EX-10.2



 Exhibit 10.2 

ZOOSK, INC. 
 2007
STOCK PLAN 
 (as amended on February 13, 2014) 

1.        Purposes of the Plan. The purposes of this Zoosk, Inc., 2007
Stock Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants, and to promote the success of the Company’s business. Options granted
under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant of an Option and subject to the applicable provisions of Section 422 of the Code and the regulations
promulgated thereunder. Restricted Stock may also be granted under the Plan. 

2.        Definitions. As used herein, the following definitions shall
apply: 
 (a)        “Administrator” means the Board or a
Committee. 
 (b)        “Affiliate” means an entity other
than a Subsidiary which, together with the Company, is under common control of a third person or entity. 

(c)        “Applicable Laws” means all applicable laws, rules,
regulations and requirements, including, but not limited to, all applicable U.S. federal or state laws, any Stock Exchange rules or regulations, and the applicable laws, rules or regulations of any other country or jurisdiction where Options or
Restricted Stock are granted under the Plan or Participants reside or provide services, as such laws, rules, and regulations shall be in effect from time to time. 

(d)        “Award” means any award of an Option or Restricted
Stock under the Plan. 
 (e)        “Board” means the Board
of Directors of the Company. 
 (f)        “California
Participant” means a Participant whose Award is issued in reliance on Section 25102(o) of the California Corporations Code. 

(g)        “Cashless Exercise” means a program approved by the
Administrator in which payment of the Option exercise price or tax withholding obligations may be satisfied, in whole or in part, with Shares subject to the Option, including by delivery of an irrevocable direction to a securities broker (on a form
prescribed by the Administrator) to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate exercise price and, if applicable, the amount necessary to satisfy the Company’s withholding obligations.


  
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 (h)       “Cause” for
termination of a Participant’s Continuous Service Status will exist (unless another definition is provided in an applicable Option Agreement, Restricted Stock Purchase Agreement, employment agreement or other applicable written agreement) if
the Participant’s Continuous Service Status is terminated for any of the following reasons: (i) Participant’s willful failure to perform his or her duties and responsibilities to the Company or Participant’s violation of any
written Company policy; (ii) Participant’s commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably expected to result in injury to the Company; (iii) Participant’s
unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom the Participant owes an obligation of nondisclosure as a result of his or her relationship with the Company; or
(iv) Participant’s material breach of any of his or her obligations under any written agreement or covenant with the Company. The determination as to whether a Participant’s Continuous Service Status has been terminated for Cause
shall be made in good faith by the Company and shall be final and binding on the Participant. The foregoing definition does not in any way limit the Company’s ability to terminate a Participant’s employment or consulting relationship at
any time, and the term “Company” will be interpreted to include any Subsidiary, Parent, Affiliate, or any successor thereto, if appropriate. 

(i)         “Code” means the Internal Revenue Code of
1986, as amended. 
 (j)         “Committee” means one
or more committees or subcommittees of the Board consisting of two (2) or more Directors (or such lesser or greater number of Directors as shall constitute the minimum number permitted by Applicable Laws to establish a committee or
sub-committee of the Board) appointed by the Board to administer the Plan in accordance with Section 4 below. 

(k)        “Common Stock” means the Company’s common
stock, par value $0.0001 per share, as adjusted in accordance with Section 14 below. 

(l)         “Company” means Zoosk, Inc., a Delaware
corporation. 
 (m)       “Consultant” means any person,
including an advisor but not an Employee, who is engaged by the Company, or any Parent, Subsidiary or Affiliate, to render services (other than capital-raising services) and is compensated for such services, and any Director whether compensated for
such services or not. 
 (n)        “Continuous Service
Status” means the absence of any interruption or termination of service as an Employee or Consultant. Continuous Service Status as an Employee or Consultant shall not be considered interrupted or terminated in the case of:
(i) Company approved sick leave; (ii) military leave; (iii) any other bona fide leave of absence approved by the Administrator, provided that such leave is for a period of not more than ninety (90) days, unless reemployment upon
the expiration of such leave is guaranteed by contract or statute, or unless provided otherwise pursuant to a written Company policy. Also, Continuous Service Status as an Employee or Consultant shall not be considered interrupted or terminated in
the case of a transfer between locations of 

  
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the Company or between the Company, its Parents, Subsidiaries or Affiliates, or their respective successors, or a change in status from an Employee to a Consultant or from a Consultant to an
Employee. 
 (o)        “Director” means a member of the
Board. 
 (p)        “Disability” means
“disability” within the meaning of Section 22(e)(3) of the Code. 

(q)        “Employee” means any person employed by the
Company, or any Parent, Subsidiary or Affiliate, with the status of employment determined pursuant to such factors as are deemed appropriate by the Administrator in its sole discretion, subject to any requirements of the Applicable Laws, including
the Code. The payment by the Company of a director’s fee shall not be sufficient to constitute “employment” of such director by the Company or any Parent, Subsidiary or Affiliate. 

(r)        “Exchange Act” means the Securities Exchange Act of
1934, as amended. 
 (s)        “Fair Market Value” means,
as of any date, the per share fair market value of the Common Stock, as determined by the Administrator in good faith on such basis as it deems appropriate and applied consistently with respect to Participants. Whenever possible, the determination
of Fair Market Value shall be based upon the per share closing price for the Shares as reported in the Wall Street Journal for the applicable date. 

(t)        “Family Members” means any child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships) of the Optionee, any person
sharing the Optionee’s household (other than a tenant or employee), a trust in which these persons (or the Optionee) have more than 50% of the beneficial interest, a foundation in which these persons (or the Optionee) control the management of
assets, and any other entity in which these persons (or the Optionee) own more than 50% of the voting interests. 

(u)        “Incentive Stock Option” means an Option intended
to qualify as an incentive stock option within the meaning of Section 422 of the Code, as designated in the applicable Option Agreement. 

(v)        “Involuntary Termination” means (unless another
definition is provided in the applicable Option Agreement, Restricted Stock Purchase Agreement, employment agreement or other applicable written agreement) the termination of a Participant’s Continuous Service Status other than for death or
Disability or for Cause by the Company or a Subsidiary, Parent, Affiliate or successor thereto, as appropriate. 

(w)       “Listed Security” means any security of the Company that
is listed or approved for listing on a national securities exchange or designated or approved 

  
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for designation as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. 

(x)         “Nonstatutory Stock Option” means an Option
not intended to qualify as an Incentive Stock Option, as designated in the applicable Option Agreement. 

(y)         “Option” means a stock option granted
pursuant to the Plan. 
 (z)         “Option Agreement”
means a written document, the form(s) of which shall be approved from time to time by the Administrator, reflecting the terms of an Option granted under the Plan and includes any documents attached to or incorporated into such Option Agreement,
including, but not limited to, a notice of stock option grant and a form of exercise notice. 

(aa)        “Option Exchange Program” means a program approved
by the Administrator whereby outstanding Options (i) are exchanged for Options with a lower exercise price or Restricted Stock or (ii) are amended to decrease the exercise price as a result of a decline in the Fair Market Value of the
Common Stock. 
 (bb)        “Optioned Stock” means Shares
that are subject to an Option or that were issued pursuant to the exercise of an Option. 

(cc)        “Optionee” means an Employee or Consultant who
receives an Option. 
 (dd)        “Parent” means any
corporation (other than the Company) in an unbroken chain of corporations ending with the Company if, at the time of grant of the Award, each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date. 

(ee)        “Participant” means any holder of one or more
Awards or Shares issued pursuant to an Award. 

(ff)         “Plan” means this Zoosk, Inc., 2007 Stock
Plan. 
 (gg)        “Restricted Stock” means Shares
acquired pursuant to a right to purchase Common Stock granted pursuant to Section 11 below. 

(hh)        “Restricted Stock Purchase Agreement” means a
written document, the form(s) of which shall be approved from time to time by the Administrator, reflecting the terms of Restricted Stock granted under the Plan and includes any documents attached to such agreement. 

(ii)          “Rule 16b-3” means Rule 16b-3
promulgated under the Exchange Act, as amended from time to time, or any successor provision. 

  
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(jj)          “Share” means a share of Common Stock,
as adjusted in accordance with Section 14 below. 

(kk)        “Stock Exchange” means any stock exchange or
consolidated stock price reporting system on which prices for the Common Stock are quoted at any given time. 

(ll)          “Subsidiary” means any corporation
(other than the Company) in an unbroken chain of corporations beginning with the Company if, at the time of grant of the Award, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such
date. 
 (mm)      “Ten Percent Holder” means a person who owns stock
representing more than 10% of the voting power of all classes of stock of the Company or any Parent or Subsidiary measured as of an Award’s date of grant. 

(nn)         “Triggering Event” means: 

(i)         a sale, transfer or disposition of all or substantially all of the
Company’s assets other than to (A) a corporation or other entity of which at least a majority of its combined voting power is owned directly or indirectly by the Company, (B) a corporation or other entity owned directly or indirectly
by the holders of capital stock of the Company in substantially the same proportions as their ownership of Common Stock, or (C) an Excluded Entity (as defined in subsection (ii) below); or 

(ii)        any merger, consolidation or other business combination transaction of
the Company with or into another corporation, entity or person, other than a transaction with or into another corporation, entity or person in which the holders of at least a majority of the shares of voting capital stock of the Company outstanding
immediately prior to such transaction continue to hold (either by such shares remaining outstanding in the continuing entity or by their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting
power represented by the shares of voting capital stock of the Company (or the surviving entity) outstanding immediately after such transaction (an “Excluded Entity”). 

Notwithstanding anything stated herein, a transaction shall not constitute a “Triggering Event” if its sole purpose is to change the
state of the Company’s incorporation, or to create a holding company that will be owned in substantially the same proportions by the persons who hold the Company’s securities immediately before such transaction. For clarity, the term
“Triggering Event” as defined herein shall not include stock sale transactions whether by the Company or by the holders of capital stock. 

3.        Stock Subject to the Plan. Subject to the provisions of
Section 14 of the Plan, the maximum aggregate number of Shares that may be issued under the Plan is 13,397,922 Shares, of which a maximum of 13,397,922 Shares may be issued under the 

  
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Plan pursuant to Incentive Stock Options. The Shares issued under the Plan may be authorized, but unissued, or reacquired Shares. If an Award should expire or become unexercisable for any reason
without having been exercised in full, or is surrendered pursuant to an Option Exchange Program, the unpurchased Shares that were subject thereto shall, unless the Plan shall have been terminated, become available for future grant under the Plan. In
addition, any Shares which are retained by the Company upon exercise of an Award in order to satisfy the exercise or purchase price for such Award or any withholding taxes due with respect to such Award shall be treated as not issued and shall
continue to be available under the Plan. Shares issued under the Plan and later repurchased by the Company pursuant to any repurchase right that the Company may have shall not be available for future grant under the Plan. 

4.        Administration of the Plan. 

(a)        General. The Plan shall be administered by the Board or a
Committee, or a combination thereof, as determined by the Board. The Plan may be administered by different administrative bodies with respect to different classes of Participants and, if permitted by Applicable Laws, the Board may authorize one or
more officers of the Company to make Awards under the Plan to Employees and Consultants (who are not subject to Section 16 of the Exchange Act) within parameters specified by the Board. 

(b)        Committee Composition. If a Committee has been appointed
pursuant to this Section 4, such Committee shall continue to serve in its designated capacity until otherwise directed by the Board. From time to time the Board may increase the size of any Committee and appoint additional members thereof,
remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies (however caused) and dissolve a Committee and thereafter directly administer the Plan, all to the extent permitted by the Applicable Laws and, in
the case of a Committee administering the Plan in accordance with the requirements of Rule 16b-3 or Section 162(m) of the Code, to the extent permitted or required by such provisions. 

(c)        Powers of the Administrator. Subject to the provisions of the
Plan and, in the case of a Committee, the specific duties delegated by the Board to such Committee, the Administrator shall have the authority, in its sole discretion: 

(i)          to determine the Fair Market Value of the Common Stock in
accordance with Section 2(s) above, provided that such determination shall be applied consistently with respect to Participants under the Plan; 

(ii)         to select the Employees and Consultants to whom Awards may from
time to time be granted; 
 (iii)        to determine the number of Shares to be
covered by each Award; 
 (iv)        to approve the form(s) of agreement(s) and
other related documents used under the Plan; 

  
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 (v)          to determine the
terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder, which terms and conditions include but are not limited to the exercise or purchase price, the time or times when Awards may be exercised (which may be
based on performance criteria), the circumstances (if any) when vesting will be accelerated or forfeiture restrictions will be waived, and any restriction or limitation regarding any Award, Optioned Stock, or Restricted Stock; 

(vi)         to amend any outstanding Award or agreement related to any Optioned
Stock or Restricted Stock, including any amendment adjusting vesting (e.g., in connection with a change in the terms or conditions under which such person is providing services to the Company), provided that no amendment shall be made that would
materially and adversely affect the rights of any Participant without his or her consent; 

(vii)        to determine whether and under what circumstances an Option may be
settled in cash under Section 10(c) instead of Common Stock; 
 (viii)       to
implement an Option Exchange Program and establish the terms and conditions of such Option Exchange Program, provided that no amendment or adjustment to an Option that would materially and adversely affect the rights of any Optionee shall be made
without his or her consent; 
 (ix)         to grant Awards to, or to modify
the terms of any outstanding Option Agreement or Restricted Stock Purchase Agreement or any agreement related to any Optioned Stock or Restricted Stock held by, Participants who are foreign nationals or employed outside of the United States with
such terms and conditions as the Administrator deems necessary or appropriate to accommodate differences in local law, tax policy or custom which deviate from the terms and conditions set forth in this Plan to the extent necessary or appropriate to
accommodate such differences; and 
 (x)          to construe and
interpret the terms of the Plan, any Option Agreement or Restricted Stock Purchase Agreement, and any agreement related to any Optioned Stock or Restricted Stock, which constructions, interpretations and decisions shall be final and binding on all
Participants. 
 (d)        Indemnification. To the maximum extent
permitted by Applicable Laws, each member of the Committee (including officers of the Company, if applicable), or of the Board, as applicable, shall be indemnified and held harmless by the Company against and from (i) any loss, cost, liability,
or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action
taken or failure to act under the Plan or pursuant to the terms and conditions of any Award except for actions taken in bad faith or failures to act in bad faith, and (ii) any and all amounts paid by him or her in settlement thereof, with the
Company’s approval, or paid by him or her in satisfaction of any judgment in 

  
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any such claim, action, suit, or proceeding against him or her, provided that such member shall give the Company an opportunity, at its own expense, to handle and defend any such claim, action,
suit or proceeding before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the
Company’s Articles of Incorporation, Certificate of Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under any other power that the Company may have to indemnify or hold harmless each such person. 

5.        Eligibility. 

(a)        Recipients of Grants. Nonstatutory Stock Options and
Restricted Stock may be granted to Employees and Consultants. Incentive Stock Options may be granted only to Employees, provided that Employees of Affiliates shall not be eligible to receive Incentive Stock Options. 

(b)        Type of Option. Each Option shall be designated in the Option
Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. 

(c)        ISO $100,000 Limitation. Notwithstanding any designation
under Section 5(b), to the extent that the aggregate Fair Market Value of Shares with respect to which Options designated as Incentive Stock Options are exercisable for the first time by any Optionee during any calendar year (under all plans of
the Company or any Parent or Subsidiary) exceeds $100,000, such excess Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 5(c), Incentive Stock Options shall be taken into account in the order in which they
were granted, and the Fair Market Value of the Shares subject to an Incentive Stock Option shall be determined as of the date of the grant of such Option. 

(d)        No Employment Rights. Neither the Plan nor any Award shall
confer upon any Employee or Consultant any right with respect to continuation of an employment or consulting relationship with the Company (any Parent or Subsidiary), nor shall it interfere in any way with such Employee’s or Consultant’s
right or the Company’s (Parent’s or Subsidiary’s) right to terminate his or her employment or consulting relationship at any time, with or without cause. 

6.        Term of Plan. The Plan shall become effective upon its
adoption by the Board of Directors. It shall continue in effect for a term of ten (10) years unless sooner terminated under Section 16 below. 

7.        Term of Option. The term of each Option shall be the term
stated in the Option Agreement; provided that the term shall be no more than ten (10) years from the date of grant thereof or such shorter term as may be provided in the Option Agreement and provided further that, in the case of an Incentive
Stock Option granted to a person who at the time of such grant is a Ten Percent Holder, the term of the Option shall be five (5) years from the date of grant thereof or such shorter term as may be provided in the Option Agreement. 

  
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 8.        Reserved. 

9.        Option Exercise Price and Consideration. 

(a)        Exercise Price. The per Share exercise price for the Shares
to be issued pursuant to the exercise of an Option shall be such price as is determined by the Administrator and set forth in the Option Agreement, but shall be subject to the following: 

(i)        In the case of an Incentive Stock Option 

(A)        granted to an Employee who at the time of grant is a Ten Percent Holder,
the per Share exercise price shall be no less than 110% of the Fair Market Value on the date of grant; 

(B)        granted to any other Employee, the per Share exercise price shall be no
less than 100% of the Fair Market Value on the date of grant; 
 (ii)        Except
as provided in subsection (iii) below, in the case of a Nonstatutory Stock Option the per Share exercise price shall be such price as is determined by the Administrator, provided that, if the per Share exercise price is less than 100% of the
Fair Market Value on the date of grant, it shall otherwise comply with all Applicable Laws, including Section 409A of the Code; 

(iii)        In the case of a Nonstatutory Stock Option that is intended to qualify
as performance-based compensation under Section 162(m) of the Code and is granted on or after the date, if ever, on which the Common Stock becomes a Listed Security, the per Share exercise price shall be no less than 100% of the Fair Market
Value on the date of grant; and 
 (iv)        Notwithstanding the foregoing,
Options may be granted with a per Share exercise price other than as required above pursuant to a merger or other corporate transaction. 

