SOURCEFORGE,
      INC.

    2007
      EQUITY INCENTIVE PLAN

    STOCK
      OPTION 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 Stock
      Option Award Agreement (the “Award Agreement”). 

     

    I.              NOTICE
      OF STOCK OPTION GRANT

     

    Participant
      Name:

     

    Address:

     

    You
      have
      been granted an Option to purchase Common Stock of SourceForge, Inc. (the
“Company”), subject to the terms and conditions of the Plan and this Award
      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:

     

    Subject
      to any acceleration provisions contained in the Plan or set forth below, this
      Option may be exercised, in whole or in part, in accordance with the following
      schedule:

     

    [INSERT
      VESTING SCHEDULE]

     

    Termination
      Period:

     

    This
      Option will be exercisable for three (3) months after Participant ceases to
      be a
      Service Provider, unless such termination is due to Participant’s death or
      Disability, in which case this Option will be exercisable for twelve
      (12) months after Participant ceases to be Service Provider. Notwithstanding
      the
      foregoing, in no event may this Option be exercised after the Term/Expiration
      Date as provided above and may be subject to earlier termination as provided
      in
      Section 14(c) of the Plan. 

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

     

    By
      Participant’s signature and the signature of the Company's representative below,
      Participant and the Company agree that this Option is granted under and governed
      by the terms and conditions of the Plan and this Award Agreement, including
      the
      Terms and Conditions of Stock Option 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.

     

    
      
        	PARTICIPANT:	 	 	SOURCEFORGE,
                INC.
	 	 	 	 
	 	 	 	 
	
                
Signature	 	 	
                
By
	 	 	 	 
	
                
Print
                Name	 	 	
                
                  

                

                Title

              
	 	 	 	 
	Residence Address:	 	 	 
	 	 	 	 
	
                

              	 	 	 
	 	 	 	 
	
                

              	 	 	 



        
          
            
            

          

          
            -2-

            
              

            

          

          
            
            

          

        



    

    EXHIBIT
      A

     

    TERMS
      AND CONDITIONS OF STOCK OPTION GRANT

     

    1. Grant
      of Option. The Company hereby grants to the Participant named in the Notice
      of Grant attached as Part I of this Award Agreement (the “Participant”) 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 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. 

     

                        If
      designated in the Notice of Grant as an Incentive Stock Option (“ISO”), this
      Option is intended to qualify as an ISO under Section 422 of the Internal
      Revenue Code of 1986, as amended (the “Code”). However, if this Option is
      intended to be an ISO, to the extent that it exceeds the $100,000 rule of Code
      Section 422(d) it will be treated as a Nonstatutory Stock Option (“NSO”).


     

    2. Vesting
      Schedule. Except as provided in Section 3, the Option awarded by this Award
      Agreement will vest in accordance with the vesting provisions set forth in
      the
      Notice of Grant. Shares 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.

     

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

     

    4. Exercise
      of Option.

     

    (a) Right
      to Exercise.
      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 Award Agreement.

     

    (b) Method
      of Exercise.
      This
      Option is exercisable by delivery of an exercise notice, in the form attached
      as
Exhibit
      B
      (the
“Exercise Notice”) or
      in a manner and pursuant to such procedures as the Administrator may
      determine,
      which
      will 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 will be completed by Participant
      and
      delivered to the Company. The Exercise Notice will be accompanied by payment
      of
      the aggregate Exercise Price as to all Exercised Shares together with any
      applicable tax withholding. This Option will be deemed to be exercised upon
      receipt by the Company of such fully executed Exercise Notice accompanied by
      such aggregate Exercise Price.

     

    
      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

    

    


     

    5. Method
      of Payment. Payment of the aggregate Exercise Price will be by any of the
      following, or a combination thereof, at the election of Participant.


     

    (a) cash;
      

     

    (b) check;
      

     

    (c) consideration
      received by the Company under a formal cashless exercise program adopted by
      the
      Company in connection with the Plan;
      or

     

    (d) surrender
      of other Shares which have a Fair Market Value on the date of surrender equal
      to
      the aggregate Exercise Price of the Exercised Shares, provided that accepting
      such Shares, in the sole discretion of the Administrator, will not result in
      any
      adverse accounting consequences to the Company.

     

    6.Tax
      Obligations.

     

    (a) Withholding
      Taxes.
      Notwithstanding any contrary provision of this Award Agreement, no certificate
      representing the Shares will be issued to Participant, 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.
      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 of
      the
      Option exercise, Participant 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 Participant herein is an ISO, and if Participant sells or
      otherwise disposes of any of the Shares acquired pursuant to the ISO on or
      before the later of (i) the date two (2) years after the Grant Date, or (ii)
      the
      date one (1) year after the date of exercise, Participant will immediately
      notify the Company in writing of such disposition. Participant agrees that
      Participant may be subject to income tax withholding by the Company on the
      compensation income recognized by Participant. 

     

    (c) Code
      Section 409A.
      Under
      Code Section 409A, an option that vests after December 31, 2004 that was granted
      with a per Share exercise price that is determined by the Internal Revenue
      Service (the “IRS”) to be less than the Fair Market Value of a Share on the date
      of grant (a “Discount Option”) may be considered “deferred compensation.” A
      Discount Option may result in (i) income recognition by Participant prior to
      the
      exercise of the option, (ii) an additional twenty percent (20%) federal income
      tax, and (iii) potential penalty and interest charges. The Discount Option
      may
      also result in additional state income, penalty and interest charges to the
      Participant. Participant acknowledges that the Company cannot and has not
      guaranteed that the IRS will agree that the per Share exercise price of this
      Option equals or exceeds the Fair Market Value of a Share on the Date of Grant
      in a later examination. Participant agrees that if the IRS determines that
      the
      Option was granted with a per Share exercise price that was less than the Fair
      Market Value of a Share on the date of grant, Participant will be solely
      responsible for Participant’s costs related to such a determination;


     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    7. 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. 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. 

