SECURITY AGREEMENT


 


This SECURITY AGREEMENT (the “Security
Agreement”) dated as of December 31, 2012, and made effective as of February 22, 2013, is executed by SOCIAL REALITY,
INC., a Delaware corporation (the “Debtor”), with its chief executive offices located at 225 Santa
Monica Blvd., 6th Floor, Santa Monica, CA 90401, and TCA Global Credit Master Fund, LP (the “Secured
Party”).


 


RECITALS:


 


WHEREAS, Debtor desires
to borrow funds and obtain financial accommodations from Secured Party pursuant to that certain Credit Agreement of even date herewith
among Debtor and Secured Party (the “Credit Agreement”).


 


NOW, THEREFORE, in
consideration of the credit extended now and in the future by Secured Party to the Debtor and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Debtor and Secured Party hereby agree as follows:


 


AGREEMENTS:


 


		1	DEFINITIONS. 



 


1.1          Defined
Terms. Capitalized terms used but not otherwise defined in this Security Agreement (including the Recitals) shall have the
meanings ascribed to them in the Credit Agreement. For the purposes of this Security Agreement, the following capitalized words
and phrases shall have the meanings set forth below.


 


(a)          “Capital
Securities” shall mean, with respect to any Person, all shares, interests, participations or other equivalents (however
designated, whether voting or non-voting) of such Person’s capital, whether now outstanding or issued or acquired after the
date hereof, including common shares, preferred shares, membership interests in a limited liability company, limited or general
partnership interests in a partnership or any other equivalent of such ownership interest. 


 


(b)          “Collateral”
shall have the meaning set forth in Section 2.1 hereof. 


 


(c)          “Obligor”
shall mean Debtor, or any other party liable with respect to the Obligations. 


 


(d)          “Organizational
Identification Number” means, with respect to Debtor, the organizational identification number assigned to Debtor
by the applicable governmental unit or agency of the jurisdiction of organization of Debtor, if any. 


 


(e)          “Taxes”
shall mean any and all present and future taxes, duties, levies, imposts, deductions, assessments, charges or withholdings, and
any and all liabilities (including interest and penalties and other additions to taxes) with respect to the foregoing. 


 




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(f)          “Unmatured
Event of Default” shall mean any event which, with the giving of notice, the passage of time or both, would constitute
an Event of Default. 


 


1.2          Other
Terms Defined in UCC. All other capitalized words and phrases used herein and not otherwise specifically defined herein or
in the Credit Agreement shall have the respective meanings assigned to such terms in the UCC, to the extent the same are used or
defined therein.


 


1.3          Other
Interpretive Provisions.


 


(a)          The
meanings of defined terms are equally applicable to the singular and plural forms of the defined terms. Whenever the context so
requires, the neuter gender includes the masculine and feminine, the single number includes the plural, and vice versa, and in
particular the word “Debtor” shall be so construed.


 


(b)          Section
and Schedule references are to this Security Agreement unless otherwise specified. The words “hereof”, “herein”
and “hereunder” and words of similar import when used in this Security Agreement shall refer to this Security Agreement
as a whole and not to any particular provision of this Security Agreement


 


(c)          The
term “including” is not limiting, and means “including, without limitation”.


 


(d)          In
the computation of periods of time from a specified date to a later specified date, the word “from” means “from
and including”; the words “to” and “until” each mean “to but excluding”, and the word
“through” means “to and including”.


 


(e)          Unless
otherwise expressly provided herein: (i) references to agreements (including this Security Agreement and the other Loan Documents)
and other contractual instruments shall be deemed to include all subsequent amendments, restatements, supplements and other modifications
thereto, but only to the extent such amendments, restatements, supplements and other modifications are not prohibited by the terms
of any Loan Document; and (ii) references to any statute or regulation shall be construed as including all statutory and regulatory
provisions amending, replacing, supplementing or interpreting such statute or regulation.


 


(f)          To
the extent any of the provisions of the other Loan Documents are inconsistent with the terms of this Security Agreement, the provisions
of this Security Agreement shall govern.


 


(g)          This
Security Agreement and the other Loan Documents may use several different limitations, tests or measurements to regulate the same
or similar matters. All such limitations, tests and measurements are cumulative and each shall be performed in accordance with
its terms.


 




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		2	SECURITY FOR THE OBLIGATIONS. 



 


2.1          Security
for Obligations. As security for the payment and performance of the Obligations, Debtor does hereby pledge, assign, transfer,
deliver and grant to Secured Party, for its own benefit and as agent for its Affiliates, a continuing and unconditional first priority
security interest in and to any and all property of Debtor, of any kind or description, tangible or intangible, wheresoever located
and whether now existing or hereafter arising or acquired, including the following (all of which property for Debtor, along with
the products and proceeds therefrom, are individually and collectively referred to as the “Collateral”):


 


(a)          all
property of, or for the account of, Debtor now or hereafter coming into the possession, control or custody of, or in transit to,
Secured Party or any agent or bailee for Secured Party or any parent, affiliate or subsidiary of Secured Party or any participant
with Secured Party in the Obligations (whether for safekeeping, deposit, collection, custody, pledge, transmission or otherwise),
including all cash, earnings, dividends, interest, or other rights in connection therewith and the products and proceeds therefrom,
including the proceeds of insurance thereon; and


 


