable by the Tenant as Additional Rent upon the Landlord’s demand therefor.

7.3.2.      The Landlord and the Tenant agree that on January 1 of the second (2nd) full calendar year during the Term and on January 1 of every second (2nd) calendar year thereafter, the Landlord will have the right to request commercially reasonable changes in the character and/or amounts of insurance required to be carried by the Tenant pursuant to the provisions of this section 7, and the Tenant shall comply with any requested change in character and/or amount within thirty (30) days after the Landlord’s request therefor.

7.4.         Indemnities by Tenant and Landlord.

7.4.1.      Notwithstanding any policy or policies of insurance required of the Tenant, the Tenant, for itself and its successors and assigns, to the extent permitted by law, shall defend,

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indemnify and hold harmless the Landlord, the Landlord’s agents and any Mortgagee against and from any and all liability or claims of liability by any person asserted against or incurred by the Landlord and/or such agent or Mortgagee in connection with (i) the use, occupancy, conduct, operation or management of the Premises by the Tenant or any of its agents, contractors, servants, employees, licensees, concessionaires, suppliers, materialmen or invitees during the Term; (ii) any work or thing whatsoever done or not done on the Premises during the Term performed by Tenant, its employees, agents or contractors; (iii) any breach or default in performing any of the obligations under the provisions of this Lease and/or applicable law by the Tenant or any of its agents, contractors, servants, employees, licensees, suppliers, materialmen or invitees during the Term; (iv) any grossly negligent, intentionally tortuous or other act or omission by the Tenant or any of its agents, contractors, servants, employees, licensees, concessionaires, suppliers, materialmen or invitees during the Term; or (v) any injury to or death of any person or any damage to any property occurring upon the Premises (whether or not such event results in the termination of this Lease), and from and against all costs, expenses and liabilities incurred in connection with any claim, action, demand, suit at law, in equity or before any administrative tribunal, arising in whole or in part by reason of any of the foregoing (including, by way of example rather than of limitation, the fees of attorneys, investigators and experts), all regardless of whether such claim, action or proceeding is asserted before or after the expiration of the Term or any earlier termination of this Lease.

7.4.2.       If any claim, action or proceeding described in Section 7.4.1 is brought against the Landlord and/or any agent or Mortgagee, the Tenant, if requested by the Landlord or such agent or Mortgagee, and at the Tenant’s expense, promptly shall resist or defend such claim, action or proceeding or cause it to be resisted or defended by an insurer. The Landlord, at its option, shall be entitled to participate in the selection of counsel, settlement and all other matters pertaining to such claim, action or proceeding, all of which shall be subject, in any case, to the prior written approval of the Landlord.

7.4.3.       Subject to the provisions of subsection 7.8, the Landlord hereby agrees for itself and its successors and assigns to indemnify and save the Tenant harmless from and against any liability or claims of liability arising solely out of the gross negligence or intentional acts and omissions of the Landlord, its agents or employees. Except to the extent caused by the gross negligence or willful misconduct of Tenant or an agent of Tenant, Landlord shall reimburse Tenant and shall indemnify and hold Tenant harmless from and against any and all liability or claims of liability by any person asserted against or incurred by the suffered or claimed against Tenant as a result of Landlord’s use or control of the Common Areas.

7.5.          Landlord Not Responsible for Acts of Others. The Landlord shall not be responsible or liable to the Tenant, or to those claiming by, through or under the Tenant, for any loss or damage which may be occasioned by or through the acts or omissions of persons occupying or using space adjoining the Premises or any part of the premises adjacent to or connecting with the Premises or any other part of the Building or the Project, or for any loss or damage resulting to the Tenant (or those claiming by, through or under the Tenant) or its or their property, from (a) the breaking, bursting, stoppage or leaking of electrical cable and/or wires, or water, gas, sewer or steam pipes, (b) falling plaster, or (c) dampness, water, rain or snow in any part of the Building. To the maximum extent permitted by law, the Tenant agrees to use and

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occupy the Premises, and to use such other portions of the Project as the Tenant is herein given the right to use, at the Tenant’s own risk.

The Landlord is not obligated to protect from the criminal acts of third parties the Tenant, Tenant’s agents, customers, invitees or employees, the Premises or the property of Tenant or any property of any of Tenant’s agents, customers, invitees or employees. Tenant hereby acknowledges that Tenant has the sole responsibility for the protection of the Premises, the Tenant’s property and the Tenant’s customers, agents, invitees and employees. At Tenant’s cost, Tenant shall have the ability to activate the current Sonitrol alarm system for the Premises. Tenant acknowledges that, if Landlord shall provide security guards for the Common Areas, Landlord does not represent, guarantee, or assume responsibility that Tenant will be secure from any claims or causes of action relating to such security guards. To induce Landlord to provide such security guards, if any, Landlord deems reasonable, appropriate and economically feasible in its sole and absolute discretion, Tenant agrees that Landlord should not be responsible for, and Tenant shall defend and indemnify Landlord from, any such claims or other causes of action, including claims or causes of action caused by the sole or concurrent negligent act or omission, whether active or passive, of Landlord or its security guards, provided however, that Tenant shall have no obligation to defend or indemnify Landlord from any claims caused by the willful or criminal act of Landlord or its security guards, or covered by the public liability insurance, if any, that Landlord is required to carry by the terms of this Lease

7.6.          Landlord’s Insurance. During the Term, the Landlord shall maintain, in commercially reasonable amounts, (a) insurance on the Project against loss or damage by fire and all of the hazards included in the extended coverage endorsement, (b) comprehensive liability and property damage insurance with respect to the Common Areas, against claims for personal injury or death, or property damage suffered by others occurring in, on or about the Project, and (c) any other insurance, in such form and in such amounts as are deemed reasonable by the Landlord, including, without limitation, rent continuation and business interruption insurance, public liability insurance, theft insurance and workers’ compensation, flood and earthquake, and boiler and machinery insurance. The costs and expenses of any and all insurance carried by the Landlord pursuant to the provisions of this subsection 7.6 shall be deemed a part of Operating Costs.

7.7.          Increase in Insurance Premiums. The Tenant shall not do or suffer to be done, or keep or suffer to be kept, anything in, upon or about the Premises, the Building or the Project which will contravene the Landlord’s policies of hazard or liability insurance or which will prevent the Landlord from procuring such policies from companies acceptable to the Landlord. If anything done, omitted to be done, or suffered by the Tenant to be kept in, upon or about the Premises, the Building or the Project shall cause the rate of fire or other insurance on the Premises, the Building or the Project to be increased beyond the minimum rate from time to time applicable to the Premises or to any such other property for the use or uses made thereof, the Tenant shall pay to the Landlord, as Additional Rent, the amount of any such increase upon the Landlord’s demand therefor.

7.8.          Waiver of Right of Recovery. To the extent that any loss or damage to the Premises, the Building, the Project, any building, structure or other tangible property, or resulting loss of income, or losses under workers’ compensation laws and benefits, are covered by

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insurance, neither party shall be liable to the other party or to any insurance company insuring the other party (by way of subrogation or otherwise), even though such loss or damage might have been occasioned by the negligence of such party, its agents or employees; provided, however, that if, by reason of the foregoing waiver, either party shall be unable to obtain any such insurance, then such waiver shall be deemed not to have been made by such party. Notwithstanding the foregoing, in the event that such waiver of subrogation shall not be available to the Tenant except through the payment of additional premium therefor, the Tenant shall pay such additional premium.

8.             SERVICES AND UTILITIES.

(a)As long as an Event of Default shall not exist, Landlord shall provide the following services and utilities during normal business hours on all days except Sundays and federal and state holidays, or unless otherwise stated below. Cost of such services shall be included as an Operating Cost.

(i)subject to Tenant’s duty to pay for such services as described herein and when necessary during normal business hours, central heating and air conditioning in the Common Areas at temperature levels customary for comparable office buildings in the immediate vicinity;

(ii)janitorial services five business days per week; and

(iii)at least one elevator, to be used in common with other tenants.

“Normal business hours” for purposes of clause (a) above shall be deemed to mean the periods from 8:30 a.m. until 5:30 p.m. on business days (Monday through Friday). Tenant shall nonetheless have access to the Premises and elevators twenty-four (24) hours a day, subject to and in accordance with any security procedures that Landlord may have in place.

(b)Tenant shall be responsible for the cost of all electricity to the Premises, including lights, outlets, VAV boxes, and Tenant’s proportionate share of the air handling units on the floor, and after-hours HVAC service to the Premises. Tenant shall pay for electric current supplied to or used in the Premises. Except for electricity serving the air handling units on the floor, electric service shall be separately metered and billed directly to Tenant, and Tenant shall make payments directly to the service provider. Landlord shall not be liable to Tenant for damages arising as a result of service interruptions caused by any electric service provider.

(c)Any failure by the Landlord to furnish any of the foregoing services or utilities to the Building, resulting from circumstances beyond the Landlord’s reasonable control or from interruption of such services due to repairs or maintenance shall not render the Landlord liable in any respect for damages to either person or property, nor be construed as an eviction of the Tenant, nor cause an abatement of rent hereunder, nor relieve the Tenant from any of its obligations hereunder. Notwithstanding the foregoing to the contrary, Tenant shall be entitled to receive a rent abatement in the event of Landlord’s failure or inability to furnish any of the utilities or services required to be furnished by Landlord hereunder if (a) Landlord is not proceeding diligently and in good faith to correct such failure and inability and if all or

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substantially all of the Premises is rendered unusable by Tenant for a continuous period of ten (10) consecutive business days after Tenant gives Landlord written notice thereof, and if Tenant does not in fact use the Premises using such period. If any public utility or governmental body shall require the Landlord or the Tenant to restrict the consumption of any utility or reduce any service for the Building, the Landlord and the Tenant shall comply with such requirements, whether or not the services and utilities referred to in this section 8 are thereby reduced or otherwise affected, without any liability on the part of the Landlord to the Tenant or any other person or any reduction or adjustment in rent payable hereunder.

(d)           Tenant shall not at any time overburden or exceed the capacity of the mains, feeders, ducts, conduits, or other facilities by which such utilities are supplied to, distributed in or serve the Premises. If Tenant desires to install any equipment which shall require additional utility facilities or utility facilities of a greater capacity than the facilities existing, such installation shall be subject to Landlord’s reasonable prior written approval of Tenant’s plans and specifications therefor. If such installation is approved by Landlord and if Landlord provides such additional facilities to accommodate Tenant’s installation, Tenant agrees to pay Landlord, on demand, the cost for providing such additional utility facilities or utility facilities of greater capacity. Landlord shall not be responsible for providing any meters or other devices for the measurement of utilities supplied to the Premises.

(e)           Landlord shall cause to be operated a trash removal service for the Project, the costs and expenses of which shall be a part of Operating Costs. In the event that Tenant’s use of the Premises requires trash removal services in excess of that required for standard office tenants, Tenant shall pay to Landlord, as additional rent all costs and expenses in excess of the trash removal costs which are attributable to such excess usage.

(f)            The Landlord does not warrant that any utilities provided by any utility company for the Building or the Landlord will be free from shortages, failures, variations or interruptions caused by repairs, maintenance, replacements, improvements, alterations, changes of service, strikes, lockouts, labor controversies, accidents, inability to obtain services, fuel, steam, water or supplies, governmental requirements or requests, or other causes beyond the Landlord’s reasonable control. The Landlord in no event shall be liable for damages by reason of such shortage, failure or variation, including without limitation loss of profits, business interruption or other incidental or consequential damages unless caused by Landlord or its agents, employees and/or contractors.

9.             REPAIRS AND MAINTENANCE.

9.1.          Landlord’s Duty to Maintain Structure. The Landlord shall maintain or cause to be maintained in good operating condition the structure of the Building and shall be responsible for structural repairs to the exterior walls, load bearing elements, foundations, roofs, structural columns and structural floors with respect thereto, and the Landlord shall make all required repairs thereto, provided, however, that if the necessity for such repairs shall have arisen, in whole or in part, from the gross negligence or willful acts or omissions of the Tenant, its agents, concessionaires, officers, employees, licensees, invitees or contractors, or by any unusual use

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(other than a use consistent with general office use) of the Premises by the Tenant, then the Landlord may collect the cost of such repairs, as Additional Rent, upon demand.

9.2.          Tenant’s Duty to Maintain Premises.

9.2.1.       Except as provided in subsection 9.1, the Tenant shall keep and maintain the Premises and all fixtures and equipment located therein in a good, safe, clean and sanitary condition consistent with the operation of a first-class office building, and in compliance with all legal requirements with respect thereto. Except as provided in subsection 9.1, all injury, breakage and damage to the Premises (and to any other part of the Building and/or the Project, if caused by any act or omission of the Tenant, its agents, concessionaires, officers, employees, licensees, invitees or contractors) caused by Tenant its agents, concessionaires, officers, employees, licensees, invitees or contractors shall be repaired or replaced by the Tenant at its expense. The Tenant shall keep and maintain all pipes and conduits and all mechanical, electrical, HVAC and plumbing systems contained within the Premises in good, safe, clean and sanitary condition.

9.2.2.       The Tenant shall keep the Premises in a neat, clean and orderly appearance to a standard of cleanliness and hygiene reasonably satisfactory to the Landlord. The Tenant shall (a) surrender the Premises at the expiration of the Term or at such other time as the Tenant may vacate the Premises in as good condition as when received, except for (i) ordinary wear and tear, (ii) damage by casualty (other than such damage by casualty which is caused, in whole or in part, by the gross negligence or willful act or omissions of the Tenant, its agents, officers, employees, licensees, invitees or contractors and which is not wholly covered by the Landlord’s hazard insurance policy), or (iii) acts of God, and (b) take care not to overload the electrical wiring serving the Premises or located within the Premises.

10.          IMPROVEMENTS.

10.1.        Base Building and Initial Tenant Improvements. Landlord shall deliver the Premises in “as-is” condition; provided, however, that prior to the Lease Commencement Date, Landlord shall install an entry door into the Premises at the east end of the catwalk/bridge, shall install pedestrian gates at the top and bottom of the circular stair, and shall repair or replace the ceiling-hung HTVAC unit. Landlord shall deliver in good working order the Common Areas of the Project, as well as the structural, mechanical, electrical, plumbing, fire/life/safety, and other systems in the Building.

10.2.        Tenant Alterations. The Tenant shall not make any alteration, improvement or addition in the aggregate costing more than Twenty Thousand Dollars ($20,000) (collectively “Alterations”) to the Premises without first:

(i)  presenting to the Landlord plans and specifications therefor and obtaining the Landlord’s written consent thereto (which shall not, in the case of (1) non-structural interior Alterations, or (2) Alterations which would not affect any electrical, mechanical, plumbing or other Building systems, be unreasonably withheld, conditioned or delayed, so long as such Alterations will not violate applicable law or the provisions of this Lease,

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or impair the value of the Premises, the Building or the rest of the Project or be visible from the exterior of the Building) and

(ii)  obtaining any and all governmental permits or approvals for such Alterations, which are required by applicable law; provided, that (1) any and all contractors or workmen performing such Alterations must first be approved by the Landlord, (2) all work is performed in a good and workmanlike manner in compliance with all applicable codes, rules, regulations and ordinances, and (3) the Tenant shall restore the Premises to its condition immediately before such Alterations were made, by not later than the date on which the Tenant vacates the Premises or the Termination Date, whichever is earlier.

