SOURCEFORGE,
      INC.

    


    SEPARATION
      AGREEMENT AND RELEASE

    


    This
      Separation Agreement and Release (“Agreement”)
      is
      made by and between
      Ali
      Jenab (“Employee”)
      and
      SourceForge, Inc. (the “Company”,
      collectively referred to with Employee as the “Parties”
or
      each
      individually referred to as a “Party”).

    


    WHEREAS,
      Employee was employed by the Company;

    


    WHEREAS,
      Employee signed an Employment,
      Confidential Information and Assignment of Inventions Agreement with
      the
      Company on August 3, 2000 (the “Confidentiality
      Agreement”);

    


    WHEREAS,
      Employee signed offer letters with the Company relating to his employment with
      the Company on July 28, 2000 and February 27, 2001 (the “Offer
      Letters”);

    


    WHEREAS,
      Employee and the Company entered into an Indemnification Agreement dated
      December 31, 2001 (the “Indemnification
      Agreement”);

    


    WHEREAS,
      on
      August 31, 2006, Employee was granted a restricted stock award of 175,000 shares
      of the Company’s stock, with time-based vesting made pursuant to the Company’s
      1998 Stock Option Plan (the “Plan”),
      and
      memorialized in the Restricted Stock Purchase Agreement dated August 31, 2006
      (the “2006
      RSPA”),
      and
      on June 11, 2007, Employee was granted a restricted stock award of 280,000
      shares of the Company’s stock, with time-based vesting made pursuant to the
      Plan, and memorialized in the Restricted Stock Purchase Agreement dated August
      31, 2006 (the “2007
      RSPA”,
      and
      together with the 2006 RSPA, the “RSPAs”);

    


    WHEREAS,
      the
      Company granted Employee an option on February 16, 2001 to purchase 700,000
      shares of the Company’s common stock pursuant to the Plan, memorialized in a
      Stock Option Agreement dated March 2, 2001 (as amended by the Option
      Cancellation Agreement (as defined below), the “March
      2001 Stock Option Agreement”),
      an
      option on June 14, 2001 to purchase 400,000 shares of the Company’s common stock
      pursuant to the Plan, memorialized in a Stock Option Agreement dated July 24,
      2001 (the “July
      2001 Stock Option Agreement”),
      an
      option on October 11, 2001 to purchase 2,000,000 shares of the Company’s common
      stock pursuant to the Plan, memorialized in a Stock Option Agreement dated
      October 31, 2001 (the “October
      2001 Stock Option Agreement”),
      an
      option on December 4, 2002 to purchase 200,000 shares of the Company’s common
      stock pursuant to the Plan, memorialized in a Stock Option Agreement dated
      December 16, 2002 (the “December
      2002 Stock Option Agreement”),
      an
      option on December 10, 2003 to purchase 325,000 shares of the Company’s common
      stock pursuant to the Plan, memorialized in a Stock Option Agreement dated
      January 8, 2004 (the “January
      2004 Stock Option Agreement”),
      an
      option on July 1, 2004 to purchase 204,080 shares of the Company’s common stock
      pursuant to the Plan, memorialized in a Stock Option Agreement dated July 27,
      2004 (the “July
      2004 ISO Stock Option Agreement”),
      an
      option on July 1, 2004 to purchase 283,420 shares of the Company’s common stock
      pursuant to the Plan, memorialized in a Stock Option Agreement dated July 27,
      2004 (the “July
      2004 NSO Stock Option Agreement”
and
      together with the March 2001 Stock Option Agreement, the July 2001 Stock Option
      Agreement, the October 2001 Stock Option Agreement, the December 2002 Stock
      Option Agreement, the January 2004 Stock Option Agreement, and the July 2004
      ISO
      Stock Option Agreement, the “Stock
      Option Agreements”,
      and
      collectively with the RSPAs, the “Stock
      Agreements”);

    


    WHEREAS,
      Employee and the Company entered into an Option Cancellation Agreement on June
      5, 2003 (the “Option
      Cancellation Agreement”)
      pursuant to which Employee and the Company agreed that the options granted
      to
      Employee on August 2, 2000 and December 6, 2000 would be cancelled in their
      entirety and 306,250 of the share of Common Stock underlying the March
      2001 Stock Option Agreement would be cancelled, such that Employee was entitled
      to purchase up to up to 393,750 shares of Common Stock under and pursuant to
      the
      terms of the March 2001 Stock Option Agreement following the execution of the
      Option Cancellation Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    WHEREAS,
      Employee resigned all positions as an officer, director and employee with the
      Company effective as of June 10, 2008 (the “Termination
      Date”);
      

    


    WHEREAS,
      the
      Company and Employee desire to enter into a consulting agreement pursuant to
      which Employee shall perform consulting services for the Company, which
      consulting services shall commence immediately upon the resignation of
      Employee’s other positions such that Employee’s service to the Company shall
      continue uninterrupted; and

    


    WHEREAS,
      the
      Parties wish to resolve any and all disputes, claims, complaints, grievances,
      charges, actions, petitions, and demands that Employee may have against the
      Company and any of the Releasees (as defined below), including, but not limited
      to, any and all claims arising out of or in any way related to Employee’s
      employment with or separation from the Company.