(b)          the
additional property of Debtor, whether now existing or hereafter arising or acquired, and wherever now or hereafter located, together
with all additions and accessions thereto, substitutions, betterments and replacements therefor, products and Proceeds therefrom,
and all of Debtor’s books and records and recorded data relating thereto (regardless of the medium of recording or storage),
together with all of Debtor's right, title and interest in and to all computer software required to utilize, create, maintain and
process any such records or data on electronic media, identified and set forth as follows:


 


(i)          All
Accounts and all goods whose sale, lease or other disposition by Debtor has given rise to Accounts and have been returned to, or
repossessed or stopped in transit by, Debtor, or rejected or refused by an Account Debtor;


 


(ii)         All
Inventory, including raw materials, work-in-process and finished goods;


 


(iii)        All
goods (other than Inventory), including embedded software, Equipment, vehicles, furniture and Fixtures;


 


(iv)        All
Software and computer programs;


 


(v)         All
Securities, Investment Property, Financial Assets and Deposit Accounts, specifically including the Lock Box Account, and all funds
at any time deposited therewith, and all funds and amounts reserved or held back by any Payment Processing Companies;


 


(vi)        All
Chattel Paper, Electronic Chattel Paper, Instruments, Documents, Letter of Credit Rights, all proceeds of letters of credit, Health-Care-Insurance
Receivables, Supporting Obligations, notes secured by real estate, Commercial Tort Claims and General Intangibles, including Payment
Intangibles; and


 




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(vii)       All
real estate property owned by Debtor and the interest of Debtor in fixtures related to such real property;


 


(viii)      All
Proceeds (whether Cash Proceeds or Non-cash Proceeds) of the foregoing property, including all insurance policies and proceeds
of insurance payable by reason of loss or damage to the foregoing property, including unearned premiums, and of eminent domain
or condemnation awards.


 


2.2           Possession
and Transfer of Collateral. Until an Event of Default has occurred, but subject to Secured Party’s rights under the Credit
Agreement (specifically with respect to Secured Party’s rights to use and apply money in the Lock Box Account), Debtor shall
be entitled to possession and use of the Collateral (other than Instruments or Documents (including Tangible Chattel Paper and
Investment Property consisting of certificated securities) and other Collateral required to be delivered to Secured Party pursuant
to this Section 2). The cancellation or surrender of any promissory note evidencing an Obligation, upon payment or otherwise, shall
not affect the right of Secured Party to retain the Collateral for any other of the Obligations, except upon payment in full of
the Obligations. Debtor shall not sell, assign (by operation of law or otherwise), license, lease or otherwise dispose of, or grant
any option with respect to any of the Collateral, except as permitted pursuant to the Credit Agreement.


 


2.3           Financing
Statements. Debtor authorizes Secured Party to prepare and file such financing statements, amendments and other documents and
do such acts as Secured Party deems necessary in order to establish and maintain valid, attached and perfected, first priority
security interests in the Collateral in favor of Secured Party, for its own benefit and as agent for its Affiliates, free and clear
of all Liens and claims and rights of third parties whatsoever, except Permitted Liens. Debtor hereby irrevocably authorizes Secured
Party at any time, and from time to time, to file in any jurisdiction any initial financing statements and amendments thereto that:
(a) indicate the Collateral: (i) is comprised of all assets of Debtor (or words of similar effect), regardless of whether any particular
asset comprising a part of the Collateral falls within the scope of Article 9 of the UCC of the jurisdiction wherein such financing
statement or amendment is filed; or (ii) as being of an equal or lesser scope or within greater detail as the grant of the security
interest set forth herein; and (b) contain any other information required by Section 5 of Article 9 of the UCC of the jurisdiction
wherein such financing statement or amendment is filed regarding the sufficiency or filing office acceptance of any financing statement
or amendment, including: (A) whether Debtor is an organization, the type of organization and any Organizational Identification
Number issued to Debtor; and (B) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted
collateral or timber to be cut, a sufficient description of the real property to which the Collateral relates. Debtor agrees to
furnish any such information to Secured Party promptly upon request. In addition, Debtor shall make appropriate entries on its
books and records disclosing the security interests of Secured Party, for its own benefit and as agent for its Affiliates, in the
Collateral. Debtor hereby agrees that a photogenic or other reproduction of this Security Agreement is sufficient for filing as
a financing statement and Debtor authorizes Secured Party to file this Security Agreement as a financing statement in any jurisdiction.


 




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2.4           Preservation
of the Collateral. Secured Party may, but is not required to, take such actions from time to time as Secured Party deems appropriate
to maintain or protect the Collateral. Secured Party shall have exercised reasonable care in the custody and preservation of the
Collateral if Secured Party takes such action as Debtor shall reasonably request in writing which is not inconsistent with Secured
Party’s status as a secured party, but the failure of Secured Party to comply with any such request shall not be deemed
a failure to exercise reasonable care; provided, however, Secured Party’s responsibility for the safekeeping
of the Collateral shall: (i) be deemed reasonable if such Collateral is accorded treatment substantially equal to that which Secured
Party accords its own property; and (ii) not extend to matters beyond the control of Secured Party, including acts of God, war,
insurrection, riot or governmental actions. In addition, any failure of Secured Party to preserve or protect any rights with respect
to the Collateral against prior or third parties, or to do any act with respect to preservation of the Collateral, not so requested
by Debtor, shall not be deemed a failure to exercise reasonable care in the custody or preservation of the Collateral. Debtor
shall have the sole responsibility for taking such action as may be necessary, from time to time, to preserve all rights of Debtor
and Secured Party in the applicable Collateral against prior or third parties. Without limiting the generality of the foregoing,
where Collateral consists, in whole or in part, of Capital Securities, Debtor represents to, and covenants with, Secured Party
that Debtor has made arrangements for keeping informed of changes or potential changes affecting the Capital Securities (including
rights to convert or subscribe, payment of dividends, reorganization or other exchanges, tender offers and voting rights), and
Debtor agrees that Secured Party shall have no responsibility or liability for informing Debtor of any such or other changes or
potential changes or for taking any action or omitting to take any action with respect thereto.