Notwithstanding the foregoing, Tenant shall be permitted to make Alterations to the Premises which are (i) purely cosmetic or decorative, (ii) do not affect the structural components of the Building and (iii) which cost in the aggregate less than $20,000, without Landlord’s consent. The Tenant shall be responsible for the cost of repairing any damage to the Building caused by bringing therein any property for its use, or by the installation or removal of such property, regardless of fault or by whom such damage is caused. As a condition for approving any Alterations on the Premises by the Tenant, the Landlord shall have the right to require the Tenant, or the Tenant’s contractor, to furnish a bond in an amount equal to the estimated cost of construction with a corporate surety approved by the Landlord for (i) completion of the construction and (ii) indemnification of the Landlord and the Tenant, as their interests may appear, against liens for labor and materials, which bond shall be furnished before any work has begun or any materials are delivered.

10.3.        Acceptance of Possession. The Tenant shall for all purposes of this Lease be deemed to have accepted the Premises and the Building and to have acknowledged them to be in the condition called for hereunder except with respect to those defects of which the Tenant notifies the Landlord within thirty (30) days after the Rent Commencement Date.

10.4.        Fixtures. Any and all improvements, repairs, alterations and all other property attached to, used in connection with or otherwise installed within the Premises by the Landlord or the Tenant shall become the Landlord’s property, without payment therefor by the Landlord, immediately on the completion of their installation; provided that any machinery, equipment or fixtures installed by the Tenant and used in the conduct of the Tenant’s trade or business (rather than to service the Premises, the Building or the Project generally) and not part of the Building Service Equipment shall remain the Tenant’s property; but further provided that if any leasehold improvements made by the Tenant replaced any part of the Premises, such leasehold improvements that replaced any part of the Premises shall be and remain the Landlord’s property.

11.          LANDLORD’S RIGHT OF ENTRY.

The Landlord and its authorized representatives shall be entitled to enter the Premises at any reasonable time during the Tenant’s usual business hours, after giving the Tenant at least twenty-four (24) hours’ oral or written notice thereof, (a) to inspect the Premises, (b) during the last twelve (12) months of the Term, to exhibit the Premises (i) to any existing or prospective purchaser or Mortgagee thereof, or (ii) to any prospective tenant thereof, provided that in doing

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so the Landlord and each such invitee observes all reasonable safety standards and procedures which the Tenant may require, and (c) to make any repair thereto and/or to take any other action therein which the Landlord is permitted to take by this Lease or applicable law (provided, that in any situation in which, due to an emergency or otherwise, the Landlord reasonably believes the physical condition of the Premises, the Building or any part of the Project would be unreasonably jeopardized unless the Landlord were to take such action immediately, the Landlord shall not be required to give such notice to the Tenant and may enter the same at any time). Nothing in this section shall be deemed to impose any duty on the Landlord to make any such repair or take any such action, and the Landlord’s performance thereof shall not constitute a waiver of the Landlord’s right hereunder to have the Tenant perform such work. Provided that the Landlord diligently proceeds with, and uses commercially reasonable efforts to minimize disruption to the Tenant during the performance of, such repairs or the taking of such action, the Landlord shall not be liable to the Tenant for any inconvenience, annoyance, disturbance, loss of business or other damage sustained by the Tenant by reason of the making of such repairs, the taking of such action or the bringing of materials, supplies and equipment upon the Premises during the course thereof, and the Tenant’s obligations under this Lease shall not be affected thereby.

12.          DAMAGE OR DESTRUCTION.

12.1.        Option to Terminate. If during the Term either the Premises or any portion of the Building or the Project are substantially damaged or destroyed by fire or other casualty thereby rendering the Premises totally or partially inaccessible or unusable, the Landlord shall have the option (which it may exercise by giving written notice thereof to the Tenant within sixty (60) days after the date on which such damage or destruction occurs) to terminate this Lease as of the date specified in such notice (which date shall not be earlier than the thirtieth (30th) day after such notice is given). On such termination, the Tenant shall pay to the Landlord all Base Rent, Additional Rent and other sums and charges payable by the Tenant hereunder and accrued through the date of termination (as justly apportioned to such date). If the Landlord does not terminate this Lease pursuant to this section, the Landlord shall diligently repair and restore the Premises and the Building to substantially the same condition they were in prior to such damage or destruction as soon thereafter as is reasonably possible, taking into account any delay experienced by the Landlord in recovering the proceeds of any insurance policy payable on account of such damage or destruction and in obtaining any necessary permits. Until the Premises are so repaired, the Base Rent (and each installment thereof) and the Additional Rent shall abate in proportion to the floor area of so much, if any, of the Premises as is rendered substantially unusable by the Tenant by such damage or destruction. If, within forty-five (45) days after the occurrence of the damage or destruction described in this section 12.1, Landlord determines in its sole but reasonable judgment that the repairs and restoration cannot be substantially completed within one hundred eighty (180) days after the date of such damage or destruction, and provided Landlord does not elect to terminate this Lease pursuant to this section, then Landlord shall promptly notify Tenant of such determination. For a period continuing through the later of the thirtieth (30th) day after the occurrence of the damage or destruction or the tenth (10th) day after receipt of such notice, Tenant shall have the right to terminate this Lease by providing written notice to Landlord (which date of termination shall be not more than thirty (30) days after the date of Tenant’s notice to Landlord).

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12.2.        No Termination of Lease. Except as is otherwise expressly permitted by subsection 12.1, no total or partial damage to or destruction of any or all of the Premises shall entitle either party hereto to surrender or terminate this Lease, or shall relieve the Tenant from its liability hereunder to pay in full the Base Rent, any Additional Rent and all other sums and charges which are otherwise payable by the Tenant hereunder, or from any of its other obligations hereunder, and the Tenant hereby waives any right now or hereafter conferred upon it by statute or otherwise, on account of any such damage or destruction, to surrender this Lease, to quit or surrender any or all of the Premises, or to have any suspension, diminution, abatement or reduction of the Base Rent or any Additional Rent or other sum payable by the Tenant hereunder.

13.          CONDEMNATION.

13.1.        Termination of Lease. If any or all of the Premises and/or of that portion of the Project underlying the Premises is taken by the exercise of any power of eminent domain or is conveyed to or at the direction of any governmental entity under a threat of any such taking (each of which is herein referred to as a “Condemnation”), this Lease shall terminate on the date on which the title to so much of the Premises as is the subject of such Condemnation vests in the condemning authority, unless the parties hereto otherwise agree in writing. If all or any substantial portion of the Building or the Project other than that portion thereof underlying the Premises is taken or conveyed in a Condemnation, the Landlord shall be entitled, by giving written notice thereof to the Tenant, to terminate this Lease on the date on which the title to so much thereof as is the subject of such Condemnation vests in the condemning authority. The Landlord shall notify Tenant of any Condemnation promptly after the Landlord receives notice thereof. If Landlord does not elect to terminate the Lease pursuant to this Section, then within ten (10) days after receipt of such notice, the Tenant shall have the right to terminate this Lease with respect to the remainder of the Premises not so condemned as of the date title vests in such authority, but only if such Condemnation renders said remainder of the Premises totally unusable for their intended purpose. If this Lease is not terminated pursuant to this subsection, the Landlord shall restore any of the Premises damaged by such Condemnation substantially to its condition immediately before such Condemnation, as soon after the Landlord’s receipt of the proceeds of such Condemnation as is reasonably possible under the circumstances.

13.2.        Condemnation Proceeds. Regardless of whether this Lease is terminated under this section, the Tenant shall have no right in any such Condemnation to make any claim on account thereof against the condemning authority, except that the Tenant may make a separate claim for the Tenant’s moving expenses and the value of the Tenant’s trade fixtures, provided that such claim does not reduce the sums otherwise payable by the condemning authority to the Landlord. Except as aforesaid, the Tenant hereby (a) waives all claims which it may have against the Landlord or such condemning authority by virtue of such Condemnation, and (b) assigns to the Landlord all such claims (including but not limited to all claims for leasehold damages or diminution in value of the Tenant’s leasehold interest hereunder).

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13.3.Effect on Rent. If this Lease is terminated under this section, any Base Rent, any Additional Rent and all other sums and charges required to paid by the Tenant hereunder shall be apportioned and paid to the date of such termination. If this Lease is not so terminated in the event of a Condemnation, the Base Rent (and each installment thereof) and the Additional Rent shall be abated from the date on which the title to so much, if any, of the Premises as is the subject of such Condemnation vests in the condemning authority, through the Termination Date, in proportion to the floor area of such portion of the Premises as is the subject of such Condemnation.

13.4.No Termination of Lease. Except as otherwise expressly provided in this section 13, no total or partial Condemnation shall entitle either party hereto to surrender or terminate this Lease, or shall relieve the Tenant from its liability hereunder to pay in full the Base Rent, any Additional Rent and all other sums and charges which are otherwise payable by the Tenant hereunder, or from any of its other obligations hereunder, and the Tenant hereby waives any right now or hereafter conferred upon it by statute or otherwise, on account of any such Condemnation, to surrender this Lease, to quit or surrender any or all of the Premises, or to receive any suspension, diminution, abatement or reduction of the Base Rent or any Additional Rent or other sum payable by the Tenant hereunder.

14.ASSIGNMENT AND SUBLETTING.

14.1.Landlord’s Consent Required. The Tenant shall not assign this Lease, in whole or in part, nor sublet all or any part of the Premises, nor license concessions or lease departments therein, nor otherwise permit any other person to occupy or use any portion of the Premises (collectively, a “Transfer”), without in each instance first obtaining the written consent of the Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Tenant shall have the right without Landlord’s prior written consent to assign this Lease or sublet all or any part of the Premises to any parent, subsidiary, affiliate corporation of the survivor of any merger or to the purchaser of all or substantially all of the assets of Tenant (an “Affiliate”). Landlord shall grant or deny with reasonable specificity any Tenant request to Transfer within thirty (30) days after such request. If Landlord fails to timely grant or deny with reasonable specificity, then Landlord shall be deemed to have granted its consent. Consent by the Landlord to any assignment, subletting, licensing or other transfer shall not (i) constitute a waiver of the requirement for such consent to any subsequent assignment, subletting, licensing or other Transfer, (ii) relieve the Tenant from its duties, responsibilities and obligations under this Lease, or (iii) relieve any guarantor of this Lease from such guarantor’s obligations under its guaranty agreement.

14.2.Acceptance of Rent from Transferee. The acceptance by the Landlord of the payment of Rent from any person following any act, assignment or other Transfer prohibited by this section shall not constitute a consent to such act, assignment or other Transfer, nor shall the same be deemed to be a waiver of any right or remedy of the Landlord’s hereunder.

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14.3.Conditions of Consent.

14.3.1.If the Tenant receives consent to a Transfer under subsection 14.1 above, then, in addition to any other terms and conditions imposed by the Landlord in the giving of such consent, the Tenant and the transferee shall execute and deliver, on demand, an agreement prepared by the Landlord providing that the transferee shall be directly bound to the Landlord to perform all obligations of the Tenant hereunder including, without limitation, the obligation to pay all Rent and other amounts provided for herein; acknowledging and agreeing that there shall be no subsequent Transfer of this Lease or of the Premises or of any interest therein without the prior consent of the Landlord pursuant to subsection 14.1 above; acknowledging that the Tenant as originally named herein (and any guarantor) shall remain fully liable for all obligations of the tenant hereunder, including the obligation to pay all Rent provided herein and including any and all obligations arising out of any subsequent amendments to this Lease made between the Landlord and the transferee (whether or not consented to by the Tenant and/or any guarantor), jointly and severally with the transferee; and such other provisions as the Landlord shall require.

14.3.2.All reasonable costs (not to exceed $2000) incurred by the Landlord in connection with any request for consent to a Transfer, including reasonable costs of investigation and the reasonable fees of the Landlord’s counsel, shall be paid by the Tenant on demand as a further condition of any consent which may be given.

14.4.Profits from Use or Transfer.

14.4.1.Neither the Tenant nor any other person having an interest in the use, occupancy or other utilization of space in the Premises shall enter into any lease, sublease, license, concession or other Transfer which provides for rent or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived from the Premises, and any such purported lease, sublease, license, concession or other Transfer shall be absolutely void and ineffective as a conveyance or creation of any right or interest in the possession, use, occupancy or utilization of any part of the Premises.

14.4.2.The Tenant agrees that in the event of a Transfer, the Tenant shall pay the Landlord, within ten (10) days after receipt thereof, fifty percent (50%) of the excess of (i) any and all consideration, money or thing of value, however characterized, received by the Tenant or payable to the Tenant in connection with or arising out of such Transfer, over (ii) all amounts otherwise payable by the Tenant to the Landlord pursuant to this Lease (including transaction costs).

14.5.Landlord’s Right of Recapture. If Tenant intends to sublease more than 50% of the Premises or assign this Lease to an entity other than an Affiliate, then Tenant shall give written notice of such intent to Landlord, which notice shall constitute an offer to Landlord to recapture the Premises, or the portion of the Premises covered by such sublease, as the case may be. Tenant’s notice to Landlord shall identify the specific “Rental Area” of the Premises subleased or indicate that the Lease is to be assigned, and the date of commencement and termination of the sublease or the effective date for the assignment, and shall include a copy of all of the documents relating to such sublease or assignment. Within thirty (30) days after Landlord’s receipt of Tenant’s notice, Landlord may at its sole option elect to recapture the

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Premises or such portion thereof, as the case may be, by giving Tenant written notice thereof. If Landlord exercises its option, Tenant shall notify the prospective subtenant or assignee of Landlord’s election, shall terminate the agreement with such prospective subtenant or assignee if so directed by Landlord, and shall surrender the space to Landlord pursuant to a written partial or total surrender of lease, as applicable, reasonably satisfactory to both parties, providing for the termination of this Lease as of the commencement date set forth in the proposed sublease or assignment with respect to the Premises or such portion thereof and the parties’ obligations to each other with respect to such space. Upon any partial termination under this Section 14.5, (x) the Rental Area of the Premises shall be adjusted, and the base rent and additional rent shall be pro-rated as of the date of termination and shall be abated following the termination as to the surrendered Rental Area, and (y) Landlord, at Landlord’s sole cost and expense, shall construct Building standard demising walls to separate the space covered by such partial termination from the remaining part of the Premises.

15.RULES AND REGULATIONS.

The Landlord shall have the right to prescribe, at its sole but reasonable discretion, the Rules and Regulations. The Rules and Regulations may govern, without limitation, the use of sound apparatus, noise or vibrations emanating from machinery or equipment, obnoxious fumes and/or odors, the parking of vehicles, lighting and storage and disposal of trash and garbage. The Landlord will not enforce the Rules and Regulations in a discriminatory manner and will make reasonable efforts to enforce the Rules and Regulations uniformly against all tenants. The Tenant shall adhere to the Rules and Regulations and shall cause its agents, employees, invitees, visitors and guests to do so. A copy of the Rules and Regulations in effect on the date hereof is attached hereto as Exhibit C. The Landlord shall have the right to amend the Rules and Regulations from time to time.

