SOCIAL REALITY, Inc. Sample Contracts

COMMON STOCK PURCHASE WARRANT srax, inc.
Common Stock Purchase Warrant • February 22nd, 2021 • SRAX, Inc. • Services-advertising agencies

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January 31, 2022 (the “Termination Date”) but not thereafter, to subscribe for and purchase from SRAX, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 30th, 2020 • SRAX, Inc. • Services-advertising agencies

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

SERIES [B/C] COMMON STOCK PURCHASE WARRANT SOCIAL REALITY, INC.
Security Agreement • August 14th, 2019 • SOCIAL REALITY, Inc. • Services-advertising agencies

THIS SERIES [B/C] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after February ____, 20201 (the “Initial Exercise Date”) and on or prior to the close of business on October 1, 2022 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Social Reality, Inc., a Delaware corporation (the “Company”), up to ____________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock[; provided, however, the exercisability of this Series C Warrant shall vest ratably from time to time in proportion to the Holder’s (or its permitted assigns) exercise of the Series A Common Stock Purchase Warrants as compared with all Series A Common Stock Purchase Warrants issued to Holder at the Closing (“Vesting Schedule”). Notwithstanding anything herein to the

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 30th, 2020 • SRAX, Inc. • Services-advertising agencies • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of June 25, 2020, between SRAX, 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”).

COMMON STOCK PURCHASE WARRANT SRAX, inc.
Common Stock Purchase Warrant • November 6th, 2023 • SRAX, Inc. • Services-advertising agencies

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after August 29, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on August 28, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from SRAX, Inc., a Delaware corporation (the “Company”), up to ________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 27th, 2017 • SOCIAL REALITY, Inc. • Services-advertising agencies • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October 26, 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”).

CONVERTIBLE PROMISSORY NOTE DUE March 29, 2024
Convertible Security Agreement • April 3rd, 2024 • SRAX, Inc. • Services-advertising agencies • New York

THIS CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued Convertible Promissory Notes of Debenture of SRAX, INC. designated as its Convertible Promissory Note due March 29, 2024 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).

SERIES [A-1] [A-2] 12.5% SENIOR SECURED CONVERTIBLE DEBENTURE
Convertible Security Agreement • October 27th, 2017 • SOCIAL REALITY, Inc. • Services-advertising agencies • New York

THIS SERIES [A-1] [A-2] 12.5% SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 12.5% Senior Secured Convertible Debentures of Social Reality, Inc., a Delaware corporation (the “Company”), having its principal place of business at 456 Seaton Street, Los Angeles, CA 90013, designated as its 12.5% Senior Secured Convertible Debenture due April 21, 2020 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”). This Debenture is one of a series Debentures issued pursuant to the terms of the Purchase Agreement (as that term is hereinafter defined).

SECURITY AGREEMENT
Security Agreement • June 30th, 2020 • SRAX, Inc. • Services-advertising agencies • New York

This SECURITY AGREEMENT, dated as of June __, 2020 (this “Agreement”), is among SRAX, 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 Original Issue Discount Senior Secured Convertible Debentures due June __, 2023, in the original aggregate principal amount of $12,500,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).

SRAX, INC. Class A Common Stock (par value $0.001 per share) At Market Issuance Sales Agreement
At Market Issuance Sales Agreement • May 5th, 2020 • SRAX, Inc. • Services-advertising agencies • New York
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 10th, 2019 • SOCIAL REALITY, Inc. • Services-advertising agencies • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of April 7, 2019, 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”).

COMMON STOCK PURCHASE WARRANT SOCIAL REALITY, INC.
Common Stock Purchase Warrant • April 10th, 2019 • SOCIAL REALITY, Inc. • Services-advertising agencies • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after April [●], 2020 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the four (4) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from SOCIAL REALITY, INC., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 10th, 2014 • SOCIAL REALITY, Inc. • Services-advertising agencies • Delaware

THIS AGREEMENT is entered into, effective as of November 5, 2014, by and between Social Reality, Inc., a Delaware corporation (the “Company”), and Carrie McQueen (“Indemnitee”).

