Exhibit 10.8


 


PLATFORM ACCOUNT CONTRACT


(Common Stock)


 


This Platform Account
Contract (this “Agreement”) is a binding agreement between you (“User” or “you”)
and SRAX, Inc., with an address at 2629 Townsgate Road, Suite 215, Westlake Village, CA 91361 (“Company”). This Agreement
governs your use of the Platform (as defined below) made available to you by the Company, including through the Website (as defined below),
and is effective as of the date of presentation and acceptance by you as set forth in the following paragraph (including through the Website
and/or Platform). Each of Company and User may be referred to herein as a “Party” and collectively as the “Parties.”


 


AGREEMENT


1.       Definitions.


 


Any terms not defined
herein will have the meaning ascribed to them in the Standard Terms and Conditions for Internet Advertising for Media Buys of One Year
or Less (Terms and Conditions), a copy of which are attached hereto as Exhibit A. Additionally, with regard to any
inconsistent or contradictory terms or conditions contained in the Terms and Conditions or the IO, the terms contained in this Agreement
will govern. All Capitalized terms defined herein shall have the following meanings:


 


(a)                
Access Exception means any failure or delay to provide access to or aspects of the Platform due to: (a) failure, interruption,
outage or other problem with any software, hardware, system, network, facility or other matter not supplied by Company pursuant to this
Agreement; (b) strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, pandemic, hostilities, war, terrorist
attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, heat, light,
air conditioning, or loss and destruction of property; (c) User’s or any Authorized User’s negligence or breach of this Agreement;
(d) regularly scheduled downtime for purposes of upgrading and maintaining the Platform and Website; and (e) any other causes beyond Company’s
reasonable control.


 


(b)               
Authorized Users means those employees of the Company explicitly authorized by the Company to access and use the Platform
in accordance with this Agreement.


 


(c)                
Commission means the United States Securities and Exchange Commission.


 


(d)               
Common Stock means the common stock of the User.


 


(e)                
Common Stock Equivalents means any securities of the User or a subsidiary thereof which would entitle the holder thereof
to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 


(f)                 
Effective Date shall mean the date on which the User accepts this Agreement as described herein.


 


(g)               
Exempt Issuance means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the
User pursuant to any tax qualified stock or option plan, (b) securities upon the exercise or exchange of or conversion of any securities
issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding
on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number
of such securities or to decrease the exercise price, exchange price or conversion price of such securities, (c) securities issued pursuant
to acquisitions or strategic transactions approved by a majority of the disinterested directors of the User, provided that any such issuance
shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or
an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits
in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for
the purpose of raising capital or to an entity whose primary business is investing in securities.


 


 


 






    	 	1	 



     


    

 


(h)       Fees
means the following:


 


(i)                 
Platform access: $20,000.00 for access to the Platform for a 12-month period from the Effective Date. This platform
access fee is non-cancelable and will be deemed fully earned when paid.


 


(ii)               
Deliverables: User hereby agrees to a non-cancelable purchase of Deliverables from the Company in the amount
of $480,000.00. The purchase price will be paid on the Effective Date of this Agreement and made pursuant to a valid IO. See Exhibit B
for details.


 


(iii)             
Additional Fees may be assessed if the Depository Trust Company (“DTC”) or Non-Objecting Beneficial Owner
(“NOBO”) lists exceed 5,000 Stakeholders or the frequency of these imports exceeds once per calendar week for DTC and once
per calendar month for NOBO.


 


(iv)              
Creative: Company will provide creative services required to fulfill Deliverables as needed which may include;
landing page, IAB standard display ad units, placements within various social media outlets and email composition. In addition, company
will spend a reasonable amount of time in design consultation, development, edits and changes. Services include one (1) round of revisions
per design and a creative refresh every two (2) months. Additional design services will be available at an additional cost.


 


(i)       IO
means an Insertion Order, entered into by the User and the Company, in substantially the same form as attached hereto as Exhibit B.


 


(j)       Legend Removal
Date has the meaning set forth in Section 6(b).


 


(k)       Person
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,
joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


(l)       Platform
means the Sequire platform.


 


(m)      Purchase
Price means the User’s Common Stock set at $4.00 USD per share or as applicable on the first day of any Renewal Term.


 


(n)       Rule
144 means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from
time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as Rule 144.


 


(o)       Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


(p)       Term has the meaning set forth in Section 5(a).