16.SUBORDINATION AND ATTORNMENT.

16.1.Subordination.

16.1.1.Subject to the terms of this Section 16 and unless a Mortgagee otherwise shall elect as provided in subsection 16.2, the Tenant’s rights under this Lease are and shall remain subject and subordinate to the operation and effect of any mortgage, deed of trust or other security instrument constituting a lien upon the Premises, and/or the Project, whether the same shall be in existence on the date hereof or created hereafter (any such lease, mortgage, deed of trust or other security instrument being referred to herein as a “Mortgage,” and the party or parties having the benefit of the same, whether as beneficiary, trustee or noteholders being referred to hereinafter collectively as “Mortgagee”). The Tenant’s acknowledgment and agreement of subordination as provided for in this section is self-operative and no other instrument of subordination shall be required; however, the Tenant shall execute, within fifteen (15) days after request therefor, a document providing for such further assurance thereof and for such other matters as shall be requisite or as may be requested from time to time by the Landlord or any Mortgagee. Upon Tenant’s written request, Landlord will use reasonable efforts to obtain a non-disturbance agreement from the current Mortgagee on said Mortgagee’s standard form.

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16.1.2.The Landlord hereby directs the Tenant, upon (i) the occurrence of any event of default by the Landlord, as mortgagor under any Mortgage, (ii) the receipt by the Tenant of a notice of the occurrence of such event of default under such Mortgage from the Landlord or such Mortgagee, or (iii) a direction by the Mortgagee under such Mortgage to the Tenant to pay all Rent thereafter to such Mortgagee, to make such payment to such Mortgagee, and the Landlord agrees that in the event that the Tenant makes such payments to such Mortgagee, as aforesaid, the Tenant shall not be liable to the Landlord for the same. In addition, the Mortgagee (and any person who acquires the property from Mortgagee) shall not be responsible for security deposits not actually received by the Mortgagee, or its affiliate, after the Mortgagee, or its affiliate, becomes the owner of the property.

16.2.Mortgagee’s Unilateral Subordination. If a Mortgagee shall so elect by notice to the Tenant or by the recording of a unilateral declaration of subordination, this Lease and the Tenant’s rights hereunder shall be superior and prior in right to the Mortgage of which such Mortgagee has the benefit, with the same force and effect as if this Lease had been executed, delivered and recorded prior to the execution, delivery and recording of such Mortgage, subject, nevertheless, to such conditions as may be set forth in any such notice or declaration.

16.3.Attornment. If any Person shall succeed to all or any part of the Landlord’s interest in the Premises, whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination of lease or otherwise, and if such successor-in-interest requests or requires, the Tenant shall attorn to such successor-in-interest and shall execute within fifteen (15) days after receipt thereof an agreement in confirmation of such attornment in a form as may be reasonably requested by such successor-in-interest.

16.4.Superior Leases. Tenant acknowledges that Landlord may restructure the ownership of the Project involving one or more ground leases or master leases (the “Superior Leases”). In such event, Tenant agrees that it will subordinate this Lease to such Superior Leases or, at Landlord’s option, enter into a new sublease with the applicable master lessee upon substantially the same terms and conditions as are set forth herein, provided that in connection with such subordination or such new sublease, Tenant shall have the benefit of a non-disturbance agreement which shall provide in substance, along with other matters deemed reasonable or desirable by Landlord, that so long as Tenant is not in default, Tenant’s rights of use and occupancy shall not be disturbed in the event of a termination of any Superior Lease.

17.DEFAULTS AND REMEDIES.

17.1.“Event of Default” Defined. Any one or more of the following events shall constitute an “Event of Default” under the terms of this Lease:

(a)the failure of the Tenant to pay any Rent or other sum of money due hereunder to the Landlord or any other person within five (5) days after receipt of written notice from Landlord that the same is due;

(b)the sale of the Tenant’s interest in the Premises under attachment, execution or similar legal process without the Landlord’s prior written approval;

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(c)the filing of a petition proposing the adjudication of the Tenant as a bankrupt or insolvent, or the reorganization of the Tenant, or an arrangement by the Tenant with its creditors, whether pursuant to the Federal Bankruptcy Act or any similar federal or state proceeding, unless such petition is filed by a party other than the Tenant and is withdrawn or dismissed within sixty (60) days after the date of its filing;

(d)the admission in writing by the Tenant of its inability to pay its debts when due;

(e)the appointment of a receiver or trustee for the business or property of the Tenant, unless such appointment is vacated within sixty (60) days of its entry;

(f)the making by the Tenant of an assignment for the benefit of its creditors;

(g)a default by the Tenant in the performance or observance of any covenant or agreement of this Leases to be performed or observed by the Tenant (other than as set forth in clauses (a) through (f) above), which default is not cured within thirty (30) days after the giving of written notice thereof by the Landlord, unless such default is of such nature that it cannot be cured within such 30-day period, in which event an Event of Default shall not be deemed to have occurred if the Tenant institutes a cure within the 30-day period and thereafter diligently and continuously prosecutes the curing of the same until completion, but in no event shall such cure period exceed ninety (90) days; provided, however, that if the Tenant defaults in the performance of any such covenant or agreement more than two (2) times during the Term, then notwithstanding that such defaults have each been cured by the Tenant, any further defaults shall be deemed an Event of Default without the ability to cure; or

(h)the vacating or abandonment of the Premises by the Tenant at any time during the Term.

17.2.Landlord’s Remedies. Upon the occurrence of an Event of Default, the Landlord, without notice to the Tenant in any instance (except where expressly provided for below), may do any one or more of the following:

(a)perform, on behalf and at the expense of the Tenant, any obligation of the Tenant under this Lease which the Tenant has failed to perform beyond any applicable grace or cure periods and of which the Landlord shall have given the Tenant notice (except in an emergency situation in which no notice is required), the cost of which performance by the Landlord, together with interest thereon at the Default Rate from the date of such expenditure, shall be deemed Additional Rent and shall be payable by the Tenant to the Landlord as otherwise set forth herein;

(b)elect to terminate this Lease and the tenancy created hereby by giving notice of such election to the Tenant without any right on the part of the Tenant to save the forfeiture by payment of any sum due or by other performance of condition, term, agreement or covenant broken, or elect to terminate the Tenant’s possessory rights and all other rights of the Tenant without terminating this Lease, and in either event, at any time thereafter without notice or demand and without any liability whatsoever, re-enter the Premises by force, summary proceedings or otherwise, and remove the Tenant and all other persons and property from the Premises, and store such Project in a public warehouse or elsewhere at the cost and for the

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account of the Tenant without resort to legal process and without the Landlord being deemed guilty of trespass or becoming liable for any loss or damage occasioned thereby;

(c)accelerate the Rent and any other charges, whether or not stated to be Additional Rent, for the entire balance of the Term, or any part of such Rent, and any costs, whether chargeable to the Landlord or the Tenant, as if by the terms of this Lease the balance of the Rent and other charges and expenses were on that date payable in advance;

(d)cause an attorney for the Landlord to proceed in any competent court for judgment in ejectment against the Tenant and all persons claiming under the Tenant for the recovery by the Landlord of possession of the Premises, and if for any reason after such action has been commenced it is canceled or suspended and possession of the Premises remains in or is restored to the Tenant, the Landlord shall have the right upon any subsequent default or upon the expiration or termination of this Lease, or any renewal or extension hereof, to bring one or more actions to recover possession of the Premises; and

(e)exercise any other legal and/or equitable right or remedy which it may have at law or in equity, including rights of specific performance and/or injunctive relief, where appropriate.

In any action for possession of the Premises or for monetary damages, including Termination Damages and Liquidated Damages, or for the recovery of Rent due for the balance of the Term, the Landlord may cause to be filed in such action an affidavit setting forth the facts necessary to authorize the entry of judgment. If a true copy of this Lease (and of the truth of the copy, such affidavit shall be sufficient proof) must be filed in such action, it shall not be necessary to file the original, notwithstanding any law, rule of court, custom or practice to the contrary.

17.3.Damages.

(a)If this Lease is terminated by the Landlord pursuant to subsection 17.2, the Tenant nevertheless shall remain liable for any Rent and damages which may be due or sustained prior to such termination, as well as all reasonable costs, fees and expenses, including, without limitation, sheriffs’ or other officers’ commissions whether chargeable to the Landlord or the Tenant, watchmen’s wages, brokers’ and attorneys’ fees, and repair and renovation costs incurred by the Landlord in pursuit of its remedies hereunder, and/or in connection with any bankruptcy proceedings of the Tenant, and/or in connection with renting the Premises to others from time to time (all such Rent, damages, costs, fees and expenses being referred to herein as “Termination Damages”), plus additional damages for all Rent treated as in arrears (“Liquidated Damages”). At the election of the Landlord, Termination Damages shall be an amount equal to either:

(i)the Rent which, but for the termination of this Lease, would have become due during the remainder of the Term, less the amount or amounts of rent, if any, which the Landlord receives during such period from others to whom the Premises may be rented (other than any additional rent received by the Landlord as a result of any failure of such other person to perform any of its obligations to the Landlord), in which case Termination Damages shall be computed and payable in monthly installments, in advance, on the first business day of each calendar month following the termination of

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this Lease and shall continue until the date on which the Term would have expired but for such termination, and any action or suit brought to collect any such Termination Damages for any month shall not in any manner prejudice the right of the Landlord to collect any Termination Damages for any subsequent months by similar proceeding; or

(ii)the present worth (as of the date of such termination) of the Rent which, but for the termination of this Lease, would have become due during the remainder of the Term, less the fair rental value of the Premises, as determined by an independent real estate appraiser or broker selected by the Landlord, in which case such Termination Damages shall be payable to the Landlord in one lump sum on demand, and shall bear interest at the Default Rate. “Present worth” shall be computed by discounting such amount to present worth at a rate equal to one percentage point above the discount rate then in effect at the Federal Reserve Bank.

(b)Notwithstanding anything to the contrary set forth in this subsection 17.3, in the event (i) the Landlord must initiate legal action to enforce any one or more of the provisions of this Lease against the Tenant, its successors or assigns, or (ii) the Landlord must consult with and/or engage an attorney(s) in order (A) to enforce any one or more of the provisions of this Lease against the Tenant, its successors or assigns, or (B) in connection with any bankruptcy proceeding of the Tenant, whether or not such consultation and/or engagement results in the initiation of any judicial action or termination of this Lease, then and in any of such events, the Tenant, its successors and assigns, undertakes and agrees to pay any and all reasonable costs incurred by the Landlord in connection therewith, including, by way of illustration and not of limitation, all reasonable attorneys’ fees (inclusive of consultation fees, research costs and correspondence fees), court costs (if awarded post-judgment) and any similar professional fees or costs associated therewith. If Tenant is in default under this Lease and has vacated the Premises, and if Landlord has terminated this Lease as a result of such default, then Landlord shall thereafter use reasonable efforts to relet the Premises; provided, however, that Tenant understands and agrees that Landlord’s main priority will be the leasing of other space in the Building (and not then leased by Landlord) and the reletting of the Premises will be of lower priority.

17.4.Waiver of Jury Trial. Each party hereto hereby waives any right which it may otherwise have at law or in equity to a trial by jury in connection with any suit or proceeding at law or in equity brought by the other against the waiving party or which otherwise relates to this lease, as a result of an event of default or otherwise. The Tenant agrees that in the event the Landlord commences any summary proceeding for nonpayment of rent or possession of the Premises, the Tenant will not, and hereby waives, all right to interpose any counterclaim of whatever nature in any such proceeding.

18.ESTOPPEL CERTIFICATE.

(a)The Tenant shall, without charge, at any time and from time to time, within fifteen (15) days after receipt of a written request therefor from the Landlord, execute, acknowledge and deliver to the Landlord, and to such Mortgagee or other party as may be designated by the Landlord, a written estoppel certificate in form and substance as may be

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requested from time to time by the Landlord, the other party or any Mortgagee, certifying to the other party, any Mortgagee, any purchaser of Landlord’s interest in all or any part of the Project, or any other person or entity designated by the other party, as of the date of such estoppel certificate, the following: (a) whether the Tenant is in possession of the Premises; (b) whether this Lease is in full force and effect; (c) whether there are any amendments to this Lease, and if so, specifying such amendments; (d) whether there are any then-existing setoffs or defenses against the enforcement of any rights hereunder, and if so, specifying such matters in detail; (e) the dates, if any, to which any rent or other sums due hereunder have been paid in advance and the amount of any security deposit held by the Landlord; (f) that the Tenant has no knowledge of any then existing defaults of the Landlord under this Lease, or if there are such defaults, specifying them in detail; (g) that the Tenant has no knowledge of any event having occurred that authorized the termination of this Lease by the Tenant, or if such event has occurred, specifying it in detail; (h) the address to which notices to the Tenant should be sent; and (i) any and all other matters reasonably requested by the Landlord, any Mortgagee and/or any other person or entity designated by the Landlord. Any such estoppel certificate may be relied upon by the person or entity to whom it is directed or by any other person or entity who could reasonably be expected to rely on it in the normal course of business. The failure of the Tenant to execute, acknowledge and deliver such a certificate in accordance with this section within fifteen (15) days after a request therefor by the Landlord shall constitute an acknowledgment by the Tenant, which may be relied on by any person or entity who would be entitled to rely upon any such certificate, that such certificate as submitted by the requesting party to the other party is true and correct, and the requesting party is hereby authorized to so certify.

(b)Landlord also agrees to provide to Tenant a similar estoppel certificate from time to time within fifteen (15) days after Tenant’s written request.

19.QUIET ENJOYMENT.

The Landlord hereby warrants that, so long as all of the Tenant’s obligations hereunder are timely performed, the Tenant will have during the Term quiet and peaceful possession of the Premises and enjoyment of such rights as the Tenant may hold hereunder to use the Common Areas, except if and to the extent that such possession and use are terminated pursuant to this Lease.

20.NOTICES.

Except as may be otherwise provided in this Lease, any notice, demand, consent, approval, request or other communication or document to be provided hereunder to the Landlord or the Tenant (a) shall be in writing, and (b) shall be deemed to have been provided (i) two (2) days following the date sent as certified mail in the United States mails, postage prepaid, return receipt requested, (ii) on the day following the date it is deposited prior to the close of business with Federal Express or another national courier service or (iii) on the date of hand delivery (if such party’s receipt thereof is acknowledged in writing), in each case to the address of such party set forth hereinbelow or to such other address as such party may designate from time to time by notice to each other party hereto.

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If to the Landlord, notice shall be sent to:

Can Company LLC

c/o Struever Brothers Eccles and Rouse

1040 Hull Street, Suite 200

Baltimore, Maryland 21230

Attention: Property Management

with a copy to:

John P. Machen, Esquire

Piper Marbury Rudnick & Wolfe LLP

6225 Smith Avenue

Baltimore, Maryland 21209-3600

If to the Tenant, notice shall be sent to:

Millennial Media, Inc.

