EXHIBIT 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (the "Agreement") is made as of the 23rd day of May by and between Troika Media Group, Inc. (the "Company", see definition), and Erica Naidrich ("Employee"), an individual having an address at 20 Robin Lane Monroe, NJ 08831. Employee and Company shall be individually referred to as a “Party” and collectively as the “Parties.”

1. Duties and Scope of Employment.

Positions; Duties. During the Employment (as defined in Section 2), the Company shall employ Employee as the Chief Financial Officer of the Company. Employee shall report to the Chief Executive Office, President and the Audit Committee of the Board of Directors of the Company or its designee. As Chief Financial Officer for the Company you shall perform all the reasonable and customary duties of an individual in such role. Additionally, you shall oversee the consolidated financial activities of the Troika Group with all entities reporting to you as well. You agree to strictly adhere to all the rules and regulations of the Company as may be set forth in any employee handbook or published policies of the Company (as published or amended from time to time, collectively, a "Handbook") now or in the future, including all amendments to the Handbook that may be made in the future in the Company's sole discretion. You will report to the Company’s New York office with travel to satellite offices as needed.

(a) Obligations. During the Employment Term, Employee shall devote substantially all of her business efforts and time to the Company. Employee agrees, during the Employment Term, not to actively engage in any other employment, occupation or consulting activity for any direct or indirect remuneration or benefit whatsoever or howsoever without the prior approval of the Board and the Chief Executive Officer; provided, however, that Employee may (i) serve in any capacity with any professional, community, industry, civic, educational or charitable organization, (ii) serve as a member of corporate boards of directors or as an advisor to companies that the Employee currently serves and, with the consent of the Board (which consent shall not be unreasonably withheld or delayed), other corporate boards of directors, and (iii) manage her and her family's personal investments and legal affairs; provided, however, that in each instance, such activities do not materially interfere with the discharge of Employee's duties.

2. Employment Term. The Company hereby agrees to employ Employee and Employee hereby accepts such employment (the "Employment Term"), in accordance with the terms and conditions set forth herein, commencing on the date hereof (the "Employment Commencement Date") and will continue until the third (3^rd) anniversary thereof (the “Initial Term”). Thereafter, the term of Employee’s employment hereunder will be automatically extended for additional periods of one year (each a “Subsequent Term”) unless either Employee or Company has given written notice to the other that such automatic extension will not occur (a “Non-Renewal Notice”), which notice is given not less than sixty (60) days prior to the relevant anniversary of the Commencement Date. The Initial Term and any Subsequent Term are referred to herein collectively as the “Term.”

3. Compensation/Benefits. During the Employment Term, the Company shall pay and provide to Employee the following:

(a) Cash Compensation. As compensation for her services to the Company, Employee shall receive a base salary and shall be eligible to receive additional variable compensation. During the Employment Term, the Board of Directors or its Compensation Committee (the "Compensation Committee") may review Employee's Base Salary (as defined below) and Bonus (as defined below) then in effect and may adjust such Base Salary and/or Bonus as the Compensation Committee may approve. The Base Salary shall be payable in accordance with the Company's normal payroll practices in effect from time to time.

(i) Annual Base Salary. As of the Employment Commencement Date, Employee's annual Base Salary shall be Four Hundred Thousand Dollars ($400,000.00 USD) ("Base Salary").

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(ii) Signing Bonus. You will be provided with a one-time signing bonus of One Hundred Thousand Dollars ($100,000.00 USD) to be paid by no later than 31^st August 2022.

(iii) Annual Bonus. You shall be entitled to a yearly bonus payable sixty (60) days after completing the filing of the Company’s yearly Securities and Exchange Commission (“SEC”) Form 10-k and subject to you meeting the objectives set forth by the Chief Executive Officer, President and Company. The Annual Bonus shall be based on the Company’s Fiscal Year End. Such Annual Bonus shall be thirty percent (30%) of your Base Salary and shall be contingent upon terms to be determined and approved by the Company and your continued employment at the time payment is due (“Annual Bonus”).

(iv) Discretionary Bonus. In addition to the Annual Base Salary and Annual Bonus, Employee shall also be eligible to earn annual variable compensation, the amount of which be set by the Company’s Compensation Committee. The Bonus for any calendar year shall be awarded at the sole and absolute discretion of the Compensation Committee based upon the Company's achievement of stated financial and strategic goals, as established by the Compensation Committee.

(b) Equity Compensation.

(i) Restricted Stock Unit Award. The Company hereby awards and grants to Employee Two Hundred Thousand (200,000) restricted stock units set forth in more detail in the RSU Grant, which are subject to the restrictions and conditions set forth in the EMPLOYEE, DIRECTOR & CONSULTANT EQUITY INCENTIVE PLAN and the grant notice (the “ Restricted Stock Units ”). Each Restricted Stock Unit shall entitle Employee to receive one share of the Company’s Common Stock subject to the fulfillment of the vesting conditions (the “Shares”). Employee acknowledges and agrees that the Restricted Stock Units are bookkeeping entries only and no shares of Common Stock shall be issued, either as book entry with the Company’s transfer agent or as physical certificates, unless and until the Restricted Stock Units have vested, exercised and are no longer subject to forfeiture. The Company shall, in accordance with the Plan, establish and maintain an account (the “Restricted Stock Unit Account”) for Employee, and shall credit such account for the number of Restricted Stock Units granted to Employee. On any given date, the value of each Restricted Stock Unit credited to the Restricted Stock Unit Account will equal the Fair Market Value on such date of one share of Common Stock. The Restricted Stock Units shall vest upon the following schedule:

-25% April 1, 2023

-37.5% April 1, 2024

-37.5% April 1, 2025

(ii) Ongoing Awards. Employee shall be eligible to participate fully in annual stock option grants, and any other long-term equity incentive program at levels commensurate with her position and as determined by the Compensation Committee.

(c) Employee Benefits. Employee shall, to the extent eligible, be entitled to participate at a level commensurate with her position in all employee benefits, welfare and retirement plans and programs, as well as equity plans, provided by the Company to its employees in accordance with the terms thereof as in effect from time to time. Notwithstanding the foregoing, at all times, the Company reserves the right to amend, modify, or terminate any such plan or program.