(b)        Permissible Consideration. The consideration to be paid for
the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option and to the extent required by Applicable Laws, shall be determined at the
time of grant) and may consist entirely of (1) cash; (2) check; (3) to the extent permitted under Applicable Laws, delivery of a promissory note with such recourse, interest, security and redemption provisions as the Administrator
determines to be appropriate (subject to the provisions of Section 153 of the Delaware General Corporation Law); (4) cancellation of indebtedness; (5) other previously owned Shares that have a Fair Market Value on the date of
surrender equal to the aggregate exercise price of the Shares as to which the Option is exercised; (6) a Cashless Exercise; (7) such other consideration and method of payment permitted under Applicable Laws; or (8) any combination of
the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit the


  
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Company and the Administrator may, in its sole discretion, refuse to accept a particular form of consideration at the time of any Option exercise. 

10.      Exercise of Option. 

(a)        General. 

(i)         Exercisability. Any Option granted hereunder shall be
exercisable at such times and under such conditions as determined by the Administrator, consistent with the terms of the Plan and reflected in the Option Agreement, including vesting requirements and/or performance criteria with respect to the
Company, and Parent or Subsidiary, and/or the Optionee. 
 (ii)        Leave
of Absence. The Administrator shall have the discretion to determine whether and to what extent the vesting of Options shall be tolled during any unpaid leave of absence; provided, however, that in the absence of such determination, vesting
of Options shall be tolled during any such unpaid leave (unless otherwise required by the Applicable Laws). Notwithstanding the foregoing, in the event of military leave, vesting shall toll during any unpaid portion of such leave, provided that,
upon a Optionee’s returning from military leave (under conditions that would entitle him or her to protection upon such return under the Uniform Services Employment and Reemployment Rights Act), he or she shall be given vesting credit with
respect to Options to the same extent as would have applied had the Optionee continued to provide services to the Company (or any Parent or Subsidiary, if applicable) throughout the leave on the same terms as he or she was providing services
immediately prior to such leave. 
 (iii)       Minimum Exercise Requirements.
An Option may not be exercised for a fraction of a Share. The Administrator may require that an Option be exercised as to a minimum number of Shares, provided that such requirement shall not prevent an Optionee from exercising the full number of
Shares as to which the Option is then exercisable. 
 (iv)        Procedures
for and Results of Exercise. An Option shall be deemed exercised when written notice of such exercise has been received by the Company in accordance with the terms of the Option Agreement by the person entitled to exercise the Option and the
Company has received full payment for the Shares with respect to which the Option is exercised and has paid, or made arrangements to satisfy, any applicable withholding requirements in accordance with Section 12 below. The exercise of an Option
shall result in a decrease in the number of Shares that thereafter may be available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised. 

(v)         Rights as Holder of Capital Stock. Until the issuance
of the Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a holder of capital stock shall exist with respect
to the Optioned Stock, notwithstanding the exercise of the Option. No adjustment will be made for a dividend or 

  
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other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 14 below. 

(b)        Termination of Employment or Consulting Relationship. The
Administrator shall establish and set forth in the applicable Option Agreement the terms and conditions upon which an Option shall remain exercisable, if at all, following termination of an Optionee’s Continuous Service Status, which provisions
may be waived or modified by the Administrator at any time. To the extent that an Option Agreement does not specify the terms and conditions upon which an Option shall terminate upon termination of an Optionee’s Continuous Service Status, the
following provisions shall apply: 
 (i)           General
Provisions. If the Optionee (or other person entitled to exercise the Option) does not exercise the Option to the extent so entitled within the time specified below, the Option shall terminate and the Optioned Stock underlying the
unexercised portion of the Option shall revert to the Plan. In no event may any Option be exercised after the expiration of the Option term as set forth in the Option Agreement (and subject to Section 7). 

(ii)          Termination other than Upon Disability or Death or for
Cause. In the event of termination of an Optionee’s Continuous Service Status other than under the circumstances set forth in subsections (iii) through (v) below, such Optionee may exercise any outstanding Option at any time
within 1 month following such termination to the extent the Optionee is vested in the Optioned Stock. 

(iii)         Disability of Optionee. In the event of termination
of an Optionee’s Continuous Service Status as a result of his or her Disability, such Optionee may exercise any outstanding Option at any time within six months following such termination to the extent the Optionee is vested in the Optioned
Stock. 
 (iv)         Death of Optionee. In the event of the
death of an Optionee during the period of Continuous Service Status since the date of grant of any outstanding Option, or within twelve months following termination of Optionee’s Continuous Service Status, the Option may be exercised by the
Optionee’s estate, or by a person who acquired the right to exercise the Option by bequest or inheritance, at any time within twelve months following the date of death or, if earlier, the date the Optionee’s Continuous Service Status
terminated, but only to the extent the Optionee is vested in the Optioned Stock. 

(v)          Termination for Cause. In the event of
termination of an Optionee’s Continuous Service Status for Cause, any outstanding Option (including any vested portion thereof) held by such Optionee shall immediately terminate in its entirety upon first notification to the Optionee of
termination of the Optionee’s Continuous Service Status for Cause. If an Optionee’s Continuous Service Status is suspended pending an investigation of whether the Optionee’s Continuous Service Status will be terminated for Cause, all
the Optionee’s rights under any Option, including the right to exercise the Option, shall be suspended during the investigation period. Nothing in this 

  
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Section 10(b)(v) shall in any way limit the Company’s right to purchase unvested Shares issued upon exercise of an Option as set forth in the applicable Option Agreement. 

(c)        Buyout Provisions. The Administrator may at any time offer
to buy out for a payment in cash or Shares an Option previously granted under the Plan based on such terms and conditions as the Administrator shall establish and communicate to the Optionee at the time that such offer is made. 

11.        Restricted Stock. 

(a)        Rights to Purchase. When a right to purchase Restricted
Stock is granted under the Plan, the Administrator shall advise the recipient in writing of the terms, conditions and restrictions related to the offer, including the number of Shares that such person shall be entitled to purchase, the price to be
paid (which shall be as determined by the Administrator, subject to Applicable Laws, including any applicable securities laws), and the time within which such person must accept such offer. The permissible consideration for Restricted Stock shall be
determined by the Administrator and shall be the same as is set forth in Section 9(b) with respect to exercise of Options. The offer to purchase Shares shall be accepted by execution of a Restricted Stock Purchase Agreement in the form
determined by the Administrator. 
 (b)        Repurchase Option.

 (i)          General. Unless the Administrator
determines otherwise, the Restricted Stock Purchase Agreement shall grant the Company a repurchase option exercisable upon the voluntary or involuntary termination of the Participant’s Continuous Service Status for any reason (including death
or Disability). The purchase price for Shares repurchased pursuant to the Restricted Stock Purchase Agreement shall be the original purchase price paid by the purchaser and may be paid by cancellation of any indebtedness of the purchaser to the
Company. The repurchase option shall lapse at such rate as the Administrator may determine. 

(ii)         Leave of Absence. The Administrator shall have the
discretion to determine whether and to what extent the lapsing of Company repurchase rights shall be tolled during any unpaid leave of absence; provided, however, that in the absence of such determination, such lapsing shall be tolled during any
such unpaid leave (unless otherwise required by the Applicable Laws). Notwithstanding the foregoing, in the event of military leave, the lapsing of Company repurchase rights shall toll during any unpaid portion of such leave, provided that, upon a
Participant’s returning from military leave (under conditions that would entitle him or her to protection upon such return under the Uniform Services Employment and Reemployment Rights Act), he or she shall be given vesting credit with respect
to Shares purchased pursuant to the Restricted Stock Purchase Agreement to the same extent as would have applied had the Participant continued to provide services to the Company (or any Parent or Subsidiary, if applicable) throughout the leave on
the same terms as he or she was providing services immediately prior to such leave. 

  
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 (c)        Other
Provisions. The Restricted Stock Purchase Agreement shall contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion. In addition, the provisions of
Restricted Stock Purchase Agreements need not be the same with respect to each Participant. 

(d)        Rights as a Holder of Capital Stock. Once the Restricted
Stock is purchased, the Participant shall have the rights equivalent to those of a holder of capital stock, and shall be a record holder when his or her purchase is entered upon the records of the duly authorized transfer agent of the Company. No
adjustment will be made for a dividend or other right for which the record date is prior to the date the Restricted Stock is purchased, except as provided in Section 14 of the Plan. 

12.        Taxes. 

(a)        As a condition of the grant, vesting and exercise of an Award, the
Participant (or in the case of the Participant’s death or a permitted transferee, the person holding or exercising the Award) shall make such arrangements as the Administrator may require for the satisfaction of any applicable U.S. federal,
state or local tax withholding obligations or foreign tax withholding obligations that may arise in connection with such Award. The Company shall not be required to issue any Shares under the Plan until such obligations are satisfied. 

(b)        The Administrator may permit a Participant (or in the case of the
Participant’s death or a permitted transferee, the person holding or exercising the Award) to satisfy all or part of his or her tax withholding obligations by Cashless Exercise or by surrendering Shares (either directly or by stock attestation)
that he or she previously acquired; provided that, unless the Cashless Exercise is an approved broker-assisted Cashless Exercise, the Shares tendered for payment have been previously held for a minimum duration (e.g., to avoid financial accounting
charges to the Company’s earnings), or as otherwise permitted to avoid financial accounting charges under applicable accounting guidance, amounts withheld shall not exceed the amount necessary to satisfy the Company’s tax withholding
obligations at the minimum statutory withholding rates, including, but not limited to, U.S. federal and state income taxes, payroll taxes, and foreign taxes, if applicable. Any payment of taxes by surrendering Shares to the Company may be subject to
restrictions, including, but not limited to, any restrictions required by rules of the Securities and Exchange Commission. 

13.        Non-Transferability of Options. 

(a)        General. Except as set forth in this Section 13,
Options may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent or distribution. The designation of a beneficiary by an Optionee will not constitute a transfer. An
Option may be exercised, during the lifetime of the holder of the Option, only by such holder or a transferee permitted by this Section 13. 

  
 13 








 (b)        Limited Transferability
Rights. Notwithstanding anything else in this Section 13, the Administrator may in its sole discretion grant Nonstatutory Stock Options that may be transferred by instrument to an inter vivos or testamentary trust in which the Options
are to be passed to beneficiaries upon the death of the trustor (settlor) or by gift to Family Members. 

14.        Adjustments Upon Changes in Capitalization, Merger or Certain Other
Transactions. 
 (a)        Changes in Capitalization.
Subject to any action required under Applicable Laws by the holders of capital stock of the Company, (i) the numbers and class of Shares or other stock or securities: (x) available for future Awards under Section 3 above, (y) set
forth in Section 8 above, and (z) covered by each outstanding Award, (ii) the price per Share covered by each such outstanding Option, and (iii) any repurchase price per Share applicable to Shares issued pursuant to any Award,
shall be proportionately adjusted by the Administrator in the event of a stock split, reverse stock split, stock dividend, combination, consolidation, recapitalization (including a recapitalization through a large nonrecurring cash dividend) or
reclassification of the Shares, subdivision of the Shares, a rights offering, a reorganization, merger, spin-off, split-up, change in corporate structure or other similar occurrence. Any adjustment by the Administrator pursuant to this
Section 14(a) shall be made in the Administrator’s sole and absolute discretion and shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an Award. If, by reason of a transaction described in this Section 14(a) or
an adjustment pursuant to this Section 14(a), a Participant’s Award agreement or agreement related to any Optioned Stock or Restricted Stock covers additional or different shares of stock or securities, then such additional or different
shares, and the Award agreement or agreement related to the Optioned Stock or Restricted Stock in respect thereof, shall be subject to all of the terms, conditions and restrictions which were applicable to the Award, Optioned Stock and Restricted
Stock prior to such adjustment. 
 (b)        Dissolution or
Liquidation. In the event of the dissolution or liquidation of the Company, each Award will terminate immediately prior to the consummation of such action, unless otherwise determined by the Administrator. 

(c)        Corporate Transactions. In the event of a sale of all or
substantially all of the Company’s assets, or a merger, consolidation or other capital reorganization or business combination transaction of the Company with or into another corporation, entity or person (a “Corporate
Transaction”), each outstanding Option shall either be (i) assumed or an equivalent option or right shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation (the “Successor
Corporation”), or (ii) terminated in exchange for a payment of cash, securities and/or other property equal to the excess of the Fair Market Value of the portion of the Optioned Stock that is vested and exercisable immediately prior to
the consummation of the Corporate Transaction over the per Share exercise price thereof. Notwithstanding the 

  
 14 








 
foregoing, in the event such Successor Corporation does not agree to such assumption, substitution or exchange, each such Option shall terminate upon the consummation of the Corporate
Transaction. 
 15.        Time of Granting Options and Right to Purchase
Restricted Stock. The date of grant of an Award shall, for all purposes, be the date on which the Administrator makes the determination granting such Award, or such other date as is determined by the Administrator, provided that in the case
of any Incentive Stock Option, the grant date shall be the later of the date on which the Administrator makes the determination granting such Incentive Stock Option or the date of commencement of the Optionee’s employment relationship with the
Company. 
 16.        Amendment and Termination of the Plan. The
Board may at any time amend or terminate the Plan, but no amendment or termination (other than an adjustment pursuant to Section 14 above) shall be made that would materially and adversely affect the rights of any Participant under any
outstanding Award, without his or her consent. In addition, to the extent necessary and desirable to comply with the Applicable Laws, the Company shall obtain the approval of holders of capital stock with respect to any Plan amendment in such a
manner and to such a degree as required. 
 17.        Conditions Upon
Issuance of Shares. Notwithstanding any other provision of the Plan or any agreement entered into by the Company pursuant to the Plan, the Company shall not be obligated, and shall have no liability for failure, to issue or deliver any
Shares under the Plan unless such issuance or delivery would comply with the Applicable Laws, with such compliance determined by the Company in consultation with its legal counsel. As a condition to the exercise of any Option or purchase of any
Restricted Stock, the Company may require the person exercising the Option or purchasing the Restricted Stock to represent and warrant at the time of any such exercise or purchase that the Shares are being purchased only for investment and without
any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by Applicable Laws. Shares issued upon exercise of Options or purchase of Restricted Stock prior to the date, if
ever, on which the Common Stock becomes a Listed Security shall be subject to a right of first refusal in favor of the Company pursuant to which the Participant will be required to offer Shares to the Company before selling or transferring them to
any third party on such terms and subject to such conditions as is reflected in the applicable Option Agreement or Restricted Stock Purchase Agreement. 

18.        Beneficiaries. Unless stated otherwise in an Award agreement,
a Participant may designate one or more beneficiaries with respect to an Award by timely filing the prescribed form with the Company. A beneficiary designation may be changed by filing the prescribed form with the Company at any time before the
Participant’s death. If no beneficiary was designated or if no designated beneficiary survives the Participant, then after a Participant’s death any vested Award(s) shall be transferred or distributed to the Participant’s estate. 


  
 15 








 19.        Approval of Holders of
Capital Stock. If required by the Applicable Laws, continuance of the Plan shall be subject to approval by the holders of capital stock of the Company within twelve (12) months before or after the date the Plan is adopted or, to the
extent required by Applicable Laws, any date the Plan is amended. Such approval shall be obtained in the manner and to the degree required under the Applicable Laws. 

20.        Addenda. The Administrator may approve such addenda to the
Plan as it may consider necessary or appropriate for the purpose of granting Awards to Employees or Consultants, which Awards may contain such terms and conditions as the Administrator deems necessary or appropriate to accommodate differences in
local law, tax policy or custom, which, if so required under Applicable Laws, may deviate from the terms and conditions set forth in this Plan. The terms of any such addenda shall supersede the terms of the Plan to the extent necessary to
accommodate such differences but shall not otherwise affect the terms of the Plan as in effect for any other purpose. 

  
 16 








 ADDENDUM A 

Zoosk, Inc., 2007 Stock Plan 

(California Participants) 

Prior to the date, if ever, on which the Common Stock becomes a Listed Security and/or the Company is subject to the reporting
requirements of the Exchange Act, the terms set forth herein shall apply to Awards issued to California Participants. All capitalized terms used herein but not otherwise defined shall have the respective meanings set forth in the Plan. 

1.      The following rules shall apply to any Option in the event of termination of the
Participant’s Continuous Service Status: 
 a.    If such termination was for reasons other than
death, “disability” (as defined below), or Cause, the Participant shall have at least thirty (30) days after the date of such termination to exercise his or her Option to the extent the Participant is entitled to exercise on his or
her termination date, provided that in no event shall the Option be exercisable after the expiration of the Option term as set forth in the Option Agreement. 

b.    If such termination was due to death or disability, the Participant shall have at least six
(6) months after the date of such termination to exercise his or her Option to the extent the Participant is entitled to exercise on his or her termination date, provided that in no event shall the Option be exercisable after the expiration of
the Option term as set forth in the Option Agreement. 
 “Disability” for purposes of this Addendum shall mean the inability of
the Participant, in the opinion of a qualified physician acceptable to the Company, to perform the major duties of the Participant’s position with the Company or any Parent or Subsidiary because of the sickness of injury of the Participant.