 


(q)       Terms of Use means the Terms of Use governing use of the Website and available at https://mysequire.com/Terms
(or successor URL thereto) as the same may be updated from time-to-time in accordance with the terms thereof.


 


(r)       Trading Day means a day on which the principal Trading Market is open for trading.


 


(s)       Trading Market means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading
on the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York
Stock Exchange or the OTC Bulletin Board (or any successors to any of the foregoing).


 


 


 


 






    	 	2	 



     


    

 


(t)       VWAP means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock
is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest
preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading
Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the OTC Bulletin Board is not a Trading Market, the
volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board, (c) if the
Common Stock is not then listed or quoted for trading on the OTC Bulletin Board and if prices for the Common Stock are then reported in
the “Pink Sheets” published by Pink OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of
reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value
of a share of Common Stock as determined by an independent appraiser selected in good faith by the Company and reasonably acceptable to
the User, the fees and expenses of which appraiser shall be paid by the User.


 


(u)       Website means the website and any web based applications and any content, functionality, and services offered on or through,
available at: http://mysequire.com.


 


2.       Grant &
Access.


 


(a)       Grant. Subject to and conditioned on User’s payment of the Fees and compliance with all other terms and conditions of this Agreement,
Company hereby grants User a non-exclusive, non-transferable and non-sublicensable right to access and use the Platform during the Term,
solely by the Authorized Users for User’s own internal business purposes, and in accordance with the terms and conditions of this
Agreement. Company reserves all rights in or to the Platform not expressly granted to User in this Agreement.


 


(b)       Online
Access. The Platform is accessible through the Website (and may eventually be accessible through a mobile application) and User’s
use of the Platform and Website is subject to and conditioned upon compliance with the Terms of Use, which are incorporated in and made
part of this Agreement as if fully contained herein. Each reference to the “Agreement” shall be deemed to mean this Agreement,
together with the incorporated Terms of Use. For clarification, any reference to the “Website” in the Terms of Use includes
the Platform. In the event of a conflict between the terms of this Agreement and the Terms of Use, the terms of this Agreement shall
prevail.


 


3.       Party Obligations.


 


(a)       Company
Responsibilities.


 


(i)                 
Subject to the terms of this Agreement, Company shall use commercially reasonable efforts to make access to the Platform available
24 hours per day and 7 days per week. If access to the Platform is available less than 99% of the time in any calendar month for reasons
not constituting an Access Exception, then, following User’s written request, Company will provide User a credit equal to 10% of
the Fees due for such month for each percentage point by which such uptime commitment is missed (for example, if access to the Platform
was available 98% - 98.9% of the time in a month, the credit would be equal to 10%, and if access to the Platform was available 97% -
97.9% of the time, the credit would be equal to 20%), up to a maximum of the full amount of Fees due for such month. Any credit will be
applied to the next month’s Fees due hereunder and, if this Agreement terminates prior to application of the applicable credit,
such credit shall be treated as a reimbursement obligation by Company. This Agreement does not entitle User to any support for the Platform.


 


(ii)               
Company may update or modify the Platform from time to time at Company’s sole discretion, and may require User to obtain
and use the most recent version(s); provided, that if any such update materially decreases the functionality of the Platform, User may,
at any time within 30 days of implementation of such updates and as its sole remedy, terminate this Agreement with 15 days prior written
notice to Company.


 


 


 


 






    	 	3	 



     


    

 


(b)       User Responsibilities
 .


 


(i)                 
User is responsible and liable for all uses of the Platform resulting from access provided to User, directly or indirectly, whether
such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, User is responsible
for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement
if taken by User will be deemed a breach of this Agreement by User. User shall use reasonable efforts to make all Authorized Users aware
of this Agreement’s provisions as applicable to such Authorized User’s use of the Platform, and shall cause Authorized Users
to comply with such provisions.


 


(ii)               
User is responsible for supplying access to all data necessary to make use of the Platform, including NOBO and/or SPR data. User
agrees to provide all the necessary documents requested by the Company to grant them access to said data.


 


(iii)             
User is responsible for complying with all federal, state, and local laws, ordinances, codes, rules, regulations, judgments, decrees,
orders including securities laws related to the User’s securities and as applicable to User and its securities.


