SOURCEFORGE,
      INC.

    2007
      EQUITY INCENTIVE PLAN

    RESTRICTED
      STOCK AWARD AGREEMENT

     

    Unless
      otherwise defined herein, the terms defined in the SourceForge, Inc. 2007 Equity
      Incentive Plan (the “Plan”) will have the same defined meanings in this
      Restricted Stock Award Agreement (the “Award Agreement”).

     

    I.              NOTICE
      OF RESTRICTED STOCK GRANT

     

    Participant
      Name:     

     

    Address:    

     

    You
      have
      been granted the right to receive an Award of Restricted Stock, subject to
      the
      terms and conditions of the Plan and this Award Agreement, as
      follows:

    
       

      
        	
              	Grant Number   	____________________


      

    

     

    
      
        
          	
                	Date of
                  Grant    	____________________


        

      

      
        
           

          
            	
                  	Vesting
                    Commencement
                    Date   	____________________


          

        

        
          
             

            
              	
                    	Total
                      Number of Shares
                      Granted   	____________________


            

          

              

        

      

    

    Vesting
      Schedule:

     

    Subject
      to any acceleration provisions contained in the Plan or set forth below, the
      Restricted Stock will vest and the Company’s right to reacquire the Restricted
      Stock will lapse in accordance with the following schedule:

     

    [INSERT
      VESTING SCHEDULE]

     

    By
      Participant’s signature and the signature of the representative of SourceForge,
      Inc. (the “Company”) below, Participant and the Company agree that this Award of
      Restricted Stock is granted under and governed by the terms and conditions
      of
      the Plan and this Award Agreement, including the Terms and Conditions of
      Restricted Stock Grant, attached hereto as Exhibit
      A,
      all of
      which are made a part of this document. Participant has reviewed the Plan and
      this Award Agreement in their entirety, has had an opportunity to obtain the
      advice of counsel prior to executing this Award Agreement and fully understands
      all provisions of the Plan and Award Agreement. Participant hereby agrees to
      accept as binding, conclusive and final all decisions or interpretations of
      the
      Administrator upon any questions relating to the Plan and Award Agreement.
      Participant further agrees to notify the Company upon any change in the
      residence address indicated below.

     

    
      
        
        

      

      
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        	PARTICIPANT:	 	 	SOURCEFORGE,
                INC.
	 	 	 	 
	
              	 	 	
              
	
                
Signature	 	 	
                
By
	 	 	 	 
	
                
Print
                Name	 	 	
                
                  

                

                Title

              
	 	 	 	 
	Residence Address:	 	 	 
	 	 	 	 
	
                

              	 	 	 
	 	 	 	 
	
                

              	 	 	 


      

    

    



    
      
        
        

      

      
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    EXHIBIT
      A

     

    TERMS
      AND CONDITIONS OF RESTRICTED STOCK GRANT

     

    1. Grant
      of Restricted Stock.
      The
      Company hereby grants to the individual named in the Notice of Grant attached
      as
      Part I of this Award Agreement (the “Participant”) under the Plan for past
      services and as a separate incentive in connection with his or her services
      and
      not in lieu of any salary or other compensation for his or her services, an
      Award of Shares of Restricted Stock, subject to all of the terms and conditions
      in this Award Agreement and the Plan, which is incorporated herein by reference.
      Subject to Section 19(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 Award
      Agreement, the terms and conditions of the Plan will prevail.

     

    2. Escrow
      of Shares.

     

    (a) All
      Shares of Restricted Stock will, upon execution of this Award Agreement, be
      delivered and deposited with an escrow holder designated by the Company (the
      “Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow
      Holder until such time as the Shares of Restricted Stock vest or the date
      Participant ceases to be a Service Provider. 

     

    (b) The
      Escrow Holder will not be liable for any act it may do or omit to do with
      respect to holding the Shares of Restricted Stock in escrow while acting in
      good
      faith and in the exercise of its judgment.

     

    (c) Upon
      Participant’s termination as a Service Provider for any reason, the Escrow
      Holder, upon receipt of written notice of such termination, will take all steps
      necessary to accomplish the transfer of the unvested Shares of Restricted Stock
      to the Company. Participant hereby appoints the Escrow Holder with full power
      of
      substitution, as Participant's true and lawful attorney-in-fact with irrevocable
      power and authority in the name and on behalf of Participant to take any action
      and execute all documents and instruments, including, without limitation, stock
      powers which may be necessary to transfer the certificate or certificates
      evidencing such unvested Shares of Restricted Stock to the Company upon such
      termination. 