 


2.5           Other
Actions as to any and all Collateral. Debtor further agrees to take any other action reasonably requested by Secured Party
to ensure the attachment, perfection and first priority of, and the ability of Secured Party to enforce, the security interest
of Secured Party, for its own benefit and as agent for its Affiliates, in any and all of the Collateral, including: (i) causing
Secured Party’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition
to attachment, perfection or priority of, or ability of the bank to enforce, the security interest of Secured Party, for its own
benefit and as agent for its Affiliates, in such Collateral; (ii) complying with any provision of any statute, regulation or treaty
of the United States as to any material portion of the Collateral as soon as possible but not more than forty-five (45) days after
such request if compliance with such provision is a condition to attachment, perfection or priority of, or ability of Secured Party
to enforce, the security interest of Secured Party, for its own benefit and as agent for its Affiliates, in such Collateral; (iii)
obtaining governmental and other third party consents and approvals, including, without limitation, any consent of any licensor,
lessor or other Person with authority or control over or an interest in any material portion of the Collateral as soon as possible
but not more than forty-five (45) days after such request; (iv) obtaining waivers from mortgagees and landlords in form and substance
reasonably satisfactory to Secured Party which affect any material portion of the Collateral as soon as possible but not more than
forty-five (45) days after such request; and (v) taking all actions required by the UCC in effect from time to time or by other
law, as applicable in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction. Debtor further
agrees to indemnify and hold Secured Party harmless against claims of any Persons not a party to this Security Agreement concerning
disputes arising over the Collateral, except to the extent resulting from the gross negligence or willful misconduct of Secured
Party or its Affiliates.


 




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2.6           Collateral
in the Possession of a Warehouseman or Bailee. If any material portion of the Collateral at any time is in the possession of
a warehouseman or bailee, Debtor shall promptly notify Secured Party thereof, and, as soon as possible, but not more than forty-five
(45) days later, shall obtain a Collateral Access Agreement in form and substance reasonably satisfactory to Secured Party from
such warehouseman or bailee. 


 


2.7           Letter-of-Credit
Rights. If Debtor at any time is a beneficiary under a letter of credit now or hereafter issued in favor of Debtor, Debtor
shall promptly notify Secured Party thereof and, at the request and option of Secured Party, Debtor shall, pursuant to an agreement
in form and substance reasonably satisfactory to Secured Party, either: (i) arrange for the issuer and any confirmer of such letter
of credit to consent to an assignment to Secured Party, for its own benefit and as agent for its Affiliates, of the proceeds of
any drawing under the letter of credit; or (ii) arrange for Secured Party, for its own benefit and as agent for its Affiliates,
to become the transferee beneficiary of the letter of credit, with Secured Party agreeing, in each case, that the proceeds of any
drawing under the letter to credit are to be applied as provided in the Credit Agreement.


 


2.8           Commercial
Tort Claims. If Debtor shall at any time hold or acquire a Commercial Tort Claim, Debtor shall promptly notify Secured Party
in writing signed by Debtor of the details thereof and grant to Secured Party, for its own benefit and as agent for its Affiliates,
in such written notice or other written instrument, a security interest therein and in the proceeds thereof, all upon the terms
of this Security Agreement, in each case in form and substance reasonably satisfactory to Secured Party, and shall execute any
amendments hereto deemed reasonably necessary by Secured Party to perfect the security interest of Secured Party, for its own benefit
and as agent for its Affiliates, in such Commercial Tort Claim.


 


2.9           Electronic
Chattel Paper and Transferable Records. If Debtor at any time holds or acquires an interest in any electronic chattel paper
or any “transferable record”, as that term is defined in Section 201 of the federal Electronic Signatures in Global
and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction,
Debtor shall promptly notify Secured Party thereof and, at the request of Secured Party, shall take such action as Secured Party
may reasonably request to vest in Secured Party control under Section 9-105 of the UCC of such electronic chattel paper or control
under Section 201 of the federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of
the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. Secured Party agrees
with Debtor that Secured Party will arrange, pursuant to procedures reasonably satisfactory to Secured Party and so long as such
procedures will not result in Secured Party’s loss of control, for Debtor to make alterations to the electronic chattel paper
or transferable record permitted under Section 9-105 of the UCC or, as the case may be, Section 201 of the federal Electronic Signatures
in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act, for a party in control to make without
loss of control.


 




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		3	REPRESENTATIONS AND WARRANTIES. 



 


Debtor makes the following
representations and warranties to Secured Party:


 


3.1           Debtor
Organization and Name. Debtor is a corporation duly organized, existing and in good standing under the laws of its State of
organization, with full and adequate power to carry on and conduct its business as presently conducted. Debtor is duly licensed
or qualified in all foreign jurisdictions wherein the nature of its activities requires such qualification or licensing, except
where the failure to so qualify would not result in a Material Adverse Effect. Debtor’s Organizational Identification Number
is set forth in the Credit Agreement. The exact legal name of Debtor is as set forth in the first paragraph of this Security Agreement,
and Debtor currently does not conduct, nor has it during the last five (5) years conducted, business under any other name or trade
name.