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”).

SECURITY AGREEMENT
Security Agreement • August 12th, 2022 • SRAX, Inc. • Services-advertising agencies • New York

This SECURITY AGREEMENT (the “Security Agreement”) dated as of August 8, 2022, is executed by and between LD Micro, Inc., a Delaware corporation (the “Debtor”), and [ATW OPPORTUNITIES MASTER FUND II, LP] (the “Secured Party”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 24th, 2012 • Social Reality • Delaware

This Indemnification Agreement ("Agreement") is entered into as of the [__] day of ______, 20__ by and between Social Reality, Inc., a Delaware corporation (the “Company”), and [___________________] ( "Indemnitee" ).

SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT IN THE MAXIMUM AMOUNT OF US$9,450,000 BY AND AMONG SRAX, INC., as Borrower, as Guarantor , AND ATW OPPORTUNITIES MASTER FUND II, LP, as Lender Effective as of August 8, 2022 SENIOR SECURED REVOLVING...
Senior Secured Revolving Credit Facility Agreement • August 12th, 2022 • SRAX, Inc. • Services-advertising agencies • Delaware

This SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT (as amended, restated, modified or supplemented from time to time, this “Agreement”), dated as of August 8, 2022 and made effective as of August 8, 2022 (the “Effective Date”), is executed by and among: (i) SRAX, INC., a corporation incorporated under the laws of the State of Delaware (the “Borrower”); (ii) LD MICRO, INC., a corporation incorporated organized and existing under the laws of Delaware (the “Corporate Guarantor”); (iii) any Person to hereafter become a Subsidiary of the Borrower pursuant to Section 10.18 hereof, and any Person that from time to time may hereafter become liable for the Obligations, or any part thereof, as joint and several guarantors (collectively, the “Additional Guarantors”) (the Corporate Guarantor and the Additional Guarantors together, jointly and severally, the “Guarantors” and together with the Borrower, the “Credit Parties”); and (iv) ATW OPPORTUNITIES MASTER FUND II, LP, a limited partnership

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 14th, 2019 • SOCIAL REALITY, Inc. • Services-advertising agencies • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 12, 2019, 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”).

SOCIAL REALITY, INC.
Restricted Stock Award Agreement • January 24th, 2012 • Social Reality • Delaware

Unless otherwise defined herein, the terms defined in the Social Reality, Inc. 2012 Equity Compensation Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Award Agreement (the “Award Agreement”).

Agreement and Plan of Merger By and among SRAX, INC., as the Parent TOWNSGATE MERGER SUB 1, INC., as Merger Sub 1 LD MICRO, INC., as Merger Sub 2 LD MICRO, INC., as the Target and Christopher Lahiji, in the capacity as the sole stockholder of the...
Merger Agreement • September 11th, 2020 • SRAX, Inc. • Services-advertising agencies • Delaware

This Agreement and Plan of Merger (this “Agreement”), dated as of September 4, 2020, is entered into by and among SRAX, Inc. a Delaware corporation (“Parent”), Townsgate Merger Sub 1, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub 1”), LD Micro, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub 2”), LD Micro, Inc., a California corporation (the “Company”), and Christopher Lahiji, the sole stockholder of the Company (the “Stockholder”). Merger Sub 1 and Merger Sub 2 are sometimes collectively referred to in this Agreement as “Merger Sub.”

SOCIAL REALITY, INC.
Restricted Stock Unit Agreement • January 24th, 2012 • Social Reality • Delaware
PLEDGE AND ESCROW AGREEMENT
Pledge and Escrow Agreement • August 12th, 2022 • SRAX, Inc. • Services-advertising agencies • Delaware

THIS PLEDGE AND ESCROW AGREEMENT (“Agreement”) is made and entered into as of August 8, 2022 by and between SRAX, INC., a Delaware corporation (the “Pledgor”), and ATW OPPORTUNITIES MASTER FUND II, LP, a Delaware limited partnership (the “Secured Party”), with the joinder of LUCOSKY BROOKMAN LLP (“Escrow Agent”).

