Form 8-K

8-K — Algorhythm Holdings, Inc.

Accession: 0001493152-26-034615

Filed: 2026-07-24

Period: 2026-07-21

CIK: 0000923601

SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-10.3 (ex10-3.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0000923601

2026-07-21

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported):

July

21, 2026

ALGORHYTHM

HOLDINGS, INC.

(Exact

Name of Registrant as Specified in Charter)

Delaware

001-41405

95-3795478

(State

or Other Jurisdiction

(Commission

(IRS

Employer

Incorporation)

File

Number)

Identification

No.)

6301

NW 5th Way, Suite 2900

Fort

Lauderdale, FL

33309

(Address

of Principal Executive Offices)

(Zip

Code)

Registrant’s

Telephone Number, Including Area Code:

(954)

800-0425

Not

Applicable

(Former

Name or Former Address, if Changed Since Last Report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.01 per share

RIME

The

Nasdaq Stock Market LLC

(The

Nasdaq Capital Market)

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01 Entry into a Material Definitive Agreement.

July 21, 2026, Algorhythm Holdings, Inc. (the “Company”) entered into a settlement agreement and stipulation (the “Settlement

Agreement”) with Continuation Capital, Inc., a Delaware corporation (“CCI”), with respect to certain outstanding liabilities

of the Company in the principal amount of $1,928,014 (the “Claim Amount”) that CCI has acquired from the former holders thereof.

Pursuant

to the Agreement, the Company agreed to issue CCI up to 5,000,000 shares of the Company’s common stock, par value $0.01 per share

(the “Shares”), in one or more tranches until CCI has generated aggregate proceeds equal to 120% of the Claim Amount. On

July 23, 2026, the Circuit Court of the Twelfth Judicial Circuit in and for Desoto County, Florida entered an order approving the Settlement

Agreement after a fairness hearing pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended (the “Securities Act”).

The number of shares of common stock held by CCI at any given time cannot exceed 19.99% of the issued and outstanding shares of the Company’s

common stock.

The

offer and sale of these securities was and/or will be completed by the Company in private placement transactions that are exempt from

the registration requirements of the Securities Act pursuant to Section 3(a)(10) of the Securities Act without payment of underwriting

discounts or commissions to any person and without engaging in any advertising or general solicitation of any kind.

The

foregoing is intended to be a summary of the terms of the Agreement and is subject to and qualified in its entirety by the terms of the

Agreement, a copy of which is attached hereto as Exhibit 10.3.

Item

3.02 Unregistered Sales of Equity Securities.

The

information contained in Item 1.01 above is incorporated by reference herein.

Item

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

July 22, 2026, the Company entered into amended and restated employment agreements with: (i) Gary Atkinson, the Company’s Chief

Executive Officer, which agreement supersedes and replaces that certain amended and restated employment agreement entered into with Mr.

Atkinson on February 23, 2026 (the “CEO Agreement”); and (ii) Alex Andre, the Company’s Chief Financial Officer and

General Counsel, which agreement supersedes and replaces that certain employment agreement entered into with Mr. Andre on February 12,

2025 (the “CFO Agreement” and together with the CEO Agreement, the “Employment Agreements”).

The

Agreements harmonize the change in control treatment applicable to each of the Company’s executive officers. In furtherance thereof,

each executive officer now has the right to receive a bonus if, and each time, a Change of Control (as defined in the applicable Employment

Agreement) occurs during the term of their employment in a lump sum payment equal to their Base Salary and Annual Bonus (each as defined

in the applicable Employment Agreement) for the year in which the Change of Control occurs. The Employment Agreements also include additional

provisions designed to ensure that various payments that may in the future be made by the Company to the executive officers fully comply

with Sections 280G, 4999 and 409A of the Internal Revenue Code of 1986, as amended.

The

foregoing is intended to be a summary of the terms of the Employment Agreements and is subject to and qualified in its entirety by the

terms of the CEO Agreement and CFO Agreement, a copy of each of which is attached hereto as Exhibits 10.1 and 10.2, respectively.

Item

9.01 Financial Statement and Exhibits.

Exhibit

No.

Description

10.1

Second Amended and Restated Employment Agreement, dated July 22, 2026, by and between Algorhythm Holdings, Inc. and Gary Atkinson

10.2

Amended and Restated Employment Agreement, dated July 22, 2026, by and between Algorhythm Holdings, Inc. and Alex Andre

10.3*

Settlement Agreement and Stipulation, dated July 21, 2026, by and between Algorhythm Holdings, Inc. and Continuation Capital, Inc.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

The schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule

and/or exhibit will be furnished to the SEC upon request.

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Date:

July 24, 2026

ALGORHYTHM

HOLDINGS, INC.

By:

/s/

Alex Andre

Name:

Alex

Andre

Title:

Chief

Financial Officer and General Counsel

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

SECOND

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This

Second Amended and Restated Employment Agreement (the “Agreement”) is made and entered into as of July 22, 2026, by

and between Gary Atkinson (the “Executive”) and Algorhythm Holdings, Inc., a Delaware corporation (the “Company”),

and sets forth the terms and conditions with respect to the Executive’s employment with the Company during the Term (as defined

below).

WHEREAS,

the Company and the Executive are parties to that certain Amended and Restated Employment Agreement dated February 23, 2026 (the “Amended

Employment Agreement”); and

WHEREAS,

the Company and the Executive wish to amend certain of the terms of the Amended Employment Agreement as set forth herein.

NOW,

THEREFORE, in consideration of the mutual covenants, promises, and obligations set forth herein, the parties agree as follows:

Term. The Executive’s term of employment

under this Agreement (such term of employment, as it may be extended or terminated, is herein referred to as the “Employment Term”)

shall be for a term commencing on February 23, 2026 (the “Effective Date”) and, unless terminated earlier as provided

in Section 5 hereof, ending on the third anniversary of the Effective Date (the “Original Employment Term”); provided

that, on such third anniversary of the Effective Date and each annual anniversary thereafter (such date and each annual anniversary thereof,

a “Renewal Date”), the Agreement shall be deemed to be automatically extended, upon the same terms and conditions,

for successive periods of one year, unless either party provides written notice of its intention not to extend the term of the Agreement

at least ninety 90 days’ prior to the applicable Renewal Date. The period during which the Executive is employed by the Company

hereunder is hereinafter referred to as the “Employment Term.”

Position and Duties.

2.1

Position. During the Employment Term, the Executive

shall serve as the Chief Executive Officer of the Company, reporting to the Board. In this capacity the Executive shall have such duties,

authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly

sized companies and such other duties and responsibilities as the Board of Directors of the Company (the “Board”)

shall designate that are consistent with the Executive’s position as Chief Executive Officer.

2.2

Duties. During the Employment Term, the Executive

shall devote substantially all of the Executive’s business time (excluding periods of vacation and other approved leaves of absence)

to the performance of the Executive’s duties hereunder and will not engage in any other business, profession, or occupation for

compensation or otherwise which would conflict or interfere with the performance of such services either directly or indirectly without

the prior written consent of the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written

consent of the Board act or serve as a director, trustee, committee member, or principal of any type of business, civic, or charitable

organization as long as such activities are disclosed in writing to the Company’s Board of Directors, and (b) purchase or own less

than five percent (5%) of the publicly traded securities of any corporation; provided that, such ownership represents a passive investment

and that the Executive is not a controlling person of, or a member of a group that controls, such corporation; and provided further that,

the activities described in clauses (a) and (b) do not interfere with the performance of the Executive’s duties and responsibilities

to the Company as provided hereunder, including, but not limited to, the obligations set forth in Section 2 hereof. Notwithstanding anything

herein to the contrary, for the sake of clarity, that certain consulting arrangement that Executive previously entered into with Stingray

Music USA, Inc. in August 2025 and the performance by Executive of his duties and responsibilities thereunder has been expressly approved

by the Board and shall not constitute a breach of any provision of this Agreement.

Place of Performance. The principal place of Executive’s

employment shall be the Company’s principal executive office currently located in Fort Lauderdale, Florida; provided that, the

Executive may be required to travel from time to time on Company business during the Employment Term. The Executive may work remotely

from Executive’s primary residence so long as doing so does not interfere with the Executive’s responsibilities under this

Agreement; provided that, subject to any health or safety concerns related to the COVID-19 pandemic or other similar extraordinary circumstances,

the Executive shall be required to spend on average two (2) days per week in the office.

Compensation.

4.1

Base Salary. The Company shall pay the Executive

an annual base salary of $360,000. The annual base salary shall be paid in periodic installments in accordance with the Company’s

customary payroll practices and applicable wage payment laws, but no less frequently than monthly. The Executive’s base salary

shall be reviewed at least annually by the Board (or a committee thereof) and the Board may, but shall not be required to, increase the

base salary during the Employment Term. However, the Executive’s base salary may not be decreased during the Employment Term without

the Executive’s written consent. The Executive’s annual base salary, as in effect from time to time, is hereinafter referred

to as “Base Salary”.

4.2

Annual Bonus. For each fiscal year of the Employment Term,

the Executive shall be eligible to receive an annual bonus (the “Annual Bonus”) of up to fifty percent (50%) of the

Base Salary. Of this amount, fifty percent (50%) of the Annual Bonus will be earned in full by the Executive if the Executive is continuously

employed by the Company for the entirety of the applicable fiscal year. The remaining fifty percent (50%) of the Annual Bonus will be

subject to the satisfaction of the following performance objectives (the “Performance Bonus”):

(a)

Two-thirds (2/3) of the Performance Bonus will be earned in full by the Executive if the Executive successfully raises sufficient capital,

whether through the issuance of debt or equity, to ensure the viability of the Company for the entirety of the applicable fiscal year;

and

(b)

The remaining one-third (1/3) of the Performance Bonus will be earned in full by the Executive if the Company generates at least $10

million of revenue during the fiscal year ended December 31, 2026 and, in the following fiscal years, if the Company generates that amount

of revenue as shall be determined annually by the Board.

Any

earned Annual Bonus will be paid within the period necessary for compliance with Section 409A (“Section 409A” of the

Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 5 hereof, the Executive

must be employed by the Company on the last day of the applicable fiscal year in order to be eligible to earn any part of the Annual

Bonus.

4.3

Change in Control Bonus. If, and each time, a Change of Control (as defined below) occurs during the Employment Term, the

Executive shall be entitled to receive a lump sum payment equal to the sum of the Executive’s Base Salary and Annual Bonus (assuming

the maximum Annual Bonus would have been earned) for the year in which the Change in Control occurs, which shall be paid to the Executive

immediately after the Change in Control occurs.

