FINANCING AGREEMENT Dated as of March 21, 2022 by and among TROIKA MEDIA GROUP, INC., as Borrower, AND EACH SUBSIDIARY OF BORROWER LISTED AS A GUARANTOR ON THE SIGNATURE PAGES HERETO, as Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO, as...Financing Agreement • March 24th, 2022 • Troika Media Group, Inc. • Cable & other pay television services • New York
Financing Agreement, dated as of March 21, 2022, by and among Troika Media Group, Inc., a Nevada corporation (the “Borrower”), each subsidiary of the Borrower listed as a “Guarantor” on the signature pages hereto (together with each other Person that executes a joinder agreement and becomes a “Guarantor” hereunder, each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), Blue Torch Finance LLC, a Delaware limited liability company (“Blue Torch”), as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”), and Blue Torch, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 24th, 2022 • Troika Media Group, Inc. • Cable & other pay television services • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 21, 2022, is by and between Troika Media Group, Inc., a Nevada corporation (the “Company”), and Blue Torch Finance LLC, a Delaware limited liability company (the “Holder”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • March 24th, 2022 • Troika Media Group, Inc. • Cable & other pay television services • New York
PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of March 21, 2022, made by each of the Grantors referred to below, in favor of Blue Torch Finance LLC, a Delaware limited liability company (“Blue Torch”), in its capacity as collateral agent for the Secured Parties referred to below (in such capacity, together with its successors and assigns in such capacity, if any, the “Collateral Agent”).
COMMON STOCK PURCHASE WARRANT TROIKA MEDIA GROUP, INC.Troika Media Group, Inc. • March 24th, 2022 • Cable & other pay television services • New York
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, Blue Torch Finance LLC, a Delaware limited liability company or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after March 21, 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 21, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Troika Media Group, Inc., a Nevada corporation (the “Company”), up to 1,929,439 shares (the “Warrant Shares”) of Common Stock, as the same may be adjusted to the provisions provided herein. The Warrant is being issued pursuant to the terms and conditions of the Financing Agreement (the “Financing Agreement”) dated March 21, 2022, by and among the Company and each of its subsidiaries, and Lenders from time to time party thereto and Blue Torch Finance, LLC, as Administrative Agent and Col
INTERCOMPANY SUBORDINATION AGREEMENTIntercompany Subordination Agreement • March 24th, 2022 • Troika Media Group, Inc. • Cable & other pay television services
THIS INTERCOMPANY SUBORDINATION AGREEMENT, dated as of March 21, 2022 (as amended, restated, amended and restated, supplemented, renewed, extended, replaced or otherwise modified from time to time, this “Agreement”), is made by each of the Obligors (as defined below) in favor of Blue Torch Finance LLC, a Delaware limited liability company (“Blue Torch”), as collateral agent for the Lenders referred to below (in such capacity, together with its successors and permitted assigns in such capacity, if any, the “Collateral Agent”).