 2.      Notwithstanding anything stated herein to the contrary, no Option shall be
exercisable on or after the tenth anniversary of the date of grant and any Award agreement shall terminate on or before the tenth anniversary of the date of grant. 

3.      The Company shall furnish summary financial information (audited or unaudited) of the
Company’s financial condition and results of operations, consistent with the requirements of Applicable Laws, at least annually to each California Participant during the period such Participant has one or more Awards outstanding, and in the
case of an individual who acquired Shares pursuant to the Plan, during the period such Participant owns such Shares. The Company shall not be required to provide such information if (i) the issuance is limited to key employees whose duties in
connection with the Company assure their access to equivalent information or (ii) the Plan or any agreement complies with all conditions of Rule 701 of the Securities Act of 1933, as amended; provided that for purposes of determining such
compliance, any registered domestic partner shall be considered a “family member” as that term is defined in Rule 701. 







 ZOOSK, INC. 

2007 STOCK PLAN 

NOTICE OF STOCK OPTION GRANT 

NAME              

					
	Address:	 	  
	  	
			
		 	  
	  	

 You have been granted an option to purchase Common Stock of Zoosk, Inc., a Delaware
corporation (the “Company”), as follows: 
  

			
	Date of Grant:	  	 «GrantDate»

		
	Exercise Price Per Share:	  	 $«PricePerShare»

		
	Total Number of Shares:	  	 «NoOfShares»

		
	Total Exercise Price:	  	 $«TotalPrice»

		
	Type of Option:	  	 «NoSharesISO» Shares Incentive Stock Option

 

«NoSharesNSO» Shares Nonstatutory Stock Option

		
	Expiration Date:	  	 «Term»

		
	Vesting Commencement Date:	  	 «FirstVestDate»

		
	Vesting/Exercise Schedule:	  	 So long as your Continuous Service Status does not terminate, the Shares underlying this Option shall vest and become exercisable in accordance with the
following schedule: 12/48th of the Total Number of Shares shall vest and become exercisable on the one (1) year anniversary of the Vesting Commencement Date and 1/48th of the Total Number of Shares shall vest and become exercisable on the same day of each month thereafter.

		
	Termination Period:	  	 You may exercise this Option for one month after termination of your Continuous Service Status except as set out in Section 5 of the Stock Option Agreement
(but in no event later than the Expiration Date). You are responsible for keeping track of these exercise periods following the termination of your Continuous Service Status for any reason. The Company will not provide further notice of such
periods.

		
	Transferability:	  	 You may not transfer this Option.



  
 1 








 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 this Notice, the Zoosk, Inc., 2007 Stock Plan and the Stock Option Agreement, both of which are attached to and made a part of this Notice. 

In addition, you agree and acknowledge that your rights to any Shares underlying this Option will be earned only as you
provide services to the Company over time, that the grant of this Option is not as consideration for services you rendered to the Company prior to your date of hire, and that nothing in this Notice or the attached documents confers upon you any
right to continue your employment or consulting relationship with the Company for any period of time, nor does it interfere in any way with your right or the Company’s right to terminate that relationship at any time, for any reason, with or
without cause. Also, to the extent applicable, the Exercise Price Per Share has been set in good faith compliance with the applicable guidance issued by the IRS under Section 409A of the Code. However, there is no guarantee that the IRS will
agree with the valuation, and by signing below, you agree and acknowledge that the Company, its Board, officers, employees and agents shall not be held liable for any applicable costs, taxes, or penalties associated with this Option if, in fact, the
IRS or any other person (including, without limitation, a successor corporation or an acquirer in a Change of Control) were to determine that this Option constitutes deferred compensation under Section 409A of the Code. You should consult with
your own tax advisor concerning the tax consequences of such a determination by the IRS. For purposes of this paragraph, the term “Company” will be interpreted to include any Parent, Subsidiary or Affiliate. 

 

									
	 OPTIONEE:
	 		 	 THE COMPANY:

			
	 NAME
	 		 	 ZOOSK, INC.

					
	 By:
	 	  
	 		 	 By:
	 	  

		 	 (Signature)
	 		 		 	 (Signature)

					
		 		 		 	 Name:
	 	 Eric Barnett

					
		 		 		 	 Title:
	 	 General Counsel



  
 2 








 ZOOSK, INC. 

2007 STOCK PLAN 

STOCK OPTION AGREEMENT 

1.        Grant of Option. Zoosk, Inc., a Delaware corporation
(the “Company”), hereby grants to                      (“Optionee”), an option (the
“Option”) to purchase the total number of shares of Common Stock (the “Shares”) set forth in the Notice of Stock Option Grant (the “Notice”), at the exercise price per Share set forth in the Notice
(the “Exercise Price”) subject to the terms, definitions and provisions of the Zoosk, Inc., 2007 Stock Plan (the “Plan”) adopted by the Company, which is incorporated in this Stock Option Agreement (this
“Agreement”) by reference. Unless otherwise defined in this Agreement, the terms used in this Agreement or the Notice shall have the meanings defined in the Plan. 

2.        Designation of Option. This Option is intended to be an
Incentive Stock Option as defined in Section 422 of the Code only to the extent so designated in the Notice, and to the extent it is not so designated or to the extent this Option does not qualify as an Incentive Stock Option, it is intended to
be a Nonstatutory Stock Option. 
 Notwithstanding the above, if designated as an Incentive Stock Option, in the
event that the Shares subject to this Option (and all other Incentive Stock Options granted to Optionee by the Company or any Parent or Subsidiary, including under other plans of the Company) that first become exercisable in any calendar year have
an aggregate fair market value (determined for each Share as of the date of grant of the option covering such Share) in excess of $100,000, the Shares in excess of $100,000 shall be treated as subject to a Nonstatutory Stock Option, in accordance
with Section 5(c) of the Plan. 
 3.        Exercise of
Option. This Option shall be exercisable during its term in accordance with the Vesting/Exercise Schedule set out in the Notice and with the provisions of Section 10 of the Plan as follows: 

(a)        Right to Exercise. 

(i)          This Option may not be exercised for a fraction of a share.

 (ii)         In the event of Optionee’s death, Disability or other
termination of Continuous Service Status, the exercisability of this Option is governed by Section 5 below, subject to the limitations contained in this Section 3. 

(iii)        In no event may this Option be exercised after the Expiration Date set
forth in the Notice. 

  
 1 








 (b)        Method of
Exercise. 
 (i)         This Option shall be exercisable by execution
and delivery of the Exercise Agreement attached hereto as Exhibit A or of any other form of written notice approved for such purpose by the Company which shall state Optionee’s election to exercise this Option, the number of Shares
in respect of which this Option is being exercised, and such other representations and agreements as to the holder’s investment intent with respect to such Shares as may be required by the Company pursuant to the provisions of the Plan. Such
written notice shall be signed by Optionee and shall be delivered to the Company by such means as are determined by the Plan Administrator in its discretion to constitute adequate delivery. The written notice shall be accompanied by payment of the
aggregate Exercise Price for the purchased Shares. 
 (ii)        As a condition to
the exercise of this Option and as further set forth in Section 12 of the Plan, Optionee agrees to make adequate provision for federal, state or other tax withholding obligations, if any, which arise upon the grant, vesting or exercise of this
Option, or disposition of Shares, whether by withholding, direct payment to the Company, or otherwise. 

(iii)        The Company is not obligated, and will have no liability for failure, to
issue or deliver any Shares upon exercise of this Option unless such issuance or delivery would comply with the Applicable Laws, with such compliance determined by the Company in consultation with its legal counsel. This Option may not be exercised
until such time as the Plan has been approved by the holders of capital stock of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such Shares would constitute a violation of any
Applicable Laws, including any applicable U.S. federal or state securities laws or any other law or regulation, including any rule under Part 221 of Title 12 of the Code of Federal Regulations as promulgated by the Federal Reserve Board.
As a condition to the exercise of this Option, the Company may require Optionee to make any representation and warranty to the Company as may be required by the Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be
considered transferred to Optionee on the date on which this Option is exercised with respect to such Shares. 

(iv)        Subject to compliance with Applicable Laws, this Option shall be deemed
to be exercised upon receipt by the Company of the appropriate written notice of exercise accompanied by the Exercise Price and the satisfaction of any applicable withholding obligations. 

4.        Method of Payment. Payment of the Exercise Price shall
be by any of the following, or a combination of the following, at the election of Optionee: 

(a)        cash or check; 

(b)        cancellation of indebtedness; 

(c)        at the discretion of the Plan Administrator on a case by case basis, by
surrender of other shares of Common Stock of the Company (either directly or by 

  
 2 








 
stock attestation) that Optionee previously acquired and that have an aggregate Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Shares as to which this
Option is being exercised; or 
 (d)        at the discretion of the Plan
Administrator on a case by case basis, by Cashless Exercise. 

5.        Termination of Relationship. Following the date of
termination of Optionee’s Continuous Service Status for any reason (the “Termination Date”), Optionee may exercise this Option only as set forth in the Notice and this Section 5. If Optionee does not exercise this Option
within the Termination Period set forth in the Notice or the termination periods set forth below, this Option shall terminate in its entirety. In no event, may any Option be exercised after the Expiration Date of this Option as set forth in the
Notice. 
 (a)        Termination. In the event of termination
of Optionee’s Continuous Service Status other than as a result of Optionee’s Disability or death or for Cause, Optionee may, to the extent Optionee is vested in the Option Shares, exercise this Option during the Termination Period set
forth in the Notice. 
 (b)        Other Terminations. In connection
with any termination other than a termination covered by Section 5(a), Optionee may exercise this Option only as described below: 

(i)        Termination upon Disability of Optionee. In the event of
termination of Optionee’s Continuous Service Status as a result of Optionee’s Disability, Optionee may, but only within six months following the date of such termination (the “Termination Date”), exercise this Option to the
extent Optionee is vested in the Option Shares. 
 (ii)        Death of
Optionee. In the event of termination of Optionee’s Continuous Service Status as a result of Optionee’s death, or in the event of Optionee’s death within twelve months following Optionee’s Termination Date, this Option
may be exercised at any time within twelve months following the date of death (or, if earlier, the date Optionee’s Continuous Service Status terminated) by Optionee’s estate or by a person who acquired the right to exercise this Option by
bequest or inheritance, but only to the extent Optionee is vested in this Option. 

(iii)      Termination for Cause. In the event of termination of Optionee’s
Continuous Service Status for Cause, this Option (including any vested portion thereof) shall immediately terminate in its entirety upon first notification to Optionee of such termination for Cause. If Optionee’s Continuous Service Status is
suspended pending an investigation of whether Optionee’s Continuous Service Status will be terminated for Cause, all Optionee’s rights under this Option, including the right to exercise this Option, shall be suspended during the
investigation period. 
 6.        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 

  
 3 








 
exercised during the lifetime of Optionee only by him or her. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of Optionee.

 7.        Lock-Up Agreement. In connection with the
initial public offering of the Company’s securities and upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, Optionee hereby agrees not to sell, make any short sale of, loan, grant
any option for the purchase of, or otherwise dispose of any securities of the Company however and whenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case
may be, for such period of time (not to exceed 180 days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the
underwriters at the time of the public offering; provided however that, if during the last 17 days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the
expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required
by any FINRA rules, the restrictions imposed by this subsection (a) shall continue to apply until the end of the third trading day following the expiration of the 15-day period beginning on the issuance of the earnings release or the occurrence
of the material news or material event. In no event will the restricted period extend beyond 216 days after the effective date of the registration statement. 

8.        Effect of Agreement. Optionee acknowledges receipt of a
copy of the Plan and represents that he or she is familiar with the terms and provisions thereof (and has had an opportunity to consult counsel regarding the Option terms), and hereby accepts this Option and agrees to be bound by its contractual
terms as set forth herein and in the Plan. Optionee hereby agrees to accept as binding, conclusive and final all decisions and interpretations of the Plan Administrator regarding any questions relating to this Option. In the event of a conflict
between the terms and provisions of the Plan and the terms and provisions of the Notice and this Agreement, the Plan terms and provisions shall prevail. 

9.        Imposition of Other Requirements. The Company reserves
the right to impose other requirements on Optionee’s participation in the Plan, on the Option and on any Award or Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with
Applicable Laws or facilitate the administration of the Plan. Optionee agrees to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Furthermore, Optionee acknowledges that the laws of the country in
which Optionee is working at the time of grant, vesting and exercise of the Option or the sale of Shares received pursuant to this Agreement (including any rules or regulations governing securities, foreign exchange, tax, labor, or other matters)
may subject Optionee to additional procedural or regulatory requirements that Optionee is and will be solely responsible for and must fulfill. 

  
 4 








 10.        Electronic
Delivery. The Company may, in its sole discretion, decide to deliver any documents related to Optionee’s current or future participation in the Plan by electronic means or to request Optionee’s consent to participate in the Plan by
electronic means. Optionee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the
Company. 
 11.        Miscellaneous. 

(a)        Governing Law. This Agreement and all acts and transactions
pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. 

(b)        Entire Agreement; Enforcement of Rights. This Agreement,
together with the Notice of Stock Option Grant to which this Agreement is attached and the Plan, sets forth the entire agreement and understanding of the parties relating to the subject matter herein and therein and merges all prior or
contemporaneous discussions between the parties. Except as contemplated under the Plan, no modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties
to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party. 

(c)        Severability. If one or more provisions of this Agreement
are held to be unenforceable under Applicable Laws, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such
provision shall be excluded from this Agreement, (ii) the balance of this Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of this Agreement shall be enforceable in accordance with its terms. 

(d)        Notices. Any notice required or permitted by this Agreement
shall be in writing and shall be deemed sufficient when delivered personally or sent by telegram or fax or forty-eight (48) hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to
the party to be notified at such party’s address as set forth below or as subsequently modified by written notice. 

(e)        Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. 

(f)        Successors and Assigns. The rights and benefits of this
Agreement shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and obligations of Optionee under this Agreement may not be assigned without the prior written consent of the Company. 

[Signature Page Follows] 

  
 5 








 IN WITNESS WHEREOF, the parties have executed or caused this Agreement to be
executed by their officers thereunto duly authorized, effective as of the Date of Grant set forth in the accompanying Notice of Stock Option Grant. 
  

									
	OPTIONEE:	 		 	THE COMPANY:
			
	NAME	 		 	ZOOSK, INC.
					
	By:	 	  
	 		 	By:	 	  

		 	(Signature)	 		 		 	(Signature)
					
		 		 		 	Name:	 	 Eric Barnett

					
		 		 		 	Title:	 	 General Counsel



  
 6 








 EXHIBIT A 

ZOOSK, INC. 
 2007 STOCK
PLAN 
 EXERCISE AGREEMENT 

This Exercise Agreement (this “Agreement”) is made as of
                    , by and between Zoosk, Inc., a Delaware corporation (the “Company”), and
                             (“Purchaser”). To the extent any capitalized terms used
in this Agreement are not defined, they shall have the meaning ascribed to them in the Company’s 2007 Stock Plan (the “Plan”) and the Option Agreement (as defined below). 

1.        Exercise of Option. Subject to the terms and conditions
hereof, Purchaser hereby elects to exercise his or her option to purchase                  shares of the Common Stock (the “Shares”) of the
Company under and pursuant to the Plan, the Notice of Stock Option Grant and the Stock Option Agreement granted
                             (the “Option Agreement”). The purchase price for the
Shares shall be $         per Share for a total purchase price of $        . The term “Shares” refers to the purchased Shares and all
securities received as stock dividends or splits, all securities received in replacement of the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other property to which
Purchaser is entitled by reason of Purchaser’s ownership of the Shares. 

2.        Time and Place of Exercise. The purchase and sale of
the Shares under this Agreement shall occur at the principal office of the Company simultaneously with the execution and delivery of this Agreement, the payment of the aggregate exercise price by any method listed in Section 4 of the Option
Agreement, and the satisfaction of any applicable tax withholding obligations, all in accordance with the provisions of Section 3(b) of the Option Agreement. The Company shall issue the Shares to Purchaser by entering such Shares in
Purchaser’s name as of such date in the books and records of the Company or, if applicable, a duly authorized transfer agent of the Company, against payment of the exercise price therefor by Purchaser. If applicable, the Company will deliver to
Purchaser a certificate representing the Shares as soon as practicable following such date. 

3.        Limitations on Transfer. In addition to any other
limitation on transfer created by Applicable Laws, Purchaser shall not assign, encumber or dispose of any interest in the Shares except in compliance with the provisions below and Applicable Laws. 

(a)        Right of First Refusal. Before any Shares held by Purchaser
or any transferee of Purchaser (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the 








 
Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section 3(a) (the “Right of First
Refusal”). 
 (i)        Notice of Proposed Transfer. The
Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or
other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the terms and conditions of each proposed sale or transfer. The Holder shall offer the Shares at
the same price (the “Purchase Price”) and upon the same terms (or terms as similar as reasonably possible) to the Company or its assignee(s). 

(ii)        Exercise of Right of First Refusal. At any time within
thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the
Proposed Transferees, at the Purchase Price. If the Purchase Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board in good faith. 

