Exhibit 10.37


 


CONTINGENT
VALUE RIGHT


 


This
contingent value right agreement (“Agreement”) is dated as of June 13, 2022 (“Effective Date”),
by and among SRAX, Inc. (the “Seller”) and [______] (the “Purchaser”).


 


W I T N E S S E T H:


 


WHEREAS,
the Purchaser desires to purchase from the Seller and the Seller desires to sell to the Purchaser: a contingent value right that entitles
Purchaser to receive the proceeds upon the sale of the securities described on Schedule A hereto (“Securities”);


 


NOW,
THEREFORE, in consideration of the mutual covenants contained herein, and intending to be legally bound, the parties hereto agree as
follows:


 


ARTICLE
I


 


Purchase
and Sale of the Common Stock


 


Section
1.1. Purchase and Sale of the Contingent Value Right.


 


(a)
Upon the terms and subject to the conditions of this Agreement and on the basis of the representations, warranties and agreements contained
herein, the Purchaser agrees to pay to Seller an amount equal to $404,513.40 in US Dollars on the Effective Date (“Purchase
Price”) in exchange for the Seller selling, assigning, transferring and conveying to the Purchaser the right to receive the
proceeds (less expenses and brokerage fees from the sales) from the sale of the Securities by Seller if and when sold by Seller (the
“CVR”).


 


(b)
Seller further agrees that beginning on the Effective Date, if prior to the sale of any of the Securities, the Seller receives additional
securities as a result of the ownership of the Securities, as applicable (“Additional Securities”), such Additional
Securities will become part of the Securities and will be subject to the same terms and conditions of this Agreement upon sale.


 


(c)
Upon any sale of Securities by the Seller, the Seller shall remit payment of the amount of proceeds received from the sale of such Securities
to the Purchaser, less expenses and brokerage fees incurred during such sales (“CVR Payments”). Such CVR Payments
will be made by Seller to Purchaser on the first business day following each previous week in which such applicable Securities were sold.
Seller will continue to make the CVR Payments to Purchaser until such time that all of the Securities have been sold. In the event that
the Securities have all been sold and all CVR Payments made to Purchaser in the aggregate are less than 120% of the Purchase Price, then
within five (5) business days thereafter, the Seller will pay such amount to Purchaser equal to: 120% of the Purchase Price less the
total aggregate amount of the CVR Payments made.


 




    	 



    	 



    

 


(d)
Notwithstanding the foregoing, on the 90th day following the date that the Purchase Price is received by the Seller up to
and until the 120th day following the date that the Purchase Price is received by the Seller, the Purchaser shall have the
option to demand that the Seller pay the Purchaser the following amount (“CVR Option Amount” within five (5) business
days of such notice: 120% of the initial Purchase Price less any CVR Payments previously paid by Seller to Purchaser. For purposes of
clarity, upon payment of the CVR Option Amount, all future right to any payments upon sales of the Securities or Additional Securities
still held by Seller shall remain the sole property of Seller and Purchaser shall have no right to receive future amounts upon the sale
of Securities or any amounts further under this Agreement.


 


Section
1.2. Closing Deliveries. At the closing, subject to the terms and conditions hereof, Purchaser shall cause Seller to pay the Purchase
Price pursuant to the wire instructions to be provided by Seller and upon such payment of the Purchase Price, Seller shall confirm ownership
of the CVR by Purchaser. 


 


ARTICLE
II


 


Representations
and Warranties Regarding the Seller


 


The
Seller hereby represents and warrants to the Purchaser as follows:


 


Section
2.1. Authorization. Seller is the owner and has the rights to the Securities. Seller did not offer or sell the Securities by any
form of general solicitation or general advertising. Seller not an “affiliate” of the any of the issuers of the Securities,
as defined in Rule 405 and Rule 144 under the Securities Act of 1933, as amended (the “1933 Act”). Seller has the
power and authority to execute and deliver this Agreement and to perform its obligations hereunder, all of which have been duly authorized
by all requisite action. This Agreement has been duly authorized, executed and delivered by it and constitutes its valid and binding
obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
For purposes of this paragraph, the “Seller” includes any person that would be included with the Seller for purposes of Rule
144(a)(2).


 


Section
2.2. No Consents/Advice. No notice to, filing with, or authorization, registration, consent or approval of any governmental authority
or other individual, partnership, corporation, joint stock company, unincorporated organization or association, trust or joint venture,
or a governmental agency or political subdivision thereof (each, a “Person”) is necessary for the execution, delivery
or performance of this Agreement or the consummation of the transactions contemplated hereby by it. Seller has consulted such legal,
tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with the terms of this Agreement.





 


Section
2.3. Ownership of the Securities. Seller owns, or will own (with respect to the Additional Securities) the Securities beneficially
and of record, free and clear of any liens, claims or encumbrances, (collectively, “Encumbrances”). Other than this
Agreement, it has not entered into any agreement, arrangement or other understanding (i) granting any option, warrant or right of first
refusal with respect to the Securities to any Person, (ii) restricting its right to sell the Securities, or (iii) restricting any other
of its rights with respect to the Securities. Upon execution of this Agreement, the CVR will be the only Encumbrance created by the Seller
with respect to the Securities and Seller further represents and warrants that it will not, without the written approval of Purchaser,
create any other Encumbrances under these Securities.


 






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Section
2.4. Brokers. No Person is or will be entitled to a broker’s, finder’s, investment banker’s, financial adviser’s
or similar fee from it in connection with this Agreement or any of the transactions contemplated hereby.


