Exhibit
10.08 


 


FEE
LETTER


 


August
8, 2022


 


SRAX,
Inc. 


2629
Townsgate Road

#215 


Westlake
Village, CA 91361


 


		Re:	Senior
                                            Secured Revolving Credit Facility Agreement, dated August 8, 2022 (as amended from time to
                                            time, the “Credit Agreement”) by and among SRAX, Inc. (“Borrower”),
                                            LD Micro, Inc. (“Guarantor”), and [ATW Opportunities Master Fund
                                            II, LP] (“Lender”)



 


Ladies
and Gentlemen:


 


This
fee letter agreement (the “Fee Letter”) is delivered to you in connection with the Credit Agreement and sets
forth the pricing terms, provisions and additional fees and compensation referenced in the Credit Agreement. Capitalized terms used herein
that are not otherwise defined herein shall have the meanings set forth in the Credit Agreement. Unless otherwise indicated, all references
to “this Agreement”, “hereto” or “herein” are references to the Credit Agreement, and all references
to a particular numbered section are references to the applicable Section of the Credit Agreement.


 


1. Financing
Fee. The Borrower shall pay to Lender a financing fee as consideration for extending Borrower credit,
an amount equal to ten percent (10%) of the net proceeds actually received by the Borrower or its Affiliates from the sale of the Securities
Compensation (the “Financing Fee”). The Financing Fee shall be payable in
respect of any Securities Compensation earned by the Borrower or its Affiliates as compensation for services with regard to any contracts
payable in securities which are entered into by Borrower, during the period beginning on the date of the initial funding under the Credit
Agreement (the “Initial Funding Date”) and ending on the date that is the
later of (i) twenty-four months from the Initial Funding Date, and (ii) the Revolving Loan Maturity Date (including any extensions thereof
in accordance with the terms of the Credit Agreement) (the “Financing Fee Period”).
The Financing Fee shall be payable upon the Borrower’s or its Affiliates’ receipt of net proceeds for the sale of such Securities
Compensation even if the actual sale or receipt of such net proceeds occurs after the Financing Fee Period. For purposes of this Fee
Letter, “Securities Compensation” means any shares of common stock, preferred
stock (including common shares issuable upon conversion or exchange of preferred stock or convertible debt thereof) earned by the Borrower
or its Affiliates as compensation for services with regard to any contracts payable in securities which are entered into by Borrower,
including affiliates, and Borrower’s customers during the Financing Fee Period.


 






    	 



     


    

 


2. Other
Provisions.


 


It
is understood and agreed that this Fee Letter shall not
constitute or give rise to any obligation to provide any financing where there is otherwise no such obligation. This Fee Letter may not
be amended nor any provision hereof waived or modified except by an instrument in writing signed by the Borrower, and the Lender. In
the event of any conflict or inconsistency between the provisions of this Fee Letter and the provisions of the Credit Agreement, the
provisions of this Fee Letter shall govern and control.


 


Each
provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be
enforceable notwithstanding the unenforceability of any such other provision or agreement.


 


This
Fee Letter and any claim, dispute or controversy arising under or related to or in connection with this Fee Letter, the relationship
of the parties, and/or the interpretation and enforcement of the rights and duties of the parties shall be governed by and construed
in accordance with the laws of the State of Delaware, without regard to any conflicts of laws principles.


 


This
Fee Letter may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which, when
so executed, shall constitute one and the same agreement. Counterparts may be delivered electronically.


 


[Signature
Page Follows]


 






    	2



     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Fee Letter to be duly executed as of the date first above written.


 


	 	[ATW OPPORTUNITIES MASTER FUND II, LP],  
	 	as Lender
	 	 
	 	By: 	                        
	 	Its:	 
	 	Title:	 




 


Signature Page to Fee Letter 


 






    	 



     


    

 


	 	SRAX, INC. 
	 	as Borrower
	 	 
	 	By:	         
	 	Its:	 
	 	Title:	 




 


Signature Page to Fee Letter