(d) Business and Entertainment Expenses. Upon submission of appropriate documentation by Employee in accordance with the Company's policies in effect from time to time, the Company shall pay or reimburse Employee for all business expenses that Employee incurs in performing her duties under this Agreement, including, but not limited to, travel (excluding gas mileage), entertainment, and professional dues and subscriptions, in accordance with the Company's policies in effect from time to time. The Company shall not be obligated to reimburse Employee for taxes incurred for any reason.

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(e) Vacation, Holidays and Sick Leave. Employee shall be entitled to vacations of no less than twenty (20) days per calendar year and six (6) days of Paid Time Off (“PTO”). The Vacation, PTO, Holiday and Sick Leave Employee shall also be entitled to absences because of illness or other incapacity, and such other absences, whether for holiday, personal time, or for any other purpose, as set forth in the Company’s employment manual or current procedures and policies, as the case may be, as the same may be amended from time to time.

(f) Car Allowance. Employee shall be provided a “Car Allowance” at the monthly rate of One Thousand USD ($1,000.00), payable on the first day of each month. The Car Allowance shall be used at Employee's discretion toward the purchase/lease payment of a vehicle of Employees choice.

4. Termination of Employment.

(a) Death or Disability. The Company may terminate Employee's employment for disability in the event Employee has been unable to perform her material duties hereunder for six (6) consecutive months because of physical or mental incapacity by giving Employee notice of such termination while such continuing incapacity continues (a "Disability Termination"). Employee's employment shall automatically terminate on Employee's death. In the event Employee's employment with the Company terminates during the Employment Term by reason of Employee's death or a Disability Termination, then upon the date of such termination:

(i) any Options or Shares that would have vested solely due to the passage of time during the twelve (12) month period beginning on the date of Employee's death or Disability Termination shall immediately vest;

(ii) the Company shall, within thirty (30) days of the date Employee's employment is terminated, pay and provide Employee (or in the event of Employee's death, Employee's estate) (A) any unpaid Base Salary through the date of termination and any accrued vacation, (B) reimbursement for any unreimbursed expenses incurred through the date of termination, and (C) all other payments, benefits or fringe benefits to which Employee may be entitled subject to and in accordance with, the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant and amounts that may become due under Sections 5 and 9 hereof (collectively, items under this clause (i) are referred to as "Accrued Benefits"); and

(iii) the Company shall pay to Employee at the time other senior Employees are paid under any cash bonus or long-term incentive plan a pro-rata bonus equal to the amount Employee would have received if Employee's employment had continued (without any discretionary cutback) multiplied by a fraction where the numerator is the number of days in each respective bonus period prior to Employee's termination and the denominator is the number of days in the bonus period (the "Prorated Bonus"); provided, however, that at the time of death or Disability Termination, Employee is on pace to achieve the performance milestones necessary to be eligible for such bonus.

(b) Termination for Cause. The Company may terminate Employee's employment for Cause (as defined below). In the event that Employee's employment with the Company is terminated during the Employment Term by the Company for Cause, Employee shall not be entitled to any additional payments or benefits hereunder, other than Accrued Benefits (including, but not limited to, any then vested Option Shares and other equity awards), to be paid or provided within thirty (30) days of the date Employee's employment is terminated

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(i) For the purposes of this Agreement, "Cause" shall mean:

(A) material breach of any provision of this Agreement by Employee, which has not been remedied within thirty (30) days’ notice of such breach.

(B) the willful failure by Employee to perform her duties with the Company (other than any such failure resulting from her incapacity due to physical or mental impairment), unless any such failure is corrected within thirty (30) days following written notice by the Board that specifically identifies the manner in which the Board believes Employee has not materially performed her duties; provided, however, that no act, or failure to act, by Employee shall be "willful" unless committed without good faith and without a reasonable belief by the Employee that the act or omission was in the best interest of the Company; or

(C) an act of gross misconduct by Employee with regard to the Company or its subsidiaries that is materially injurious to the Company or its subsidiaries and is committed without good faith and without a reasonable belief by the Employee that the act or omission was in the best interest of the Company

(c) Termination by the Company Other Than for Cause; Termination by Employee With Good Reason. Any payments to be made or benefits to be provided under this Section 4(c) are conditioned on (x) Employee's execution of a general release and/or termination agreement satisfactory to the Company, and (y) such general release and/or termination agreement becoming effective.

(i) If Employee's employment with the Company is involuntarily terminated by the Company other than for Cause or if Employee voluntarily terminates her employment with the Company for Good Reason (as defined below), then the Company shall pay or provide Employee with the following as of the date of termination:

	(A)	any Accrued Benefits, to be paid or provided on the date of Employee’s employment termination;
	(B)	the Prorated Bonus; provided, however, that at the time of the termination of Executive’s employment, Executive is on pace to achieve the performance milestones necessary to be eligible for such bonus, and provided further that such Prorated Bonus is paid no later than March 15 of the year following the year in which Executive’s employment is terminated;
	(C)	all shares of unvested stock options shall immediately become vested;
	(D)	all shares of unvested stock grants shall immediately become vested;
	(E)	a severance amount equal to six (6) months of the Employee's then-current annual Base Salary, payable in equal monthly installments after the date Employee's employment is terminated;
	(F)	the right to continue her participation in the Company's health benefit plans to the extent that he is then a participant therein, at no additional cost to Employee other than he would have incurred as an employee, for a period of thirty (30) days starting with the first calendar month after such date of termination; provided, however, that Company shall pay the full premium for COBRA continuation coverage under its health plans for Employee (and, if applicable, her dependents enrolled as participants in such health plans as of the date of termination) for such thirty (30) day period. In the event Employee obtains other employment during the thirty (30) day period in this clause (D), pursuant to which he becomes covered for substantially similar or improved benefits, the right to continue to participate in any health benefit plan, at the Company's expense, offered or provided by the Company shall immediately cease; and
	(G)	the right to participate in the remaining performance bonus period in accordance with the existing performance bonus terms and conditions, including performance milestones and payment terms.