    


    NOW,
      THEREFORE, in consideration of the mutual promises made herein, the Company
      and
      Employee hereby agree as follows:

    


    1. Consideration.

     

    a. Cash
      Severance. The
      Company hereby agrees that contingent upon the effectiveness of this Agreement,
      the Company will pay Employee cash
      severance in an amount equal to Seven Hundred Thirty-Five Thousand Dollars
      ($735,000) (the “Cash
      Severance”),
      less
      applicable withholding, in one lump sum on the third business day following
      the
      Effective Date (as defined below). 

     

    b. Fourth
      Quarter Fiscal 2008 Bonus.
      The
      Company hereby agrees that contingent upon the effectiveness of this Agreement,
      Employee will be eligible to receive a cash payment equal to the fourth quarter
      fiscal 2008 bonus that otherwise would have been paid to Employee under the
      standard terms and conditions of the Company’s Named Executive Officer Bonus
      Policy and Plan for the Company’s fiscal year ending July 31, 2008 (the
“Named
      Executive Officer Plan”),
      a
      copy of which was attached as Exhibit 10.1 to the Current Report Form 8-K dated
      September 5, 2007, if Employee had been a named executive officer of the Company
      at the time eligibility for fourth quarter fiscal 2008 bonuses was determined
      thereunder. Employee acknowledges and understands that this provision is not
      a
      guarantee of any future payments and that it is possible that no payments will
      be made pursuant to this provision. Any payments pursuant to this provision
      shall be made contemporaneously with the payment of fourth quarter fiscal 2008
      bonuses, if any, to the Company’s named executive officers pursuant to the terms
      and conditions of the Named Executive Officer Plan.

    


    c. Vesting.
      The
      Parties hereby agree that as of the earlier of (i) termination of the Consulting
      Agreement (as defined below) and (ii) the end of the term of the Consulting
      Agreement, contingent upon and subject to the effectiveness of this Agreement,
      Employee shall receive accelerated vesting with respect to that number of shares
      of Company Common Stock underlying the Stock Agreements that Employee would
      have
      vested in during the twelve (12) month period following the termination of
      the
      Consulting Agreement or the end of the term of the Consulting Agreement,
      whichever occurs first, had Employee continued to vest during such period (the
      “Accelerated
      Shares”).
      For the
      avoidance of doubt, the Parties acknowledge and agree that (i) Employee shall
      be
      deemed to be a “Service Provider” (as such term is defined in the Plan) during
      the term of the Consulting Agreement, (ii) that Employee’s status as a “Service
      Provider” shall be continuous and uninterrupted during the period of his
      employment and through, and to the conclusion, of the term, or earlier
      termination pursuant to Section 6 thereof, of the Consulting Agreement such
      that
      there shall be no change in Employee’s status as a “Service Provider” throughout
      this period, (iii) that Employee shall continue to vest in shares subject to
      the
      Stock Agreements during the term of the Consulting Agreement if and to the
      extent permitted under the terms of the Stock Agreements and (iv) the
      calculation of the number of Accelerated Shares shall be based upon and
      performed as of the date on which the Consulting Agreement is terminated or
      the
      end of the term of the Consulting Agreement, whichever occurs first, pursuant
      to
      the provisions thereof. For
      further avoidance of doubt and to facilitate the calculation of the Accelerated
      Shares, the Parties acknowledge and agree that the Stock Agreements provide
      that
      Employee shall vest, subject to the terms thereof, in the following number
      of
      shares of the Company’s Common Stock on the following dates: (a) under the 2006
      RSPA, Employee shall vest in an additional 43,750 shares of Company Common
      Stock
      on August 31, 2008 and an additional 87,500 shares of Company Common Stock
      on
      August 31, 2009 and (b) under the 2007 RSPA, Employee shall vest in an
      additional 93,334 shares of Company Common Stock on June 11, 2008, an additional
      93,333 shares of Company Common Stock on June 11, 2009 and an additional 93,333
      shares of Company Common Stock on June 11, 2010. 

     

    
      
        
        

      

      
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    d. Extended
      Exercise Period.
      Subject
      to this Agreement becoming effective on the Effective Date, Employee shall
      have
      a twelve (12) month period following the termination of the Consulting Agreement
      or the end of the term of the Consulting Agreement, whichever occurs first,
      during which Employee may exercise any and all of his vested shares of Common
      Stock underlying any of the Stock Agreements. The exercise of Employee’s vested
      stock options shall continue to be governed by the terms and conditions of
      the
      Stock Option Agreements. Employee
      understands that these amendments may disqualify any of the options subject
      to
      the Option Agreements from qualifying as incentive stock options and result
      in
      such options being considered non-statutory stock options. Employee
      acknowledges that in any event, three (3) months and one (1) day from the
      Termination Date the portion of Employee’s vested but unexercised options under
      the Stock Option Agreements that formerly qualified as incentive stock options
      shall cease to qualify as incentive stock options and will be treated for tax
      purposes as non-statutory stock options.