4.4

Equity Awards. During the Employment Term, the Executive shall

be eligible to participate in the Company’s 2022 Equity Incentive Plan (the “2022 Equity Incentive Plan”) or

any successor plan, subject to the terms of the 2022 Equity Incentive Plan or successor plan, as determined by the Board (or a committee

thereof) in its discretion. In addition, on the Effective Date, the Executive shall be granted a stock option, substantially in the form

attached hereto as Exhibit A (the “Stock Option”), exercisable into that number of shares of the Company’s

common stock, par value $0.01 per share (the “Common Stock”), representing approximately five percent (5%) of the

total shares of Common Stock issued and outstanding and calculated on a fully diluted basis on the Effective Date, such stock option

to be exercisable at an exercise price equal to the closing price of the Common Stock on the Nasdaq Stock Market on the Effective Date

and to vest in equal quarterly installments over a four (4) year period commencing on the Effective Date.

the event that the shares of Common Stock underlying Stock Option have not been registered for sale by the Executive under the Registration

Statement on Form S-8, File Number 333-268106, filed

by the Company with the Securities and Exchange Commission (the “SEC”)

on November 1, 2022 (the “Registration Statement”), the Company agrees that,

on or prior to the first anniversary of the Effective Date, it will amend the Registration Statement and take such other action as may

be necessary to register such shares of Common Stock for sale by the Executive under the Registration Statement or file an additional

registration statement on Form S-8 or other form of registration statement with the SEC and take such other action as may be necessary

to register such shares of Common Stock for sale by the Executive.

the event of a conflict between the terms of this Agreement and the Stock Option, the 2022 Equity Incentive Plan, or the stock option

grant notice issued in connection with the grant of the Stock Option (the “Stock

Option Grant Notice”), the terms of this Agreement shall control and supersede the conflicting

terms of the Stock Option, the 2022 Equity Incentive Plan, and the Stock Option Grant Notice.

4.5

Perquisites. During the Employment Term, the

Company shall provide to the Executive all employee and executive perquisites which other senior executives of the Company are generally

entitled to receive, in accordance with Company policy set by the Board from time to time.

4.6

Benefit Plans. During the Employment Term, the

Executive shall be entitled to participate in all employee and executive benefit plans of the Company, as in effect from time to time

(collectively, “Employee Benefit Plans”) including, but not limited to, equity, pension, thrift, profit sharing, 401(k),

medical coverage, education, or other retirement or welfare benefits that the Company has adopted or may adopt, maintain or contribute

to for the benefit of its executives at a level commensurate with the Executive’s position subject to satisfying the applicable

eligibility requirements. Such benefits, in the aggregate, shall be no less favorable than is provided to other similarly situated executives

of the Company. The Company reserves the right to amend or terminate any Employee Benefit Plans at any time in its sole discretion, subject

to the terms of such Employee Benefit Plan and applicable law.

4.7

Vacation; Paid Time Off. During the Employment

Term, the Executive shall be entitled to the prescribed number of weeks of paid vacation days per calendar year (prorated for partial

years) in accordance with the Company’s vacation policies, as in effect from time to time. The Executive shall receive other paid

time off in accordance with the Company’s policies for executive officers as such policies may exist from time to time.

4.8

Business Expenses. The Executive shall be entitled

to reimbursement for all reasonable and necessary out-of-pocket business, entertainment, and travel expenses incurred by the Executive

in connection with the performance of the Executive’s duties hereunder in accordance with the Company’s expense reimbursement

policies and procedures.

4.9

Indemnification.

(a)

The Company will enter into a standard form of officer and director indemnification agreement with the Executive, in the form of which

is approved by the Board.

(b)

The Company will use commercially reasonable efforts to maintain third party directors and officers indemnification insurance for the

Executive on the same terms and conditions as apply to the members of the Board and similarly situated executive officers.

4.10

Clawback Provisions. Notwithstanding any other

provisions in this Agreement to the contrary, any incentive-based or other compensation paid to the Executive under this Agreement or

any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation, or stock exchange

listing requirement will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation,

or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock

exchange listing requirement).

Termination of Employment. The Employment Term and the Executive’s

employment hereunder may be terminated by either the Company or the Executive at any time and for any reason; provided that, unless otherwise

provided in this Agreement, either party shall be required to give the other party at least thirty (30) days advance written notice of

any termination of the Executive’s employment. On termination of the Executive’s employment during the Employment Term, the

Executive shall be entitled to the compensation and benefits described in this Section 5 and shall have no further rights to any compensation

or any other benefits from the Company or any of its affiliates.

5.1

Expiration of the Term, For Cause, or Without Good Reason.

(a)

The Executive’s employment hereunder may be terminated upon the Executive’s election not to renew the Agreement in accordance

with Section 1 hereof, by the Company for Cause, or by the Executive without Good Reason. If the Executive’s employment is terminated

upon the Executive’s election not to renew the Agreement, by the Company for Cause, or by the Executive without Good Reason, the

Executive shall be entitled to receive:

(i)

any accrued but unpaid Base Salary and accrued but unused vacation which shall be paid within one (1) week following the Termination

Date (as defined below) in accordance with the Company’s customary payroll procedures;

(ii)

any earned but unpaid Annual Bonus with respect to any completed fiscal year immediately preceding the Termination Date, which shall

be paid on the otherwise applicable payment date except to the extent payment is otherwise deferred pursuant to any applicable deferred

compensation arrangement;

(iii)

any other accrued but unpaid compensation or consideration owed to the Executive;

(iv)

reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance

with the Company’s expense reimbursement policy; and

(v)

such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the Company’s employee

benefit plans and equity incentive plans as of the Termination Date; provided that, in no event shall the Executive be entitled to any

payments in the nature of severance or termination payments except as specifically provided herein.

Items

5.1(a)(i) through 5.1(a)(v) are referred to herein collectively as the “Accrued Amounts”. The treatment of any outstanding

equity awards shall be determined in accordance with the terms of the 2022 Equity Incentive Plan and the applicable award agreements

and notices.

(b)

For purposes of this Agreement, “Cause” shall mean:

(i)

the Executive’s willful failure, without substantial justification, to perform Executive’s duties (other than any such failure

resulting from incapacity due to physical or mental illness);

(ii)

the Executive’s willful failure to comply with any valid and legal directive of such officer or director as may be designated by

the Board;

(iii)

the Executive’s willful engagement in illegal conduct which is, in each case, materially injurious to the Company or its affiliates;

(iv)

the Executive’s conviction of embezzlement, misappropriation, or fraud, whether or not related to the Executive’s employment

with the Company;

(v)

the Executive’s conviction of or plea of guilty to a crime that constitutes a felony (or state law equivalent) or a crime that

constitutes a misdemeanor involving moral turpitude, if such felony or other crime is work-related, materially impairs the Executive’s

ability to perform services for the Company, or results in material reputational or financial harm to the Company or its affiliates;

(vi)

the Executive’s material violation of the Company’s written policies or codes of conduct, including written policies related

to discrimination, harassment, performance of illegal or unethical activities, and unethical misconduct:

(vii)

the Executive’s willful unauthorized disclosure of Confidential Information (as defined below); or

(viii)

the Executive’s material breach of any material obligation under this Agreement or any other written agreement between the Executive

and the Company.

For

purposes of this provision, no act on the part of the Executive shall be considered “willful” unless it is done, or omitted

to be done by the Executive in bad faith. Any act, however, based on authority given pursuant to a resolution duly adopted by the Board

or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good

faith and in the best interests of the Company.

Termination

of the Executive’s employment shall not be deemed to be for Cause unless and until the Company delivers to the Executive a copy

of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (after thirty (30) days prior written

notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board),

finding that the Executive has engaged in the conduct described in any of (i)-(viii) above, and that the Executive’s employment

should accordingly be terminated for Cause.

(c)

For purposes of this Agreement, the Executive may not be subject to any of the following events without Executive’s written consent.

For the purposes of this Agreement, it shall be deemed a “Good Reason” for the Executive to terminate employment in

the event that the Company subjects the Executive to any of the following occurrences:

(i)

a material reduction in the Executive’s Base Salary;

(ii)

a relocation of the Executive’s principal place of employment by more than fifty (50) miles;

(iii)

any material breach by the Company of any material provision of this Agreement or any material provision of any other agreement between

the Executive and the Company;

(iv)

the Company’s failure to obtain an agreement from any successor to the Company to 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 succession had taken place, except where such

assumption occurs by operation of law;

(v)

a material, adverse change in the Executive’s title, authority, duties, or responsibilities (other than temporarily while the Executive

is physically or mentally incapacitated or as required by applicable law) taking into account the Company’s size, status as a public

company, and capitalization as of the date of this Agreement; or

(vi)

a material adverse change in the reporting structure applicable to the Executive.

The

Executive cannot terminate employment for Good Reason unless the Executive has provided written notice to the Company of the existence

of the circumstances providing grounds for termination for Good Reason within fifteen (15) days of the initial existence of such grounds

and the Company has had at least fifteen (15) days from the date on which such notice is provided to cure such circumstances. If the

Executive does not terminate employment for Good Reason within thirty (30) days after the first occurrence of the applicable grounds,

then the Executive will be deemed to have waived the right to terminate for Good Reason with respect to such grounds.

5.2

Non-Renewal by the Company, Without Cause, or for Good Reason.

The Employment Term and the Executive’s employment hereunder may be terminated by the Executive for Good Reason or by the Company

without Cause or on account of the Company’s election to not renew the Agreement in accordance with Section 1 hereof. In the event

of such termination, the Executive shall be entitled to receive the Accrued Amounts and subject to the Executive’s compliance with

Section 6, Section 7, Section 8 and Section 9 of this Agreement and the Executive’s execution of a release of claims in favor of

the Company, its affiliates and their respective officers and directors in a form provided by the Company (the “Release”)

which becomes effective within twenty-one (21) days following the Termination Date (such twenty-one (21) -day period, the “Release

Execution Period”), the Executive shall be entitled to receive the Accrued Amounts and the following severance benefits:

(a)

a lump sum payment equal to two (2) times the sum of the Executive’s Base Salary and target Annual Bonus (assuming the maximum

Annual Bonus would have been earned) for the year in which the Termination Date occurs, which, unless otherwise provided in this Agreement,

shall be paid immediately after the expiration of the Release Execution Period;

(b)

If the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of

1985 (“COBRA”), the Company shall maintain for Executive the same health insurance policies that it had in place on

the Termination Date for the duration of the time that Executive utilizes COBRA and shall reimburse the Executive for the monthly COBRA

premium paid by the Executive for the Executive and the Executive’s spouse and dependents. Such reimbursement shall be paid to

the Executive on the fifth day of the month immediately following the month in which the Executive timely remits the premium payment.