(iii)        Payment. Payment of the Purchase Price shall be made, at
the election of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness, or by any combination thereof within sixty (60) days after receipt of the Notice or in the manner and at
the times set forth in the Notice. 
 (iv)        Holder’s Right to
Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 3(a), then the Holder may sell or otherwise
transfer such Shares to that Proposed Transferee at the Purchase Price or at a higher price, provided that such sale or other transfer is consummated within one hundred twenty (120) days after the date of the Notice and provided further that
any such sale or other transfer is effected in accordance with any Applicable Laws and the Proposed Transferee agrees in writing that the provisions of this Section 3 and the waiver of statutory information rights in Section 8 shall
continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms to make
them more favorable to the Proposed Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise
transferred. 
 (v)        Exception for Certain Family Transfers.
Anything to the contrary contained in this Section 3(a) notwithstanding, and provided that such transfer complies with Applicable Laws, the transfer of any or all of the Shares during Purchaser’s lifetime or on Purchaser’s death by
will or intestacy to Purchaser’s Immediate Family or a trust for the benefit of Purchaser’s Immediate Family shall be 







 
exempt from the provisions of this Section 3(a). “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In
such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section 3, and there shall be no further transfer of such Shares except in accordance with the terms of this
Section 3. 
 (b)        Company’s Right to Purchase upon
Involuntary Transfer. In the event of any transfer by operation of law or other involuntary transfer (including death or divorce, but excluding a transfer to Immediate Family as set forth in Section 3(a)(v) above) of all or a portion of
the Shares by the record holder thereof, the Company shall have an option to purchase all of the Shares transferred at the greater of the purchase price paid by Purchaser pursuant to this Agreement or the Fair Market Value of the Shares on the date
of transfer (as determined by the Board). Upon such a transfer, the person acquiring the Shares shall promptly notify the Secretary of the Company of such transfer. The right to purchase such Shares shall be provided to the Company for a period of
thirty (30) days following receipt by the Company of written notice by the person acquiring the Shares. 

(c)        Assignment. The right of the Company to purchase any part of
the Shares may be assigned in whole or in part to any holder or holders of capital stock of the Company or other persons or organizations. 

(d)        Restrictions Binding on Transferees. All transferees of
Shares or any interest therein will receive and hold such Shares or interest subject to the provisions of this Agreement. Any sale or transfer of the Company’s Shares shall be void unless the provisions of this Agreement are satisfied. 

(e)        Termination of Rights. The right of first refusal granted the
Company by Section 3(a) above and the option to repurchase the Shares in the event of an involuntary transfer granted the Company by Section 3(b) above shall terminate upon the first sale of Common Stock of the Company to the general
public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). Upon termination of the right of first
refusal described in Section 3(a) above the Company will remove any stop-transfer notices referred to in Section 5(b) below and related to the restrictions in this Section 3 and, if certificates are issued, a new certificate or
certificates representing the Shares not repurchased shall be issued, on request, without the legend referred to in Section 5(a)(ii) below and delivered to Purchaser. 

4.        Investment and Taxation Representations. In connection
with the purchase of the Shares, Purchaser represents to the Company the following: 

(a)        Purchaser is aware of the Company’s business affairs and financial
condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. Purchaser is purchasing these securities for investment for his or her own account only and not with a view
to, or for resale in connection with, any “distribution” thereof within the meaning of the 







 
Securities Act or under any applicable provision of state law. Purchaser does not have any present intention to transfer the Shares to any person or entity. 

(b)        Purchaser understands that the Shares have not been registered under the
Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser’s investment intent as expressed herein. 

(c)        Purchaser further acknowledges and understands that the securities must be
held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser further acknowledges and understands that the Company is under no obligation to register the
securities. Purchaser understands that the certificate(s) evidencing the securities will be imprinted with a legend which prohibits the transfer of the securities unless they are registered or such registration is not required in the opinion of
counsel for the Company. 
 (d)        Purchaser is familiar with the provisions of
Rules 144 and 701, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of
such issuer), in a non-public offering subject to the satisfaction of certain conditions. Purchaser understands that the Company provides no assurances as to whether he or she will be able to resell any or all of the Shares pursuant to Rule 144 or
Rule 701, which rules require, among other things, that the Company be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, that resales of securities take place only after the holder of the Shares has held the
Shares for certain specified time periods, and under certain circumstances, that resales of securities be limited in volume and take place only pursuant to brokered transactions. Notwithstanding this paragraph (d), Purchaser acknowledges and agrees
to the restrictions set forth in paragraph (e) below. 
 (e)        Purchaser
further understands that in the event all of the applicable requirements of Rule 144 or 701 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and
that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered
offering and otherwise than pursuant to Rule 144 or 701 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who
participate in such transactions do so at their own risk. 
 (f)        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 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. 







 5.        Restrictive Legends and Stop-Transfer
Orders. 
 (a)        Legends. The certificate or certificates
representing the Shares shall bear the following legends (as well as any legends required by the Company or applicable state and federal corporate and securities laws): 
  

	 	(i)	 THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT
WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED UNDER THE SECURITIES ACT OF 1933. 


  

	 	(ii)	 THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE HOLDER,
A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. 



(b)        Stop-Transfer Notices. Purchaser agrees that, in order to
ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records. 
 (c)        Refusal to
Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to
accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred. 

6.        No Employment Rights. Nothing in this Agreement shall affect
in any manner whatsoever the right or power of the Company, or a parent or subsidiary of the Company, to terminate Purchaser’s employment or consulting relationship, for any reason, with or without cause. 

7.        Lock-Up Agreement. In connection with the initial public
offering of the Company’s securities and upon request of the Company or the underwriters managing 







 
any underwritten offering of the Company’s securities, Purchaser agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any
securities of the Company however or whenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed one hundred
eighty (180) days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the
public offering; provided however that, if during the last 17 days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted
period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the
restrictions imposed by this subsection (a) shall continue to apply until the end of the third trading day following the expiration of the 15-day period beginning on the issuance of the earnings release or the occurrence of the material news or
material event. In no event will the restricted period extend beyond 216 days after the effective date of the registration statement. 

8.        Waiver of Statutory Information Rights. Purchaser acknowledges
and understands that, but for the waiver made herein, Purchaser would be entitled, upon written demand under oath stating the purpose thereof, to inspect for any proper purpose, and to make copies and extracts from, the Company’s stock ledger,
a list of its stockholders, and its other books and records, and the books and records of subsidiaries of the Company, if any, under the circumstances and in the manner provided in Section 220 of the General Corporation Law of Delaware (any and
all such rights, and any and all such other rights of Purchaser as may be provided for in Section 220, the “Inspection Rights”). In light of the foregoing, until the first sale of Common Stock of the Company to the general
public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended, Purchaser hereby unconditionally and irrevocably waives the Inspection Rights,
whether such Inspection Rights would be exercised or pursued directly or indirectly pursuant to Section 220 or otherwise, and covenants and agrees never to directly or indirectly commence, voluntarily aid in any way, prosecute, assign,
transfer, or cause to be commenced any claim, action, cause of action, or other proceeding to pursue or exercise the Inspection Rights. The foregoing waiver applies to the Inspection Rights of Purchaser in Purchaser’s capacity as a stockholder
and shall not affect any rights of a director, in his or her capacity as such, under Section 220. The foregoing waiver shall not apply to any contractual inspection rights of Purchaser under any written agreement with the Company. 

9.        Miscellaneous. 

(a)        Governing Law. This Agreement and all acts and transactions
pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. 







 (b)        Entire Agreement;
Enforcement of Rights. This Agreement, together with the Option Agreement and the Plan, sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges all prior or contemporaneous
discussions between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. The failure by either party to enforce any
rights under this Agreement shall not be construed as a waiver of any rights of such party. 

(c)        Severability. If one or more provisions of this Agreement are
held to be unenforceable under Applicable Laws, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such
provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms. 

(d)        Notices. Any notice required or permitted by this Agreement
shall be in writing and shall be deemed sufficient when delivered personally or sent by telegram or fax or forty-eight (48) hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to
the party to be notified at such party’s address as set forth below or as subsequently modified by written notice. 

(e)        Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. 

(f)        Successors and Assigns. The rights and benefits of this
Agreement shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and obligations of Purchaser under this Agreement may only be assigned with the prior written consent of the Company. 

(g)        California Corporate Securities Law. THE SALE OF THE
SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR
TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE
QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. 
 [Signature Page Follows] 







 The parties have executed this Exercise Agreement as of the date first set forth
above. 
  

			
	THE COMPANY:
	
	ZOOSK, INC.
		
	By:	 	  

		 	(Signature)
		
	Name:	 	  

		
	Title:	 	  

		
	Address:	 	  

		
		 	  

	
	PURCHASER:
		
	NAME	 	
	
	  

	(signature)	 	
		
	Address:	 	  

		
		 	  










 I,
                                        ,
spouse of                     , have read and hereby approve the foregoing Agreement. In consideration of the Company’s granting my
spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be irrevocably bound by the Agreement and further agree that any community property or other such interest shall hereby by similarly bound by the Agreement. I
hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement. 
  

	
	  

	Spouse of
                                        
(if applicable)









 ZOOSK, INC. 

2007 STOCK PLAN 

NOTICE OF STOCK OPTION GRANT 
  

			
	NAME 	 	
	Address:	 	  

		
		 	  


 You have been granted an option to purchase Common Stock of Zoosk, Inc., a Delaware
corporation (the “Company”), as follows: 
  

			
	Date of Grant:	  	«GrantDate»
		
	 Exercise Price Per Share:
	  	 $«PricePerShare»

		
	 Total Number of Shares:
	  	 «NoOfShares»

		
	 Total Exercise Price:
	  	 $«TotalPrice»

		
	 Type of Option:
	  	 «NoSharesISO» Shares Incentive Stock Option1
  
 «NoSharesNSO» Shares Nonstatutory Stock Option

		
	 Expiration Date:
	  	 «Term»

		
	 Vesting Commencement Date:
	  	 «FirstVestDate»

		
	 Vesting/Exercise Schedule:
	  	 So long as your Continuous Service Status does not terminate, the Shares underlying this Option shall vest and become exercisable in accordance with the
following schedule: 12/48th of the Total Number of Shares shall vest and become exercisable on the one (1) year anniversary of the Vesting Commencement Date and 1/48th of the Total Number of Shares shall vest and become exercisable on the same day of each month thereafter.

		
	 Accelerated Vesting:
	  	 Notwithstanding the foregoing, if Optionee experiences an Involuntary Termination (as defined below) before the Option is fully vested, and such Involuntary
Termination takes place upon or within twelve (12) months following a Change in Control (as defined below), 50% of the Total Number of Shares that are unvested as of the date of the Involuntary Termination will become fully vested and
exercisable.


  

	1 	 Some portion of the Total Number of Shares listed herein may not qualify as Incentive Stock Options pursuant to Section 422 of the Internal
Revenue Code of 1986, as amended, and may be designated as Nonstatutory Stock Options. Please contact the Company to confirm prior to exercising. 



  
 1 









			
	 Termination Period:
	  	 You may exercise this Option for one month after termination of your Continuous Service Status except as set out in Section 5 of the Stock Option Agreement
(but in no event later than the Expiration Date). You are responsible for keeping track of these exercise periods following the termination of your Continuous Service Status for any reason. The Company will not provide further notice of such
periods

		
	 Transferability:
	  	 You may not transfer this Option.


 “Cause” means (i) Optionee’s breach of fiduciary duty for personal
profit, or falsification of any Company documents or records; (ii) Optionee’s unauthorized use, misappropriation, destruction or diversion of any material asset or corporate opportunity of the Company (such as improper use or disclosure of
the Company’s confidential or proprietary information); (iii) Optionee’s intentional act which has a material detrimental effect on the Company’s reputation or business, (iv) Optionee’s material breach of any agreement
with the Company, including the Company’s Confidential Information and Invention Assignment Agreement, or any of the Company’s written policies or rules, as they may be in effect from time to time during Optionee’s employment, which
breach is not cured within 15 days after notice from the Company specifying the breach; (v) Optionee’s commission, conviction of, or a plea of “guilty” or “no contest” to, a felony under the laws of the United States or
any State by Optionee which impairs Optionee’s ability to perform Optionee’s duties with the Company; (vi) Optionee’s repeated failure to follow reasonable and lawful instructions from the Company and Optionee’s failure to
cure such condition after receiving 15 days advance written notice; or (vii) Optionee’s willful neglect of Optionee’s duties and Optionee’s failure to cure such neglect after receiving 15 days written notice. The determination as
to whether Optionee is being terminated for Cause will be made in good faith by the Board. The foregoing definition does not in any way limit the Company’s ability to terminate Optionee’s employment at any time. 

“Change in Control” means, whether by means of a transaction or series of related transactions, (i) a
sale, transfer or disposition of all or substantially all of the Company’s assets other than to (A) a corporation or other entity of which at least a majority of its combined voting power is owned directly or indirectly by the Company,
(B) a corporation or other entity owned directly or indirectly by the holders of capital stock of the Company in substantially the same proportions as their ownership of the Company’s common stock, or (C) an Excluded Entity (as
defined in subsection (ii) below); provided that, in the case of (i)(A), (i)(B) or (i)(C), such corporation, other entity or Excluded Entity expressly assumes this Agreement; (ii) any merger, consolidation or other business combination
transaction of the Company with or into another corporation, entity or person, other than a transaction with or into another corporation, entity or person in which the holders of at least a majority of the shares of voting capital stock of the
Company outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding in the continuing entity or by their being converted 

  
 2 








 
into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of the Company (or the surviving entity)
outstanding immediately after such transaction (an “Excluded Entity”); provided that such Excluded Entity expressly assumes this Agreement; or (iii) the acquisition by any person, entity or entities, directly or indirectly, of
securities of the Company representing fifty percent or more of the total voting power represented by the Company’s then outstanding voting securities. Notwithstanding anything stated herein, a transaction shall not constitute a “Change in
Control” if its sole purpose is to change the state of the Company’s incorporation, or to create a holding company that will be owned in substantially the same proportions by the persons who hold the Company’s securities immediately
before such transaction. For clarity, the term “Change in Control” as defined herein shall not include stock sale transactions by the Company for capital raising purposes. 

“Good Reason” means Optionee’s voluntary resignation in writing within 90 days after the occurrence of
one of the following conditions without Optionee’s consent; provided Optionee gives the Company written notice of the condition within 60 days after the condition comes into existence and the Company fails to remedy the condition within 30 days
after first receiving Optionee’s written notice: (i) a “material diminution” of Optionee’s duties or responsibilities; (ii) a material decrease in Optionee’s base compensation (base salary and target bonus) unless
such reduction is part of a salary reduction program applied in substantially the same proportion to all base salaries of all similarly situated employees of the Company; or (iii) a relocation of Optionee’s work place for the Company to a
location more than 40 miles from San Francisco, California and which increases Optionee’s average commute by at least 30 minutes. The term “material diminution” of Optionee’s duties or responsibilities with the Company means a
material, adverse change in Optionee’s authority, the number of personnel reporting to Optionee, or the scope and nature of Optionee’s duties, as measured against Optionee’s authority, responsibilities or duties immediately prior to
such change. 
 “Involuntary Termination” means Optionee’s “separation from service” (as
defined in Treasury Regulation 1.409A-1(h)) (i) by the Company without Cause (for purposes of clarity, a Separation without Cause does not include a termination that occurs as a result of Optionee’s death or disability), or
(ii) by Optionee for Good Reason. 
 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 this Notice, the Zoosk, Inc., 2007 Stock Plan and the Stock Option Agreement, both of which are attached to and made a part of this Notice. 

In addition, you agree and acknowledge that your rights to any Shares underlying this Option will be earned only as you
provide services to the Company over time, that the grant of this Option is not as consideration for services you rendered to the Company prior to your date of hire, and that nothing in this Notice or the attached documents confers upon you any
right to continue your employment or consulting relationship with the Company for any period of time, nor does it interfere in any way with your right or the Company’s right to terminate that relationship at any time, for any reason, with or


  
 3 








 
without cause. Also, to the extent applicable, the Exercise Price Per Share has been set in good faith compliance with the applicable guidance issued by the IRS under Section 409A of the
Code. However, there is no guarantee that the IRS will agree with the valuation, and by signing below, you agree and acknowledge that the Company, its Board, officers, employees and agents shall not be held liable for any applicable costs, taxes, or
penalties associated with this Option if, in fact, the IRS or any other person (including, without limitation, a successor corporation or an acquirer in a Change of Control) were to determine that this Option constitutes deferred compensation under
Section 409A of the Code. You should consult with your own tax advisor concerning the tax consequences of such a determination by the IRS. For purposes of this paragraph, the term “Company” will be interpreted to include any Parent,
Subsidiary or Affiliate. 
  

									
	 OPTIONEE:
	 		 	 THE COMPANY:

			
	 NAME
	 		 	 ZOOSK, INC.

					
	 By:
	 	  
	 		 	 By:
	 	  

		 	 (Signature)
	 		 		 	 (Signature)

					
		 		 		 	 Name:
	 	 Eric Barnett

					
		 		 		 	 Title:
	 	 General Counsel



  
 4 








 ZOOSK, INC. 

