SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 6th, 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 December 4, 2024, 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”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • December 6th, 2024 • Algorhythm Holdings, Inc. • Phonograph records & prerecorded audio tapes & disks • New York
SERIES B COMMON STOCK PURCHASE WARRANT ALGORHYTHM HOLDINGS, INC.Warrant Agreement • December 6th, 2024 • Algorhythm Holdings, Inc. • Phonograph records & prerecorded audio tapes & disks
THIS SERIES B COMMON STOCK PURCHASE WARRANT (“Warrant”) certifies that, for value received, ______________ 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 the Shareholder Approval Date (as defined below) (such date, the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York, New York time) on the two and one-half (2.5) year anniversary of the Initial Exercise Date, provided that if such date is not a Trading Day, the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from Algorhythm Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares Common Stock, the (“Warrant Shares”), subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT ALGORHYTHM HOLDINGS, INC.Pre-Funded Common Stock Purchase Warrant • December 6th, 2024 • Algorhythm Holdings, Inc. • Phonograph records & prerecorded audio tapes & disks
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______________ 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 the date hereof (such date, the “Initial Exercise Date”) until the date this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Algorhythm Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of common stock, par value $0.01 per share, of the Company (“Common Stock”), subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • December 6th, 2024 • Algorhythm Holdings, Inc. • Phonograph records & prerecorded audio tapes & disks • New York
THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November _____, 2024, by and between Algorhythm Holdings, Inc., a Delaware corporation (the “Company”), and Stingray Group Inc. a Canadian Corporation (the “Stockholder”).