The Executive shall be eligible to receive such reimbursement until the earliest of: (i) the eighteen-month anniversary of the Termination

Date; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive

obtains substantially similar coverage from another employer or other source (which, for the sake of clarity, the Executive has no obligation

whatsoever to obtain). Notwithstanding the foregoing, if the Company making payments under this Section 5.2(b) would violate the nondiscrimination

rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in the imposition

of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform this Section

5.2(b) in a manner as is necessary to comply with the ACA.

(c)

The treatment of any outstanding equity awards shall be determined in accordance with the terms of the 2022 Equity Incentive Plan and

the applicable award agreements and notices.

(d)

Notwithstanding the foregoing, all outstanding equity-based compensation awards, including the Stock Option, shall remain outstanding

and shall vest in full immediately on the Termination Date.

5.3

Death or Disability.

(a)

The Executive’s employment hereunder shall terminate automatically on the Executive’s death during the Employment Term, and

the Company may terminate the Executive’s employment on account of the Executive’s Disability.

(b)

If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability,

the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following:

(i)

the Accrued Amounts; and

(ii)

a lump sum payment equal to the Annual Bonus that the Executive would have earned for the fiscal year in which the Termination Date occurs

(assuming the maximum Annual Bonus would have been earned), which shall be payable on the date that annual bonuses are paid to the Company’s

similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which

the Termination Date occurs.

Notwithstanding

any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner

which is consistent with federal and state law.

(c)

For purposes of this Agreement, “Disability” shall mean a condition that entitles the Executive to receive long-term

disability benefits under the Company’s long-term disability plan, or if there is no such plan, the Executive’s inability,

due to physical or mental incapacity, to perform the essential functions of the Executive’s job, with or without reasonable accommodation,

for one hundred eighty (180) days out of any three hundred sixty-five (365) day period or one hundred twenty (120) consecutive days.

Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be

determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and

the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall

select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive

shall be final and conclusive for all purposes of this Agreement.

5.4

Change in Control Termination.

(a)

Notwithstanding any other provision contained herein, if the Executive’s employment hereunder is terminated by the Executive for

Good Reason, by the Company on account of the Company’s election to not renew the Agreement in accordance with Section 1 hereof

or by the Company without Cause (other than on account of the Executive’s death or Disability), in each case within twelve (12)

months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and the compensation described in

Section 5.2 hereof, and, subject to the Executive’s compliance with Section 6, Section 7, Section 8 and Section 9 of this Agreement,

the Executive shall be entitled to receive a lump sum payment equal to the sum of the Executive’s Base Salary and Annual Bonus

(assuming the maximum Annual Bonus would have been earned) for the year in which the Termination Date occurs (or if greater, the year

immediately preceding the year in which the Change in Control occurs), which shall be paid immediately following the termination of the

Executive’s employment. For the sake of clarity, the compensation payable to the Executive under this Section 5.4 is in addition

to, and not in substitution for or as an alternative to, the compensation payable to the Executive under Section 5.2 hereof. Accordingly,

in the event that Executive’s employment hereunder is terminated by the Executive for Good Reason, by the Company on account of

its election to not renew the Agreement in accordance with Section 1 hereof or by the Company without Cause, in each case within twelve

(12) months following a Change in Control, the Executive will be entitled to receive the compensation described in Section 5.2 hereof

and will also receive the compensation described in this Section 5.4.

(b)

If the Executive timely and properly elects health plan continuation coverage under COBRA, the Company shall reimburse the Executive

for the monthly COBRA premium paid by the Executive for the Executive and the Executive’s spouse and dependents. Such reimbursement

shall be paid to the Executive on the fifth day of the month immediately following the month in which the Executive timely remits the

premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (i) the eighteen-month anniversary

of the Termination Date; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date

on which the Executive obtains substantially similar coverage from another employer or other source (which, for the sake of clarity,

the Executive has no obligation whatsoever to obtain). Notwithstanding the foregoing, if the Company’s payments under this Section

5.4(b) would violate the nondiscrimination rules applicable to non-grandfathered, insured group plans under the ACA, or result in the

imposition of penalties under the ACA, the parties agree to reform this Section 5.4(b) in a manner as is necessary to comply with the

ACA.

(c)

Notwithstanding the terms of the 2022 Equity Incentive Plan or any applicable award agreements or notices, as applicable, all outstanding

equity-based compensation awards, including the Stock Option, shall remain outstanding and shall vest in full immediately prior to the

consummation of the Change in Control.

(d)

For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following after the Effective

Date:

(i)

any person or group of persons, excluding for this purpose, (A) the Company or any subsidiary of the Company, or (B) any employee benefit

plan of the Company or any subsidiary of the Company, or any person or entity organized, appointed or established by the Company for

or pursuant to the terms of any such plan which acquires beneficial ownership of voting securities of the Company, through a single transaction

or a series of transactions, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly

or indirectly, of securities of the Company representing more than thirty percent (30%) or more of the of the combined voting power of

the Company’s then outstanding securities; provided, however, that no Change in Control will be deemed to have occurred as a result

of a change in ownership percentage resulting solely from an acquisition of securities by the Company;

(ii)

a majority of the individuals who, as of the date hereof, constitute the Board are replaced during any twelve-month period for any reason;

(iii)

consummation of a reorganization, merger or consolidation of the Company or sale or other disposition of all or substantially all of

the assets of the Company through a single transaction or a series of transactions (a “Business Combination”), in

each case, unless, following such Business Combination, all or substantially all of the individuals and entities who were the beneficial

owners of outstanding voting securities of the Company immediately prior to such Business Combination beneficially own, directly or indirectly,

more than fifty percent (50%) of the combined voting power of the then outstanding voting securities entitled to vote generally in the

election of directors of the company after such Business Combination (including, without limitation, an entity which, as a result of

such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries)

in substantially the same proportions as their ownership immediately prior to such Business Combination; or

(iv)

approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

For

the purposes of this Section 5.4, “group” includes, but is not limited to, persons that own an entity that enters into a

merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.

5.5

Notice of Termination. Any termination of the

Executive’s employment hereunder by the Company or by the Executive during the Employment Term (other than termination pursuant

to Section 5.3(a) hereof on account of the Executive’s death) shall be communicated by written notice of termination (“Notice

of Termination”) to the other party hereto in accordance with Section 24 hereof. The Notice of Termination shall specify:

(a)

The termination provision of this Agreement relied upon;

(b)

To the extent applicable, the facts and circumstances claimed to provide a basis for termination of the Executive’s employment

under the provision so indicated; and

(c)

The applicable Termination Date.

5.6

Termination Date. The Executive’s “Termination

Date” shall be:

(a)

If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s

death;

(b)

If the Executive’s employment hereunder is terminated on account of the Executive’s Disability, the date that it is determined

that the Executive has a Disability;

(c)

If the Company terminates the Executive’s employment hereunder for Cause, the date the Notice of Termination is delivered to the

Executive;

(d)

If the Company terminates the Executive’s employment hereunder without Cause, the date specified in the Notice of Termination,

which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered to the Executive; provided

that, the Company shall have the option to provide the Executive with a lump sum payment equal to thirty (30) days’ Base Salary

in lieu of such notice, which shall be paid in a lump sum on the Executive’s Termination Date and for all purposes of this Agreement,

the Executive’s Termination Date shall be the date on which such Notice of Termination is delivered to the Executive;

(e)

If the Executive terminates the Executive’s employment hereunder with or without Good Reason, the date specified in the Executive’s

Notice of Termination, which shall be no less than five (5) days following the date on which the Notice of Termination is delivered to

the Company; provided that, the Company may waive all or any part of the five (5) day notice period for no consideration by giving written

notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by

the Company; and

(f)

If the Executive’s employment hereunder terminates because either party provides notice of non-renewal pursuant to Section 1 hereof,

the Renewal Date immediately following the date on which the applicable party delivers notice of non-renewal.

Notwithstanding

anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from

service” within the meaning of Section 409A.

5.7

Resignation of All Other Positions. On termination

of the Executive’s employment hereunder for any reason, the Executive agrees to resign, effective on the Termination Date, or shall

be deemed to have resigned, from all positions that the Executive holds as an officer or member of the Board (or a committee thereof)

of the Company or any of its affiliates.

Cooperation. The parties agree that certain matters

in which the Executive will be involved during the Employment Term may necessitate the Executive’s cooperation in the future. Accordingly,

following the termination of the Executive’s employment for any reason, to the extent reasonably requested by the Board, the Executive

shall cooperate with the Company in connection with matters arising out of the Executive’s service to the Company; provided that,

the Company shall make reasonable efforts to minimize disruption of the Executive’s other activities. The Company shall reimburse

the Executive for reasonable expenses incurred in connection with such cooperation and, to the extent that the Executive is required

to spend substantial time on such matters, the Company shall compensate the Executive at an hourly rate based on the Executive’s

Base Salary on the Termination Date.

Confidential Information. The Executive understands and acknowledges

that during the Employment Term, the Executive will have access to and learn about Confidential Information, as defined below.

7.1

Confidential Information Defined.

(a)

Definition.

For

purposes of this Agreement, “Confidential Information” includes, but is not limited to, all information not generally

known to the public, in spoken, printed, electronic or any other form or medium, relating directly or indirectly to: business processes,

practices, methods, policies, plans, publications, documents, research, operations, services, strategies, techniques, agreements, contracts,

terms of agreements, transactions, potential transactions, negotiations, pending negotiations, know-how, trade secrets, computer programs,

computer software, applications, operating systems, software design, web design, work-in-process, databases, device configurations, embedded

data, compilations, metadata, technologies, manuals, records, articles, systems, material, sources of material, supplier information,

vendor information, financial information, results, accounting information, accounting records, legal information, marketing information,

advertising information, pricing information, credit information, design information, payroll information, staffing information, personnel

information, employee lists, supplier lists, vendor lists, developments, reports, internal controls, security procedures, graphics, drawings,

sketches, market studies, sales information, revenue, costs, formulae, notes, communications, algorithms, product plans, designs, styles,

models, ideas, audiovisual programs, inventions, unpublished patent applications, original works of authorship, discoveries, experimental

processes, experimental results, specifications, customer information, customer lists, client information, client lists, manufacturing

information, factory lists, distributor lists, and buyer lists of the Company or any existing or prospective customer, supplier, investor

or other associated third party, or of any other person or entity that has entrusted information to the Company in confidence.

The

Executive understands that the above list is not exhaustive, and that Confidential Information also includes other information that is

marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential

or proprietary in the context and circumstances in which the information is known or used.