    


    e. Consulting
      Agreement.
      The
      Company and Employee hereby agree to enter into a consulting agreement in
      substantially the form attached hereto as Exhibit
      A
      (the
“Consulting
      Agreement”),
      pursuant to which Employee will provide the consulting services described
      therein for a period of three (3) months in exchange for the Company’s payment
      of a monthly consulting fee equal to $35,000, on the terms and subject to the
      conditions set forth in the Consulting Agreement.

    


    f. COBRA
      Payments.
      If
      Employee properly elects continuation coverage under the Company’s group health
      plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985
      (“COBRA”),
      the
      Company will reimburse Employee for COBRA premiums paid by Employee for Employee
      and his enrolled family members for the period beginning on July 1, 2008, and
      ending on the earlier of (a) October 31, 2009, (b) the date Employee first
      becomes eligible for coverage under any group health plan maintained by another
      employer of Employee or his spouse, or (c) the date such COBRA continuation
      coverage otherwise terminates as to Employee under the provisions of the
      Company’s group health plan. Nothing herein shall be deemed to extend the
      otherwise applicable maximum period in which COBRA continuation coverage is
      provided or supersede the plan provisions relating to early termination of
      such
      COBRA continuation coverage.

    


    g. Personal
      Computer, Mobile Telephone and E-mail Account.
      During
      the term of the Consulting Agreement, Employee may continue to utilize his
      current personal computer, mobile telephone and e-mail address that was provided
      to him by the Company for his use during his employment with the Company.
      Employee shall return the personal computer and mobile telephone to the Company
      on or before the termination of the Consulting Agreement or the end of the
      term
      of the Consulting Agreement, whichever occurs first. Employee covenants and
      agrees that he will not make or retain copies of any information contained
      on
      the personal computer or mobile telephone other than for the purpose of
      fulfilling Employee’s obligations to the Company. To ensure that all of its
      confidential and proprietary information and/or computer programs have been
      removed from Employee’s personal computer, the Company may, at its sole option,
      exchange the hard drive contained in the laptop computer for a new hard drive
      provided that the new hard drive has at least the same processing speed, memory
      capacity, and other similar characteristics.

     

    
      
        
        

      

      
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    2. Benefits.
      Employee’s health insurance benefits shall cease on June 30, 2008, subject to
      Employee’s right to continue his health insurance under COBRA. Except as
      specifically provided in this Agreement, Employee’s participation in all
      benefits and incidents of employment, including, but not limited to the accrual
      of bonuses, vacation, and paid time off, ceased as of the Termination Date
      and
      Employee is not entitled to and will not receive any benefits pursuant to the
      Offer Letters.

    


    3. Payment
      of Salary and Receipt of All Benefits.
      Employee acknowledges and represents that (a) other than the consideration
      set
      forth in this Agreement, the Company has paid or provided all salary, wages,
      bonuses, accrued vacation/paid time off, premiums, housing allowances,
      relocation costs, interest, severance, outplacement costs, fees, reimbursable
      expenses for which reimbursement documentation has been submitted to the
      Company, commissions, stock, stock options, vesting, and any and all other
      benefits and compensation due to Employee, (b) other than pursuant to the Stock
      Agreements, the Company has no obligation to issue or grant
      to
      Employee any securities of the Company, whether pursuant to stock options,
      stock
      grants, or otherwise
      and (c)
      Employee is not entitled to and will not receive any benefits pursuant to the
      Offer Letters.

    


    4. Release
      of Claims.
      Employee agrees that the foregoing consideration represents settlement in full
      of all outstanding obligations owed to Employee by the Company and its current
      and former officers, directors, employees, agents, investors, attorneys,
      shareholders, administrators, affiliates, benefit plans, plan administrators,
      insurers, trustees, divisions, and subsidiaries, and predecessor and successor
      corporations and assigns (collectively, the “Releasees”).
      Employee, on his own behalf and on behalf of his respective heirs, family
      members, executors, agents, and assigns, hereby and forever releases the
      Releasees from,
      and
      agrees not to sue concerning, or in any manner to institute, prosecute, or
      pursue, any claim, complaint, charge, duty, obligation, demand, or cause of
      action relating to any matters of any kind, whether presently known or unknown,
      suspected or unsuspected, that Employee may possess against any of the Releasees
      arising from any omissions, acts, facts, or damages that have occurred up until
      and including the Effective Date of this Agreement, including, without
      limitation:

    


    5. The
      Company agrees that, prior to demanding arbitration or otherwise initiating
      legal action against Employee based upon any alleged material breach of this
      Agreement, the Confidentiality Agreement or the Consulting Agreement, that
      Company will first provide Employee five days written notice of its belief
      that
      a breach has occurred and the basis for the alleged breach, to enable the
      Employee to respond to the Company's allegations with further information,
      in
      the event Employee elects to do so. 

