---

(1)	In connection with the acquisition of all of the issued and outstanding shares of capital stock of Chango Inc. (“Chango”) by an indirect, wholly owned subsidiary of The Rubicon Project, Inc. (the “Registrant”), the Registrant has assumed outstanding options granted under Chango’s Stock Option Plan.

(2)

In addition to the number of shares of the common stock, par value $0.00001 per share (the “Common Stock”) of the Registrant stated above, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional shares of Common Stock that become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of Common Stock.

(3)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act, based upon the weighted-average exercise price per share of the options assumed by the Registrant.

---

Item 3.	Incorporation of Documents by Reference.

1.	The Registrant’s Annual Report on Form 10-K filed with the Commission on March 6, 2015;

2.	The Registrant’s Quarterly Report on Form 10-Q filed with the Commission on May 8, 2015;

3.	The Registrant’s Current Reports on Form 8-K filed with the Commission on January 29, 2015, March 26, 2015, March 31, 2015 (other than with respect to Item 7.01 and the related exhibit), and April 27, 2015 (other than with respect to Item 7.01 and the related exhibit); and

4.	The description of the Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on March 28, 2014, including any amendments or reports filed for the purpose of updating such description.

---

Item 4.	Description of Securities.

Item 5.	Interests of Named Experts and Counsel.

Item 6.	Indemnification of Directors and Officers.

Item 7.	Exemption from Registration Claimed.

Item 8.	Exhibits.

---

---

---

---

---

4.1*	Chango Inc. Stock Option Plan.

5.1*	Opinion of Jonathan Feldman, Esq.

23.1*	Consent of Jonathan Feldman, Esq. (included in Exhibit 5.1).

23.2*	Consent of PricewaterhouseCoopers LLP.

24.1*	Power of Attorney (included on signature page hereto).

---

---

---

1.1	Purpose

2.1	Definitions

(a)	“Affiliate” means an “affiliate” (as defined in NI 45-106) of the Company.

(b)	“Assumption Agreement” has the meaning set forth in Section 4.10.

(c)	“Board” means the board of directors of the Company.

(d)	“Change of Control” has the meaning set forth in Section 4.9(a).

(e)	“Change of Control Price” has the meaning set forth in Section 4.9(a).

(f)	“Code” means the United States Internal Revenue Code of 1986, as amended.

(g)	“Committee” has the meaning set forth in Section 3.2.

(h)	“Common Shares” means the Common shares in the capital of the Company.

(i)	“Company” means Chango Inc.

(j)

“Consultant” means a Person, other than an Employee or an Executive, who is engaged to provide on a bona fide basis consulting, technical, management, advisory or other services (other than services provided in relation to a distribution of securities) to the Company or an Affiliate under a written contract between the Company or an Affiliate, and who, in the reasonable opinion of the Board, spends or will spend a significant amount of time and attention on the affairs and business

---

(k)	“Consultant Company” means, for an individual Consultant, a company of which the individual Consultant is an employee or a shareholder.

(l)	“Consultant Partnership” means, for an individual Consultant, a partnership of which the individual Consultant is an employee or partner.

(m)	“Date of Grant” means, for any Option, the date specified by the Board at the time it grants the Option or, if no such date is specified, the date upon which the Option Agreement is signed by the Company.

(n)	“Deposit Receipt” means a receipt given to an Optionee under this Plan evidencing an Optionee’s interest in Common Shares issued upon the exercise of any Options. A Deposit Receipt will be substantially in the form attached hereto as Schedule “A” (subject to such amendments thereto as the Board may, in its discretion, require from time to time).

(o)	“Director” means a member of the Board or the board of directors of an Affiliate.

(p)	“Disabled” or “Disability” means physical or mental incapacity or disability that prevents the Optionee from performing the essential duties of the Optionee’s employment or service, with no reasonable prospect of timely recovery, determined in accordance with procedures established by the Board for purposes of this Plan or, for purposes of ISOs, has the meaning set forth in Section 4.12(b).

(q)	“Disqualifying Disposition” has the meaning set forth in Section 4.12(f).

(r)	“Eligible Person” means an Employee, Executive or Consultant.

(s)	“Employee” means a current full-time or part-time employee (other than an Executive or a Consultant) of the Company or an Affiliate, and includes an Employee’s Permitted Assigns.

(t)	“Executive” means a Director or an Officer of the Company or an Affiliate, and includes an Executive’s Permitted Assigns.