The

Executive understands and agrees that Confidential Information includes information developed by Executive in the course of employment

by the Company as if the Company furnished the same Confidential Information to the Executive in the first instance. Confidential Information

shall not include information that is generally available to and known by the public at the time of disclosure to the Executive; provided

that, such disclosure is through no direct or indirect fault of the Executive or person(s) acting on the Executive’s behalf.

(b)

Company Creation and Use of Confidential Information. The Executive understands and acknowledges that the Company has invested,

and continues to invest, substantial time, money, and specialized knowledge into developing its resources, creating a customer base,

generating customer and potential customer lists, training its employees, and improving its offerings relating to its artificial intelligence

business and such other businesses as the Company may engage in during the Employment Term. The Executive understands and acknowledges

that as a result of these efforts, the Company has created, and continues to use and create Confidential Information. This Confidential

Information provides the Company with a competitive advantage over others in the marketplace.

(c)

Disclosure and Use Restrictions. The Executive agrees and covenants: (i) to treat all Confidential Information as strictly confidential;

(ii) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed,

published, communicated, or made available, in whole or part, to any entity or person whatsoever (including other employees of the Company)

not having a need to know and authority to know and use the Confidential Information in connection with the business of the Company and,

in any event, not to anyone outside of the direct employ of the Company except as required in the performance of the Executive’s

authorized employment duties to the Company or with the prior consent of such officer or director as may be designated by the Board acting

on behalf of the Company in each instance (and then, such disclosure shall be made only within the limits and to the extent of such duties

or consent); and (iii) not to access or use any Confidential Information, and not to copy any documents, records, files, media, or other

resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises

or control of the Company, except as required in the performance of the Executive’s authorized employment duties to the Company

or with the prior consent of such officer or director as may be designated by the Board acting on behalf of the Company in each instance

(and then, such disclosure shall be made only within the limits and to the extent of such duties or consent).

(d)

Permitted disclosures. Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required

by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency,

provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order. The Executive shall

promptly provide written notice of any such order to such officer or director of the Company as may be designated by the Board.

(e)

Permitted Communications. Nothing herein prohibits or restricts the Executive (or the Executive’s attorney) from initiating

communications directly with, responding to an inquiry from, or providing testimony before the Securities and Exchange Commission (SEC),

the Financial Industry Regulatory Authority (FINRA), any other self-regulatory organization, or any other federal or state regulatory

authority regarding a possible securities law violation.

(f)

Notice of Immunity Under the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016 (“DTSA”).

Notwithstanding any other provision of this Agreement:

(i)

The Executive will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade

secret that:

(A)

is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2)

solely for the purpose of reporting or investigating a suspected violation of law; or

(B)

is made in a complaint or other document filed under seal in a lawsuit or other proceeding.

(ii)

If the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose

the Company’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the

Executive:

(A)

files any document containing trade secrets under seal; and

(B)

does not disclose trade secrets, except pursuant to court order.

The

Executive understands and acknowledges that the Executive’s obligations under this Agreement with regard to any particular Confidential

Information shall commence immediately upon the Executive first having access to such Confidential Information (whether before or after

the Executive begins employment by the Company) and shall continue during and after the Executive’s employment by the Company until

such time as such Confidential Information has become public knowledge other than as a result of the Executive’s breach of this

Agreement or breach by those acting in concert with the Executive or on the Executive’s behalf.

Restrictive Covenants.

8.1

Acknowledgement. The Executive acknowledges and

agrees that, as a result of the nature of the Company’s business and the nature of the Executive’s position with the Company,

the Executive has been or will come into contact with, and will have access to, Confidential Information belonging to the Company. The

Executive acknowledges that the aforementioned Confidential Information is unique and not generally known to the public with respect

to the Company and has been developed, acquired, and compiled by the Company at its great effort and expense.

The

Executive further acknowledges and agrees that any disclosure or use of the Company’s Confidential Information by the Executive,

other than in connection with the Company’s business or as specifically authorized by the Company, will be or may become highly

detrimental to the business of the Company, and serious loss of business and damage to the Company will or may result.

Accordingly,

the Executive agrees to hold all Confidential Information in the strictest confidence and agrees to safeguard and not use, disclose,

divulge or reveal the Company’s Confidential Information to any person, either during the Executive’s employment or at any

time after the termination of the Executive’s employment with the Company, without specific prior written authorization from an

officer or director of the Company as may be designated by the Board.

8.2

Non-Competition. Because of the Company’s

legitimate business interest as described herein and the good and valuable consideration offered to the Executive, during the Employment

Term and for the one (1) year, beginning on the last day of the Executive’s employment with the Company, except in the instance

where Executive is terminated by the Company without Cause or the Executive terminates for a Good Reason, the Executive agrees and covenants

not to engage in Prohibited Activity.

For

purposes of this Section 8, “Prohibited Activity” is activity in which the Executive contributes the Executive’s

knowledge, directly or indirectly, in whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant, agent,

employee, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in its artificial

intelligence business and such other businesses as the Company may be engaged in during the Employment Term within 20 miles of the Company’s

main office. Prohibited Activity also includes activity that may require or inevitably requires disclosure of trade secrets, proprietary

information, or Confidential Information.

Nothing

herein shall prohibit the Executive from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation,

provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a

group that controls, such corporation.

This

Section 8 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot

be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction

or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order.

8.3

Non-Solicitation of Employees. The Executive

agrees and covenants not to directly or indirectly solicit, hire, recruit, attempt to hire or recruit, or induce the termination of employment

of any employee of the Company, or attempt to do so during one (1) year, beginning on the last day of the Executive’s employment

with the Company.

8.4

Non-Solicitation of Customers. The Executive

understands and acknowledges that because of the Executive’s experience with and relationship to the Company, the Executive will

have access to and learn about much or all of the Company’s customer information. “Customer Information” includes,

but is not limited to, names, phone numbers, addresses, email addresses, order history, order preferences, chain of command, decision

makers, pricing information, and other information identifying facts and circumstances specific to the customer and relevant to sales

or services.

The

Executive understands and acknowledges that loss of this customer relationship and/or goodwill will cause significant and irreparable

harm to the Company.

The

Executive agrees and covenants that for a period of one (1) year beginning on the last day of the Executive’s employment with the

Company, not to use the Company’s Confidential Information for purposes of offering or goods or services similar to or competitive

with those offered by the Company.

This

restriction shall only apply to:

(a)

Customers or prospective customers the Executive contacted in any way during the twelve (12) months prior to termination;

(b)

Customers about whom the Executive has trade secret or confidential information; and

(c)

Customers about whom the Executive has information that is not available publicly.

Remedies. In the event of a breach or threatened

breach by the Executive of Section 7, Section 8 or Section 9 of this Agreement, the Executive hereby consents and agrees that the Company

shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against

such breach or threatened breach from any court of competent jurisdiction, and that money damages would not afford an adequate remedy,

without the necessity of showing any actual damages, and without the necessity of posting any bond or other security. The aforementioned

equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages, or other available forms of relief.

10.

Proprietary Rights.

10.1

Work Product. At all times while Executive is employed by the Company, the Executive is free to use Work Product and Intellectual

Property which is not gained as result of a breach of this Agreement. “Work Product” and “Intellectual Property”

that is developed by Executive through Executive’s own skill, knowledge, know-how and experience without the assistance or use

of Company assets, that does not relate to the Executive’s work for the Company may, however, be owned and used by the Executive

to whatever extent and in whichever way Executive chooses both during and after the Employment Term. Except as set forth in this paragraph

“Work Product” and “Intellectual Property” shall belong to the Company. The term “Work Product”

shall mean all writings, works of authorship, technology, inventions, discoveries, processes, techniques, methods, ideas, concepts, research,

proposals, materials, and all other work product of any nature whatsoever, that are created, prepared, produced, authored, edited, amended,

conceived, or reduced to practice by the Executive individually or jointly with others during the Employment Term that relate to the

business or contemplated business, products, activities, research, or development of the Company. “Work Product” does not

include any of the foregoing that are (a) trade secrets, inventions, products, ideas, processes, formulas, know-how, improvements, discoveries,

developments, designs and techniques; and (b) information regarding plans for research, development, new products, marketing and selling,

business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers, distributors and customers; and

(c) information regarding the skills and compensation of other employees of the Company. The term “Intellectual Property Rights”

shall mean any and all rights in and to the Company’s US and foreign (a) patents, patent disclosures and inventions (whether patentable

or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, and other similar designations

of source or origin, together with the goodwill symbolized by any of the foregoing, (c) copyrights and copyrightable works (including

computer programs), and rights in data and databases, (d) trade secrets, know-how, and other confidential information, and (e) all other

intellectual property rights, in each case whether registered or unregistered and including all registrations and applications for, and

renewals and extensions of, such rights, all improvements thereto and all similar or equivalent rights or forms of protection in any

part of the world.

10.2

Work Made for Hire. Except as otherwise excluded by this paragraph, the Executive acknowledges that, by reason of being employed

by the Company at the relevant times, to the extent permitted by law, all of the Work Product consisting of copyrightable subject matter

is “work made for hire” as defined in 17 U.S.C. § 101 and such copyrights are therefore owned by the Company. To the

extent that the foregoing does not apply, the Executive hereby irrevocably assigns to the Company, for no additional consideration, the

Executive’s entire right, title, and interest in and to all Work Product and Intellectual Property Rights therein, including the

right to sue, counterclaim, and recover for all past, present, and future infringement, misappropriation, or dilution thereof, and all

rights corresponding thereto throughout the world. Nothing contained in this Agreement shall be construed to reduce or limit the Company’s

rights, title, or interest in any Work Product or Intellectual Property Rights so as to be less in any respect than that the Company

would have had in the absence of this Agreement.

10.3

Further Assurances; Power of Attorney. During and after the Employment Term, the Executive agrees to reasonably cooperate with

the Company to (a) apply for, obtain, perfect, and transfer to the Company the Work Product as well as any and all Intellectual Property

Rights in the Work Product in any jurisdiction in the world; and (b) maintain, protect and enforce the same, including, without limitation,

giving testimony and executing and delivering to the Company any and all applications, oaths, declarations, affidavits, waivers, assignments,

and other documents and instruments as shall be requested by the Company. The Executive hereby irrevocably grants the Company power of

attorney to execute and deliver any such documents on the Executive’s behalf in the Executive’s name and to do all other

lawfully permitted acts to transfer the Work Product to the Company and further the transfer, prosecution, issuance, and maintenance

of all Intellectual Property Rights therein, to the full extent permitted by law, if the Executive does not promptly cooperate with the

Company’s request (without limiting the rights the Company shall have in such circumstances by operation of law). The power of

attorney is coupled with an interest and shall not be affected by the Executive’s subsequent incapacity.

