INSIDER TRADING POLICY


EXHIBIT 10.45









INSIDER TRADING POLICY




Adopted by the Board of Directors on February 23, 2016




Social Reality, Inc. has adopted this Statement of Policy on Securities Trading by Company personnel and consultants (this “Policy Statement”) governing securities transactions by officers, directors, employees and consultants (including entities over the individual has influence or control, including corporations, limited liability companies, partnerships or trusts) of Social Reality, Inc. and its subsidiaries (collectively, with Social Reality, Inc., the “Company”).




The Insider Trading and Securities Fraud Enforcement Act of 1988 (the “Act”) authorizes the Securities and Exchange Commission and the Justice Department to vigorously prosecute insider trading that is based on information acquired in the workplace and imposes substantial penalties on individuals for insider trading. In addition, the Act places direct responsibility on companies to monitor the securities transactions of their employees. Onerous penalties may be assessed against the Company for the insider trading violations of its employees. Accordingly, if the Company does not take active steps to adopt preventive policies and procedures covering securities transactions by Company personnel, the consequences could be severe.




The Company has also adopted this Policy Statement to avoid damage to its reputation for integrity and ethical conduct. We all strive to establish a reputation for observing the highest standards of conduct, and even the appearance of improper conduct must be avoided.




Consequences of Insider Trading Violations




The civil and criminal penalties for insider trading violations under the Act are as follows:




For individuals who trade on inside information (or who tip information to others):




·

A civil penalty of up to three times the profit gained or loss avoided;

·

A criminal fine (no matter how small the profit) of up to $1 million; and

·

A maximum jail term of 10 years.




For a company (as well as possibly any supervisory person) that fails to take appropriate steps to prevent illegal trading:




·

A civil penalty of the greater of $1 million or three times the profit gained or loss avoided as a result of the employee’s violation; and

·

A maximum criminal penalty of $2.5 million.











Moreover, anyone who fails to comply with any of the policies or procedures set forth in this Policy Statement may be disciplined or terminated at the Company’s sole discretion, whether or not such individual’s failure to comply results in a violation of law. Needless to say, a violation of law, or even a Securities and Exchange Commission investigation that does not result in prosecution, can tarnish one’s reputation and irreparably damage a career.




In this regard, every officer, director, employee and consultant is responsible for the actions of his or her immediate family and personal household as well as family members who do not live with you but whose transactions in the Company's securities are directed by you or subject to your influence or control. Prohibited securities transactions by an employee’s spouse, for example, could have the same consequences as trading initiated directly by the employee.




Prohibited Use of Material Information




If a director, officer, employee or consultant knows of material nonpublic information relating to the Company, it is our policy that neither that person nor any related person may buy or sell the Company’s securities or engage in any other action to take advantage of, or pass on to others, that information.




In addition, it is the policy of the Company that no director, officer, employee or consultant of the Company who, in the course of working for the Company, learns of material nonpublic information about a company with which the Company does business, including a customer or supplier of the Company, may trade in that company’s securities until the information becomes public or is no longer material.




Transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure) are not exempt from this policy. The securities laws do not recognize such mitigating circumstances, and, in any event, even the appearance of an improper transaction must be avoided to preserve the Company’s reputation for adhering to the highest standards of conduct.




For purposes of this Policy Statement, “material information” means any information that a reasonable investor would consider important in a decision to buy, hold, or sell stock of the Company or of any other company. In short, any information is material if it could reasonably affect the price of the stock.




Common examples of information that will frequently be regarded as material are:




·

Projections of future earnings or losses;

·

Earnings that are inconsistent with the consensus expectations of the investment community;

·

News of a pending or proposed merger, acquisition, or similar transaction;

·

News of a significant sale of assets or the disposition of a subsidiary;

·

Changes in dividend policies, the declaration of a stock split, or the offering of additional securities;






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·

Entering into contracts that could lead to significant revenue;

·

Changes in management;

·

Institution of or changes in the status of governmental investigations;

·

Significant new products or discoveries;

·

Impending bankruptcy or financial liquidity problems; and

·

The gain or loss of a substantial customer.




