Substantially Final Form ASSET PURCHASE AGREEMENT by and among [LENDER ACQUISITIONCO, LLC], as Buyer, THE SELLERS PARTY HERETO and solely for the purposes stated expressly herein, BLUE TORCH FINANCE LLC, as Prepetition Agent and DIP Agent Dated as of [●]Asset Purchase Agreement • December 7th, 2023 • Troika Media Group, Inc. • Cable & other pay television services • New York