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(ii) For purposes of this Agreement, "Good Reason" for termination by Employee shall arise from the following conduct of the Company or events without Employee’s consent (other than in connection with or subsequent to the termination or suspension of Employee’s employment or duties for Cause or in connection with Employee’s death or disability); provided, however, that in each instance, Employee shall provide reasonably detailed written notice of any action or event that would constitute Good Reason under this Section 4(c)(ii) to the Company within ninety (90) days of such action or event, and the Company shall have thirty (30) days to cure such action or event, and provided further that if such action or event is not cured by the Company within such thirty (30) day period, Employee's employment will then be deemed to be terminated with Good Reason:

(A) Material breach of any provision of this Agreement by the Company; or

(B) After a Change of Control (as defined below), in the event that (i) Employee's aggregate compensation is diminished (regardless of Employee's title, duties, or responsibilities) or (ii) Employee is required to relocate more than one hundred (100) miles from her then-current residence in order to continue to perform her duties under this Agreement.

(d) Termination by Employee Without Good Reason. Employee may terminate her employment at any time without Good Reason by written notice to the Company. In the event that Employee terminates her employment with the Company during the Employment Term without Good Reason, Employee shall not be entitled to any additional payments or benefits hereunder, other than Accrued Benefits (including, but not limited to, any then-vested Option Shares and other equity awards), to be paid or provided within thirty (30) days of the date Employee's employment is terminated.

(iii) upon completion of the appropriate COBRA forms, and subject to all the requirements of COBRA, continue Employee’s participation in Company’s health insurance plan in accordance with COBRA rules and procedures.

(e) No Mitigation/No Offset. Employee shall not be required to seek other employment or otherwise mitigate the value of any severance benefits contemplated by this Agreement, nor shall any such benefits be reduced by any earnings or benefits that Employee may receive from any other source, except as provided in Sections 4(c)(i)(D) and 4(c)(i)(E). The amounts payable hereunder shall not be subject to setoff, counterclaim, recoupment, defense or other right that the Company may have against Employee or others.

5. [INTENTIONALLY OMITTED]

6. [INTENTIONALLY OMITTED]

7. Section 409A Compliance.

(a) To the extent that any amount payable under this Agreement constitutes an amount payable under a "nonqualified deferred compensation plan" (as defined in Section 409A of the Code ("Section 409A")) following a "separation from service" (as defined in Section 409A), including any amount payable under Section 4, then, notwithstanding any other provision in this Agreement to the contrary, such payment will not be made to Employee earlier than the day after the date that is six (6) months following Employee's "separation from service." This Section 7(a) will not be applicable after Employee's death.

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(b) Employee and the Company acknowledge that the requirements of Section 409A are still being developed and interpreted by government agencies, that certain issues under Section 409A remain unclear at this time, and that the parties hereto have made a good faith effort to comply with current guidance under Section 409A. Notwithstanding anything in this Agreement to the contrary, in the event that amendments to this Agreement are necessary in order to comply with future guidance or interpretations under Section 409A, including amendments necessary to ensure that compensation will not be subject to Section 409A, Employee agrees that the Company shall be permitted to make such amendments, on a prospective and/or retroactive basis, in its sole discretion.

8. Restrictive Covenants. Employee acknowledges that the Company's ability to keep its Confidential Information (as defined in Section 9(b)) secret and away from its competitors is important to the Company's and its affiliates' viability and business. Employee further acknowledges that over the course of her employment with the Company he has and will (i) develop special and substantial relationships with the Company's and its affiliates' customers and suppliers, and/or (ii) be privy to Confidential Information. Further, Employee has and will help develop the goodwill of the Company and its affiliates during the course of her employment. As such, Employee agrees to abide by the following covenants in order to allow the Company to protect those interests:

Non-Competition. During the "Restricted Period" (as defined below), Employee will not either directly or indirectly, for himself or any other person or entity, anywhere within New York, carry on, own, be engaged in, assist, be employed by, consult for, serve as a director for, or have any financial interest in any business or enterprise that is materially engaged in and a direct competitor to the services of the Company at the “time of separation”.

For purposes of this Section 8, "Restricted Period" means the period beginning on the Employment Commencement Date and continuing until three (3) months after the Employee's employment termination date, irrespective of the reason that Employee's employment is terminated with the Company.

(a) Non-Solicitation. During the Restricted Period, Employee will not either directly or indirectly, for himself or any other person or entity, (i) hire, solicit for services, encourage the resignation of, or in any other manner seek to engage or employ, any person who is an employee of the Company, or a consultant of the Company devoting more than seventy percent (70%) of her or her time to the business of the Company or any of its affiliates, on Employee's employment termination date or during the six (6) month period preceding such termination date, or (ii) solicit, provide services to, or otherwise interfere with the Company's business relationship with, any customer of the Company in connection with services and/or products that compete with the Company's services or products, provided that such customer is a customer of the Company on the employment termination date or during the one (1) year period preceding such termination date.

(b) Equitable Relief. Employee acknowledges that the remedy at law for her breach of Section 8, 9(a) and/or 10 will be inadequate, and that the damages flowing from such breach will not be readily susceptible to being measured in monetary terms. Accordingly, upon a violation of any part of such Sections, the Company will be entitled to immediate injunctive relief (or other equitable relief) and may obtain a temporary order restraining any further violation. No bond or other security will be required in obtaining such equitable relief, and Employee hereby consents to the issuance of such equitable relief. Such equitable relief may be obtained from any court having appropriate jurisdiction over the matter. Nothing in this Section 8(c) shall be deemed to limit the Company's remedies at law or in equity that may be pursued or availed of by the Company for any breach by Employee of any of the parts of Sections 8, 9(a) and/or 10.