2400 Boston Street,

Suite 301

Baltimore, MD 21224

With a copy to:

John G. Lavoie, Esquire

Cooley LLP

One Freedom Square

11951 Freedom Drive, Suite 1550

Reston, Virginia 20190-5656

21.          GENERAL

21.1.        Effectiveness. This Lease shall become effective on and only on its execution and delivery by each party hereto.

21.2.        Complete Understanding. This Lease represents the complete understanding between the parties hereto as to the subject matter hereof, and supersedes all prior negotiations, representations, guaranties, warranties, promises, statements and agreements, either written or oral, between the parties hereto as to the same.

21.3.        Amendment. This Lease may be amended by and only by an instrument executed and delivered by each party hereto.

21.4.        Waiver. No party hereto shall be deemed to have waived the exercise of any right which it holds hereunder unless such waiver is made expressly and in writing (and, without limiting the generality of the foregoing, no delay or omission by any party hereto in exercising any such right shall be deemed a waiver of its future exercise). No such waiver made in any

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instance involving the exercise of any such right shall be deemed a waiver as to any other such instance or any other such right. Without limiting the generality of the foregoing provisions of this subsection, the Landlord’s receipt or acceptance of any Base Rent, Additional Rent or other sum from the Tenant or any other person shall not be deemed a waiver of the Landlord’s right to enforce any of its rights hereunder on account of any default by the Tenant in performing its obligations hereunder.

21.5.        Applicable Law. This Lease shall be given effect and construed by application of the laws of Maryland, and any action or proceeding arising hereunder shall be brought in the courts of Maryland; provided, however, that if any such action or proceeding arises under the Constitution, laws or treaties of the United States of America, or if there is a diversity of citizenship between the parties thereto, so that it is to be brought in a United States District Court, it may be brought only in the United States District Court for Maryland or any successor federal court having original jurisdiction.

21.6.        Commissions. Tenant warrants and represents to Landlord that it has not engaged any real estate broker or agent in connection with this Lease or its negotiation except CB Richard Ellis. Landlord represents and warrants to Tenant that it has not engaged any real estate broker or agent in connection with this Lease or its negotiation except Cassidy Turley. Any and all commissions due such brokers shall be paid in accordance with the terms and conditions set forth in a separate written agreement or agreements between the parties set forth above.. Subject to the foregoing, each party hereto hereby represents and warrants to the other that, in connection with such leasing, the party so representing and warranting has not dealt with any real estate broker, agent or finder, and there is no commission, charge or other compensation due on account thereof. Each party hereto shall indemnify and hold harmless the other against and from any inaccuracy in such party’s representation.

21.7.        Landlord’s Liability. No Person holding the Landlord’s interest hereunder (whether or not such Person is named as the “Landlord” herein) shall have any liability hereunder after such Person ceases to hold such interest, except for any such liability accruing while such Person holds such interest. No Mortgagee not in possession of the Premises shall have any liability hereunder. Neither the Landlord nor any principal of the Landlord, whether disclosed or undisclosed, shall have any personal liability under this Lease. If the Landlord defaults in performing any of its obligations hereunder or otherwise, the Tenant shall look solely to the Landlord’s equity, interest and rights in the Project to satisfy the Tenant’s remedies on account thereof.

21.8.        Disclaimer of Partnership Status. Nothing in this Lease shall be deemed in any way to create between the parties hereto any relationship of partnership, joint venture or association, and the parties hereto hereby disclaim the existence of any such relationship.

21.9.        Remedies Cumulative. No reference to any specific right or remedy shall preclude the Landlord from exercising any other right or from having any other remedy or from maintaining any action to which it may otherwise be entitled at law or in equity. No failure by the Landlord to insist upon the strict performance of any agreement, term, covenant or condition hereof, or to exercise any right or remedy consequent upon a breach thereof, and no acceptance of full or partial Rent during the continuance of any such breach, shall constitute a waiver of any

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such breach, agreement, term, covenant or condition. No waiver by the Landlord of any breach by the Tenant under this Lease or of any breach by any other tenant under any other lease of any portion of the Building shall affect or alter this Lease in any way whatsoever.

21.10.      Severability. No determination by any court, governmental or administrative body or agency or otherwise that any provision of this Lease or any amendment hereof is invalid or unenforceable in any instance shall affect the validity or enforceability of (a) any other provision hereof, or (b) such provision in any circumstance not controlled by such determination. Each such provision shall remain valid and enforceable to the fullest extent allowed by, and shall be construed wherever possible as being consistent with, applicable law.

21.11.      Authority. If either of the parties is a corporation, partnership, limited liability company or similar entity, the person executing this Lease on behalf of such party represents and warrants that (a) the applicable party is duly organized and validly existing and (b) this Lease (i) has been authorized by all necessary parties, (ii) is validly executed by an authorized officer or agent of the applicable party and (iii) is binding upon and enforceable against the applicable party in accordance with its terms.

21.12.      Joint and Several Liability. If the Tenant shall be one or more individuals, corporations or other entities, whether or not operating as a partnership or joint venture, then each such individual, corporation, entity, joint venturer or partner shall be deemed to be both jointly and severally liable for the payment of the entire Rent and other payments specified herein.

21.13.      Recordation. Neither this Lease, any amendment to this Lease, nor any memorandum, affidavit or other item with respect thereto shall be recorded by the Tenant or by anyone acting through, under or on behalf of the Tenant, and the recording thereof in violation o this provision shall (i) be deemed an Event of Default and (ii) at the Landlord’s election, make this Lease null and void.

21.14.      Time of Essence. Time shall be of the essence with respect to the performance of the parties’ obligations under this Lease.

21.15.      Interpretation. The Landlord and the Tenant hereby agree that both parties were equally influential in preparing and negotiating this Lease, and each had the opportunity to seek the advice of legal counsel prior to the execution of this Lease. Therefore, the Landlord and the Tenant agree that no presumption should arise construing this Lease more unfavorably against any one party.

21.16.      Headings. The headings of the sections, subsections, paragraphs and subparagraphs hereof are provided herein for and only for convenience of reference and shall not be considered in construing their contents.

21.17.      Construction. As used herein, all references made (a) in the neuter, masculine or feminine gender shall be deemed to have been made in all such genders; (b) in the singular or plural number shall be deemed to have been made, respectively, in the plural or singular number as well; and (c) to any section, subsection, paragraph or subparagraph shall be deemed, unless

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otherwise expressly indicated, to have been made to such section, subsection, paragraph or subparagraph of this Lease.

21.18.      Exhibits. Each writing or drawing referred to herein as being attached hereto as a schedule, an exhibit or otherwise designated herein as a schedule or an exhibit hereto is hereby made a part hereof.

21.19       The Can Company LLC Consent. This Sublease is conditioned upon the consent of the Can Company LLC to this Sublease, which consent shall be evidenced by Can Company LLC’s signature appended hereto.

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IN WITNESS WHEREOF, each party hereto has executed and ensealed this Lease, or caused it to be executed and ensealed on its behalf by its duly authorized representatives, on the date first above written.

WITNESS or ATTEST:	LANDLORD:
	CAN COMPANY TENANT LLC, a Maryland limited liability company
/s/ [ILLEGIBLE]	By:	/s/ J. Martin Lastner	(seal)
		J. Martin Lastner
		Authorized Agent
WITNESS or ATTEST:	TENANT:
	MILLENNIAL MEDIA, INC., a Delaware corporation
/s/ [ILLEGIBLE]	By:	/s/ Michael B. Avon	(seal)
	Name:	Michael B. Avon
	Title:	EVP & CFO
SEEN, ACKNOWLEDGED AND CONSENTED TO:
WITNESS or ATTEST:	PRIME LANDLORD:
	CAN COMPANY LLC, a Maryland limited liability company
/s/ [ILLEGIBLE]	By:	/s/ J. Martin Lastner	(seal)
	Name:	J. Martin Lastner
	Title:	Authorized Agent

EXHIBIT A

Site Plan showing Project and Building

EXHIBIT A

Site Plan showing Property and Building

EXHIBIT B

Drawing showing approximate location of Premises

EXHIBIT C

Current Rules and Regulations

1              The sidewalks, passages and stairways shall not be obstructed by the Tenant or Tenant’s agents, employees, or invitees or used by the Tenant for any purpose other than ingress and egress from and to the Tenant’s premises. The Landlord shall in all cases retain the right to control or prevent access thereto by any person whose presence, in the Landlord’s judgment, would be prejudicial to the safety, peace, character or reputation of the property or of any tenant of the Project.

2.             The toilet rooms, water closets, sinks, faucets, plumbing and other service apparatus of any kind shall not be used by the Tenant for any purpose other than those for which they were installed, and no sweepings, rubbish, rags, ashes, chemicals or other refuse or injurious substances shall be placed therein or used in connection therewith by the Tenant, or left by the Tenant in the lobbies, passages, elevators or stairways of the Building. The expense of any breakage, stoppage or damage to such sinks, toilets and the like shall be borne by the tenant who, or whose employees, contractors or invitees, caused it.

3.             No skylight, window, door or transom of the Building shall be covered or obstructed by the Tenant, and no window shade, blind, curtain, screen, storm window, awning or other material shall be installed or placed on any window or in any window space, except as approved in writing by the Landlord. If the Landlord has installed or hereafter installs any shade, blind or curtain in the Premises, the Tenant shall not remove it without first obtaining the Landlord’s written consent thereto.

4.             No sign, lettering, insignia, advertisement, notice or other thing shall be inscribed, painted, installed, erected or placed in any portion of the Premises which may be seen from outside the Building, or on any window, window space or other part of the exterior or interior of the Building, unless first approved in writing by the Landlord. Names on suite entrances may be provided by and only by the Landlord and at the Tenant’s expense, using in each instance lettering of a design and in a form consistent with the other lettering in the Building, and first approved in writing by the Landlord. The Tenant shall not erect any stand, booth or showcase or other article or matter in or upon the Premises, the Building and/or the Project without first obtaining the Landlord’s written consent thereto.

5.             The Tenant shall not place any other or additional lock upon any door within the Premises or elsewhere upon the Project, and the Tenant shall surrender all keys for all such locks at the end of the Term. The Landlord shall provide the Tenant with one set of keys to the Premises when the Tenant assumes possession thereof.

6.             The Tenant shall not do or permit to be done anything which obstructs or interferes with the rights of any other tenant of the Project. No bird, fish or animal shall be brought into or kept in or about the Premises, the Building and/or the Project.

7.             If the Tenant desires to install signaling, telegraphic, telephonic, protective alarm or other wires, apparatus or devices within the Premises, the Landlord shall direct where and

how they are to be installed and, except as so directed, no installation, boring or cutting shall be permitted. The Landlord shall have the right (a) to prevent or interrupt the transmission of excessive, dangerous or annoying current of electricity or otherwise into or through the Premises, the Building and/or the Project, (b) to require the changing of wiring connections or layout at the Tenant’s expense, to the extent that the Landlord may deem necessary, (c) to require compliance with such reasonable rules as the Landlord may establish relating thereto, and (d) in the event of noncompliance with such requirements or rules, immediately to cut wiring or do whatever else it considers necessary to remove the danger, annoyance or electrical interference with apparatus in any part of the Building and/or the Project. Each wire installed by the Tenant must be clearly tagged at each distributing board and junction box and elsewhere where required by the Landlord, with the number of the office to which such wire leads and the purpose for which it is used, together with the name of the Tenant or other concern, if any, operating or using it.

8.             A directory may be provided by the Landlord on the ground floor of the Building or elsewhere within the Project, on which the Tenant’s name may be placed.

9.             The Landlord shall in no event be responsible for admitting or excluding any person from the Premises. In case of invasion, hostile attack, insurrection, mob violence, riot, public excitement or other commotion, explosion, fire or any casualty, the Landlord shall have the right to bar or limit access to the Project to protect the safety of occupants of the Project, or any property within the Project.

10.          The use of any area within the Project as sleeping quarters is strictly prohibited at all times.

11.          The Tenant shall keep the windows and doors of the Premises (including those opening on corridors and all doors between rooms entitled to receive heating or air conditioning service and rooms not entitled to receive such service) closed while the heating or air-conditioning system is operating, in order to minimize the energy used by, and to conserve the effectiveness of, such systems. The Tenant shall comply with all reasonable rules and regulations from time to time promulgated by the Landlord with respect to such systems or their use.

12.          The Landlord shall have the right to prescribe the weight and position of inventory and of other heavy equipment or fixtures, which shall, if considered necessary by the Landlord, stand on plank strips to distribute their weight. Any and all damage or injury to the Project arising out of the Tenant’s equipment being on the property shall be repaired by the Tenant at its expense. The Tenant shall not install or operate any machinery whose installation or operation may affect the structure of the Building without first obtaining the Landlord’s written consent thereto, and the Tenant shall not install any other equipment of any kind or nature whatsoever which may necessitate any change, replacement or addition to, or in the use of, the water system, the heating system, the plumbing system, the air-conditioning system or the electrical system of the Premises, the Building or the Project without first obtaining the Landlord’s written consent thereto. Business machines and mechanical equipment belonging to the Tenant which cause noise or vibration that may be transmitted to the structure of the Building, any other buildings on the Project, or any space therein to such a degree as to be objectionable to the Landlord or to any tenant, shall be installed and maintained by the Tenant, at

its expense, on vibration eliminators or other devices sufficient to eliminate such noise and vibration. The Tenant shall remove promptly from any sidewalks and other areas on the Project any of the Tenant’s furniture, equipment, inventory or other material delivered or deposited there.

13.          The Tenant shall not place or permit its agents, employees or invitees to place any thing or material on the roof or in the gutters and downspouts of the Building or cut, drive nails into or otherwise penetrate the roof, without first obtaining the Landlord’s written consent thereto. The Tenant shall be responsible for any damage to the roof caused by its employees or contractors. The Tenant shall indemnify the Landlord and hold the Landlord harmless against expenses incurred to correct any damage to the roof resulting from the Tenant’s violation of this rule, as well as any consequential damages to the Landlord or any other tenant of the Project. The Landlord shall repair damage to the roof caused by the Tenant’s acts, omissions or negligence and the Tenant shall reimburse the Landlord for all expenses incurred in making such repairs. The Landlord or its agents may enter the Premises at all reasonable hours to make such roof repairs. If the Landlord makes any expenditure or incurs any obligation for the payment of money in connection therewith, including but not limited to attorneys’ fees in instituting, prosecuting or defending any action or proceeding, such sums paid or obligations incurred, with interest at the Default Rate, and costs, shall be deemed to be Additional Rent and shall be paid by the Tenant to the Landlord within five (5) days after rendition of any bill or statement to the Tenant therefor. The Tenant shall not place mechanical or other equipment on the roof without the Landlord’s prior written consent, which shall be conditioned in part upon the Landlord’s approval of the Tenant’s plans and specifications for such installations. The costs of any roof improvements made pursuant hereto shall be borne by the Tenant.