    


    a. any
      and
      all claims relating to or arising from Employee’s employment relationship with
      the Company and the termination of that relationship; 

    


    b. any
      and
      all claims relating to, or arising from, Employee’s right to purchase, or actual
      purchase of shares of stock of the Company, including, without limitation,
      any
      claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty
      under applicable state corporate law, and securities fraud under any state
      or
      federal law;

    


    c. any
      and
      all claims for wrongful discharge of employment; termination in violation of
      public policy; discrimination; harassment; retaliation; breach of contract,
      both
      express and implied; breach of covenant of good faith and fair dealing, both
      express and implied; promissory estoppel; negligent or intentional infliction
      of
      emotional distress; fraud; negligent or intentional misrepresentation; negligent
      or intentional interference with contract or prospective economic advantage;
      unfair business practices; defamation; libel; slander; negligence; personal
      injury; assault; battery; invasion of privacy; false imprisonment; conversion;
      and disability benefits;

     

    
      
        
        

      

      
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    d. any
      and
all
      claims for violation of any federal, state, or municipal statute, including,
      but
      not limited to, Title VII
      of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the
      Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the
      Equal Pay Act; the Fair Labor Standards Act, except as prohibited by law;
the
      Fair
      Credit Reporting Act; the
      Age
      Discrimination in Employment Act of 1967; the Older Workers Benefit Protection
      Act; the
      Employee Retirement Income Security Act of 1974; the Worker Adjustment and
      Retraining Notification Act; the Family and Medical Leave Act, except as
      prohibited by law; the Sarbanes-Oxley Act of 2002;
      the
      Uniformed Services Employment and Reemployment Rights Act;
      the
      California Family Rights Act; the California Labor Code, except as prohibited
      by
      law; the California Workers’ Compensation Act, except as prohibited by law; and
      the California Fair Employment and Housing Act;

    


    e. any
      and
      all claims for violation of the federal or any state constitution;

    


    f. any
      and
      all claims arising out of any other laws and regulations relating to employment
      or employment discrimination;

    


    g. any
      claim
      for any loss, cost, damage, or expense arising out of any dispute over the
      non-withholding or other tax treatment of any of the proceeds received by
      Employee as a result of this Agreement; and

    


    h. any
      and
      all claims for attorneys' fees and costs, with the exception of such fees and
      costs as may be governed by the terms of the Indemnification
      Agreement.

    


    Employee
      agrees that the release set forth in this section shall be and remain in effect
      in all respects as a complete general release as to the matters released.
      Notwithstanding the foregoing, this release does not extend to any claims that
      Employee currently has or in the future may have for indemnification (statutory,
      equitable, contractual, pursuant to the Company’s governing documents, or
      otherwise) or contribution, or to any obligations incurred under this Agreement,
      the Confidentiality Agreement or the Indemnification Agreement. This
      release does
      not
      release claims that cannot be released as a matter of law,
      including, but not limited to: (1) Employee’s right to file a charge with or
      participate in a charge by the Equal Employment Opportunity Commission, or
      any
      other local, state, or federal administrative body or government agency that
      is
      authorized to enforce or administer laws related to employment, against the
      Company (with the understanding that any such filing or participation does
      not
      give Employee the right to recover any monetary damages against the Company;
      Employee’s release of claims herein bars Employee from recovering such monetary
      relief from the Company);
      (2)
      claims
      under Division 3, Article 2 of the California Labor Code (which includes
      California Labor Code section 2802 regarding indemnity for necessary
      expenditures or losses by employee); and (3) claims prohibited from release
      as
      set forth in California Labor Code section 206.5 (specifically “any claim or
      right on account of wages due, or to become due, or made as an advance on wages
      to be earned, unless payment of such wages has been made”).
      Employee
      represents that he has made no assignment or transfer of any right, claim,
      complaint, charge, duty, obligation, demand, cause of action, or other matter
      waived or released in this Section.