(u)	“Exercise Notice” means a notice in writing, in the form set out in Schedule “B” (subject to such amendments thereto as the Board may, in its discretion, require from time to time), signed by an Optionee indicating the Optionee’s intention to exercise a particular Option.

(v)	“Exercise Period” means the period of time during which an Option may be exercised; provided that, the Exercise Period with respect to any particular Option shall not exceed 10 years from the Date of Grant of such Option.

---

(w)	“Exercise Price” means the price at which a Common Share may be purchased pursuant to the exercise of an Option.

(x)	“Expiry Date” has the meaning set forth in Section 4.3(a).

(y)	“Holding Entity” means a holding entity as defined in NI 45-106.

(z)	“Individual Optionee” means an Optionee who is an individual or the individual of which the Optionee is a Permitted Assign, as the case may be.

(aa)	“Investment Administrator” means, for a Person that is an Optionee, a trustee, custodian or administrator acting on behalf of, or for the benefit of the Person.

(bb)	“ISOs” has the meaning set forth in Section 4.12.

(cc)	“NI 45-106” means National Instrument 45-106 (Prospectus and Registration Exemptions) of the Canadian Securities Administrators, as amended or replaced from time to time.

(dd)	“Officer” means an “executive officer” (as defined in NI 45-106) of the Company or an Affiliate.

(ee)	“Option” means a right to purchase Common Shares under this Plan.

(ff)	“Optionee” means an Eligible Person who has been granted one or more Options.

(gg)	“Option Agreement” means a signed, written agreement between an Optionee and the Company, in the form attached as Schedule “C”, subject to any amendments or additions as may, in the discretion of the Board, be necessary or advisable, evidencing the terms and conditions on which an Option has been granted under this Plan.

(hh)	“Permitted Assign” means:

(i)	for an Employee or Executive:

(A)	an Investment Administrator of the Employee or Executive;

(B)	a Holding Entity of the Employee or Executive; or

(C)	an RRSP or RRIF established by the Employee or Executive or under which the Employee or Executive is a beneficiary.

(ii)	for an individual Consultant:

(A)	a Consultant Company;

(B)	a Consultant Partnership; or

---

(C)	an RRSP or RRIF established by or for an individual Consultant or under which the individual Consultant is the beneficiary.

(ii)	“Person” includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and an individual or other person in that person’s capacity as trustee, executor, administrator or personal or other legal representative.

(jj)	“Plan” means this stock option plan, as may be amended from time to time.

(kk)	“Power of Attorney” has the meaning set forth in Section 4.10.

(ll)

“Public Company” means a corporation, any shares of which are freely tradeable to and between members of the public without the requirement of filing a prospectus or similar document and the shares of which are traded on a published market (being any market on which shares are traded or quoted for trading if the prices at which they have been traded or quoted on that market are regularly published in a newspaper or business or financial publication of general and regular paid circulation).

(mm)	“Related Corporations” has the meaning given to it in Section 4.12(a).

(nn)	“Retirement” means retirement from active employment with the Company or an Affiliate at or after age 65 or, with the consent for purposes of the Plan of such officer of the Company as may be designated by the Board, at or after such earlier age and upon the completion of such years of service as the Board may specify.

(oo)	“RRIF” means a registered retirement income fund as defined in the Tax Act.

(pp)	“RRSP” means a registered retirement savings plan as defined in the Tax Act.

(qq)	“Shareholders Agreement” means any unanimous shareholders agreement to which the Company and all of the shareholders of the Company are a party from time to time, as amended and/or restated.

(rr)	“Tax Act” means the Income Tax Act (Canada) and the regulations thereunder, as may be amended from time to time.

(ss)	“Termination Date” means:

(i)	in the case of an Individual Optionee who dies, the date of death;

(ii)

in all other cases, the date designated by the Company or its Affiliate as the day on which the Optionee’s employment, consulting agreement or arrangement, or term of office with the Company or such Affiliate ceases (as the case may be); and “Termination Date” specifically does not mean the date on which any period of notice that the Company or such Affiliate may be required to provide to the Optionee (whether under contract or

---

2.2	Interpretation

(a)	Whenever the Board or, where applicable, the Committee is to exercise discretion in the administration of the terms and conditions of this Plan, the term “discretion” means the sole and absolute discretion of the Board or the Committee, as the case may be.

(b)	As used in this Plan, the terms “Article” and “Section” mean and refer to the specified Article or Section of this Plan.

(c)	Words importing the singular include the plural and vice versa and words importing any gender include any other gender.