10.4

No License. The Executive understands that this Agreement does not, and shall not be construed to grant the Executive any license

or right of any nature with respect to any Work Product or Intellectual Property Rights or any Confidential Information, materials, software,

or other tools made available to the Executive by the Company.

11.

Security.

11.1

Security and Access. The Executive agrees and

covenants (a) to comply with all Company security policies and procedures as in force from time to time, including without limitation

those regarding computer equipment, telephone systems, voicemail systems, facilities access, monitoring, key cards, access codes, Company

intranet, internet, social media and instant messaging systems, computer systems, email systems, computer networks, document storage

systems, software, data security, encryption, firewalls, passwords and any and all other Company facilities, IT resources and communication

technologies (“Facilities and Information Technology Resources”); (b) not to access or use any Facilities and Information

Technology Resources except as authorized by the Company; and (iii) not to access or use any Facilities and Information Technology Resources

in any manner after the termination of the Executive’s employment by the Company, whether termination is voluntary or involuntary.

The Executive agrees to notify the Company promptly in the event the Executive learns of any violation of the foregoing by others, or

of any other misappropriation or unauthorized access, use, reproduction, or reverse engineering of, or tampering with any Facilities

and Information Technology Resources or other Company property or materials by others.

11.2

Exit Obligations. Upon (a) voluntary or involuntary

termination of the Executive’s employment or (b) the Company’s request at any time during the Executive’s employment,

the Executive shall (i) provide or return to the Company any and all Company property, including keys, key cards, access cards, identification

cards, security devices, employer credit cards, network access devices, computers, cell phones, smartphones, PDAs, pagers, fax machines,

equipment, speakers, webcams, manuals, reports, files, books, compilations, work product, email messages, recordings, tapes, disks, thumb

drives or other removable information storage devices, hard drives, negatives, and data and all Company documents and materials belonging

to the Company and stored in any fashion, including but not limited to those that constitute or contain any Confidential Information

or Work Product, that are in the possession or control of the Executive, whether they were provided to the Executive by the Company or

any of its business associates or created by the Executive in connection with the Executive’s employment by the Company; and (ii)

delete or destroy all copies of any such documents and materials not returned to the Company that remain in the Executive’s possession

or control, including those stored on any non-Company devices, networks, storage locations, and media in the Executive’s possession

or control.

12.

Publicity. The Executive hereby irrevocably consents to any and all uses and displays, by the Company and its agents, representatives

and licensees, of the Executive’s name, voice, likeness, image, appearance, and biographical information in, on or in connection

with any pictures, photographs, audio and video recordings, digital images, websites, television programs and advertising, other advertising

and publicity, sales and marketing brochures, books, magazines, other publications, CDs, DVDs, tapes, and all other printed and electronic

forms and media throughout the world, at any time during or after the Employment Term, for all legitimate commercial and business purposes

of the Company (“Permitted Uses”) without further consent from or royalty, payment, or other compensation to the Executive.

The Executive hereby forever waives and releases the Company and its directors, officers, employees, and agents from any and all claims,

actions, damages, losses, costs, expenses, and liability of any kind, arising under any legal or equitable theory whatsoever at any time

during or after the Employment Term, arising directly or indirectly from the Company and its agents’, representatives’, and

licensees’ exercise of their rights in connection with any Permitted Uses.

13.

Governing Law; Jurisdiction and Venue. This Agreement, for all purposes, shall be construed in accordance with the laws of Florida

without regard to conflicts of law principles. Any action or proceeding by either of the parties to enforce this Agreement shall be brought

only in a state or federal court located in the state of Broward, County. The parties hereby irrevocably submit to the exclusive jurisdiction

of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.

14.

Entire Agreement. Unless specifically provided herein, this Agreement contains all of the understandings and representations between

the Executive and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements,

representations, and warranties, both written and oral, with respect to such subject matter. The parties mutually agree that the Agreement

can be specifically enforced in court and can be cited as evidence in legal proceedings alleging breach of the Agreement. In the event

of a conflict between the terms of this Agreement and the terms of any other agreement to which the Executive and the Company are a party,

the terms of this Agreement shall control and supersede the conflicting terms of the other agreement.

15.

Modification and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed

to in writing and signed by the Executive and such officer or director of the Company as may be designated by the Board. No waiver by

either of the parties of any breach by the other party hereto of any condition or provision of this Agreement to be performed by the

other party hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent

time, nor shall the failure of or delay by either of the parties in exercising any right, power, or privilege hereunder operate as a

waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.

16.

Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be enforceable only if modified,

or if any portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not affect the validity of the

remainder of this Agreement, the balance of which shall continue to be binding upon the parties with any such modification to become

a part hereof and treated as though originally set forth in this Agreement.

The

parties further agree that any such court is expressly authorized to modify any such unenforceable provision of this Agreement in lieu

of severing such unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting

any or all of the offending provision, adding additional language to this Agreement, or by making such other modifications as it deems

warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by law.

The

parties expressly agree that this Agreement as so modified by the court shall be binding upon and enforceable against each of them. In

any event, should one or more of the provisions of this Agreement be held to be invalid, illegal, or unenforceable in any respect, such

invalidity, illegality, or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not

modified as provided above, this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had not been set

forth herein.

17.

Captions. Captions and headings of the sections

and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference

to the caption or heading of any section or paragraph.

18.

Counterparts. This Agreement may be executed

in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same

instrument.

19.

Tolling. Should the Executive violate any of

the terms of the restrictive covenant obligations articulated herein, the obligation at issue will run from the first date on which the

Executive ceases to be in violation of such obligation.

20.

Section 409A.

20.1

General Compliance. This Agreement is intended

to comply with Section 409A or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding

any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies

with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation

pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent

possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment.

Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service”

under Section 409A. In the event that the Executive is liable for all or any portion of any taxes, penalties, interest, or other expenses

that may be incurred by the Executive on account of non-compliance with Section 409A, the Company shall reimburse the Executive for all

such expenses within 10 days of receiving a request for such reimbursement from the Executive accompanied by supporting documentation

evidencing the amount of such expenses.

20.2

Specified Employees. Notwithstanding any other

provision of this Agreement to the contrary, if any payment or benefit to be provided to the Executive in connection with the Executive’s

termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section

409A and the Executive is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then such payment

or benefit shall not be paid until the first business day following the six-month anniversary of the Termination Date or, if earlier,

on the Executive’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise

have been paid to the Executive before the Specified Employee Payment Date and interest on such amounts for the period commencing on

the Termination Date and ending on the Specified Employee Payment Date calculated based on the applicable federal rate published by the

Internal Revenue Service for the month in which the Executive’s separation from service occurs (the aggregate of all such payments

and interest thereon, the “Deferred Payment”) shall be paid to the Executive in a lump sum on the Specified Employee

Payment Date.

20.3

Rabbi Trust.

(a)

Creation of Rabbi Trust. Immediately upon the earliest to occur of: (a) the date that the Executive’s employment hereunder

is terminated by the Executive for Good Reason, by the Company on account of its election to not renew the Agreement in accordance with

Section 1 hereof, or by the Company without Cause; (b) the date that the Company enters into an agreement or series of agreements that

results in, or may in the future result in, a Change in Control; or (c) the date that a Change in Control occurs, the Company will establish

a “rabbi trust” (the “Rabbi Trust”) for the sole benefit of the Executive to secure the payment of the

Deferred Payments. The trustee of the Rabbi Trust (the “Trustee”) will be a bank or trust company chosen by the Executive

in his sole and absolute discretion. Immediately upon the occurrence of any of the events described in Section 20.3(a) or (c) hereof,

the Company will deposit in the Rabbi Trust the maximum amount of cash necessary to complete the Deferred Payment on the Specified Employee

Payment Date. On the Specified Employee Payment Date, the Trustee will pay the Deferred Payment to the Executive from the cash held by

Rabbi Trust. The Company will remain liable to pay all or any portion of the Deferred Payment that for any reason is not paid to the

Executive from the Rabbi Trust. The Company will be solely responsible for all costs and expenses associated with creating, maintaining,

and, after the Deferred Payment has been paid in full to the Executive, terminating the Rabbi Trust.

(b)

IRS Compliance. Notwithstanding anything herein

to the contrary, the Rabbi Trust shall be established, and the trust agreement governing the Rabbi Trust shall be drafted, substantially

in the form of the model trust set forth in Internal Revenue Service Revenue Procedure 92-64, as the same may be amended, restated, or

superseded from time to time. Notwithstanding any other provision of this Agreement or of the trust agreement establishing the Rabbi

Trust, all assets held in the Rabbi Trust shall at all times remain subject to the claims of the Company’s general creditors in

the event of the Company’s “insolvency” (as defined in the trust agreement establishing the Rabbi Trust), and neither

the Executive nor his beneficiaries shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Rabbi

Trust prior to the time such assets are paid to the Executive in accordance with the terms of the Rabbi Trust. The parties shall ensure

that the Rabbi Trust shall provide that, upon the Company becoming insolvent, the Company shall give the Trustee prompt written notice

of that fact, and the Trustee shall thereafter suspend all payments to the Executive from the Rabbi Trust and shall hold the assets of

the Rabbi Trust for the benefit of the Company’s general creditors until such time as a court of competent jurisdiction directs

otherwise or the Trustee is satisfied that the Company is no longer insolvent.

20.4

Reimbursements. To the extent required by Section

409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following:

(a)

the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses

eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year;

(b)

any reimbursement of an eligible expense shall be paid to the Executive on or before the last day of the calendar year following the

calendar year in which the expense was incurred; and

(c)

any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.

20.5

Tax Gross-Ups. Unless otherwise provided in this

Agreement, any tax gross-up payments provided under this Agreement shall be paid to the Executive on or before December 31 of the calendar

year immediately following the calendar year in which the Executive remits the related taxes.

21.

Section 4999.

21.1

Gross-Up Payment. In the event that the Company or the Executive determines that any payment, distribution or benefits that the

Executive receives or will receive from, on behalf of or with respect to the Company (including, without limitation, accelerated vesting

of equity awards and severance payments and benefits), whether paid or payable or distributed or distributable pursuant to the terms

of this Agreement or otherwise (in the aggregate, such payments and benefits are referred to herein as the “Payment”),

would subject Executive to the excise tax imposed by Section 4999 of the Code (together with any interest or penalties that would be

imposed with respect to such excise tax, the “Excise Tax”), then the Executive shall be entitled to receive from the

Company an additional payment (the “Gross-Up Payment”) in an amount such that the net amount of the Payment and the

Gross-Up Payment retained by the Executive after the payment by the Executive of all Excise Taxes on the Payment and all federal, state

and local income tax, employment tax and Excise Taxes on the Gross-Up Payment shall be equal to the Payment. For purposes of determining

the amount of the Gross-Up Payment, the Executive shall be deemed: (x) to be subject to federal income taxes at the highest marginal

rate of federal income taxation for the calendar year in which the Gross-Up Payment is to be made; (y) to be subject to applicable state

and local income taxes at the highest marginal rate of taxation for the calendar year in which the Gross-Up Payment is to be made, net

of the reduction in federal income taxes which could be obtained from the deduction of such state and local taxes; and (z) to have otherwise

allowable deductions for federal income tax purposes at least equal to those that would be disallowed because of the inclusion of the

Gross-Up Payment in the Executive’s adjusted gross income.

