Item 1.01 Entry into a Material Definitive Agreement





SRAX Exchange

On December 29, 2021, BIGtoken, Inc. (the "Company") entered into an exchange agreement ("Exchange Agreement") with SRAX, Inc., its former parent company ("SRAX"). Pursuant to the Exchange Agreement, SRAX exchanged all 149,562,566,584 shares of the Company's common stock ("Common Stock") owned by SRAX for 242,078 shares of the Company's Series D Convertible Preferred Stock ("Series D Stock") (the "Exchange"). The Series D Stock issued to SRAX is (i) convertible into the same number of shares of the Company' Common Stock held by SRAX immediately prior to the Exchange (subject to a beneficial ownership limitation on conversion), (ii) is non-voting except as required by law and (iii) is otherwise on parity with the Company's Common Stock with regard to its rights, preferences and limitations.

The foregoing description of the Exchange Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Exchange Agreement, a copy of which is attached hereto as Exhibit 10.01, and which is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth above in Item 1.01 of this Report under the heading "SRAX Exchange" is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits





Exhibit No.    Description
10.01           Exchange Agreement with SRAX dated December 29, 2021
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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