(d)	Unless otherwise specified, all references in this Plan or in any Option Agreement to money amounts are to Canadian currency.

3.1	Administration

(a)	to determine the Persons (from among the Eligible Persons) to whom Options may be granted;

(b)	to grant Options in such amounts and, subject to the provisions of this Plan, on such terms and conditions as it determines including:

(i)	the time or times at which Options may be granted;

(ii)	the Exercise Price;

(iii)	the time or times when each Option becomes exercisable and, subject to Section 4.3, the duration of the Exercise Period;

(iv)	whether restrictions or limitations are to be imposed on the Common Shares issued or issuable upon the exercise of any Options and the nature of such restrictions or limitations, if any; and

---

(v)	any acceleration of exercisability or waiver of termination regarding any Option, based on such factors as the Board may determine;

(c)	to interpret this Plan and adopt, amend and rescind administrative guidelines and other rules and regulations relating to this Plan; and

(d)	to make all other determinations and take all other actions necessary or advisable for the implementation and administration of this Plan.

3.2	Delegation to Committee

3.3	Eligibility

3.4	Total Common Shares Subject to Options

(a)

The aggregate number of Common Shares that may be issued pursuant to the exercise of Options must not exceed 2,202,591 Common Shares. No Option may be granted if such grant would have the effect of causing the total number of Common Shares subject to Options to exceed the above-noted total number of Common Shares reserved for issuance pursuant to the exercise of Options. Subject to applicable law and any shareholder or other approval that may be required, the Board may in its discretion amend the Plan to increase such number of Common Shares that may be issued pursuant to the exercise of Options without notice to or the consent or approval of any Optionees, Eligible Persons or any other Person.

(b)	To the extent Options terminate for any reason prior to exercise in full or are cancelled in accordance with the terms of this Plan, the Common Shares subject to such Options shall be added back to the number of Common Shares reserved for issuance under the Plan, and such Common Shares will again become available for grant under this Plan.

---

3.5	Option Agreements

3.6	Transferability

(a)

Except as provided in Section 3.6(b) below: (i) an Option is not assignable or transferable by any Optionee; and (ii) no assignment or transfer of Options, whether voluntary, involuntary, by operation of law or otherwise, vests any interest or right in such Options in any assignee or transferee, and immediately upon such purported assignment or transfer, such Options will terminate and be of no further force or effect.

(b)

Subject to applicable law and to the prior written consent of the Board, an Option may be assigned or transferred to and from the Optionee and a Permitted Assign of the Optionee. In the event an Option is assigned or transferred in accordance with the above, it shall be a condition to the effectiveness of such assignment or transfer that the Permitted Assign enter into an Option Agreement on the same terms and conditions as the Optionee’s current Option Agreement. The Permitted Assign shall also be required to execute and deliver to the Company all such other instruments as may be required by the Board in its discretion.

(c)	The obligations of each Optionee pursuant to this Plan and any Option shall be binding on the Optionee’s successors, assigns, heirs, executors or administrators, as applicable. Subject to Section 4.6, in the case of an Individual Optionee an Option may only be exercised during the lifetime of the Optionee.

4.1	Grant of Options

4.2	Exercise Price

---

4.3	Term of Options

(a)	Subject to any accelerated termination as set forth in this Plan, each Option, unless otherwise specified by the Board, expires on the day after the fifth anniversary of the Date of Grant (the “Expiry Date”); provided that, in no event will the Exercise Period of an Option be permitted to exceed 10 years from its Date of Grant.

(b)	The Board shall also have the authority, exercisable at the time of granting a particular Option or at any time prior to the applicable Expiry Date, in its discretion, to extend the Expiry Date of any Option in the manner and on the terms authorized by the Board; provided that, in no event will the Exercise Period of an Option be permitted to exceed 10 years from its Date of Grant.

4.4	Exercise Period

(a)	Unless otherwise specified by the Board at the time of granting an Option and except as otherwise provided in this Plan, each Option will vest and be exercisable in the following instalments:

(i)	one-quarter (¼) of the Options granted (being 25% of the Common Shares which are issuable under the Option) will vest and become exercisable on the first anniversary of the Date of Grant; and

(ii)	over the 36 month period thereafter, on the first day of each calendar month following the first anniversary of the Date of Grant, one thirty-sixth (1/36th) of the Options that are not vested on the first anniversary of the Date of Grant (being 2.0833% of the Common Shares which are issuable under the Option) will vest and become exercisable.