21.2

Timing of Payment. The Gross-Up Payment will be paid to the Executive at the same time as the Payment to which it relates; provided,

however, that if the amount of the Gross-Up Payment for a portion of the Payment cannot be calculated prior to the time that the

Payment is made, the Gross-Up Payment for that portion of the Payment shall be paid to the Executive within ten (10) days after the Payment

is made. Once a Gross-Up Payment has been received by the Executive, the Executive shall not be obligated to return to the Company any

portion of the Gross-Up Payment so received in the event it is subsequently determined that the amount of the Gross-Up Payment received

by the Executive was in excess of the amount the Company should have paid to the Executive.

21.3

Excise Tax Calculation. All determinations required to be made under this Section 21, including whether and when a Gross-Up Payment

is required and the amount of the Gross-Up Payment and the assumptions to be utilized in arriving at the determination (collectively,

“Tax Determinations”), will be made by a reputable certified public accounting firm selected by the Company with the

consent of the Executive, which should not unreasonably be withheld (the “Accounting Firm”), which will provide detailed

supporting calculations both to the Company and the Executive within twenty (20) days after the receipt by the Company of a request from

the Executive for a Tax Determination with respect to a proposed or completed Payment or such earlier time as is requested by the Executive.

All fees and expenses of the Accounting Firm for Tax Determinations will be borne solely by the Company.

21.4

Underpayments by the Company. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the

Tax Determinations hereunder, it is possible that Gross-Up Payments that should have been made by the Company to the Executive were not

made (such underpayments, the “Underpayment”). In the event that the Executive thereafter is required to make a payment

of any Excise Tax, the Company shall pay Executive the amount of the Underpayment plus any applicable interest or penalties within ten

(10) days of the date the Executive informs the Company of the obligation of the Executive to pay the Excise Tax. The Company shall reimburse

the Executive for all costs and expenses incurred by the Executive in resolving any matters related to the determination and payment

by Executive of any additional Exise Tax, including but not limited to the costs and expenses incurred by the Executive to resolve such

matters with the Internal Revenue Service and other local, state and federal government agencies in connection therewith.

22.

Notification to Subsequent Employer. When the

Executive’s employment with the Company terminates, the Executive agrees to notify any subsequent employer of the restrictive covenants

sections contained in this Agreement. The Executive will also deliver a copy of such notice to the Company before the Executive commences

employment with any subsequent employer. In addition, the Executive authorizes the Company to provide a copy of the restrictive covenants

sections of this Agreement to third parties, including but not limited to, the Executive’s subsequent, anticipated, or possible

future employer.

23.

Successors and Assigns. This Agreement is personal

to the Executive and shall not be assigned by the Executive. Any purported assignment by the Executive shall be null and void from the

initial date of the purported assignment. The Company may assign this Agreement to any successor to or assignee of (whether direct or

indirect, by purchase, merger, consolidation, or otherwise) all or substantially all of the business or assets of the Company. This Agreement

shall inure to the benefit of the Company and its permitted successors and assigns.

24.

Notice. Notices and all other communications

provided for in this Agreement shall be in writing and shall be delivered personally or sent by registered or certified mail, return

receipt requested, or by overnight carrier to the parties at the addresses set forth below (or such other addresses as specified by the

parties by like notice):

to the Company

Algorhythm

Holdings, Inc.

6301

NW 5th Way, Ste. 2900

Fort

Lauderdale, FL 33309

to the Executive

that address set forth on the Company’s books and records as updated by the Executive from time to time

25.

Representations of the Executive. The Executive

represents and warrants to the Company that:

(a)

The Executive’s acceptance of employment with the Company and the performance of duties hereunder will not conflict with or result

in a violation of, a breach of, or a default under any contract, agreement, or understanding to which the Executive is a party or is

otherwise bound.

(b)

The Executive’s acceptance of employment with the Company and the performance of duties hereunder will not violate any non-solicitation,

non-competition, or other similar covenant or agreement of a prior employer.

26.

Withholding. Unless otherwise provided in this

Agreement, the Company shall have the right to withhold from any amount payable hereunder any Federal, state, and local taxes in order

for the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation.

27.

Survival. Upon the expiration or other termination

of this Agreement, the respective rights and obligations of the parties hereto shall survive such expiration or other termination to

the extent necessary to carry out the intentions of the parties under this Agreement.

28.

Acknowledgement of Full Understanding. THE EXECUTIVE ACKNOWLEDGES

AND AGREES THAT THE EXECUTIVE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. THE EXECUTIVE ACKNOWLEDGES AND

AGREES THAT THE EXECUTIVE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF THE EXECUTIVE’S CHOICE BEFORE

SIGNING THIS AGREEMENT.

[signature

page follows]

WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

ALGORHYTHM

HOLDINGS, INC.

By:

/s/

Harvey Judkowitz

Harvey

Judkowitz

Chairman

of the Compensation

Committee

of the Board of Directors

EXECUTIVE

/s/

Gary Atkinson

Gary

Atkinson

ALGORHYTHM

HOLDINGS, INC.

STOCK OPTION GRANT NOTICE

Algorhythm

Holdings, Inc., a Delaware corporation (the “Company”), hereby grants to you an Option (the “Option”)

to purchase shares of the Company’s common stock, par value $0.01 per share, under the Company’s 2022 Equity Incentive Plan

(the “Plan”). The Option is subject to all the terms and conditions set forth in this Stock Option Grant Notice

(this “Grant Notice”), in the Stock Option Agreement and in the Plan, which are attached to and incorporated

into this Grant Notice in their entirety.

Participant:

Gary

Atkinson

Grant

Date:

February

23, 2026

Number

of Shares Subject to Option:

[________________]

Exercise

Price (per Share):

$[_______]

Option

Expiration Date:

February

23, 2036 (subject to earlier termination in accordance with the terms of the Plan and the Stock Option Agreement)

Type

of Option:

☐

Incentive Stock Option*

☒

Nonqualified Stock Option

Vesting

and Exercisability Schedule:

The

shares subject to the Option will vest and become exercisable in equal quarterly installments commencing on February 23, 2026.

Additional

Terms/Acknowledgement: You acknowledge receipt of, and understand and agree to, this Grant Notice, the Stock Option Agreement and

the Plan. You further acknowledge that, as of the Grant Date, this Grant Notice, the Stock Option Agreement, the Plan, and that

certain Amended and Restated Employment Agreement, dated February 23, 2026, by and between you and the Company (the “Employment

Agreement”) set

forth the entire understanding between you and the Company regarding the Option. In the

event of a conflict between the terms of the Employment Agreement and the Grant Notice, Stock Option Agreement or Plan,

the terms of the Employment Agreement shall control and supersede the conflicting terms of the Grant Notice, Stock Option Agreement

and Plan.

ALGORHYTHM

HOLDINGS, INC.

PARTICIPANT

By:

Harvey Judkowitz

Gary

Atkinson

Member

of the Board of Directors

Date:

_____________________________

Attachments:

Stock Option Agreement

2. 2022 Equity Incentive Plan

* See Sections 3 and 4 of the

Stock Option Agreement.

-1-

ALGORHYTHM

HOLDINGS, INC.

STOCK

OPTION AGREEMENT

Pursuant

to your Stock Option Grant Notice (the “Grant Notice”) and this Stock Option Agreement (this “Agreement”),

Algorhythm Holdings, Inc., a Delaware corporation (the “Company”), has granted you an Option under the Company’s

2022 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock

indicated in your Grant Notice (the “Shares”) at the exercise price indicated in your Grant Notice. Capitalized

terms not defined in this Agreement but defined in the Plan have the same definitions as in the Plan.

The

details of the Option are as follows:

Vesting and Exercisability. Subject to the limitations contained herein, the Option will vest and become exercisable as provided

in your Grant Notice, provided that vesting will cease upon your Termination of Service and the unvested portion of the Option will terminate

on such date.

Securities Law Compliance. Notwithstanding any other provision of this Agreement, you may not exercise the Option unless the Shares

issuable upon exercise are registered under the Securities Act or, if such Shares are not then so registered, the Company has determined

that such exercise and issuance would be exempt from the registration requirements of the Securities Act. The exercise of the Option

must also comply with other applicable laws and regulations governing the Option, and you may not exercise the Option if the Company

determines that such exercise would not be in material compliance with such laws and regulations.

Incentive Stock Option Qualification. If so designated in your Grant Notice, all or a portion of the Option is intended to qualify

as an Incentive Stock Option under federal income tax law, but the Company does not represent or guarantee that the Option qualifies

as such. If the Option has been designated as an Incentive Stock Option and the aggregate Fair Market Value (determined as of the grant

date) of the shares of Common Stock subject to the portions of the Option and all other Incentive Stock Options you hold that first become

exercisable during any calendar year exceeds $100,000, any excess portion will be treated as a Nonqualified Stock Option, unless the

Internal Revenue Service changes the rules and regulations governing the $100,000 limit for Incentive Stock Options. A portion of the

Option may be treated as a Nonqualified Stock Option if certain events cause exercisability of the Option to accelerate.

Notice of Disqualifying Disposition. To the extent the Option has been designated as an Incentive Stock Option, to obtain certain

tax benefits afforded to Incentive Stock Options, you must hold the Shares issued upon the exercise of the Option for two years after

the Grant Date and one year after the date of exercise. By accepting the Option, you agree to promptly notify the Company if you dispose

of any of the Shares within one year from the date you exercise all or part of the Option or within two years from the Grant Date.

Alternative Minimum Tax. You may be subject to the alternative minimum tax at the time of exercise of an Incentive Stock Option.

Independent Tax Advice. You should obtain tax advice when exercising the Option and prior to the disposition of the Shares.

Method of Exercise. You may exercise the Option by giving written notice to the Company, in form and substance satisfactory to

the Company, which will state your election to exercise the Option and the number of Shares for which you are exercising the Option.