    


    6. Acknowledgment
      of Waiver of Claims under ADEA.
      Employee acknowledges that he is waiving and releasing any rights he may have
      under the Age Discrimination in Employment Act of 1967 (“ADEA”),
      and
      that this waiver and release is knowing and voluntary. Employee agrees that
      this
      waiver and release does not apply to any rights or claims that may arise under
      the ADEA after the Effective Date of this Agreement. Employee acknowledges
      that
      the consideration given for this waiver and release is in addition to anything
      of value to which Employee was already entitled. Employee further acknowledges
      that he has been advised by this writing that: (a) he should consult with an
      attorney prior
      to
      executing this Agreement; (b) he has twenty-one (21) days within which to
      consider this Agreement; (c) he has seven (7) days following his execution
      of
      this Agreement to revoke this Agreement; (d) this Agreement shall not be
      effective until after the revocation period has expired; and (e) nothing in
      this
      Agreement prevents or precludes Employee from challenging or seeking a
      determination in good faith of the validity of this waiver under the ADEA,
      nor
      does it impose any condition precedent, penalties, or costs for doing so, unless
      specifically authorized by federal law. In the event Employee signs this
      Agreement and returns it to the Company in less than the 21-day period
      identified above, Employee hereby acknowledges that he has freely and
      voluntarily chosen to waive the time period allotted for considering this
      Agreement. Employee acknowledges and understands that revocation must be
      accomplished by a written notification to Robert M. Neumeister that is received
      prior to the Effective Date.

     

    
      
        
        

      

      
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    7. California
      Civil Code Section 1542.
      Employee
      acknowledges that he
      has been
      advised to consult with legal counsel and is familiar with the provisions of
      California Civil Code Section 1542, a statute that otherwise prohibits the
      release of unknown claims, which provides as follows:

    


    A
      GENERAL
      RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT
      TO
      EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN
      BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
      DEBTOR.

    


    Employee,
      being aware of said code section, agrees to expressly waive any rights
he/she
      may
      have
      thereunder, as well as under any other statute or common law principles of
      similar effect.

    


    8. No
      Pending or Future Lawsuits.
      Employee represents that he has no lawsuits, claims, or actions pending in
      his
      name, or on behalf of any other person or entity, against the Company or any
      of
      the other Releasees. Employee also represents that he does not intend to bring
      any claims on his own behalf or on behalf of any other person or entity against
      the Company or any of the other Releasees.

    


    9. Application
      for Employment.
      Employee understands and agrees that, as a condition of this Agreement, Employee
      shall not be entitled to any employment with the Company, and Employee hereby
      waives any right, or alleged right, of employment or re-employment with the
      Company. Employee further agrees not to apply for employment with the Company
      and not otherwise to pursue an independent contractor or vendor relationship
      with the Company, except as provided in this Agreement.

    


    10. Confidentiality.
      Employee agrees to maintain in complete confidence the existence of this
      Agreement, the contents and terms of this Agreement, and the consideration
      for
      this Agreement (hereinafter collectively referred to as “Separation
      Information”),
      except to the extent the Company publicly discloses such information, in which
      case, Employee shall only be permitted to disclose information already disclosed
      by the Company. Except as required by law or in response to a subpoena or other
      request made through legal process, Employee may disclose Separation Information
      only to his immediate family members, the court in any proceedings to enforce
      the terms of this Agreement, and Employee’s counsel, accountant or any
      professional tax advisor to the extent that they need to know the Separation
      Information in order to provide advice on legal issues, tax treatment or to
      prepare tax returns, and must prevent disclosure of any Separation Information
      to all other third parties. Employee agrees that he will not publicize to the
      general public, directly or indirectly, any Separation Information.


    


    11. Trade
      Secrets and Confidential Information/Company Property.
      Employee reaffirms and agrees to observe and abide by the terms of the
      Confidentiality Agreement. Employee’s signature below constitutes his
      certification under penalty of perjury that he has returned, or will return
      promptly following the termination of the Consulting Agreement or the end of
      the
      term of the Consulting Agreement, whichever occurs first, all documents and
      other items provided to Employee by the Company, developed or obtained by
      Employee in connection with his employment with the Company, or otherwise
      belonging to the Company.

     

    
      
        
        

      

      
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    12. No
      Cooperation.
      Employee
      agrees not to act in any manner that might damage the business of the Company.
      Employee further agrees that he will not knowingly encourage, counsel, or assist
      any attorneys or their clients in the presentation or prosecution of any
      disputes, differences, grievances, claims, charges, or complaints by any third
      party against any of the Releasees, unless under a subpoena or other court
      order
      to do so or as related directly to the ADEA waiver in this Agreement. Employee
      agrees both to immediately notify the Company upon receipt of any such subpoena
      or court order, and to furnish, as soon as practicable and, in any case, within
      five (5) business days of its actual receipt by Employee or his obtaining
      knowledge thereof, a copy of such subpoena or other court order.
      If
      approached by anyone for counsel or assistance in the presentation or
      prosecution of any disputes, differences, grievances, claims, charges, or
      complaints against any of the Releasees, Employee shall state no more than
      that
      he/she cannot provide counsel or assistance.

    


    13. Non-Disparagement.
      Employee agrees to refrain from any disparagement, defamation, libel, or slander
      of any of the Company, its officers and directors, and agrees to refrain from
      any tortious interference with the contracts and relationships of the Company.
      Employee shall direct any inquiries by potential future employers to the
      Company’s human resources department, which shall use its best efforts to
      provide only the Employee’s last position and dates of employment. Company
      agrees to refrain from any disparagement, defamation, libel, or slander of
      Employee, and agrees to refrain from any tortious interference with the
      contracts and relationships of Employee. 