     

    8. No
      Guarantee of Continued Service. PARTICIPANT 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 (OR THE PARENT
      OR
      SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING
      HIRED, BEING GRANTED THE OPTION 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.

     

    9. 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. 

     

    10. 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 Participant only by Participant. 

     

    11. 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. 

     

    12. Additional
      Conditions to Issuance of Stock. If at any time the Company will determine,
      in its discretion, that the listing, registration or qualification of the Shares
      upon any securities exchange or under any state or federal law, or the consent
      or approval of any governmental regulatory authority is necessary or desirable
      as a condition to the issuance of Shares to Participant (or his or her estate),
      such issuance will not occur unless and until such listing, registration,
      qualification, consent or approval will have been effected or obtained free
      of
      any conditions not acceptable to the Company. The Company will make all
      reasonable efforts to meet the requirements of any such state or federal law
      or
      securities exchange and to obtain any such consent or approval of any such
      governmental authority. Assuming such compliance, for income tax purposes the
      Exercised Shares will be considered transferred to Participant on the date
      the
      Option is exercised with respect to such Exercised Shares.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    13. 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.

     

    14. 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 subject to the Option 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.

     

    15. Electronic
      Delivery. The Company may, in its sole discretion, decide to deliver any
      documents related to Options
      awarded
      under the Plan or future Options
      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.

     

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

     

    17. 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.

     

    18. 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 Code Section 409A or to otherwise avoid imposition of any additional
      tax or income recognition under Section 409A of the Code in connection to this
      Option.

     

    19. Amendment,
      Suspension or Termination of the Plan. By accepting this Award, Participant
      expressly warrants that he or she has received an Option 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.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    20. 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 Option 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 Option is made and/or
      to
      be performed.

     

    [Remainder
      of Page Intentionally Left Blank]

    



    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    



     

    EXHIBIT
      B

     

    SOURCEFORGE,
      INC.

    2007
      EQUITY INCENTIVE PLAN

    EXERCISE
      NOTICE

     

    SourceForge,
      Inc.

    650
      Castro Street, Suite 450

    Mountain
      View, CA 94041

    


    Attention:
      [_______]

    


     

    1. Exercise
      of Option.
      Effective as of today, ________________, _____, the undersigned (“Purchaser”)
      hereby elects to purchase ______________ shares (the “Shares”) of the Common
      Stock of SourceForge, Inc. (the “Company”) under and pursuant to the 2007 Equity
      Incentive Plan (the “Plan”) and the Stock Option Award Agreement dated ________
      (the “Award Agreement”). The purchase price for the Shares will be
      $_____________, as required by the Award Agreement.

     

    2. Delivery
      of Payment.
      Purchaser herewith delivers to the Company the full purchase price of the Shares
      and any required tax withholding to be paid in connection with the exercise
      of
      the Option.

     

    3. Representations
      of Purchaser.
      Purchaser acknowledges that Purchaser has received, read and understood the
      Plan
      and the Award Agreement and agrees to abide by and be bound by their terms
      and
      conditions.

     

    4. Rights
      as Stockholder.
      Until
      the issuance (as evidenced by the appropriate entry on the books of the Company
      or of a duly authorized transfer agent of the Company) of the Shares, no right
      to vote or receive dividends or any other rights as a stockholder will exist
      with respect to the Shares subject to the Option, notwithstanding the exercise
      of the Option. The Shares so acquired will be issued to Participant as soon
      as
      practicable after exercise of the Option. No adjustment will be made for a
      dividend or other right for which the record date is prior to the date of
      issuance, except as provided in Section 14 of the Plan.

     

    5. Tax
      Consultation.
      Purchaser understands that Purchaser may suffer adverse tax consequences as
      a
      result of Purchaser’s purchase or disposition of the Shares. Purchaser
      represents that Purchaser has consulted with any tax consultants Purchaser
      deems
      advisable in connection with the purchase or disposition of the Shares and
      that
      Purchaser is not relying on the Company for any tax advice.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    6. Entire
      Agreement; Governing Law.
      The
      Plan and Award Agreement are incorporated herein by reference. This Exercise
      Notice, the Plan and the Award 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 Purchaser
      with
      respect to the subject matter hereof, and may not be modified adversely to
      the
      Purchaser’s interest except by means of a writing signed by the Company and
      Purchaser. This agreement is governed by the internal substantive laws, but
      not
      the choice of law rules, of the State of California.

     

    
      
        
          	Submitted by:	 	 	Accepted by:
	 	 	 	 
	PURCHASER	 	 	SOURCEFORGE, INC.
	 	 	 	 
	 	 	 	 
	
                  
Signature	 	 	
                  
By
	 	 	 	 
	
                  
Print
                  Name	 	 	
                  
                    

                  

                  Title

                
	 	 	 	 
	Address:	 	 	 
	 	 	 	 
	
                  

                	 	 	 
	 	 	 	 
	
                  

                	 	 	 
	 	 	 	 
	 	 	 	
                  
                    

                  

                  Date
                    Received

                


        

      

    

    
      
        
          
          

        

        
          -2-