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EMPLOYMENT AGREEMENT
Employment Agreement • November 4th, 2014 • SOCIAL REALITY, Inc. • Services-advertising agencies • New Jersey

EMPLOYMENT AGREEMENT (“Agreement”), dated as of October 30, 2014, by and between Social Reality, Inc., a Delaware corporation (the “Employer”) and Adam Bigelow, an individual residing at _________________ (the “Executive”).

EMPLOYMENT AGREEMENT
Employment Agreement • October 30th, 2015 • SOCIAL REALITY, Inc. • Services-advertising agencies • California

EMPLOYMENT AGREEMENT (“Agreement”), dated as of October 19, 2015, by and between Social Reality, Inc., a Delaware corporation (the “Employer”) and Erin DeRuggiero, an individual residing at 4502 Beard Ave South, Minneapolis, MN 55410 (the “Executive”).

SOCIAL REALITY
Stock Option Agreement • January 24th, 2012 • Social Reality • California

Unless otherwise defined herein, the terms defined in the Social Reality, Inc. (“Company”) 2012 Equity Compensation Plan, as amended (“Plan”) shall have the same defined meanings in this Stock Option Agreement.

PURCHASE AGREEMENT
Purchase Agreement • April 3rd, 2024 • SRAX, Inc. • Services-advertising agencies • New York

This PURCHASE AGREEMENT (the “Agreement”), dated as of March 29, 2024 is by and among SRAX, Inc., a Delaware corporation (the “Company”), and, (the “Buyer”).

CREDIT AGREEMENT DATED AS OF DECEMBER 31, 2012, BUT MADE EFFECTIVE AS OF FEBRUARY 22, 2013, BY AND BETWEEN SOCIAL REALITY, INC., AS BORROWER, AND TCA GLOBAL CREDIT MASTER FUND, LP, AS LENDER CREDIT AGREEMENT
Credit Agreement • February 27th, 2013 • Social Reality • Services-advertising agencies • Nevada

This CREDIT AGREEMENT (this “Agreement”), dated as of December 31, 2012 but made effective as of February 22, 2013 (the “Effective Date”), is executed by and between SOCIAL REALITY, INC., a Delaware corporation (the “Borrower”), and TCA GLOBAL CREDIT MASTER FUND, LP (“Lender”).

ASSET PURCHASE AGREEMENT by and between SOCIAL REALITY, INC., and HALYARD MD OPCO, LLC dated as of July 29, 2018
Asset Purchase Agreement • July 30th, 2018 • SOCIAL REALITY, Inc. • Services-advertising agencies

This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of July 29, 2018, is entered into by and between Social Reality, Inc., a Delaware corporation (“Seller”) and Halyard MD Opco, LLC, a Delaware limited liability company (“Buyer”).

FINANCING AGREEMENT
Financing Agreement • November 4th, 2014 • SOCIAL REALITY, Inc. • Services-advertising agencies • Illinois

This FINANCING AGREEMENT (as modified, amended, extended, restated, amended and restated and/or supplemented from time to time, this "Agreement"), dated as of October 30, 2014, is being entered into by and among Social Reality, Inc., a Delaware corporation ("Social"; Social and each other Person who executes a Joinder Agreement and becomes a New Borrower hereunder, including, without limitation, Steel Media, a California corporation ("Steel Media"), from and after the consummation of the Closing Date Acquisition, from time to time, each a "Borrower" and collectively, the "Borrowers"), Social, as the Borrower Representative, the entities party hereto from time to time as Guarantors, the lenders from time to time listed on the Schedule of Lenders attached hereto (each individually, a "Lender" and collectively, the "Lenders") and Victory Park Management, LLC, as administrative agent and collateral agent (the "Agent") for the Lenders and the Holders (as defined herein).