(b)

The instalments of an Option that have vested and become exercisable pursuant to Sections 4.4(a)(i) and 4.4(a)(ii) will remain exercisable to and including the Expiry Date, subject to any accelerated termination and cancellation as set forth in this Plan. Each Option or instalment may be exercised at any time or from time to time, in whole or in part, for up to the total number of Common Shares with respect to which it is then exercisable.

(c)	The Board has the right to accelerate the date upon which any instalment of any Option becomes exercisable, including in connection with a Change of Control.

(d)	Subject to the provisions of this Plan and any Option Agreement, Options shall be exercised by means of a fully completed Exercise Notice delivered to the Company by or on behalf of the Optionee.

4.5	Payment of Exercise Price and Deposit Receipt

(a)	The Exercise Notice referred to in Section 4.4(d) must be accompanied by payment in full of the aggregate Exercise Price for the Common Shares to be purchased. The Exercise Price must be paid in cash, or by certified cheque, bank draft or money

---

(b)

Until the Company becomes a Public Company, any certificate evidencing Common Shares purchased by an Optionee upon the exercise of any Options will be held by the Company on behalf of the Optionee. By the exercise of an Option, the Optionee shall be deemed to have irrevocably appointed the Secretary of the Company (or failing him, any other officer of the Company designated by it) his attorney to endorse in blank for transfer any certificates representing Common Shares issued on the exercise of any Options. Upon the exercise of an Option, the Company will deliver to the Optionee a Deposit Receipt (which shall be signed by the Optionee as a pre-condition to the issuance of the Common Shares issuable on the exercise of the Option):

4.6	Retirement, Death or Disability of Optionee

(a)

the executor or administrator of the Optionee’s estate or the Optionee, as the case may be, may exercise any Options of the Optionee to the extent that the Options were exercisable on the Termination Date and the right to exercise such Options terminates on the earlier of: (i) the date that is 180 days from the Termination Date; and (ii) the Expiry Date. Any Options held by the Optionee that were not exercisable on the Termination Date immediately expire and are cancelled on the Termination Date; and

(b)	such Optionee’s eligibility to receive further grants of Options under the Plan ceases on the Termination Date.

---

4.7	Other Termination of Employment or Services

(a)	Where, in the case of an Employee or Executive, an Individual Optionee’s employment or term of office terminates by reason of: (i) termination by the

(b)	Where, in the case of an Employee or Executive, an Individual Optionee’s employment or term of office is terminated by the Company or an Affiliate for cause, then any Options held by the Optionee, whether or not exercisable at the Termination Date, immediately expire and are cancelled on the Termination Date at an hour determined by the Board, in its sole discretion.

(c)

Where, in the case of a Consultant, the Consultant’s consulting agreement or arrangement terminates by reason of: (i) termination by the Company or an Affiliate for any reason whatsoever other than for breach of the consulting agreement or arrangement (whether or not such termination is effected in compliance with any termination provisions contained in the consulting agreement or arrangement); or (ii) voluntarily termination by the Optionee; or (iii) the death or Disability of the Individual Optionee, then any Options held by the Optionee that are exercisable on the Termination Date continue to be exercisable by the Optionee until the earlier of: (A) the date that is 30 days from the Termination Date; and (B) the Expiry Date. Any Options held by the Optionee that are not exercisable at the Termination Date immediately expire and are cancelled on the Termination Date.

(d)

Where, in the case of a Consultant, the Consultant’s consulting agreement or arrangement is terminated by the Company or an Affiliate for breach of the consulting agreement or arrangement (whether or not such termination is effected in compliance with any termination provisions contained in the consulting agreement or arrangement), then any Options held by the Optionee, whether or not such Options are exercisable at the Termination Date, immediately expire and are cancelled on the Termination Date at an hour determined by the Board, in its sole discretion.

(e)	An Optionee’s eligibility to receive further grants of Options under this Plan ceases as of the date that the Company or an Affiliate, as the case may be, provides the Optionee with written notification that the Optionee’s employment, term of office, consulting agreement or arrangement, as the case may be, is terminated, notwithstanding that such date may be prior to the Termination Date.

