0001477932-21-003585 Sample Contracts

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • May 25th, 2021 • Troika Media Group, Inc. • Cable & other pay television services • California

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is made as of the 21st day of May 2021 (the “Effective Date”) by and between Redeeem Acquisition Corp., a California corporation (the "Company"); Kyle Hill ("Executive"), an individual having an address at 1227 11th Street, Unit A, Santa Monica, California 90401. Executive and Company shall be individually referred to as a “Party” and collectively hereinafter referred to as the “Parties.”

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LOCK-UP AGREEMENT
Lock-Up Agreement • May 25th, 2021 • Troika Media Group, Inc. • Cable & other pay television services • Nevada

This LOCK-UP AGREEMENT (the “Lock-Up Agreement”) dated as of May____, 2021 (the “Closing Date”), is by and between Kyle Hill (“Hill”) and Troika Media Group, Inc., a Nevada corporation (“Troika”).

ESCROW AGREEMENT
Escrow Agreement • May 25th, 2021 • Troika Media Group, Inc. • Cable & other pay television services • New York

THIS ESCROW AGREEMENT (“Agreement”), dated as of this 21st day of May, 2021, is made by and among KYLE HILL, an individual (“Hill”), MICHAEL TOWNSEND (“Townsend”), an individual, JOSE SOTO, an individual, CORINA FRANKIE, an individual, ZACH JACOBS, an individual (each of the foregoing individuals are collectively referred to as the “Redeeem Parties”), TROIKA MEDIA GROUP, INC., a Nevada corporation (“TMG”), REDEEEM ACQUISITION CORP., a California corporation (“Buyer”, and together with the Redeeem Parties and TMG, the “Escrow Parties”), and DAVIDOFF HUTCHER & CITRON LLP, a New York limited liability partnership (the “Escrow Agent”)

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • May 25th, 2021 • Troika Media Group, Inc. • Cable & other pay television services • New York

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 21st day of May, 2021 (the “Effective Date”), by and among, (i) REDEEEM LLC, a California limited liability company (“Seller”) and KYLE HILL(“Kyle” and together with Seller, the “Seller Parties”) , (ii) REDEEEM ACQUISITION CORP., a California corporation (“Buyer”), and TROIKA MEDIA GROUP, INC., a Nevada corporation (“Troika,” and together with Buyer, the “Buyer Parties”).

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