 


Section
2.5 No Litigation. There is no action, suit, proceeding, judgment, claim or investigation pending, or to the knowledge of the
Seller, threatened against the Seller which could reasonably be expected in any manner to challenge or seek to prevent, enjoin, alter
or materially delay any of the transactions contemplated hereby.


 


Section
2.6 Bankruptcy. Seller is not under the jurisdiction of a court in a Title 11 or similar case (within the meaning of Bankruptcy
Code Section 368(a)(3)(A) (or related provisions)) or involved in any insolvency proceeding or reorganization.


Section
2.7 Additional Securities. Seller agrees to notify Purchaser immediately upon the issuance of any Additional Securities and to
cause such Additional Securities to be subject to the terms of this Agreement, as applicable.


 


ARTICLE
III


 


Representations
and Warranties Regarding the Purchaser


 


The
Purchaser hereby represents and warrants to the Seller as follows:


 


Section
3.1. Authorization. It has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder,
all of which have been duly authorized by all requisite action. This Agreement has been duly authorized, executed and delivered by it
and constitutes its valid and binding agreement, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights
and to general equity principles.


 


Section
3.2. Access to Information. It has received all information regarding the Securities that it deems necessary or advisable to evaluate
the risks and merits of the purchase of the CVR. It acknowledges that neither the Seller nor any of its authorized representatives have
made any representation or warranty regarding the Securities or an investment in the CVR, other than as contained herein. Purchaser has
made its own investigation of the issuers of the Securities in making Purchaser’s determination to purchase the CVRs. Purchaser
understands that its investment in the CVR involves a significant degree of risk.


 




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Section
3.3. Brokers. No person is or will be entitled to a broker’s, finder’s, investment banker’s, financial adviser’s
or similar fee from it in connection with this Agreement or any of the transactions contemplated hereby.


 


Section
3.4. Financial Resources. It has presently available to it sufficient cash resources to enable it to pay the Purchase Price.


 


ARTICLE
IV


 


Survival,
Amendment and Waiver


 


Section
4.1. Survival. The representations and warranties contained in this Agreement or any certificate delivered in connection herewith
shall survive the sale of the Securities and payment of the CVR Payments or CVR Option Amount as contemplated hereby.


 


Section
4.2. Amendments. This Agreement (including the provisions of this Section 4.2) may not be amended or modified except by an instrument
in writing signed on behalf of all of the parties affected by such amendment or modification.


 


Section
4.3. Extension; Waiver. The parties hereto may (i) extend the time for performance of any of the obligations or other acts of
the other parties hereto, (ii) waive any inaccuracies in the representations and warranties of the other parties hereto contained herein
or in any document delivered pursuant hereto, and (iii) waive compliance with any of the agreements of the other parties hereto or satisfaction
of any of the conditions to such party’s obligations contained herein. Any agreement on the part of a party hereto to any such
extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of a party
hereto to assert any of its rights hereunder shall not constitute a waiver of such rights.


 


ARTICLE
V


 


Miscellaneous


 


Section
5.1. Notices. All notices, requests, claims, demands, waivers and other communications hereunder shall be in writing and shall
be deemed to have been duly given when delivered by hand, when delivered by courier, three days after being deposited in the mail (registered
or certified mail, postage prepaid, return receipt requested), or when received by facsimile transmission or electronic mail at the coordinates
or addresses provided by the parties.


 


Section
5.2. Expenses. Each of the parties hereto shall pay its own expenses incident to this Agreement and the transactions contemplated
herein.


 




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Section
5.3. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance
with, the internal laws of the State of Delaware, without reference to the choice of law principles thereof. Each party hereto irrevocably
waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any
claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES
HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN
CONSULTED SPECIFICALLY AS TO THIS WAIVER.


 


Section
5.4. Assignment; Successors and Assigns; No Third Party Rights. This Agreement may not be assigned by operation of law or otherwise,
and any attempted assignment shall be null and void. This Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, successors, permitted assigns and legal representatives. This Agreement shall be for the sole benefit of
the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives and is not intended,
nor shall be construed, to give any Person, other than the parties hereto and their respective heirs, successors, assigns and legal representatives,
any legal or equitable right, remedy or claim hereunder.


 


Section
5.5. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original agreement, but all
of which together shall constitute one and the same instrument.


 


Section
5.6. Titles and Headings. The titles and headings in this Agreement are for reference purposes only, and shall not in any way
affect the meaning or interpretation of this Agreement.


 


Section
5.7. Entire Agreement. This Agreement constitute the entire agreement among the parties with respect to the matters covered hereby
and thereby and supersede all previous written, oral or implied understandings among them with respect to such matters.


 


Section
5.8. Severability. The invalidity of any portion hereof shall not affect the validity, force or effect of the remaining portions
hereof. If it is ever held that any restriction hereunder is too broad to permit enforcement of such restriction to its fullest extent,
such restriction shall be enforced to the maximum extent permitted by law.


 


Section
5.9. Interpretation. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,”
“hereto,” “hereof” and words of similar import refer to this Agreement as a whole and not to any particular Section
or paragraph hereof; (ii) words importing the masculine gender shall also include the feminine and neutral genders, and vice versa; and
(iii) words importing the singular shall also include the plural, and vice versa.


 


Section
5.10. No Strict Construction. Each of the parties hereto acknowledge that this Agreement has been prepared jointly by the parties
hereto, and shall not be strictly construed against either party.


 


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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.


 


	 	SELLER:
	 	 	 
	 	SRAX,
    INC.
	 	 	 
	 	By:	                    
	 	Name: 	 
	 	Title:	 
	 	 	 
	 	PURCHASER:
	 	 	 
	 	By:	 
	 	Name:
    	 
	 	Title:
    	 


 




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