SOCIAL REALITY


2012 EQUITY COMPENSATION PLAN


STOCK OPTION AGREEMENT


 


Unless otherwise defined herein, the terms
defined in the Social Reality, Inc. (“Company”) 2012 Equity Compensation Plan, as amended (“Plan”) shall
have the same defined meanings in this Stock Option Agreement.


 


I.    NOTICE OF STOCK OPTION GRANT


 


[Optionee’s Name and Address]


 


You have been granted an option to purchase Common Stock of the
Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows:


 


	 	Grant Number	 	 
	 	 	 
	 	Date of Grant	 	 
	 	 	 
	 	Vesting Commencement Date	 	 
	 	 	 
	 	Exercise Price per Share	 	 
	 	 	 
	 	Total Number of Shares Granted	 	 
	 	 	 
	 	Total Exercise Price	 	 
	 	 	 
	 	Type of Option:	 	_____ Incentive Stock Option
	 	 	 
	 	 	 	_____ Nonstatutory Stock Option
	 	 	 
	 	Term/Expiration Date:	 	 


 


Vesting Schedule:


 


This Option shall be exercisable, in whole or in part, in accordance
with the following vesting schedule:


 


[__________________________]


  


Termination Period:


 


This Option may be exercised for [_______]
months after Optionee ceases to be a Service Provider. Upon the death or Disability of the Optionee, this Option may be exercised
for [______] months after Optionee ceases to be a Service Provider. In no event shall this Option be exercised later than the Term/Expiration
Date as provided above.


 


II.    AGREEMENT


 


A.
    Grant of Option.


 


The Plan Administrator of
the Company hereby grants to the Optionee named in the Notice of Grant attached as Part I of this Agreement (the “Optionee”)
an option (the “Option”) to purchase the number of Shares, as set forth in the Notice of Grant, at the exercise price
per share set forth in the Notice of Grant (the “Exercise Price”), subject to the terms and conditions of the Plan,
which is incorporated herein by reference. Subject to Section 18(c) of the Plan, in the event of a conflict between the terms and
conditions of the Plan and the terms and conditions of this Option Agreement, the terms and conditions of the Plan shall prevail.


 



    	 



    	 



    

 


If designated in the Notice of Grant as an
Incentive Stock Option (“ISO”), this Option is intended to qualify as an Incentive Stock Option under Section 422 of
the Code. However, if this Option is intended to be an Incentive Stock Option, to the extent that it exceeds the $100,000 rule
of Code Section 422(d) it shall be treated as a Nonstatutory Stock Option (“NSO”).


 


B.
    Exercise of Option.


 


(a)     Right
to Exercise. This Option is exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Grant
and the applicable provisions of the Plan and this Option Agreement.


 


(b)
     Method of Exercise. This Option is exercisable
by delivery of an exercise notice (the “Exercise Notice”), which shall state the election to exercise the Option, the
number of Shares in respect of which the Option is being exercised (the “Exercised Shares”), and such other representations
and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise Notice shall be completed
by the Optionee and delivered to the Stock Administration Team of the Company. The Exercise Notice shall be accompanied by payment
of the aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed to be exercised upon receipt by the Company
of such fully executed Exercise Notice accompanied by such aggregate Exercise Price.


 


No Shares shall be issued
pursuant to the exercise of this Option unless such issuance and exercise complies with Applicable Laws. Assuming such compliance,
for income tax purposes the Exercised Shares shall be considered transferred to the Optionee on the date the Option is exercised
with respect to such Exercised Shares.


 


Method of Payment.


 


Payment of the aggregate
Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee:


 


1.
          cash;
or


 


2.
          check;
or


 


3.
         consideration
received by the Company under a formal cashless exercise program implemented by the Company in connection with the Plan; or


 


4.
          to
the extent permitted by the Administrator, delivery of a properly executed exercise notice together with such other documentation
as the Administrator and the broker, if applicable, shall require to effect an exercise of the Option and delivery to the Company
of the sale proceeds required to pay the Exercise Price.


 


C.
    Non-Transferability of Option.


 


This Option may not be
transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime
of Optionee only by the Optionee. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators,
heirs, successors and assigns of the Optionee.


 


D.
    Term of Option.


 


This Option may be exercised
only within the term set out in the Notice of Grant, and may be exercised during such term only in accordance with the Plan and
the terms of this Option Agreement.


 



    	 



    	 



    

 


E.
    Tax Obligations.


 


(a)
     Withholding Taxes. Optionee agrees to make appropriate
arrangements with the Company (or the Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Federal,
state, local and foreign income and employment tax withholding requirements applicable to the Option exercise. Optionee acknowledges
and agrees that the Company may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered
at the time of exercise.


 


(b)
     Notice of Disqualifying Disposition of ISO Shares.
If the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant
to the ISO on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year after the date of
exercise, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be
subject to income tax withholding by the Company on the compensation income recognized by the Optionee.


 


F.
    Entire Agreement; Governing Law.


 


The Plan is incorporated
herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to
the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed
by the Company and Optionee. This agreement is governed by the internal substantive laws, but not the choice of law rules, of California.


 


G.     NO
GUARANTEE OF CONTINUED SERVICE.


 


OPTIONEE ACKNOWLEDGES
AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER
AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER). OPTIONEE
FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH
HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR
ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S
RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.


 


By your signature
and the signature of the Company’s representative below, you and the Company agree that this Option is granted under and
governed by the terms and conditions of the Plan and this Option Agreement. Optionee has reviewed the Plan and this Option Agreement
in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understands
all provisions of the Plan and Option Agreement. Optionee hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Administrator upon any questions relating to the Plan and Option Agreement. Optionee further agrees to
notify the Company upon any change in the residence address indicated below.


 


	OPTIONEE: 	 	SOCIAL REALITY, INC.