    


    14. Breach.
      Employee acknowledges and agrees that any material breach of this Agreement,
      unless such breach constitutes a legal action by Employee challenging or seeking
      a determination in good faith of the validity of the waiver herein under the
      ADEA, or of any provision of the Confidentiality Agreement or the Consulting
      Agreement shall entitle the Company immediately to recover and/or cease
      providing the consideration provided to Employee under this Agreement, except
      as
      provided by law. The Company agrees that, prior to demanding arbitration or
      otherwise initiating legal action against Employee based upon any alleged
      material breach of this Agreement, the Confidentiality Agreement or the
      Consulting Agreement, that Company will first provide Employee five days written
      notice of its belief that a breach has occurred and the basis for the alleged
      breach, to enable the Employee to respond to the Company's allegations with
      further information, in the event Employee elects to do so. 

    


    15. No
      Admission of Liability.
      Employee understands and acknowledges that this Agreement constitutes a
      compromise and settlement of any and all actual or potential disputed claims
      by
      Employee. No action taken by the Company hereto, either previously or in
      connection with this Agreement, shall be deemed or construed to be (a) an
      admission of the truth or falsity of any actual or potential claims or
      (b) an acknowledgment or admission by the Company of any fault or liability
      whatsoever to Employee or to any third party. 

    


    16. Non-Solicitation.
      Employee agrees that for a period of twelve (12) months immediately following
      the Effective Date of this Agreement, Employee shall not directly or indirectly
      solicit any of the Company’s employees to leave their employment at the Company.
For
      purposes of this paragraph, the term “solicit” shall be deemed not to include
      advertisements or other generalized employment searches, including
      advertisements in various media (including trade media) or any job posting
      system, not specifically directed to employees of the Company and shall not
      include any action by Employee following any response by any person to such
      advertisements or generalized searches or any communication initiated by such
      person and not by Employee.

    


    17. Costs.
      The
      Company shall pay for Employee’s attorneys’ fees and costs incurred in
      connection with the preparation of this Agreement, within thirty days of the
      Effective Date of this Agreement.

     

    
      
        
        

      

      
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    18. ARBITRATION.
      THE
      PARTIES AGREE THAT ANY AND ALL DISPUTES ARISING OUT OF THE TERMS OF THIS
      AGREEMENT, THEIR INTERPRETATION, AND ANY OF THE MATTERS HEREIN RELEASED, SHALL
      BE SUBJECT TO ARBITRATION IN SANTA CLARA COUNTY, BEFORE JAMS, PURSUANT TO ITS
      EMPLOYMENT ARBITRATION RULES & PROCEDURES (“JAMS
      RULES”).
      THE
      ARBITRATOR MAY GRANT INJUNCTIONS AND OTHER RELIEF IN SUCH DISPUTES. THE
      ARBITRATOR SHALL ADMINISTER AND CONDUCT ANY ARBITRATION IN ACCORDANCE WITH
      CALIFORNIA LAW, INCLUDING THE CALIFORNIA CODE OF CIVIL PROCEDURE, AND THE
      ARBITRATOR SHALL APPLY SUBSTANTIVE AND PROCEDURAL CALIFORNIA LAW TO ANY DISPUTE
      OR CLAIM, WITHOUT REFERENCE TO ANY CONFLICT-OF-LAW PROVISIONS OF ANY
      JURISDICTION. TO THE EXTENT THAT THE JAMS RULES CONFLICT WITH CALIFORNIA LAW,
      CALIFORNIA LAW SHALL TAKE PRECEDENCE. THE DECISION OF THE ARBITRATOR SHALL
      BE
      FINAL, CONCLUSIVE, AND BINDING ON THE PARTIES TO THE ARBITRATION. THE PARTIES
      AGREE THAT THE PREVAILING PARTY IN ANY ARBITRATION SHALL BE ENTITLED TO
      INJUNCTIVE RELIEF IN ANY COURT OF COMPETENT JURISDICTION TO ENFORCE THE
      ARBITRATION AWARD. THE
      PARTIES TO THE ARBITRATION SHALL EACH PAY AN EQUAL SHARE OF THE COSTS AND
      EXPENSES OF SUCH ARBITRATION, AND EACH PARTY SHALL SEPARATELY PAY FOR ITS
      RESPECTIVE COUNSEL FEES AND EXPENSES; PROVIDED, HOWEVER, THAT THE ARBITRATOR
      SHALL AWARD ATTORNEYS’ FEES AND COSTS TO THE PREVAILING PARTY, EXCEPT AS
      PROHIBITED BY LAW. THE
      PARTIES HEREBY AGREE TO WAIVE THEIR RIGHT TO HAVE ANY DISPUTE BETWEEN THEM
      RESOLVED IN A COURT OF LAW BY A JUDGE OR JURY. NOTWITHSTANDING THE FOREGOING,
      THIS SECTION WILL NOT PREVENT EITHER PARTY FROM SEEKING INJUNCTIVE RELIEF (OR
      ANY OTHER PROVISIONAL REMEDY) FROM ANY COURT HAVING JURISDICTION OVER THE
      PARTIES AND THE SUBJECT MATTER OF THEIR DISPUTE RELATING TO THIS AGREEMENT
      AND
      THE AGREEMENTS INCORPORATED HEREIN BY REFERENCE.
      SHOULD
      ANY PART OF THE ARBITRATION AGREEMENT CONTAINED IN THIS PARAGRAPH CONFLICT
      WITH
      ANY OTHER ARBITRATION AGREEMENT BETWEEN THE PARTIES, THE PARTIES AGREE THAT
      THIS
      ARBITRATION AGREEMENT SHALL GOVERN.