     

    (d) The
      Escrow Holder will take all steps necessary to accomplish the transfer of Shares
      of Restricted Stock to Participant after they vest following Participant’s
      request that the Escrow Holder do so.

     

    (e) Subject
      to the terms hereof, Participant will have all the rights of a stockholder
      with
      respect to the Shares while they are held in escrow, including without
      limitation, the right to vote the Shares and to receive any cash dividends
      declared thereon.

     

    
      
        
        

      

      
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    (f) In
      the
      event of any dividend
      or other distribution (whether in the form of cash, Shares, other securities,
      or
      other property), recapitalization, stock split, reverse stock split,
      reorganization, merger, consolidation, split-up, spin-off, combination,
      repurchase, or exchange of Shares or other securities of the Company, or other
      change in the corporate structure of the Company affecting the
      Shares,
      the
      Shares of Restricted Stock will be increased, reduced or otherwise changed,
      and
      by virtue of any such change Participant will in his or her capacity as owner
      of
      unvested Shares of Restricted Stock be entitled to new or additional or
      different shares of stock, cash or securities (other than rights or warrants
      to
      purchase securities); such new or additional or different shares, cash or
      securities will thereupon be considered to be unvested Shares of Restricted
      Stock and will be subject to all of the conditions and restrictions which were
      applicable to the unvested Shares of Restricted Stock pursuant to this Award
      Agreement. If Participant receives rights or warrants with respect to any
      unvested Shares of Restricted Stock, such rights or warrants may be held or
      exercised by Participant, provided that until such exercise any such rights
      or
      warrants and after such exercise any shares or other securities acquired by
      the
      exercise of such rights or warrants will be considered to be unvested Shares
      of
      Restricted Stock and will be subject to all of the conditions and restrictions
      which were applicable to the unvested Shares of Restricted Stock pursuant to
      this Award Agreement. The Administrator in its absolute discretion at any time
      may accelerate the vesting of all or any portion of such new or additional
      shares of stock, cash or securities, rights or warrants to purchase securities
      or shares or other securities acquired by the exercise of such rights or
      warrants.

     

    (g) The
      Company may instruct the transfer agent for its Common Stock to place a legend
      on the certificates representing the Restricted Stock or otherwise note its
      records as to the restrictions on transfer set forth in this Award
      Agreement.

     

    3. Vesting
      Schedule.
      Except
      as provided in Section 4, and subject to Section 5, the Shares of Restricted
      Stock awarded by this Award Agreement will vest in accordance with the vesting
      provisions set forth in the Notice of Grant attached as Part I of this Award
      Agreement. Shares of Restricted Stock scheduled to vest on a certain date or
      upon the occurrence of a certain condition will not vest in Participant in
      accordance with any of the provisions of this Award Agreement, unless
      Participant will have been continuously a Service Provider from the Date of
      Grant until the date such vesting occurs. 

     

    4. Administrator
      Discretion.
      The
      Administrator, in its discretion, may accelerate the vesting of the balance,
      or
      some lesser portion of the balance, of the unvested Restricted Stock at any
      time, subject to the terms of the Plan. If so accelerated, such Restricted
      Stock
      will be considered as having vested as of the date specified by the
      Administrator.

     

    5. Forfeiture
      upon Termination of Status as a Service Provider.
      Notwithstanding any contrary provision of this Award Agreement, the balance
      of
      the Shares of Restricted Stock that have not vested at the time of Participant’s
      termination as a Service Provider for any reason will be forfeited and
      automatically transferred to and reacquired by the Company at no cost to the
      Company upon the date of such termination and Participant will have no further
      rights thereunder. Participant will not be entitled to a refund of the price
      paid for the Shares of Restricted Stock, if any, returned to the Company
      pursuant to this Section 5. Participant hereby appoints the Escrow Agent with
      full power of substitution, as Participant’s true and lawful attorney-in-fact
      with irrevocable power and authority in the name and on behalf of Participant
      to
      take any action and execute all documents and instruments, including, without
      limitation, stock powers which may be necessary to transfer the certificate
      or
      certificates evidencing such unvested Shares to the Company upon such
      termination of service.