2007 STOCK PLAN 

STOCK OPTION AGREEMENT 

1.        Grant of Option. Zoosk, Inc., a Delaware corporation
(the “Company”), hereby grants to                      (“Optionee”), an option (the
“Option”) to purchase the total number of shares of Common Stock (the “Shares”) set forth in the Notice of Stock Option Grant (the “Notice”), at the exercise price per Share set forth in the Notice
(the “Exercise Price”) subject to the terms, definitions and provisions of the Zoosk, Inc., 2007 Stock Plan (the “Plan”) adopted by the Company, which is incorporated in this Stock Option Agreement (this
“Agreement”) by reference. Unless otherwise defined in this Agreement, the terms used in this Agreement or the Notice shall have the meanings defined in the Plan. 

2.        Designation of Option. This Option is intended to be an
Incentive Stock Option as defined in Section 422 of the Code only to the extent so designated in the Notice, and to the extent it is not so designated or to the extent this Option does not qualify as an Incentive Stock Option, it is intended to
be a Nonstatutory Stock Option. 
 Notwithstanding the above, if designated as an Incentive Stock Option, in the
event that the Shares subject to this Option (and all other Incentive Stock Options granted to Optionee by the Company or any Parent or Subsidiary, including under other plans of the Company) that first become exercisable in any calendar year have
an aggregate fair market value (determined for each Share as of the date of grant of the option covering such Share) in excess of $100,000, the Shares in excess of $100,000 shall be treated as subject to a Nonstatutory Stock Option, in accordance
with Section 5(c) of the Plan. 
 3.        Exercise of
Option. This Option shall be exercisable during its term in accordance with the Vesting/Exercise Schedule set out in the Notice and with the provisions of Section 10 of the Plan as follows: 

(a)        Right to Exercise. 

(i)         This Option may not be exercised for a fraction of a share. 

(ii)        In the event of Optionee’s death, Disability or other termination of
Continuous Service Status, the exercisability of this Option is governed by Section 5 below, subject to the limitations contained in this Section 3. 

(iii)       In no event may this Option be exercised after the Expiration Date set forth
in the Notice. 

  
 1 








 (b)        Method of
Exercise. 
 (i)         This Option shall be exercisable by execution and
delivery of the Exercise Agreement attached hereto as Exhibit A or of any other form of written notice approved for such purpose by the Company which shall state Optionee’s election to exercise this Option, the number of Shares in
respect of which this Option is being exercised, and such other representations and agreements as to the holder’s investment intent with respect to such Shares as may be required by the Company pursuant to the provisions of the Plan. Such
written notice shall be signed by Optionee and shall be delivered to the Company by such means as are determined by the Plan Administrator in its discretion to constitute adequate delivery. The written notice shall be accompanied by payment of the
aggregate Exercise Price for the purchased Shares. 
 (ii)        As a condition to
the exercise of this Option and as further set forth in Section 12 of the Plan, Optionee agrees to make adequate provision for federal, state or other tax withholding obligations, if any, which arise upon the grant, vesting or exercise of this
Option, or disposition of Shares, whether by withholding, direct payment to the Company, or otherwise. 

(iii)       The Company is not obligated, and will have no liability for failure, to issue
or deliver any Shares upon exercise of this Option unless such issuance or delivery would comply with the Applicable Laws, with such compliance determined by the Company in consultation with its legal counsel. This Option may not be exercised until
such time as the Plan has been approved by the holders of capital stock of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such Shares would constitute a violation of any Applicable
Laws, including any applicable U.S. federal or state securities laws or any other law or regulation, including any rule under Part 221 of Title 12 of the Code of Federal Regulations as promulgated by the Federal Reserve Board. As a
condition to the exercise of this Option, the Company may require Optionee to make any representation and warranty to the Company as may be required by the Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be
considered transferred to Optionee on the date on which this Option is exercised with respect to such Shares. 

(iv)       Subject to compliance with Applicable Laws, this Option shall be deemed to be
exercised upon receipt by the Company of the appropriate written notice of exercise accompanied by the Exercise Price and the satisfaction of any applicable withholding obligations. 

4.        Method of Payment. Payment of the Exercise Price shall be by
any of the following, or a combination of the following, at the election of Optionee: 

(a)        cash or check; 

(b)        cancellation of indebtedness; 

(c)        at the discretion of the Plan Administrator on a case by case basis, by
surrender of other shares of Common Stock of the Company (either directly or by 

  
 2 








 
stock attestation) that Optionee previously acquired and that have an aggregate Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Shares as to which this
Option is being exercised; or 
 (d)        at the discretion of the Plan
Administrator on a case by case basis, by Cashless Exercise. 

5.        Termination of Relationship. Following the date of termination
of Optionee’s Continuous Service Status for any reason (the “Termination Date”), Optionee may exercise this Option only as set forth in the Notice and this Section 5. If Optionee does not exercise this Option within the
Termination Period set forth in the Notice or the termination periods set forth below, this Option shall terminate in its entirety. In no event, may any Option be exercised after the Expiration Date of this Option as set forth in the Notice. 

(a)        Termination. In the event of termination of Optionee’s
Continuous Service Status other than as a result of Optionee’s Disability or death or for Cause, Optionee may, to the extent Optionee is vested in the Option Shares, exercise this Option during the Termination Period set forth in the Notice.

 (b)        Other Terminations. In connection with any termination
other than a termination covered by Section 5(a), Optionee may exercise this Option only as described below: 
 (i)
        Termination upon Disability of Optionee. In the event of termination of Optionee’s Continuous Service Status as a result of Optionee’s Disability, Optionee may, but only within
six months following the date of such termination (the “Termination Date”), exercise this Option to the extent Optionee is vested in the Option Shares. 

(ii)       Death of Optionee. In the event of termination of Optionee’s
Continuous Service Status as a result of Optionee’s death, or in the event of Optionee’s death within twelve months following Optionee’s Termination Date, this Option may be exercised at any time within twelve months following the
date of death (or, if earlier, the date Optionee’s Continuous Service Status terminated) by Optionee’s estate or by a person who acquired the right to exercise this Option by bequest or inheritance, but only to the extent Optionee is
vested in this Option. 
 (iii)       Termination for Cause. In the event
of termination of Optionee’s Continuous Service Status for Cause, this Option (including any vested portion thereof) shall immediately terminate in its entirety upon first notification to Optionee of such termination for Cause. If
Optionee’s Continuous Service Status is suspended pending an investigation of whether Optionee’s Continuous Service Status will be terminated for Cause, all Optionee’s rights under this Option, including the right to exercise this
Option, shall be suspended during the investigation period. 

6.        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 

  
 3 








 
exercised during the lifetime of Optionee only by him or her. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of Optionee. 

7.        Lock-Up Agreement. In connection with the initial public
offering of the Company’s securities and upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, Optionee hereby agrees not to sell, make any short sale of, loan, grant any option for
the purchase of, or otherwise dispose of any securities of the Company however and whenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such
period of time (not to exceed 180 days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the
time of the public offering; provided however that, if during the last 17 days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the
restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules,
the restrictions imposed by this subsection (a) shall continue to apply until the end of the third trading day following the expiration of the 15-day period beginning on the issuance of the earnings release or the occurrence of the material
news or material event. In no event will the restricted period extend beyond 216 days after the effective date of the registration statement. 

8.        Effect of Agreement. Optionee acknowledges receipt of a copy
of the Plan and represents that he or she is familiar with the terms and provisions thereof (and has had an opportunity to consult counsel regarding the Option terms), and hereby accepts this Option and agrees to be bound by its contractual terms as
set forth herein and in the Plan. Optionee hereby agrees to accept as binding, conclusive and final all decisions and interpretations of the Plan Administrator regarding any questions relating to this Option. In the event of a conflict between the
terms and provisions of the Plan and the terms and provisions of the Notice and this Agreement, the Plan terms and provisions shall prevail. 

9.        Imposition of Other Requirements. The Company reserves the
right to impose other requirements on Optionee’s participation in the Plan, on the Option and on any Award or Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with Applicable
Laws or facilitate the administration of the Plan. Optionee agrees to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Furthermore, Optionee acknowledges that the laws of the country in which Optionee
is working at the time of grant, vesting and exercise of the Option or the sale of Shares received pursuant to this Agreement (including any rules or regulations governing securities, foreign exchange, tax, labor, or other matters) may subject
Optionee to additional procedural or regulatory requirements that Optionee is and will be solely responsible for and must fulfill. 

  
 4 








 10.        Electronic
Delivery. The Company may, in its sole discretion, decide to deliver any documents related to Optionee’s current or future participation in the Plan by electronic means or to request Optionee’s consent to participate in the Plan by
electronic means. Optionee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the
Company. 
 11.        Miscellaneous. 

  (a)        Governing Law. This Agreement and all acts and
transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. 

  (b)        Entire Agreement; Enforcement of Rights. This
Agreement, together with the Notice of Stock Option Grant to which this Agreement is attached and the Plan, sets forth the entire agreement and understanding of the parties relating to the subject matter herein and therein and merges all prior or
contemporaneous discussions between the parties. Except as contemplated under the Plan, no modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties
to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party. 

  (c)        Severability. If one or more provisions of this
Agreement are held to be unenforceable under Applicable Laws, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then
(i) such provision shall be excluded from this Agreement, (ii) the balance of this Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of this Agreement shall be enforceable in accordance with
its terms. 
   (d)        Notices. Any notice required or
permitted by this Agreement shall be in writing and shall be deemed sufficient when delivered personally or sent by telegram or fax or forty-eight (48) hours after being deposited in the U.S. mail, as certified or registered mail, with postage
prepaid, and addressed to the party to be notified at such party’s address as set forth below or as subsequently modified by written notice. 

  (e)        Counterparts. This Agreement may be executed in
two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. 

  (f)        Successors and Assigns. The rights and benefits
of this Agreement shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and obligations of Optionee under this Agreement may not be assigned without the prior written consent of the Company. 

[Signature Page Follows] 

  
 5 








 IN WITNESS WHEREOF, the parties have executed or caused this Agreement to be
executed by their officers thereunto duly authorized, effective as of the Date of Grant set forth in the accompanying Notice of Stock Option Grant. 
  

									
	 OPTIONEE:
	 		 	 THE COMPANY:

			
	 NAME
	 		 	 ZOOSK, INC.

					
	 By:
	 	  
	 		 	 By:
	 	  

		 	 (Signature)
	 		 		 	 (Signature)

					
		 		 		 	 Name:
	 	 Eric Barnett

					
		 		 		 	 Title:
	 	 General Counsel



  
 6 








 EXHIBIT A 

ZOOSK, INC. 
 2007 STOCK
PLAN 
 EXERCISE AGREEMENT 

This Exercise Agreement (this “Agreement”) is made as of
                    , by and between Zoosk, Inc., a Delaware corporation (the “Company”), and
                     (“Purchaser”). To the extent any capitalized terms used in this Agreement are not defined, they shall
have the meaning ascribed to them in the Company’s 2007 Stock Plan (the “Plan”) and the Option Agreement (as defined below). 

1.        Exercise of Option. Subject to the terms and conditions
hereof, Purchaser hereby elects to exercise his or her option to purchase                  shares of the Common Stock (the “Shares”) of the
Company under and pursuant to the Plan, the Notice of Stock Option Grant and the Stock Option Agreement granted                      (the
“Option Agreement”). The purchase price for the Shares shall be $         per Share for a total purchase price of $        . The term
“Shares” refers to the purchased Shares and all securities received as stock dividends or splits, all securities received in replacement of the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new,
substituted or additional securities or other property to which Purchaser is entitled by reason of Purchaser’s ownership of the Shares. 

2.        Time and Place of Exercise. The purchase and sale of the
Shares under this Agreement shall occur at the principal office of the Company simultaneously with the execution and delivery of this Agreement, the payment of the aggregate exercise price by any method listed in Section 4 of the Option
Agreement, and the satisfaction of any applicable tax withholding obligations, all in accordance with the provisions of Section 3(b) of the Option Agreement. The Company shall issue the Shares to Purchaser by entering such Shares in
Purchaser’s name as of such date in the books and records of the Company or, if applicable, a duly authorized transfer agent of the Company, against payment of the exercise price therefor by Purchaser. If applicable, the Company will deliver to
Purchaser a certificate representing the Shares as soon as practicable following such date. 

3.        Limitations on Transfer. In addition to any other limitation
on transfer created by Applicable Laws, Purchaser shall not assign, encumber or dispose of any interest in the Shares except in compliance with the provisions below and Applicable Laws. 

(a)        Right of First Refusal. Before any Shares held by Purchaser
or any transferee of Purchaser (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the 








 
Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section 3(a) (the “Right of First
Refusal”). 
 (i)         Notice of Proposed Transfer. The
Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or
other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the terms and conditions of each proposed sale or transfer. The Holder shall offer the Shares at
the same price (the “Purchase Price”) and upon the same terms (or terms as similar as reasonably possible) to the Company or its assignee(s). 

(ii)        Exercise of Right of First Refusal. At any time within
thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the
Proposed Transferees, at the Purchase Price. If the Purchase Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board in good faith. 

(iii)       Payment. Payment of the Purchase Price shall be made, at the
election of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness, or by any combination thereof within sixty (60) days after receipt of the Notice or in the manner and at the
times set forth in the Notice. 
 (iv)       Holder’s Right to
Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 3(a), then the Holder may sell or otherwise
transfer such Shares to that Proposed Transferee at the Purchase Price or at a higher price, provided that such sale or other transfer is consummated within one hundred twenty (120) days after the date of the Notice and provided further that
any such sale or other transfer is effected in accordance with any Applicable Laws and the Proposed Transferee agrees in writing that the provisions of this Section 3 and the waiver of statutory information rights in Section 8 shall
continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms to make
them more favorable to the Proposed Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise
transferred. 
 (v)       Exception for Certain Family Transfers. Anything
to the contrary contained in this Section 3(a) notwithstanding, and provided that such transfer complies with Applicable Laws, the transfer of any or all of the Shares during Purchaser’s lifetime or on Purchaser’s death by will or
intestacy to Purchaser’s Immediate Family or a trust for the benefit of Purchaser’s Immediate Family shall be 







 
exempt from the provisions of this Section 3(a). “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In
such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section 3, and there shall be no further transfer of such Shares except in accordance with the terms of this
Section 3. 
 (b)        Company’s Right to Purchase upon
Involuntary Transfer. In the event of any transfer by operation of law or other involuntary transfer (including death or divorce, but excluding a transfer to Immediate Family as set forth in Section 3(a)(v) above) of all or a portion of
the Shares by the record holder thereof, the Company shall have an option to purchase all of the Shares transferred at the greater of the purchase price paid by Purchaser pursuant to this Agreement or the Fair Market Value of the Shares on the date
of transfer (as determined by the Board). Upon such a transfer, the person acquiring the Shares shall promptly notify the Secretary of the Company of such transfer. The right to purchase such Shares shall be provided to the Company for a period of
thirty (30) days following receipt by the Company of written notice by the person acquiring the Shares. 

(c)        Assignment. The right of the Company to purchase any part of
the Shares may be assigned in whole or in part to any holder or holders of capital stock of the Company or other persons or organizations. 

(d)        Restrictions Binding on Transferees. All transferees of
Shares or any interest therein will receive and hold such Shares or interest subject to the provisions of this Agreement. Any sale or transfer of the Company’s Shares shall be void unless the provisions of this Agreement are satisfied. 

(e)        Termination of Rights. The right of first refusal granted the
Company by Section 3(a) above and the option to repurchase the Shares in the event of an involuntary transfer granted the Company by Section 3(b) above shall terminate upon the first sale of Common Stock of the Company to the general
public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). Upon termination of the right of first
refusal described in Section 3(a) above the Company will remove any stop-transfer notices referred to in Section 5(b) below and related to the restrictions in this Section 3 and, if certificates are issued, a new certificate or
certificates representing the Shares not repurchased shall be issued, on request, without the legend referred to in Section 5(a)(ii) below and delivered to Purchaser. 

4.        Investment and Taxation Representations. In connection with
the purchase of the Shares, Purchaser represents to the Company the following: 

(a)        Purchaser is aware of the Company’s business affairs and financial
condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. Purchaser is purchasing these securities for investment for his or her own account only and not with a view
to, or for resale in connection with, any “distribution” thereof within the meaning of the 







 
Securities Act or under any applicable provision of state law. Purchaser does not have any present intention to transfer the Shares to any person or entity. 

(b)        Purchaser understands that the Shares have not been registered under the
Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser’s investment intent as expressed herein. 

(c)        Purchaser further acknowledges and understands that the securities must be
held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser further acknowledges and understands that the Company is under no obligation to register the
securities. Purchaser understands that the certificate(s) evidencing the securities will be imprinted with a legend which prohibits the transfer of the securities unless they are registered or such registration is not required in the opinion of
counsel for the Company. 
 (d)        Purchaser is familiar with the provisions of
Rules 144 and 701, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of
such issuer), in a non-public offering subject to the satisfaction of certain conditions. Purchaser understands that the Company provides no assurances as to whether he or she will be able to resell any or all of the Shares pursuant to Rule 144 or
Rule 701, which rules require, among other things, that the Company be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, that resales of securities take place only after the holder of the Shares has held the
Shares for certain specified time periods, and under certain circumstances, that resales of securities be limited in volume and take place only pursuant to brokered transactions. Notwithstanding this paragraph (d), Purchaser acknowledges and agrees
to the restrictions set forth in paragraph (e) below. 
 (e)        Purchaser
further understands that in the event all of the applicable requirements of Rule 144 or 701 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and
that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered
offering and otherwise than pursuant to Rule 144 or 701 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who
participate in such transactions do so at their own risk. 
 (f)        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 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. 