14.          The Landlord reserves the right to institute energy management procedures when necessary.

15.          The Tenant shall assure that the doors of the Premises are closed and locked and that all water faucets, water apparatus and utilities are shut off before the Tenant and its employees leave the Premises each day.

16.          The Landlord shall have the right to rescind, suspend or modify these Rules and Regulations and to promulgate such other rules or regulations as, in the Landlord’s reasonable judgment, are from time to time needed for the safety, care, maintenance, operation and cleanliness of the Building or the Project, or for the preservation of good order therein. Upon the Tenant’s having been given notice of the taking of any such any action, the Rules and Regulations as so rescinded, suspended, modified or promulgated shall have the same force and effect as if in effect at the time at which the Tenant’s lease was entered into (except that nothing in the Rules and Regulations shall be deemed in any way to alter or impair any provision of such lease).

17.          Nothing in these Rules and Regulations shall give any tenant any right or claim against the Landlord or any other person if the Landlord does not enforce any of them against any other tenant or person (whether or not the Landlord has the right to enforce them against such tenant or person), and no such non-enforcement with respect to any tenant shall constitute a waiver of the right to enforce them as to the Tenant or any other tenant or person.

18.          In any instance in which the Landlord’s prior consent or approval is required, the Landlord shall have the right to withhold or condition such consent or approval in its sole discretion.

EXHIBIT D

Interior Common Area

Exhibit D - Interior Common Area

EXHIBIT E

Copy of Prime Lease

EX-10.7

Exhibit 10.7

MILLENNIAL MEDIA, INC.

2006 EQUITY INCENTIVE PLAN

ADOPTED:  JULY 21, 2006

APPROVED BY STOCKHOLDERS:  JULY 21, 2006

TERMINATION DATE:  JULY 21, 2016

1.PURPOSES.

(a)Eligible Stock Award Recipients.  The persons eligible to receive Stock Awards are Employees, Directors and Consultants.

(b)Available Stock Awards.  The purpose of the Plan is to provide a means by which eligible recipients of Stock Awards may be given an opportunity to benefit from increases in value of the Common Stock through the granting of the following Stock Awards:  (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) stock bonuses and (iv) rights to acquire restricted stock.

(c)General Purpose.  The Company, by means of the Plan, seeks to retain the services of the group of persons eligible to receive Stock Awards, to secure and retain the services of new members of this group and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Affiliates.

2.DEFINITIONS.

(a)“Affiliate” means any parent corporation or subsidiary corporation of the Company, whether now or hereafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Code.

(b)“Board” means the Board of Directors of the Company.

(c)“Capitalization Adjustment” has the meaning ascribed to that term in Section 11(a).

(d)“Cause” means the occurrence of any one or more of the following:  (i) the Participant’s commission of any crime involving fraud, dishonesty or moral turpitude; (ii) the Participant’s attempted commission of or participation in a fraud or act of dishonesty against the Company that results in (or might have reasonably resulted in) material harm to the business of the Company; (iii) the Participant’s intentional, material violation of any contract or agreement between the Participant and the Company or any statutory duty that the Participant owes to the Company; or (iv) the Participant’s conduct that constitutes gross insubordination, incompetence or habitual neglect of duties and that results in (or might have reasonably resulted in) material harm to the business of the Company; provided, however, that the action or conduct described in clauses (iii) and (iv) above will constitute “Cause” only if such action or conduct continues after

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the Company has provided the Participant with written notice thereof and thirty (30) days to cure the same.

(e)“Change in Control” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events:

(i)any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction.  Notwithstanding the foregoing, a Change in Control shall not be deemed to occur (A) on account of the acquisition of securities of the Company by any institutional investor, any affiliate thereof or any other Exchange Act Person that acquires the Company’s securities in a transaction or series of related transactions that are primarily a private financing transaction for the Company or (B) solely because the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the outstanding voting securities as a result of a repurchase or other acquisition of voting securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities Owned by the Subject Person over the designated percentage threshold, then a Change in Control shall be deemed to occur;

(ii)there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company if, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than fifty percent (50%) of the combined outstanding voting power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than fifty percent (50%) of the combined outstanding voting power of the parent of the surviving Entity in such merger, consolidation or similar transaction; or

(iii)there is consummated a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries to an Entity, more than fifty percent (50%) of the combined voting power of the voting securities of which are Owned by stockholders of the Company in substantially the same proportions as their Ownership of the Company immediately prior to such sale, lease, license or other disposition.

The term Change in Control shall not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company.

Notwithstanding the foregoing or any other provision of this Plan, the definition of Change in Control (or any analogous term) in an individual written agreement between the

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Company or any Affiliate and the Participant shall supersede the foregoing definition with respect to Stock Awards subject to such agreement (it being understood, however, that if no definition of Change in Control or any analogous term is set forth in such an individual written agreement, the foregoing definition shall apply).

(f)“Code” means the Internal Revenue Code of 1986, as amended.

(g)“Committee” means a committee of one or more members of the Board appointed by the Board in accordance with Section 3(c).

(h)“Common Stock” means the common stock of the Company.

(i)“Company” means Millennial Media, Inc., a Delaware corporation.

(j)“Consultant” means any person, including an advisor, (i) engaged by the Company or an Affiliate to render consulting or advisory services and who is compensated for such services or (ii) serving as a member of the Board of Directors of an Affiliate and who is compensated for such services.  However, the term “Consultant” shall not include Directors who are not compensated by the Company for their services as Directors, and the payment of a director’s fee by the Company for services as a Director shall not cause a Director to be considered a “Consultant” for purposes of the Plan.

(k)“Continuous Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated.  A change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Consultant or Director or a change in the entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant’s service with the Company or an Affiliate, shall not terminate a Participant’s Continuous Service.  For example, a change in status from an employee of the Company to a consultant of an Affiliate or to a Director shall not constitute an interruption of Continuous Service.  The Board or the Chief Executive Officer of the Company, in that party’s sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal leave.  Notwithstanding the foregoing, a leave of absence shall be treated as Continuous Service for purposes of vesting in a Stock Award only to such extent as may be provided in the Company’s leave of absence policy or in the written terms of the Participant’s leave of absence.

(l)“Corporate Transaction” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events:

(i)a sale or other disposition of all or substantially all, as determined by the Board in its discretion, of the consolidated assets of the Company and its Subsidiaries;

(ii)a sale or other disposition of at least ninety percent (90%) of the outstanding securities of the Company;

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(iii)a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or

(iv)a merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise.

(m)“Director” means a member of the Board.

(n)“Disability” means the permanent and total disability of a person within the meaning of Section 22(e)(3) of the Code.

(o)“Employee” means any person employed by the Company or an Affiliate.  Service as a Director or payment of a director’s fee by the Company for such service or for service as a member of the Board of Directors of an Affiliate shall not be sufficient to constitute “employment” by the Company or an Affiliate.

(p)“Entity” means a corporation, partnership or other entity.

(q)“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(r)“Exchange Act Person” means any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act), except that “Exchange Act Person” shall not include (A) the Company or any Subsidiary of the Company, (B) any employee benefit plan of the Company or any Subsidiary of the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, (C) an underwriter temporarily holding securities pursuant to an offering of such securities, or (D) an Entity Owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their Ownership of stock of the Company.

(s)“Fair Market Value” means, as of any date, the value of the Common Stock determined in good faith by the Board, and, to the extent applicable, in a manner consistent with Section 260.140.50 of Title 10 of the California Code of Regulations.

(t)“Good Reason” means that one or more of the following are undertaken by the Company without the Participant’s express written consent: (i) the assignment to the Participant of any duties or responsibilities that results in a material diminution in the Participant’s function as in effect immediately prior to the effective date of the Change in Control; provided, however, that a change in the Participant’s title or reporting relationships shall not provide the basis for a voluntary termination with Good Reason; (ii) a material reduction by the Company in the Participant’s annual base salary, as in effect on the effective date of the Change in Control or as increased thereafter; provided, however, that Good Reason shall not be deemed to have occurred in the event of a reduction in the Participant’s annual base salary that is pursuant to a salary reduction program affecting substantially all of the employees of the Company and that does not

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adversely affect the Participant to a greater extent than other similarly situated employees; (iii) a relocation of the Participant’s business office to a location more than fifty (50) miles from the location at which the Participant performed his or her duties as of the effective date of the Change in Control, except for required travel by the Participant on the Company’s business to an extent substantially consistent with the Participant’s business travel obligations prior to the effective date of the Change in Control; or (iv) a material breach by the Company of any provision of the Plan or the Option Agreement or any other material agreement between the Participant and the Company concerning the terms and conditions of your employment; provided, however, that the action or conduct described in clauses (i), (ii), (iii) and (iv) above will constitute “Good Reason” only if such action or conduct continues after the Participant has provided the Company with written notice thereof and thirty (30) days to cure the same.

(u)“Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

(v)“Listing Date” means the first date upon which any security of the Company is listed (or approved for listing) upon notice of issuance on any securities exchange or designated (or approved for designation) upon notice of issuance as a national market security on an interdealer quotation system.

(w)“Nonstatutory Stock Option” means an Option not intended to qualify as an Incentive Stock Option.

(x)“Officer” means any person designated by the Company as an officer.

(y)“Option” means an Incentive Stock Option or a Nonstatutory Stock Option granted pursuant to the Plan.

(z)“Option Agreement” means a written agreement between the Company and an Optionholder evidencing the terms and conditions of an individual Option grant.  Each Option Agreement shall be subject to the terms and conditions of the Plan.

(aa)“Optionholder” means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option.

(bb)“Own,” “Owned,” “Owner,” “Ownership”means that a person or Entity shall be deemed to “Own,” to have “Owned,” to be the “Owner” of, or to have acquired “Ownership” of securities if such person or Entity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities.

(cc)“Participant” means a person to whom a Stock Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Stock Award.

(dd)“Plan” means this Millennial Media, Inc. 2006 Equity Incentive Plan.

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(ee)“Securities Act” means the Securities Act of 1933, as amended.

(ff)“Stock Award” means any right granted under the Plan, including an Option, a stock bonus and a right to acquire restricted stock.

(gg)“Stock Award Agreement” means a written agreement between the Company and a holder of a Stock Award evidencing the terms and conditions of an individual Stock Award grant.  Each Stock Award Agreement shall be subject to the terms and conditions of the Plan.

(hh)“Subsidiary” means, with respect to the Company, (i) any corporation of which more than fifty percent (50%) of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, Owned by the Company, and (ii) any partnership in which the Company has a direct or indirect interest (whether in the form of voting or participation in profits or capital contribution) of more than fifty percent (50%).

(ii)“Ten Percent Stockholder” means a person who Owns (or is deemed to Own pursuant to Section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any of its Affiliates.

3.ADMINISTRATION.

(a)Administration by Board.  The Board shall administer the Plan unless and until the Board delegates administration to a Committee, as provided in Section 3(c).

(b)Powers of Board.  The Board shall have the power, subject to, and within the limitations of, the express provisions of the Plan:

(i)To determine from time to time which of the persons eligible under the Plan shall be granted Stock Awards; when and how each Stock Award shall be granted; what type or combination of types of Stock Award shall be granted; the provisions of each Stock Award granted (which need not be identical), including the time or times when a person shall be permitted to receive Common Stock pursuant to a Stock Award; and the number of shares of Common Stock with respect to which a Stock Award shall be granted to each such person.

(ii)To construe and interpret the Plan and Stock Awards granted under it, and to establish, amend and revoke rules and regulations for its administration.  The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award Agreement, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective.

(iii)To effect, at any time and from time to time, with the consent of any adversely affected Optionholders, (1) the reduction in the exercise price of any outstanding Options under the Plan and/or (2) the cancellation of any outstanding Options under the Plan and

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the grant in substitution therefor of new Options under the Plan covering the same or a different numbers of shares of Common Stock.  The exercise price per share of Common Stock shall be not less than that specified under the Plan for newly granted Stock Awards except that the Board may grant an Option with a lower exercise price if such Option is granted as part of a transaction to which Section 424(a) of the Code applies.

(iv)To amend the Plan or a Stock Award as provided in Section 12.

(v)To terminate or suspend the Plan as provided in Section 13.

(vi)Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company and that are not in conflict with the provisions of the Plan.

(c)Delegation to Committee.  The Board may delegate administration of the Plan to a Committee or Committees of one (1) or more members of the Board, and the term “Committee” shall apply to any person or persons to whom such authority has been delegated.  If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board shall thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board.  The Board may abolish the Committee at any time and revest in the Board the administration of the Plan.

(d)Effect of Board’s Decision.  All determinations, interpretations and constructions made by the Board in good faith shall not be subject to review by any person and shall be final, binding and conclusive on all persons.

4.SHARES SUBJECT TO THE PLAN.

(a)Share Reserve.  Subject to the provisions of Section 11(a) relating to Capitalization Adjustments, the Common Stock that may be issued pursuant to Stock Awards shall not exceed in the aggregate 750,000 shares of Common Stock.

(b)Reversion of Shares to the Share Reserve.  If any Stock Award shall for any reason expire or otherwise terminate, in whole or in part, without having been exercised in full, or if any shares of Common Stock issued to a Participant pursuant to a Stock Award are forfeited back to or repurchased by the Company because of or in connection with the failure to meet a contingency or condition required to vest such shares in the Participant, the shares of Common Stock that have not been acquired, as well as the shares of Common Stock that have been forfeited or repurchased under such Stock Award shall revert to and again become available for issuance under the Plan; provided, however, that subject to the provisions of Section 11(a) relating to Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued as Incentive Stock Options shall be 750,000 shares of Common Stock.

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(c)Source of Shares.  The shares of Common Stock subject to the Plan may be unissued shares or reacquired shares, bought on the market or otherwise.

(d)Share Reserve Limitation.  To the extent required by Section 260.140.45 of Title 10 of the California Code of Regulations, the total number of shares of Common Stock issuable upon exercise of all outstanding Options and the total number of shares of Common Stock provided for under any stock award or similar plan of the Company shall not exceed the applicable percentage as calculated in accordance with the conditions and exclusions of Section 260.140.45 of Title 10 of the California Code of Regulations, based on the shares of Common Stock of the Company that are outstanding at the time the calculation is made.

5.ELIGIBILITY.

(a)Eligibility for Specific Stock Awards.  Incentive Stock Options may be granted only to Employees.  Stock Awards other than Incentive Stock Options may be granted to Employees, Directors and Consultants.

(b)Ten Percent Stockholders.

(i)A Ten Percent Stockholder shall not be granted an Incentive Stock Option unless the exercise price of such Option is at least one hundred ten percent (110%) of the Fair Market Value of the Common Stock on the date of grant and the Option is not exercisable after the expiration of five (5) years from the date of grant.

(ii)To the extent required by Section 260.140.41 of Title 10 of the California Code of Regulations, a Ten Percent Stockholder shall not be granted a Nonstatutory Stock Option unless the exercise price of such Option is at least (i) one hundred ten percent (110%) of the Fair Market Value of the Common Stock on the date of grant or (ii) such lower percentage of the Fair Market Value of the Common Stock on the date of grant as is permitted by Section 260.140.41 at the time of the grant of the Option.

