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Market Overview

Telaria Provides Third and Fourth Quarter 2017 Guidance


Telaria, a leading video monetization software company, announced
updated financial guidance for the third and fourth quarters of 2017.
Telaria was formerly known as Tremor Video. Due to a clerical error by
the NYSE, Telaria will trade today as TRLA, and tomorrow will correctly
trade as TLRA.

At 12:30 PM ET today, Telaria executives will host an analyst and
investor day to present the Company's strategy and financial outlook.
The event will be broadcast live and can be accessed on Telaria's
Investor Relations website.

Based on information available as of September 26, 2017, the Company
expects the following:

Third Quarter and Fourth Quarter Outlook
Q3 2017 Q4 2017
Revenue $12.0 – $12.5 million $14.5 – $16.5 million
Adjusted EBITDA (1) $(0.5) – $0.0 million $2.5 – $3.5 million

(1) Adjusted EBITDA is a non-GAAP financial measure. Please see the
discussion in the section called "Non-GAAP Financial Measures" at the
end of this press release.

About Telaria

Telaria (formerly Tremor Video) is the leading independent data-driven
software platform built to monetize and manage premium video inventory
with the greatest speed, control, and transparency, wherever and however
audiences are watching.

"Safe Harbor" Statement: This press release contains
forward-looking statements that involve risks, uncertainties,
assumptions and other factors that could cause actual results and the
timing of certain events to differ materially from those set forth in or
implied by such forward-looking statements. All statements other than
statements of historical fact are forward-looking statements, including
statements related to 2017 third quarter and fourth quarter financial
guidance. Important factors that could cause actual results or the
timing of events to differ materially from those set forth in or implied
by any forward-looking statements include, without limitation, risks and
uncertainties associated with: the company's continuing development of
its business model; the impact of the disposition of the company's buyer
platform on the company's operations and financial results, including
loss of synergies between the buyer platform and seller platform;
unfavorable conditions in the global economy or reductions in digital
advertising spend; the company's ability to effectively innovate and
adapt to rapidly changing technology and client needs; increased
competition as well as innovations by new and existing competitors;
expansion of the online video advertising market; the company's ability
to attract new demand partners and maintain relationships with current
demand partners; the company's ability to increase or maintain spend
from existing demand partners, including the Tremor Video DSP buyer
platform, which the company sold in August 2017; growth of OTT and
connected TV; risks of entering new markets in which we have limited or
no experience and difficulty adapting our solutions for new markets;
adoption of the company's seller platform by publishers; the company's
ability to attract premium video advertising inventory from publishers
on terms that are favorable to it; the company's ability to detect
fraudulent or malicious activity and ensure a high level of brand safety
for its clients; identifying, attracting and retaining qualified
personnel; defects, errors or interruptions in the company's solutions;
the company's ability to collect and use data to deliver its solutions;
the impact of tools that block the display of video ads; the effect of
regulatory developments and industry standards regarding internet
privacy and other matters; maintaining, protecting and enhancing the
company's intellectual property; costs associated with defending
intellectual property infringement, securities litigation and other
claims; future opportunities and plans, including the uncertainty of
expected future financial performance and results; as well as other
risks and uncertainties detailed from time-to-time under the caption
"Risk Factors" and elsewhere in the company's filings with the U.S.
Securities and Exchange Commission, including its Annual Report on Form
10-K for the year ended December 31, 2016, filed with the U.S.
Securities and Exchange Commission on March 10, 2017, its Quarterly
Report on Form 10-Q for the period ended March 31, 2017, filed with the
U.S. Securities and Exchange Commission on May 10, 2017, and its
Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed
with the U.S. Securities and Exchange Commission on August 9, 2017.

Forward-looking statements are based on current expectations and beliefs
and are not guarantees of future performance or events. Investors are
cautioned not to place undue reliance on any forward-looking statements.
Furthermore, forward-looking statements speak only as of the date on
which they are made, and, except as required by law, Telaria disclaims
any obligation to update these forward-looking statements to reflect
future events or circumstances.

Non-GAAP Financial Measures: To supplement its consolidated
financial statements, which are prepared and presented in accordance
with U.S. generally accepted accounting principles ("GAAP"), Telaria
reports Adjusted EBITDA, which is a non-GAAP financial measure. We
define Adjusted EBITDA as net loss plus (minus): interest expense and
other income (expense), net, provision for income taxes, depreciation
and amortization expense, non-cash stock-based compensation expense,
non-cash stock-based long-term incentive compensation, executive
severance and retention costs, acquisition related costs, litigation
costs associated with class action securities litigation, mark-to-market
expense, impairment charges, other professional fees, and other
adjustments. We use Adjusted EBITDA for financial and operational
decision-making and as a means to evaluate period-to-period comparisons.
We believe that the use of Adjusted EBITDA provides useful information
about our operating results, enhances the overall understanding of our
past financial performance and future prospects, and allows for greater
transparency with respect to a key metric that is used by management in
its financial and operational decision making. Non-GAAP financial
measures should be considered in addition to results and guidance
prepared in accordance with GAAP, but should not be considered a
substitute for, or superior to, GAAP results. With respect to our
expectations under "Guidance" above, reconciliation Adjusted EBITDA
guidance to the closest corresponding GAAP measure is not available
without unreasonable efforts on a forward-looking basis due to the high
variability, complexity and low visibility with respect to the costs and
charges excluded from this non-GAAP measure, in particular, the measures
and effects of stock-based compensation expense specific to equity
compensation awards that are directly impacted by unpredictable
fluctuations in our stock price. We expect the variability of these
costs and charges to have a significant, and potentially unpredictable,
impact on our future GAAP financial results.

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