    


    19. Tax
      Consequences.
      The
      Parties agree that, to the extent that payment of the Cash Severance constitutes
      or is to be treated as constituting the payment by the Company of an obligation
      to pay amounts to Employee upon his termination of employment with the Company,
      or a substitute for or satisfaction of such an obligation, then (a) payment
      of
      the sum of Four Hundred Sixty Thousand Dollars ($460,000) of the Cash Severance
      is intended to be and shall be treated as a payment that is not a “deferral of
      compensation,” within the meaning of United States Department of Treasury
      Regulations (“Treasury
      Regulations”)
      section 1.409A-1(b), by virtue of Treasury Regulations section 1.409A-1(b)(9)
      and (b) the sum of Two Hundred Seventy-Five Thousand Dollars ($275,000) of
      the
      Cash Severance is intended to be and shall be treated as a payment that is
      not a
“deferral of compensation” by virtue of the “short term deferral” rule of
      Treasury Regulations section 1.409A-1(b)(4) and shall constitute a “separate
      payment” for purposes of the application of that rule. The Company makes no
      other representations or warranties with respect to the tax consequences of
      the
      payments and any other consideration provided to Employee or made on his/her
      behalf under the terms of this Agreement. Employee agrees and understands that
      he is responsible for payment, if any, of local, state, and/or federal taxes
      on
      the payments and any other consideration provided hereunder by the Company
      and
      any penalties or assessments thereon. Employee further agrees to indemnify
      and
      hold the Company harmless from any claims, demands, deficiencies, penalties,
      interest, assessments, executions, judgments, or recoveries by any government
      agency against the Company for any amounts claimed due on account of (a)
      Employee’s failure to pay or Employee’s delayed payment of, federal or state
      taxes, or (b) damages sustained by the Company by reason of any such claims,
      including attorneys’ fees and costs.

    


    20. Authority.
      The
      Company represents and warrants that the undersigned has the authority to act
      on
      behalf of the Company and to bind the Company and all who may claim through
      it
      to the terms and conditions of this Agreement. Employee represents and warrants
      that he has the capacity to act on his own behalf and on behalf of all who
      might
      claim through him to bind them to the terms and conditions of this Agreement.
      Each Party warrants and represents that there are no liens or claims of lien
      or
      assignments in law or equity or otherwise of or against any of the claims or
      causes of action released herein.

     

    
      
        
        

      

      
        -
          8 -

        
          

        

      

      
        
        

      

    

     

    21. No
      Representations.
      Employee represents that he has had an opportunity to consult with an attorney,
      and has carefully read and understands the scope and effect of the provisions
      of
      this Agreement. Employee has not relied upon any representations or statements
      made by the Company that are not specifically set forth in this
      Agreement.

    


    22. Severability.
      In the
      event that any provision or any portion of any provision hereof or any surviving
      agreement made a part hereof becomes or is declared by a court of competent
      jurisdiction or arbitrator to be illegal, unenforceable, or void, this Agreement
      shall continue in full force and effect without said provision or portion of
      provision.

    


    23. Attorneys’
      Fees.
      Except
      with regard to a legal action challenging or seeking a determination in good
      faith of the validity of the waiver herein under the ADEA, in the event that
      either Party brings an action to enforce or effect its rights under this
      Agreement, the prevailing Party shall be entitled to recover its costs and
      expenses, including the costs of mediation, arbitration, litigation, court
      fees,
      and reasonable attorneys’ fees incurred in connection with such an
      action.

    


    24. Entire
      Agreement.
      This
      Agreement, together with the Confidentiality Agreement, the Consulting
      Agreement, the Indemnification Agreement and the Stock Agreements, represents
      the entire agreement and understanding between the Company and Employee
      concerning the subject matter of this Agreement and Employee’s employment with
      and separation from the Company and the events leading thereto and associated
      therewith, and supersedes and replaces any and all prior agreements and
      understandings (other
      than the Indemnification Agreement, the Confidentiality Agreement and the Stock
      Agreements) concerning
      the subject matter of this Agreement and Employee’s relationship with the
      Company, including, but not limited to, the Offer Letters. In
      the
      event that the indemnification language of this Agreement conflicts with the
      indemnification language contained in the Indemnification Agreement, the
      Indemnification Agreement shall govern. In addition, Employee shall continue
      to
      be provided coverage under director and officer liability insurance, no less
      favorable than the other officers employed by the Company as of the Effective
      Date of this Agreement.

