X0206 3 2013-06-26 0 0001375796 TREMOR VIDEO INC. TRMR 0001579234 Lee Warren C/O CANAAN VII, L.P. 285 RIVERSIDE AVENUE, SUITE 250 WESTPORT CT 06889 1 0 1 0 Common Stock 165323 I See Footnote Series A Preferred Stock Common Stock 3078380 I See Footnote Series B Preferred Stock Common Stock 1678288 I See Footnote Series C Preferred Stock Common Stock 1535364 I See Footnote Series D Preferred Stock Common Stock 859001 I See Footnote Series F Preferred Stock Common Stock 448786 I See Footnote Shares held directly by Canaan VII L.P. (the "Canaan Fund"). Canaan Partners VII LLC ("Canaan VII" and together with the Canaan Fund, the "Canaan Entities") is the sole general partner of the Canaan Fund and each may be deemed to have sole voting, investment and dispositive power with respect to the shares held by the Canaan Fund. Warren Lee, a member of Canaan VII, serves as the representative of the Canaan Entities on the Issuer's board of directors. Mr. Lee disclaims beneficial ownership in the securities held by the Canaan Entities, except to the extent of his pecuniary interest, if any, in such securities by virtue of the limited liability company interests he owns in Canaan VII. The shares will automatically convert on a one-for-one basis into shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering (as defined in the Seventh Amended and Restated Certificate of Incorporation, as filed with the State of Delaware on June 13, 2013). This security is convertible at any time into shares of the Issuer's Common Stock on a one-for-one basis at the Canaan Entities' election. These shares do not have an expiration date. The shares will automatically convert into shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering (as defined in the Issuer's Seventh Amended and Restate Certificate of Incorporation, as filed with the State of Delaware on June 13, 2013) at a ratio depending upon the Issuer's initial public offering price. /s/ Adam Lichstein Attorney-in-Fact 2013-06-26