The written notice must be accompanied by full payment of the exercise price for the number of Shares you are purchasing. You may make

this payment in any combination of the following: (a) by cash; (b) by check or wire transfer; (c) having the Company withhold shares

of Common Stock that would otherwise be issued on exercise of a Nonqualified Stock Option that have an aggregate Fair Market Value equal

to the aggregate exercise price of the shares being purchased under the Option; (d) tendering (either actually or, if and for as long

as the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, by attestation) shares of Common Stock owned by the

Participant that have an aggregate Fair Market Value equal to the aggregate exercise price of the shares being purchased under the Option;

(e) if and so long as the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, and to the extent permitted by

law, delivery of a properly executed exercise agreement or notice, together with irrevocable instructions to a brokerage firm designated

or approved by the Company to deliver promptly to the Company the aggregate amount of proceeds to pay the Option exercise price and any

tax withholding obligations that may arise in connection with the exercise, all in accordance with the regulations of the Federal Reserve

Board; or (f) such other consideration as the Committee may permit.

Market Standoff. You agree that any Shares received upon exercise of the Option will be subject to the market standoff restrictions

on transfer set forth in the Plan.

Treatment Upon Termination of Employment or Service Relationship. Except as otherwise provided in that

certain Amended and Restated Employment Agreement, dated February 23, 2026, by and between you and the Company, the unvested portion

of the Option will terminate automatically and without further notice immediately upon your Termination of Service. You may exercise

the vested portion of the Option as follows:

(a)

General Rule. You must exercise the vested portion of the Option on or before the earlier of (i) three months after your Termination

of Service and (ii) the Option Expiration Date.

(b)

Retirement or Disability. In the event of your Termination of Service due to Retirement or disability, you must exercise the vested

portion of the Option on or before the earlier of (i) one year after your Termination of Service and (ii) the Option Expiration Date.

(c)

Death. In the event of your Termination of Service due to your death, the vested portion of the Option must be exercised on or

before the earlier of (i) one year after your Termination of Service and (ii) the Option Expiration Date. If you die after your Termination

of Service but while the Option is still exercisable, the vested portion of the Option may be exercised until the earlier of (x) one

year after the date of death and (y) the Option Expiration Date.

- 2 -

(d)

Cause. The vested portion of the Option will automatically expire at the time the Company first notifies you of your Termination

of Service for Cause, unless the Committee otherwise. If your employment or service relationship is suspended pending an investigation

of whether you will be terminated for Cause, all your rights under the Option likewise will be suspended during the period of investigation.

If any facts that would constitute termination for Cause are discovered after your Termination of Service, any Option you then hold may

be immediately terminated by the Committee.

The

Option must be exercised within three months after termination of employment for reasons other than death or disability and one year

after termination of employment due to disability to qualify for the beneficial tax treatment afforded Incentive Stock Options. For purposes

of the preceding, “disability” has the meaning attributed to that term for purposes of Section 422 of the Code.

is your responsibility to be aware of the date the Option terminates.

10.

Limited Transferability. During your lifetime only you can exercise the Option. The Option is not transferable except by will

or by the applicable laws of descent and distribution. The Plan provides for exercise of the Option by a beneficiary designated on a

Company-approved form or the personal representative of your estate. Notwithstanding the foregoing and to the extent permitted by the

Plan and Section 422 of the Code, the Committee, in its sole discretion, may permit you to assign or transfer the Option, subject to

such terms and conditions as specified by the Committee.

11.

Withholding Taxes. As a condition to the exercise of any portion of the Option, you must make such arrangements as the Company

may require for the satisfaction of any federal, state, local or foreign tax withholding obligations that may arise in connection with

such exercise.

12.

Option Not an Employment or Service Contract. Nothing in the Plan or this Agreement will be deemed to constitute an employment

contract or confer or be deemed to confer any right for you to continue in the employ of, or to continue any other relationship with,

the Company or any Related Company or limit in any way the right of the Company or any Related Company to terminate your employment or

other relationship at any time, with or without Cause.

13.

No Right to Damages. You will have no right to bring a claim or to receive damages if you are required to exercise the vested

portion of the Option within three months (one year in the case of Retirement, Disability or death) of your Termination of Service or

if any portion of the Option is cancelled or expires unexercised. The loss of existing or potential profit in the Option will not constitute

an element of damages in the event of your Termination of Service for any reason even if the termination is in violation of an obligation

of the Company or a Related Company to you.

14.

Binding Effect. This Agreement will inure to the benefit of the successors and assigns of the Company and be binding upon you

and your heirs, executors, administrators, successors and assigns.

15.

Section 409A Compliance. Notwithstanding any provision in the Plan or this Agreement to the contrary, the Committee may, at any

time and without your consent, modify the terms of the Option as it determines appropriate to avoid the imposition of interest or penalties

under Section 409A of the Code; provided, however, that the Committee makes no representations that the Option shall be exempt from or

comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to the Option.

- 3 -

EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit

10.2

AMENDED

AND RESTATED EMPLOYMENT AGREEMENT

This

Amended and Restated Employment Agreement (the “Agreement”) is made and entered into as of July 22, 2026, by and between

Alex Andre (the “Executive”) and Algorhythm Holdings, Inc., a Delaware corporation (the “Company”),

and sets forth the terms and conditions with respect to the Executive’s employment with the Company during the Term (as defined

below).

WHEREAS,

the Company and the Executive are parties to that certain Employment Agreement dated February 12, 2025 (the “Original Employment

Agreement”); and

WHEREAS,

the Company and the Executive wish to amend certain of the terms of the Original Employment Agreement as set forth herein.

NOW,

THEREFORE, in consideration of the mutual covenants, promises, and obligations set forth herein, the parties agree as follows:

Term.

The Executive’s term of employment under this Agreement (such term of employment, as it may be extended or terminated, is herein

referred to as the “Employment Term”) shall be for a term commencing on February 13, 2025 (the “Effective Date”)

and, unless terminated earlier as provided in Section 5 hereof, ending on the third anniversary of the Effective Date (the “Original

Employment Term”); provided that, on such third anniversary of the Effective Date and each annual anniversary thereafter (such

date and each annual anniversary thereof, a “Renewal Date”), the Agreement shall be deemed to be automatically extended,

upon the same terms and conditions, for successive periods of one year, unless either party provides written notice of its intention

not to extend the term of the Agreement at least ninety 90 days’ prior to the applicable Renewal Date. The period during which the Executive

is employed by the Company hereunder is hereinafter referred to as the “Employment Term.”

Position and Duties.

2.1

Position. During the Employment Term, the Executive

shall serve as the Chief Financial Officer & General Counsel of the Company, reporting to the Chief Executive Officer of the Company.

In this capacity the Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and

responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities as the Chief

Executive Officer shall designate that are consistent with the Executive’s position as Chief Financial Officer and General Counsel.

2.2

Duties. During the Employment Term, the Executive

shall devote substantially all of the Executive’s business time (excluding periods of vacation and other approved leaves of absence)

to the performance of the Executive’s duties hereunder and will not engage in any other business, profession, or occupation for compensation

or otherwise which would conflict or interfere with the performance of such services either directly or indirectly without the prior

written consent of the Board of Directors of the Company (the “Board”). Notwithstanding the foregoing, the Executive

will be permitted to (a) with the prior written consent of the Board, act or serve as a director, trustee, committee member, or principal

of any type of business, civic, or charitable organization as long as such activities are disclosed in writing to the Company’s Board

of Directors, and (b) purchase or own less than five percent (5%) of the publicly traded securities of any corporation; provided that,

such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls,

such corporation; and provided further that, the activities described in clauses (a) and (b) do not interfere with the performance of

the Executive’s duties and responsibilities to the Company as provided hereunder, including, but not limited to, the obligations set

forth in Section 2 hereof.

Place of Performance. The principal

place of Executive’s employment shall be the Company’s principal executive office currently located in Fort Lauderdale, Florida; provided

that, the Executive may be required to travel from time to time on Company business during the Employment Term. The Executive may work

remotely from Executive’s primary residence so long as doing so does not interfere with the Executive’s responsibilities under

this Agreement; provided that, subject to any health or safety concerns related to the COVID-19 pandemic or other similar extraordinary

circumstances, the Executive shall be required to spend on average two (2) days per week in the office or such other number of days as

may be determined by the Chief Executive Officer.

Compensation.

4.1

Base Salary. The Company shall pay the Executive

an annual base salary of $275,000, which shall automatically increase to $300,000 on the six-month anniversary of the Effective Date;

provided the Executive remains in employment with the Company. The annual base salary shall be paid in periodic installments in accordance

with the Company’s customary payroll practices and applicable wage payment laws, but no less frequently than monthly. The Executive’s

base salary shall be reviewed at least annually by the Board (or a committee thereof) and the Board may, but shall not be required to,

increase the base salary during the Employment Term. However, the Executive’s base salary may not be decreased during the Employment

Term without the Executive’s written consent. The Executive’s annual base salary, as in effect from time to time, is hereinafter referred

to as “Base Salary”.

4.2

Annual Bonus. For each fiscal year of the Employment Term,

the Executive shall be eligible to receive an annual bonus (the “Annual Bonus”) of up to thirty percent (30%) of the

Base Salary. The Compensation Committee of the Board, or if there is no such committee, the Board, will determine the terms of the Annual

Bonus, including the performance objectives if any, to be achieved. Any earned Annual Bonus will be paid within the period necessary

for compliance with Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”).

Except as otherwise provided in Section 5 hereof, the Executive must be employed by the Company on the last day of the applicable fiscal

year in order to be eligible to earn any part of the Annual Bonus.

4.3

Change in Control Bonus. If, and each time, a Change of Control (as defined below) occurs during the Employment Term, the

Executive shall be entitled to receive a lump sum payment equal to the sum of the Executive’s Base Salary and Annual Bonus (assuming

the maximum Annual Bonus would have been earned) for the year in which the Change in Control occurs, which shall be paid to the Executive

immediately after the Change in Control occurs.

