SOURCEFORGE,
      INC.

    2007
      EQUITY INCENTIVE PLAN

    RESTRICTED
      STOCK UNIT 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 Unit Award Agreement (the “Award Agreement”).

     

    I.              NOTICE
      OF RESTRICTED STOCK UNIT GRANT

     

    Participant
      Name:     

     

    Address:    

     

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

    
       

      
        	
              	Grant Number    	____________________


      

    

    
      
         

        
          	
                	Date of
                  Grant    	____________________


        

      

      
        
           

          
            	
                  	Vesting
                    Commencement
                    Date   	____________________


          

        

        
          
             

            
              	
                    	Number
                      of Restricted
                      Stock Units 	____________________


            

          

        

      

    

     

    Vesting
      Schedule:

    


    Subject
      to any acceleration provisions contained in the Plan or set forth below, the
      Restricted Stock Unit will vest in accordance with the following
      schedule:

     

    [INSERT
      VESTING SCHEDULE.]

     

    In
      the
      event Participant ceases to be a Service Provider for any or no reason before
      Participant vests in the Restricted Stock Unit, the Restricted Stock Unit and
      Participant’s right to acquire any Shares hereunder will immediately
      terminate.

    


    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 Units 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 Unit 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:	 	 	 
	 	 	 	 
	
                

              	 	 	 
	 	 	 	 
	
                

              	 	 	 


      

       

    

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    TERMS
      AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT

     

    1. Grant.
      The
      Company hereby grants to the Participant named in the Notice of
      Grant attached
      as Part I of this Award Agreement
      (the “Participant”) under the Plan an Award of Restricted Stock Units, 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. Company’s
      Obligation to Pay.
      Each
      Restricted Stock Unit represents the right to receive a Share on the date it
      vests. Unless and until the Restricted Stock Units will have vested in the
      manner set forth in Section 3, Participant will have no right to payment of
      any such Restricted Stock Units. Prior to actual payment of any vested
      Restricted Stock Units, such Restricted Stock Unit will represent an unsecured
      obligation of the Company, payable (if at all) only from the general assets
      of
      the Company. Any Restricted Stock Units that vest in accordance with Sections
      3
      or 4 will be paid to Participant (or in the event of Participant’s death, to his
      or her estate) in whole Shares, subject to Participant satisfying any applicable
      tax withholding obligations as set forth in Section 7. Subject to the provisions
      of Section 4, such vested Restricted Stock Units will be paid in Shares
as
      soon
      as practicable after vesting, but in each such case within the period ending
      no
      later than the date that is two and one-half (21⁄2) months from the end of the
      Company’s tax year that includes the vesting date.

     

    3. Vesting
      Schedule.
      Except
      as provided in Section 4, and subject to Section 5, the Restricted Stock Units
      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. Restricted Stock Units 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 Units
      at
      any time, subject to the terms of the Plan. If so accelerated, such Restricted
      Stock Units will be considered as having vested as of the date specified by
      the
      Administrator.

     

    Notwithstanding
      anything in the Plan or this Award Agreement to the contrary, if the
vesting
      of the balance, or some lesser portion of the balance, of the Restricted Stock
      Units is accelerated in connection with Participant’s termination as
      a Service Provider (provided
      that such termination is a “separation from service” within the meaning of
      Section 409A, as determined by the Company),
      other
      than due to death,
      and
      if
      (x) Participant is a “specified employee” within the meaning of Section 409A at
      the time of such termination as a Service Provider and (y) the payment of such
      accelerated Restricted Stock Units will result in the imposition of additional
      tax under Section 409A if paid to Participant on or within the six (6) month
      period following Participant’s termination as a Service Provider, then the
      payment of such accelerated Restricted Stock Units will not be made until the
      date six (6) months and one (1) day following the date of Participant’s
      termination as a Service Provider,
      unless the Participant dies following his or her termination as a Service
      Provider, in which case, the Restricted Stock Units will be paid in Shares
      to
      the Participant’s estate as soon as practicable following his or her
      death.
       It
      is the
      intent of this Award
      Agreement
      to comply with the requirements of Section 409A
      so that none of the Restricted Stock Units provided under this Award Agreement
      or Shares issuable thereunder will be subject to the additional tax imposed
      under Section 409A,
      and any
      ambiguities herein will be interpreted to so comply.
      For
      purposes of this Award
      Agreement,
      “Section 409A” means Section 409A of the Code, and any
      proposed, temporary or final Treasury Regulations and Internal Revenue Service
      guidance thereunder,
      as each
      may be amended from time to time.

     

    
      
        
        

      

      
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    5. Forfeiture
      upon Termination of Status as a Service Provider.
      Notwithstanding any contrary provision of this Award Agreement, the balance
      of
      the Restricted Stock Units that have not vested as of the time of Participant’s
      termination as a Service Provider for any or no reason and Participant’s right
      to acquire any Shares hereunder will immediately terminate.

     

    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.

     

    7. Withholding
      of 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. 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
      Restricted Stock Units otherwise are scheduled to vest pursuant to Sections
      3 or
      4, Participant will permanently forfeit such Restricted Stock Units and any
      right to receive Shares thereunder and the Restricted Stock Units 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. 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.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    9. No
      Guarantee of Continued Service.
      PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE RESTRICTED STOCK
      UNITS 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 AWARD OF RESTRICTED STOCK UNITS 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.

     

    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, 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 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 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. Where
      the Company determines that the delivery of the payment of any Shares will
      violate federal securities laws or other applicable laws, the Company will
      defer
      delivery until the earliest date at which the Company reasonably anticipates
      that the delivery of Shares will no longer cause such violation. 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. 

     

    
      
        
        

      

      
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    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
      Restricted Stock Units 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.

     

    16. Electronic
      Delivery.
      The
      Company may, in its sole discretion, decide to deliver any documents related
      to
Restricted
      Stock Units
      awarded
      under the Plan or future Restricted
      Stock Units
      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 or to otherwise avoid imposition of
      any
      additional tax or income recognition under Section 409A in connection to this
      Award of Restricted Stock Units.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    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 Units 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 Units
      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 Units is made and/or
      to be performed. 

     

    
      
        
        

      

      
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