 5.        Restrictive Legends and
Stop-Transfer Orders. 
 (a)        Legends. The certificate
or certificates representing the Shares shall bear the following legends (as well as any legends required by the Company or applicable state and federal corporate and securities laws): 

 

	 	(i)	 THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT
WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED UNDER THE SECURITIES ACT OF 1933. 


  

	 	(ii)	 THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE HOLDER,
A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. 



(b)        Stop-Transfer Notices. Purchaser agrees that, in order to
ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records. 
 (c)        Refusal to
Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to
accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred. 

6.        No Employment Rights. Nothing in this Agreement shall affect
in any manner whatsoever the right or power of the Company, or a parent or subsidiary of the Company, to terminate Purchaser’s employment or consulting relationship, for any reason, with or without cause. 

7.        Lock-Up Agreement. In connection with the initial public
offering of the Company’s securities and upon request of the Company or the underwriters managing 







 
any underwritten offering of the Company’s securities, Purchaser agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any
securities of the Company however or whenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed one hundred
eighty (180) days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the
public offering; provided however that, if during the last 17 days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted
period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the
restrictions imposed by this subsection (a) shall continue to apply until the end of the third trading day following the expiration of the 15-day period beginning on the issuance of the earnings release or the occurrence of the material news or
material event. In no event will the restricted period extend beyond 216 days after the effective date of the registration statement. 

8.        Waiver of Statutory Information Rights. Purchaser acknowledges
and understands that, but for the waiver made herein, Purchaser would be entitled, upon written demand under oath stating the purpose thereof, to inspect for any proper purpose, and to make copies and extracts from, the Company’s stock ledger,
a list of its stockholders, and its other books and records, and the books and records of subsidiaries of the Company, if any, under the circumstances and in the manner provided in Section 220 of the General Corporation Law of Delaware (any and
all such rights, and any and all such other rights of Purchaser as may be provided for in Section 220, the “Inspection Rights”). In light of the foregoing, until the first sale of Common Stock of the Company to the general
public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended, Purchaser hereby unconditionally and irrevocably waives the Inspection Rights,
whether such Inspection Rights would be exercised or pursued directly or indirectly pursuant to Section 220 or otherwise, and covenants and agrees never to directly or indirectly commence, voluntarily aid in any way, prosecute, assign,
transfer, or cause to be commenced any claim, action, cause of action, or other proceeding to pursue or exercise the Inspection Rights. The foregoing waiver applies to the Inspection Rights of Purchaser in Purchaser’s capacity as a stockholder
and shall not affect any rights of a director, in his or her capacity as such, under Section 220. The foregoing waiver shall not apply to any contractual inspection rights of Purchaser under any written agreement with the Company. 

9.        Miscellaneous. 

(a)        Governing Law. This Agreement and all acts and transactions
pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. 







 (b)        Entire Agreement;
Enforcement of Rights. This Agreement, together with the Option Agreement and the Plan, sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges all prior or contemporaneous
discussions between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. The failure by either party to enforce any
rights under this Agreement shall not be construed as a waiver of any rights of such party. 

(c)        Severability. If one or more provisions of this Agreement are
held to be unenforceable under Applicable Laws, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such
provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms. 

(d)        Notices. Any notice required or permitted by this Agreement
shall be in writing and shall be deemed sufficient when delivered personally or sent by telegram or fax or forty-eight (48) hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to
the party to be notified at such party’s address as set forth below or as subsequently modified by written notice. 

(e)        Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. 

(f)        Successors and Assigns. The rights and benefits of this
Agreement shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and obligations of Purchaser under this Agreement may only be assigned with the prior written consent of the Company. 

(g)        California Corporate Securities Law. THE SALE OF THE
SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR
TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE
QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. 
 [Signature Page Follows] 







 The parties have executed this Exercise Agreement as of the date first set forth
above. 
  

			
	 THE COMPANY:

	
	 ZOOSK, INC.

		
	 By:
	 	  

		 	(Signature)
		
	 Name:
	 	  

		
	 Title:
	 	  

		
	 Address:
	 	  

		
		 	  

	
	 PURCHASER:

	
	 NAME

	
	  

	 (signature)

		
	 Address:
	 	  

		
		 	  



 I,
                                        ,
spouse of                     , have read and hereby approve the foregoing Agreement. In consideration of the Company’s granting my
spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be irrevocably bound by the Agreement and further agree that any community property or other such interest shall hereby by similarly bound by the Agreement. I
hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement. 
  

	
	  

	 Spouse of
                                        
(if applicable)










 ZOOSK, INC. 

2007 STOCK PLAN 

NOTICE OF STOCK OPTION GRANT 
  

			
	NAME 	 	
	Address:	 	  

		
		 	  


 You have been granted an option to purchase Common Stock of Zoosk, Inc., a Delaware
corporation (the “Company”), as follows: 
  

			
	Date of Grant:	  	 «GrantDate»

		
	Exercise Price Per Share:	  	 $«PricePerShare»

		
	Total Number of Shares:	  	 «NoOfShares»

		
	Total Exercise Price:	  	 $«TotalPrice»

		
	Type of Option:	  	 «NoSharesNSO» Shares Nonstatutory Stock Option

		
	Expiration Date:	  	 «Term»

		
	Vesting Commencement Date:	  	 «FirstVestDate»

		
	Vesting/Exercise Schedule:	  	 This Option shall be immediately exercisable on the Date of Grant.

 
 So long as your Continuous Service Status does not terminate,
the Shares underlying this Option shall vest in accordance with the following schedule: «FirstVestAmount» of the Total Number of Shares shall vest on
«FirstVestDate» and «MonthlyVestingFraction» of the Total Number of Shares shall vest on the
«MonthlyVestingDay» day of each month thereafter.

		
	Termination Period:	  	 You may exercise this Option for one month after termination of your Continuous Service Status except as set out in Section 5 of the Stock Option Agreement
(but in no event later than the Expiration Date). You are responsible for keeping track of these exercise periods following the termination of your Continuous Service Status for any reason. The Company will not provide further notice of such
periods.



  
 1 









			
		
	 Transferability:
	  	You may not transfer this Option.

 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 this Notice, the Zoosk, Inc., 2007 Stock Plan and the Stock Option Agreement, both of which are attached to and made a part of this Notice. 

In addition, you agree and acknowledge that your rights to any Shares underlying this Option will be earned only as you
provide services to the Company over time, that the grant of this Option is not as consideration for services you rendered to the Company prior to your date of hire, and that nothing in this Notice or the attached documents confers upon you any
right to continue your employment or consulting relationship with the Company for any period of time, nor does it interfere in any way with your right or the Company’s right to terminate that relationship at any time, for any reason, with or
without cause. Also, to the extent applicable, the Exercise Price Per Share has been set in good faith compliance with the applicable guidance issued by the IRS under Section 409A of the Code. However, there is no guarantee that the IRS will
agree with the valuation, and by signing below, you agree and acknowledge that the Company, its Board, officers, employees and agents shall not be held liable for any applicable costs, taxes, or penalties associated with this Option if, in fact, the
IRS or any other person (including, without limitation, a successor corporation or an acquirer in a Change of Control) were to determine that this Option constitutes deferred compensation under Section 409A of the Code. You should consult with
your own tax advisor concerning the tax consequences of such a determination by the IRS. For purposes of this paragraph, the term “Company” will be interpreted to include any Parent, Subsidiary or Affiliate. 

 

									
	OPTIONEE:	 		 	THE COMPANY:
			
	NAME	 		 	ZOOSK, INC.
					
	By:	 	  
	 		 	By:	 	  

		 	(Signature)	 		 		 	(Signature)
					
		 		 		 	Name:	 	  

					
		 		 		 	Title:	 	  



  
 2 








 ZOOSK, INC. 

2007 STOCK PLAN 

STOCK OPTION AGREEMENT 

1.        Grant of Option. Zoosk, Inc., a Delaware corporation (the
“Company”), hereby grants to                      (“Optionee”), an option (the “Option”) to
purchase the total number of shares of Common Stock (the “Shares”) set forth in the Notice of Stock Option Grant (the “Notice”), at the exercise price per Share set forth in the Notice (the “Exercise
Price”) subject to the terms, definitions and provisions of the Zoosk, Inc., 2007 Stock Plan (the “Plan”) adopted by the Company, which is incorporated in this Stock Option Agreement (this “Agreement”) by
reference. Unless otherwise defined in this Agreement, the terms used in this Agreement or the Notice shall have the meanings defined in the Plan. 

2.        Designation of Option. This Option is intended to be an
Incentive Stock Option as defined in Section 422 of the Code only to the extent so designated in the Notice, and to the extent it is not so designated or to the extent this Option does not qualify as an Incentive Stock Option, it is intended to
be a Nonstatutory Stock Option. 
 Notwithstanding the above, if designated as an Incentive Stock Option, in the event that
the Shares subject to this Option (and all other Incentive Stock Options granted to Optionee by the Company or any Parent or Subsidiary, including under other plans of the Company) that first become exercisable in any calendar year have an aggregate
fair market value (determined for each Share as of the date of grant of the option covering such Share) in excess of $100,000, the Shares in excess of $100,000 shall be treated as subject to a Nonstatutory Stock Option, in accordance with
Section 5(c) of the Plan. 
 3.        Exercise of Option. This
Option shall be exercisable during its term in accordance with the Vesting/Exercise Schedule set out in the Notice and with the provisions of Section 10 of the Plan as follows: 

(a)         Right to Exercise. 

(i)        This Option may not be exercised for a fraction of a share. 

(ii)        In the event of Optionee’s death, Disability or other termination of
Continuous Service Status, the exercisability of this Option is governed by Section 5 below, subject to the limitations contained in this Section 3. 

(iii)        In no event may this Option be exercised after the Expiration Date set
forth in the Notice. 

  
 1 








 (b)        Method of
Exercise. 
 (i)         This Option shall be exercisable by execution and
delivery of the Early Exercise Notice and Restricted Stock Purchase Agreement attached hereto as Exhibit A, the Exercise Agreement attached hereto as Exhibit B or of any other form of written notice approved for such purpose
by the Company which shall state Optionee’s election to exercise this Option, the number of Shares in respect of which this Option is being exercised, and such other representations and agreements as to the holder’s investment intent with
respect to such Shares as may be required by the Company pursuant to the provisions of the Plan. Such written notice shall be signed by Optionee and shall be delivered to the Company by such means as are determined by the Plan Administrator in its
discretion to constitute adequate delivery. The written notice shall be accompanied by payment of the aggregate Exercise Price for the purchased Shares. 

(ii)        As a condition to the exercise of this Option and as further set forth in
Section 12 of the Plan, Optionee agrees to make adequate provision for federal, state or other tax withholding obligations, if any, which arise upon the grant, vesting or exercise of this Option, or disposition of Shares, whether by
withholding, direct payment to the Company, or otherwise. 
 (iii)       The Company is
not obligated, and will have no liability for failure, to issue or deliver any Shares upon exercise of this Option unless such issuance or delivery would comply with the Applicable Laws, with such compliance determined by the Company in consultation
with its legal counsel. This Option may not be exercised until such time as the Plan has been approved by the holders of capital stock of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for
such Shares would constitute a violation of any Applicable Laws, including any applicable U.S. federal or state securities laws or any other law or regulation, including any rule under Part 221 of Title 12 of the Code of Federal
Regulations as promulgated by the Federal Reserve Board. As a condition to the exercise of this Option, the Company may require Optionee to make any representation and warranty to the Company as may be required by the Applicable Laws. Assuming such
compliance, for income tax purposes the Shares shall be considered transferred to Optionee on the date on which this Option is exercised with respect to such Shares. 

(iv)       Subject to compliance with Applicable Laws, this Option shall be deemed to be
exercised upon receipt by the Company of the appropriate written notice of exercise accompanied by the Exercise Price and the satisfaction of any applicable withholding obligations. 

4.        Method of Payment. Payment of the Exercise Price shall be by
any of the following, or a combination of the following, at the election of Optionee: 

(a)        cash or check; 

(b)        cancellation of indebtedness; 

  
 2 








 (c)        at the discretion of the Plan
Administrator on a case by case basis, by surrender of other shares of Common Stock of the Company (either directly or by stock attestation) that Optionee previously acquired and that have an aggregate Fair Market Value on the date of surrender
equal to the aggregate Exercise Price of the Shares as to which this Option is being exercised; or 

(d)        at the discretion of the Plan Administrator on a case by case basis, by
Cashless Exercise. 
 5.        Termination of Relationship. Following
the date of termination of Optionee’s Continuous Service Status for any reason (the “Termination Date”), Optionee may exercise this Option only as set forth in the Notice and this Section 5. If Optionee does not exercise
this Option within the Termination Period set forth in the Notice or the termination periods set forth below, this Option shall terminate in its entirety. In no event, may any Option be exercised after the Expiration Date of this Option as set forth
in the Notice. 
 (a)        Termination. In the event of termination
of Optionee’s Continuous Service Status other than as a result of Optionee’s Disability or death or for Cause, Optionee may, to the extent Optionee is vested in the Option Shares, exercise this Option during the Termination Period set
forth in the Notice. 
 (b)        Other Terminations. In connection
with any termination other than a termination covered by Section 5(a), Optionee may exercise this Option only as described below: 

(i)         Termination upon Disability of Optionee. In the event of
termination of Optionee’s Continuous Service Status as a result of Optionee’s Disability, Optionee may, but only within six months following the date of such termination (the “Termination Date”), exercise this Option to the
extent Optionee is vested in the Option Shares. 
 (ii)        Death of
Optionee. In the event of termination of Optionee’s Continuous Service Status as a result of Optionee’s death, or in the event of Optionee’s death within twelve months following Optionee’s Termination Date, this Option
may be exercised at any time within twelve months following the date of death (or, if earlier, the date Optionee’s Continuous Service Status terminated) by Optionee’s estate or by a person who acquired the right to exercise this Option by
bequest or inheritance, but only to the extent Optionee is vested in this Option. 

(iii)       Termination for Cause. In the event of termination of
Optionee’s Continuous Service Status for Cause, this Option (including any vested portion thereof) shall immediately terminate in its entirety upon first notification to Optionee of such termination for Cause. If Optionee’s Continuous
Service Status is suspended pending an investigation of whether Optionee’s Continuous Service Status will be terminated for Cause, all Optionee’s rights under this Option, including the right to exercise this Option, shall be suspended
during the investigation period. 

  
 3 








 6.        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 him or her. The terms of this Option shall be binding upon
the executors, administrators, heirs, successors and assigns of Optionee. 

7.        Lock-Up Agreement. In connection with the initial public
offering of the Company’s securities and upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, Optionee hereby agrees not to sell, make any short sale of, loan, grant any option for
the purchase of, or otherwise dispose of any securities of the Company however and whenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such
period of time (not to exceed 180 days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the
time of the public offering; provided however that, if during the last 17 days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the
restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules,
the restrictions imposed by this subsection (a) shall continue to apply until the end of the third trading day following the expiration of the 15-day period beginning on the issuance of the earnings release or the occurrence of the material
news or material event. In no event will the restricted period extend beyond 216 days after the effective date of the registration statement. 

8.        Effect of Agreement. Optionee acknowledges receipt of a copy
of the Plan and represents that he or she is familiar with the terms and provisions thereof (and has had an opportunity to consult counsel regarding the Option terms), and hereby accepts this Option and agrees to be bound by its contractual terms as
set forth herein and in the Plan. Optionee hereby agrees to accept as binding, conclusive and final all decisions and interpretations of the Plan Administrator regarding any questions relating to this Option. In the event of a conflict between the
terms and provisions of the Plan and the terms and provisions of the Notice and this Agreement, the Plan terms and provisions shall prevail. 

9.        Imposition of Other Requirements. The Company reserves the
right to impose other requirements on Optionee’s participation in the Plan, on the Option and on any Award or Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with Applicable
Laws or facilitate the administration of the Plan. Optionee agrees to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Furthermore, Optionee acknowledges that the laws of the country in which Optionee
is working at the time of grant, vesting and exercise of the Option or the sale of Shares received pursuant to this Agreement (including any rules or regulations governing securities, foreign exchange,


  
 4 








 
tax, labor, or other matters) may subject Optionee to additional procedural or regulatory requirements that Optionee is and will be solely responsible for and must fulfill. 

10.        Electronic Delivery. The Company may, in its sole
discretion, decide to deliver any documents related to Optionee’s current or future participation in the Plan by electronic means or to request Optionee’s consent to participate in the Plan by electronic means. Optionee hereby consents to
receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. 

11.        Miscellaneous. 

  (a)        Governing Law. This Agreement and all acts and
transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. 

  (b)        Entire Agreement; Enforcement of Rights. This
Agreement, together with the Notice of Stock Option Grant to which this Agreement is attached and the Plan, sets forth the entire agreement and understanding of the parties relating to the subject matter herein and therein and merges all prior or
contemporaneous discussions between the parties. Except as contemplated under the Plan, no modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties
to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party. 

  (c)        Severability. If one or more provisions of this
Agreement are held to be unenforceable under Applicable Laws, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then
(i) such provision shall be excluded from this Agreement, (ii) the balance of this Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of this Agreement shall be enforceable in accordance with
its terms. 
   (d)        Notices. Any notice required or
permitted by this Agreement shall be in writing and shall be deemed sufficient when delivered personally or sent by telegram or fax or forty-eight (48) hours after being deposited in the U.S. mail, as certified or registered mail, with postage
prepaid, and addressed to the party to be notified at such party’s address as set forth below or as subsequently modified by written notice. 

