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.”
Lock-Up Agreement September ___, 2020Lock-Up Agreement • September 11th, 2020 • SRAX, Inc. • Services-advertising agencies • Delaware
This Lock-Up Agreement (this “Agreement”) is executed by and between SRAX, Inc. (“Parent”), and the undersigned signatory in connection with the Agreement and Plan of Merger, dated as of September 4, 2020 (the “Merger Agreement”), by and among Parent, Townsgate Merger Sub 1, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub 1”), LD Micro, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub 2”), LD Micro, Inc., a California corporation (“LD Micro”), and Christopher Lahiji, as the sole stockholder of LD Micro, pursuant to which Merger Sub 1 will merge with and into LD Micro, with LD Micro surviving the merger, and then LD Micro will merge with and into Merger Sub 2, with Merger Sub 2 surviving the merger as a wholly owned subsidiary of Parent (collectively, the “Merger”) and pursuant to which all outstanding shares of LD Micro’s capital stock will be exchanged for shares of Class A common stock, par value $0.001 per share (the “Co
VOTING PROXY AGREEMENTVoting Proxy Agreement • September 11th, 2020 • SRAX, Inc. • Services-advertising agencies • Delaware
This PROXY AGREEMENT, dated as of September ___, 2020 (this “Proxy Agreement”), is between Christopher Lahiji (“Stockholder”) and Christopher Miglino, an individual or any successor (“Miglino”), in his capacity as Chief Executive Officer (“CEO”) of SRAX, Inc., a Delaware corporation (the “Company”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 11th, 2020 • SRAX, Inc. • Services-advertising agencies • California
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into by and between on the one hand SRAX, Inc., a Delaware corporation (the “Parent”), and its wholly owned subsidiary, LD Micro, Inc., a Delaware corporation (the “Company”), and on the other hand Christopher Lahiji (the “Executive”), as of the 4th day of September, 2020 and made effective as of the Merger Closing Date (as defined below) (the “Effective Date”).
