Social Reality, Inc., a digital marketing and consumer data management and distribution technology platform company, announced that it has entered into definitive agreements with existing investors for the purchase of 1,525,000 shares of Class A common stock (“common stock”) and Series A warrants to purchase an aggregate of 965,500 shares of common stock at a purchase price per share of $3.60 in a registered direct offering. The Series A warrants are exercisable for 90 days at an exercise price of $3.60.  Social Reality has also agreed to issue to the investors in a concurrent private placement Series B warrants to purchase an aggregate of 1,525,000 shares of common stock and Series C warrants to purchase an aggregate of 965,500 shares of common stock that each are exercisable six months following issuance, are exercisable until October 1, 2022, and have an exercise price of $4.00. The Series C warrants vest ratably upon the exercise of the Series A warrants.  The closing of the offering is expected to take place on or about August 14, 2019, subject to the satisfaction of customary closing conditions.

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The Special Equities Group, a division of Bradley Woods & Co. Ltd., acted as lead placement agent and Westpark Capital acted as a co-placement agent for this offering.

The gross proceeds to Social Reality, before deducting placement agent fees and other offering expenses, are expected to be $5,490,000. Social Reality intends to use the net proceeds from this offering for general working capital.

The shares of common stock and the Series A warrants and the shares of common stock issuable upon exercise thereof (but not the Series B or Series C warrants or the shares of common stock underlying the warrants) are being offered by Social Reality pursuant to a “shelf” registration statement on Form S-3 (File No. 333-214644) that was filed and declared effective by the Securities and Exchange Commission (“SEC”) on November 28, 2016, and the base prospectus contained therein.  A final prospectus supplement and accompanying base prospectus relating to the shares of common stock and the Series A warrants and the shares of common stock issuable upon exercise thereof being offered will be filed with the SEC.

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The Series B and Series C warrants described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants, have not been registered under the Act, or applicable state securities laws. Accordingly, the Series B and Series C warrants and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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