FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION

Exhibit 2.2

FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION

This FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION (this “Amendment”), dated as of November 1, 2013, is entered into by and among JumpTap, Inc., a Delaware corporation (the “Company”) and Millennial Media, Inc., a Delaware corporation (the “Parent” and collectively with the Company, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the same meanings as set forth in the Agreement and Plan of Reorganization, dated as of August 13, 2013, by and among the Parent, Polo Corp., a Delaware corporation, the Company and Shareholder Representative Services LLC, a Colorado limited liability company (the “Agreement”).

WHEREAS, Section 10.1 of the Agreement provides that amendments may be made to the Agreement with approval of the board of directors of each of the Parties and by execution of an instrument in writing signed by each of the Parties; and

WHEREAS, the Parties wish to amend the definition of Parent Stock Price in Exhibit A to the Agreement, such amendment to be effective on the “Amendment Effective Date” (as defined below).

NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements and provisions herein contained, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.                                      Amendment. As of the Amendment Effective Date, the definition of “Parent Stock Price” in Exhibit A of the Agreement is hereby deleted and replaced in its entirety by the following:

“Parent Stock Price” shall mean the average of the closing sale prices of Parent Common Stock as quoted on the New York Stock Exchange for the five (5) consecutive trading days ending with the trading day that is three (3) trading days prior to the Closing Date. Notwithstanding the foregoing, in no event shall the Parent Stock Price be less than seven dollars and 05/100 cents ($7.05) in calculating the Merger Consideration Amount or any other calculation requiring a numerical value for Parent Stock Price pursuant to this Agreement.