X0306 4 2019-02-28 0 0001375796 Telaria, Inc. TLRA 0001709574 Zagorski Mark C/O TELARIA, INC. 222 BROADWAY, 16TH FLOOR NEW YORK NY 10038 1 1 0 0 Chief Executive Officer Restricted Stock Unit 2019-02-28 4 A 0 71684 0.00 A Common Stock 71684 71684 D Stock Option (Right to Buy) 5.58 2019-02-28 4 A 0 67646 0.00 A 2029-02-27 Common Stock 67646 67646 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 issuer's 2013 Equity Incentive 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 partial accelerated vesting upon the closing of a change of control transaction and 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 partial accelerated vesting upon the closing of a change of control transaction and 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