Twenty-Twenty Hindsight




If your securities transactions become the subject of investigation, they will be viewed by the Securities and Exchange Commission after the fact with the benefit of hindsight. Therefore, before engaging in any transaction, you may want to consult with your own attorney (in addition to clearing the transaction with Pearlman Schneider, LLP, the Company’s outside securities counsel), and carefully consider how regulators and others might view the transaction in hindsight.




Trading After Public Announcements




It is also Company policy that, except as discussed below under “Preplanned Trading Programs,” no officer, director, employee or consultant, nor anyone related to any such person, may enter into a trade immediately after the Company has publicly announced material information, including earnings releases. Because the Company’s stockholders and the investing public should be allowed time to receive the information and digest it sufficiently, as a general rule such persons should not engage in any transactions until at least two business days after the information has been released. Moreover, because the Company’s press releases are typically not reported by the financial press, it may be necessary in certain situations to delay a trade for an even longer period of time.




Stock Option Exercises




The Company’s insider trading policy does not apply to the exercise of an employee or consultant stock option, or to the exercise of a tax withholding right pursuant to which you elect to have the Company withhold shares subject to an option to satisfy tax withholding requirements. The policy does apply, however, to any sale of stock as part of a broker-assisted cashless exercise of an option, or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option.




Preplanned Trading Program




A preplanned trading program, if properly structured and implemented, can be a better way to facilitate trading in the Company’s securities than our regular system of trading windows and black-out periods. The Company, therefore, will permit trading in its securities under preplanned trading programs that satisfy the requirements of Securities and Exchange Commission Rule 10b5-1 and the policies set forth in this Policy Statement.









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All preplanned trading programs must be pre-cleared and coordinated with the Company as described below under “Pre-Clearance of All Trades and “Broker Interface Procedures.” Once the preplanned trading program has been pre-cleared, the actual transactions in the Company’s securities effected pursuant to the program will not require any further clearance as long as there have been no modifications or changes to the program as pre-cleared.




Gifts




A gift of Company securities to a family member, charitable organization or any other person (including a transfer to a family trust) should be pre-cleared as described below under “Pre-Clearance of All Trades” and may not be made during a black-out period described below under "Black-Out Periods." 




Tipping Information to Others




Whether the information is proprietary information about the Company or information that could have an impact on the Company’s stock price, you must not pass it on to others. The penalties set forth above apply, whether or not you derive any benefit from someone else’s actions. In one case, for example, the Securities and Exchange Commission imposed a $470,000 penalty on a tipper even though he did not profit personally from his tippees’ trading.




This policy also serves the Company’s broader interest in preserving the confidentiality of its proprietary information.




Additional Prohibited Transactions




Because we believe it is improper and inappropriate for any Company personnel to engage in short-term or speculative transactions involving the Company’s securities, it is the Company’s policy that directors, officers, employees and consultants should not engage in any of the following activities with respect to the Company’s securities:




1.

Trading on a short-term basis. Any Company securities purchased in the open market must be held for a minimum of six months and preferably longer. (Note that the Securities and Exchange Commission’s short-swing profit rule requires disgorgement of profits made by officers and directors from selling any Company securities within six months of a purchase. For some of the same policy reasons, we are simply expanding this rule to all employees. However, the rule does not apply to stock option exercises and subsequent sales of the underlying securities, except to the extent required by law for officers and directors.)




2.

Short selling. Short sales of the Company’s securities evidence an expectation on the part of the seller that the securities will decline in value, and therefore signal to the market that the seller has no confidence in the Company or its short-term prospects. In addition, short sales may reduce the seller’s incentive to improve the Company’s performance. For these reasons, short sales of the Company’s securities are prohibited by this Policy Statement. In addition, Section 16(c) of the Securities Exchange Act of 1934 prohibits officers and directors from engaging in 






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short sales. This prohibition extends to so-called short sales against the box, where the seller may own the securities being sold, but may not deliver those securities to cover the sale order.




3.