 


3.2           Authorization.
Debtor has full right, power and authority to enter into this Security Agreement and to perform all of its duties and obligations
under this Security Agreement. The execution and delivery of this Security Agreement and the other Loan Documents will not, nor
will the observance or performance of any of the matters and things herein or therein set forth, violate or contravene any provision
of law or of the articles of incorporation or by-laws of Debtor. All necessary and appropriate action has been taken on
the part of Debtor to authorize the execution and delivery of this Security Agreement.


 


3.3           Validity
and Binding Nature. This Security Agreement is the legal, valid and binding obligation of Debtor, enforceable against Debtor
in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors' rights
generally and to general principles of equity.


 


3.4           Consent;
Absence of Breach. The execution, delivery and performance of this Security Agreement and any other documents or instruments
to be executed and delivered by Debtor in connection herewith, do not and will not: (a) require any consent, approval, authorization,
or filings with, notice to or other act by or in respect of, any governmental authority or any other Person (other than filings
or notices pursuant to federal or state securities laws or other than any consent or approval which has been obtained and is in
full force and effect); (b) conflict with: (i) any provision of law or any applicable regulation, order, writ, injunction or decree
of any court or governmental authority; (ii) the articles of incorporation, bylaws or other organic or governance document of Debtor;
or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon Debtor
or any of its properties or assets; or (c) require, or result in, the creation or imposition of any Lien on any asset of Debtor,
other than Liens in favor of Secured Party created pursuant to this Security Agreement and Permitted Liens.


 


3.5           Ownership
of Collateral; Liens. Debtor is the sole owner of all the Collateral, free and clear of all Liens, charges and claims (including
infringement claims with respect to patents, trademarks, service marks, copyrights and other intellectual property rights), other
than Permitted Liens.


 




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3.6           Adverse
Circumstances. No condition, circumstance, event, agreement, document, instrument, restriction, litigation or proceeding (or
threatened litigation or proceeding or basis therefor) exists which: (i) would have a Material Adverse Effect upon Debtor; or (ii)
would constitute an Event of Default or an Unmatured Event of Default.


 


3.7           Security
Interest. This Security Agreement creates a valid security interest in favor of Secured Party in the Collateral and, when properly
perfected by filing in the appropriate jurisdictions, or by possession or Control of such Collateral by Secured Party or delivery
of such Collateral to Secured Party, shall constitute a valid, perfected, first-priority security interest in such Collateral.


 


3.8           Place
of Business. The principal place of business and books and records of Debtor is set forth in the preamble to this Security
Agreement, and the location of all Collateral, if other than at such principal place of business, is as set forth on Schedule
3.8 attached hereto and made a part hereof, and Debtor shall promptly notify Secured Party of any change in such locations.
Debtor will not remove or permit the Collateral to be removed from such locations without the prior written consent of Secured
Party, except as permitted pursuant to the Credit Agreement.


 


3.9           Complete
Information. This Security Agreement and all financial statements, schedules, certificates, confirmations, agreements, contracts,
and other materials and information heretofore or contemporaneously herewith furnished in writing by Debtor to Secured Party for
purposes of, or in connection with, this Security Agreement and the transactions contemplated hereby is, and all written information
hereafter furnished by or on behalf of Debtor to Secured Party pursuant hereto or in connection herewith will be, true and accurate
in every material respect on the date as of which such information is dated or certified, and none of such information is or will
be incomplete by omitting to state any material fact necessary to make such information not misleading in light of the circumstances
under which made (it being recognized by Secured Party that any projections and forecasts provided by Debtor are based on good
faith estimates and assumptions believed by Debtor to be reasonable as of the date of the applicable projections or assumptions
and that actual results during the period or periods covered by any such projections and forecasts may differ from projected or
forecasted results).


 


		4	REMEDIES. 



 


Upon the occurrence
of any default in the payment or performance of any of the covenants, conditions and agreements contained in this Security Agreement
or any other Event of Default, Secured Party shall have all rights, powers and remedies set forth in this Security Agreement or
the other Loan Documents or in any other written agreement or instrument relating to any of the Obligations or any security therefor,
as a secured party under the UCC or as otherwise provided at law or in equity. Without limiting the generality of the foregoing,
Secured Party may, at its option upon the occurrence of an Event of Default, declare its commitments to Debtor to be terminated
and all Obligations to be immediately due and payable, or, if provided in the Loan Documents, all commitments of Secured Party
to Debtor shall immediately terminate and all Obligations shall be automatically due and payable, all without demand, notice or
further action of any kind required on the part of Secured Party. Debtor hereby waives any and all presentment, demand, notice
of dishonor, protest, and all other notices and demands in connection with the enforcement of Secured Party’s rights under
the Loan Documents, and hereby consents to, and waives notice of release, with or without consideration, of any Collateral, notwithstanding
anything contained herein or in the Loan Documents to the contrary. In addition to the foregoing:


 




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4.1           Possession
and Assembly of Collateral. Secured Party may, without notice, demand or the initiation of legal process of any kind, take
possession of any or all of the Collateral (in addition to Collateral of which Secured Party already has possession), wherever
it may be found, and for that purpose may pursue the same wherever it may be found, and may at any time enter into any of Debtor’s
premises where any of the Collateral may be or is supposed to be, and search for, take possession of, remove, keep and store any
of the Collateral until the same shall be sold or otherwise disposed of and Secured Party shall have the right to store and conduct
a sale of the same in any of Debtor’s premises without cost to Secured Party. At Secured Party’s request, Debtor will,
at Debtor’s sole expense, assemble the Collateral and make it available to Secured Party at a place or places to be designated
by Secured Party which is reasonably convenient to Secured Party and Debtor.