(c) Judicial Modification. Employee acknowledges that it is the intent of the parties hereto that the restrictions contained or referenced in Sections 8, 9 and 10 be enforced to the fullest extent permissible under the laws of each jurisdiction in which enforcement is sought. If any of the restrictions contained or referenced in such Sections is for any reason held by a court or arbitrator to be excessively broad as to duration, activity, geographical scope, or subject, then, for purposes of that jurisdiction, such restriction shall be construed, judicially modified, or "blue penciled" so as to thereafter be limited or reduced to the extent required to be enforceable in accordance with applicable law. Employee acknowledges and understands that, due to the nature and scope of the Company's existing and proposed business plans and projects, and the technological advancements in electronic communications, any narrower geographic restriction of her obligations under Sections 8(a) and 8(b) would be inappropriate and counter to the protections sought by the Company thereunder.

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9. Confidential Information.

(a) Non-Use and Non-Disclosure of Confidential Information. Employee acknowledges that, during the course of her employment with the Company, he has had and will have access to information about the Company and its affiliates, and their customers and suppliers, that is confidential and/or proprietary in nature, and that belongs to the Company and/or its affiliates. As such, at all times, both during her employment and thereafter, Employee will hold in the strictest confidence, and not use or attempt to use except for the benefit of the Company and its affiliates, and not disclose to any other person or entity (without the prior written authorization of the Board) any "Confidential Information" (as defined in Section 9(b)). Notwithstanding anything contained in this Section 9, Employee will be permitted to disclose any Confidential Information to the extent required by validly-issued legal process or court order, provided that Employee notifies the Board immediately of any such legal process or court order in an effort to allow the Company to challenge such legal process or court order, if the Company so elects, prior to Employee's disclosure of any Confidential Information.

(b) Definition of Confidential Information. For purposes of this Agreement, "Confidential Information" means any confidential or proprietary information that belongs to the Company or its affiliates, or any of their customers or suppliers, including, without limitation, technical data, market data, trade secrets, trademarks, service marks, copyrights, other intellectual property, know-how, research, business plans, product and service information, projects, services, customer lists and information, customer preferences, customer transactions, supplier lists and information, supplier rates, software, hardware, technology, inventions, developments, processes, formulas, designs, drawings, marketing methods and strategies, pricing strategies, sales methods, financial information, project information, revenue figures, account information, credit information, financing arrangements, and other information disclosed to Employee by the Company or its affiliates in confidence, directly or indirectly, and whether in writing, orally, or by electronic records, drawings, pictures, or inspection of tangible property.

10. Return of Company Property. Upon the termination of Employee's employment with the Company, or at any time during such employment upon request by the Company and at Company’s sole expense, Employee will promptly deliver to the Company and not keep in her possession, recreate, or deliver to any other person or entity, any and all property that belongs to the Company or any of its affiliates, or that belongs to any other third party and is in Employee's possession as a result of her employment with the Company, including, without limitation, records, data, customer lists and information, supplier lists and information, notes, reports, correspondence, financial information, account information, product and service information, project information, files, and other documents and information, including any and all copies of the foregoing.

11. Assignment.

(a) This Agreement shall be binding upon and inure to the benefit of (i) the heirs, beneficiaries, executors and legal representatives of Employee upon Employee's death and (ii) any successor of the Company, provided, however, that any successor shall within ten (10) days of such assumption deliver to Employee a written assumption in a form reasonably acceptable to Employee. Any such successor of the Company shall be deemed substituted for the Company under the terms of this Agreement for all purposes. As used herein, "successor" shall mean any person, firm, corporation or other business entity that at any time, whether by purchase, merger or otherwise, directly or indirectly acquires all or substantially all of the assets or business of the Company. Notwithstanding such assignment, the Company and any successor shall remain, with such successor, jointly and severally liable for all of its obligations hereunder. This Agreement may not otherwise be assigned by the Company.

(b) None of the rights of Employee to receive any form of compensation payable pursuant to this Agreement shall be assignable or transferable except through a testamentary disposition or by the laws of descent and distribution upon the death of Employee or as provided in Section 20 hereof. Any attempted assignment, transfer, conveyance or other disposition (other than as provided in this Section 12) of any interest in the rights of Employee to receive any form of compensation hereunder shall be null and void; provided, however, that notwithstanding the foregoing, Employee shall be allowed to transfer vested Option Shares or other stock options or equity awards consistent with the rules for transfers to "family members" as defined in U.S. Securities and Exchange Commission Form S‑8.

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12. Liability Insurance.

(a) The Company shall, cover Employee under directors' and officers' liability insurance both during and, while potential liability exists, after the Employment Term in the same amount and to the same extent, if any, as the Company covers its other officers and directors.

(b) The Company shall, both during and after the Employment Term, indemnify and hold harmless Employee to the fullest extent permitted by applicable law with regard to actions or inactions taken by Employee in the performance of her duties as an officer, director and employee of the Company and its affiliates or as a fiduciary of any benefit plan of the Company and its affiliates. For the avoidance of ALL doubt, in the event of any litigation, investigation, or any other matter naming the Employee, the company will pay 100% of the Employees legal fees, including any retainers required, with an attorney or attorney’s of the Employees choice.

13. Notices. All notices, requests, demands and other communications called for hereunder shall be in writing and shall be deemed given if (a) delivered personally or by facsimile, (b) one (1) day after being sent by Federal Express or a similar commercial overnight service, or (c) three (3) days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed to the parties or their successors in interest at the following addresses, or at such other addresses as the parties may designate by written notice in the manner set forth in this Section 14.

14. Notice Addresses.

If to the Company:

Troika Media Group, Inc.

Attn: President

270 Sylvan Ave.

Englewood Cliffs, NJ 07632

With Copy to:

Troika Media Group, Inc.

Attn: General Counsel

270 Sylvan Ave.

Englewood Cliffs, NJ 07632

If to Employee:

20 Robin Lane Monroe, NJ 08831

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15. Severability. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision.

16. Entire Agreement.This Agreement represents the entire agreement and understanding between the Company and Employee concerning Employee's employment relationship with the Company, and supersedes and replaces any and all prior agreements and understandings concerning Employee's employment relationship with the Company entered into prior to the date hereof, but it does not supersede or replace any written agreements entered into simultaneous with this Agreement or thereafter.

