SUBLEASE


 


 


 


This Sublease ("Sublease") is
dated for reference purposes as of August 22, 2012, and is made by and between TrueCar, Inc., a Delaware corporation ("Sublessor"),
and Social Reality, Inc., a Delaware corporation ("Sublessee"). Sublessor and Sublessee hereby agree as follows:


 


1.Recitals: This Sublease is
made with reference to the fact that Clock Tower, LLC, as landlord ("Master Lessor"), and Sublessor, as tenant, entered
into that certain lease, dated as of May 10, 2010, as amended by an amendment dated November 20, 2010 (collectively, "Master
Lease"), with respect to premises consisting of approximately 8,778 square feet of space, located at 225 Santa Monica Blvd.,
6th and 12th Floors, Santa Monica, CA 90401 ("Premises"). A copy of the Master Lease is attached hereto as Exhibit
A.


 


2.Premises: Sublessor hereby
subleases to Sublessee, and Sublessee hereby subleases from Sublessor, a portion of the Premises consisting of approximately 1,000
rentable square feet of space located on the 6th Floor of the Premises (hereinafter, "Subleased Premises"). The Subleased
Premises are more particularly described on Exhibit B attached hereto.


 


3.Term:


 


A.Term. The term ("Term")
of this Sublease shall be for the period commencing on September 1, 2012 ("Commencement Date") and ending on December
31, 2013 ("Expiration Date"), unless this Sublease is sooner terminated by (i) Sublessor or Sublessee by delivering not
less than sixty (60) days’ prior written notice, (ii) pursuant to its terms, or (iii) the Master Lease is sooner terminated.


 


B.Early Possession. If Sublessor
permits Sublessee to occupy the Subleased Premises prior to the Commencement Date, such occupancy (i) shall be subject to
all of the provisions of this Sublease, except for the obligation to pay Base Rent and Project Expenses (as defined below); and
(ii) shall not advance the Expiration Date of this Sublease.


 


C.No Option to Extend. The parties
hereby acknowledge that the expiration date of the Master Lease is December 31, 2013 and that Sublessee has no option to extend
the Term of this Sublease.


 


4.Rent:


 


A.Base Rent. Sublessee shall pay
to Sublessor as base rent for the Subleased Premises for each month during the Term the amount of Three Thousand Five Hundred Two
Dollars ($3,502.00) per month ("Base Rent"). Base Rent and Additional Rent, as defined in Paragraph 4.B below, shall
be paid on or before the first (1st) day of each month. Base Rent and Additional Rent for any period during the Term hereof which
is for less than one (1) month of the Term shall be a pro rata portion of the monthly installment based on a thirty (30) day month.
Base Rent and Additional Rent shall be payable without notice or demand and without any deduction, offset, or abatement, in lawful
money of the United States of America. Base Rent and Additional Rent shall be paid directly to Sublessor at 225 Santa Monica Blvd.,
12th Floor, Santa Monica, CA 90401, Attention: Accounts Payable, or such other address as may be designated in writing by Sublessor.


 


B.Additional Rent. All monies other
than Base Rent required to be paid by Sublessor under the Master Lease as to the Subleased Premises, including, without limitation,
any amounts payable by Sublessor to Master Lessor as "Project Expenses" (as defined in Section 5.2(b) of the Master Lease)
and utility and janitorial expenses under Section 7, shall be paid by Sublessee hereunder as and when such amounts are due under
the Master Lease, as incorporated herein. As incorporated from Section 5.1 of the Master Lease, “Tenant’s Share”
of Project Expenses shall be 1.84% (which is equal to the ratio of the total Rentable Area of the Subleased Premises to the total
square feet of Rentable Area in the Building). All such amounts shall be deemed additional rent ("Additional Rent").
Base Rent and Additional Rent hereinafter collectively shall be referred to as "Rent". Sublessee and Sublessor agree,
as a material part of the consideration given by Sublessee to Sublessor for this Sublease, that Sublessee shall pay all costs,
expenses, taxes, insurance, maintenance and other charges of every kind and nature arising in connection with this Sublease, the
Master Lease as to the Subleased Premises or the Subleased Premises, such that Sublessor shall receive, as a net consideration
for this Sublease, the Base Rent payable under Paragraph 4.A. hereof.


 






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C.Payment of First Month's Rent.
Upon execution hereof by Sublessee, Sublessee shall pay to Sublessor the sum of Three Thousand Five Hundred Two Dollars ($3,502.00),
which shall constitute Base Rent for the first month of the Term.


