MILLENNIAL MEDIA, INC. STOCK OPTION ASSUMPTION NOTICE (ASSUMED AWARD)Assumed Option Agreement • December 15th, 2014 • Millennial Media Inc. • Services-advertising agencies
In connection with the transactions contemplated by the Amended and Restated Agreement and Plan of Merger, by and among Millennial Media, Inc. (the “Company”), Nexage, Inc. (“Nexage”) and certain other parties thereto, dated as of October 31, 2014 (the “Merger Agreement”), the Company has assumed an option held by Optionholder to purchase shares of common stock of Nexage. Pursuant to the Merger Agreement, and in accordance with the requirements of Sections 409A and 424 of the Code, such option has been converted into an option to purchase the number of shares of the Company’s Common Stock set forth below at the per-share exercise price below. The option is subject to all of the terms and conditions as set forth in this notice and in the Option Agreement attached hereto. For the avoidance of doubt, this option is not issued under the Company’s 2012 Equity Incentive Plan, as amended through the date hereof (the “Plan”) and does not reduce the share reserve under the Plan. However, for pu