17. Arbitration.

(a) Agreement.The Company and Employee agree that, except as otherwise provided in Section 8(c), any dispute or controversy arising out of, relating to, or in connection with the employment relationship between them, the inception of that relationship, the termination of that relationship, this Agreement, or the interpretation, validity, construction, performance, breach, or termination thereof, including, without limitation, claims of discrimination, harassment, and/or retaliation, and any violation of whistleblower laws, shall be settled by final and binding arbitration to be held in New York, or such other location agreed by the parties hereto, under the auspices of and in accordance with the National Rules for the Resolution of Employment Disputes then in effect of the American Arbitration Association ("AAA"). The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator's decision in any court having jurisdiction. The selection of the arbitrator will be conducted in accordance with the AAA's practices and procedures for disputes of the nature here contemplated. The arbitrator will have authority and discretion to determine the arbitrability of any particular claim, should any disputes arise with respect to such issue.

(b) Costs and Fees of Arbitration. The moving party shall pay the costs of the initial arbitration filing. Unless otherwise required by law or pursuant to an award by the arbitrator, the Company and Employee shall each pay separately its or her counsel fees and expenses. Notwithstanding the foregoing, the arbitrator may, but need not, award the prevailing party in any dispute its or her legal fees and expenses.

18. No Oral Modification, Cancellation or Discharge. This Agreement may only be amended, canceled or discharged in writing signed by Employee and an appropriate officer or director of the Company.

19. Survivorship. The respective rights and obligations of Company and Employee hereunder shall survive any termination of Employee's employment by the Company to the extent necessary to preserve such rights and obligations.

20. Beneficiaries. Employee shall be entitled, to the extent permitted under any applicable law, to select and change the beneficiary or beneficiaries to receive any compensation or benefit payable hereunder upon her death by giving the Company written notice thereof. If Employee dies, severance then due or other amounts due hereunder shall be paid to her designated beneficiary or beneficiaries or, if none are designated or none survive Employee, her estate.

21. Withholding. The Company shall be entitled to withhold, or cause to be withheld, any amount of federal, state, city or other withholding taxes required by law with respect to payments made to Employee in connection with her employment hereunder.

22. Governing Law. This Agreement shall be governed by New York law (without reference to rules of conflicts of law), which shall be applied to the merits of any dispute or claim submitted to arbitration pursuant to Section 13 of this Agreement. Employee and the Company hereby expressly consent to the personal jurisdiction of the state and federal courts located in New York for any action or proceeding relating to any arbitration pursuant to Section 13 of this Agreement in which the parties are participants, or any claim to which Section 8(c) applies.

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IN WITNESS WHEREOF, the undersigned have executed this Agreement:

	TROIKA MEDIA GROUP, INC.
	By:	/s/ Sid Toama
	Name:	Sid Toama
	Title:	Chief Executive Officer

	EMPLOYEE
		/s/ Erica Naidrich
	Name:	Erica Naidrich

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FINAL

EXHIBIT 10.2

SEPARATION AGREEMENT

This SEPARATION AGREEMENT, dated as of May 19, 2022 (this “Agreement”), is between Troika Media Group, Inc, a Nevada Corporation with a principal place of business at 1715 North Gower Street, Los Angeles, CA 90028 (the “Company”), and Robert Machinist, having an address at 211 S. Spalding Drive, 103N, Beverly Hills, California 90212 (“Machinist”).

WHEREAS, Machinist entered into an employment agreement with the Company for a three year term, dated as of March 1, 2018, as amended (the “Employment Agreement”), which states the terms and conditions of Machinist’s employment;

WHEREAS, Mr. Machinist has decided to step down from the position of Chief Executive Officer ("CEO") of the Company for personal reasons unrelated to the management or operations of the Company; WHEREAS, Machinist and Company (the "Parties") seek to mutually terminate Machinist’s position as CEO with the Company, which the Parties agree shall constitute a termination "without cause" with the understanding and agreement that Machinist shall continue to serve as a Director on the Company's Board of Directors (the "Board") and Chairman of the Company;

WHEREAS, the Company and Machinist wish to settle, fully and finally, any and all differences between them, including but not limited to, Machinist’s work with the Company as CEO and the termination thereof.

NOW, THEREFORE, in consideration of the representations and promises made herein, and for other good and valuable consideration, the receipt and sufficiency of which the parties hereto agree, and intending to be legally bound, the parties enter into this Agreement and agree as follows:

1. Termination. Machinist shall cease to be employed with the Company and the Employment Agreement shall terminate on May 19, 2022 (the “Termination Date”), subject to the terms and conditions hereof. Machinist agrees that other than as specifically set forth in this Agreement, Machinist is not due any additional benefits, or compensation for unpaid salary, bonus, severance, or accrued or unused vacation time or vacation pay. Machinist shall tender his resignation as CEO to the Board in a mutually agreed upon letter (Exhibit A) contemporaneously with the Termination Date. Company and Machinist shall work together on any enterprise-wide communication(s) which shall be mutually agreed upon by the Company and Machinist.

FINAL

2. Severance Payments and Expenses Owed.

		a.	Provided that Machinist executes this Agreement without revocation as provided in Section 5 below, Machinist shall be paid one (1) year of Severance at Machinist’s current base salary, totaling $550,000.00 (“Severance”). Such Severance shall be paid in accordance with Machinist's current payroll instructions over a one (1) year period, less applicable deductions, beginning on the Company's next payroll cycle following the Termination Date. Such Severance payments shall be subject to deduction as provided in Section 3(c) below.
		b.	No later than forty-five (45) days from the date hereof, Machinist shall render a final expense report to the Company as required by the Company’s current expense policy.