---

(f)	Notwithstanding Sections 4.7(a) and 4.7(c), unless the Board in its discretion otherwise determines, at any time and from time to time, Options are not affected by a change of employment or consulting arrangement within or among the Company or an Affiliate for so long as the Optionee continues to be employed by

4.8	Discretion to Permit Exercise

4.9	Change of Control

(a)	For the purposes of this Plan,

(i)	“Change of Control” means the occurrence, howsoever effected, of one or more of the following with respect to the Company:

(A)

the acquisition of the Company by any Person or related group of Persons (including, without limitation, any reorganization, merger, amalgamation, arrangement, consolidation or similar transaction) resulting in the transfer, disposition or exchange of all or substantially all of the outstanding Shares in consideration for securities issued or other consideration paid by the acquiring Person or related group of Persons in a single transaction or a series of related transactions (except for a transaction or series of related transactions after the consummation of which the shareholders of the Company that held securities representing more than 50% of the aggregate voting power of all of the Company’s issued and outstanding securities before such transaction or series of related transactions continue to hold securities representing more than 50% of the aggregate voting power of all of the surviving corporation’s or its parent corporation’s issued and outstanding securities);

(B)	the sale, transfer or other disposition of all or substantially all of the property and assets of the Company to any Person (other than a Person that was, prior to such sale, transfer or other disposition, an Affiliate); or

(C)	the dissolution or liquidation of the Company (except in connection with the distribution of assets of the Company to one or more Persons that were Affiliates prior to such event).

---

(ii)	“Change of Control Price” shall mean the highest price per Share of the same class or series paid or to be paid in any transaction related to a Change of Control.

(iii)	“Shares” means shares in the capital of the Company, including, without limitation, the Common Shares.

(b)

In the event of and in connection with a transaction that would constitute a Change of Control, notwithstanding anything else in this Plan but subject to the specific terms of any Option Agreement to the contrary, the Board shall have the right, in its discretion, to deal with any or all Options (or any portion thereof) issued under this Plan in the manner it deems fair and reasonable in the circumstances of the Change of Control. Without limiting the generality of the foregoing, in connection with a Change of Control, the Board, without any action or consent required on the part of any Optionee or Eligible Person, shall have the right to:

(i)	determine that the Options, in whole or in part and whether vested or unvested, shall remain in full force and effect in accordance with their terms after the Change of Control;

(ii)	provide for the conversion or exchange of any or all Options (or any portion thereof, whether vested or unvested) into or for options, rights or other securities in any entity participating in or resulting from a Change of Control;

(iii)	cancel any unvested Options (or any portions thereof) without payment of any kind to any Optionee;

(iv)	accelerate the vesting of outstanding Options in accordance Section 4.9(d);

(v)	provide for outstanding Options to be purchased as contemplated in Section 4.9(f);

(vi)	accelerate the date by which any or all Options or any portion thereof, whether vested or unvested, must be exercised either in whole or in part;

(vii)

deem any or all Options or any portion thereof, whether vested or unvested (including those accelerated under Section 4.9(d)) to have been exercised in whole or in part, tender, on behalf of the Optionees, the underlying Common Shares that would have been issued pursuant to the exercise of such Options to any third party purchaser in connection with the Change of Control, and pay to the Optionees on behalf of such third party purchaser an amount per underlying Common Share equal to the positive difference between the Change of Control Price of the Common Shares and the applicable Exercise Price;

---

(viii)	cancel any or all outstanding Options (including those accelerated under Section 4.9(d)) either in whole or in part and pay to the Optionees an amount per underlying Common Share equal to the positive difference between the Change of Control Price of the Common Shares and the applicable Exercise Price; or

(ix)	take such other actions, and combinations of the foregoing actions or any other actions permitted under this Section 4.9, as it deems fair and reasonable under the circumstances.

(c)

Upon the Company entering into an agreement relating to (and, if the Company is a Public Company, publicly announcing) a transaction which, if completed, would result in a Change of Control, the Company shall give written notice of the proposed Change of Control to each Optionee, together with a description of the effect of such Change of Control on outstanding Options, not less than ten (10) days prior to the closing of the transaction resulting in the Change of Control if the Board exercises its rights under Section 4.9(d) below. For greater certainty, if the Board makes any other determination in connection with the Change of Control of the nature contemplated in this Section 4.9, no such prior notice need be given to the Optionees, except as determined by the Board prior to or following the Change of Control.