(iii)To the extent required by Section 260.140.42 of Title 10 of the California Code of Regulations, a Ten Percent Stockholder shall not be granted a stock bonus award or a restricted stock award unless the purchase price is at least (i) one hundred percent (100%) of the Fair Market Value of the Common Stock on the date of grant or (ii) such lower percentage of the Fair Market Value of the Common Stock on the date of grant as is permitted by Section 260.140.42 at the time of the grant of the award.

(c)Consultants.  A Consultant shall not be eligible for the grant of a Stock Award if, at the time of grant, either the offer or the sale of the Company’s securities to such Consultant is not exempt under Rule 701 of the Securities Act (“Rule 701”) because of the nature of the services that the Consultant is providing to the Company, because the Consultant is not a natural person, or because of some other provision of Rule 701, unless the Company determines that such grant need not comply with the requirements of Rule 701 and will satisfy another exemption under the Securities Act as well as comply with the securities laws of all other relevant jurisdictions.

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6.OPTION PROVISIONS.

Each Option shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate.  All Options shall be separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate certificate or certificates shall be issued for shares of Common Stock purchased on exercise of each type of Option.  The provisions of separate Options need not be identical, but each Option shall include (through incorporation of provisions hereof by reference in the Option or otherwise) the substance of each of the following provisions:

(a)Term.  Subject to the provisions of Section 5(b) regarding Ten Percent Stockholders, no Option shall be exercisable after the expiration of ten (10) years from the date it was granted.

(b)Exercise Price of an Incentive Stock Option.  Subject to the provisions of Section 5(b) regarding Ten Percent Stockholders, the exercise price of each Incentive Stock Option shall be not less than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Option on the date the Option is granted.  Notwithstanding the foregoing, an Incentive Stock Option may be granted with an exercise price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code.

(c)Exercise Price of a Nonstatutory Stock Option.  Subject to the provisions of Section 5(b) regarding Ten Percent Stockholders, the exercise price of each Nonstatutory Stock Option shall be not less than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Option on the date the Option is granted.  Notwithstanding the foregoing, a Nonstatutory Stock Option may be granted with an exercise price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code.

(d)Consideration.  The purchase price of Common Stock acquired pursuant to an Option shall be paid, to the extent permitted by applicable statutes and regulations, either (i) in cash at the time the Option is exercised or (ii) at the discretion of the Board at the time of the grant of the Option (or subsequently in the case of a Nonstatutory Stock Option) (1) by delivery to the Company of other Common Stock, (2) according to a deferred payment or other similar arrangement with the Optionholder or (3) in any other form of legal consideration that may be acceptable to the Board.  Unless otherwise specifically provided in the Option, the purchase price of Common Stock acquired pursuant to an Option that is paid by delivery to the Company of other Common Stock acquired, directly or indirectly from the Company, shall be paid only by shares of the Common Stock of the Company that have been held for more than six (6) months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes).

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In the case of any deferred payment arrangement, interest shall be compounded at least annually and shall be charged at the minimum rate of interest necessary to avoid (1) the treatment as interest, under any applicable provisions of the Code, of any amounts other than amounts stated to be interest under the deferred payment arrangement and (2) the treatment of the Option as a variable award for financial accounting purposes.

(e)Transferability of an Incentive Stock Option.  An Incentive Stock Option shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Optionholder only by the Optionholder.  Notwithstanding the foregoing, the Optionholder may, by delivering written notice to the Company, in a form satisfactory to the Company, designate a third party who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise the Option.

(f)Transferability of a Nonstatutory Stock Option.  A Nonstatutory Stock Option shall not be transferable except by will or by the laws of a descent or distribution (and, to the extent provided in the Option Agreement at the time of grant of the Option, to such further extent as permitted by Section 260.140.41(d) of Title 10 of the California Code of Regulations), and shall be exercisable during the lifetime of the Optionholder only by the Optionholder.  Notwithstanding the foregoing, the Optionholder may, by delivering written notice to the Company, in a form satisfactory to the Company, designate a third party who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise the Option.

(g)Vesting Generally.  The total number of shares of Common Stock subject to an Option may, but need not, vest and therefore become exercisable in periodic installments that may, but need not, be equal.  The Option may be subject to such other terms and conditions on the time or times when it may be exercised (which may be based on performance or other criteria) as the Board may deem appropriate.  The vesting provisions of individual Options may vary.  The provisions of this Section 6(g) are subject to any Option provisions governing the minimum number of shares of Common Stock as to which an Option may be exercised.

(h)Minimum Vesting.  Notwithstanding the foregoing Section 6(g), to the extent that the following restrictions on vesting are required by Section 260.140.41(f) of Title 10 of the California Code of Regulations at the time of the grant of the Option, then:

(i)Options granted to an Employee who is not an Officer, Director or Consultant shall become exercisable for the total number of shares of Common Stock at a rate of at least twenty percent (20%) per year over five (5) years from the date the Option was granted, subject to reasonable conditions such as continued employment;  and

(ii)Options granted to Officers, Directors or Consultants may be made fully exercisable, subject to reasonable conditions such as continued employment, at any time or during any period established by the Company.

(i)Termination of Continuous Service.  In the event that an Optionholder’s Continuous Service terminates (other than upon the Optionholder’s death or Disability), the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to

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exercise such Option as of the date of termination) but only within such period of time ending on the earlier of (i) the date three (3) months following the termination of the Optionholder’s Continuous Service (or such longer or shorter period specified in the Option Agreement, which period shall not be less than thirty (30) days unless such termination is for cause), or (ii) the expiration of the term of the Option as set forth in the Option Agreement.  If, after termination, the Optionholder does not exercise his or her Option within the time specified in the Option Agreement, the Option shall terminate.

(j)Extension of Termination Date.  An Optionholder’s Option Agreement may also provide that if the exercise of the Option following the termination of the Optionholder’s Continuous Service (other than upon the Optionholder’s death or Disability) would be prohibited at any time solely because the issuance of shares of Common Stock would violate the registration requirements under the Securities Act, then the Option shall terminate on the earlier of (i) the expiration of the term of the Option set forth in Section 6(a) or (ii) the expiration of a period of three (3) months after the termination of the Optionholder’s Continuous Service during which the exercise of the Option would not be in violation of such registration requirements.

(k)Disability of Optionholder.  In the event that an Optionholder’s Continuous Service terminates as a result of the Optionholder’s Disability, the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination), but only within such period of time ending on the earlier of (i) the date twelve (12) months following such termination (or such longer or shorter period specified in the Option Agreement, which period shall not be less than six (6) months) or (ii) the expiration of the term of the Option as set forth in the Option Agreement.  If, after termination, the Optionholder does not exercise his or her Option within the time specified herein, the Option shall terminate.

(l)Death of Optionholder.  In the event that (i) an Optionholder’s Continuous Service terminates as a result of the Optionholder’s death or (ii) the Optionholder dies within the period (if any) specified in the Option Agreement after the termination of the Optionholder’s Continuous Service for a reason other than death, then the Option may be exercised (to the extent the Optionholder was entitled to exercise such Option as of the date of death) by the Optionholder’s estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by a person designated to exercise the option upon the Optionholder’s death pursuant to Section 6(e) or 6(f), but only within the period ending on the earlier of (1) the date eighteen (18) months following the date of death (or such longer or shorter period specified in the Option Agreement, which period shall not be less than six (6) months) or (2) the expiration of the term of such Option as set forth in the Option Agreement.  If, after death, the Option is not exercised within the time specified herein, the Option shall terminate.

(m)Early Exercise.  The Option may, but need not, include a provision whereby the Optionholder may elect at any time before the Optionholder’s Continuous Service terminates to exercise the Option as to any part or all of the shares of Common Stock subject to the Option prior to the full vesting of the Option.  Subject to the “Repurchase Limitation” in Section 10(h), any unvested shares of Common Stock so purchased may be subject to a repurchase option in

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favor of the Company or to any other restriction the Board determines to be appropriate.  Provided that the “Repurchase Limitation” in Section 10(h) is not violated, the Company will not exercise its repurchase option until at least six (6) months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes) have elapsed following exercise of the Option unless the Board otherwise specifically provides in the Option.

(n)Right of Repurchase.  Subject to the “Repurchase Limitation” in Section 10(h), the Option may, but need not, include a provision whereby the Company may elect to repurchase all or any part of the vested shares of Common Stock acquired by the Optionholder pursuant to the exercise of the Option.  Provided that the “Repurchase Limitation” in Section 10(h) is not violated, the Company will not exercise its repurchase option until at least six (6) months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes) have elapsed following exercise of the Option unless otherwise specifically provided in the Option.

(o)Right of First Refusal.  The Option may, but need not, include a provision whereby the Company may elect, prior to the Listing Date, to exercise a right of first refusal following receipt of notice from the Optionholder of the intent to transfer all or any part of the shares of Common Stock received upon the exercise of the Option.  The Company will not exercise its right of first refusal until at least six (6) months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes) have elapsed following exercise of the Option unless otherwise specifically provided in the Option.

7.PROVISIONS OF STOCK AWARDS OTHER THAN OPTIONS.

(a)Stock Bonus Awards.  Each stock bonus agreement shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate.  The terms and conditions of stock bonus agreements may change from time to time, and the terms and conditions of separate stock bonus agreements need not be identical, but each stock bonus agreement shall include (through incorporation of provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions:

(i)Purchase Price; Consideration.  Subject to the provisions of Section 5(b) regarding Ten Percent Stockholders, and to the extent required by any applicable provisions of the California Code of Regulations, the purchase price under each stock bonus award shall be not less than eighty-five (85%) of the Fair Market Value of the Common Stock on the date the award is granted, the consideration for which shall be past services actually rendered to the Company or an Affiliate for its benefit.

(ii)Vesting.  Subject to the “Repurchase Limitation” in Section 10(h), shares of Common Stock awarded under the stock bonus agreement may, but need not, be subject to a share repurchase option in favor of the Company in accordance with a vesting schedule to be determined by the Board.

(iii)Termination of Participant’s Continuous Service.  Subject to the “Repurchase Limitation” in Section 10(h), in the event that a Participant’s Continuous Service

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terminates, the Company may reacquire any or all of the shares of Common Stock held by the Participant that have not vested as of the date of termination under the terms of the stock bonus agreement.  Provided that the “Repurchase Limitation” in Section 10(h) is not violated, the Company will not exercise its repurchase option until at least six (6) months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes) have elapsed following receipt of the stock bonus unless otherwise specifically provided in the stock bonus agreement.

(iv)Transferability.  Rights to acquire shares of Common Stock under the stock bonus agreement shall be transferable by the Participant only upon such terms and conditions as are set forth in the stock bonus agreement, and as permitted under Section 260.140.42(c) of Title 10 of the California Code of Regulations if applicable, as the Board shall determine in its discretion, so long as Common Stock awarded under the stock bonus agreement remains subject to the terms of the stock bonus agreement.

(b)Restricted Stock Awards.  Each restricted stock purchase agreement shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate.  The terms and conditions of the restricted stock purchase agreements may change from time to time, and the terms and conditions of separate restricted stock purchase agreements need not be identical, but each restricted stock purchase agreement shall include (through incorporation of provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions:

(i)Purchase Price.  Subject to the provisions of Section 5(b) regarding Ten Percent Stockholders, at the time of the grant of a restricted stock award, the Board shall determine the price to be paid by the Participant for the Common Stock subject to the award, provided that to the extent required by any applicable provisions of the California Code of Regulations, such price shall be not less than eighty-five percent (85%) of the Fair Market Value of the Common Stock on either the date the award is granted or the date on which the purchase is consummated.

(ii)Consideration.  The purchase price of Common Stock acquired pursuant to the restricted stock purchase agreement shall be paid either: (i) in cash at the time of purchase; (ii) at the discretion of the Board, according to a deferred payment or other similar arrangement with the Participant that shall be evidenced by a promissory note and appropriate loan documentation, as requested by the Company; or (iii) in the form of past services actually rendered to the Company or an Affiliate for its benefit, or services to be rendered, if permitted; (iv) in any other form of legal consideration that may be acceptable to the Board in its discretion; or (v) in any combination of the foregoing; provided, however, that to the extent applicable state corporate laws so require, payment of the Common Stock’s “par value,” as defined by applicable state statutes, shall be made in cash or in another form of acceptable consideration and not by deferred payment.

(iii)Vesting.  Subject to the “Repurchase Limitation” in Section 10(h), shares of Common Stock acquired under the restricted stock purchase agreement may, but need not, be

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subject to a share repurchase option in favor of the Company in accordance with a vesting schedule to be determined by the Board.

(iv)Termination of Participant’s Continuous Service.  Subject to the “Repurchase Limitation” in Section 10(h), in the event that a Participant’s Continuous Service terminates, the Company may repurchase or otherwise reacquire any or all of the shares of Common Stock held by the Participant that have not vested as of the date of termination under the terms of the restricted stock purchase agreement.  Provided that the “Repurchase Limitation” in Section 10(h) is not violated, the Company will not exercise its repurchase option until at least six (6) months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes) have elapsed following the purchase of the restricted stock unless otherwise specifically provided in the restricted stock purchase agreement.

(v)Transferability.  Rights to acquire shares of Common Stock under the restricted stock purchase agreement shall be transferable by the Participant only upon such terms and conditions as are set forth in the restricted stock purchase agreement, and as permitted under Section 260.140.42(c) of Title 10 of the California Code of Regulations if applicable, as the Board shall determine in its discretion, so long as Common Stock awarded under the restricted stock purchase agreement remains subject to the terms of the restricted stock purchase agreement.

8.COVENANTS OF THE COMPANY.

(a)Availability of Shares.  During the terms of the Stock Awards, the Company shall keep available at all times the number of shares of Common Stock required to satisfy such Stock Awards.

(b)Securities Law Compliance.  The Company shall seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant Stock Awards and to issue and sell shares of Common Stock upon exercise of the Stock Awards; provided, however, that this undertaking shall not require the Company to register under the Securities Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award.  If, after reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the authority which counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under the Plan, the Company shall be relieved from any liability for failure to issue and sell Common Stock upon exercise of such Stock Awards unless and until such authority is obtained.

9.USE OF PROCEEDS FROM STOCK.

Proceeds from the sale of Common Stock pursuant to Stock Awards shall constitute general funds of the Company.

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10.MISCELLANEOUS.

(a)Acceleration of Exercisability and Vesting.  The Board shall have the power to accelerate the time at which a Stock Award may first be exercised or the time during which a Stock Award or any part thereof will vest in accordance with the Plan, notwithstanding the provisions in the Stock Award stating the time at which it may first be exercised or the time during which it will vest.

(b)Stockholder Rights.  No Participant shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock subject to such Stock Award unless and until such Participant has satisfied all requirements for exercise of the Stock Award pursuant to its terms.

(c)No Employment or other Service Rights.  Nothing in the Plan or any instrument executed or Stock Award granted pursuant thereto shall confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Stock Award was granted or shall affect the right of the Company or an Affiliate to terminate (i) the employment of an Employee with or without notice and with or without cause, (ii) the service of a Consultant pursuant to the terms of such Consultant’s agreement with the Company or an Affiliate or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be.