3. Benefits.

		a.	Equity: Notwithstanding any provision of the applicable Warrant or Restricted Stock Unit grant(s) (“RSU”) provided to Machinist related to Machinist's continued employment with the Company or continued service on the Board, or requiring Machinist's exercise of any equity instrument after termination of employment, all warrants and/or RSUs provided to Machinist, including, but not limited to, the awards set forth in Exhibit B hereto, and all such awards are his and, subject to any exercise payment terms, if any, shall no longer be subject to Machinist's continued employment or Board service. Machinist will continue to be bound by any lock up agreements associated with his equity.
		b.	Car Allowance: The Company will pay Machinist's car allowance of $1,000.00 a month for one (1) year following the Termination Date, i.e., through and until June 30, 2023.
		c.	Administrative Assistant: The Company shall continue to employ Machinist's administrative assistant for twelve (12) months, with such period ending contemporaneously with the date of the last Severance payment (“Assistant Transition”). For the first three (3) months the base pay for such assistant shall be paid by the Company (i.e., a total of six (6) salary payments (two (2) per month), made in accordance with the Company’s standard payroll practices). For months four (4) through twelve (12) Machinist shall be responsible for the base pay for such assistant and such payment shall be deducted from the Severance payments made to Machinist so long as the assistant remains employed by the Company. At all times during Assistant Transition, the Company shall be responsible for payroll taxes customarily paid by the employer. For avoidance of all doubt, after the expiration of the twelve-month transition period, Machinist's assistant shall resign from the Company.

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		d.	Health Care: Company shall pay Machinist’s health insurance costs for a period of one (1) year after the Termination Date, i.e., through and until June 30, 2023. For avoidance of all doubt, any co-pays, deductibles or other costs shall be the sole responsibility of Machinist.
		e.	Office Space: Machinist shall be allowed to maintain an office at the Company’s New Jersey corporate offices so long as the Company maintains such office space and Machinist remains a member of the Board of the Company.
		f.	Attorneys' Fees: The Company agrees to contribute $5,000 to Machinist's attorneys' fees in connection with the preparation of this Separation Agreement. Said attorneys' fees payment shall be paid within fifteen (15) days of the Effective Date of this Agreement.

4. Releases.

(a)

Machinist’s Release and Waiver of Claims. Except as provided for in this Agreement, in consideration of the Company’s release hereof, Machinist, on behalf of itself his agents, heirs, executors and assignees waives and releases any and all legally waivable claims, suits, damages, liabilities, demands and causes of action, whether known or unknown, existing or contingent, or whether at law or equity, which Machinist ever had or may have against the Company, its parent, subsidiaries, affiliated businesses and divisions, and/or their directors, officers, employees or agents (hereinafter collectively referred to as “Releases”), arising out of his employment with the Company or the termination of his employment (hereinafter collectively referred to as “Claims”), including, but not limited to, any claims arising under his Employment Agreement, Title VII of the Civil Rights Act of 1964, as amended (“Title VII”); the Civil Rights Act of 1866 (“Section 1981 “); the Age Discrimination in Employment Act (“ADEA’’); the Americans with Disabilities Act of 1990, as amended (the “ADA”); the Equal Pay Act (“EPA”); the Family and Medical Leave Act (“FMLA”); the Employee Retirement Income Security Act (“ERISA”); the Occupational Safety and Health Act (“OSHA”); the Older Workers Benefit Protection Act (“OWBPA”); the New York State Human Rights Law (“NYSHRL”); and any and all other federal, state, or local laws, and any common law claims now or hereafter recognized, as well as all claims for counsel fees and costs (except as provided herein); provided that the Company’s obligations under this Agreement shall survive execution of this release. Notwithstanding the foregoing, Machinist is not waiving any vested rights and/or benefits to which he is or may be entitled, including but not limited to, RSU's, warrants, and any 401k and/or pension benefits.

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		(b)	Company’s Release and Waiver of Claims. In consideration of Machinist’s release in paragraph 4(a) hereof, the Company waives and releases any and all legally waivable claims, suits, damages, liabilities, demands and causes of action, whether known or unknown, existing or contingent, or whether at law or equity, which the Company ever had or may have against Machinist, his heirs, executors, attorneys and assigns, for, upon or by reason of any matter whatsoever which occurred up to the Effective Date of this release, including, but not limited to, any and all claims under his Employment Agreement and all claims arising out of, relating to, or based upon, his employment, or any alleged violation of local, state or federal law, regulation or ordinance, and/or public policy, contract, tort or common law, and including, but not limited to, any claims for costs, attorneys’ fees, or expenses to the fullest extent allowed by law.
		(c)	Notwithstanding any provision of this Agreement to the contrary, the Company will defend Machinist with respect to any claims brought against Machinist arising out of his employment or other service relationship with the Company in accordance with Section 12 of the Employment Agreement. In this regard, the Company hereby agrees and will indemnify Machinist in accordance with Section 12 of the Employment Agreement and to the extent permitted by Company’s, bylaws, and to greatest extent permitted by law, under the laws of the State of Nevada, the laws of the State of California, or the laws of the State of New York, as the case may be, without respect to conflicts of law principles, with respect to any judgment, verdict, or order against Machinist for conduct by Machinist which is within the course and scope of his employment or other service relationship with the Company.

5. Revocation. Machinist acknowledges that he has been given a full and fair opportunity to review this Separation Agreement and he has been specifically advised to consult with an attorney before executing this Separation Agreement, and that he has been allowed up to twenty-one (21) days to consider whether to accept the benefits of this Separation Agreement in return for the releases contained in this Separation Agreement. If Machinist decides to execute the Separation Agreement before the expiration of the twenty-one (21) day period after presentment, Machinist hereby certifies and represents that it was his own decision, made after adequate reflection concerning the purposes and effects of this Separation Agreement and that execution of this Separation Agreement was not coerced by the Company or anyone acting on their behalf or in concert with them. Before execution of this Separation Agreement, Machinist warrants and represents that he understands the reason for his employment separation and had the opportunity to discuss with representatives of Employer the terms, contents and conditions of this Separation Agreement. Consequently, Machinist has fully informed himself and warrants and represents that he executed this Separation Agreement knowingly and voluntarily. This Separation Agreement may be revoked by Machinist at any time within seven (7) days after the Separation Agreement’s execution by notifying the Employer’s General Counsel (Michael Tenore) of the revocation of the acceptance of this Separation Agreement. Such revocation must be submitted to Employer’s General Counsel by E-mail: mstenore@troikamedia.com If not revoked before the expiration of seven (7) days following its full execution, this Separation Agreement will become effective and binding (the "Effective Date") and payment will be submitted for processing on or about Employer’s first regular payroll period occurring more than eight (8) days after Employer’s receipt of a fully executed original of this Separation Agreement.

