X0306 4 2018-11-05 0 0001375796 Telaria, Inc. TLRA 0001757616 Lowy Adam C/O TELARIA, INC. 222 BROADWAY, 16TH FLOOR NEW YORK NY 10038 0 1 0 0 Chief Commercial Officer Restricted Stock Unit 2018-11-05 4 A 0 100000 0.00 A Common Stock 100000 100000 D Employee Stock Option (Right to Buy) 3.05 2018-11-05 4 A 0 200000 0.00 A 2028-11-04 Common Stock 200000 200000 D Each restricted stock unit (the "RSU") represents a contingent right to receive one share of the Issuer's common stock. Grant to the Reporting Person of an RSU under the 2013 Plan. The RSU will vest in four equal annual installments on each of November 5, 2019, November 5, 2020, November 5, 2021 and November 5, 2022, provided the Reporting Person continues to provide services to the Issuer on each such vesting date. This RSU grant is subject to full accelerated vesting following a change in control transaction and termination under certain circumstances within a specified period of time following the closing of a change in control transaction. 25% of the total shares underlying this option will vest on November 5, 2019 and the remaining shares vest 1/48 per month over the next 36 months thereafter, subject to continued service to the Issuer through each vesting date. This option is subject to full accelerated vesting following a change in control transaction and termination under certain circumstances within a specified period of time following the closing of a change in control transaction. /s/ Aaron Saltz, Attorney-in-Fact 2018-11-07