FTOH
CORP.

    2010
Equity Incentive Plan

     

    RESTRICTED
STOCK AGREEMENT

    (Non-Assignable)

     

    ________

     

    _____________
Shares of Restricted Stock of

    FTOH
CORP.

     

    THIS
CERTIFIES that on ____ __, 2010, _____ (“Holder”) was granted _____________
shares of fully paid and non-assessable shares (“Shares”) of the Restricted
Stock (par value $0.0001 per share) of FTOH Corp. (“Corporation”), a Delaware
corporation, pursuant to the terms of the Corporation’s 2010 Equity Incentive
Plan (“Plan”), the terms and conditions of which are hereby incorporated as
though set forth at length, and the receipt of a copy of which the Holder hereby
acknowledges by his execution of this agreement.  A determination of
the Committee (as defined in the Plan) under the Plan as to any questions which
may arise with respect to the interpretation of the provisions of this award and
of the Plan shall be final. The Committee may authorize and establish such
rules, regulations and revisions thereof not inconsistent with the provisions of
the Plan, as it may deem advisable.

     

    TERMS AND
CONDITIONS.  It is understood and agreed that the award evidenced by
this agreement is subject to the following terms and conditions:

     

    1.           Vesting
Schedule.  The Shares shall be subject to the following
non-cumulative leak out and vesting provisions.  Shares shall vest
immediately upon achieving their respective Target Revenues for the applicable
period.  All vesting is subject to claw-backs (as set forth in Section
2 herein) in the event of any breach of Corporate policy, restatements and/or
adjustments.  Notwithstanding anything herein to the contrary, all
vested shares may be exercised and disposed of not sooner than six months
following the date hereof.

    


    
      
        	
                Percentage of Shares to

                Vest

              	 
      	
                Target Revenue

                (minimum)

              	 
      	
                Fiscal Quarters for Target

                Revenue to be Achieved

              
	
                25%

              	 
      	
                $1,500,000

              	 
      	
                Q1-2011
      (or Q4-2010)

              
	
                25%

              	 
      	
                $3,000,000

              	 
      	
                Q2-2011
      (or Q1-2011)

              
	
                25%

              	 
      	
                $6,000,000

              	 
      	
                Q3-2011
      (or Q2-2011)

              
	
                25%

              	
                  

              	
                Positive
      EBITDA

              	
                  

              	
                In
      any quarter not later than
Q4-2011

              


      

    

     

    
      
         


      

      
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    2.           Claw-Back
Terms.  In consideration for the Corporation’s issuing the
Shares to the executive, subject to the vesting schedule set forth in Section 1
herein, to the degree the Company has not achieved the Target Revenues set forth
above for the applicable fiscal quarters or if, as a result of any restatement
of the consolidated financial results for such fiscal quarter, the Target
Revenue, following such restatement, is not then met, the Holder covenants and
agrees that within thirty (30) days of receipt of a written demand from the
Corporation, the Holder shall forfeit the Shares to the
Corporation.  Additionally and notwithstanding the foregoing, in the
event of any resignation of the Holder prior to the twelve month anniversary,
all Shares issued hereunder, whether or not vested pursuant to Section 1 herein,
shall be immediately forfeited to the Corporation.  If (a) the Holder
is terminated for “Cause” (as defined in the Holder’s employment agreement with
the Corporation) or the Holder terminates his employment without Good Reason (as
defined in the Holder’s employment agreement with the Corporation), in each
case, within twelve (12) months of the date of this award, (b) if the
Corporation or 5to1.com, Inc. modifies the terms of the Corporation’s Management
“A” Shares or Assumed Unvested Restricted Stock or Awards or Assumed Special
Incentive Awards (each, as defined in the Agreement and Plan of Merger (the
“Merger Agreement”) by and between the Corporation, FTOH Acquisition, Inc. and
5to1.com, Inc. dated November 3, 2010)  prior to the twelve (12)
months following the final closing of the Corporation’s private placement
(“PIPE”) conducted in conjunction of the Merger Agreement or (c) either of Ross
Levinsohn, Mitchell Chun or James Heckman resign within twelve (12) months
following the final closing of the PIPE, all Shares issued or issuable hereunder
shall be surrendered and the Shares will be returned to the  Company
for cancellation without payment..

