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Table of Contents Except as otherwise noted below, the address for persons listed in the table is c/o Millennial Media, Inc., 2400 Boston Street, Suite 201, Baltimore, Maryland 21224.
Number of Additional Shares to be Sold if Under riters' Option is E ercised in Full Shares Beneficiall O ned After this Offering if Under riters' Option is E ercised in Full Shares Percentage

Shares Beneficiall O ned Prior to this Offering Name of Beneficial O ner Principal Stockholders: Entities affiliated with Bessemer Venture Partners(1) Entities affiliated with Columbia Capital(2) Entities affiliated with Charles River Ventures(3) Entities affiliated with New Enterprise Associates, Inc. (4) Named E ecutive Officers and Directors: Paul J. Palmieri(5) Chris Brandenburg(6) Michael Avon(7) Stephen Root(7) Wenda Harris Millard(7) Patrick J. Kerins(4) Robert P. Goodman(1) John D. Markley, Jr. (8) George Zachary(3) Alan MacIntosh(9) James A. Tholen(7) Arun Gupta(2) All current directors and executive officers as a group(10) (12 persons) Other Selling Stockholders: Ho Shin(7) Marcus Startzel(7) Acta Wireless Capital, LLC (9) BANG Investments, Inc. (11) Mark Ewen(12) Robert Marshall(12) Shares Percentage

Number of Shares Offered

Shares Beneficiall O ned After this Offering Shares Percentage

13,500,231 13,500,231 10,362,712

20.5% 20.5 15.7

13,500,231 13,500,231 10,362,712

18.0% 18.0 13.8

13,500,231 13,500,231 10,362,712

17.8% 17.8 13.7

9,828,024

14.9

9,828,024

13.1

9,828,024

13.0

7,397,327 6,053,760 448,541 2,098,490 507,500 9,828,024 13,500,231 478,118 10,362,712 1,390,963 56,237

11.2 9.2 * 3.1 * 14.9 20.5 * 15.7 2.1 * *

394,544 326,168 39,985 128,148

7,002,783 5,727,592 408,556 1,970,342 507,500 9,828,024 13,500,231 478,118 10,362,712 1,319,525 56,237

9.3 7.6 * 2.6 * 13.1 18.0 * 13.8 1.8 * *

338,018 279,437 34,256 109,788

6,664,765 5,448,155 374,300 1,860,554 507,500 9,828,024 13,500,231 478,118 10,362,712 1,258,322 56,237

8.8 7.2 * 2.4 * 13.0 17.8 * 13.7 1.7 * *

52,121,903 45,092 347,529 1,326,405 48,780 48,780 48,780

75.5 * * 2.0 * * *

888,845 51,161,621 2,693 29,143 71,438 2,627 2,627 2,627 42,399 318,386 1,254,967 46,153 46,153 46,153

65.6 * * 1.7 * * *

761,499 50,338,918 2,307 24,968 61,203 2,251 2,251 2,251 40,092 293,418 1,193,764 43,902 43,902 43,902

64.0 * * 1.6 * * *

* (1)

Represents beneficial ownership of less than 1%. Consists of (i) 10,010,551 shares of common stock issuable upon conversion of shares of preferred stock held of record by Bessemer Venture Partners VI L.P.; (ii) 3,362,330 shares of common stock issuable upon conversion of shares of preferred stock held of record by Bessemer Venture Partners Co-Investment L.P.; and (iii) 127,350 shares of common stock issuable upon conversion of shares of preferred stock held of record by Bessemer Venture Partners VI Institutional L.P. Deer VI & Co. LLC is the general partner of each of Bessemer Venture Partners VI L.P., Bessemer Venture Partners Co-Investment L.P. and Bessemer Venture Partners VI Institutional L.P. (collectively referred to as the "Bessemer Venture 125