(d)Incentive Stock Option $100,000 Limitation.  To the extent that the aggregate Fair Market Value (determined at the time of grant) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company and its Affiliates) exceeds one hundred thousand dollars ($100,000), the Options or portions thereof that exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of a Stock Award Agreement.

(e)Investment Assurances.  The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any Stock Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the Stock Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock subject to the Stock Award for the Participant’s own account and not with any present intention of selling or otherwise distributing the Common Stock.  The foregoing requirements, and any assurances given pursuant to such requirements, shall be inoperative if (1) the issuance of the shares of Common Stock upon the exercise or acquisition of Common Stock under the Stock Award has been registered under a then currently effective registration statement under the Securities Act or (2) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the circumstances under the then applicable securities laws.  The

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Company may, upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the Common Stock.

(f)Withholding Obligations.  To the extent provided by the terms of a Stock Award Agreement, the Participant may satisfy any federal, state or local tax withholding obligation relating to the exercise or acquisition of Common Stock under a Stock Award by any of the following means (in addition to the Company’s right to withhold from any compensation paid to the Participant by the Company) or by a combination of such means:  (i) tendering a cash payment; (ii) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable to the Participant as a result of the exercise or acquisition of Common Stock under the Stock Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the minimum amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid variable award accounting); or (iii) delivering to the Company owned and unencumbered shares of Common Stock.

(g)Information Obligation.  To the extent required by Section 260.140.46 of Title 10 of the California Code of Regulations, the Company shall deliver financial statements to Participants at least annually.  This Section 10(g) shall not apply to key Employees whose duties in connection with the Company assure them access to equivalent information.

(h)Repurchase Limitation.  The terms of any repurchase option shall be specified in the Stock Award, and the repurchase price may be either the Fair Market Value of the shares of Common Stock on the date of termination of Continuous Service or the lower of (i) the Fair Market Value of the shares of Common Stock on the date of repurchase or (ii) their original purchase price.  To the extent required by Section 260.140.41 and Section 260.140.42 of Title 10 of the California Code of Regulations at the time a Stock Award is made, any repurchase option contained in a Stock Award granted to a person who is not an Officer, Director or Consultant shall be upon the terms described below:

(i)Fair Market Value.  If the repurchase option gives the Company the right to repurchase the shares of Common Stock upon termination of Continuous Service at not less than the Fair Market Value of the shares of Common Stock to be purchased on the date of termination of Continuous Service, then (i) the right to repurchase shall be exercised for cash or cancellation of purchase money indebtedness for the shares of Common Stock within ninety (90) days of termination of Continuous Service (or in the case of shares of Common Stock issued upon exercise of Options after such date of termination, within ninety (90) days after the date of the exercise) or such longer period as may be agreed to by the Company and the Participant (for example, for purposes of satisfying the requirements of Section 1202(c)(3) of the Code regarding “qualified small business stock”) and (ii) the right terminates when the shares of Common Stock become publicly traded.

(ii)Original Purchase Price.  If the repurchase option gives the Company the right to repurchase the shares of Common Stock upon termination of Continuous Service at the lower of (i) the Fair Market Value of the shares of Common Stock on the date of repurchase or

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(ii) their original purchase price, then (x) the right to repurchase at the original purchase price shall lapse at the rate of at least twenty percent (20%) of the shares of Common Stock per year over five (5) years from the date the Stock Award is granted (without respect to the date the Stock Award was exercised or became exercisable) and (y) the right to repurchase shall be exercised for cash or cancellation of purchase money indebtedness for the shares of Common Stock within ninety (90) days of termination of Continuous Service (or in the case of shares of Common Stock issued upon exercise of Options after such date of termination, within ninety (90) days after the date of the exercise) or such longer period as may be agreed to by the Company and the Participant (for example, for purposes of satisfying the requirements of Section 1202(c)(3) of the Code regarding “qualified small business stock”).

11.ADJUSTMENTS UPON CHANGES IN STOCK.

(a)Capitalization Adjustments.  If any change is made in, or other event occurs with respect to, the Common Stock subject to the Plan or subject to any Stock Award without the receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating distribution, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by the Company (each, a “Capitalization Adjustment”), the Plan will be appropriately adjusted in the class(es) and maximum number of securities subject to the Plan pursuant to Sections 4(a) and 4(b) and the outstanding Stock Awards will be appropriately adjusted in the class(es) and number of securities and price per share of Common Stock subject to such outstanding Stock Awards.  The Board shall make such adjustments, and its determination shall be final, binding and conclusive.  (The conversion of any convertible securities of the Company shall not be treated as a transaction “without receipt of consideration” by the Company.)

(b)Dissolution or Liquidation.  In the event of a dissolution or liquidation of the Company, then all outstanding Options shall terminate immediately prior to the completion of such dissolution or liquidation, and shares of Common Stock subject to the Company’s repurchase option may be repurchased by the Company notwithstanding the fact that the holder of such stock is still in Continuous Service.

(c)Corporate Transaction.  In the event of a Corporate Transaction, any surviving corporation or acquiring corporation may assume or continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan (it being understood that similar stock awards include, but are not limited to, awards to acquire the same consideration paid to the stockholders or the Company, as the case may be, pursuant to the Corporate Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be assigned by the Company to the successor of the Company (or such successor’s parent company), if any, in connection with such Corporate Transaction.  In the event that any surviving corporation or acquiring corporation does not assume or continue any or all such outstanding Stock Awards or substitute similar stock awards for such outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Participants

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whose Continuous Service has not terminated prior to the effective time of the Corporate Transaction, each Participant will have the opportunity to exercise vested Stock Awards contingent upon the effectiveness of the Corporate Transaction.  The Stock Awards shall terminate if not exercised (if applicable) at or prior to such effective time, and any reacquisition or repurchase rights held by the Company with respect to such Stock Awards held by Participants whose Continuous Service has not terminated shall (contingent upon the effectiveness of the Corporate Transaction) lapse.  With respect to any other Stock Awards outstanding under the Plan that have not been assumed, continued or substituted, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be exercised) shall not be accelerated unless otherwise provided in a written agreement between the Company or any Affiliate and the holder of such Stock Award, and such Stock Awards shall terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction.

(d)Change in Control.  A Stock Award held by any Participant whose Continuous Service has not terminated prior to the effective time of a Change in Control may be subject to additional acceleration of vesting and exercisability prior to, upon or after such event as may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written agreement between the Company or any Affiliate and the Participant, but in the absence of such provision, no such acceleration shall occur.

12.AMENDMENT OF THE PLAN AND STOCK AWARDS.

(a)Amendment of Plan.  The Board at any time, and from time to time, may amend the Plan.  However, except as provided in Section 11(a) relating to Capitalization Adjustments, no amendment shall be effective unless approved by the stockholders of the Company to the extent stockholder approval is necessary to satisfy the requirements of Section 422 of the Code.

(b)Stockholder Approval.  The Board, in its sole discretion, may submit any other amendment to the Plan for stockholder approval.

(c)Contemplated Amendments.  It is expressly contemplated that the Board may amend the Plan in any respect the Board deems necessary or advisable to provide eligible Employees with the maximum benefits provided or to be provided under the provisions of the Code and the regulations promulgated thereunder relating to Incentive Stock Options and/or to bring the Plan and/or Incentive Stock Options granted under it into compliance therewith.

(d)No Impairment of Rights.  Rights under any Stock Award granted before amendment of the Plan shall not be impaired by any amendment of the Plan unless (i) the Company requests the consent of the Participant and (ii) the Participant consents in writing.

(e)Amendment of Stock Awards.  The Board at any time, and from time to time, may amend the terms of any one or more Stock Awards; provided, however, that the rights under any Stock Award shall not be impaired by any such amendment unless (i) the Company requests the consent of the Participant and (ii) the Participant consents in writing.

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13.TERMINATION OR SUSPENSION OF THE PLAN.

(a)Plan Term.  The Board may suspend or terminate the Plan at any time.  Unless sooner terminated, the Plan shall terminate on the day before the tenth (10th) anniversary of the date the Plan is adopted by the Board or approved by the stockholders of the Company, whichever is earlier.  No Stock Awards may be granted under the Plan while the Plan is suspended or after it is terminated.

(b)No Impairment of Rights.  Suspension or termination of the Plan shall not impair rights and obligations under any Stock Award granted while the Plan is in effect except with the written consent of the Participant.

14.EFFECTIVE DATE OF PLAN.

The Plan shall become effective as determined by the Board, but no Stock Award shall be exercised (or, in the case of a stock bonus, shall be granted) unless and until the Plan has been approved by the stockholders of the Company, which approval shall be within twelve (12) months before or after the date the Plan is adopted by the Board.

15.CHOICE OF LAW.

The law of the State of Delaware shall govern all questions concerning the construction, validity and interpretation of this Plan, without regard to such state’s conflict of laws rules.

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EXHIBIT A

AMENDMENT TO 2006 EQUITY INCENTIVE PLAN

RECITALS

By action of the Board of Directors on December 22, 2006 and stockholders on December 22, 2006, Millennial Media, Inc., a Delaware corporation (the “Company”), adopted the following amendment to its 2006 Equity Incentive Plan (the “Plan”):

AMENDMENT

1.     Section 4(a) of the Plan is hereby deleted in its entirety and replaced with the following:

“Share Reserve.  Subject to the provisions of Section 11(a) relating to Capitalization Adjustments, the Common Stock that may be issued pursuant to Stock Awards shall not exceed in the aggregate 1,000,000 shares of Common Stock.”

2.     Except as set forth in this Amendment, the Plan shall be unaffected hereby and shall remain in full force and effect.

* * *

I hereby certify that the foregoing amendment to the Plan was duly adopted by the Board of Directors of the Company on December 22, 2006.

Executed on this 22nd day of December, 2006.

/s/ Paul Palmieri

Paul Palmieri, Secretary

* * * *

I hereby certify that the foregoing amendment to the Plan was duly approved by the stockholders of the Company on December 22, 2006.

Executed on this 22nd day of December, 2006.

/s/ Paul Palmieri

Paul Palmieri, Secretary

EXHIBIT A

AMENDMENT TO 2006 EQUITY INCENTIVE PLAN

RECITALS

By action of the Board of Directors on July 5, 2007 and stockholders on July 5, 2007, Millennial Media, Inc., a Delaware corporation (the “Company”), adopted the following amendment to its 2006 Equity Incentive Plan (the “Plan”):

AMENDMENT

1.     Section 4(a) of the Plan is hereby deleted in its entirety and replaced with the following:

“Share Reserve.  Subject to the provisions of Section 11(a) relating to Capitalization Adjustments, the Common Stock that may be issued pursuant to Stock Awards shall not exceed in the aggregate 1,204,171 shares of Common Stock.”

2.     Except as set forth in this Amendment, the Plan shall be unaffected hereby and shall remain in full force and effect.

* * *

I hereby certify that the foregoing amendment to the Plan was duly adopted by the Board of Directors of the Company on July 5, 2007.

Executed on this 5th day of July, 2007.

/s/ Paul Palmieri

Paul Palmieri, Secretary

* * * *

I hereby certify that the foregoing amendment to the Plan was duly approved by the stockholders of the Company on July 5, 2007.

Executed on this 5th day of July, 2007.

/s/ Paul Palmieri

Paul Palmieri, Secretary

AMENDMENT TO 2006 EQUITY INCENTIVE PLAN

RECITALS

By action of the Board of Directors on February 26, 2008 and stockholders on February 26, 2008, MILLENNIAL MEDIA, INC., a Delaware corporation (the “Company”), adopted the following amendment to its 2006 Equity Incentive Plan, as amended (the “Plan”):

AMENDMENT

1.     Section 4(a) of the Plan is hereby deleted in its entirety and replaced with the following:

“Share Reserve. Subject to the provisions of Section 11(a) relating to Capitalization Adjustments, the Common Stock that may be issued pursuant to Stock Awards shall not exceed in the aggregate 1,504,171 shares of Common Stock.”

2.     Except as set forth in this Amendment, the Plan shall be unaffected hereby and shall remain in full force and effect.

* * *

I hereby certify that the foregoing amendment to the Plan was duly adopted by the Board of Directors of the Company on February 26, 2008.

Executed on this 26th day of February, 2008.

/s/ Paul Palmieri

Paul Palmieri, Secretary

* * * *

I hereby certify that the foregoing amendment to the Plan was duly approved by the stockholders of the Company on February 26, 2008.

Executed on this 26th day of February, 2008.

/s/ Paul Palmieri

Paul Palmieri, Secretary

AMENDMENT TO 2006 EQUITY INCENTIVE PLAN

RECITALS

By action of the Board of Directors on November 13, 2009 and stockholders on November 13, 2009, MILLENNIAL MEDIA, INC., a Delaware corporation (the “Company”), adopted the following amendment to its 2006 Equity Incentive Plan, as amended (the “Plan”):

AMENDMENT

1.     Section 4(a) of the Plan is hereby deleted in its entirety and replaced with the following:

“Share Reserve. Subject to the provisions of Section 11(a) relating to Capitalization Adjustments, the Common Stock that may be issued pursuant to Stock Awards shall not exceed in the aggregate 9,020,855 shares of Common Stock (after giving effect to the 5 for 1 forward stock split effected by the Company on November 13, 2009).”

2.     Except as set forth in this Amendment, the Plan shall be unaffected hereby and shall remain in full force and effect.

* * *

I hereby certify that the foregoing amendment to the Plan was duly adopted by the Board of Directors of the Company on November 13, 2009.

Executed on this 13th day of November, 2009.

/s/ Paul Palmieri

Paul Palmieri, Secretary

* * * *

I hereby certify that the foregoing amendment to the Plan was duly approved by the stockholders of the Company on November 13, 2009.

Executed on this 13th day of November, 2009.

/s/ Paul Palmieri

Paul Palmieri, Secretary

AMENDMENT TO 2006 EQUITY INCENTIVE PLAN

RECITALS

By action of the Board of Directors on December 22, 2010 and stockholders on December 22, 2010, MILLENNIAL MEDIA, INC., a Delaware corporation (the “Company”), adopted the following amendment to its 2006 Equity Incentive Plan, as amended (the “Plan”):

AMENDMENT

1.     Section 4(a) of the Plan is hereby deleted in its entirety and replaced with the following:

“Share Reserve. Subject to the provisions of Section 11(a) relating to Capitalization Adjustments, the Common Stock that may be issued pursuant to Stock Awards shall not exceed in the aggregate 10,470,855 shares of Common Stock (after giving effect to the 5 for 1 forward stock split effected by the Company on November 13, 2009).”