 


5.Security Deposit: Upon execution
hereof by Sublessee, Sublessee shall deposit with Sublessor the sum of Three Thousand Six Hundred Seven Dollars ($3,607.06) ("Security
Deposit"), in cash, as security for the performance by Sublessee of the terms and conditions of this Sublease. The Security
Deposit shall be held in accordance with the terms of Section 22.5 of the Master Lease, as incorporated herein.


 


6.Holdover: The parties hereby
acknowledge that the expiration date of the Master Lease is December 31, 2013 and that it is therefore critical that Sublessee
surrender the Subleased Premises to Sublessor no later than the Expiration Date in accordance with the terms of this Sublease.
In the event that Sublessee does not surrender the Subleased Premises by the Expiration Date in accordance with Paragraph 15
hereof, Sublessee shall indemnify, defend, protect and hold harmless Sublessor from and against all loss and liability resulting
from Sublessee's delay in surrendering the Subleased Premises and pay Sublessor holdover rent as provided in Section 21 of the
Master Lease.


 


7.Repairs: The parties acknowledge
and agree that Sublessee is subleasing the Subleased Premises on an "as is" basis, and that Sublessor has made no representations
or warranties with respect to the condition of the Subleased Premises as of the Commencement Date. Sublessor shall have no obligation
whatsoever to make or pay the cost of any alterations, improvements or repairs to the Subleased Premises, including, without limitation,
any improvement or repair required to comply with any law, regulation, building code or ordinance (including the Americans with
Disabilities Act of 1990). Master Lessor shall be solely responsible for performance of any repairs required to be performed by
Master Lessor under the terms of the Master Lease.


 


8.Assignment and Subletting.
Sublessee may not assign this Sublease, sublet the Subleased Premises, transfer any interest of Sublessee therein or permit any
use of the Subleased Premises by another party (collectively, "Transfer"), without the prior written consent of Sublessor
and Master Lessor. Any Transfer shall be subject to the terms of Section 14 of the Master Lease, as incorporated herein.


 


9.Use: Sublessee may use the
Subleased Premises only for the uses identified in Section 2 of the Master Lease. Sublessee shall comply with all reasonable
rules and regulations promulgated from time to time by Sublessor and Master Lessor.


 


10.Effect of Conveyance: As used
in this Sublease, the term "Sublessor" means the holder of the tenant's interest under the Master Lease. In the event
of any assignment, transfer or termination of the tenant's interest under the Master Lease, which assignment, transfer or termination
may occur at any time during the Term hereof in Sublessor's sole discretion, Sublessor shall be and hereby is entirely relieved
of all covenants and obligations of Sublessor hereunder, and it shall be deemed and construed, without further agreement between
the parties, that any transferee has assumed and shall carry out all covenants and obligations thereafter to be performed by Sublessor
hereunder. Sublessor may transfer and deliver any security of Sublessee to the transferee of the tenant's interest under the Master
Lease, and thereupon Sublessor shall be discharged from any further liability with respect thereto.


 






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11.Delivery and Acceptance: If
Sublessor fails to deliver possession of the Subleased Premises to Sublessee on or before the date set forth in Paragraph 3.A hereof
for any reason whatsoever, then this Sublease shall not be void or voidable, nor shall Sublessor be liable to Sublessee for any
loss or damage; provided, however, that in such event, Rent shall abate until Sublessor delivers possession of the Subleased Premises
to Sublessee. By taking possession of the Subleased Premises, Sublessee conclusively shall be deemed to have accepted the Subleased
Premises in their as-is, then-existing condition, without any warranty whatsoever of Sublessor with respect thereto.


 


12.Improvements: No alteration
or improvements shall be made to the Subleased Premises, except in accordance with the Master Lease, and with the prior written
consent of both Master Lessor and Sublessor.


 


13.Insurance: Sublessee shall
obtain and keep in full force and effect, at Sublessee's sole cost and expense, during the Term the insurance required of the “Tenant”
under Section 11 of the Master Lease. Sublessee shall name Master Lessor and Sublessor as additional insureds under its liability
insurance policy. The release and waiver of subrogation set forth in Section 11.6 of the Master Lease, as incorporated herein,
shall be binding on the parties.


 


14.Default; Remedies: Sublessee
shall be in material default of its obligations under this Sublease upon the occurrence of any of the events set forth in Section
22.1 of the Master Lease, as incorporated herein. In the event of any default by Sublessee, Sublessor shall have all remedies provided
in the Master Lease and by applicable law. Sublessor may resort to its remedies cumulatively or in the alternative.


