TROIKA MEDIA GROUP, INC. UNDERWRITING AGREEMENT [●] Shares of Common Stock and [●] Investor Warrants (Exercisable for up to [●] Shares of Common Stock)Underwriting Agreement • March 31st, 2021 • Troika Media Group, Inc. • Cable & other pay television services • New York
Troika Media Group, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Kingswood Capital Markets, division of Benchmark Investments, Inc. (“Kingswood”), is acting as the representative (the “Representative”), an aggregate of [●] authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”) and common stock purchase warrants (the “Investor Warrants” and together with the Firm Shares, the “Firm Securities”) exercisable for up to [●] shares of Common Stock (the “Investor Warrant Shares”). The Company also proposes to issue and sell to the Underwriters, upon the terms and conditions set forth herein, up to an additional [●] authorized but unissued shares of Common Stock (the “Option Shares”) and/or additional Investor Warrants (the “Option Warrant
FORM OF WARRANT AGENT AGREEMENTForm of Warrant Agent Agreement • March 31st, 2021 • Troika Media Group, Inc. • Cable & other pay television services • New York
THIS WARRANT AGENT AGREEMENT (this “Agreement”) is dated April [ ], 2021, between Troika Media Group, Inc., a Nevada corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, acting as warrant agent (the “Warrant Agent”).
SEPARATION AGREEMENTSeparation Agreement • March 31st, 2021 • Troika Media Group, Inc. • Cable & other pay television services • New Jersey
This SEPARATION AGREEMENT, dated as of February 28th, 2021 (this “Agreement”), is between Troika Media Group, Inc, a Nevada Corporation with a principal place of business at 1715 North Gower Street, Los Angeles, CA 90028 (the “Company”), and SAB Management, LLC. and Andrew Bressman, having an address at 31 Pine Hill Road, Old Tappan, New Jersey 07675 (collectively the “Consultant”).