(d)

The Board, without any action or consent required on the part of any Optionee or Eligible Person, shall have the right, in its discretion, to accelerate the vesting of any or all outstanding Options (or any portion thereof) to provide that, notwithstanding the vesting schedule or any other provision of an Option Agreement relating to the vesting of Options, such outstanding Options shall be fully vested and conditionally exercisable upon (or prior to) the completion of the Change of Control; provided, however, that the Board shall not, in any case, authorize the exercise of any Option pursuant to this Section 4.9 beyond the applicable Expiry Date. If the Board elects to accelerate the vesting of any Options, and if any of such Options are not exercised within ten (10) days following the giving of the notice contemplated in Section 4.9(c) above, such unexercised Options shall terminate and expire upon the completion of the proposed Change of Control. If, for any reason, the Change of Control does not occur within the contemplated time period, the acceleration of the vesting of the Options shall be retracted and vesting shall instead revert to the manner provided in the applicable vesting schedule or Option Agreement.

(e)

To the extent that the Change of Control would be as a result of a capital reorganization, arrangement, amalgamation or reclassification of the share capital of the Company and the Board does not accelerate the vesting of Options pursuant to Section 4.9(d) above, the Company shall make adequate provisions to ensure that, upon completion of the proposed Change of Control, the number and kind of shares subject to outstanding Options and/or the Exercise Price shall be appropriately adjusted in such manner as the Board considers equitable.

---

(f)

In addition to the other powers of the Board under this Section 4.9, the Board, without any action or consent required on the part of any Optionee or Eligible Person, shall have the right, in its discretion, to provide for the purchase of any or all outstanding Options (or any portion thereof) by the Company or an Affiliate or other Person upon (or prior to) the completion of the Change of Control for an amount equal to (i) the Change of Control Price of each Common Share underlying

(g)

If, in connection with a Change of Control, the shareholders of the Company are to receive consideration other than consideration consisting solely of cash, then the Board may determine, prior to the occurrence of the Change of Control, that upon the exercise of any Options after the Change of Control, that the Optionees shall be entitled to receive that consideration which they would have received had they exercised their Options immediately prior to the Change of Control and sold their Common Shares on the same terms and conditions as the shareholders of the Company who sold their Common Shares in connection with the Change of Control.

4.10	Assumption Agreement and Power of Attorney

4.11	Conditions of Exercise

4.12	Incentive Stock Options

(a)	Options may be granted as ISOs only to individuals who are employees of the Company or any present or future “subsidiary corporation” or “parent corporation” as those terms are defined in section 424 of the Code (collectively, “Related

---

(b)	For purposes of Sections 4.6 and 4.7 of the Plan, “Disability” means “permanent and total disability” as defined in subsection 22(e)(3) of the Code.

(c)	If an Optionee ceases to be employed by the Company and/or all Related Corporations other than by reason of death or Disability, Options are eligible for treatment as ISOs only if exercised no later than three months following such termination of employment.

(d)

The Exercise Price in respect of Options granted as ISOs to employees who own more than 10% of the combined voting power of all classes of stock of the Company or a Related Corporation (a “10% Stockholder”) may not be less than 110% of the fair market value per Common Share on the Date of Grant and the term of any ISO granted to a 10% Stockholder may not exceed five years measured from the Date of Grant.

(e)

Options held by an Optionee are eligible for treatment as ISOs only if the fair market value (determined at the Date of Grant) of the Common Shares with respect to which such Options and all other options intended to qualify as “incentive stock options” under section 422 of the Code held by such individual and granted under the Plan or any other plan of a Related Corporation and that are exercisable for the first time by such individual during any one calendar year does not exceed US$100,000.

(f)

By accepting an Option granted as an ISO under the Plan, each Optionee agrees to notify the Company in writing immediately after such Optionee makes a Disqualifying Disposition of any stock acquired pursuant to the exercise of such ISO. For purposes of the foregoing, a “Disqualifying Disposition” is any disposition occurring on or before the later of (a) the date two years following the date the ISO was granted, or (b) the date one year following the date the ISO was exercised.

(g)

Notwithstanding that the Plan is effective when adopted by the Board, no ISO granted under the Plan may be exercised until the Plan is approved by the Company’s shareholders and, if such approval is not obtained within 12 months after the date of the Board’s adoption of the Plan, then all ISOs previously granted terminate and cease to be outstanding and the provisions of this Section 4.12 cease to have effect; furthermore, the Board must obtain shareholder approval within 12 months before or after any increase in the total number of shares that may be issued under the Plan or any change in the class of employees eligible to receive ISOs under the Plan.

(h)	No modification of an outstanding Option that would provide an additional benefit to an Optionee, including but not limited to a reduction of the Exercise Price or extension of the exercise period, may be made without consideration and disclosure of the likely United States federal income tax consequences to the Eligible Persons affected thereby.