    


    25. No
      Oral Modification.
      This
      Agreement may only be amended in a writing signed by Employee and the Company’s
      Chief Executive Officer.

    


    26. Governing
      Law.
      This
      Agreement shall be governed by the laws of the State of California, without
      regard for choice-of-law provisions. Employee consents to personal and exclusive
      jurisdiction and venue in the State of California.

    


    27. Effective
      Date.
      Each
      Party has seven (7) days after that Party signs this Agreement to revoke it.
      This Agreement will become effective on the eighth (8th) day after Employee
      signed this Agreement, so long as it has been signed by the Parties and has
      not
      been revoked by either Party before that date (the “Effective
      Date”).

    


    28. Counterparts.
      This
      Agreement may be executed in counterparts and by facsimile, and each counterpart
      and facsimile shall have the same force and effect as an original and shall
      constitute an effective, binding agreement on the part of each of the
      undersigned.

    


    29. Voluntary
      Execution of Agreement.
      Employee understands and agrees that he executed this Agreement voluntarily,
      without any duress or undue influence on the part or behalf of the Company
      or
      any third party, with the full intent of releasing all of his/her claims against
      the Company and any of the other Releasees. Employee acknowledges
      that:

    


    
      	
            	(a)	
              he
                has read this Agreement;

            


    

     

    
      
        
        

      

      
        -
          9 -

        
          

        

      

      
        
        

      

    

     

    
      
        
          	
                	(b)	
                  he
                    has been represented in the preparation, negotiation, and execution
                    of
                    this Agreement by legal counsel of his/her own choice or has
                    elected not
                    to retain legal
                    counsel;

                


        

      

    

    


    
      
        
          	
                	(c)	
                  he
                    understands the terms and consequences of this Agreement and
                    of the
                    releases it contains;
                    and

                


        

      

    

    


    
      	
            	(d)	
              he
                is fully aware of the legal and binding effect of this
                Agreement.

            


    

    


    30. Stock
      Agreements and Indemnification Agreement Remaining in Full Force and
      Effect.
      Except
      as specifically provided by this Agreement, the Stock Agreements and the
      Indemnification Agreement shall remain in full force and effect, unamended
      by
      this Agreement.

    


    31. Further
      Assurances.
      The
      Parties agree to execute any and all documents, consents and instruments and
      to
      take all actions and to do all things necessary or appropriate to effectuate
      the
      purposes and intents of this Agreement, and, in furtherance and not limitation
      thereof, Employee hereby agrees to execute and deliver to the Company all such
      documentation as the Company determines to be necessary and appropriate, in
      its
      sole discretion, for Employee to effect his resignation from each position
      as a
      director, officer or employee of the Company or any of its subsidiaries and
      for
      Employee to transfer to the Company, without further consideration, any shares
      of the capital stock of any of the Company’s subsidiaries.

    


    


    [Remainder
      of page intentionally left blank.
      Signature
      page follows.]

    


    
      
        
        

      

      
        -
          10 -

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Parties have executed this Agreement on the respective
      dates set forth below.

    


    

      
        	 	
                ALI
                  JENAB, an individual

              
	 	 	 
	 	 	 
	
                Dated:
                  June 9, 2008

              	
                /s/
                  Ali Jenab

              
	 	
                Ali
                  Jenab

              
	 	 	 
	 	 	 
	 	
                SOURCEFORGE,
                  INC.

              
	 	 	 
	 	 	 
	
                Dated:
                  June 9, 2008

              	
                By
                  

              	
                /s/
                  Robert M. Neumeister

              
	 	 	
                Robert M.
                  Neumeister

              
	 	 	
                Chairman
                  & Chief Executive Officer

              
	 	 	 
	 	 	 
	
                Approved
                  as to Form:

              	 	 
	 	 	 
	
                Dated:
                  June 9, 2008

              	
                By:

              	
                /s/
                  James Jacobs

              
	 	 	
                James
                  Jacobs

              
	 	 	
                GCA
                  Law Partners LLP

              
	 	 	
                Counsel
                  for Ali
                  Jenab

              
	 	 	 
	 	 	 
	
                Dated:
                  June 9, 2008

              	
                By:

              	
                /s/
                  David J. Segre

              
	 	 	
                David
                  J. Segre

              
	 	 	
                Wilson
                  Sonsini Goodrich & Rosati 

              
	 	 	
                Counsel
                  for SourceForge, Inc. 

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      A

    


    Consulting
      Agreement