Publicly Traded Options. A transaction in options is, in effect, a bet on the short-term movement of the Company’s stock and therefore creates the appearance that the individual is trading based on inside information. Transactions in options also may focus the individual’s attention on short-term performance at the expense of the Company’s long-term objectives. Accordingly, transactions in puts, calls or other derivative securities, on an exchange or in any other organized market, are prohibited by this Policy Statement. Option positions arising from certain types of hedging transactions are governed by the section below captioned “Hedging Transactions.”




4.

Hedging Transactions. Certain forms of hedging or monetization transactions, such as zero-cost dollars and forward sale contracts, allow an individual to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. These transactions allow the individual to continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, the individual may no longer have the same objectives as the Company’s other stockholders. Therefore, the Company strongly discourages you from engaging in such transactions. Any person wishing to enter into such an arrangement must first pre-clear the proposed transaction with the Company's Chief Executive Officer. Any request for pre-clearance of a hedging or similar arrangement must be submitted to the Chief Executive Officer at least two weeks prior to the proposed execution of documents evidencing the proposed transaction and must set forth a justification for the proposed transaction.




5.

Margin Accounts and Pledges. Securities held in a margin account may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Similarly, securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Because a margin sale or foreclosure sale may occur at a time when the pledgor is aware of material nonpublic information or otherwise is not permitted to trade in Company securities, directors, officers, employees and consultants are prohibited from holding Company securities in a margin account or pledging Company securities as collateral for a loan, without obtaining prior approval. An exception to this prohibition may be granted where a person wishes to pledge Company securities as collateral for a loan (not including margin debt) and clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities. Any person who wishes to pledge Company securities as collateral for a loan must submit a request for approval to the Chief Executive Officer at least two weeks prior to the proposed execution of documents evidencing the proposed pledge. This prohibition does not apply to pledges of securities in effect prior to the adoption of this Policy Statement.




Pre-Clearance of All Trades




To provide assistance in preventing inadvertent insider trading violations and avoiding the appearance of an improper transaction (which could result, for example, when an employee engages in a trade while unaware of a pending major development), and also to comply with recent accelerated reporting requirements of insider transactions, all transactions in the 






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Company’s securities (acquisitions, dispositions, transfers, etc.) by any officer, director, employee or consultant, together with their family members, must be pre-cleared by the Chief Executive Officer. 




If you contemplate a transaction, you should contact the Chief Executive Officer at least two business days in advance. The Chief Executive Officer is under no obligation to approve a trade submitted for pre-clearance, and may determine not to permit the trade after review of the legal considerations applicable to the proposed trade. In the absence of the Chief Executive Officer, all of the foregoing transactions should be cleared by James M. Schneider, Esq. of Pearlman Schneider LLP, the Company’s outside securities counsel.  Any clearance by Mr. Schneider, however, is not to be construed as legal advice to you and you remain responsible for complying with this Policy Statement.  Transactions of the foregoing type by the Chief Executive Officer must be cleared by either the Company’s Chairman of the Board or Chairman of the Audit Committee.




This requirement does not apply to stock option exercises, but does cover market sales of option stock.




Broker Interface Procedures




The accelerated reporting of transactions pursuant to the Sarbanes-Oxley Act of 2002, which applies to directors and executive officers, will require tight interface with brokers handling transactions for our directors and executives. A knowledgeable, alert broker can act as a gatekeeper, helping ensure compliance with our pre-clearance procedures and helping prevent inadvertent violations.




We will require that all directors and executives officers and their brokers sign the enclosed Broker Instruction/Representation Form which imposes two requirements on the broker handling transactions in Company securities:




Not to enter any order (except for orders under pre-approved Rule 10b5-1 plans) without:




(a)

first verifying with the Company that the transaction was pre-cleared; and

(b)

complying with the brokerage firm’s compliance procedures (e.g., Rule 144).




To report immediately to the Company via:




(a)

telephone; and

(b)

in writing (via e-mail or fax) the details of every transaction involving Company securities, including gifts, transfers, pledges, and all 10b5-1 transactions.