     

    3.           Regulatory Compliance and
Listing.  The issuance or delivery of any stock certificates
representing Shares may be postponed by the Corporation for such period as may
be required to comply with any applicable requirements under the federal
securities laws, any applicable listing requirements of any national securities
exchange, any rules, regulations or other requirements under any other law, or
any rules or regulations applicable to the issuance or delivery of such Shares,
and the Corporation shall not be obligated to deliver any such Shares to the
Holder if delivery thereof would constitute a violation of any provision of any
law or of any regulation of any governmental authority or any national
securities exchange.

     

    4.           Investment Representations
and Related Matters.  The Holder hereby represents that the
Shares awarded pursuant to this agreement are being acquired for investment
purposes and not for resale or with a view towards distribution
thereof.  The Holder acknowledges and agrees that any sale or
distribution of Shares may be made only pursuant to either (a) a registration
statement on an appropriate form under the Securities Act of 1933, as amended
(“Securities Act”), which registration statement has become effective and is
current with regard to the Shares being sold, or (b) a specific exemption from
the registration requirements of the Securities Act that is confirmed in a
favorable written opinion of counsel, in form and substance satisfactory to
counsel for the Corporation, prior to any such sale or
distribution.  The Holder hereby consents to such action as the
Corporation deems necessary or appropriate from time-to-time to prevent a
violation of, or to perfect an exemption from, the registration requirements of
the Securities Act or to implement the provisions of this agreement, including
but not limited to placing restrictive legends on certificates evidencing Shares
and delivering stop transfer instructions to the Corporation’s stock transfer
agent.

     

    5.           No Right To Continued
Employment; Forfeiture.  This agreement does not confer upon
the Holder any right to continued employment by the Corporation or any of its
subsidiaries or affiliated companies, nor shall it interfere in any way with the
right to the Holder’s employer to terminate employment at any time for any
reason or no reason.


    
      
         


      

      
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    6.           Construction.  The
Plan and this agreement will be construed by and administered under the
supervision of the Committee, and all determinations will be final and binding
on the Holder.

     

    7.           Dilution.  Nothing
in the Plan or this agreement will restrict or limit in any way the right of the
Board of Directors of the Corporation to issue or sell stock of the Corporation
(or securities convertible into stock of the Corporation) on such terms and
conditions as it deems to be in the best interests of the Corporation,
including, without limitation, stock and securities issued or sold in connection
with mergers and acquisitions, stock issued or sold in connection with any stock
option or similar plan, and stock issued or contributed to any stock bonus or
employee stock ownership plan.

     

    8.           Bound by
Plan.  The Holder hereby agrees to be bound by all of the terms
and provisions of the Plan, a copy of which is available to him upon
request.

     

    9.           Notices.  Any
notice hereunder to the Corporation shall be addressed to it c/o FTOH Corp.,
1453 3rd Street,
Santa Monica, CA 90401, Attention: Chief Executive Officer, and any notice
hereunder to the Holder shall be addressed to the Holder at the last known home
address shown in the records of the Corporation, subject to the right of any
party hereto to designate another address at any time hereafter in
writing.

     

    10.         Counterparts.  This
agreement may be executed in counterparts each of which taken together shall
constitute one and the same instrument.

     

    11.         Governing
Law.  This agreement shall be governed by, and construed and
enforced in accordance with, the internal laws of the State of Delaware without
reference to principles of conflicts of laws.

     

    [SIGNATURE
PAGE FOLLOWS]


    
      
         


      

      
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    IN
WITNESS WHEREOF, the Corporation caused this agreement to be executed by a duly
authorized officer.

     

    
      
        	
                Dated:
      _____ ___, 2010

              	
                FTOH
      CORP.

              
	 
      	 
      	 
      
	 
      	 
      	
                By:

              	 
      
	 
      	 
      	
                Name:
      James Heckman

              
	 
      	 
      	
                Title:   Chief
      Heckman Officer

              


      

    

    


    
      
        	
                ACCEPTED
      AND ACKNOWLEDGED:

              	 
      
	 
      	 
      
	
                By:

              	 
      	 
      
	 
      	
                Print
      Name:

              	 
      
	 
      	 
      	 
      
	
                Dated:

              	
                __________________,
      2010

              	 
      


      

    

     

    
      
         


      

      
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