Algorhythm Holdings, Inc. Sample Contracts

EXHIBIT 10.1
Lease Agreement • March 28th, 2001 • Singing Machine Co Inc • Phonograph records & prerecorded audio tapes & disks • Florida
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 18th, 2024 • Algorhythm Holdings, Inc. • Phonograph records & prerecorded audio tapes & disks • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 17, 2024, between Algorhythm Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

RECITALS
Securities Purchase Agreement • February 27th, 2006 • Singing Machine Co Inc • Phonograph records & prerecorded audio tapes & disks • New York
AGREEMENT
Purchase Agreement • November 14th, 2001 • Singing Machine Co Inc • Phonograph records & prerecorded audio tapes & disks • Hong Kong
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 12th, 2021 • Singing Machine Co Inc • Phonograph records & prerecorded audio tapes & disks • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 5, 2021, between The Singing Machine Company, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

THE SINGING MACHINE COMPANY, INC., Issuer and Trustee INDENTURE Dated as of [ ], 2023 Senior Debt Securities CROSS-REFERENCE TABLE1
Indenture • January 11th, 2023 • Singing Machine Co Inc • Phonograph records & prerecorded audio tapes & disks • New York
September 5, 2003 Omicron Master Trust SF Capital Partners, Ltd. Bristol Investment Fund, Ltd. Ascend Offshore Fund, Ltd. Ascend Partners LP Ascend Partners Sapient LP c/o Feldman Weinstein LLP 420 Lexington Avenue New York, NY 10170-0002 RE:...
Securities Purchase Agreement • October 9th, 2003 • Singing Machine Co Inc • Phonograph records & prerecorded audio tapes & disks

Reference is made to that certain Securities Purchase Agreement ("Purchase Agreement") dated August 19, 2003 entered into by and among The Singing Machine Company, Inc. (the "Company") and Omicron Master Trust, SF Capital Partners, Ltd., Bristol Investment Fund, Ltd., Ascend Offshore Fund, Ltd., Ascend Partners LP and Ascend Partners Sapient LP (collectively referred to herein as the "Purchasers" and individually, as a "Purchaser"). All capitalized terms not defined herein shall have the same meaning as defined terms in the Purchase Agreement.

EXHIBIT 10.5
Employment Agreement • March 28th, 2001 • Singing Machine Co Inc • Phonograph records & prerecorded audio tapes & disks • Florida
WITNESSETH:
Loan and Security Agreement • August 13th, 2001 • Singing Machine Co Inc • Phonograph records & prerecorded audio tapes & disks • Illinois
PRE-FUNDED COMMON STOCK PURCHASE WARRANT ALGORHYTHM HOLDINGS, INC.
Pre-Funded Common Stock Purchase Warrant • December 6th, 2024 • Algorhythm Holdings, Inc. • Phonograph records & prerecorded audio tapes & disks

THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth at any time on or after the date hereof (such date, the “Initial Exercise Date”) until the date this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Algorhythm Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of common stock, par value $0.01 per share, of the Company (“Common Stock”), subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

AGREEMENT
Master Agreement • March 7th, 2000 • Singing Machine Co Inc • Phonograph records & prerecorded audio tapes & disks • Texas
COMMON STOCK PURCHASE WARRANT The Singing Machine Company, INC.
Common Stock Purchase Warrant • August 12th, 2021 • Singing Machine Co Inc • Phonograph records & prerecorded audio tapes & disks

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and on or prior to 5:00 p.m. (New York City time) on the day that is five years from the date that the Securities and Exchange Commission declares effective the registration statement registering the Warrant Shares (the “Termination Date”) but not thereafter, to subscribe for and purchase from The Singing Machine Company, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

SALES AGREEMENT
Sales Agreement • February 17th, 2004 • Singing Machine Co Inc • Phonograph records & prerecorded audio tapes & disks • Florida
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 24th, 2024 • Algorhythm Holdings, Inc. • Phonograph records & prerecorded audio tapes & disks • New York

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of October 22, 2024, by and between Algorhythm Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • December 18th, 2024 • Algorhythm Holdings, Inc. • Phonograph records & prerecorded audio tapes & disks • New York
EXHIBIT 10.3
Tenancy Agreement • March 28th, 2001 • Singing Machine Co Inc • Phonograph records & prerecorded audio tapes & disks
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 6th, 2024 • Algorhythm Holdings, Inc. • Phonograph records & prerecorded audio tapes & disks • New York

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of December 4, 2024, between ALGORHYTHM HOLDINGS, INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).