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Table of Contents Partners Entities"). David J. Cowan, J. Edmund Colloton, Robert M. Stavis, Robin S. Chandra and Robert P. Goodman (a member of our board of directors) are the executive managers of Deer VI & Co. LLC and share voting and dispositive power of the shares held by the Bessemer Venture Partners Entities, and each disclaims beneficial ownership of the shares identified in this footnote except to the extent of his respective proportionate pecuniary interest in such shares. The address for these entities is 1865 Palmer Avenue, Suite 104, Larchmont, NY 10538. (2) Consists of (i) 11,935,636 shares of common stock issuable upon conversion of shares of preferred stock held of record by Columbia Capital Equity Partners IV (QP), L.P.; (ii) 1,468,526 shares of common stock issuable upon conversion of shares of preferred stock held of record by Columbia Capital Equity Partners IV (QPCO), L.P.; and (iii) 96,069 shares of common stock issuable upon conversion of shares of preferred stock held of record by Columbia Capital Employee Investors IV, L.P. Columbia Capital Equity Partners IV, L.P. is the general partner of Columbia Capital Equity Partners IV (QP) and Columbia Capital Equity Partners IV (QPCO), L.P. Columbia Capital IV, LLC is the general partner of Columbia Capital Equity Partners IV, L.P. and Columbia Capital Employee Investors IV, L.P. Columbia Capital IV, LLC has sole voting and investment power over the shares held directly and indirectly by the entities of which it is the general partner as described above. James B. Fleming, Jr., Harry F. Hopper III and R. Phillip Herget, III control Columbia Capital IV, LLC As a result, Messrs. Fleming, Hopper and Herget exercise voting and investment control over all the shares held by Columbia Capital Equity Partners IV (QP), L.P., Columbia Capital Equity Partners IV (QPCO), L.P. and Columbia Capital Employee Investors IV, L.P. and may be deemed to have beneficial ownership over all those shares. Arun Gupta, one of our directors, is a partner of entities affiliated with Columbia Capital, but he does not have beneficial ownership over the shares held by Columbia Capital Equity Partners IV (QP), L.P., Columbia Capital Equity Partners IV (QPCO), L.P. or Columbia Capital Employee Investors IV, L.P. The address for these entities is 201 North Union Street, Suite 301, Alexandria, VA 22314. Consists of 10,079,791 shares of common stock issuable upon conversion of shares of preferred stock held of record by Charles River Partnership XIII, LP and 282,921 shares of common stock issuable upon conversion of shares of preferred stock held of record by Charles River Friends XIII-A, LP. Charles River XIII GP, LP is the General Partner of Charles River Partnership XIII, LP, and Charles River XIII GP, LLC is the General Partner of both Charles River XIII GP, LP and Charles River Friends XIII-A, LP. The Managing Members of Charles River XIII GP, LLC are Izhar Armony, Jon Auerbach, Bruce I. Sachs, William P. Tai and George Zachary (a member of our board of directors), none of whom has sole voting and dispositive power with respect to such shares. The address of the entities affiliated with Charles River Ventures is One Broadway, 15th Floor, Cambridge, Massachusetts 02142. (4) Consists of 9,794,401 shares of common stock issuable upon conversion of shares of preferred stock held of record by New Enterprise Associates 13, L.P. ("NEA13") and 33,623 shares of common stock issuable upon conversion of shares of preferred stock held of record by NEA Ventures 2009, L.P. ("Ven 2009"). The shares directly held by NEA 13 are indirectly held by NEA Partners 13, L.P. ("NEA Partners 13"), the sole general partner of NEA 13, NEA 13 GP, LTD ("NEA 13 LTD"), the sole general partner of NEA Partners 13 and each of the individual Directors of NEA 13 LTD. The individual Directors (collectively, the "Directors") of NEA 13 LTD are M. James Barrett, Peter J. Barris, Forest Baskett, Ryan D. Drant, Patrick J. Kerins (a member of our board of directors), Krishna "Kittu" Kolluri, C. Richard Kramlich, David M. Mott, Scott D. Sandell, Ravi Viswanathan and Harry R. 126

(3)

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Table of Contents Weller. The shares directly held by Ven 2009 are indirectly held by Karen P. Welsh, the general partner of Ven 2009. NEA 13, NEA Partners 13, NEA 13 LTD and the Directors share voting and dispositive power with regard to the shares directly held by NEA 13. Karen P. Welsh, the general partner of Ven 2009, holds voting and dispositive power over the shares held by Ven 2009. All indirect holders of the above referenced shares disclaim beneficial ownership of all applicable shares except to the extent of their actual pecuniary interest therein. The principal business address of New Enterprise Associates, Inc. is 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. (5) Shares beneficially owned prior to this offering consists of 6,570,144 shares of common stock held directly by Mr. Palmieri and 819,475 shares of common stock held directly by The Paul Palmieri 2010 Grantor Retained Annuity Trust. Also includes 7,708 shares of common stock underlying options that are vested and exercisable within 60 days of March 1, 2012. Mr. Palmieri is an executive officer of our company. Shares beneficially owned prior to this offering consists of 5,396,052 shares of common stock held directly by Mr. Brandenburg and 650,000 shares of common stock held directly by The John Christopher Brandenburg 2010 Grantor Retained Annuity Trust. Also includes 7,708 shares of common stock underlying options that are vested and exercisable within 60 days of March 1, 2012. Mr. Brandenburg is an executive officer of our company. Shares beneficially owned prior to this offering consists of shares of common stock underlying options that are vested and exercisable within 60 days of March 1, 2012. Messrs. Avon and Root are executive officers of our company, and Messrs. Shin and Startzel are employees of our company. Consists of 450,000 shares of common stock held directly by Bear Creek Investors, LLC and 28,118 shares of common stock underlying options that are vested and exercisable within 60 days of March 1, 2012. Mr. Markley is a managing member of Bear Creek Investors, LLC and has sole voting and dispositive power of the shares held by that entity. Shares beneficially owned prior to this offering consists of 1,082,500 shares of common stock and 243,905 shares of common stock issuable upon conversion of shares of preferred stock held directly by Acta Wireless Capital, LLC and 64,558 shares of common stock underlying options that are vested and exercisable within 60 days of March 1, 2012. Mr. Alan MacIntosh and Mr. Mark McDowell are the members of Acta Wireless Capital, LLC and share voting and dispositive power of the shares held by that entity. The principal business address of Acta Wireless Capital, LLC is 3201 Brassfield Road, Suite 300, Greensboro, NC 27410. Shares beneficially owned prior to this offering consists of 14,968,171 shares of common stock, 33,934,872 shares of common stock issuable upon conversion of preferred stock and 3,218,860 shares of common stock underlying options that are vested and exercisable within 60 days of March 1, 2012. Shares beneficially owned prior to this offering consists of shares of common stock issuable upon conversion of shares of preferred stock. Garner Borstein and Andy Nulman share voting and dispositive power of the shares held by this entity. Shares beneficially owned prior to this offering consists of shares of common stock issuable upon conversion of shares of preferred stock. 127

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