0001553350-17-000429 Sample Contracts

FORM OF SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 21st, 2017 • SOCIAL REALITY, Inc. • Services-advertising agencies • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of April 20, 2017, between Social Reality, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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FORM OF SECURITY AGREEMENT
Security Agreement • April 21st, 2017 • SOCIAL REALITY, Inc. • Services-advertising agencies • New York

This SECURITY AGREEMENT, dated as of April 20, 2017 (this “Agreement”), is among Social Reality, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 12.5% Senior Secured Convertible Debentures due three (3) years following their issuance, in the original aggregate principal amount of $_____ (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).

FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 21st, 2017 • SOCIAL REALITY, Inc. • Services-advertising agencies

This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 20, 2017, between Social Reality, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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