 


4.2           Sale
of Collateral. Secured Party may sell any or all of the Collateral at public or private sale, upon such terms and conditions
as Secured Party may deem proper, and Secured Party may purchase any or all of the Collateral at any such sale. Debtor acknowledges
that Secured Party may be unable to effect a public sale of all or any portion of the Collateral because of certain legal and/or
practical restrictions and provisions which may be applicable to the Collateral and, therefore, may be compelled to resort to one
or more private sales to a restricted group of offerees and purchasers. Debtor consents to any such private sale so made even though
at places and upon terms less favorable than if the Collateral were sold at public sale. Secured Party shall have no obligation
to clean-up or otherwise prepare the Collateral for sale. Secured Party may apply the net proceeds, after deducting all costs,
expenses, attorneys’ and paralegals’ fees incurred or paid at any time in the collection, protection and sale of the
Collateral and the Obligations, to the payment of the Obligations, returning the excess proceeds, if any, to Debtor. Debtor shall
remain liable for any amount remaining unpaid after such application, with interest at the Default Rate. Any notification of intended
disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by Secured Party
at least ten (10) calendar days before the date of such disposition. Debtor hereby confirms, approves and ratifies all acts and
deeds of Secured Party relating to the foregoing, and each part thereof, and expressly waives any and all claims of any nature,
kind or description which it has or may hereafter have against Secured Party or its representatives, by reason of taking, selling
or collecting any portion of the Collateral. Debtor consents to releases of the Collateral at any time (including prior to default)
and to sales of the Collateral in groups, parcels or portions, or as an entirety, as Secured Party shall deem appropriate. Debtor
expressly absolves Secured Party from any loss or decline in market value of any Collateral by reason of delay in the enforcement
or assertion or non-enforcement of any rights or remedies under this Security Agreement.


 




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4.3           Standards
for Exercising Remedies. To the extent that applicable law imposes duties on Secured Party to exercise remedies in
a commercially reasonable manner, Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party: (i)
to incur expenses deemed necessary by Secured Party to prepare Collateral for disposition or otherwise to complete raw material
or work-in-process into finished goods or other finished products for disposition; (ii) to fail to obtain third party consents
for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third
party consents for the collection or disposition of Collateral to be collected or disposed of; (iii) to fail to exercise collection
remedies against Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse
claims against Collateral; (iv) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral
directly or through the use of collection agencies and other collection specialists; (v) to advertise dispositions of Collateral
through publications or media of general circulation, whether or not the Collateral is of a specialized nature; (vi) to contact
other Persons, whether or not in the same business as Debtor, for expressions of interest in acquiring all or any portion of the
Collateral; (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the
Collateral is of a specialized nature; (viii) to dispose of Collateral by utilizing internet sites that provide for the auction
of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and
sellers of assets; (ix) to dispose of assets in wholesale rather than retail markets; (x) to disclaim disposition warranties,
including any warranties of title; (xi) to purchase insurance or credit enhancements to insure Secured Party against risks of
loss, collection or disposition of Collateral or to provide to Secured Party a guaranteed return from the collection or disposition
of Collateral; or (xii) to the extent deemed appropriate by Secured Party, to obtain the services of other brokers, investment
bankers, consultants and other professionals to assist Secured Party in the collection or disposition of any of the Collateral.
Debtor acknowledges that the purpose of this section is to provide non-exhaustive indications of what actions or omissions by
Secured Party would not be commercially unreasonable in Secured Party’s exercise of remedies against the Collateral and
that other actions or omissions by Secured Party shall not be deemed commercially unreasonable solely on account of not being
indicated in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant
any rights to Debtor or to impose any duties on Secured Party that would not have been granted or imposed by this Security Agreement
or by applicable law in the absence of this Section.


 


4.4           UCC
and Offset Rights. Secured Party may exercise, from time to time, any and all rights and remedies available to it under the
UCC or under any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Security
Agreement or in any other agreements between any Obligor and Secured Party, and may, without demand or notice of any kind, appropriate
and apply toward the payment of such of the Obligations, whether matured or unmatured, including costs of collection and attorneys’
and paralegals’ fees and costs, and in such order of application as Secured Party may, from time to time, elect, any indebtedness
of Secured Party to any Obligor, however created or arising, including balances, credits, deposits, accounts or moneys of such
Obligor in the possession, control or custody of, or in transit to Secured Party. Debtor, on behalf of itself and any Obligor,
hereby waives the benefit of any law that would otherwise restrict or limit Secured Party in the exercise of its right, which is
hereby acknowledged, to appropriate at any time hereafter any such indebtedness owing from Secured Party to any Obligor.


