SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 24th, 2024 • Algorhythm Holdings, Inc. • Phonograph records & prerecorded audio tapes & disks • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of October 22, 2024, by and between Algorhythm Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
ContractSecurity Agreement • October 24th, 2024 • Algorhythm Holdings, Inc. • Phonograph records & prerecorded audio tapes & disks • New York
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTIONS 3 AND 18(a) HEREOF. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE MAY BE L
SUBSIDIARY GUARANTEESubsidiary Guarantee • October 24th, 2024 • Algorhythm Holdings, Inc. • Phonograph records & prerecorded audio tapes & disks
THIS SUBSIDIARY GUARANTEE (as amended, restated, supplemented, or otherwise modified and in effect from time to time, this “Guarantee”) is made as of October 22, 2024, jointly and severally, by and among Algorhythm Holdings, Inc., a Delaware corporation (the “Company”), SMC (HK) Limited, a Hong Kong company, SMC Logistics, Inc., a California corporation, SMC-Music, Inc., a Florida corporation, MICS Hospitality Holdings, Inc., a Delaware corporation, MICS Hospitality Management, LLC, a Delaware limited liability company, MICS Nomad, LLC, a Delaware limited liability company, SemiCab Holdings, LLC, a Nevada limited liability company, The Singing Machine Company, Inc., a Delaware corporation, and together with each other Person who becomes a party to this Guarantee by execution of a joinder in the form of Exhibit A attached hereto, which shall include all wholly-owned or majority-owned subsidiaries of the Company acquired after the date hereof for so long as this Guarantee remains in effe