2.     Section 4(b) of the Plan is hereby deleted in its entirety and replaced with the following:

“Reversion of Shares to the Share Reserve. If any Stock Award shall for any reason expire or otherwise terminate, in whole or in part, without having been exercised in full, or if any shares of Common Stock issued to a Participant pursuant to a Stock Award are forfeited back to or repurchased by the Company because of or in connection with the failure to meet a contingency or condition required to vest such shares in the Participant, the shares of Common Stock that have not been acquired, as well as the shares of Common Stock that have been forfeited or repurchased under such Stock Award shall revert to and again become available for issuance under the Plan; provided, however, that subject to the provisions of Section 11(a) relating to Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued as Incentive Stock Options shall be 10,470,855 shares of Common Stock (after giving effect to the 5 for 1 forward stock split effected by the Company on November 13, 2009).”

3.     Except as set forth in this Amendment, the Plan shall be unaffected hereby and shall remain in full force and effect.

* * *

I hereby certify that the foregoing amendment to the Plan was duly adopted by the Board of Directors of the Company on December 22, 2010.

Executed on this 22 day of December, 2010.

/s/ Paul Palmieri

Paul Palmieri, Secretary

* * * *

I hereby certify that the foregoing amendment to the Plan was duly approved by the stockholders of the Company on December 22, 2010.

Executed on this 22nd day of December, 2010.

/s/ Paul Palmieri

Paul Palmieri, Secretary

[SIGNATURE PAGE TO AMENDMENT TO 2006 EQUITY INCENTIVE PLAN]

EX-10.8

Exhibit 10.8

MILLENNIAL MEDIA, INC.

2006 EQUITY INCENTIVE PLAN

STOCK OPTION AGREEMENT
(INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)

Pursuant to your Stock Option Grant Notice (the “Grant Notice”) and this Stock Option Agreement, Millennial Media, Inc. (the “Company”) has granted you an option under its 2006 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice.  Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.

The details of your option are as follows:

1.VESTING.  Subject to the limitations contained herein, your option will vest as provided in your Grant Notice, provided that vesting will cease upon the termination of your Continuous Service.

2.NUMBER OF SHARES AND EXERCISE PRICE.  The number of shares of Common Stock subject to your option and your exercise price per share referenced in your Grant Notice may be adjusted from time to time for Capitalization Adjustments.

3.EXERCISE PRIOR TO VESTING (“EARLY EXERCISE”).  If permitted in your Grant Notice (i.e., the “Exercise Schedule” indicates that “Early Exercise” of your option is permitted) and subject to the provisions of your option, you may elect at any time that is both (i) during the period of your Continuous Service and (ii) during the term of your option, to exercise all or part of your option, including the nonvested portion of your option; provided, however, that:

(a)a partial exercise of your option shall be deemed to cover first vested shares of Common Stock and then the earliest vesting installment of unvested shares of Common Stock;

(b)any shares of Common Stock so purchased from installments that have not vested as of the date of exercise shall be subject to the purchase option in favor of the Company as described in the Company’s form of Early Exercise Stock Purchase Agreement;

(c)you shall enter into the Company’s form of Early Exercise Stock Purchase Agreement with a vesting schedule that will result in the same vesting as if no early exercise had occurred; and

(d)if your option is an Incentive Stock Option, then, to the extent that the aggregate Fair Market Value (determined at the time of grant) of the shares of Common Stock with respect to which your option plus all other Incentive Stock Options you hold are exercisable

1

for the first time by you during any calendar year (under all plans of the Company and its Affiliates) exceeds one hundred thousand dollars ($100,000), your option(s) or portions thereof that exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory Stock Options.

4.METHOD OF PAYMENT.  Payment of the exercise price is due in full upon exercise of all or any part of your option.  You may elect to make payment of the exercise price in cash or by check or in any other manner permitted by your Grant Notice, which may include one or more of the following:

(a)In the Company’s sole discretion at the time your option is exercised and provided that at the time of exercise the Common Stock is publicly traded and quoted regularly in The Wall Street Journal, pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of Common Stock, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds.

(b)Provided that at the time of exercise the Common Stock is publicly traded and quoted regularly in The Wall Street Journal, by delivery of already-owned shares of Common Stock either that you have held for the period required to avoid a charge to the Company’s reported earnings (generally six (6) months) or that you did not acquire, directly or indirectly from the Company, that are owned free and clear of any liens, claims, encumbrances or security interests, and that are valued at Fair Market Value on the date of exercise.  “Delivery” for these purposes, in the sole discretion of the Company at the time you exercise your option, shall include delivery to the Company of your attestation of ownership of such shares of Common Stock in a form approved by the Company.  Notwithstanding the foregoing, you may not exercise your option by tender to the Company of Common Stock to the extent such tender would violate the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock.

5.WHOLE SHARES.  You may exercise your option only for whole shares of Common Stock.

6.SECURITIES LAW COMPLIANCE.  Notwithstanding anything to the contrary contained herein, you may not exercise your option unless the shares of Common Stock issuable upon such exercise are then registered under the Securities Act or, if such shares of Common Stock are not then so registered, the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Securities Act.  The exercise of your option also must comply with other applicable laws and regulations governing your option, and you may not exercise your option if the Company determines that such exercise would not be in material compliance with such laws and regulations.

7.TERM.  You may not exercise your option before the commencement or after the expiration of its term.  The term of your option commences on the Date of Grant and expires upon the earliest of the following:

2

(a)three (3) months after the termination of your Continuous Service for any reason other than your Disability or death, provided that if during any part of such three (3) month period your option is not exercisable solely because of the condition set forth in Section 6, your option shall not expire until the earlier of the Expiration Date or until it shall have been exercisable for an aggregate period of three (3) months after the termination of your Continuous Service;

(b)twelve (12) months after the termination of your Continuous Service due to your Disability;

(c)eighteen (18) months after your death if you die either during your Continuous Service or within three (3) months after your Continuous Service terminates;

(d)the Expiration Date indicated in your Grant Notice; or

(e)the day before the tenth (10th) anniversary of the Date of Grant.

If your option is an Incentive Stock Option, note that to obtain the federal income tax advantages associated with an Incentive Stock Option, the Code requires that at all times beginning on the date of grant of your option and ending on the day three (3) months before the date of your option’s exercise, you must be an employee of the Company or an Affiliate, except in the event of your death or your permanent and total disability, as defined in Section 22(e) of the Code.  The Company has provided for extended exercisability of your option under certain circumstances for your benefit but cannot guarantee that your option will necessarily be treated as an Incentive Stock Option if you continue to provide services to the Company or an Affiliate as a Consultant or Director after your employment terminates or if you otherwise exercise your option more than three (3) months after the date your employment with the Company or an Affiliate terminates.

8.EXERCISE.

(a)You may exercise the vested portion of your option (and the unvested portion of your option if your Grant Notice so permits) during its term by delivering a Notice of Exercise (in a form designated by the Company) together with the exercise price to the Secretary of the Company, or to such other person as the Company may designate, during regular business hours, together with such additional documents as the Company may then require.

(b)By exercising your option you agree that, as a condition to any exercise of your option, the Company may require you to enter into an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason of (1) the exercise of your option, (2) the lapse of any substantial risk of forfeiture to which the shares of Common Stock are subject at the time of exercise, or (3) the disposition of shares of Common Stock acquired upon such exercise.

(c)If your option is an Incentive Stock Option, by exercising your option you agree that you will notify the Company in writing within fifteen (15) days after the date of any disposition of any of the shares of the Common Stock issued upon exercise of your option that

3

occurs within two (2) years after the date of your option grant or within one (1) year after such shares of Common Stock are transferred upon exercise of your option.

(d)By exercising your option you agree that you shall not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any shares of Common Stock or other securities of the Company held by you, for a period of time specified by the managing underwriter(s) (not to exceed one hundred eighty (180) days (or such longer period, not to exceed 34 days after the expiration of the 180-day period, as may be requested by the underwriter(s) or the Company in order to facilitate compliance with NASD Rule 2711)) following the effective date of a registration statement of the Company filed under the Securities Act (the “Lock Up Period”); provided, however, that nothing contained in this section shall prevent the exercise of a repurchase option, if any, in favor of the Company during the Lock Up Period.  You further agree to execute and deliver such other agreements as may be reasonably requested by the Company and/or the underwriter(s) that are consistent with the foregoing or that are necessary to give further effect thereto.  In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to your shares of Common Stock until the end of such period.  The underwriters of the Company’s stock are intended third party beneficiaries of this Section 8(d) and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto.

9.TRANSFERABILITY.  Your option is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you.  Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you may designate a third party who, in the event of your death, shall thereafter be entitled to exercise your option.

10.RIGHT OF FIRST REFUSAL.  Shares of Common Stock that you acquire upon exercise of your option shall be subject to the rights of first refusal described below.  The Company’s right of first refusal set forth below shall expire on the Listing Date (as such term is defined in the Plan).

(a)Prior to the Listing Date, you may not validly transfer (as hereinafter defined) any shares of stock purchased on exercise of the option, or any interest in such shares, unless such transfer is solely for cash consideration and is made in compliance with the following provisions:

(i)Before there can be a valid transfer of any shares or any interest therein, the record holder of the shares to be transferred (“Offered Shares”) shall give written notice (by registered or certified mail) to the Company.  Such notice shall specify the identity of the proposed transferee, the cash price offered for the Offered Shares by the proposed transferee and the other terms and conditions of the proposed transfer.  The date such notice is mailed shall be hereinafter referred to as the “notice date” and the record holder of the Offered Shares shall be hereinafter referred to as the “Offeror.”  If, from time to time, there is any stock dividend, stock split or other change in the character or amount of any of the outstanding stock of the corporation the stock of which is subject to the provisions of this option, then in such event any and all new, substituted or additional securities to which you are entitled by reason of your

4

ownership of the shares acquired upon exercise of this option shall be immediately subject to the Company’s Right of First Refusal with the same force and effect as the shares subject to the Right of First Refusal immediately before such event.

(ii)For a period of thirty (30) calendar days after the notice date, or such longer period as may be required to avoid a charge to earnings for financial accounting purposes, the Company shall have the option to purchase all (but not less than all) of the Offered Shares at the purchase price and on the terms set forth in Section 10(a)(iii) (the “Right of First Refusal”).  The Company may exercise its Right of First Refusal by mailing (by registered or certified mail) written notice of exercise of its Right of First Refusal to the Offeror prior to the end of said thirty (30) days (including any extension required to avoid a charge to earnings for financial accounting purposes).

(iii)The price at which the Company may purchase the Offered Shares pursuant to the exercise of its Right of First Refusal shall be the cash price offered for the Offered Shares by the proposed transferee (as set forth in the notice required under Section 10(a)(i)).  To the extent consideration other than cash is offered by the proposed transferee, the Company shall not be required to pay any additional amounts to the Offeror other than the cash price offered.  The Company’s notice of exercise of its Right of First Refusal shall be accompanied by full payment for the Offered Shares and, upon such payment by the Company, the Company shall acquire full right, title and interest to all of the Offered Shares.

(iv)If, and only if, the option given pursuant to Section 10(a)(ii) is not exercised, the transfer proposed in the notice given pursuant to Section 10(a)(i) may take place; provided, however, that such transfer must, in all respects, be exactly as proposed in said notice except that such transfer may not take place either before the tenth (10th) calendar day after the expiration of said 30-day option exercise period or after the ninetieth (90th) calendar day after the expiration of said 30-day option exercise period, and if such transfer has not taken place prior to said ninetieth (90th) day, such transfer may not take place without once again complying with Section 10(a).  The option exercise periods in this Section 10(a)(iv) shall be adjusted to include any extension required to avoid a charge to earnings for financial accounting purposes.

(b)As used in this Section 10, the term “transfer” means any sale, encumbrance, pledge, gift or other form of disposition or transfer of shares of the Company’s stock or any legal or equitable interest therein; provided, however, that the term “transfer” does not include a transfer of such shares or interests by will or by the applicable laws of descent and distribution.

(c)None of the shares of the Company’s stock purchased on exercise of this option shall be transferred on the Company’s books nor shall the Company recognize any such transfer of any such shares or any interest therein unless and until all applicable provisions of this Section 10 have been complied with in all respects.  The certificates of stock evidencing shares of stock purchased on exercise of this option shall bear an appropriate legend referring to the transfer restrictions imposed by this Section 10.

(d)To ensure that shares subject to the Company’s Right of First Refusal will be available for repurchase by the Company, the Company may require you to deposit the

5

certificate(s) evidencing the shares that you purchase upon exercise of this option with an escrow agent designated by the Company under the terms and conditions of an escrow agreement approved by the Company.  If the Company does not require such deposit as a condition of exercise of your option, the Company reserves the right at any time to require you to so deposit the certificate(s) in escrow.  As soon as practicable after the expiration of the Company’s Right of First Refusal, the agent shall deliver to you the shares and any other property no longer subject to such restriction.  In the event the shares and any other property held in escrow are subject to the Company’s exercise of its Right of First Refusal, the notices required to be given to you shall be given to the escrow agent, and any payment required to be given to you shall be given to the escrow agent.  Within thirty (30) days after payment by the Company for the Offered Shares, the escrow agent shall deliver the Offered Shares that the Company has repurchased to the Company and shall deliver the payment received from the Company to you.

11.OPTION NOT A SERVICE CONTRACT.  Your option is not an employment or service contract, and nothing in your option shall be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate, or of the Company or an Affiliate to continue your employment.  In addition, nothing in your option shall obligate the Company or an Affiliate, their respective stockholders, Boards of Directors, Officers or Employees to continue any relationship that you might have as a Director or Consultant for the Company or an Affiliate.

12.WITHHOLDING OBLIGATIONS.

(a)At the time you exercise your option, in whole or in part, or at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a “cashless exercise” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which arise in connection with the exercise of your option.

(b)Upon your request and subject to approval by the Company, in its sole discretion, and compliance with any applicable legal conditions or restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid variable award accounting).  If the date of determination of any tax withholding obligation is deferred to a date later than the date of exercise of your option, share withholding pursuant to the preceding sentence shall not be permitted unless you make a proper and timely election under Section 83(b) of the Code, covering the aggregate number of shares of Common Stock acquired upon such exercise with respect to which such determination is otherwise deferred, to accelerate the determination of such tax withholding obligation to the date of exercise of your option.  Notwithstanding the filing of such election, shares of Common Stock shall be withheld solely from fully vested shares of Common Stock determined as of the date of exercise of your option that are otherwise issuable to you upon such exercise.  Any adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibility.

6

(c)You may not exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied.  Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company shall have no obligation to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein unless such obligations are satisfied.

13.NOTICES.  Any notices provided for in your option or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company.

14.GOVERNING PLAN DOCUMENT.  Your option is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your option, and is further subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated and adopted pursuant to the Plan.  In the event of any conflict between the provisions of your option and those of the Plan, the provisions of the Plan shall control.

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EX-21.1

Exhibit 21.1

SUBSIDIARIES OF MILLENNIAL MEDIA, INC.

Name	Jurisdiction of Incorporation
Millennial Media Limited	United Kingdom
Millennial Media Private Limited	Singapore
Cond Acquisition Co.	Delaware

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our reports dated January 5, 2012, in the Registration Statement (Form S-1) and related Prospectus of Millennial Media, Inc. for the registration of shares of its common stock.

/s/ Ernst & Young LLP

Baltimore, Maryland

January 5, 2012