 






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4.5           Additional
Remedies. Upon the occurrence of an Event of Default, Secured Party shall have the right and power to:


 


(a)     
instruct Debtor, at its own expense, to notify any parties obligated on any of the Collateral, including any Account
Debtors and Payment Processing Companies, to make payment directly to Secured Party of any amounts due or to become due thereunder,
or Secured Party may directly notify such obligors of the security interest of Secured Party, and/or of the assignment to Secured
Party of the Collateral and direct such obligors to make payment to Secured Party of any amounts due or to become due with respect
thereto, and thereafter, collect any such amounts due on the Collateral directly from such Persons obligated thereon;


 


(b)
     enforce collection of any of the Collateral, including any Accounts, by suit or otherwise, or make any compromise or
settlement with respect to any of the Collateral, or surrender, release or exchange all or any part thereof, or compromise, extend
or renew for any period (whether or not longer than the original period) any indebtedness thereunder;


 


(c)
     take possession or control of any proceeds and products of any of the Collateral, including the proceeds of insurance
thereon;


 


(d)
     extend, renew or modify for one or more periods (whether or not longer than the original period) the Obligations or
any obligation of any nature of any other obligor with respect to the Obligations;


 


(e)
     grant releases, compromises or indulgences with respect to the Obligations, any extension or renewal of any of the Obligations,
any security therefor, or to any other obligor with respect to the Obligations;


 


(f)
     transfer the whole or any part of Capital Securities which may constitute Collateral into the name of Secured Party
or Secured Party’s nominee without disclosing, if Secured Party so desires, that such Capital Securities so transferred are
subject to the security interest of Secured Party, and any corporation, association, or any of the managers or trustees of any
trust issuing any of such Capital Securities, or any transfer agent, shall not be bound to inquire, in the event that Secured Party
or such nominee makes any further transfer of such Capital Securities, or any portion thereof, as to whether Secured Party or such
nominee has the right to make such further transfer, and shall not be liable for transferring the same;


 


(g)
    vote the Collateral;


 


(h)
    make an election with respect to the Collateral under Section 1111 of the Bankruptcy Code or take action under Section
364 or any other section of Bankruptcy Code; provided, however, that any such action of Secured Party as set forth
herein shall not, in any manner whatsoever, impair or affect the liability of Debtor hereunder, nor prejudice, waive, nor be construed
to impair, affect, prejudice or waive Secured Party’s rights and remedies at law, in equity or by statute, nor release, discharge,
nor be construed to release or discharge, Debtor, any guarantor or other Person liable to Secured Party for the Obligations; and


 


(i)
     at any time, and from time to time, accept additions to, releases, reductions, exchanges or substitution of the Collateral,
without in any way altering, impairing, diminishing or affecting the provisions of this Security Agreement, the Loan Documents,
or any of the other Obligations, or Secured Party’s rights hereunder, under the Obligations.


 




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Debtor hereby ratifies
and confirms whatever Secured Party may do with respect to the Collateral and agrees that Secured Party shall not be liable for
any error of judgment or mistakes of fact or law with respect to actions taken in connection with the Collateral.


 


4.6           Attorney-in-Fact.
Debtor hereby irrevocably makes, constitutes and appoints Secured Party (and any officer of Secured Party or any Person designated
by Secured Party for that purpose) as Debtor’s true and lawful proxy and attorney-in-fact (and agent-in-fact) in Debtor’s
name, place and stead, with full power of substitution, to: (i) take such actions as are permitted in this Security Agreement;
(ii) execute such financing statements and other documents and to do such other acts as Secured Party may require to perfect and
preserve Secured Party’s security interest in, and to enforce such interests in the Collateral; and (iii) upon the occurrence
of an Event of Default, carry out any remedy provided for in this Security Agreement, the Credit Agreement, or otherwise at law
or in equity, including endorsing Debtor’s name to checks, drafts, instruments and other items of payment, and proceeds of
the Collateral, executing change of address forms with the postmaster of the United States Post Office serving the address of Debtor,
changing the address of Debtor to that of Secured Party, opening all envelopes addressed to Debtor and applying any payments contained
therein to the Obligations, and changing any merchant accounts or instructions to Payment Processing Companies regarding any credit/debit
card payments from Account Debtors. Debtor hereby acknowledges that the constitution and appointment of such proxy and attorney-in-fact
are coupled with an interest and are irrevocable. Debtor hereby ratifies and confirms all that such attorney-in-fact may do or
cause to be done by virtue of any provision of this Security Agreement.


 


4.7           No
Marshaling. Secured Party shall not be required to marshal any present or future collateral security (including this Security
Agreement and the Collateral) for, or other assurances of payment of, the Obligations or any of them or to resort to such collateral
security or other assurances of payment in any particular order. To the extent that it lawfully may, Debtor hereby agrees that
it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of Secured
Party’s rights under this Security Agreement or under any other instrument creating or evidencing any of the Obligations
or under which any of the Obligations is outstanding or by which any of the Obligations is secured or payment thereof is otherwise
assured, and, to the extent that it lawfully may, Debtor hereby irrevocably waives the benefits of all such laws.


 


4.8           No
Waiver. No Event of Default shall be waived by Secured Party except in writing. No failure or delay on the part of Secured
Party in exercising any right, power or remedy hereunder shall operate as a waiver of the exercise of the same or any other right
at any other time; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise
thereof or the exercise of any other right, power or remedy hereunder. There shall be no obligation on the part of Secured Party
to exercise any remedy available to Secured Party in any order. The remedies provided for herein are cumulative and not exclusive
of any remedies provided at law or in equity. Debtor agrees that in the event that Debtor fails to perform, observe or discharge
any of its Obligations or liabilities under this Security Agreement or any other agreements with Secured Party, no remedy of law
will provide adequate relief to Secured Party, and further agrees that Secured Party shall be entitled to temporary and permanent
injunctive relief in any such case without the necessity of proving actual damages.