4.4

Equity Awards. During the Employment Term, the Executive shall

be eligible to participate in the Company’s 2022 Equity Incentive Plan (the “2022 Equity Incentive Plan”) or

any successor plan, subject to the terms of the 2022 Equity Incentive Plan or successor plan, as determined by the Board (or a committee

thereof) in its discretion. In addition, on the Effective Date, the Executive shall be granted the following equity awards under the

2022 Equity Incentive Plan:

(a)

A restricted stock award, substantially in the form attached hereto as Exhibit A (the “Restricted Stock Award”),

for a total of 23,818 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”),

representing approximately one percent (1%) of the total shares of Common Stock issued and outstanding and calculated on a fully diluted

basis on the Effective Date, such shares to vest over a four (4)-year period in accordance with the following schedule: (i) twenty-five

percent (25%) of the shares on the first anniversary of the Effective Date; and (ii) the remaining shares in equal quarterly installments

over the remaining three (3) years of the vesting period; and

(b)

A stock option, substantially in the form attached hereto as Exhibit B (the “Stock Option”), exercisable into

23,818 shares of Common Stock representing approximately one percent (1%) of the total shares of Common Stock issued and outstanding

and calculated on a fully diluted basis on the Effective Date, such stock option to be exercisable at an exercise price equal to the

closing price of the Common Stock on the Nasdaq Stock Market on the Effective Date and to vest over a four (4)-year period in accordance

with the following schedule: (i) twenty-five percent (25%) of the shares on the first anniversary of the Effective Date; and (ii) the

remaining shares in equal quarterly installments over the remaining three (3) years of the vesting period.

the event that the shares of Common Stock underlying the Restricted Stock Award and Stock Option have not been registered for sale by

the Executive under the Registration Statement on Form S-8, File Number 333-268106, filed by the Company with the Securities and Exchange

Commission (the “SEC”) on November 1, 2022 (the “Registration Statement”), the Company agrees that, on or prior

to the first anniversary of the Effective Date, it will amend the Registration Statement and take such other action as may be necessary

to register such shares of Common Stock for sale by the Executive under the Registration Statement or file an additional registration

statement on Form S-8 or other form of registration statement with the SEC and take such other action as may be necessary to register

such shares of Common Stock for sale by the Executive.

the event of a conflict between the terms of this Agreement and the Restricted Stock Award, Stock Option, 2022 Equity Incentive Plan,

or stock option grant notice issued in connection with the grant of the Stock Option (the “Stock Option Grant Notice”), the

terms of this Agreement shall control and supersede the conflicting terms of the Restricted Stock Award, Stock Option, 2022 Equity Incentive

Plan, and Stock Option Grant Notice.

4.5

Perquisites. During the Employment Term, the

Company shall provide to the Executive all employee and executive perquisites which other senior executives of the Company are generally

entitled to receive, in accordance with Company policy set by the Board from time to time.

4.6

Benefit Plans. During the Employment Term, the

Executive shall be entitled to participate in all employee and executive benefit plans of the Company, as in effect from time to time

(collectively, “Employee Benefit Plans”) including, but not limited to, equity, pension, thrift, profit sharing, 401(k),

medical coverage, education, or other retirement or welfare benefits that the Company has adopted or may adopt, maintain or contribute

to for the benefit of its executives at a level commensurate with the Executive’s position subject to satisfying the applicable

eligibility requirements. Such benefits, in the aggregate, shall be no less favorable than is provided to other similarly situated executives

of the Company. The Company reserves the right to amend or terminate any Employee Benefit Plans at any time in its sole discretion, subject

to the terms of such Employee Benefit Plan and applicable law.

4.7

Vacation; Paid Time Off. During the Employment

Term, the Executive shall be entitled to the prescribed number of weeks of paid vacation days per calendar year (prorated for partial

years) in accordance with the Company’s vacation policies, as in effect from time to time. The Executive shall receive other paid time

off in accordance with the Company’s policies for executive officers as such policies may exist from time to time.

4.8

Business Expenses. The Executive shall be entitled

to reimbursement for all reasonable and necessary out-of-pocket business, entertainment, and travel expenses, including bar registration

and renewal fees, incurred by the Executive in connection with the performance of the Executive’s duties hereunder in accordance with

the Company’s expense reimbursement policies and procedures.

4.9

Relocation Expenses. On or about the Effective Date, the Company shall pay the Executive, on a fully tax grossed-up basis, an

after-tax amount of $10,000 for relocation expenses.

4.10

Indemnification.

(a)

The Company will enter into a standard form of officer and director indemnification agreement with the Executive, in the form of which

is approved by the Board.

(b)

The Company will use commercially reasonable efforts to maintain third party directors and officers indemnification insurance for the

Executive on the same terms and conditions as apply to the members of the Board and similarly situated executive officers.

4.11

Clawback Provisions. Notwithstanding any other

provisions in this Agreement to the contrary, any incentive-based or other compensation paid to the Executive under this Agreement or

any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation, or stock exchange

listing requirement will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation,

or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock

exchange listing requirement).

Termination of Employment. The Employment

Term and the Executive’s employment hereunder may be terminated by either the Company or the Executive at any time and for any reason;

provided that, unless otherwise provided in this Agreement, either party shall be required to give the other party at least thirty (30)

days advance written notice of any termination of the Executive’s employment. On termination of the Executive’s employment during the

Employment Term, the Executive shall be entitled to the compensation and benefits described in this Section 5 and shall have no further

rights to any compensation or any other benefits from the Company or any of its affiliates.

5.1

Non-Renewal by the Executive, For Cause, or Without Good Reason.

(a)

The Executive’s employment hereunder may be terminated upon the Executive’s election not to renew the Agreement in accordance with

Section 1 hereof, by the Company for Cause, or by the Executive without Good Reason. If the Executive’s employment is terminated upon

the Executive’s election not to renew the Agreement, by the Company for Cause, or by the Executive without Good Reason, the Executive

shall be entitled to receive:

(i)

any accrued but unpaid Base Salary and accrued but unused vacation which shall be paid within one (1) week following the Termination

Date (as defined below) in accordance with the Company’s customary payroll procedures;

(ii)

any earned but unpaid Annual Bonus with respect to any completed fiscal year immediately preceding the Termination Date, which shall

be paid on the otherwise applicable payment date except to the extent payment is otherwise deferred pursuant to any applicable deferred

compensation arrangement;

(iii)

any other accrued but unpaid compensation or consideration owed to the Executive;

(iv)

reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance

with the Company’s expense reimbursement policy; and

(v)

such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the Company’s employee benefit

plans and equity incentive plans as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments

in the nature of severance or termination payments except as specifically provided herein.

(b)

Items 5.1(a)(i) through 5.1(a)(v) are referred to herein collectively as the “Accrued Amounts”. The treatment of any

outstanding equity awards shall be determined in accordance with the terms of the 2022 Equity Incentive Plan and the applicable award

agreements and notices.

(c)

For purposes of this Agreement, “Cause” shall mean:

(i)

the Executive’s willful failure, without substantial justification, to perform Executive’s duties (other than any such failure resulting

from incapacity due to physical or mental illness);

(ii)

the Executive’s willful failure to comply with any valid and legal directive of the Chief Executive Officer or such other officer or

director as may be designated by the Board;

(iii)

the Executive’s willful engagement in illegal conduct which is, in each case, materially injurious to the Company or its affiliates;

(iv)

the Executive’s conviction of embezzlement, misappropriation, or fraud, whether or not related to the Executive’s employment with the

Company;

(v)

the Executive’s conviction of or plea of guilty to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes

a misdemeanor involving moral turpitude, if such felony or other crime is work-related, materially impairs the Executive’s ability to

perform services for the Company, or results in material reputational or financial harm to the Company or its affiliates;

(vi)

the Executive’s material violation of the Company’s written policies or codes of conduct, including written policies related to discrimination,

harassment, performance of illegal or unethical activities, and unethical misconduct:

(vii)

the Executive’s willful unauthorized disclosure of Confidential Information (as defined below); or

(viii)

the Executive’s material breach of any material obligation under this Agreement or any other written agreement between the Executive

and the Company.

For

purposes of this provision, no act on the part of the Executive shall be considered “willful” unless it is done, or omitted

to be done by the Executive in bad faith. Any act, however, based on authority given pursuant to a resolution duly adopted by the Board

or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good

faith and in the best interests of the Company.

Termination

of the Executive’s employment shall not be deemed to be for Cause unless and until the Company delivers to the Executive a copy of a

resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (after thirty (30) days prior written

notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board),

finding that the Executive has engaged in the conduct described in any of (i)-(viii) above, and that the Executive’s employment

should accordingly be terminated for Cause.

(d)

For purposes of this Agreement, the Executive may not be subject to any of the following events without Executive’s written consent.

For the purposes of this Agreement, it shall be deemed a “Good Reason” for the Executive to terminate employment in

the event that the Company subjects the Executive to any of the following occurrences:

(i)

a material reduction in the Executive’s Base Salary;

(ii)

to the extent that the Company has a corporate headquarters or corporate office, a relocation of the Executive’s principal place

of employment at such corporate headquarters or corporate office by more than fifty (50) miles from the location of the Company’s

current corporate headquarters located at 6301 NW 5th Way, Fort Lauderdale, FL 33309;

(iii)

any material breach by the Company of any material provision of this Agreement or any material provision of any other agreement between

the Executive and the Company;

(iv)

the Company’s failure to obtain an agreement from any successor to the Company to 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 succession had taken place, except where such assumption

occurs by operation of law;

(v)

a material, adverse change in the Executive’s title, authority, duties, or responsibilities (other than temporarily while the Executive

is physically or mentally incapacitated or as required by applicable law) taking into account the Company’s size, status as a public

company, and capitalization as of the date of this Agreement; or

(vi)

a material adverse change in the reporting structure applicable to the Executive.

The

Executive cannot terminate employment for Good Reason unless the Executive has provided written notice to the Company of the existence

of the circumstances providing grounds for termination for Good Reason within fifteen (15) days of the initial existence of such grounds

and the Company has had at least fifteen (15) days from the date on which such notice is provided to cure such circumstances. If the

Executive does not terminate employment for Good Reason within thirty (30) days after the first occurrence of the applicable grounds,

then the Executive will be deemed to have waived the right to terminate for Good Reason with respect to such grounds.

5.2

Non-Renewal by the Company, Without Cause, or for Good Reason.

The Employment Term and the Executive’s employment hereunder may be terminated (i) by the Executive for Good Reason, (ii) by the

Company without Cause, or (iii) on account of the Company’s election to not renew this Agreement in accordance with Section 1 hereof

(each, a “Qualifying Termination”). If a Qualifying Termination occurs and the Executive (A) has completed at least six (6)

consecutive months of employment with the Company from the Effective Date of this Agreement (the “Vesting Period”), (B) remains

in compliance with Sections 6, 7, 8, and 9 of this Agreement, and (C) executes a release of claims in favor of the Company, its affiliates,

and their respective officers and directors in a form provided by the Company (the “Release”), which becomes effective within

twenty-one (21) days following the Termination Date (such twenty-one (21)-day period, the “Release Execution Period”), the

Executive shall be entitled to receive the Accrued Amounts and the following severance benefits:

(a)

a lump sum payment equal to the sum of the Executive’s Base Salary and target Annual Bonus (assuming the maximum Annual Bonus would have

been earned) for the year in which the Termination Date occurs, which, unless otherwise provided in this Agreement, shall be paid immediately

after the expiration of the Release Execution Period;