Each director and executive officer should sign, and also have his broker sign, the enclosed Broker Instruction/Representation Form and return it to us as soon as possible following receipt of this Policy Statement so that we can work out with the brokers a coordinated procedure for handling any trades in the Company’s securities.









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Black-Out Periods 




1.

Quarterly Black-Out Periods. Unless made pursuant to a Preplanned Trading Program as permitted above, transactions in the Company’s securities can only be made outside of “black-out” periods. The standard black-out periods begin on the 30th day in the month before the end of a fiscal quarter or fiscal year and end two business days after public release of quarterly or annual financial results for that fiscal period.




2.

Event-Specific Black-Out Periods. The Company may on occasion issue interim earnings guidance or other potentially material information by means of a press release, Securities and Exchange Commission filing on Form 8-K or other means designed to achieve widespread dissemination of the information. You should anticipate that trades are unlikely to be pre-cleared while the Company is in the process of assembling the information to be released and until the information has been released and fully absorbed by the market. The Company generally will not disclose the reason for additional black-out periods.




3.

Hardship Exceptions. A person who is subject to a quarterly earnings black-out period and who has an unexpected and urgent need to sell Company stock in order to generate cash may, in appropriate circumstances, be permitted to sell Company stock even during the black-out period. Hardship exceptions may be granted only by the Chief Executive Officer and must be requested at least two days in advance of the proposed trade. A hardship exception may be granted only if the Chief Executive Officer concludes that the Company’s earnings information for the applicable quarter does not constitute material nonpublic information. Under no circumstance will a hardship exception be granted during an event-specific black-out period.




Transactions by Family Members




This Policy Statement also applies to your family members who reside with you, anyone else who lives in your household, and any family members who do not live in your household but whose transactions in Company securities are directed by you or are subject to your influence or control, such as parents or children who consult with you before they trade in Company securities. You are responsible for the transactions of these other persons and therefore should make them aware of the need to confer with you before they trade in Company securities.




Post-Termination Transactions




This Policy Statement continues to apply to your transactions in Company securities even after you have terminated employment or are no longer serving the Company as a director or consultant. If you are in possession of material nonpublic information when your employment or your service as a director or consultant terminates, you may not trade in Company securities until that information has become public or is no longer material.




In all other respects, the procedures set forth in this Policy Statement will cease to apply to your transactions in Company securities upon the expiration of any “black-out period” that is applicable to your transactions at the time of your termination of service.






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A Special Note to Affiliates




Officers, directors and 10% or greater stockholders of the Company are considered "affiliates" under Federal securities laws.  Affiliates are reminded that in addition to compliance with this Policy Statement, you are also required to comply with the provisions of Rule 144 of the Securities Act of 1933 in any sales or dispositions of Company securities.




Company Assistance




Any person who has any questions about specific transactions may obtain additional guidance from the Chief Executive Officer. However, the ultimate responsibility for adhering to this Policy Statement and avoiding improper transactions rests with you. Therefore, it is imperative that you use good judgment with respect to all your transactions in Company securities.






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BROKER INSTRUCTION/REPRESENTATION FORM




The undersigned executive officer or director of Social Reality, Inc. and its subsidiaries (collectively, with Social Reality, Inc., the “Company”) and such person’s securities broker hereby acknowledge and agree to the following in order to comply with the accelerated two-day reporting requirements of the Sarbanes-Oxley Act of 2002:




1.

Not to enter any order (except for orders under pre-approved Rule 10b5-1 plans) without:




(a)

first verifying with the Company that such transaction was pre-cleared, and

(b)

complying with the brokerage firm’s compliance procedures (e.g., Rule 144).




2.

To report immediately to the Company to the attention of the Chief Executive Officer via:




(a)

telephone, and

(b)

in writing (via e-mail or fax) the details of every transaction involving Company stock, including gifts, transfers, pledges, and all 10b5-1 transactions.







Dated: ___________________, 201_

__________________________________

Signature




Print name: _________________________




Title: _______________________________




Brokerage Firm

Dated: ___________________, 201_

___________________________________



[Print name of firm]







By: ________________________________




Print name: _________________________




Title: _______________________________






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