---

(i)	Options intended to be ISOs under this Plan must be granted prior to the tenth (10th) anniversary of the effective date of this Plan.

(j)	ISOs shall be neither transferable nor assignable by the Optionee other than by will or the laws of descent and distribution and may be exercised, during the Optionee’s lifetime, only by such Optionee.

5.1	General

5.2	Reorganization of Company’s Capital

5.3	Other Events Affecting the Company

5.4	Immediate Exercise of Awards

---

5.5	Issue by Company of Additional Shares

5.6	Fractions

5.7	Conditions of Exercise

5.8	Lock-up Agreement

---

6.1	Registration

6.2	Legal Requirement

6.3	Optionee’s Entitlement

6.4	Withholding Taxes

6.5	Rights of Eligible Person/Optionee

---

6.6	Termination and Amendments

(a)	This Plan shall terminate and, for greater certainty, all unexercised Options terminate and expire on the earliest of:

(i)	the date upon which no further Common Shares remain available for issuance pursuant to Options that may be granted under the Plan and no Options remain outstanding; and

(ii)	upon the occurrence of a Change of Control, unless the Board otherwise determines in connection with the exercise of the Board’s discretion under Section 4.9,

(b)

In addition, the Board may, without notice, at any time or from time to time, amend, suspend or terminate this Plan or any provisions hereof in such respects as it, in its sole discretion, determines appropriate. No such amendment, suspension or termination of this Plan, without the consent of any Optionee or the representatives of his or her estate, as applicable, alters or impairs any rights or obligations arising from any Option previously granted to an Optionee under this Plan.

6.7	Indemnification

6.8	Participation in the Plan

---

6.9	Effective Date

6.10	Governing Law

6.11	Amendments

(a)	By resolution of the Board dated June 11, 2009, Section 3.4(a) of this Plan was amended, following a 3-for-1 stock split, to reflect that the aggregate number of Common Shares that may be issued pursuant to the exercise of Options shall not exceed 714,864 Common Shares. The effective date of such amendment was June 11, 2009.

(b)	By resolution of the Board dated November 1, 2010, Section 3.4(a) of this Plan was further amended to increase the aggregate number of Common Shares that may be issued pursuant to the exercise of Options from 714,864 Common Shares to 814,864 Common Shares. The effective date of such amendment was November 1, 2010.

(c)	By resolution of the Board dated January 28, 2011, Section 3.4(a) of this Plan was further amended to increase the aggregate number of Common Shares that may be issued pursuant to the exercise of Options from 814,864 Common Shares to 1,402,591 Common Shares. The effective date of such amendment was January 28, 2011.

(d)	By resolution of the Board dated April 10, 2013, Section 3.4(a) of this Plan was further amended to increase the aggregate number of Common Shares that may be issued pursuant to the exercise of Options from 1,402,591 Common Shares to 1,702,591 Common Shares. The effective date of such amendment was April 10, 2013.

(e)	By resolution of the Board dated December 4, 2014, Section 3.4(a) of this Plan was further amended to increase the aggregate number of Common Shares that may be issued pursuant to the exercise of Options from 1,702,591 Common Shares to 2,202,591 Common Shares. The effective date of such amendment was December 4, 2014.

---

---

---

1.	The terms and conditions of the Plan are incorporated by reference as terms and conditions of this Option Agreement and all capitalized terms used in this Agreement, unless expressly defined in a different manner, have the meanings given to them in the Plan.

2.

Subject to Sections 4.9 and 5.4 of the Plan and unless otherwise determined by the Board at the time of granting an Option, each Option is exercisable [in the instalments set forth in Section 4.4 of the Plan.] OR [in the following instalments:] [Include applicable “Expiry Date”, vesting schedule, etc. where the terms of the Option are intended to depart from the time periods, etc. as set out in the Plan.]

3.	In no event is the Option exercisable after the Expiry Date.

4.

No fractional Common Shares will be issued on the exercise of the Option. If, as a result of any adjustment to the number of Common Shares issuable on the exercise of the Option pursuant to the Plan, the Optionee would be entitled to receive a fractional Common Share, the Optionee has the right to acquire only the adjusted number of full Common Shares and no payment or other adjustment will be made with respect to the fractional Common Shares so disregarded.

5.

Nothing in the Plan or in this Option Agreement will affect the Company’s right, or that of an Affiliate, to terminate the employment of, term of office of, or consulting agreement or arrangement with an Optionee at any time for any reason. Upon such termination, an Optionee’s rights to exercise Options will be subject to restrictions and time limits for the exercise of Options. Complete details of such restrictions are set out in the Plan, and in particular in Sections 4.6 and 4.7 of the Plan.