  (e)        Counterparts. This Agreement may be executed in
two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. 

  (f)        Successors and Assigns. The rights and benefits
of this Agreement shall inure to the benefit of, and be enforceable by the Company’s successors 

  
 5 








 
and assigns. The rights and obligations of Optionee under this Agreement may not be assigned without the prior written consent of the Company. 

[Signature Page Follows] 

  
 6 








 IN WITNESS WHEREOF, the parties have executed or caused this Agreement to be
executed by their officers thereunto duly authorized, effective as of the Date of Grant set forth in the accompanying Notice of Stock Option Grant. 
  

									
	OPTIONEE:	 		 	THE COMPANY:
			
	NAME	 		 	ZOOSK, INC.
					
	By:	 	  
	 		 	By:	 	  

		 	(Signature)	 		 		 	(Signature)
					
		 		 		 	Name:	 	  

					
		 		 		 	Title:	 	  



  
 7 








 EXHIBIT A 

ZOOSK, INC. 
 2007 STOCK
PLAN 
 EARLY EXERCISE NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENT 

This Agreement (the “Agreement”) is made as of
            , by and between Zoosk, Inc., a Delaware corporation (the “Company”), and
            (“Purchaser”). To the extent any capitalized terms used in this Agreement are not defined, they shall have the meaning ascribed to them in the
Company’s 2007 Stock Plan (the “Plan”) and the Option Agreement (as defined below). 

1.        Exercise of Option. Subject to the terms and conditions
hereof, Purchaser hereby elects to exercise his or her option to purchase             shares of the Common Stock (the “Shares”) of the Company under and pursuant to
the Plan, the Notice of Stock Option Grant and the Stock Option Agreement granted             (the “Option Agreement”).
            Shares have not yet vested under the Vesting/Exercise Schedule set forth in the Notice of Stock Option Grant (the “Unvested Shares”). The purchase price
for the Shares shall be $            per Share for a total purchase price of $            . The term
“Shares” refers to the purchased Shares and all securities received as stock dividends or splits, all securities received in replacement of the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new,
substituted or additional securities or other property to which Purchaser is entitled by reason of Purchaser’s ownership of the Shares. 

2.        Time and Place of Exercise. The purchase and sale of
the Shares under this Agreement shall occur at the principal office of the Company simultaneously with the execution and delivery of this Agreement, the payment of the aggregate exercise price by any method listed in Section 4 of the Option
Agreement, and the satisfaction of any applicable tax withholding obligations, all in accordance with the provisions of Section 3(b) of the Option Agreement. The Company shall issue the Shares to Purchaser by entering such Shares in
Purchaser’s name as of such date in the books and records of the Company or, if applicable, a duly authorized transfer agent of the Company, against payment of the exercise price therefor by Purchaser. If applicable, the Company will deliver to
Purchaser a certificate representing the Shares as soon as practicable following such date. 

3.        Limitations on Transfer. In addition to any other
limitation on transfer created by Applicable Laws, Purchaser shall not assign, encumber or dispose of any interest in the Shares while the Shares are subject to the Company’s Repurchase Option (as defined below). After any Shares have been
released from such Repurchase Option, Purchaser shall not assign, encumber or dispose of any interest in such Shares except in compliance with the provisions below and Applicable Laws. 







 (a)        Repurchase Option. 

  (i)       In the event of the voluntary or involuntary termination of
Purchaser’s Continuous Service Status for any reason (including death or Disability), with or without cause, the Company shall upon the date of such termination (the “Termination Date”) have an irrevocable, exclusive option
(the “Repurchase Option”) for a period of three months from such date to repurchase all or any portion of the Shares held by Purchaser as of the Termination Date which have not yet been released from the Company’s Repurchase
Option at the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and the like). 

  (ii)      Unless the Company notifies Purchaser within three months from the
Termination Date that it does not intend to exercise its Repurchase Option with respect to some or all of the Shares, the Repurchase Option shall be deemed automatically exercised by the Company as of the end of such three-month period following
such Termination Date, provided that the Company may notify Purchaser that it is exercising its Repurchase Option as of a date prior to the end of such three-month period. Unless Purchaser is otherwise notified by the Company pursuant to the
preceding sentence that the Company does not intend to exercise its Repurchase Option as to some or all of the Shares to which it applies at the time of termination, execution of this Agreement by Purchaser constitutes written notice to Purchaser of
the Company’s intention to exercise its Repurchase Option with respect to all Shares to which such Repurchase Option applies. The Company, at its choice, may satisfy its payment obligation to Purchaser with respect to exercise of the Repurchase
Option by either (A) delivering a check to Purchaser in the amount of the purchase price for the Shares being repurchased, or (B) in the event Purchaser is indebted to the Company, canceling an amount of such indebtedness equal to the
purchase price for the Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. In the event of any deemed automatic exercise of the
Repurchase Option pursuant to this Section 3(a)(ii) in which Purchaser is indebted to the Company, such indebtedness equal to the purchase price of the Shares being repurchased shall be deemed automatically canceled as of the end of the
three-month period following the Termination Date unless the Company otherwise satisfies its payment obligations. As a result of any repurchase of Shares pursuant to this Section 3(a), the Company shall become the legal and beneficial owner of
the Shares being repurchased and shall have all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by
Purchaser. 

  (iii)                 
 % of the Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting/Exercise Schedule set forth in the Notice of Stock Option Grant until all
Shares are released from the Repurchase Option; provided, however, that such scheduled releases from the Repurchase Option shall immediately cease as of the Termination Date. Fractional shares shall be rounded to the nearest whole share. 

(b)        Right of First Refusal. Before any Shares held by Purchaser
or any transferee of Purchaser (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its


  
 2 








 
assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section 3(b) (the “Right of First Refusal”). 

(i)         Notice of Proposed Transfer. The Holder of the Shares shall
deliver to the Company a written notice (the “Notice”) stating: (A) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (B) the name of each proposed purchaser or other transferee
(“Proposed Transferee”); (C) the number of Shares to be transferred to each Proposed Transferee; and (D) the terms and conditions of each proposed sale or transfer. The Holder shall offer the Shares at the same price (the
“Purchase Price”) and upon the same terms (or terms as similar as reasonably possible) to the Company or its assignee(s). 

(ii)       Exercise of Right of First Refusal. At any time within thirty
(30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed
Transferees, at the Purchase Price. If the terms of the proposed transfer in the Notice include consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board in good faith. 

(iii)       Payment. Payment of the Purchase Price shall be made, at the
election of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness or by any combination thereof within sixty (60) days after receipt of the Notice or in the manner and at the
times set forth in the Notice. 
 (iv)       Holder’s Right to
Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 3(b), then the Holder may sell or otherwise
transfer such Shares to that Proposed Transferee at the Purchase Price or at a higher price, provided that such sale or other transfer is consummated within one hundred twenty (120) days after the date of the Notice and provided further that
any such sale or other transfer is effected in accordance with any Applicable Laws and the Proposed Transferee agrees in writing that the provisions of this Section 3 and the waiver of statutory information rights in Section 10 shall
continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms to make
them more favorable to the Proposed Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise
transferred. 
 (v)        Exception for Certain Family Transfers.
Anything to the contrary contained in this Section 3(b) notwithstanding, the transfer of any or all of the Shares during Purchaser’s lifetime or on Purchaser’s death by will or intestacy to Purchaser’s Immediate Family or to a
trust for the benefit of Purchaser’s Immediate Family shall be exempt from the provisions of this Section 3(b). “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother
or sister. In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section 3, and there shall be no further transfer of such Shares except in accordance with the terms
of this Section 3. 

  
 3 








 (c)        Company’s Right to
Purchase upon Involuntary Transfer. In the event of any transfer by operation of law or other involuntary transfer (including death or divorce, but excluding in the event of death a transfer to Immediate Family as set forth in
Section 3(b)(v) above) of all or a portion of the Shares by the record holder thereof, the Company shall have an option to purchase all of the Shares transferred at the greater of the purchase price paid by Purchaser pursuant to this Agreement
or the Fair Market Value of the Shares on the date of transfer (as determined by the Board). Upon such a transfer, the person acquiring the Shares shall promptly notify the Secretary of the Company of such transfer. The right to purchase such Shares
shall be provided to the Company for a period of thirty (30) days following receipt by the Company of written notice by the person acquiring the Shares. 

(d)        Assignment. The right of the Company to purchase any part of
the Shares may be assigned in whole or in part to any holder or holders of capital stock of the Company or other persons or organizations. 

(e)        Restrictions Binding on Transferees. All transferees of
Shares or any interest therein will receive and hold such Shares or interest subject to the provisions of this Agreement, including, insofar as applicable, the Repurchase Option. In the event of any purchase by the Company hereunder where the Shares
or interest are held by a transferee (including any deemed purchase pursuant to Section 3(a)(ii)), the transferee shall be obligated, if requested by the Company, to transfer the Shares or interest to the Purchaser for consideration equal to
the amount to be paid by the Company hereunder. Payment of the purchase price by the Company to such transferee shall be deemed to satisfy Purchaser’s obligation to pay such transferee for such Shares or interest, and also to satisfy the
Company’s obligation to pay Purchaser for such Shares or interest. Any sale or transfer of the Shares shall be void unless the provisions of this Agreement are satisfied. 

(f)        Termination of Rights. The right of first refusal granted the
Company by Section 3(b) above and the option to repurchase the Shares in the event of an involuntary transfer granted the Company by Section 3(c) above shall terminate upon the first sale of Common Stock of the Company to the general
public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). Upon termination of such transfer
restrictions, the Company will remove any stop-transfer notices referred to in Section 6(b) below and related to the restriction in Sections 3(b) and (c) and a new certificate or certificates representing the Shares not repurchased
shall be issued, on request, without the legend referred to in Section 6(a)(ii) below. 

4.        Escrow of Unvested Shares. For purposes of facilitating the
enforcement of the provisions of Section 3 above, Purchaser agrees, immediately upon receipt of any certificate(s) for the Shares subject to the Repurchase Option, to deliver such certificate(s), together with an Assignment Separate from
Certificate in the form attached to this Agreement as Exhibit A-I executed by Purchaser and by Purchaser’s spouse (if required for transfer), in blank, to the Secretary of the Company, or the Secretary’s designee, to hold such
certificate(s) and Assignment Separate from Certificate in escrow and to take all such actions and to effectuate all such transfers and/or releases as are in accordance with the terms of this Agreement. Purchaser hereby acknowledges that the
Secretary of the Company, or the Secretary’s designee, is so 

  
 4 








 
appointed as the escrow holder with the foregoing authorities as a material inducement to make this Agreement and that said appointment is coupled with an interest and is accordingly irrevocable.
Purchaser agrees that said escrow holder shall not be liable to any party hereof (or to any other party). The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any
time. Purchaser agrees that if the Secretary of the Company, or the Secretary’s designee, resigns as escrow holder for any or no reason, the Board shall have the power to appoint a successor to serve as escrow holder pursuant to the terms of
this Agreement. 
 5.        Investment and Taxation
Representations. In connection with the purchase of the Shares, Purchaser represents to the Company the following: 

(a)        Purchaser is aware of the Company’s business affairs and financial
condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. Purchaser is purchasing the Shares for investment for Purchaser’s own account only and not with a view
to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or under any applicable provision of state law. Purchaser does not have any present intention to transfer the Shares to any other
person or entity. 
 (b)        Purchaser understands that the Shares have not been
registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser’s investment intent as expressed herein. 

(c)        Purchaser further acknowledges and understands that the securities must be
held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser further acknowledges and understands that the Company is under no obligation to register the
securities. 
 (d)        Purchaser is familiar with the provisions of
Rules 144 and 701, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of
such issuer), in a non-public offering subject to the satisfaction of certain conditions. Purchaser understands that the Company provides no assurances as to whether he or she will be able to resell any or all of the Shares pursuant to Rule 144 or
Rule 701, which rules require, among other things, that the Company be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, that resales of securities take place only after the holder of the Shares has held the
Shares for certain specified time periods, and under certain circumstances, that resales of securities be limited in volume and take place only pursuant to brokered transactions. Notwithstanding this paragraph (d), Purchaser acknowledges and agrees
to the restrictions set forth in paragraph (e) below. 
 (e)        Purchaser
further understands that in the event all of the applicable requirements of Rule 144 or 701 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and
that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement


  
 5 








 
securities other than in a registered offering and otherwise than pursuant to Rule 144 or 701 will have a substantial burden of proof in establishing that an exemption from registration is
available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. 

(f)        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 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.        Restrictive
Legends and Stop-Transfer Orders. 
 (a)        Legends. The
certificate or certificates representing the Shares shall bear the following legends (as well as any legends required by the Company applicable state and federal corporate and securities laws): 

 

	 	(i)	 THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT
WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED UNDER THE SECURITIES ACT OF 1933. 


  

	 	(ii)	 THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE HOLDER,
A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. 



(b)        Stop-Transfer Notices. Purchaser agrees that, in order to
ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records. 
 (c)        Refusal to
Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to
accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred. 

7.        No Employment Rights. Nothing in this Agreement shall affect
in any manner whatsoever the right or power of the Company, or a parent or subsidiary of the Company, to 

  
 6 








 
terminate Purchaser’s employment or consulting relationship, for any reason, with or without cause. 

8.        Section 83(b) Election. Purchaser understands that
Section 83(a) of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income the difference between the amount paid for the Shares and the Fair Market Value of the Shares as of the date any restrictions
on the Shares lapse. In this context, “restriction” means the right of the Company to buy back the Shares pursuant to the Repurchase Option set forth in Section 3(a) of this Agreement. Purchaser understands that Purchaser may
elect to be taxed at the time the Shares are purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) (an “83(b) Election”) of the Code with the Internal Revenue Service within
thirty (30) days from the date of purchase. Even if the Fair Market Value of the Shares at the time of the execution of this Agreement equals the amount paid for the Shares, the election must be made to avoid income under Section 83(a) in
the future. Purchaser understands that failure to file such an election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that an additional copy of such election form should be filed with
Purchaser’s federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase
of the Shares hereunder, does not purport to be complete, and is not intended or written to be used, and cannot be used, for the purposes of avoiding taxpayer penalties. Purchaser further acknowledges that the Company has directed Purchaser to seek
independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser’s death. 

Purchaser agrees that he will execute and deliver to the Company with this executed Agreement a copy of the Acknowledgment and
Statement of Decision Regarding Section 83(b) Election (the “Acknowledgment”), attached hereto as Exhibit A-II and, if Purchaser decides to make an 83(b) Election, a copy of the 83(b) Election, attached hereto as
Exhibit A-III. 
 9.        Lock-Up Agreement. In
connection with the initial public offering of the Company’s securities and upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, Purchaser agrees not to sell, make any short sale
of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company however or whenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters,
as the case may be, for such period of time (not to exceed one hundred eighty (180) days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the
foregoing as may be requested by the underwriters at the time of the public offering; provided however that, if during the last 17 days of the restricted period the Company issues an earnings release or material news or a material event relating to
the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, then, upon the request of the managing
underwriter, to the extent required by any FINRA rules, the restrictions imposed by this subsection (a) shall continue to apply until the end of the third trading day following the expiration of the 15-day period beginning on the issuance of
the 

  
 7 








 
earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond 216 days after the effective date of the registration
statement. 
 10.        Waiver of Statutory Information
Rights. Purchaser acknowledges and understands that, but for the waiver made herein, Purchaser would be entitled, upon written demand under oath stating the purpose thereof, to inspect for any proper purpose, and to make copies and extracts
from, the Company’s stock ledger, a list of its stockholders, and its other books and records, and the books and records of subsidiaries of the Company, if any, under the circumstances and in the manner provided in Section 220 of the
General Corporation Law of Delaware (any and all such rights, and any and all such other rights of Purchaser as may be provided for in Section 220, the “Inspection Rights”). In light of the foregoing, until the first sale of
Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended, Purchaser hereby unconditionally and
irrevocably waives the Inspection Rights, whether such Inspection Rights would be exercised or pursued directly or indirectly pursuant to Section 220 or otherwise, and covenants and agrees never to directly or indirectly commence, voluntarily
aid in any way, prosecute, assign, transfer, or cause to be commenced any claim, action, cause of action, or other proceeding to pursue or exercise the Inspection Rights. The foregoing waiver applies to the Inspection Rights of Purchaser in
Purchaser’s capacity as a stockholder and shall not affect any rights of a director, in his or her capacity as such, under Section 220. The foregoing waiver shall not apply to any contractual inspection rights of Purchaser under any
written agreement with the Company. 

11.        Miscellaneous. 

(a)        Governing Law. This Agreement and all acts and transactions
pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. 

(b)        Entire Agreement; Enforcement of Rights. This Agreement,
together with the Option Agreement and the Plan, sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges all prior or contemporaneous discussions between them. No modification of or amendment
to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a
waiver of any rights of such party. 
 (c)        Severability. If
one or more provisions of this Agreement are held to be unenforceable under Applicable Law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement
for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be
enforceable in accordance with its terms. 
 (d)        Notices. Any
notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient when delivered personally or sent by fax or 48 hours after 

  
 8 








 
being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the party to be notified at such party’s address or fax number as set forth below or
as subsequently modified by written notice. 

(e)        Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. 

(f)        Successors and Assigns. The rights and benefits of this
Agreement shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and obligations of Purchaser under this Agreement may only be assigned with the prior written consent of the Company. 