UNIT REDEMPTION AGREEMENT
Unit Redemption Agreement • November 3rd, 2020 • SRAX, Inc. • Services-advertising agencies • Delaware

THIS UNIT REDEMPTION AGREEMENT dated as of October 30, 2020 (this “Agreement”) is entered into by and between Halyard MD, LLC, a Delaware limited liability company (the “Company”), SRAX, Inc., a Delaware corporation (the “Seller”) and, solely with respect to Section 5.11, Halyard MD OpCo, LLC, a Delaware limited liability company (the “Guarantor”).

EMPLOYMENT AGREEMENT
Employment Agreement • January 24th, 2012 • Social Reality • California

This Employment Agreement (the “Agreement”), dated as of January 1, 2012 (the “Effective Date”), is made by and between Social Reality, Inc., a Delaware corporation (the “Company”), and Christopher Miglino (“Executive”). This Agreement is intended to confirm the understanding and set forth the agreement between the Company and Executive with respect to Executive’s employment by the Company. In consideration of the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the Company and the Executive hereby agree as follows:

NOTICE OF PURCHASE AND SALE
Financing Agreement • February 19th, 2016 • SOCIAL REALITY, Inc. • Services-advertising agencies

Reference is made to that certain Financing Agreement, dated as of October 30, 2014 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Financing Agreement”), among Social Reality, Inc., a Delaware corporation (“Social”), Steel Media, a California corporation (“Steel” and together with Social, each a “Borrower” and collectively the “Borrowers”), Social as the Borrower Representative, the Guarantors party thereto, Victory Park Management, LLC, as Agent for the Lenders and the Holders, and the Lenders signatory thereto from time to time. Capitalized terms used but not otherwise defined in this letter shall have the meanings given to such terms in the Financing Agreement.

SUBORDINATION AGREEMENT
Subordination Agreement • November 4th, 2014 • SOCIAL REALITY, Inc. • Services-advertising agencies • Illinois

THIS SUBORDINATION AGREEMENT (this “Agreement”) is entered into as of this 30th day of October, 2014, by and among RICHARD STEEL, an individual (the “Subordinated Creditor”), SOCIAL REALITY, INC., a Delaware corporation (the “Borrower”; the Borrower and each other Person who executes a joinder to this Agreement and becomes an obligor hereunder, including, without limitation, Steel Media, a California corporation (“Steel Media”), from and after the consummation of the Closing Date Acquisition (as defined in the Senior Loan Agreement described below), from time to time, each a “Company” and collectively, the “Companies”) and VICTORY PARK MANAGEMENT, LLC, as administrative agent and collateral agent for the Lenders (as defined in the Senior Loan Agreement described below) or such then present holder or holders of the “Senior Debt” (as hereinafter defined) as may from time to time exist (“Senior Agent”; the Senior Agent, the Lenders and such other present holders of “Senior Debt” from time

Share Exchange Agreement
Share Exchange Agreement • October 5th, 2020 • SRAX, Inc. • Services-advertising agencies • Florida

This Share Exchange Agreement, dated as of September 30, 2020, is made by and among FORCE PROTECTION VIDEO EQUIPMENT CORP, a Florida corporation (the “Acquiror Company”), SRAX, INC., a Delaware company (the “Company”), and Paul Feldman, the owner of all of the Acquiror’s outstanding preferred stock, accounting for a majority of the voting power of the Acquiror Company (the “Principal”).

STOCK PURCHASE AGREEMENT AMONG RICHARD STEEL, STEEL MEDIA AND SOCIAL REALITY, INC. dated as of October 30, 2014
Stock Purchase Agreement • November 4th, 2014 • SOCIAL REALITY, Inc. • Services-advertising agencies • California

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of October 30, 2014, is by and among Richard Steel (the “Seller”), Steel Media, a California corporation (the “Company”) and Social Reality, Inc., a Delaware corporation (the “Buyer”).

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