Salary.com (SLRY)

Unregistered Sales of Equity Securities

During the quarter ended December 31, 2007, we issued 29,059 shares of our common stock upon the exercise of outstanding warrants to purchase common stock at a weighted average exercise price of $2.46 per share. The foregoing warrant exercises were exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) under that act, as a transaction by an issuer not involving a public offering.

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Reference is made to Item 2.01 of our Current Report on Form 8-K dated December 28, 2007, which was previously filed with the Securities and Exchange Commission, regarding the issuance $1,500,000 in newly issued shares of common stock in connection with our acquisition of substantially all of the assets of Schoonover Associates, Inc. Based on the average closing sales price of our common stock for the 10 trading days prior to the closing date, we issued 112,646 shares of our common stock to Dr. Stephen Schoonover which will vest over the first five years following the closing of the acquisition, subject to the attainment of certain performance targets.

Unregistered Sales of Equity Securities

During the quarter ended September 30, 2007, we issued 61,824 shares of our common stock upon the exercise of outstanding warrants to purchase common stock (“Warrants”) at a weighted average exercise price of $2.35 per share. The foregoing warrant exercise was exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) under that act, as a transaction by an issuer not involving a public offering.

Reference is made to Item 1.01 of our Current Report on Form 8-K dated July 31, 2007 and Item 2.01 of our Current Report on Form 8-K dated August 9, 2007, which were previously filed with the Securities and Exchange Commission, regarding the issuance of common stock in connection with our acquisition of substantially all of the assets of ITG.

Unregistered Sales of Equity Securities

Reference is made to Item 1.01 of our Current Report on Form 8-K dated July 31, 2007 and Item 2.01 of our Current Report on Form 8-K dated August 9, 2007, which were previously filed with the Securities and Exchange Commission, regarding the issuance of common stock in connection with our acquisition of substantially all of the assets of ITG.

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