(g)        California Corporate Securities Law. THE SALE OF THE
SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR
TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE
QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. 
 [Signature Page Follows] 

  
 9 








 The parties have executed this Agreement as of the date first set forth above.

  

			
	THE COMPANY:
	
	ZOOSK, INC.
		
	By:	 	  

		 	(Signature)
		
	Name:	 	  

		
	Title:	 	  

		
	Address:	 	  

		
		 	  

	
	PURCHASER:
	
	NAME
	
	  

	(signature)
		
	Address:	 	  

		
		 	  




  
 10 








 I,
                                        ,
spouse of
                                        ,
have read and hereby approve the foregoing Agreement. In consideration of the Company’s granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be irrevocably bound by the Agreement and further agree
that any community property or other such interest shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement. 

 

	
	  

	 Spouse of
                                        
(if applicable)




  
 11 








 EXHIBIT A-I 

ASSIGNMENT SEPARATE FROM CERTIFICATE 

FOR VALUE RECEIVED and pursuant to that certain Early Exercise Notice and Restricted Stock Purchase Agreement between the
undersigned (“Purchaser”) and Zoosk, Inc., a Delaware corporation (the “Company”), dated
                     (the “Agreement”), Purchaser hereby sells, assigns and transfers unto the Company
                                        
(            ) shares of the Common Stock of the Company, standing in Purchaser’s name on the books of the Company and represented by Certificate No.
            , and hereby irrevocably constitutes and appoints
                                        
to transfer said stock on the books of the Company with full power of substitution in the premises. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE EXHIBITS THERETO. 

 

			
	Dated:	 	 

  

	
	  

	(Name)
	
	  

	(Signature)
	
	  

	 (Signature of Spouse)
  

Spouse of
                                        
(if applicable)



 Instruction: Please do not fill in any blanks other than the signature line. The purpose of this
assignment is to enable the Company to exercise its repurchase option set forth in the Agreement without requiring additional signatures on the part of Purchaser. 







 EXHIBIT A-II 

ACKNOWLEDGMENT AND STATEMENT OF DECISION 

REGARDING SECTION 83(B) ELECTION 

The undersigned (which term includes the undersigned’s spouse), a purchaser of
             shares of Common Stock of Zoosk, Inc., a Delaware corporation (the “Company”), pursuant to the Company’s 2007 Stock Plan (the
“Plan”) and the Early Exercise Notice and Restricted Stock Purchase Agreement between the Company and the undersigned, hereby states as follows: 

1.      The undersigned acknowledges receipt of a copy of the Plan relating to the offering of
such shares. The undersigned has carefully reviewed the Plan and the Early Exercise Notice and Restricted Stock Purchase Agreement pursuant to which the Shares are being purchased. 

2.      The undersigned either: 

 

					
		 	  (a)        	 	 has consulted, and has been fully advised by, the undersigned’s own tax advisor,
                                        ,
whose business address is
                                        ,
regarding the federal, state and local tax consequences of purchasing shares under the Plan, and particularly regarding the advisability of making elections pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the
“Code”) and pursuant to the corresponding provisions, if any, of applicable state law; or

			
		 	  (b)        	 	has knowingly chosen not to consult such a tax advisor.

 3.      The undersigned hereby states that the undersigned has
decided: 
  

					
		 	  (a)        	 	 to make an election pursuant to Section 83(b) of the Code, and is submitting to the Company, together with the undersigned’s executed Early
Exercise Notice and Restricted Stock Purchase Agreement, an executed form entitled “Election Under Section 83(b) of the Internal Revenue Code of 1986;” or

			
		 	  (b)        	 	 not to make an election pursuant to Section 83(b) of the Code.









 4.        Neither the Company nor any
subsidiary or representative of the Company has made any warranty or representation to the undersigned with respect to the tax consequences of the undersigned’s purchase of shares under the Plan or of the making or failure to make an election
pursuant to Section 83(b) of the Code or the corresponding provisions, if any, of applicable state law. 
  

			
	Dated:	 	 

  

	
	  

	(Name)
	
	  

	(Signature)
	
	  

	 (Signature of Spouse)
  

Spouse of                  (if applicable)




  
 2 








 EXHIBIT A-III 

ELECTION UNDER SECTION 83(B) 

OF THE INTERNAL REVENUE CODE OF 1986 

The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code, to include in
taxpayer’s gross income for the current taxable year, the amount of any compensation taxable to taxpayer in connection with taxpayer’s receipt of the property described below: 

 

	 	1.	 The name, address, taxpayer identification number and taxable year of the undersigned are as follows: 



NAME OF TAXPAYER:
                                        

 NAME OF SPOUSE:
                                        

 ADDRESS:
                                        

  

                    
                                        

 IDENTIFICATION NO. OF TAXPAYER:
                                        

 IDENTIFICATION NO. OF SPOUSE:
                                        

 TAXABLE YEAR:
                                        

  

	 	2.	 The property with respect to which the election is made is described as follows: 



                 shares of the Common
Stock of Zoosk, Inc., a Delaware corporation
                                         (the
                                        
“Company”). 
  

	 	3.	 The date on which the property was transferred is:
                 


  

	 	4.	 The property is subject to the following restrictions: 



Repurchase option at cost in favor of the Company upon termination of taxpayer’s employment or consulting relationship.

  

	 	5.	 The fair market value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms will never
lapse, of such property is: $        . 


  

	 	6.	 The amount (if any) paid for such property: $        . 









 The undersigned has submitted a copy of this statement to the person for whom the services were
performed in connection with the undersigned’s receipt of the above-described property. The transferee of such property is the person performing the services in connection with the transfer of said
property. 
 The undersigned understands that the foregoing election may not be revoked except with the consent of the Commissioner. 

 

			
	Dated:	 	 

  

	
	  

	(Name)
	
	  

	(Signature)
	
	  

	(Signature of Spouse)
	
	Spouse of                  (if applicable)









 EXHIBIT B 

ZOOSK, INC. 
 2007 STOCK
PLAN 
 EXERCISE AGREEMENT 

This Exercise Agreement (this “Agreement”) is made as of
                    , by and between Zoosk, Inc., a Delaware corporation (the “Company”), and
                         (“Purchaser”). To the extent any capitalized terms used in this Agreement are
not defined, they shall have the meaning ascribed to them in the Company’s 2007 Stock Plan (the “Plan”) and the Option Agreement (as defined below). 

1.        Exercise of Option. Subject to the terms and conditions
hereof, Purchaser hereby elects to exercise his or her option to purchase                  shares of the Common Stock (the “Shares”) of the
Company under and pursuant to the Plan, the Notice of Stock Option Grant and the Stock Option Agreement granted                  (the “Option
Agreement”). The purchase price for the Shares shall be $         per Share for a total purchase price of $        . The term
“Shares” refers to the purchased Shares and all securities received as stock dividends or splits, all securities received in replacement of the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new,
substituted or additional securities or other property to which Purchaser is entitled by reason of Purchaser’s ownership of the Shares. 

2.        Time and Place of Exercise. The purchase and sale of
the Shares under this Agreement shall occur at the principal office of the Company simultaneously with the execution and delivery of this Agreement, the payment of the aggregate exercise price by any method listed in Section 4 of the Option
Agreement, and the satisfaction of any applicable tax withholding obligations, all in accordance with the provisions of Section 3(b) of the Option Agreement. The Company shall issue the Shares to Purchaser by entering such Shares in
Purchaser’s name as of such date in the books and records of the Company or, if applicable, a duly authorized transfer agent of the Company, against payment of the exercise price therefor by Purchaser. If applicable, the Company will deliver to
Purchaser a certificate representing the Shares as soon as practicable following such date. 

3.        Limitations on Transfer. In addition to any other
limitation on transfer created by Applicable Laws, Purchaser shall not assign, encumber or dispose of any interest in the Shares except in compliance with the provisions below and Applicable Laws. 

(a)        Right of First Refusal. Before any Shares held by
Purchaser or any transferee of Purchaser (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a
right of first refusal to purchase the Shares on the terms and conditions set forth in this Section 3(a) (the “Right of First Refusal”). 







 (i)        Notice of Proposed
Transfer. The Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each
proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the terms and conditions of each proposed sale or transfer. The Holder
shall offer the Shares at the same price (the “Purchase Price”) and upon the same terms (or terms as similar as reasonably possible) to the Company or its assignee(s). 

(ii)        Exercise of Right of First Refusal. At any time within
thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the
Proposed Transferees, at the Purchase Price. If the Purchase Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board in good faith. 

(iii)        Payment. Payment of the Purchase Price shall be made, at
the election of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness, or by any combination thereof within sixty (60) days after receipt of the Notice or in the manner and at
the times set forth in the Notice. 
 (iv)        Holder’s Right to
Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 3(a), then the Holder may sell or otherwise
transfer such Shares to that Proposed Transferee at the Purchase Price or at a higher price, provided that such sale or other transfer is consummated within one hundred twenty (120) days after the date of the Notice and provided further that
any such sale or other transfer is effected in accordance with any Applicable Laws and the Proposed Transferee agrees in writing that the provisions of this Section 3 and the waiver of statutory information rights in Section 8 shall
continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms to make
them more favorable to the Proposed Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise
transferred. 
 (v)        Exception for Certain Family Transfers.
Anything to the contrary contained in this Section 3(a) notwithstanding, and provided that such transfer complies with Applicable Laws, the transfer of any or all of the Shares during Purchaser’s lifetime or on Purchaser’s death by
will or intestacy to Purchaser’s Immediate Family or a trust for the benefit of Purchaser’s Immediate Family shall be exempt from the provisions of this Section 3(a). “Immediate Family” as used herein shall mean
spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section 3, and there shall be no
further transfer of such Shares except in accordance with the terms of this Section 3. 

(b)        Company’s Right to Purchase upon Involuntary Transfer.
In the event of any transfer by operation of law or other involuntary transfer (including death or 







 
divorce, but excluding a transfer to Immediate Family as set forth in Section 3(a)(v) above) of all or a portion of the Shares by the record holder thereof, the Company shall have an option
to purchase all of the Shares transferred at the greater of the purchase price paid by Purchaser pursuant to this Agreement or the Fair Market Value of the Shares on the date of transfer (as determined by the Board). Upon such a transfer, the person
acquiring the Shares shall promptly notify the Secretary of the Company of such transfer. The right to purchase such Shares shall be provided to the Company for a period of thirty (30) days following receipt by the Company of written notice by
the person acquiring the Shares. 
 (c)        Assignment. The right
of the Company to purchase any part of the Shares may be assigned in whole or in part to any holder or holders of capital stock of the Company or other persons or organizations. 

(d)        Restrictions Binding on Transferees. All transferees of
Shares or any interest therein will receive and hold such Shares or interest subject to the provisions of this Agreement. Any sale or transfer of the Company’s Shares shall be void unless the provisions of this Agreement are satisfied. 

(e)        Termination of Rights. The right of first refusal granted the
Company by Section 3(a) above and the option to repurchase the Shares in the event of an involuntary transfer granted the Company by Section 3(b) above shall terminate upon the first sale of Common Stock of the Company to the general
public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). Upon termination of the right of first
refusal described in Section 3(a) above the Company will remove any stop-transfer notices referred to in Section 5(b) below and related to the restrictions in this Section 3 and, if certificates are issued, a new certificate or
certificates representing the Shares not repurchased shall be issued, on request, without the legend referred to in Section 5(a)(ii) below and delivered to Purchaser. 

4.        Investment and Taxation Representations. In connection with
the purchase of the Shares, Purchaser represents to the Company the following: 

(a)        Purchaser is aware of the Company’s business affairs and financial
condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. Purchaser is purchasing these securities for investment for his or her own account only and not with a view
to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or under any applicable provision of state law. Purchaser does not have any present intention to transfer the Shares to any person or
entity. 
 (b)        Purchaser understands that the Shares have not been registered
under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser’s investment intent as expressed herein. 

(c)        Purchaser further acknowledges and understands that the securities must be
held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser further acknowledges and understands 







 
that the Company is under no obligation to register the securities. Purchaser understands that the certificate(s) evidencing the securities will be imprinted with a legend which prohibits the
transfer of the securities unless they are registered or such registration is not required in the opinion of counsel for the Company. 

(d)        Purchaser is familiar with the provisions of Rules 144 and 701, each
promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a non-public
offering subject to the satisfaction of certain conditions. Purchaser understands that the Company provides no assurances as to whether he or she will be able to resell any or all of the Shares pursuant to Rule 144 or Rule 701, which rules require,
among other things, that the Company be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, that resales of securities take place only after the holder of the Shares has held the Shares for certain specified
time periods, and under certain circumstances, that resales of securities be limited in volume and take place only pursuant to brokered transactions. Notwithstanding this paragraph (d), Purchaser acknowledges and agrees to the restrictions set forth
in paragraph (e) below. 
 (e)        Purchaser further understands that in the
event all of the applicable requirements of Rule 144 or 701 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact
that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant
to Rule 144 or 701 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so
at their own risk. 
 (f)        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 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. 

5.        Restrictive Legends and Stop-Transfer Orders. 

(a)        Legends. The certificate or certificates representing
the Shares shall bear the following legends (as well as any legends required by the Company or applicable state and federal corporate and securities laws): 
  

	 	(i)	 THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT
WITH A VIEW TO, OR IN 










	 	 
CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. 


  

	 	(ii)	 THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE HOLDER,
A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. 



(b)        Stop-Transfer Notices. Purchaser agrees that, in order to
ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records. 
 (c)        Refusal to
Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to
accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred. 

6.        No Employment Rights. Nothing in this Agreement shall affect
in any manner whatsoever the right or power of the Company, or a parent or subsidiary of the Company, to terminate Purchaser’s employment or consulting relationship, for any reason, with or without cause. 

7.        Lock-Up Agreement. In connection with the initial public
offering of the Company’s securities and upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, Purchaser agrees not to sell, make any short sale of, loan, grant any option for the
purchase of, or otherwise dispose of any securities of the Company however or whenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such
period of time (not to exceed one hundred eighty (180) days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested
by the underwriters at the time of the public offering; provided however that, if during the last 17 days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior
to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent
required by any FINRA rules, the restrictions imposed by this subsection (a) shall continue to apply until the end of the third trading day following the expiration of the 15-day period beginning on the issuance of the








 
earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond 216 days after the effective date of the registration statement.

 8.        Waiver of Statutory Information Rights. Purchaser
acknowledges and understands that, but for the waiver made herein, Purchaser would be entitled, upon written demand under oath stating the purpose thereof, to inspect for any proper purpose, and to make copies and extracts from, the Company’s
stock ledger, a list of its stockholders, and its other books and records, and the books and records of subsidiaries of the Company, if any, under the circumstances and in the manner provided in Section 220 of the General Corporation Law of
Delaware (any and all such rights, and any and all such other rights of Purchaser as may be provided for in Section 220, the “Inspection Rights”). In light of the foregoing, until the first sale of Common Stock of the Company
to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended, Purchaser hereby unconditionally and irrevocably waives the
Inspection Rights, whether such Inspection Rights would be exercised or pursued directly or indirectly pursuant to Section 220 or otherwise, and covenants and agrees never to directly or indirectly commence, voluntarily aid in any way,
prosecute, assign, transfer, or cause to be commenced any claim, action, cause of action, or other proceeding to pursue or exercise the Inspection Rights. The foregoing waiver applies to the Inspection Rights of Purchaser in Purchaser’s
capacity as a stockholder and shall not affect any rights of a director, in his or her capacity as such, under Section 220. The foregoing waiver shall not apply to any contractual inspection rights of Purchaser under any written agreement with
the Company. 
 9.        Miscellaneous. 

(a)        Governing Law. This Agreement and all acts and transactions
pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. 

(b)        Entire Agreement; Enforcement of Rights. This Agreement,
together with the Option Agreement and the Plan, sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges all prior or contemporaneous discussions between them. No modification of or amendment
to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a
waiver of any rights of such party. 
 (c)        Severability. If one
or more provisions of this Agreement are held to be unenforceable under Applicable Laws, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for
such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in
accordance with its terms. 
 (d)        Notices. Any notice required
or permitted by this Agreement shall be in writing and shall be deemed sufficient when delivered personally or sent by telegram or fax or 







 
forty-eight (48) hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the party to be notified at such party’s address
as set forth below or as subsequently modified by written notice. 

(e)        Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. 

(f)        Successors and Assigns. The rights and benefits of this
Agreement shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and obligations of Purchaser under this Agreement may only be assigned with the prior written consent of the Company. 

(g)        California Corporate Securities Law. THE SALE OF THE
SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR
TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE
QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. 
 [Signature Page Follows] 







 The parties have executed this Exercise Agreement as of the date first set forth
above. 
  

			
	THE COMPANY:
	
	ZOOSK, INC.
		
	By:	 	  

		 	(Signature)
		
	Name:	 	  

		
	Title:	 	  

		
	Address:	 	  

		
		 	  

	
	PURCHASER:
	
	NAME
	
	  

	(signature)
		
	Address:	 	  

		
		 	  










 I,
                                        ,
spouse of                     , have read and hereby approve the foregoing Agreement. In consideration of the Company’s granting my
spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be irrevocably bound by the Agreement and further agree that any community property or other such interest shall hereby by similarly bound by the Agreement. I
hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement. 
  

	
	  

	Spouse of                  (if applicable)