     

    6. Death
      of Participant.
      Any
      distribution or delivery to be made to Participant under this Award
      Agreement
      will, if Participant is then deceased, be made to Participant’s designated
      beneficiary, or if no beneficiary survives Participant, the administrator or
      executor of Participant’s estate. Any such transferee must furnish the Company
      with (a) written notice of his or her status as transferee, and
      (b) evidence satisfactory to the Company to establish the validity of the
      transfer and compliance with any laws or regulations pertaining to said
      transfer.

     

    
      
        
        

      

      
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    7. Withholding
      of Taxes.
      Notwithstanding any contrary provision of this Award
      Agreement,
      no certificate representing the Shares of Restricted Stock may be released
      from
      the escrow established pursuant to Section 5, unless and until satisfactory
      arrangements (as determined by the Administrator) will have been made by
      Participant with respect to the payment of income, employment and other taxes
      which the Company determines must be withheld with respect to such Shares.
      The
      Administrator, in its sole discretion and pursuant to such procedures as it
      may
      specify from time to time, may permit Participant to satisfy such tax
      withholding obligation, in whole or in part (without limitation) by
      (a) paying cash, (b) electing to have the Company withhold otherwise
      deliverable Shares having a Fair Market Value equal to the minimum amount
      required to be withheld, (c) delivering to the Company already vested and
      owned Shares having a Fair Market Value equal to the amount required to be
      withheld, or (d) selling a sufficient number of such Shares otherwise
      deliverable to Participant through such means as the Company may determine
      in
      its sole discretion (whether through a broker or otherwise) equal to the amount
      required to be withheld. To the extent determined appropriate by the Company
      in
      its discretion, it will have the right (but not the obligation) to satisfy
      any
      tax withholding obligations by reducing the number of Shares otherwise
      deliverable to Participant. If
      Participant fails to make satisfactory arrangements for the payment of any
      required tax withholding obligations hereunder at the time any applicable Shares
      otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will
      permanently forfeit such Shares and the Shares will be returned to the Company
      at no cost to the Company. 

     

    8. Rights
      as Stockholder.
      Neither
      Participant nor any person claiming under or through Participant will have
      any
      of the rights or privileges of a stockholder of the Company in respect of any
      Shares deliverable hereunder unless and until certificates representing such
      Shares will have been issued, recorded on the records of the Company or its
      transfer agents or registrars, and delivered to Participant or the Escrow Agent.
      Except as provided in Section 2(f), after such issuance, recordation and
      delivery, Participant will have all the rights of a stockholder of the Company
      with respect to voting such Shares and receipt of dividends and distributions
      on
      such Shares.

     

    9. No
      Guarantee of Continued Service.
      PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE SHARES OF RESTRICTED
      STOCK PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING
      AS A
      SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY
      EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED,
      BEING GRANTED THIS RESTRICTED STOCK OR ACQUIRING SHARES HEREUNDER. PARTICIPANT
      FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD 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 WILL NOT
      INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR
      THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE
      PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT
      CAUSE.

     

    
      
        
        

      

      
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    10. Address
      for Notices.
      Any
      notice to be given to the Company under the terms of this Award Agreement will
      be addressed to the Company, in care of its Legal Services at SourceForge,
      Inc.,
      650 Castro Street, Suite 450, Mountain View, California, 94041, or at such
      other
      address as the Company may hereafter designate in writing.

     

    11. Grant
      is Not Transferable.
      Except
      to the limited extent provided in Section 6, the unvested Shares subject to
      this
      grant and the rights and privileges conferred hereby will not be transferred,
      assigned, pledged or hypothecated in any way (whether by operation of law or
      otherwise) and will not be subject to sale under execution, attachment or
      similar process. Upon any attempt to transfer, assign, pledge, hypothecate
      or
      otherwise dispose of any unvested Shares of Restricted Stock subject to this
      grant, or any right or privilege conferred hereby, or upon any attempted sale
      under any execution, attachment or similar process, this grant and the rights
      and privileges conferred hereby immediately will become null and
      void.

     

    12. Binding
      Agreement.
      Subject
      to the limitation on the transferability of this grant contained herein, this
      Award Agreement will be binding upon and inure to the benefit of the heirs,
      legatees, legal representatives, successors and assigns of the parties
      hereto.