 


15.Surrender: Prior to expiration
of this Sublease, Sublessee shall remove all of its trade fixtures and shall surrender the Subleased Premises to Sublessor in the
condition required under the Master Lease. If the Subleased Premises are not so surrendered, then Sublessee shall be liable to
Sublessor for all costs incurred by Sublessor in returning the Subleased Premises to the required condition, plus interest thereon
at the Interest Rate.


 


16.Broker: Sublessor and Sublessee
each represent to the other that they have dealt with no real estate brokers, finders, agents or salesmen in connection with this
transaction. Each party agrees to hold the other party harmless from and against all claims for brokerage commissions, finder's
fees or other compensation made by any other agent, broker, salesman or finder as a consequence of such party's actions or dealings
with such agent, broker, salesman, or finder.


 


17.Notices: Unless at least five
(5) days' prior written notice is given in the manner set forth in this paragraph, the address of each party for all purposes connected
with this Sublease shall be that address set forth below their signatures at the end of this Sublease. All notices, demands or
communications in connection with this Sublease shall be (a) personally delivered; or (b) properly addressed and (i) submitted
to an overnight courier service, charges prepaid, or (ii) deposited in the mail (certified, return receipt requested, and postage
prepaid). Notices shall be deemed delivered upon receipt, if personally delivered, one (1) business day after being submitted to
an overnight courier service and three (3) business days after mailing, if mailed as set forth above. All notices given to Master
Lessor under the Master Lease shall be considered received only when delivered in accordance with the Master Lease.


 






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18.Other Sublease Terms:


 


A.Incorporation By Reference. Except
as set forth below, the terms and conditions of this Sublease shall include all of the terms of the Master Lease and such terms
are incorporated into this Sublease as if fully set forth herein, except that: (i) each reference in such incorporated sections
to "Lease" shall be deemed a reference to "Sublease"; (ii) each reference to the "Premises"
shall be deemed a reference to the "Subleased Premises"; (iii) each reference to "Landlord" and "Tenant"
shall be deemed a reference to "Sublessor" and "Sublessee", respectively, except as otherwise expressly set
forth herein; (iv) with respect to work, services, repairs, restoration, insurance, indemnities, representations, warranties
or the performance of any other obligation of Master Lessor under the Master Lease, the sole obligation of Sublessor shall be to
request the same in writing from Master Lessor as and when requested to do so by Sublessee, and to use Sublessor's reasonable efforts
(without requiring Sublessor to spend more than a nominal sum) to obtain Master Lessor's performance; (v) with respect to any obligation
of Sublessee to be performed under this Sublease, wherever the Master Lease grants to Sublessor a specified number of days to perform
its obligations under the Master Lease, except as otherwise provided herein, Sublessee shall have three (3) fewer days to perform
the obligation, including, without limitation, curing any defaults; (vi) with respect to any approval required to be obtained
from the "Landlord" under the Master Lease, such consent must be obtained from both Master Lessor and Sublessor, and
the approval of Sublessor may be withheld if Master Lessor's consent is not obtained; (vii) in any case where the "Landlord"
reserves or is granted the right to manage, supervise, control, repair, alter, regulate the use of, enter or use the Premises or
any areas beneath, above or adjacent thereto, such reservation or grant of right of entry shall be deemed to be for the benefit
of both Master Lessor and Sublessor; (viii) in any case where "Tenant" is to indemnify, release or waive claims against
"Landlord", such indemnity, release or waiver shall be deemed to run from Sublessee to both Master Lessor and Sublessor;
(ix) in any case where "Tenant" is to execute and deliver certain documents or notices to "Landlord", such
obligation shall be deemed to run from Sublessee to both Master Lessor and Sublessor; (x) all payments shall be made to Sublessor;
(xi) Sublessee shall pay all consent and review fees set forth in the Master Lease to both Master Lessor and Sublessor; (xii) Sublessee
shall not have the right to terminate this Sublease due to condemnation unless Sublessor has such right under the Master Lease;
and (xiii) all "profit" under subleases and assignments shall be paid to Sublessor.


 


Subject to the foregoing, (a) the following
provisions of the Master Lease shall not be incorporated herein: Lease Summary (except for “Base Year”), Article 1,
3, 4.1, 4.2, 5.1 (the last sentence), 5.2(f), 7.1(b) (fourth sentence only), 8.1 (the third sentence after the semicolon), 22.5
(first sentence only), Article 26, 27, Article 29, 30.6, Exhibits B - D; (b) references in the following provisions to "Landlord"
shall mean Master Lessor only: 5.2(c) - 5.2(e), 5.3, 5.4(b), 6 (the first and third sentences only), 7.1, 7.2, 9.2, 11.1 (last
sentence only), 11.5, Article 12, Article 13, 15.3, and 30.18; (c) references in Section 10, 11.4, 20.3, and 23 to Landlord shall
mean Master Lessor and Sublessor; and (d) the Amendment to the Master Lease dated November 20, 2010 shall not be incorporated herein.