 




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4.9           Application
of Proceeds. Secured Party will, within three (3) Business Days after receipt of cash or solvent credits from collection of
items of payment, proceeds of Collateral or any other source, apply the whole or any part thereof against the Obligations secured
hereby. Secured Party shall further have the exclusive right to determine how, when and what application of such payments and such
credits shall be made on the Obligations, and such determination shall be conclusive upon Debtor. Any proceeds of any disposition
by Secured Party of all or any part of the Collateral may be first applied by Secured Party to the payment of expenses incurred
by Secured Party in connection with the Collateral, including reasonable attorneys’ fees and legal expenses and costs as
provided for in Section 5.13 hereof.


 


		5	MISCELLANEOUS. 



 


5.1           Entire
Agreement. This Security Agreement and the other Loan Documents: (i) are valid, binding and enforceable against Debtor and
Secured Party in accordance with their respective provisions and no conditions exist as to their legal effectiveness; (ii) constitute
the entire agreement between the parties with respect to the subject matter hereof and thereof; and (iii) are the final expression
of the intentions of Debtor and Secured Party. No promises, either expressed or implied, exist between Debtor and Secured Party,
unless contained herein or therein. This Security Agreement, together with the other Loan Documents, supersedes all negotiations,
representations, warranties, commitments, term sheets, discussions, negotiations, offers or contracts (of any kind or nature, whether
oral or written) prior to or contemporaneous with the execution hereof with respect to any matter, directly or indirectly related
to the terms of this Security Agreement and the other Loan Documents. This Security Agreement and the other Loan Documents are
the result of negotiations between Secured Party and Debtor and have been reviewed (or have had the opportunity to be reviewed)
by counsel to all such parties, and are the products of all parties. Accordingly, this Security Agreement and the other Loan Documents
shall not be construed more strictly against Secured Party merely because of Secured Party's involvement in their preparation.


 


5.2           Amendments;
Waivers. No delay on the part of Secured Party in the exercise of any right, power or remedy shall operate as a waiver thereof,
nor shall any single or partial exercise by Secured Party of any right, power or remedy preclude other or further exercise thereof,
or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision
of this Security Agreement or the other Loan Documents shall in any event be effective unless the same shall be in writing and
acknowledged by Secured Party, and then any such amendment, modification, waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.


 


5.3           WAIVER
OF DEFENSES. DEBTOR WAIVES EVERY PRESENT AND FUTURE DEFENSE, CAUSE OF ACTION, COUNTERCLAIM OR SETOFF WHICH DEBTOR MAY NOW HAVE
OR HEREAFTER MAY HAVE TO ANY ACTION BY SECURED PARTY IN ENFORCING THIS SECURITY AGREEMENT. PROVIDED SECURED PARTY ACTS IN GOOD
FAITH, DEBTOR RATIFIES AND CONFIRMS WHATEVER SECURED PARTY MAY DO PURSUANT TO THE TERMS OF THIS SECURITY AGREEMENT. THIS PROVISION
IS A MATERIAL INDUCEMENT FOR SECURED PARTY GRANTING ANY FINANCIAL ACCOMMODATION TO DEBTOR.


 




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5.4           FORUM
SELECTION AND CONSENT TO JURISDICTION. TO INDUCE SECURED PARTY TO MAKE FINANCIAL ACCOMODATIONS TO DEBTOR, DEBTOR AGREES THAT
ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT,
SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF CLARK COUNTY, NEVADA; PROVIDED THAT NOTHING IN THIS
SECURITY AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE SECURED PARTY FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY
OTHER JURISDICTION. DEBTOR HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF CLARK COUNTY, NEVADA,
FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE. DEBTOR AND SECURED PARTY FURTHER IRREVOCABLY CONSENT TO THE SERVICE
OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEVADA. DEBTOR HEREBY EXPRESSLY
AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT
IN AN INCONVENIENT FORUM.


 


5.5           WAIVER
OF JURY TRIAL. DEBTOR AND SECURED PARTY, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, EACH KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE IRREVOCABLY, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND
ANY RIGHTS UNDER THIS SECURITY AGREEMENT, ANY NOTE, ANY OTHER LOAN DOCUMENT, ANY OF THE OTHER OBLIGATIONS, THE COLLATERAL, OR ANY
AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH
OR ARISING FROM ANY LENDING RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE FOREGOING, OR ANY COURSE OF CONDUCT OR COURSE OF
DEALING IN WHICH SECURED PARTY AND DEBTOR ARE ADVERSE PARTIES, AND EACH AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED
BEFORE A COURT AND NOT BEFORE A JURY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR SECURED PARTY GRANTING ANY FINANCIAL ACCOMMODATION
TO DEBTOR.