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6. Non-disparagement.

		(a)	Machinist agrees not to make any disparaging remarks or statements regarding the Company’s products, business practices, operations, or the professional careers and/or personal lives of any officer or director of the Company to any person or entity, either orally or in writing, except as may be required by law. Notwithstanding the foregoing, nothing in this Agreement shall prohibit Machinist from providing truthful testimony.
		(b)	The Company agrees not to, and will instruct its directors, officers and key employees not to make any disparaging remarks or statements regarding Machinist or his business practices, professional career and/or personal life to any person or entity, either orally or in writing, except as may be required by law.

7. Taxes. Any payments provided for in this Agreement shall be subject to standard withholding taxes and fees in accordance with Machinist’s current instructions. Machinist acknowledges that he is an individual who is within the category of employees deemed to be a “Specified Employee” within the meaning and in accordance with Treasury Regulation section 1.409A-1(i). Section 409A of the Internal Revenue Code of 1986, as amended, and the related interpretive guidance thereunder (“Section 409A”) requires the deferral of payment or commencement of any nonqualified deferred compensation subject to Code Section 409A payable upon separation from service until the date that is six (6)  months following separation from service or, if earlier, the earliest other date as is permitted under Code Section 409A (and any amounts that otherwise would have been paid during this deferral period would be paid in a lump sum after the expiration of the six (6) month period or such shorter period, if applicable). Machinist acknowledges that no payments and benefits provided for in this Agreement are “nonqualified deferred compensation” that would be subject to Section 409A, and that accordingly Machinist would not be subject to a six (6) month delay in payment. Machinist understands and agrees that he shall be solely responsible for the payment of any taxes, penalties, interest or other expenses incurred by him on account of non-compliance with Section 409A. If either Machinist or the Company reasonably determines that any payment or benefit under this Separation Agreement will violate Section 409A, Machinist and the Company shall use best efforts to restructure the payment or benefit in a manner that is either exempt from or compliant with Section 409A. Machinist and the Company agree to execute any and all amendments to this Separation Agreement as may be necessary to ensure compliance with the distribution provisions of Section 409A in an effort to avoid or minimize, to the extent allowable by law, the tax (and any interest or penalties thereon) associated with Section 409A.

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8. Transition Period. Following the Termination Date, and in order to provide to continuityand orderly transition of the Chief Executive Officer role to the new appointee, Machinist agrees:

		(a)	To make himself available, without additional compensation, on reasonable occasions until December 31, 2022, with reasonable prior notice, to respond to all attorneys, representatives and advisors regarding all matters associated with his employment at the Company including, without limitation, his prior responsibilities, and all the processes and procedures of which he acquired knowledge while employed by the Company. In this regard, the Parties acknowledge and agree that in providing such responses, Machinist shall not be required to be present at the Company’s offices on a regular basis, but Machinist agrees to make himself available at reasonable times to meet by phone with the Company or its employees, agents, representatives and advisors.
		(b)	To make himself available, without additional compensation, on reasonable occasions until December 31, 2023, with reasonable prior notice and without the requirement of being subpoenaed, to confer with counsel by phone concerning any knowledge he had or may have with respect to actual and/or potential disputes arising out of the activities of the Company during his period of employment by the Company. The Company shall reimburse Machinist for any reasonable and necessary expenses he incurs in fulfilling this obligation.
		(c)	To submit to deposition and/or testimony and/or participate in an investigation by any government agency in accordance with the laws of the forum involved concerning any knowledge he has or may have with respect to actual and/or potential disputes or issues arising out of the activities of the Company during his period of employment by the Company. The Company shall reimburse Machinist for any reasonable and necessary expenses he incurs in fulfilling this obligation, including reasonable attorneys’ fees and costs.
		(d)	Machinist shall cooperate with the Company in presenting the departure to the Company’s debt financer, Blue Torch Capital, LLC., in the best possible light and introducing and advocating for candidates to replace Machinist as CEO of the Company. Such presentations and communications shall be made in consultation with the Company, but which shall in all instances, be truthful representations and/or communications.
		(e)	In addition to any continuing obligations or surviving obligations that are specifically addressed in this Separation Agreement or that are otherwise applicable as a matter of law, Machinist expressly agrees, represents and warrants that he will comply with any and all applicable laws, and regulations, which are applicable to him, to the fullest extent applicable, Machinist shall continue to comply with any such applicable laws and regulations. Machinist further acknowledges, represents and warrants that he has not been requested by Employer and has not been induced by Employer to breach any legal obligations or regulatory obligations that may be applicable to Employer or to Machinist by virtue of his Executive Officer position with Employer and whether or not arising during Machinist’s employment with Employer or in connection with this Separation Agreement. Additionally, Machinist represents and warrants that he has complied with any and all applicable legal and regulatory obligations during his employment with Employer and that, during the course and scope of his employment with Employer, he did not violate or breach, or cause Employer to violate or breach, any such legal or regulatory obligations or requirements.

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9. Entire Agreement and Ambiguities. This Agreement, together with all documents and/or agreements referenced and incorporated herein, embodies the sole and entire agreement between Machinist and the Company and all Releases concerning the resolution of all matters with respect to employment with the Company. Except as specifically mentioned otherwise in this Agreement, all prior agreements, arrangements, and/or understandings, written or oral, expressed or implied, including, but not limited to, the Employment Agreement between Machinist and the Company or any Release are replaced and superseded by this Agreement, and are no longer of any force and effect. In executing this Agreement, Machinist represents that he is not relying on any inducements, promises, or representations of the Company or Releasees other than as expressly set forth in this Agreement. Machinist has reviewed this Agreement and has had a full opportunity to negotiate its contents. Machinist expressly waives any common law or statutory rule of construction that ambiguities are to be construed against the drafter of the Agreement, and Machinist agrees that the language of this Agreement will be in all cases construed as a whole, according to its fair meaning.