 


B.Assumption of Obligations. This
Sublease is and at all times shall be subject and subordinate to the Master Lease and the rights of Master Lessor thereunder. Sublessee
hereby expressly assumes and agrees: (i) to comply with all provisions of the Master Lease which are incorporated hereunder;
and (ii) to perform all the obligations on the part of the "Tenant" to be performed under the terms of the Master
Lease during the Term of this Sublease which are incorporated hereunder. In the event the Master Lease is terminated for any reason
whatsoever, this Sublease shall terminate simultaneously with such termination without any liability of Sublessor to Sublessee.
In the event of a conflict between the provisions of this Sublease and the Master Lease, as between Sublessor and Sublessee, the
provisions of this Sublease shall control. In the event of a conflict between the express provisions of this Sublease and the provisions
of the Master Lease, as incorporated herein, the express provisions of this Sublease shall prevail.


 


 



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19.Conditions Precedent: This
Sublease and Sublessor's and Sublessee's obligations hereunder are conditioned upon the written consent of Master Lessor. If Sublessor
fails to obtain Master Lessor's consent within thirty (30) days after execution of this Sublease by Sublessor, then Sublessor or
Sublessee may terminate this Sublease by giving the other party written notice thereof, and Sublessor shall return to Sublessee
its payment of the first month's Rent paid by Sublessee pursuant to Paragraph 4 hereof and the Security Deposit.


 


20.Authority to Execute: Sublessee
and Sublessor each represent and warrant to the other that each person executing this Sublease on behalf of each party is duly
authorized to execute and deliver this Sublease on behalf of that party.


 


21.Termination; Recapture: Notwithstanding
anything to the contrary herein, Sublessee acknowledges that, under the Master Lease, both Master Lessor and Sublessor have certain
termination and recapture rights, including, without limitation, in Sections 12, 13 and 14.6. Nothing herein shall prohibit Master
Lessor or Sublessor from exercising any such rights and neither Master Lessor nor Sublessor shall have any liability to Sublessee
as a result thereof. In the event Master Lessor or Sublessor exercise any such termination or recapture rights, this Sublease shall
terminate without any liability to Master Lessor or Sublessor.


 


22. Furniture, Fixtures and Equipment:
Sublessee shall have the right to use during the Term the office furnishings within the Subleased Premises which are identified
on Exhibit C attached hereto (the "Furniture") at no additional cost to Sublessee. The Furniture is provided in
its “AS IS, WHERE IS” condition, without representation or warranty whatsoever. Sublessee shall insure the Furniture
under the property insurance policy required under the Master Lease, as incorporated herein. Sublessee shall maintain the Furniture
in good condition and repair, reasonable wear and tear excepted, and shall be responsible for any loss or damage to the same occurring
during the Term. Sublessee shall surrender the Furniture to Sublessor upon the termination of this Sublease in the same condition
as exists as of the Commencement Date, reasonable wear and tear excepted. Sublessee shall not remove any of the Furniture from
the Subleased Premises.


 


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IN WITNESS WHEREOF, the parties have executed
this Sublease as of the day and year first above written.


 


SUBLESSEE:SUBLESSOR:


SOCIAL REALITY, INC.,TRUECAR, INC.,


a Delaware corporationa Delaware corporation


 





	SUBLESSEE:


	SUBLESSOR:
	SOCIAL REALITY, INC.,	TRUECAR, INC.,
	a Delaware corporation	a Delaware corporation
	 	 
	 	 
	 	 



 










 


 





	Address:	Address:
	479 N. Rodeo Dr., Suite 308	225 Santa Monica Blvd., 12th Floor
	Beverly Hills, CA 90210	Santa Monica, CA 90401
		Attn: General Counsel



 







 





 




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CONSENT TO SUBLEASE


 


 


 


Master Lessor hereby acknowledges receipt
of a copy of this Sublease, and consents to the terms and conditions of this Sublease. By this consent, Master Lessor shall not
be deemed in any way to have entered the Sublease or to have consented to any further assignment or sublease.


 


MASTER LESSOR:


 


 


Clock Tower, LLC,


a Delaware limited liability company


 


By:                                                           


 


Its:                                                                      


 


Dated:                                                              


 




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EXHIBIT A


 


 


MASTER LEASE


 


 


 


 


 


 


 


 


 


 


 


 


 


 




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EXHIBIT B


 


SUBLEASED PREMISES


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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EXHIBIT C


 


FURNITURE


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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