 


5.6           Assignability.
Secured Party, prior to the occurrence of an Event of Default and with the consent of Debtor, which consent will not be unreasonably
withheld, and after the occurrence of an Event of Default without consent from or notice to anyone, may at any time assign Secured
Party’s rights in this Security Agreement, the other Loan Documents, the Obligations, or any part thereof and transfer Secured
Party’s rights in any or all of the Collateral, and Secured Party thereafter shall be relieved from all liability with respect
to such Collateral. This Security Agreement shall be binding upon Secured Party and Debtor and its respective legal representatives
and successors. All references herein to Debtor shall be deemed to include any successors, whether immediate or remote. In the
case of a joint venture or partnership, the term “Debtor” shall be deemed to include all joint venturers or partners
thereof, who shall be jointly and severally liable hereunder.


 




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5.7           Binding
Effect. This Security Agreement shall become effective upon execution by Debtor and Secured Party.


 


5.8           Governing
Law. This Security Agreement shall be delivered and accepted in and shall be deemed to be a contract made under and governed
by the internal laws of the State of Nevada, without regard to conflict of laws principles.


 


5.9           Enforceability.
Wherever possible, each provision of this Security Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Security Agreement shall be prohibited by, unenforceable or invalid under any jurisdiction,
such provision shall as to such jurisdiction, be severable and be ineffective to the extent of such prohibition or invalidity,
without invalidating the remaining provisions of this Security Agreement or affecting the validity or enforceability of such provision
in any other jurisdiction.


 


5.10         Time
of Essence. Time is of the essence in making payments of all amounts due Secured Party under the Loan Documents and in the
performance and observance by Debtor of each covenant, agreement, provision and term of this Security Agreement and the other Loan
Documents.


 


5.11         Counterparts;
Facsimile Signatures. This Security Agreement may be executed in any number of counterparts and by the different parties hereto
on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same Security Agreement. Receipt of an executed signature page to this Security Agreement by facsimile
or other electronic transmission shall constitute effective delivery thereof. Electronic records of executed Loan Documents maintained
by Secured Party shall be deemed to be originals thereof.


 


5.12         Notices.
Except as otherwise provided herein, Debtor waives all notices and demands in connection with the enforcement of Secured Party’s
rights hereunder. All notices, requests, demands and other communications provided for hereunder shall be made in accordance with
the terms of the Credit Agreement.


 




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5.13         Costs,
Fees and Expenses. Debtor shall pay or reimburse Secured Party for all reasonable costs, fees and expenses incurred by Secured
Party or for which Secured Party becomes obligated in connection with the enforcement of this Security Agreement, including search
fees, costs and expenses and attorneys’ fees, costs and time charges of counsel to Secured Party and all taxes payable in
connection with this Security Agreement. In furtherance of the foregoing, Debtor shall pay any and all stamp and other taxes, UCC
search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Security Agreement
and the other Loan Documents to be delivered hereunder, and agrees to save and hold Secured Party harmless from and against any
and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion
of the Obligations consisting of costs, expenses or advances to be reimbursed by Debtor to Secured Party pursuant to this Security
Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by Debtor to Secured Party
on demand. If at any time or times hereafter Secured Party: (a) employs counsel for advice or other representation: (i) with respect
to this Security Agreement or the other Loan Documents; (ii) to represent Secured Party in any litigation, contest, dispute, suit
or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute,
suit, or proceeding (whether instituted by Secured Party, Debtor, or any other Person) in any way or respect relating to this Security
Agreement; or (iii) to enforce any rights of Secured Party against Debtor or any other Person under of this Security Agreement;
(b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to
or enforces any of Secured Party’s rights or remedies under this Security Agreement, the costs and expenses incurred by Secured
Party in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by Debtor to Secured Party
on demand.


 


5.14         Termination.
This Security Agreement and the Liens and security interests granted hereunder shall not terminate until the termination of the
Credit Agreement and the commitments to make Loans thereunder and the full and complete performance and satisfaction and payment
in full of all the Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has
been asserted). Upon termination of this Security Agreement, Secured Party shall also deliver to Debtor (at the sole expense of
Debtor) such UCC termination statements, certificates for terminating the liens on the Motor Vehicles (if any) and such other documentation,
without recourse, warranty or representation whatsoever, as shall be reasonably requested by Debtor to effect the termination and
release of the Liens and security interests in favor of Secured Party affecting the Collateral.


 


5.15         Reinstatement.
This Security Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against
Debtor for liquidation or reorganization, should Debtor become insolvent or make an assignment for the benefit of any creditor
or creditors or should a receiver or trustee be appointed for all or any significant part of Debtor’s assets, and shall continue
to be effective or be reinstated, as the case may be, if at any time payment and performance of the Obligations, or any part thereof,
is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the
Obligations, whether as a “voidable preference,” “fraudulent conveyance,” or otherwise, all as though such
payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or
returned, the Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored
or returned.


 


[SIGNATURE PAGE FOLLOWS]


 




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IN WITNESS WHEREOF,
Debtor and Secured Party have executed this Security Agreement as of the date first above written.


 


	 	Debtor:
	 	 
	 	SOCIAL REALITY, INC.,
	 	a Delaware corporation
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	Agreed and accepted:
	 	 
	 	Secured Party:
	 	 
	 	TCA GLOBAL CREDIT MASTER FUND, LP
	 	 	 
	 	By:	TCA Global Credit Fund GP, Ltd.
	 	Its:	General Partner
	 	 	 
	 	By:	 
	 	 	Robert Press, Director


 




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Schedule 3.8 to Security Agreement


 


No Collateral is anywhere other than the
primary place of business of Social Reality located at 225 Santa Monica Blvd., 6th Floor, Santa Monica, CA 90401, and
621 West Lake Street, Ste 225 Minneapolis, MN 55408