     

    13. Additional
      Conditions to Release from Escrow.
      The
      Company will not be required to issue any certificate or certificates for Shares
      hereunder or release such Shares from the escrow established pursuant to Section
      2 prior to fulfillment of all the following conditions: (a) the admission
      of such Shares to listing on all stock exchanges on which such class of stock
      is
      then listed; (b) the completion of any registration or other qualification
      of such Shares under any state or federal law or under the rulings or
      regulations of the Securities and Exchange Commission or any other governmental
      regulatory body, which the Administrator will, in its absolute discretion,
      deem
      necessary or advisable; (c) the obtaining of any approval or other
      clearance from any state or federal governmental agency, which the Administrator
      will, in its absolute discretion, determine to be necessary or advisable; and
      (d) the lapse of such reasonable period of time following the date of grant
      of the Restricted Stock as the Administrator may establish from time to time
      for
      reasons of administrative convenience. 

     

    14. Plan
      Governs.
      This
      Award Agreement is subject to all terms and provisions of the Plan. In the
      event
      of a conflict between one or more provisions of this Award Agreement and one
      or
      more provisions of the Plan, the provisions of the Plan will govern. Capitalized
      terms used and not defined in this Award Agreement will have the meaning set
      forth in the Plan.

     

    15. Administrator
      Authority.
      The
      Administrator will have the power to interpret the Plan and this Award Agreement
      and to adopt such rules for the administration, interpretation and application
      of the Plan as are consistent therewith and to interpret or revoke any such
      rules (including, but not limited to, the determination of whether or not any
      Shares of Restricted Stock have vested). All actions taken and all
      interpretations and determinations made by the Administrator in good faith
      will
      be final and binding upon Participant, the Company and all other interested
      persons. No member of the Administrator will be personally liable for any
      action, determination or interpretation made in good faith with respect to
      the
      Plan or this Award Agreement.

     

    
      
        
        

      

      
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    16. Electronic
      Delivery.
      The
      Company may, in its sole discretion, decide to deliver any documents related
      to
      the Shares of Restricted
      Stock awarded
      under the Plan or future Restricted
      Stock that
      may
      be awarded under the Plan by electronic means or request Participant’s consent
      to participate in the Plan by electronic means. Participant hereby consents
      to
      receive such documents by electronic delivery and agrees to participate in
      the
      Plan through any on-line or electronic system established and maintained by
      the
      Company or another third party designated by the Company.

     

    17. Captions.
      Captions provided herein are for convenience only and are not to serve as a
      basis for interpretation or construction of this Award Agreement.

     

    18. Agreement
      Severable.
      In the
      event that any provision in this Award Agreement will be held invalid or
      unenforceable, such provision will be severable from, and such invalidity or
      unenforceability will not be construed to have any effect on, the remaining
      provisions of this Award Agreement.

     

    19. Modifications
      to the Agreement.
      This
      Award Agreement constitutes the entire understanding of the parties on the
      subjects covered. Participant expressly warrants that he or she is not accepting
      this Award Agreement in reliance on any promises, representations, or
      inducements other than those contained herein. Modifications to this Award
      Agreement or the Plan can be made only in an express written contract executed
      by a duly authorized officer of the Company. Notwithstanding anything to the
      contrary in the Plan or this Award Agreement, the Company reserves the right
      to
      revise this Award Agreement as it deems necessary or advisable, in its sole
      discretion and without the consent of Participant, to comply with Section 409A
      of the Internal Revenue Code of 1986, as amended (the “Code”) or to otherwise
      avoid imposition of any additional tax or income recognition under Section
      409A
      of the Code in connection to this Award of Restricted Stock.

     

    20. Amendment,
      Suspension or Termination of the Plan.
      By
      accepting this Award, Participant expressly warrants that he or she has received
      an Award of Restricted Stock under the Plan, and has received, read and
      understood a description of the Plan. Participant understands that the Plan
      is
      discretionary in nature and may be amended, suspended or terminated by the
      Company at any time.

     

    21. Governing
      Law.
      This
      Award Agreement will be governed by the laws of the State of California, without
      giving effect to the conflict of law principles thereof. For purposes of
      litigating any dispute that arises under this Award of Restricted
      Stock or
      this
      Award Agreement, the parties hereby submit to and consent to the jurisdiction
      of
      the State of California,
      and
      agree that such litigation will be conducted in the courts of Santa Clara
      County, California,
      or the
      federal courts for the United States for the Northern District of California,
      and no other courts, where this Award of Restricted Stock is made and/or to
      be
      performed. 

     

    
      
        
        

      

      
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