 


4.       Payment.


 


(a)       Fees. As payment for the Fees (excluding Additional Fees) User will issue the Company 125,000 of shares of Common Stock
equal to the aggregate amount of Fees divided the Purchase Price set at $4.00 USD per share (“Shares”). The number of Shares
are subject to adjustment as provided for in Section 4(d) below.


 


(b)       Additional Fees. The Additional Fees, if any, will be billed to your credit card on file during that Term.


 


(c)       Taxes. User is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any
kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by or to User hereunder, other
than any taxes imposed on Company’s income.


 


(d)       Share Adjustment. For so long as the Company owns any Shares, if User or any subsidiary thereof, as applicable, shall, except
with respect to an Exempt Issuance, sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose
of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents,
at an effective price per share less than the Purchase Price then in effect (such lower price, the “Base Share Price” and
such issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Common Stock
or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating
conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with
such issuance, be entitled to receive shares of Common Stock at an effective price per share that is less than the Purchase Price, such
issuance shall be deemed to have occurred for less than the Purchase Price on such date of the Dilutive Issuance at such effective price),
then simultaneously with the consummation (or, if earlier, the announcement) of each Dilutive Issuance the Purchase Price shall be reduced
and only reduced to equal the Base Share Price and the User will issue the Company such additional Shares calculated as follows:


 


(X * (Y/Z)) – X


 


Where X shall mean the Shares held immediately before the
Dilutive Event;


Where Y shall mean the Purchase Price; and


Where Z shall mean the Base Share Price.


 


 


 


 






    	 	4	 



     


    

 


5.       Term and Termination.


 


(a)       Term.
The initial term of this Agreement begins on the Effective Date and continues as a one (1) year subscription from such date (the “Initial
Term”). This Agreement will automatically renew on a month-to-month basis after the first year until either party gives the other
party written notice of non-renewal at least 30 days prior to the expiration of the then-current term “Renewal Term”. Collectively,
the Initial Term and any subsequent Renewal Term will be referred to as the “Term.”


 


(b)       Termination. In addition to any other express termination right set forth in this Agreement: either party may terminate
this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement or the Terms of
Use, and such breach is incapable of cure, or being capable of cure, remains uncured 30 days after the non-breaching party provides the
breaching party with written notice of such breach. If User’s account is terminated pursuant to this Agreement or under the Terms
of Use, User acknowledges that it will not be entitled to a refund of any Fees and that the Fees are deemed earned by the Company on the
Effective Date or on the first day of any subsequent Renewal Term. Upon termination of this Agreement, User shall immediately lose access
to the Platform and any of User’s data derived from the Platform, including stakeholder data.


 


(c)       Survival. The provisions set forth in Sections 1, 5, 6, and 7 and 8 of this Agreement, and any other right or obligation
of the parties in this Agreement, by its nature, should survive termination or expiration of this Agreement (including any terms related
to ownership of intellectual property, confidentiality or indemnification), will survive any expiration or termination of this Agreement.


 


6.       Other Agreements
of the Parties


 


(a)       Pledge of Shares. User acknowledges and agrees that Company may from time to time pledge pursuant to a bona fide margin
agreement with a registered broker-dealer or grant a security interest in some or all of the Shares to a financial institution that is
an “accredited investor” as defined in Rule 501(a) under the Securities Act and, if required under the terms of such arrangement,
the Company may transfer pledged or secured Shares to the pledgees or secured parties. Such a pledge or transfer would not be subject
to approval of the User and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection
therewith. Further, no notice shall be required of such pledge. User will execute and deliver such reasonable documentation as a pledgee
or secured party of Shares may reasonably request in connection with a pledge or transfer of the Shares.


 


(b)       Removal of Restrictive Legend.


 


(i)       Certificates
evidencing the Shares shall not contain any legend, (i) while a registration statement covering the resale of such Shares is effective
under the Securities Act, (ii) following any sale of such Shares pursuant to Rule 144, (iii) if such Shares are eligible for sale under
Rule 144, without the requirement for the User to be in compliance with the current public information required under Rule 144 as to
such Shares and without volume or manner-of-sale restrictions, or (iv) if such legend is not required under applicable requirements of
the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The User shall cause
its counsel to issue a legal opinion to its transfer agent promptly (and at no further cost to the Company) at any time after the Effective
Date if the requirements of Rule 144 have been met, if required by the transfer agent to effect the removal of the legend contained on
the Shares at no charge to the Company. The User agrees that at such time as a restrictive legend is no longer required pursuant to Rule
144, it will, no later than three Trading Days following the delivery by the Company to the User or the transfer agent of a certificate
representing Shares issued with a restrictive legend (such third Trading Day, the “Legend Removal Date”), deliver or cause
to be delivered to the Company a certificate representing such Shares that is free from all restrictive and other legends. Certificates
for the Shares subject to legend removal hereunder shall be transmitted by the transfer agent to the Company by crediting the account
of the Company’s prime broker with the Depository Trust Company System as directed by the Company.


