X0306 4 2019-02-28 0 0001375796 Telaria, Inc. TLRA 0001700262 Evans Katie Seitz C/O TELARIA, INC. 222 BROADWAY, 16TH FLOOR NEW YORK NY 10038 0 1 0 0 Chief Operating Officer Restricted Stock Unit 2019-02-28 4 A 0 46296 0.00 A Common Stock 46296 46296 D Employee Stock Option (Right to Buy) 5.58 2019-02-28 4 A 0 31004 0.00 A 2029-02-27 Common Stock 31004 31004 D Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. Grant to the Reporting Person of a restricted stock unit (the "RSU") under the 2013 Plan. The RSU will vest in four equal annual installments on each of February 14, 2020, February 14, 2021, February 14, 2022 and February 14, 2023, 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 February 14, 2020 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 2019-03-04