6.	Each notice relating to the Option, including the exercise of it, must be in writing. All notices to the Company must be delivered personally or by prepaid registered mail and

---

7.	When the issuance of Common Shares on the exercise of the Option may, in the opinion of the Company, conflict or be inconsistent with any applicable law or regulation of any governmental agency having jurisdiction, the Company reserves the right to refuse to issue such Common Shares for so long as such conflict or inconsistency remains outstanding.

8.

Subject to Section 4.6 of the Plan, the Option granted pursuant to this Option Agreement may only be exercised during the lifetime of the Optionee by the Optionee personally and, subject to Section 3.6(b) of the Plan, no assignment or transfer of the Option, whether voluntary, involuntary, by operation of law or otherwise, vests any interest or right in such Option whatsoever in any assignee or transferee, and immediately upon any assignment or transfer or any attempt to make such assignment or transfer, the Option terminates and is of no further force or effect. Complete details of this restriction are set out in the Plan.

9.	The Optionee hereby agrees that:

(a)	any rule, regulation or determination, including the interpretation by the Board of the Plan, the Option granted hereunder and the exercise of it, is final and conclusive for all purposes and binding on all persons including the Company and the Optionee; and

(b)	the grant of the Option does not affect in any way the right of the Company or any Affiliate to terminate the employment or service of the Optionee.

10.	The Optionee hereby acknowledges and agrees that his/her/its participation in the grant of the Option (the “trade”) is entirely voluntary. In that regard, the Optionee acknowledges that under applicable securities laws, participation in the trade is considered voluntary if:

(a)	in the case of an Employee or a Permitted Assign of an Employee, the Employee or the Employee’s Permitted Assign is not induced to participate in the trade by expectation of employment or continued employment of the Employee with the Company or an Affiliate;

(b)	in the case of an Officer or a Permitted Assign of an Officer, the Officer or the Officer’s Permitted Assign is not induced to participate in the trade by expectation of appointment, employment, continued appointment or continued employment of the Officer with the Company or an Affiliate; and

(c)	in the case of a Consultant or a Permitted Assign of a Consultant, the Consultant or the Consultant’s Permitted Assign is not induced to participate in the trade by expectation of engagement of the Consultant to provide services or continued engagement of the Consultant to provide services to the Company or an Affiliate.

---

11.	This Option Agreement has been made in and is to be construed under and in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

12.	The Option granted hereby is intended to be an ISO and the Optionee acknowledges and agrees that Section 4.12 of the Plan is applicable to the Option and the Optionee.]

---

TO:	CHANGO INC., a corporation existing under the laws of the Province of Ontario,

A.	All of the shareholders of the Company (the “Shareholders”) are parties to a shareholders agreement, as may be amended from time to time in accordance with the terms thereof (the “Shareholders Agreement”).

B.

Pursuant to the stock option plan of the Company dated March 12, 2009, as may be amended or replaced from time to time in accordance with the terms thereof (the “Plan”), the issuance by the Company of common shares in the capital of the Company to an Optionee (as such term is defined in the Plan) upon the exercise of Options granted to such Optionee is conditional upon the Optionee entering into this Assumption Agreement.

C.	The Optionee executing this Assumption Agreement below is desirous of exercising Options previously granted by the Company to the Optionee.

D.	All capitalized terms not defined herein shall have the meaning as may attributed to such terms in the Plan.

1.	Recitals. The Optionee acknowledges and declares that the foregoing recitals, insofar as they relate to the Optionee, are true and correct.

2.	Covenant to be Bound. The Optionee covenants and agrees to be bound by the terms of the Shareholders Agreement in the same manner as if the Optionee had been an original party thereto.

---

3.	Jurisdiction. This Assumption Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

4.

Independent Legal Advice. The Optionee hereby acknowledges receipt of a copy of the Shareholders Agreement. By executing this Assumption Agreement, the Optionee acknowledges that he or she has been advised to seek independent legal counsel in connection with the execution of this Assumption Agreement and with respect to the Optionee’s obligations and rights thereunder and under the Shareholders Agreement. The Optionee acknowledges that he or she has sought the advice of counsel and other advisors or has determined that such advice is unnecessary.

---

---

Re:	The Rubicon Project, Inc. Registration Statement on Form S-8

---