10. Confidentiality and Non-Disclosure. Machinist acknowledges that his position with Employer was one of the highest trust and confidence, both by reason of Machinist’s position and by reason of Machinist’s access to and contact with trade secrets and confidential and proprietary business information of Employer, as well as information technology, during the term of the Machinist’s employment.

Therefore, in consideration of the payments to be made by Employer to Machinist hereunder, Machinist covenants and agrees as follows:

		i.	Machinist will use his best efforts to protect and safeguard, and shall not use, directly or indirectly, for Machinist’s own benefit or for the benefit of another, any “Confidential Information” (as hereinafter defined); and
		ii.	Machinist shall not disclose to any person or entity any Confidential Information, either directly or indirectly, whether or not for compensation or other remuneration, except as may be required by law.

As used in this Separation Agreement, the term “Confidential Information” shall include, but is not limited to, all business information, proprietary information and trade secrets of any nature which was maintained, generated, received, acquired or accessed by Machinist during his term of employment and which is confidential in nature or is not generally known by the public or by third parties. “Confidential Information” also includes, without any limitations, the following: financial information, budgets, plans, data, trade secrets, computer software, information technology, technical information, research and development, product information, service information, processes, customer lists, consumer information, customer data, pricing information, sales information, marketing information, bid information, job or project information, contracts, insurance information, underwriting information, audit information, claims information, policy information, data processing, processes, formulas, designs, drafts, drawings, systems, specifications, means, methods, techniques, protocols, compilations, intellectual property, inventions and improvements, operational methods, business plans and strategies, market information, supplier information, vendor information, personnel matters and records, and any and all other matters, information and documentation that is sensitive, business, proprietary or confidential in nature. “Confidential Information” also includes any and all items that would be designated as trade secrets under any applicable federal or state law.

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Additionally, Machinist acknowledges and affirms that the confidentiality obligations set forth in Section 9 of the Employment Agreement entered into between Employer and Machinist shall remain in effect and shall continue to be binding on Machinist and said obligations shall survive Machinist’s separation of employment with Employer. Machinist expressly agrees to comply with any and all such confidentiality obligations in addition to any and all confidentiality obligations set forth in this Separation Agreement or as required by applicable law and U.S. Securities laws (e.g., material non-public information).

11. Injunction. Machinist acknowledges and agrees that if he shall violate any of the provisions of Section 6 or 10 with respect to non-disclosure, confidentiality and non-disparagement, Employer and its Affiliates would sustain irreparable harm and, therefore, in addition to any other remedies which Employer may have under this Separation Agreement or as otherwise provided by law, Employer shall be entitled to an injunction to be issued by any court of competent jurisdiction restraining Machinist from committing any such violation under this Separation Agreement. Machinist agrees that Employer shall be entitled to injunctive relief without proof of irreparable harm and that Employer shall have the right to seek any and all other available relief and damages and that all available remedies shall be cumulative and not exclusive.

12. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Use of electronic methods of execution (e.g., Docusign) are expressly approved.

13. Acknowledgement. With the signing of this Agreement, Machinist affirms that he has carefully read this entire document. Machinist understands that by signing this document, he is waiving and releasing all claims relating to his employment with the Company, including claims related to his Employment Agreement. Machinist acknowledges signing this Agreement voluntarily intending to be legally bound. Machinist acknowledges that he has had a full and fair opportunity to review this Agreement with legal counsel, and that he has been given twenty-one days to consider this Agreement.

14. Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of the State of New York, United States of America, without giving effect to the principles of conflicts of laws thereof.

15. Waiver. Waiver by either of the Parties of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any prior or subsequent breach of the same or any other provision hereof.

16. Amendment. This Agreement may be amended, modified, superseded or canceled, in whole or in part, only by written instrument executed by Machinist and by an authorized representative of the Company.

17. Assignment. This Agreement shall inure to the benefit of, and shall be binding upon, the Parties hereto and their respective successors, assigns, heirs and legal representatives, including any successors of the Company by way of merger, consolidation, purchase, acquisition, or transfer of any or substantially all of the assets or stock of the Company and any parent, subsidiary or affiliate of the Company to which the Company may transfer its rights under and pursuant to this Agreement. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

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IN WITNESS WHEREOF, the Parties have executed this Separation Agreement or caused the same to be executed by a duly authorized officer as of the date written above.

Machinist			Troika Media Group, Inc.
By:			By	/s/ Sid Toama
Robert Machinist			Authorized Signer
DATE:	May 19th 2022		DATE: May 19, 2022

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EXHIBIT A

(Resignation Letter)

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Via Email

May 19, 2022

Robert Machinist

Chairman of the Board of Directors

Board of Directors Troika Media Group, Inc. Los Angeles, California

Re: Resignation as Chief Executive Officer of Troika Media Group, Inc.

Dear Fellow Board Members:

I am writing to tender my resignation as Chief Executive Officer (“CEO”) of Troika Media Group, Inc. (the “Company”) and any similar role at any of the Company’s subsidiaries, effective as of the mutually agreed upon Termination Date.

My resignation is not the result of any disagreement with the Corporation on any matter relating to its operation, policies (including accounting or financial policies) or practices.

I have appreciated the opportunity to serve as the Company’s CEO these past years and wish you and my successor the best. In turn, I look forward to continuing in my role as a director and the Chairman of the Board.

Best regards,
Robert Machinist

Cc:	Mr. Kurtz
	Mr. Pompadur
	Mr. Toama
	Ms. Parker
	Mr. Ochocki
	Mr. Jankowski
	Mr. Belniak
	Ms. Yang
	Mr. Tenore (Secretary)

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EXHIBIT B

(Equity Outstanding)

As of the date hereof, Mr. Machinist possesses the following outstanding equity awards¹:

¹ All warrant pricing and share amounts are reflective of the Company’s 15:1 reverse split that occurred prior to its listing on NASDAQ.

² Notwithstanding any provision of the applicable warrant to the contrary, the Company agrees that the Termination Date expressed herein shall control with regard to the identified warrant.

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