X0306 4 2016-10-14 0 0001671933 Trade Desk, Inc. TTD 0001671413 Stempeck Brian John C/O THE TRADE DESK, INC. VENTURA CA 93001 0 1 0 0 Chief Client Officer Employee Stock Option (Right to Buy) 0.069 2016-10-14 4 M 0 30000 0 D 2020-07-22 Class B Common Stock 30000 55000 D Class B Common Stock 0 2016-10-14 4 M 0 30000 0 A Class A Common Stock 30000 45000 D The option was granted on July 23, 2010 with a vesting commencement date ("VCD") of June 21, 2010. One-fourth (1/4th) of the shares subject to the option vest on the first anniversary of the VCD, with one forty-eighth (1/48th) of the shares subject to the original grant vesting on each monthly anniversary thereafter, subject to continued employment with the Issuer through the applicable vesting dates. Each share of Class B Common Stock has no expiration date and is convertible for no additional consideration into one (1) share of Class A Common Stock at the option of the holder thereof at any time. In addition, each share of Class B Common Stock will convert automatically into one (1) share of Class A Common Stock upon any transfer, whether or not for value, except for certain permitted transfers described in, and transfers to any "permitted transferee" as defined in, the Issuer's Amended and Restated Certificate of Incorporation. All shares of Class B Common Stock will convert automatically into shares of Class A Common Stock upon the earlier of (i) the date on which the number of outstanding shares of Class B Common Stock represent less than ten percent (10%) of the aggregate number of shares of the then outstanding Class A Common Stock and Class B Common Stock or (ii) a date specified by the holders of at least sixty-six and two-thirds percent (66 2/3%) of the outstanding shares of Class B Common Stock. /s/ Vivian Yang, Attorney-in-Fact for Brian J. Stempeck 2016-10-18