 


 


 


 






    	 	5	 



     


    

 


(ii)       Partial
Liquidated Damages. In addition to the Company’s other available remedies, the User shall pay to the Company, in cash, as partial
liquidated damages and not as a penalty, for each $1,000 of value of Shares (based on the VWAP of the Common Stock on the date such Shares
are submitted to the transfer agent) delivered for removal of the restrictive legend, $10 per Trading Day (increasing to $20 per Trading
Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Legend Removal Date until such certificate
is delivered without a legend. Nothing herein shall limit Company’s right to pursue actual damages for the User’s failure
to deliver certificates representing any Shares, and the Company shall have the right to pursue all remedies available to it at law or
in equity including, without limitation, a decree of specific performance and/or injunctive relief.


 


(iv)       No
Election of Remedies. The remedies contained in this Section 6 are intended to be cumulative.


 


(c)       Piggyback
Registration. The Company will be entitled to “piggyback” registration rights with regard to the Shares on all registration
statements of the Company.


 


7.       General.


 


(a)       Notices. Each party shall deliver all communications in writing either in person, by certified or registered mail, return
receipt requested and postage prepaid, by email (with confirmation of transmission), or by recognized overnight courier service, and addressed
to the other party at the addresses set forth above (or to such other address that the receiving party may designate from time to time
in accordance with this section).


 


(b)       Marketing Materials. Company may reference its relationship with User on Company’s website and in its marketing materials;
provided, that, Company’s specific use of User’s name is subject to User’s prior written consent, which consent shall
not be unreasonably withheld.


 


(c)       Entire Agreement. This Agreement and the Exhibits hereto, including any terms incorporated herein, contains the entire understanding
of the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous written or oral understandings,
agreements, representations, and warranties with respect to such subject matter. The headings in this Agreement are for reference only
and do not affect the interpretation of this Agreement.


 


(d)       Assignment. Neither party may assign its rights or delegate its obligations without the express prior written consent of
the other party, which consent may not be unreasonably withheld. Notwithstanding the foregoing, this Agreement may be assigned without
consent of the other party if there is a sale, merger or acquisition of all or a majority of the assets of a party, or if there is a
sale of a controlling interest of such Party. This Agreement is binding upon and inures to the benefit of the parties hereto and their
respective permitted successors and permitted assigns.


 


(e)       No Amendment or Waiver. The parties may not amend this Agreement except by written instrument signed by the parties. No
waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party
so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power
or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise
of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or of any other right, remedy, power
or privilege. Notwithstanding the foregoing, nothing herein shall be deemed to limit Company’s ability to unilaterally update or
modify the Terms of Use in accordance with the terms thereof, with such modification not being considered an amendment or waiver of any
provision of this Agreement.


 


(f)       Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the
provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement
will continue in full force and effect.


 


 


[Remainder of Page Intentionally Left Blank]


 


 


 


 



    	 	6	 



     


    

 


IN WITNESS WHEREOF,
the Parties have caused this Agreement to be executed by their respective duly authorized representatives as of the Effective Date.


 


	COMPANY
	 	USER
	 	 	 
	SRAX, Inc.	 	Xinda International Corp.
	 	 	 
	 	 	 
	By 	/s/ Randy Clark	 	By 	/s/ Joe
Grimes
	 	 	 	 	 
	Name:	Randy Clark	 	Name:	Joe
Grimes
	 	 	 	 	 
	Title:	COO	 	Title:	CEO
	 	 	 	 	 
	Date:
	3/21/2021
| 11:47 AM CDT	 	Date:
	3/21/2021 | 9:41 AM PDT


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	7	 



     


    

 


EXHIBIT A


http://www.iab.net/media/file/IAB_4As-tsandcs-FINAL.pdf


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	8	 



     


    

 


EXHIBIT B


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	9